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These terms govern all services provided by Kanexio (website creation, visibility strategy (SEO, AEO, GEO, LLMO), AI automation, training and consulting) to its business and private clients. Together with the signed quote and invoice, they constitute the entire agreement between the parties.
Kanexio
Sole proprietorship registered with the CBE under number 0541.771.724
Business owner: Hani Kanaftchian
Rue Vanderkindere 524
1180 Brussels (Belgium)
VAT number: BE 0541.771.724
Email: ask@kanexio.com
Phone: +32 485 87 88 42
Website: https://kanexio.com
Hereinafter referred to as “the Provider” or “Kanexio”.
In these General Terms and Conditions of Sale (hereinafter “Terms”), the following terms have the meanings set out below:
These Terms govern all contractual relations between the Provider and the Client. They apply to every Service accepted by the Client, to the exclusion of any general purchasing conditions or other documents issued by the Client, unless the Provider has given prior written agreement.
Acceptance of the Quote, payment of a deposit or initiation of the Service by the Client constitutes full and unconditional acceptance of these Terms, which prevail over any earlier document.
The Provider reserves the right to amend these Terms at any time. The applicable version is the one in force on the date the Quote is accepted. Earlier versions remain available on written request to ask@kanexio.com.
Every Service is covered by a written Quote, sent electronically or delivered by hand. The Quote details, in particular, the functional scope, expected deliverables, provisional schedule, price excluding VAT, VAT amount (21% in Belgium unless a special scheme applies) and payment terms.
Three reference points for understanding your assignment framework
The quote
Article 4: scope, deliverables, schedule, price and agreement arrangements.
Changes
Article 5: changes to scope and an amendment submitted for acceptance.
Approvals
Articles 11 and 12: collaboration, comments and approval of deliverables.
The Quote is valid for thirty (30) calendar days from its issue date, unless expressly stated otherwise. After this period, the Provider reserves the right to revise its prices or scope.
The Contract is deemed concluded upon the earlier of: (i) the Client signing the Quote (handwritten or electronic signature, including acceptance by email explicitly stating “approved and agreed”), or (ii) payment of all or part of the deposit stated in the Quote.
No Service will begin without the Client’s prior written agreement and payment of the agreed deposit, unless the Provider expressly grants an exception.
Any request to change the initial scope (additional features, design changes, additional content, unplanned integrations) made by the Client after acceptance of the Quote will be subject to a written, priced amendment submitted for the Client’s prior acceptance.
The Provider reserves the right to revise the initial schedule and delivery deadlines if substantial additions are made to the scope. If the Client does not respond to a request to approve an amendment within fifteen (15) calendar days, the Service will be suspended without penalty to the Provider.
Corrections of confirmed bugs and minor adjustments (requiring less than one hour of work) incur no additional charge during the warranty period provided in Article 19.
Prices stated in the Quote are expressed in euros, excluding VAT. Applicable Belgian VAT (standard rate 21%) is added to the amount excluding VAT to give the total including VAT payable by the Client.
The Provider is subject to Belgian VAT under number BE 0541.771.724. For clients established in another European Union Member State with a valid intra-Community VAT number, the transaction is invoiced excluding VAT under the reverse-charge mechanism (Article 21 § 2 of the Belgian VAT Code).
Fixed-price services are stated in the Quote with a precise scope. Time-based services are billed at the daily or hourly rate agreed in the Quote, with detailed monthly reporting.
External expenses incurred by the Provider in the Client’s name and on the Client’s behalf (software licences, SaaS subscriptions, third-party hosting, stock images, travel expenses for journeys exceeding 50 km from Brussels, etc.) will be recharged at cost, against supporting documents.
Unless otherwise stipulated in the Quote, standard payment terms are as follows:
The standard payment period is thirty (30) calendar days from the invoice issue date, unless a different period is agreed in writing. For urgent assignments or new clients, the Provider may require immediate or advance payment.
Payments are made by bank transfer to the account stated at the foot of each invoice. No discount is granted for early payment unless expressly stated otherwise in the Quote.
