Terms and Conditions

1. Payment Terms
   For projects below €5,000 the invoice is issued alongside the project report and must be paid within 15 days.
   For projects exceeding €5,000 payments are structured as follows:
   – 30% due at project kick-off
   – 50% due upon reaching 50% project completion
   – 20% invoiced with the final report, payable within 15 days.
   Payments to BuildWind are tied to the milestones (kick-off, interim progress, final delivery). Delays caused by the Client or its partners (including but not limited to delays in validation, coordination, communication, or financing) shall not suspend or defer the corresponding payments. If such a delay exceeds 15 calendar days, the next milestone payment will be deemed achieved and the related installment will become immediately due.
   Payments will be made in EUR via bank transfer.
   In accordance with Belgian law, interest on late payments is automatically applied. The rate is determined semi-annually. In addition to interest, a fixed sum of 40 EUR is due for recovery costs, which is also automatic and not subject to negotiation.
   BuildWind’s fees, as set out in the proposal, include the costs of labor, overhead expenses, and the use of BuildWind’s computational resources necessary for the execution of the project, unless otherwise explicitly stated in the proposal.
2. Project Start Date
   The expected execution time of the project is intended to start from when BuildWind receives and approves the final version of the three-dimensional CAD model and any other information requested necessary for setting up the numerical simulations.
3. Confidentiality
   Both parties agree to keep all confidential information disclosed during the project strictly confidential. Confidential information will only be used for the purpose of executing the project. Neither party will disclose confidential information to third parties without prior written consent.
4. Liability and Warranty
   BuildWind warrants that the services provided will meet the specifications and standards agreed upon in the proposal.
   The Client acknowledges that all modelling and simulation techniques fail to reproduce real physical phenomena with absolute precision to some degree: possible errors are due to necessary assumptions, unpredictable boundary conditions and other simplifications.
   The Client acknowledges that the accuracy and completeness of any CAD models provided to BuildWind are solely the responsibility of the Client, and BuildWind shall not be liable for any errors, defects, or inaccuracies in such models or for any consequences arising therefrom.
   BuildWind’s liability for any claims arising out of the project will be limited to the total fees paid by the Client under the agreement.
   The Client agrees to indemnify and hold BuildWind harmless from any claims, damages, or expenses arising out of the Client’s use of the deliverables.
5. Intellectual Property
   Upon full payment of all amounts due, the Client shall own the project results expressly identified as deliverables in the offer/contract (e.g., reports, recommendations, configuration files, final datasets, software binaries compiled for the Client).
   Unless expressly stated otherwise in the offer/contract, all models, algorithms, methodologies, source code, templates, tools, know-how, and processes used to produce the project results remain the exclusive intellectual property of BuildWind.
   Each party retains all rights to its pre-existing intellectual property and know-how. No rights are granted except as expressly set out above.
   Delivery of source code, model parameters, training data, or documentation beyond what is specified in the offer/contract is not included unless explicitly agreed in writing.
   Results by BuildWind are for the sole use of the Client and in accordance with generally accepted consultancy principles, the budget for fees and the terms of reference agreed between BuildWind and the Client. No third party may rely upon the results without the prior and express agreement of BuildWind. Results are intended not to be used for any other purpose than the one agreed by BuildWind and the Client. Any subsequent alterations to the design may influence these findings, possibly requiring further review by BuildWind.
6. Termination
   Either party may terminate the agreement with 30 days written notice.
   Either party may terminate the agreement immediately if the other party breaches any material term of the agreement and fails to remedy the breach within 15 days of receiving notice.
   In the event of termination, the Client will pay BuildWind for all services rendered and expenses incurred up to the termination date.
7. Amendments
   Any modifications or amendments to the agreement must be made in writing and signed by both parties.
8. **Force Majeure
   **Neither party will be liable for any failure or delay in performance due to causes beyond their reasonable control, including natural disasters, acts of government, or other unforeseeable events.
   The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact of the force majeure event.
9. Governing Law
   The agreement and any non-contractual obligations arising out or in connection with it shall be governed by and construed in accordance with Belgian law.
   Any disputes arising under the agreement will be resolved through negotiation, and if necessary, through mediation or arbitration in Brussels, Belgium. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation. Mediation will be conducted in Brussels by a mutually agreed-upon mediator, and the costs of mediation will be shared equally by both parties. If the dispute is not resolved through mediation within 60 days, either party may submit the dispute to binding arbitration. Arbitration will be conducted in Brussels. The arbitration decision will be final and binding on both parties, and the costs of arbitration will be borne as determined by the arbitrator. In the event that any dispute arising under the agreement requires judicial intervention, the parties agree that the competent court shall be the court of Brussels, Belgium.
10. Entire Agreement
    The current agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, and representations.

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