1Preamble and definitions
These General Terms and Conditions of Sale (hereinafter the "Terms") govern the contractual relationship between Novadesko SRL, a company incorporated under Belgian law with its registered office at Rue de Boussoit 4, 7110 Maurage (La Louvière), Belgium, registered with the Crossroads Bank for Enterprises under number BE 1018.192.568 (RLE Hainaut, Mons division), reachable at hello@novadesko.com and on 0800 73 839 (hereinafter "Novadesko"), and any person (hereinafter "the Client") creating an account or taking out a subscription on the Novadesko platform.
Definitions:
- Service: the Novadesko SaaS platform, including the invoicing, CRM, point-of-sale, accounting and Peppol modules, and any additional module subscribed to.
- Subscription: the fixed-term or open-ended agreement entered into by the Client giving access to the Service.
- Agreement: these Terms together with the order confirmation and, where applicable, any special conditions.
- Billing period: the period (monthly or yearly) covered by the payment made.
- Stripe: the third-party payment provider used to collect payments.
2Formation of the agreement and time of sale
The agreement between Novadesko and the Client is deemed concluded at the time of the first successful financial transaction, that is, when a payment is processed and accepted by Stripe or any other payment provider.
2.1 Acceptance of the offer
By ticking the box "I accept the general terms and conditions of sale" when subscribing and confirming payment, the Client acknowledges having read these Terms and accepts them without reservation.
2.2 Failed payment
If the payment fails, for whatever reason, no agreement is formed and no amount is due. The Client may restart the subscription at any time. No fee, no compensation and no collection procedure may arise from a failed payment.
2.3 Account without payment (freemium)
Merely creating an account without a financial transaction entails no payment obligation; the free plan is governed by the "Free plan" section of article 3. Novadesko may deactivate a free account subject to 30 days' notice by e-mail, the Client retaining the ability to export their data in accordance with article 6.1.
3Pricing, invoicing and VAT
3.1 Prices
Prices displayed on novadesko.com are stated in euros (€), excluding VAT. The applicable Belgian VAT (currently 21%) is added when the order is confirmed, according to the Client's tax profile.
3.2 Invoicing arrangements
- Monthly: the Client is billed each month on the anniversary date of the subscription.
- Yearly: the Client is billed once for 12 months, with a discount applied under the conditions in force.
3.3 Price revision
Novadesko reserves the right to change its prices with a minimum notice of 30 days by e-mail. In case of disagreement, the Client may terminate the subscription before the new price takes effect.
Free plan (Free)
Activating an account on the free plan (Free) is free of charge and without commitment. It gives access to a limited scope of the Service:
- 3 sales invoices per year;
- 60 incoming Peppol invoices per year, i.e. an average of 5 per month;
- access in simplified mode, without a product catalogue and without bank synchronisation (Bank Sync).
No invoicing may arise from the free plan. The account remains free as long as the Client has not subscribed to a paid plan and accepted its conditions.
Reaching the quotas. Novadesko informs the Client by e-mail at 80% and again at 100% of the annual quota. Beyond that:
- the issuing of sales invoices is paused until the annual renewal of the quota or until a paid plan is subscribed;
- incoming documents received beyond the quota remain accessible, free of charge; if the Client has not subscribed to a paid plan within 30 days of exceeding the quota, the Peppol access point of the free plan is deactivated. This deactivation entails no fees, does not restrict access to the data or to documents already received, and leaves the Client free to register their company number with the Peppol provider of their choice at any time.
Deactivation. The Client may at any time, and without condition, deactivate their Peppol access point, close their free account and export their data. This right may not be suspended for any reason whatsoever.
4Payment terms and late payment
4.1 Accepted payment methods
Novadesko accepts payments by credit/debit card (Visa, Mastercard, American Express), SEPA bank transfer and SEPA direct debit. Payments are processed by Stripe, PCI-DSS level 1 certified.
4.2 Late payment
This article applies only to current subscriptions with an unpaid due amount; it never applies to a subscription that was never formed (article 2.2).
In case of late payment:
- an automatic collection attempt is made 3 and 7 days after the due date;
- late-payment interest at the applicable Belgian statutory rate accrues automatically, without prior formal notice;
- a fixed compensation of €40 for collection costs is due in accordance with the Belgian law of 2 August 2002.
4.3 Suspension for non-payment
5Term and termination
5.1 Term and renewal
The subscription is concluded for the chosen period.
Annual subscription taken out following a prospecting letter: no tacit renewal. Novadesko invites the Client to renew by letter and by e-mail before the expiry date. Without a new payment, access ends and no amount is due.
Other subscriptions: tacit renewal for an identical period, unless terminated before the expiry date. Novadesko reminds the Client of the expiry date and the applicable price by e-mail at least thirty days in advance, stating the termination deadline. In the absence of this reminder, the renewal does not take effect.
5.2 Termination by the Client
The Client may terminate the subscription at any time from their client area or by contacting support. Termination takes effect at the end of the current billing period. No pro-rata refund is made for the remaining period, unless otherwise required by law.
5.3 Termination by Novadesko
Novadesko may terminate the agreement with immediate effect in case of: persistent non-payment (> 30 days), serious breach of the terms of use, fraudulent or abusive use of the Service, or a court decision.
5.4 Discontinuation of Novadesko's activities
In the event of definitive discontinuation of the Service, Novadesko will inform Clients with a minimum notice of 90 days and will facilitate data export.