Any late payment automatically entails, without prior formal notice, in accordance with the Law of 2 August 2002 on combating late payment in commercial transactions (B2B transactions):
For transactions with a consumer Client (Book VI of the Code of Economic Law), a free formal notice is sent before any surcharge, granting an additional payment period of fourteen (14) calendar days. Surcharges are then capped in accordance with the Law of 4 May 2023 on consumer debts.
Any payment delay exceeding fifteen (15) days after formal notice entitles the Provider to immediately suspend any ongoing Service, without prejudice to its right to claim payment and damages. Suspension does not release the Client from paying amounts due.
The performance deadlines stated in the Quote are estimates based on the information supplied by the Client at the Quote date. They are expressed in working days and begin once both of the following have been received: (i) the deposit, (ii) all information, content, access and approvals necessary for the Service.
Any delay attributable to the Client (late approval, missing content, access not provided, scope change) automatically shifts the schedule by the same amount. The Provider undertakes to notify the Client of any risk of exceeding deadlines as soon as it becomes aware of it.
Deadlines do not constitute essential conditions of the Contract. Unless the Quote expressly states otherwise, specifying a binding deadline accompanied by a quantified penalty, no delay may give rise to compensation or termination of the Contract due to the Provider’s fault.
The Provider undertakes to perform the Service in accordance with prevailing professional standards in the digital consulting and services sector. Unless expressly stated otherwise in the Quote, the Provider is subject to an obligation of means rather than an obligation to achieve a specific result.
The Provider undertakes, in particular, to:
The Provider is free to choose its methods, tools and collaborators, unless the Client gives an express instruction documented in the Quote.
The Client undertakes to cooperate with the Provider in good faith to enable proper performance of the Service. In particular, the Client undertakes to:
Failure to explicitly approve a Deliverable within ten (10) working days constitutes tacit acceptance, triggering the corresponding invoicing and the start of the next phase.
Each Deliverable is formally presented to the Client. The Client has ten (10) working days to submit comments in writing, precisely, in a structured manner and exhaustively.
The Quote specifies the number of revision cycles included for each main Deliverable. Additional revisions beyond this number, or requests for changes exceeding the initial scope, are subject to additional pricing and an amendment.
Actual deployment of the Deliverable to production, its use by the Client for commercial purposes or the absence of written reservations within the allotted period constitutes final acceptance of the Deliverable.
13.1 Transfer to the Client. Subject to full payment of the Service price, the Provider exclusively assigns to the Client all economic copyright rights in Deliverables produced specifically for the Client (original graphic creations, commissioned texts, bespoke application code). This assignment covers reproduction, public communication, adaptation and translation rights, in all media, for the full statutory protection period and worldwide.
13.2 Third-party and open-source components. The Provider uses third-party components (open-source frameworks, software libraries, licensed fonts, plugins, stock images, etc.) subject to their own licences. The Provider will inform the Client of the main applicable licences. The Client must comply with their terms and bear any recurring costs (commercial image licences, software subscriptions, etc.).
13.3 Know-how and internal tools. The Provider retains full ownership of its know-how, methodologies, internal templates, generic scripts and all tools it uses. No assignment is made in respect of these elements. The Provider remains free to reuse them for other assignments, including for businesses competing with the Client, subject to the confidentiality provided in Article 14.
13.4 Rights retained in the event of non-payment. If the price is not paid in full, the assignment of economic rights is conditional and subject to termination: no intellectual property rights are transferred while amounts due remain unpaid. Use of the Deliverables by the Client without payment constitutes infringement for which the Client is liable.
13.5 Moral rights. In accordance with Belgian copyright law, the Provider retains its inalienable moral rights in the works it creates. The Client undertakes to respect the integrity of the work and, upon the Provider’s reasonable request and in an appropriate format, credit the Provider’s authorship (for example, “Designed by Kanexio” in a website footer).
13.6 Commercial reference. Unless the Client objects in writing no later than the signing of the Quote, the Provider is authorised to use the Client’s name and logo as a commercial reference (web portfolio, presentations, marketing materials, commercial proposals, industry award entries), and to publish an anonymised or named case study describing the Service performed.
