General terms and conditions of sale

Onelia platform (DCNG SRL), version 5 of 22 October 2026

Article 1. Definitions and scope

1.1. These general terms and conditions of sale govern all contractual relations between DCNG SRL, a limited liability company incorporated under Belgian law, having its registered office at Avenue de l’Abbaye d’Aywiers 25, 1410 Waterloo, registered with the Crossroads Bank for Enterprises under enterprise number 0780.406.273 (hereinafter referred to as “DCNG”, “the Publisher” or “the Provider”), and any natural or legal person acting for purposes relating to its professional, commercial, industrial, craft or liberal activity who opens a Client Workspace for a free trial or takes out a subscription to the Onelia service (hereinafter referred to as “the Client”).

1.2. For the purposes of these terms, “Service” or “Onelia” means the software as a service solution published by DCNG, comprising a mobile application for iOS and Android systems, a web back office portal and all associated functionalities for managing the Client’s customers, jobs, sites, quotations, invoices, stock, calendar and teams, as well as electronic invoicing through the Peppol network. “Account” means the named workspace opened in the name of a specific natural person and giving access to the functionalities subscribed for. “Client Workspace” means the environment opened in the Client’s name within the Service, to which the subscription attaches and which brings together all the Client Content as well as the Accounts of its Users. “User” means any natural person authorised by the Client to access the Service by means of login credentials of his or her own. “Billed User” means any person holding an Account that gives him or her access to the Client Workspace, namely the person who opened the Client Workspace and each User whose invitation has been accepted, for as long as the Client has not deactivated that access. “Client Content” means all data, information, documents, images, files and settings entered or uploaded by the Client or its Users into the Service. “Payment Provider” means the authorised payment service provider to which DCNG entrusts the collection of subscription payments.

1.3. The Service is reserved for professional users and is not intended for consumers within the meaning of Article I.1, 2°, of the Code of Economic Law. The Client represents and warrants that it acts exclusively for purposes relating to its professional activity.

1.4. These general terms and conditions of sale alone apply to the contractual relationship. They prevail over any document issued by the Client, including its own general conditions of purchase, save where DCNG has accepted an express, written and prior derogation. Any such derogation is valid only for the subscription concerned and leaves the application of the other provisions unaffected.

1.5. Upon registration, the Client accepts these general terms and conditions of sale, the general terms of use and the data processing agreement appended to them, by means of a separate tick box provided for that purpose. The natural person who carries out the registration opens the Client Workspace, becomes its administrator and is its first User. DCNG retains, by way of evidence, the version accepted together with the date and time of that acceptance. The privacy policy, which constitutes information provided under Articles 13 and 14 of the General Data Protection Regulation, is brought to the Client’s attention by a link appearing immediately below that box; it is not subject to acceptance and the updating of it entails no amendment to these terms.

1.6. DCNG reserves the right to amend these general terms and conditions of sale. Amendments are communicated to the Client at least thirty (30) calendar days before they take effect, by electronic mail sent to the Client Workspace administrator and by publication on the onelia.be website. They apply to services supplied after they take effect. A Client who refuses the amendments may terminate its subscription without compensation, by notice sent to DCNG before the date on which the amendments take effect, the termination taking effect on that same date and any sums paid in advance in respect of the subsequent period being refunded on a pro rata basis.

Article 2. Subscription and formation of the contract

2.1. Subscription to the Service takes place exclusively online, following the steps set out below: creation of the Client Workspace from the Onelia web portal, confirmation of the electronic mail address provided, a free trial period of fifteen (15) calendar days, then subscription on the Subscription page of the web portal. The onelia.be website presents the Service and refers to the web portal for registration. No quotation or purchase order is used.

2.2. During the trial period, the Client uses all the functions of the Service free of charge, without commitment and without providing any means of payment. A Client who subscribes before the end of the trial period retains the benefit of the remaining trial days. The contract is formed on the date on which the Client takes out the subscription on the Subscription page of the web portal. If no subscription is taken out by the end of the trial period, the Client Workspace switches to limited access: the Client may consult and export its Client Content and complete the information relating to its business, but may not create or modify any other content. A Client Workspace that remains without a subscription is kept in that state for ninety (90) calendar days from the end of the trial period, after which its Client Content is erased under the conditions of Article 5.6.

