General terms & conditions — B2B

1.1. Niyrah is a trade name of Younes El Kouy, natural person, with company number 1037.336.212 and VAT number BE 1037336212, established at Turnersstraat 23, 2020 Antwerpen, Belgium.

1.2. Contact: hello@niyrah.be | legal@niyrah.be | +32 456 53 42 04.

1.3. In these terms:

• “Niyrah” means Younes El Kouy, trading as Niyrah;
• “Client” means the professional customer entering into a quote or agreement with Niyrah;
• “Services” means, among other things, websites, web platforms, internal systems, dashboards, automations, integrations, data solutions, AI functionality, consulting, maintenance and support;
• “Deliverables” means the results concretely described in the quote or specific agreement;
• “External Services” means third-party software, infrastructure, APIs, databases, hosting, payment services, AI models and other third-party services.

2.1. These terms apply exclusively to agreements with businesses, self-employed persons, liberal professions, legal entities and other customers acting for professional or business purposes.

2.2. Through these terms, Niyrah does not address consumers. If work is exceptionally performed for a consumer, a separate written agreement is required in advance and mandatory consumer rights remain fully applicable.

3.1. These terms apply to all quotes, engagements and agreements of Niyrah, unless agreed otherwise in writing.

3.2. The Client’s own terms apply only after explicit written acceptance by Niyrah.

3.3. In the event of conflict, the signed quote or specific agreement prevails. A data processing agreement prevails only for matters concerning data processing. An SLA, care plan or support annex prevails only for service levels, support, monitoring and availability. For everything else, these general terms apply.

3.4. The invalidity or unenforceability of any provision does not affect the remaining provisions. The parties will replace the affected provision with a valid provision that approximates the original purpose as closely as possible.

4.1. Quotes are valid for 30 calendar days, unless stated otherwise.

4.2. An agreement is formed by signature, written confirmation by e-mail, payment of an advance, or actual commencement at the Client’s explicit request.

4.3. The quote defines the scope, phasing, price, planning, included revision rounds, Deliverables, dependencies and any care or support arrangements.

4.4. Verbal commitments or expectations not stated in the quote are not part of the engagement unless subsequently confirmed in writing.

5.1. Niyrah performs the engagement carefully and professionally as an obligation of means, unless a concrete result has been explicitly guaranteed in writing.

5.2. Schedules and delivery dates are reasonable estimates. They assume timely feedback, decisions, content, data, access and approvals from the Client.

5.3. Delay caused by missing input, late feedback, changing requirements, third parties or circumstances beyond Niyrah’s reasonable control shifts the planning and may cause additional costs.

5.4. If the Client fails to provide necessary input for more than 15 calendar days, Niyrah may pause the project and propose a new schedule. After 30 calendar days, Niyrah may reallocate the reserved capacity and invoice the work already performed.

5.5. Niyrah may engage specialised subcontractors and remains responsible for the correct coordination of their work within the agreed scope.

6.1. The Client provides correct, complete and lawfully obtained information, content, data, accounts, permissions and access in a timely manner.

6.2. The Client warrants that supplied texts, images, trademarks, datasets and other materials do not infringe third-party rights and contain no unlawful content.

6.3. The Client remains responsible for business decisions, legally required content, the accuracy of published information, internal authorisations and the use of the Deliverables.

6.4. The Client keeps safe copies of its own source data and grants only the minimum necessary access.

7.1. Work outside the agreed scope is additional work.

7.2. Niyrah describes the impact on price and planning in advance. Additional work is performed after written approval, except for urgent security or continuity measures that are reasonably necessary to limit immediate damage. Niyrah limits such measures to what is necessary, informs the Client as soon as possible and substantiates the costs incurred.

7.3. Minor technical choices without material impact on function, price or planning may be made by Niyrah within its professional freedom of execution.

8.1. Prices are exclusive of VAT and exclusive of external costs, unless stated otherwise.

8.2. Niyrah may request an advance and interim payments per phase. Work starts only after receipt of the agreed advance.

8.3. Invoices are payable within 14 calendar days of the invoice date, unless agreed otherwise in writing.

8.4. In the event of late payment, the applicable statutory interest for commercial transactions and the statutory fixed collection compensation are due by operation of law, without prejudice to the right to claim higher proven collection costs to the extent legally permitted.

8.5. In the event of non-payment, Niyrah may suspend performance, go-live, handover, support and access to unpaid Deliverables after notifying the Client in writing.

8.6. An invoice must be disputed in writing, with reasons, within 14 calendar days of receipt. The undisputed part remains payable.

9.1. A phase or Deliverable is considered submitted when Niyrah makes it available for review or use.

9.2. The Client reports concrete, reproducible deviations from the agreed scope within 10 working days of submission. Without timely notice, the phase is deemed accepted, except for hidden defects.

9.3. Niyrah remedies, within a reasonable period, reproducible defects that demonstrably deviate from the agreed scope and that are reported within 30 calendar days of final delivery.

9.4. This remediation obligation does not apply to changes made by the Client or third parties, incorrect use, external platform changes, outdated environments, unsupported integrations, missing maintenance or new requests.

9.5. SEO, revenue, conversion, ranking, subsidy, financing or business results are not guaranteed unless explicitly agreed otherwise in writing.

10.1. Until full payment, all rights to unpaid Deliverables remain with Niyrah. During the project, the Client receives only a temporary right of use for evaluation and testing.