The Parties undertake to treat as strictly confidential all information, documents and technical, commercial, financial or strategic data exchanged as part of the Service, and not to disclose them to third parties without the other Party’s prior written agreement.
This confidentiality obligation continues throughout the Contract and for five (5) years after its end, whatever the cause. It does not apply to information: (i) already public when disclosed, (ii) entering the public domain without fault by the receiving Party, (iii) lawfully obtained from a third party not bound by a confidentiality obligation, or (iv) whose disclosure is required by law or a court decision.
At the Client’s express request, a specific non-disclosure agreement (NDA) may be concluded in addition to these Terms.
The Provider complies with Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (GDPR), and the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.
15.1 Client data. The Client’s personal data (name, role, business contact details, billing data) collected when the Quote is signed and the Service performed are processed by the Provider as data controller for performing the Contract, invoicing and meeting its legal obligations (particularly tax and accounting obligations). They are retained for seven (7) years from the end of the business relationship, in accordance with Belgian accounting legislation.
15.2 Data processed on the Client’s behalf. When the Service involves the Provider processing personal data for which the Client is controller (website visitor data, contact forms, email databases, CRM data, leads), the Provider acts as processor within the meaning of Article 28 of the GDPR. The Parties conclude a data processing agreement (DPA), specifying the nature and duration of processing, applicable security measures and the processor’s obligations.
15.3 Security and hosting. The Provider favours hosting data within the European Union. Where using a processor outside the EU is necessary (for example, certain US SaaS services), the Provider ensures a valid transfer mechanism exists (standard contractual clauses, EU-US Data Privacy Framework, etc.) and informs the Client.
15.4 Data subjects’ rights. The Client (or data subject) may exercise rights of access, rectification, erasure, restriction, objection and portability by writing to ask@kanexio.com. If disagreement persists, a complaint may be lodged with the Data Protection Authority (APD), rue de la Presse 35, 1000 Bruxelles: www.autoriteprotectiondonnees.be.
Unless stated otherwise in the Quote, hosting for the website and associated services is contracted by the Client in its own name with the provider agreed in the Quote. The Client is solely responsible for recurring hosting, domain name and SSL certificate fees.
If the subscription is arranged by the Provider on the Client’s behalf, it is recharged at cost. The Provider gives the Client all credentials and access at the end of the Service, or upon written request.
The Client is responsible for securely storing its credentials and access details. Any intervention by the Provider to recover access lost by the Client may be billed on a time-spent basis.
Where the Service includes managed hosting (monthly technical maintenance), availability, backup and support commitments are specified in the Quote as a written SLA (Service Level Agreement).
For any Services involving search engine optimisation (SEO), answer engine optimisation (AEO), generative engine optimisation (GEO, Generative Engine Optimization) or large language model optimisation (LLMO), the Service Provider is bound by an obligation of means, not an obligation to achieve a particular result.
The Provider cannot guarantee specific positions on Google, Bing, ChatGPT, Perplexity or any other search or answer engine, nor a specific volume of traffic, leads or revenue. These engines’ ranking algorithms are the exclusive property of their publishers and evolve independently of any action taken by the Provider.
The Provider does, however, undertake to apply recognised SEO industry best practices, provide regular reporting (monthly or quarterly according to the Quote) and explain observed changes to the Client. Any numerical projection presented to the Client (traffic estimate, ranking range) is strictly indicative and does not bind the Provider.
The Client undertakes to comply with the Provider’s technical guidelines throughout the SEO assignment (content approval, access to analytics tools, no uncoordinated technical changes to the website, retaining the same canonical URL, etc.). Any unilateral website change likely to affect search visibility releases the Provider from its commitments.
For any Service involving artificial intelligence (n8n, Make or Zapier workflows, integration of GPT-4, Claude, Mistral models, etc.), the Provider undertakes to design and deploy automations that comply with the Client’s specifications and industry best practices.
18.1 Recurring costs. Subscriptions to the platforms used (Make, n8n cloud, OpenAI, Anthropic, etc.) are exclusively the Client’s responsibility and billed directly by their publishers. The Provider informs the Client of estimated monthly costs before deployment.