2.3. The Client undertakes to provide accurate, complete and up to date information upon subscription, in particular its name, its address, its enterprise number, its billing details and the identity of the Client Workspace administrator, and to keep that information up to date throughout the term of the contract. DCNG cannot be held liable for the consequences of inaccurate or out of date information provided by the Client.

2.4. DCNG reserves the right to refuse a subscription, in particular where the Client has failed to comply with its obligations under an earlier relationship, where the request is manifestly unlawful, or where the Client is manifestly insolvent.

Article 3. Description of the Service, availability and support

3.1. DCNG makes available to the Client a software solution accessible remotely, without local installation, subject to the application components installed on the Users’ mobile devices. The functionalities included in the subscription, the single plan per Billed User and the usage limits attached to it are described on the Pricing page of the onelia.be website. The version of that page applicable to the contractual relationship is the one in force on the day of subscription and, for renewed periods, on the day of renewal.

3.2. DCNG endeavours to ensure that the Service is available twenty-four hours a day, seven days a week. It is bound by an obligation of means and not by an obligation of result, having regard to the technical contingencies inherent in the internet, in hosting infrastructures and in the third party components on which the Service relies.

3.3. Planned maintenance operations may be organised, in particular in order to carry out technical or functional developments to the Service. DCNG endeavours to schedule them outside usual business hours and to inform the Client of them beforehand by any appropriate means. Corrective or security maintenance operations may also be carried out without notice where this is justified by urgency.

3.4. The Service may evolve, in particular through the addition, modification or removal of functionalities. DCNG endeavours to preserve the functional continuity of the Service and to inform the Client, by any appropriate means, of material developments. Such developments give the Client no right to a reduction, refund or termination, except where they entail an appreciable reduction in the functionalities described on the Pricing page as at the day of subscription or of the last renewal, in which case the Client may terminate without compensation, any sums paid in advance in respect of the subsequent period being refunded on a pro rata basis.

Electronic invoicing and fair use of the Peppol network

3.5. Certain functionalities, in particular electronic invoicing through the Peppol network, rely on components operated by third parties. The availability and proper functioning of those components do not depend on DCNG alone, and DCNG cannot be held liable for interruptions, delays or failures of performance attributable to those third parties.

3.6. The issuing of documents through the Peppol network is included in the subscription price, within a fair use limit set at one hundred (100) documents per month per Billed User, assessed globally at the level of the Client Workspace. In the event that this limit is exceeded, DCNG informs the Client in writing and offers it a price supplement corresponding to the unit cost charged to DCNG by the access point provider. The supplement is payable only once the Client has agreed to it. Failing agreement within thirty (30) calendar days of the offer, either party may terminate the contract without compensation on thirty (30) days’ notice, any sums paid in advance in respect of the subsequent period being refunded on a pro rata basis. Exceeding the fair use limit does not in itself entail either suspension of the Service or blocking of the issuing of documents in progress.

3.7. DCNG provides technical support to the administrators of the Client Workspace by electronic mail and through the reporting function built into the Service. No hours of availability and no response time are guaranteed at this stage. Support covers assistance with the use of the Service and the reporting of faults, to the exclusion of advisory, training, bespoke configuration, integration or data migration services, which are, where applicable, the subject of a separate agreement.

Article 4. Price, invoicing and payment

4.1. The subscription price is, per Billed User, twenty-nine euros (EUR 29.00) excluding value added tax per month under the monthly plan, or two hundred and ninety euros (EUR 290.00) excluding value added tax per year under the annual plan. DCNG may make promotional offers, in particular a reduced rate, a discount or an extended trial period. The conditions of each offer, in particular its beneficiaries, duration, amount and end date, are set out on the Pricing page of the onelia.be website or communicated to the Client with the offer. DCNG may extend an offer, but may not bring forward its end date. Unless otherwise stated, an offer may not be combined with any other discount, including that of the annual plan, and its end, under the announced conditions, does not constitute a rate adjustment within the meaning of Article 4.5. The first of these offers is the founders’ rate: nineteen euros (EUR 19.00) excluding value added tax per month, or two hundred and twenty-eight euros (EUR 228.00) excluding value added tax per year, for each of the first five (5) Billed Users, any further Billed Users being billed at the standard price. It is reserved for Clients registered on the waiting list of the onelia.be website and for Clients whose Client Workspace was created no later than the end date of the offer stated on the Pricing page.