10.2. After full payment, the Client acquires the rights to project-specific Deliverables as described in the quote. Where transfer is legally or technically not appropriate, Niyrah grants a perpetual, worldwide, non-exclusive right of use for the agreed business purpose. To the extent applicable to the project-specific Deliverables, and subject to third-party rights and licences, this right of use includes the right to use, copy and modify those Deliverables internally and to have them maintained or further developed by a third party within that business purpose.

10.3. Not transferred are: pre-existing materials, generic architecture, know-how, methods, templates, libraries, development tools, reusable components, open-source software and third-party components. The applicable licences and rights continue to apply to these.

10.4. The Client retains the rights to its own supplied materials and grants Niyrah the right of use necessary to perform the engagement.

10.5. Niyrah may show the publicly visible end result as a reference, without confidential information, unless the Client objects in writing with reasons before publication or confidentiality has been agreed.

11.1. Hosting, domains, cloud platforms, APIs, payment services, databases, e-mail services, AI models and other External Services are subject to the terms, availability, security and price changes of the provider concerned.

11.2. Where possible, production accounts are created in the Client’s name. The Client is responsible for the timely payment of external subscriptions and for managing its own administrator accounts.

11.3. Niyrah is not liable for outages, price changes, policy changes, termination or data loss at third parties, except where the damage results directly from a proven error by Niyrah in the configuration or selection within the agreed scope.

11.4. AI functionality may produce probabilistic, incomplete or incorrect results. Unless explicitly agreed otherwise, such results are not used as the sole basis for decisions with legal, financial, HR, medical or other material consequences. The Client remains responsible for appropriate human review and for the lawfulness of supplied data and intended uses.

12.1. Maintenance, monitoring, backups, updates, incident follow-up and further development are included only where a separate care, support or SLA arrangement has been concluded.

12.2. “24/7 monitoring” means automated monitoring; it does not automatically mean 24/7 human availability or immediate intervention.

12.3. Response and recovery times apply only where they are explicitly included in an SLA or care plan.

12.4. Without a care arrangement, the active performance obligation ends after acceptance and the agreed handover, subject to the remediation period in article 9.

13.1. Niyrah applies reasonable technical and organisational security measures in proportion to the engagement and the known risks.

13.2. Absolute security, freedom from errors or uninterrupted availability cannot be guaranteed.

13.3. Unless backups are explicitly included, the Client remains responsible for an appropriate backup and recovery strategy after handover or go-live.

13.4. If Niyrah processes personal data on behalf of the Client, the parties conclude a data processing agreement where required. The Client remains responsible for the lawfulness of the processing purposes and the personal data supplied.

14.1. Both parties treat non-public business, technical, financial and personal data confidentially and use it exclusively for the performance of the agreement.

14.2. This obligation does not apply to information that is lawfully public, was demonstrably already known, was developed independently or must be disclosed by law.

14.3. The confidentiality obligation continues for five years after the end of the agreement; for trade secrets and personal data, for as long as the information retains its protected character.

15.1. Either party may terminate the agreement in the event of a material breach that is not remedied within 14 calendar days of written notice of default, unless remediation is impossible or urgent intervention is justified.

15.2. The Client may terminate an engagement early, but pays for the work performed, demonstrably reserved capacity that could not reasonably be rescheduled, non-cancellable external costs and reasonable closing and handover costs.

15.3. Niyrah may suspend or terminate immediately in the event of serious payment arrears, unlawful use, security risks, abuse, infringement of third-party rights or engagements that conflict with the law or professional ethics.

15.4. After termination, access and available handover materials are provided to the extent the invoices concerned have been paid. Temporary environments may be deleted 30 days after termination, unless agreed otherwise. Where reasonably possible, Niyrah announces this deletion at least 7 calendar days in advance.

16.1. Niyrah is liable only for direct, proven damage that is the immediate consequence of an attributable contractual error.

16.2. To the extent legally permitted, total liability per engagement is limited to the amount excluding VAT actually paid by the Client for the engagement concerned in the twelve months preceding the damaging event, with the total amount of the engagement concerned as the maximum.

16.3. Niyrah is not liable for indirect damage, consequential damage, loss of profit or revenue, missed savings, loss of opportunities, reputational damage or data loss, except to the extent exclusion is not legally permitted.

16.4. No limitation applies in the event of fraud, wilful misconduct, liability that cannot legally be excluded, or damage to life or physical integrity.

16.5. The Client takes reasonable measures to prevent and limit damage and reports damage without unreasonable delay.

17.1. Neither party is liable for delay or non-performance caused by circumstances beyond its reasonable control, including prolonged outages of cloud or network services, cyber incidents at third parties, power outages, illness, government measures, labour disputes or natural disasters.

17.2. Obligations are suspended for as long as the force majeure lasts. If the situation continues for more than 60 calendar days, either party may terminate the affected engagement in writing without compensation, with payment for work already performed and external costs already incurred.

18.1. The parties accept e-mail and electronic project tools as valid means of communication and as evidence of agreements, approvals and notices, subject to proof to the contrary.

18.2. The Client keeps its contact and billing details up to date.

19.1. The agreement is governed by Belgian law.

19.2. The parties first attempt to resolve disputes in good faith.

19.3. If no resolution is reached, the courts of the judicial district of Antwerp have jurisdiction, to the extent this choice of forum is legally valid.

Questions about these terms: legal@niyrah.be or hello@niyrah.be.

This English version is a faithful translation of the Dutch “Algemene voorwaarden — B2B” provided for convenience. In the event of any difference in interpretation between the two versions, the Dutch version prevails.