18.2 AI liability. The Provider cannot be held liable for errors, hallucinations or unexpected behaviour of the generative AI models it integrates. The Client undertakes to implement appropriate human checks on any workflow producing content or making high-impact decisions (sending emails, changing data, payments, etc.).
18.3 Personal data and LLMs. When a workflow transmits personal data to a model provider, the roles, purposes, data categories, instructions, recipients, processing regions, transfer mechanisms, retention periods and security measures are specified in the Quote or applicable data processing agreement. An impact assessment is not automatic: the Client, as controller where that role applies, assesses whether the criteria in Article 35 of the GDPR are met. Any assistance from the Provider is defined in the contractual scope.
Unless stated otherwise in the Quote, delivered Deliverables carry a functional warranty of thirty (30) calendar days from final acceptance. During this period, the Provider corrects, at no additional charge, any confirmed bug or functional non-conformity with the Quote’s scope.
The warranty does not cover: (i) changes made by the Client or a third party to the Deliverables after acceptance, (ii) outages or malfunctions attributable to the hosting provider or a third-party service, (iii) changes to browsers, operating systems or third-party APIs, (iv) requests for functional changes beyond the initial scope.
After the warranty, corrective, evolutionary and technical maintenance is covered by a separate maintenance contract, whose terms (monthly package, individual tickets, SLA, covered scope) are specified in a dedicated Quote.
The Provider reserves the right to use subcontractors or partner providers (freelance developers, designers, writers, photographers, specialist agencies) for proper performance of the Service, without the Client’s prior agreement.
The Provider remains solely responsible to the Client for the quality of the Service and guarantees that its subcontractors are subject to confidentiality obligations equivalent to those in these Terms.
The Provider informs the Client of the main subcontractors involved in its assignment upon written request.
Neither Party may be held liable for a failure to fulfil its contractual obligations resulting from force majeure, meaning an unforeseeable, unavoidable event external to the Party invoking it.
Force majeure includes, in particular: natural disasters, wars, terrorist attacks, national strikes, pandemics declared by the WHO or Belgian authorities, widespread Internet or electricity outages not attributable to the Party concerned, major cloud infrastructure failures (AWS, Azure, Google Cloud), and government decisions preventing performance of the Contract.
The Party affected by force majeure informs the other Party in writing as soon as possible. Obligations are suspended for the duration of the event. If the event continues beyond thirty (30) days, either Party may terminate the Contract as of right, without compensation, by registered letter.
22.1 Termination for breach. In the event of a serious breach by either Party of a contractual obligation, the other Party may terminate the Contract as of right after formal notice has remained without effect for fifteen (15) calendar days.
22.2 Termination for convenience · Client. The Client may terminate the Contract at any time without cause. In that event, it owes: (i) payment for all Services performed up to the effective termination date, (ii) payment of external expenses incurred by the Provider, (iii) fixed termination compensation equal to 20% of the unperformed balance of the Quote, as compensation for allocated resources and lost earnings.
22.3 Termination of recurring services. Maintenance, monthly monitoring and managed services contracts may be terminated by either Party with three (3) months’ written notice, unless the Quote contains a specific provision.
22.4 Termination for insolvency. The Provider may terminate the Contract as of right, without notice or compensation, if judicial reorganisation, bankruptcy or liquidation proceedings are opened against the Client.
At the end of the Contract, subject to full payment of the price, the Provider undertakes to make available to the Client all Deliverables, source code, access, credentials, backups and any technical documentation useful for the Client or another provider to take over the Service.
The exit assistance phase (knowledge transfer, takeover support) may be billed on a time-spent basis if it exceeds five (5) cumulative hours.
Personal data processed on the Client’s behalf are returned in a structured, machine-readable format, or destroyed on the Client’s written instructions, in accordance with Article 28.3.g of the GDPR.
The Provider is liable to the Client for direct loss resulting from a proven breach of its contractual obligations.
24.1 Exclusion of indirect loss. Except in cases of intentional misconduct or gross negligence, the Provider may under no circumstances be held liable for indirect, intangible or consequential loss suffered by the Client, such as loss of revenue, clients, expected profit, data or business opportunity, reputational damage or any indirect financial loss.