4.2. Subscriptions are sold and invoiced by DCNG. DCNG sends its invoices to the Client through the Peppol network, where the Client can be reached on that network, and by electronic mail. The invoices charge the applicable value added tax, or state that the reverse charge applies where the Client is a taxable person in another Member State of the European Union and has provided a valid VAT identification number. They are payable within fifteen (15) calendar days of their date, by one of the means of payment offered by the Payment Provider.

4.3. The subscription is payable in advance, according to the monthly or annual frequency chosen by the Client, for each Billed User, subject to a limit of twenty (20) Users per Client Workspace. For a User added during a period, the Client pays for the days remaining until the next due date, including the day of arrival; that amount is added to the next invoice under the monthly plan and invoiced immediately under the annual plan. The removal of a User during a period gives rise to no refund; that User’s place remains acquired by the Client until the next due date and may be assigned free of charge to another User. Switching from the monthly plan to the annual plan takes effect immediately, the unused part of the current monthly period being deducted from the price of the year. Switching from the annual plan to the monthly plan takes effect on the due date of the current year.

4.4. Where an invoice is not paid within the period provided for in Article 4.2 and the situation is not regularised within fifteen (15) calendar days following a reminder sent to the Client, DCNG may place the Client Workspace in read only mode. In that mode, the Client retains access to its Client Content, may consult and export it, and no data is erased; only the creation and modification functions are disabled. Full access is restored as soon as payment is received. Continued non payment beyond thirty (30) calendar days from the switch to read only mode constitutes a serious breach within the meaning of Article 5.3.

4.5. DCNG may adjust its rates no more than once per contractual period of twelve months. Any adjustment is communicated to the Client at least sixty (60) calendar days before the date on which it takes effect. For annual subscriptions, the new rate applies only as from the following renewal. A Client who refuses the adjustment may terminate the subscription without compensation, by notice sent to DCNG before the date on which the new pricing takes effect, the termination taking effect on that same date.

4.6. By way of derogation from Article 4.5, the founders’ rate referred to in Article 4.1 is fixed and not index linked for the entire term of the subscription, until it is terminated by either party. The switching of the Client Workspace to read only mode for non payment, followed by regularisation, does not entail the loss of the benefit of that rate. That benefit is, on the other hand, definitively lost if the subscription is terminated, on whatever ground.

Article 5. Term, renewal, termination and retrieval

5.1. The subscription is taken out under one of the two following plans. The monthly plan is entered into without any commitment as to duration: it may be terminated at any time by the Client, from within the Service or by written notice, the termination taking effect at the end of the current month, without any refund of the month under way. The annual plan is payable in advance and entered into for a term of one (1) year, tacitly renewed for successive periods of one (1) year; it may be terminated by either party up to the day before the expiry of the current period, the termination taking effect on that expiry.

5.2. DCNG reminds the Client, at least thirty (30) calendar days before the end of each annual contractual period, of the expiry date of that period and of the arrangements for giving notice. That reminder is sent by electronic mail to the address of the Client Workspace administrator.

5.3. Either party may terminate the contract by operation of law, upon written formal notice that has remained without effect for a period of fifteen (15) calendar days, in the event of a serious breach by the other party of its obligations, in particular in the event of persistent non payment within the meaning of Article 4.4, or of failure to comply with the obligations relating to the use of the Service, to security, to the protection of personal data or to intellectual property. Termination is notified in writing and takes effect on the date stated in the notice, without prejudice to any damages due to the injured party.

5.4. DCNG may, moreover, terminate the contract without compensation on three (3) months’ notice, in the event that it ceases to publish the Service, that a material change in technical components makes it impossible to continue the Service on reasonable terms, or that an event occurs which calls into question the economic balance of the contract within the meaning of Article 11. Any sums paid in advance in respect of the period after the termination takes effect are refunded on a pro rata basis.

