1. GENERAL INFORMATION

1.1. Owner (Outside the Box)

• Legal Name: Outside the Box by Alan Schouleur (“Owner” or “We”)
• Registered Office: 12/103 Gayolle, 5530 Yvoir, Belgium
• Enterprise Number (BCE/KBO): 0794.149.886
• VAT Number (if applicable): BE 0794.149.886
• Contact Email: [email protected]

1.2. Hosting Provider (Webflow)
Our Website is developed and hosted on Webflow, a third-party service provider. While we make every effort to ensure the Website is available, secure, and functioning properly, we do not own or control Webflow’s hosting infrastructure and disclaim any liability arising from their technical operations, downtime, or other server-related issues.

2. DEFINITIONS

For the purposes of these Terms, unless the context requires otherwise:

1. “Website” means the website located at [www.outsidebox.agency] and any related subdomains, mobile versions, or related services.
2. “User” (or “You”) means any natural or legal person accessing, browsing, or using this Website.
3. “Client” means any natural or legal person who enters into a contractual relationship with the Owner for the purchase of services, whether on a subscription basis or via a project-based agreement.
4. “Subscription” means any recurring service plan offered by the Owner under specific billing cycles.
5. “Project-based Services” means any one-time or non-recurring service agreed upon between the Owner and the Client.
6. “Offer” means any quote, proposal, or commercial offer issued by the Owner (sometimes referred to as a “Proposal” or “Order Confirmation”).
7. “Force Majeure” has the meaning set out in Section 10 of these Terms.
8. “Personal Data” has the meaning set forth by the EU General Data Protection Regulation (GDPR), i.e., any information relating to an identified or identifiable natural person.

3. SCOPE AND ACCEPTANCE

1. These Terms apply to all Users of the Website and to all Clients who purchase the Owner’s services (whether Subscription or Project-based).
2. By using the Website or by signing and returning an accepted Offer, the User/Client acknowledges having read, understood, and agreed to these Terms.
3. Any additional or conflicting terms proposed by the User/Client are hereby rejected unless the Owner expressly agrees to them in writing.

4. SERVICE OFFERINGS

4.1. Subscriptions

1. The Owner may offer subscription plans for design, development, marketing, or other recurring services.
2. Details regarding the scope, pricing, billing cycle, and cancellation terms of each Subscription are provided in the Offer or on the Website’s relevant service page.
3. Subscription fees must be paid in accordance with Section 8 of these Terms.

4.2. Project-Based Services

1. The Owner also provides one-time or non-recurring project-based services, which may include (but are not limited to) web design, development, consulting, branding, or other digital services.
2. Each project-based arrangement will be set forth in an Offer accepted by both parties.
3. Any additional services or modifications requested by the Client that are not covered in the initial Offer may be subject to additional fees and a revised timeline.

5. OFFERS & CONTRACT FORMATION

1. Non-Binding Offers: Unless expressly stated otherwise, any Offer from the Owner is non-binding and remains valid for 15 calendar days.
2. Acceptance: The Client accepts the Offer by signing it (physically or electronically) or by clearly indicating acceptance via email or other written communication. Only upon the Owner’s written confirmation does a binding contract arise.
3. Changes & Additional Work: Any scope changes, additional work, or modifications beyond what is stated in the accepted Offer will be invoiced separately and may require a supplementary Offer.

6. CLIENT OBLIGATIONS

1. Cooperation & Information:
   • The Client must provide all relevant documents, assets, logins, instructions, or other materials required for the Owner to perform its services in a timely and accurate manner.
   • The Client warrants that all information provided is accurate, lawful, and does not infringe upon any third-party rights.
2. Data Compliance & GDPR:
   • The Client bears sole responsibility for ensuring that any data it collects or processes via the Website (or related services) complies with the GDPR and other applicable data protection laws.
   • Where the Owner acts as a data processor on behalf of the Client (e.g., for hosting or website maintenance), this relationship will be governed by a separate data processing agreement where required by law.

7. OWNER OBLIGATIONS AND LIABILITY

1. Obligation of Means:
   • The Owner undertakes to perform services with reasonable skill, care, and diligence in accordance with industry standards, but is bound by an obligation of means, not an obligation of result, unless otherwise specified in writing.
2. Professional Indemnity:
   • If the Owner’s professional liability is triggered due to proven fault or negligence, it shall, in principle, be limited to direct and foreseeable damages and will not exceed the total fees paid by the Client to the Owner in relation to the specific Offer that gave rise to the liability claim.
3. Insurance:
   • Should the Owner hold professional liability insurance, any applicable deductible (“franchise”) under such policy shall be borne by the Client if the Owner’s liability is established.
4. Exclusions:
   • The Owner shall not be liable for interruptions, downtime, or data losses caused by Webflow (the hosting provider) or any other third-party service providers.
   • The Owner is not liable for compliance of the Client’s Website with the GDPR regarding the collection and processing of personal data by the Client.
   • The Owner is not responsible for any pre-existing or third-party components the Client provides or integrates into the final deliverables.