24.2 Liability cap. The Provider’s total cumulative liability under the Contract is in all circumstances limited to the amount excluding VAT actually paid by the Client to the Provider for the Service concerned, subject to an overall cap of fifty thousand euros (€50,000) per calendar year.
24.3 Excluded cases. The Provider cannot be held liable for loss resulting from: (i) the Client’s improper use of the Deliverables, (ii) third-party intervention not authorised by the Provider, (iii) failure of a third-party service (hosting provider, API, software supplier), (iv) incorrect or incomplete information supplied by the Client, (v) the Client’s failure to follow the Provider’s recommendations.
24.4 Insurance. The Provider maintains professional liability insurance appropriate to its activity. The insurance certificate is supplied to the Client upon written request.
Any complaint concerning a Service or invoice must be notified to the Provider in writing (email or registered letter) within a maximum of eight (8) calendar days from delivery of the Deliverable concerned or receipt of the invoice.
After this period, the Deliverable or invoice is deemed accepted without reservation. Any late complaint is inadmissible.
The Provider undertakes to respond to every complaint within a maximum of ten (10) working days and to propose a solution in the spirit of good faith that must govern performance of the Contract.
In the event of a dispute concerning interpretation or performance of the Contract, the Parties undertake, before any legal proceedings, to attempt an amicable solution through direct negotiation for thirty (30) calendar days from written notification of the dispute.
Failing an amicable agreement, the Parties may seek mediation with an accredited mediator in accordance with Articles 1723/1 et seq. of the Belgian Judicial Code, notably through bMediation (Belgian Centre for Business Mediation and Arbitration, www.bmediation.eu) or any other recognised mediation centre.
For disputes involving a consumer Client (Book VI of the Code of Economic Law), the Client may also contact the Consumer Mediation Service, boulevard du Roi Albert II 8 bte 1, 1000 Bruxelles: mediationconsommateur.be.
These Terms and the Contract are governed by Belgian law, excluding conflict-of-laws rules.
Failing amicable settlement or mediation, any dispute concerning formation, interpretation, performance or termination of the Contract falls within the exclusive jurisdiction of the courts of the Brussels judicial district, and more particularly, according to applicable jurisdiction rules, the French-speaking Business Court of Brussels, the French-speaking Court of First Instance of Brussels or the Justice of the Peace of Uccle.
This jurisdiction clause is agreed in the Parties’ common interest, given the Provider’s Brussels establishment. For consumer Clients, it does not exclude the right to bring proceedings before the court of their place of residence where mandatory law guarantees that right.
28.1 Entire agreement. These Terms, together with the accepted Quote and its annexes, constitute the entire agreement between the Parties and replace any earlier agreement or exchange on the same subject.
28.2 Severability. If any provision of these Terms is declared void, inapplicable or unenforceable by a final court decision, the other provisions remain fully in force. The Parties undertake to negotiate in good faith to replace the invalid provision with a valid provision producing an equivalent economic effect.
28.3 No waiver. A Party’s failure at any time to require performance of an obligation under the Contract may not be interpreted as a waiver of its right to require performance of that obligation in future.
28.4 Assignment. The Client may not assign the Contract to a third party without the Provider’s prior written agreement. The Provider may freely assign the Contract to any entity taking over all or part of its activity (merger, restructuring, sale of the business), provided it informs the Client.
28.5 Notices. Any notice under the Contract is validly given by email to the addresses exchanged between the Parties (with acknowledgement of receipt) or by registered letter to the addresses stated in the Quote. Any change of postal or email address must be notified to the other Party within a reasonable period.
28.6 Language. These Terms are drafted in French. Any translation is provided for information only. In the event of a difference in interpretation, the French version prevails.
Version 2.1, applicable from 30 July 2026. For any question about these General Terms and Conditions of Sale, contact Hani Kanaftchian at ask@kanexio.com or by phone on +32 485 87 88 42.
These Terms do not constitute legal advice. For any specific case or particular dispute, consulting a lawyer is recommended. Kanexio remains available to adapt these Terms to specific contexts (large assignments, public contracts, framework agreements) through a negotiated amendment.