Retrieval and erasure of Client Content

5.5. On expiry or termination of the contract, on whatever ground, the Client Workspace is maintained in read only mode for ninety (90) calendar days (hereinafter referred to as the “Retrieval Period”). During that period, the Client retains access to its Client Content and has the benefit of the self service retrieval functionality allowing it to export, without any involvement of DCNG, the whole of its Client Content in a structured format, together with the associated files and a completeness manifest. That functionality is also available at any time during the term of the contract.

5.6. On expiry of the Retrieval Period, DCNG erases the Client Content from its production systems within thirty (30) calendar days. Client Content remaining in the encrypted backups is deleted at the end of their rolling retention cycle, which does not exceed ninety (90) days. Retrieval exports placed on the dedicated download area are deleted automatically seven (7) days after they are generated. Beyond those periods, DCNG retains only its own accounting records and the data strictly necessary to evidence performance of the contract and to defend its rights, on the terms described in its privacy policy.

5.7. Termination or expiry of the contract does not release the Client from its obligation to pay all sums due in respect of periods already performed. Where DCNG terminates for breach by the Client, the periods under way remain payable.

Article 6. Obligations of the Client

6.1. The Client ensures that each Account corresponds to a single natural person and that login credentials are not shared between several persons. The same person may connect simultaneously from several devices. The Client enforces this rule as against its Users and closes or reassigns the Accounts of persons who leave its organisation.

6.2. Where DCNG finds that an Account is being used by several persons, it informs the Client and requests it to regularise the situation within fifteen (15) calendar days, by opening the missing Accounts. Failing regularisation, the missing Users are invoiced to the Client, in accordance with Article 4.2, for the months during which the sharing was found to have taken place, up to a maximum of the three (3) months preceding the finding. The Client Workspace is not suspended on that ground alone. The arrangements for the technical count enabling that finding to be made are described in the privacy policy.

6.3. Where the Client issues its invoices by means of the Service, it undertakes that the Service will remain the sole channel for issuing the series of invoices concerned, including as regards statutory numbering, time stamping, integrity and electronic archiving. The Client accordingly undertakes not to issue in parallel any invoices belonging to the same series by means of other software, another access point to the Peppol network or through a third party. DCNG is not answerable for breaks in the continuity of the numbering, for gaps in the archive or for any tax or accounting consequences arising from parallel issuing.

6.4. The Client retains its books, invoices and supporting documents for the statutory period applicable to it, in particular ten (10) years for value added tax purposes in Belgium and seven (7) years for accounting books and records within the meaning of Book III of the Code of Economic Law, or for the equivalent periods laid down by French or Luxembourg law where it is established there. It is for the Client to export its data during the Retrieval Period and to arrange for it to be archived. DCNG assumes no statutory archiving obligation on the Client’s behalf beyond that period.

6.5. The Client remains responsible for the security of its own environment, in particular the management of its Users’ access rights, the strength of their passwords, the security of the devices on which the application is installed and the revocation of the access rights of Users who leave its organisation.

Article 7. Liability

7.1. DCNG undertakes to perform the agreed services with professionalism, care and diligence, deploying the means reasonably necessary for their proper performance. Save where expressly stipulated otherwise, DCNG’s obligations are obligations of means and not obligations of result.

7.2. DCNG undertakes that the electronic invoices generated by the Service will comply, as regards their format and their validation rules, with the European standard on electronic invoicing and with the Peppol network specifications in force, and that it will adapt the Service to changes in those specifications within a reasonable time. That undertaking relates to the formal compliance of the documents produced and not to the accuracy of the data entered in them by the Client.

7.3. Subject to Article 7.2, DCNG assumes no liability for the content of documents drawn up by the Client or its Users using the Service, for the accuracy of the data entered, or for the compliance of those documents with the requirements specific to the Client’s activity. The Client alone is responsible for choosing the Service in the light of its needs, for training its Users and for complying with its own legal and contractual obligations, in particular accounting, tax, commercial and professional obligations.

7.4. DCNG cannot be held liable for delays, interruptions or failures of performance resulting from external factors beyond its control, in particular the failure of a telecommunications operator, a hosting provider, a Peppol operator, the Payment Provider or a third party component, a malicious cyber attack, or late or incomplete communications from the Client.

7.5. DCNG makes daily encrypted backups of the data, kept on a rolling cycle of ninety (90) days. In the event of loss or corruption of Client Content attributable to DCNG, DCNG deploys reasonable means to restore it from the most recent available backup. Its liability in that respect remains subject to the limits set out in Article 7.6.