8. PRICES, INVOICING, AND PAYMENT

1. Pricing & Currency
   • Unless otherwise stated, all prices are in EUR and exclude VAT and other taxes.
2. Invoices & Payment Terms
   • The Owner may issue invoices upon acceptance of the Offer, upon completion of milestones, or at regular intervals for ongoing services (e.g., every two weeks for long projects).
   • Invoices are payable within 30 calendar days from the invoice date, unless otherwise stated.
   • Late payment automatically triggers interest under the Belgian Law of 2 August 2002 on late payment in commercial transactions, plus a flat indemnity of 10% of the unpaid principal, with a minimum of EUR 250.00.
3. Subscription Billing
   • For Subscriptions, fees are typically billed monthly (or as otherwise indicated in the Offer) and charged to the Client’s chosen payment method.
   • If a charge is declined, the Owner reserves the right to suspend or terminate service.
4. Cancellation and Refunds
   • For subscription services, the Client may cancel according to the notice period stated in the Offer (or on the Website’s relevant service page). No refunds or credits are due for partial billing periods unless expressly agreed.
   • For project-based services, if the Client cancels after the Owner has begun work, the Client is liable for payment of the pro-rated work completed plus any non-recoverable expenses.

9. TERMINATION & FORCE MAJEURE

1. Termination by the Owner
   • The Owner may terminate any contract with immediate effect if the Client (i) engages in fraudulent or illegal activities, (ii) fails to provide necessary materials or instructions, (iii) substantially breaches its obligations and fails to remedy such breach upon notice.
2. Termination by the Client
   • The Client may terminate project-based contracts subject to a written notice. If so, the Client shall pay an indemnity of 30% of the Offer value (or any higher amount of work already performed if it exceeds that threshold), plus any due invoices.
3. Force Majeure
   • Neither party shall be held liable for any failure to perform due to an event of Force Majeure, meaning any unforeseeable, irresistible event beyond a party’s control (e.g., flood, fire, pandemic, armed conflict, or governmental action).
   • Performance is suspended during the Force Majeure event. If the Force Majeure event endures for more than 60 days, either party may terminate the affected services by giving written notice, with no further liability.

10. INTELLECTUAL PROPERTY

1. Ownership
   • Unless otherwise stated in writing, the Owner retains full ownership of any intellectual property (including but not limited to code, designs, methodologies, frameworks, sketches, and documentation) developed or used in the course of providing services.
2. License or Transfer
   • Where applicable, upon final payment, the Owner may grant a limited license to the Client to use the deliverables.
   • A full transfer of intellectual property rights (including source code) can be arranged against additional fees and subject to a separate written agreement.
3. Client Content
   • The Client warrants that any text, images, logos, or other materials provided to the Owner do not infringe any third-party rights. The Client indemnifies the Owner against any claims arising from such infringement.

11. CONFIDENTIALITY

1. Mutual Confidentiality
   • Each party agrees not to disclose or use any confidential information (documents, business methods, know-how, data) learned from the other party in the course of performing these Terms, except as necessary to fulfill their contractual obligations or as required by law.
2. Employees & Subcontractors
   • Each party shall ensure its employees, agents, and subcontractors are bound by confidentiality obligations consistent with this Section.

12. PERSONAL DATA & PRIVACY

1. Data Controller
   • The Owner may process the Client’s personal data for contractual, administrative, and legal compliance purposes. The Client’s data is handled in accordance with the GDPR and applicable Belgian law.
2. Scope of Data Processing
   • Collected data may include identification and contact data (e.g., name, email, billing address).
   • If the Client provides third-party data to the Owner (e.g., end-user data), the Client is responsible for ensuring it has valid grounds (consent or otherwise) to share such data, and the Owner will act as a processor as defined in GDPR Article 28.
3. Data Retention
   • The Owner keeps Client data for up to ten (10) years following the end of the business relationship, unless a longer period is required by law or is necessary due to ongoing disputes.
4. Client Rights
   • The Client has the right to access, rectify, erase, or restrict the processing of their Personal Data, as well as the right to data portability and to object.
   • Any requests should be addressed to: [[email protected]].
   • Complaints can be lodged with the Belgian Data Protection Authority (APD/GBA).

13. DISCLAIMER OF WARRANTIES

1. “As Is” Basis
   • The Website and any related services are provided on an “as is” and “as available” basis, without warranty of any kind, whether express or implied.
2. Third-Party Links & Services
   • The Owner disclaims any liability for third-party services or websites accessed via links on the Website.
3. Compliance
   • The Owner does not guarantee that the Website or the deliverables will comply with all possible legal or regulatory requirements specific to the Client’s industry unless explicitly stated in writing.

14. GOVERNING LAW & JURISDICTION

1. Applicable Law
   • These Terms and any contractual relationship with the Owner are governed by Belgian law.
2. Jurisdiction
   • In the event a dispute cannot be resolved amicably, the French-speaking courts of the judicial district of Brussels (or any other competent Belgian court as per the Owner’s registered office) shall have exclusive jurisdiction to hear the case, unless mandatory legal provisions require otherwise.

15. FINAL PROVISIONS

1. Severability
   • If any provision of these Terms is found to be invalid or unenforceable, it shall not affect the validity of the remaining provisions, which remain in full force.
2. No Waiver
   • Failure by the Owner to assert a right or provision does not constitute a waiver of any right or provision under these Terms.
3. Entire Agreement
   • These Terms, together with any accepted Offer, constitute the entire agreement between the Owner and the Client/User and supersede all prior communications or arrangements.
4. Modifications
   • The Owner reserves the right to modify these Terms at any time. Any changes will take effect immediately upon being shared with the Client (e.g., attached to a new invoice or published on the Website).

Last updated: 06-01-2025