Terms & Conditions

01 Provider Identification

02 Scope & Services

These T&Cs apply to all services offered by ProHacktiv SRL:

Diagnostics and as-a-service follow-up are quoted per engagement: the quote follows the client's headcount and the perimeter in scope, and is set in the commercial proposal before work starts. Training is sold in-house only, one client, one flat fee per session as listed above. All prices are in euros (EUR) exclusive of VAT. Belgian VAT at 21% applies unless the client is VAT-registered within the EU (reverse charge mechanism applies for intra-EU B2B transactions).

03 Contract Formation

The contract is formed upon signature of the commercial proposal or purchase order by both parties. The applicable T&Cs are those in force on the date of signature.

Any modification to the scope of services after signature must be agreed in a written amendment signed by both parties. Verbal agreements or email exchanges do not constitute binding amendments unless confirmed in a signed document.

04 Pricing & Payment Terms

Standard Payment Conditions

Payment deadline: 30 calendar days net from invoice date.

Late Payment

In the event of late payment, the following apply automatically and without prior notice, in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions:

• Late payment interest at the Belgian statutory reference rate increased by 8 percentage points
• A flat-rate recovery indemnity of €40 for collection costs
• ProHacktiv SRL reserves the right to suspend ongoing services until all outstanding invoices are settled

Time & Materials Engagements

05 Service Delivery

ProHacktiv SRL undertakes to deliver its services with the care and diligence expected of a professional consulting firm.

Timelines and delivery dates mentioned in commercial proposals are indicative, unless expressly stated as binding in writing.

The client undertakes to:

• Provide in a timely manner all information, credentials, and access required for service delivery
• Designate a clearly identified internal point of contact for each engagement
• Participate in scheduled review sessions and provide timely feedback on deliverables

Any delay caused by the client's failure to fulfil the above obligations may result in a postponement of delivery timelines and/or additional charges at the agreed daily rate.

06 Intellectual Property

ProHacktiv SRL Property

All proprietary methodologies, frameworks, tools, processes, templates and know-how developed by ProHacktiv SRL remain its exclusive intellectual property, regardless of whether they are used or referenced during a client engagement. This includes the diagnostic methodologies and all associated assessment tools.

Client Deliverables

Specific deliverables created exclusively for the client within the scope of a mission (custom reports, client-specific documentation) are assigned to the client upon full payment of all related invoices. Prior to full payment, ProHacktiv SRL retains all rights to such deliverables.

Training Materials

Training materials provided during workshops or training sessions are licensed to the client for internal use only. Redistribution, resale or use for third-party training without prior written consent is prohibited.

07 Confidentiality

Both parties acknowledge that they may have access to confidential information belonging to the other party in connection with their business relationship. Each party undertakes to:

• Keep all confidential information strictly confidential
• Use confidential information solely for the purposes of the contractual relationship
• Not disclose confidential information to any third party without prior written consent
• Apply at minimum the same level of protection as it applies to its own confidential information

This confidentiality obligation is in effect throughout the contractual relationship and for 3 years following its termination, regardless of the reason for termination.

Exceptions apply to information that is publicly available through no fault of the receiving party, or that must be disclosed by law or court order.

08 Liability

ProHacktiv SRL's total aggregate liability arising out of or in connection with any engagement is limited to the amount (exclusive of VAT) invoiced to the client for the specific service that gave rise to the claim during the 12 months preceding the event.

ProHacktiv SRL shall not be liable for:

• Indirect damages, consequential losses, loss of revenue or profit
• Loss of data or business opportunities
• Damages resulting from the client's failure to implement recommended security or governance measures
• Outcomes dependent on third-party AI platforms, APIs, or infrastructure outside ProHacktiv SRL's control

ProHacktiv SRL is bound by an obligation of means (best efforts), not an obligation of results, except where expressly stated otherwise in the commercial proposal.

09 Termination

Ongoing Engagements (As-a-service Follow-up, T&M)

Either party may terminate an ongoing engagement by giving 30 days' written notice. All services rendered and invoices issued up to the termination date remain due and payable.

ProHacktiv SRL may terminate immediately and without notice if the client is in material breach of these T&Cs (including non-payment beyond 60 days) or becomes insolvent.

One-Off Services (Diagnostics, Training)

In the event of cancellation by the client:

• More than 10 business days before the scheduled date: full refund of any deposit paid
• Between 5 and 10 business days: 25% cancellation fee on the total service amount
• Fewer than 5 business days: 50% cancellation fee on the total service amount

10 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to: natural disasters, pandemics, strikes, government actions, power failures, or internet infrastructure outages.

The affected party must notify the other party in writing within 5 business days of becoming aware of the force majeure event. If the event persists for more than 30 consecutive days, either party may terminate the affected contract without penalty.

11 Governing Law & Jurisdiction

These T&Cs are governed exclusively by Belgian law.

In the event of a dispute, the parties agree to first seek an amicable resolution through good-faith negotiations within 30 days of written notification of the dispute.

In the absence of an amicable resolution, any dispute relating to the formation, interpretation, or performance of these T&Cs shall be subject to the exclusive jurisdiction of the courts of the judicial district of Nivelles (Brabant Wallon), Belgium.

12 Amendments to T&Cs

ProHacktiv SRL reserves the right to amend these T&Cs at any time. Clients will be notified of material changes at least 30 days in advance via email or website notice.

The T&Cs applicable to each engagement are those in force on the date of signature of the relevant commercial proposal. Existing contracts are not retroactively affected by T&C amendments.

Questions about these T&Cs? Contact us at: info@prohacktiv.io