7.6. DCNG’s liability, whether contractual, extra contractual or otherwise, is limited to direct, certain, actual and duly established damage. Indirect and intangible damage is excluded from any compensation, including loss of profit, loss of turnover, loss of opportunity, loss of customers, harm to image or reputation and the cost of acquiring a replacement service. The total aggregate amount of the compensation that may be imposed on DCNG in respect of all damage occurring during the same annual contractual period is limited to the sums invoiced to the Client in respect of the subscription during the twelve (12) months preceding the occurrence of the event giving rise to liability. These exclusions and limitations do not apply in the event of fraud (dol), in the event of gross negligence on the part of DCNG or of its employees or agents, or in the event of harm to life or to physical integrity. For any situation not expressly governed by these terms, the default provisions of Book 6 of the Civil Code apply.

7.7. The Client indemnifies DCNG against any third party claim, action or demand founded on the Client Content, on its lawfulness, on the intellectual property or personality rights attaching to it, on the use that the Client or its Users make of the Service, or on the Client’s failure to comply with its legal, regulatory or contractual obligations.

Article 8. Intellectual property and licence to use

8.1. DCNG remains the exclusive holder of all intellectual property rights and related rights in the Service, including its source code and object code, its architecture, its interfaces, its databases, its algorithms, its documentation and its graphic design, as well as in the “Onelia” trade mark, the associated domain name and all the elements making up its visual identity. No provision of these terms may be construed as effecting, for the benefit of the Client, a transfer of intellectual property rights or any right whatsoever in the source code of the Service.

8.2. Subject to payment in full of the sums due and for the entire term of the contract, DCNG grants the Client a right to use the Service which is personal, non exclusive, non transferable, non assignable and non sub licensable, solely for the internal needs of its professional activity, for the number of Billed Users and in accordance with the plan subscribed for. That right is granted for the territory of the Member States of the European Union and for the term of the current subscription.

8.3. The Client undertakes, for itself and on behalf of its Users, not to reproduce, communicate, adapt, modify, correct, translate, arrange, distribute, market, make available to a third party, decompile, disassemble, carry out any reverse engineering of, or extract or re utilise in a substantial or repeated manner, the Service or any element making it up, other than in the cases expressly provided for by Book XI of the Code of Economic Law and within the strict limits of the interoperability exception. The Client further undertakes not to circumvent the technical protection measures put in place by DCNG, not to test the security of the Service without prior written authorisation, and not to use the Service in order to develop a competing service.

8.4. The Client retains full ownership of the Client Content. It grants DCNG, for the entire term of the contract and for the purposes strictly necessary for the performance of the Service, a non exclusive licence to host, reproduce, display, technically adapt and transmit the Client Content, solely in order to supply, operate and secure the Service.

8.5. DCNG may refer to the Client’s name, company name, trade mark and logo as a commercial reference, on its website, in its commercial documents and in the context of tenders, unless the Client objects in writing.

8.6. The Client and its Users may send DCNG suggestions, proposals for improvement and feedback relating to the Service. DCNG is free to use, implement and exploit them, as well as the developments they inspire, without consideration, without limitation as to time or territory and without any obligation of attribution. The developments resulting from them belong to DCNG. In so far as copyright subsists in the form of a suggestion, the Client grants DCNG, in that form alone and for the purposes of the Service, a non exclusive, royalty free, worldwide licence granted for the term of protection. This provision covers neither the Client Content, which remains governed by Article 8.4, nor the Client’s confidential information, which remains governed by Article 10.

Article 9. Protection of personal data

9.1. The processing of personal data which DCNG carries out on behalf of the Client in the context of the Service is governed by the data processing agreement appended to these terms, which forms an integral part of them and which is accepted by the Client upon registration.

9.2. The processing operations which DCNG carries out on its own behalf, as controller, in particular account management, support, platform security and commercial communications, are described in the privacy policy, published separately on the onelia.be website. That policy constitutes information and not a contractual document; the updating of it entails no amendment to these terms or to the data processing agreement.

