1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- “Agency” refers to Indeco BV, a full-service digital agency based in Belgium.
- “Client” means the individual, firm, or corporate body engaging the Agency’s services.
- “Services” refers to any digital services provided by the Agency, including but not limited to web design, development, hosting, digital marketing, social media management, email marketing, funnel building, and advertising.
- “Deliverables” means the end products of the Services as specified in the Project Proposal.
- “Project” means the specific scope of work agreed upon between the Agency and the Client.
1.2 Any reference to writing or written includes email and other electronic communications.
2. Application of Terms
2.1 These Terms and Conditions apply to all Services provided by the Agency to the Client.
2.2 No variation of these Terms and Conditions shall be binding unless agreed in writing between the authorized representatives of the Agency and the Client.
3. Services
3.1 The Agency shall provide the Services with reasonable skill and care, consistent with industry standards.
3.2 The Agency reserves the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
4. Client’s Obligations
4.1 The Client shall:
a) Provide the Agency with all necessary information, materials, and approvals required for the provision of Services.
b) Ensure that all information provided is accurate and complete.
c) Cooperate with the Agency in all matters relating to the Services.
4.2 If the Agency’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, the Agency shall not be liable for any costs, charges, or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5. Charges and Payment
5.1 The charges for the Services shall be as set out in the Project Proposal or as otherwise agreed in writing.
5.2 Unless otherwise agreed, the Agency requires a 50% non-refundable deposit of the total project cost before commencing work.
5.3 The remaining balance is due upon completion of the Project, before the final Deliverables are released or published.
5.4 All amounts payable by the Client are exclusive of amounts in respect of value added tax (VAT), which the Client shall additionally be liable to pay to the Agency at the prevailing rate.
5.5 Payment shall be made by bank transfer to the Agency’s designated account. Bank details will be provided on the invoice.
5.6 If the Client fails to make any payment due to the Agency by the due date for payment, the Agency shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the base rate of the European Central Bank.
6. Intellectual Property Rights
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Agency.
6.2 The Agency hereby licenses all such rights to the Client on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services.
6.3 The Client acknowledges that, where the Agency does not own any materials or third-party software, the Client’s use of rights in such materials or software is conditional on the Agency obtaining a written license from the relevant licensor on such terms as will entitle the Agency to license such rights to the Client.
7. Confidentiality
7.1 Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 7.2.
7.2 Each party may disclose the other party’s confidential information:
a) To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement.
b) As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
8. Data Protection
8.1 Both parties will comply with all applicable requirements of the General Data Protection Regulation (GDPR) and any national implementing laws, regulations, and secondary legislation.
9. Limitation of Liability
9.1 Nothing in these Terms and Conditions shall limit or exclude the Agency’s liability for:
a) Death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors.
b) Fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1, the Agency shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a) Loss of profits, sales, business, or revenue.
b) Business interruption.
c) Loss of anticipated savings.
d) Loss of business opportunity, goodwill, or reputation.
e) Any indirect or consequential loss.
9.3 The Agency’s total liability to the Client in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount paid by the Client for the Services.
10. Termination
10.1 Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
a) The other party commits a material breach of any term of this Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so.
b) The other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up, having a receiver appointed to any of its assets or ceasing to carry on business.
10.2 On termination of this Agreement for any reason:
a) The Client shall immediately pay to the Agency all of the Agency’s outstanding unpaid invoices and interest.
b) The accrued rights, remedies, obligations, and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
11. Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
12. General
12.1 Assignment and other dealings: The Agency may at any time assign, transfer, mortgage, charge, subcontract, or deal in any other manner with all or any of its rights under this Agreement. The Client shall not, without the prior written consent of the Agency, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Agreement.
12.2 Entire agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
12.3 Variation: No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
12.4 Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
12.5 Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
12.6 Notices: Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or principal place of business.
13. Governing Law and Jurisdiction
13.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Belgium.
13.2 Each party irrevocably agrees that the courts of Belgium shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
By engaging our services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. We reserve the right to update these terms periodically, and it is the Client’s responsibility to review them regularly.