5.5 Offers subscribed following a prospecting letter
By way of derogation from article 5.2, the following provisions apply to any subscription made using an activation code or QR code shown on a Novadesko prospecting letter:
- The subscription taken out in this context is not tacitly renewed: at the end of the twelve months, the Client is invited by letter and by e-mail to renew; without a new payment, paid access ends and the account reverts to the free plan.
- The Client has fourteen (14) calendar days from the subscription to cancel free of charge, with a full refund. After this period, the offer is deemed definitively confirmed.
- As a tolerance, where the Client has not had the opportunity to discuss it with their accountant, cancellation remains possible until the end of the current VAT return period (monthly or quarterly depending on the Client's regime) at the time of subscription. In that case, the elapsed period of use is billed at the monthly rate without commitment (for example, €25 excl. VAT per month for the Starter plan), pro rata for the months started, and any balance is refunded.
- By comparison, the Starter plan with a twelve (12) month commitment amounts to €19 excl. VAT per month, i.e. €228 excl. VAT per year. The offer linked to the prospecting letter grants a 30% advantage on the first year, i.e. €159.60 excl. VAT (€193.12 incl. VAT).
6Data and confidentiality
The processing of personal data is governed by Novadesko's Privacy Policy. Novadesko acts as processor of the data of the Client's end users.
6.1 Ownership of data
The Client retains all rights to the data they enter; Novadesko acquires no rights over such data beyond what is necessary to perform the Service. Upon termination, the data remains exportable (PDF, XML, CSV) for 90 days; the Client is notified by e-mail before any permanent deletion. Data is hosted on secure servers in the European Union, in accordance with the GDPR.
6.2 Processing (article 28 GDPR)
For personal data processed on the Client's behalf, Novadesko: processes it only on the Client's documented instructions and for the performance of the Service; guarantees the confidentiality of the persons authorised to process it; implements appropriate technical and organisational measures (encryption in transit, backups, access control); assists the Client in complying with data-subject rights and notifies the Client without undue delay of any data breach; returns or deletes the data at the end of the agreement in accordance with article 6.1; and makes available the information necessary to demonstrate compliance, including audits.
Authorised sub-processors: Stripe (payments), OVHcloud (hosting, European Union), B2Brouter (Peppol access point), as well as the e-mail and SMS providers strictly necessary for the Service. Novadesko informs the Client of any change of sub-processor; the Client may raise reasonable objections.
7Liability and warranties
7.1 Service level
Novadesko aims for an indicative monthly availability of 99.5%, excluding scheduled maintenance. Novadesko's liability is limited to direct and foreseeable damage, capped at the amount paid by the Client over the last 12 months. This limitation does not apply in cases of fraud or intentional fault, harm to life or physical integrity, or where the law prohibits limiting liability.
7.2 Exclusions of liability
Novadesko is not liable for errors in data entered by the Client, for tax or accounting decisions taken on the basis of the Service, for interruptions caused by third parties, nor for indirect damage or loss of revenue.
8Peppol-specific provisions
Activating the Peppol module entails the Client's registration on the Peppol network, compliance with Belgian legal requirements on electronic invoicing, and acceptance of the conditions of the Peppol access point used by Novadesko.
Included document volumes are those displayed on the Subscriptions page. No offer is presented as unlimited. Per file, the included volumes are:
- Incoming Peppol documents (purchases): unlimited reception on all paid plans.
- Outgoing Peppol documents (sales): Starter 120 per year · Easy 240 per year · Pro 600 per year · Ultimate 1,200 per year.
Beyond the included outgoing volume, each additional document is billed at €0.10 excl. VAT. The Client is informed in the application when their quotas are reached.
9Applicable law and disputes
These Terms are governed by Belgian law. In the event of a dispute, the parties will endeavour to find an amicable solution. Failing that, the courts of the judicial district of Novadesko's registered office shall have exclusive jurisdiction.
The Client may address any complaint to hello@novadesko.com; the parties may also agree to mediation before any court action.
10Changes to these Terms
Novadesko may amend these Terms. The Client is informed by e-mail at least 30 days before they take effect. Amendments do not apply to the current subscription period, unless they are favourable to the Client or required by law. A Client who refuses the new terms may terminate free of charge before they take effect; failing that, they apply as from the next renewal.
11Miscellaneous
11.1 Force majeure
Neither party is liable for a failure caused by force majeure (widespread energy or telecommunications outage, disaster, major cyberattack, decision of a public authority...). Obligations are suspended for the duration of the event; if it exceeds 60 days, either party may terminate without compensation.
11.2 Severability
The nullity or unenforceability of one clause does not affect the others, which remain fully applicable; the clause concerned is replaced by a valid provision with an equivalent economic effect.
11.3 Assignment
Novadesko may assign the agreement in the context of a reorganisation or acquisition, with these terms maintained; the Client is informed. The Client may not assign their subscription without Novadesko's written consent.
11.4 Confidentiality
Each party keeps confidential the non-public information of the other party of which it becomes aware in the context of the agreement, for its duration and three years after its end.
11.5 Licence and intellectual property
Novadesko grants the Client, for the duration of the subscription, a personal, non-exclusive and non-transferable right to use the Service. The platform, its code, its trademarks and its content remain the exclusive property of Novadesko.
11.6 Reversibility and backups
The Client may export their invoices and documents at any time in PDF, XML and CSV formats. Novadesko performs regular backups of the Service; these do not relieve the Client of keeping their own copies in accordance with their legal retention obligations (notably accounting and tax).