Article 10. Confidentiality

10.1. Each party undertakes to treat as confidential all information communicated to it by the other party in the context of the contractual relationship which is confidential in nature, whether by reason of its nature or by reason of the circumstances in which it was communicated. That obligation covers in particular the technical, commercial, financial, strategic and marketing matters of the other party, as well as information relating to the technical solution, to customer or prospect databases, to prices and to methodologies.

10.2. The confidentiality obligation does not apply to information which has entered the public domain otherwise than through a breach of that obligation, to information already known to the receiving party before it was communicated, to information lawfully obtained from a third party not bound by an obligation of confidentiality, or to information whose communication is required by law or by a judicial or administrative decision.

10.3. The confidentiality obligation remains in force for the entire term of the contract and for a period of five (5) years from its ending, without prejudice to Article 9 and to the protection afforded to trade secrets under the Act of 30 July 2018 on the protection of trade secrets.

Article 11. Force majeure and change of circumstances

11.1. Neither party may be held liable for a delay or a failure to perform resulting from a case of force majeure, understood as any event beyond its control which makes it impossible, temporarily or permanently, to perform all or part of its obligations. This covers in particular, without that list being exhaustive, natural disasters, epidemics, fires, floods, acts of terrorism, general or sectoral strikes, major failures of suppliers or technical service providers, interruptions of energy or telecommunications networks, large scale cyber attacks and unforeseen administrative decisions.

11.2. Should such an event occur, the obligations affected are suspended for the duration of the impediment. If the impediment continues beyond sixty (60) calendar days, either party may bring the contract to an end by written notice sent to the other, without any compensation being due, subject to payment for the services already performed and to the pro rata refund of any sums paid in advance in respect of the subsequent period.

11.3. Where, as a result of an unforeseeable change of circumstances, performance of the contract becomes excessively onerous for one of the parties, to the point where it would be manifestly unreasonable to require performance on the terms initially agreed, the parties undertake to renegotiate the terms of the contract in good faith. Failing agreement within thirty (30) calendar days from the request to renegotiate, either party may terminate the contract in writing, without compensation, subject to payment for the services already performed.

Article 12. Miscellaneous provisions

12.1. The nullity, illegality or unenforceability of a term or part of a term of these conditions, whether pronounced by a judicial decision or resulting from a legislative amendment, will not affect the validity of the other terms, which will retain their full effect. The parties undertake to replace the invalid term with a valid provision whose economic and legal effects are as close as possible to those of the term set aside.

12.2. The fact that one of the parties does not rely at a given time on a provision of these conditions may in no case be construed as a waiver of its right to rely on it subsequently.

12.3. The Client undertakes not to assign all or part of the contract to a third party without DCNG’s prior written agreement. DCNG reserves the right to assign all or part of the contract to any affiliated company or in the context of a restructuring, merger, division or partial contribution of assets, subject to prior written notice to the Client.

12.4. Any communication between the parties, made by electronic mail sent to the contact addresses provided or by any other agreed means, produces the same legal effects as written correspondence, save where the law provides otherwise. The parties recognise the validity and evidential value of the electronic writings and electronic signatures used in the context of the contract, in accordance with Regulation (EU) No 910/2014.

12.5. These general terms and conditions of sale are drawn up in French and published in French, Dutch and English. In the event of any divergence between those versions, the French version prevails.

Article 13. Applicable law, amicable settlement and jurisdiction

13.1. These general terms and conditions of sale, and all contractual relations between DCNG and the Client, are governed exclusively by Belgian law. That choice is made in accordance with Article 3 of Regulation (EC) No 593/2008 on the law applicable to contractual obligations and applies irrespective of the Client’s place of establishment, without prejudice to the mandatory provisions from which the law of the forum seised does not allow derogation.

13.2. In the event of a dispute concerning the interpretation, performance or validity of these conditions, the parties undertake to attempt, before bringing any legal proceedings, to reach an amicable solution within thirty (30) calendar days from the written notification of the dispute by one party to the other.

13.3. Failing an amicable settlement, any dispute falls within the exclusive jurisdiction of the courts and tribunals of the judicial district of Walloon Brabant. The parties expressly agree on this conferral of jurisdiction in accordance with Article 25 of Regulation (EU) No 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, acceptance of these conditions by electronic means constituting a written agreement within the meaning of paragraph 2 of that provision.