Terms and Conditions of Outsidebox.agency

1. General Provisions

1.1 Legal Identification of the Owner
Legal Entity Name: Outside the Box by Alan Schouleur
Registered Address: 12/103 Gayolle, 5530 Yvoir, Belgium
BCE/KBO Number: 0794.149.886
VAT Number: BE 0794.149.886
Email Contact: [email protected]

1.2 Hosting Services
The Website is hosted by Webflow, a third-party provider. The Company does not guarantee the uninterrupted availability or error-free performance of the hosting services. The Company disclaims all liability for any disruptions, data losses, or technical issues resulting from failures or shortcomings attributable to Webflow or other third-party infrastructure providers.

1.3 Contractual Hierarchy
In the event of any inconsistency between these general Terms and any specifically executed agreement (such as a project contract, proposal, or terms signed between the parties), the provisions of the signed agreement shall prevail.

2. Definitions

2.1 "Website": The domain www.outsidebox.agency including all subdomains, mobile versions, or associated platforms operated by the Provider.
2.2 "Client" or "User": Any individual or legal entity accessing the Website or entering into a contractual or pre-contractual agreement with the Provider.
2.3 "Services": The full suite of services offered by the Provider, including but not limited to web development, UX/UI design, digital marketing, SEO/SEA, branding, automation, consultancy, and training.
2.4 "Deliverables": All work products provided by the Provider as part of the Services.
2.5 "Force Majeure": Any unforeseeable and irresistible event beyond a party’s control, as recognized under Article 1148 of the Belgian Civil Code.
2.6 "Personal Data": Any data relating to an identified or identifiable natural person as defined in Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR).

3. Eligibility

You must be at least 18 years of age and possess full legal capacity to enter into a binding agreement with the Provider in order to access and use the Services.

4. Scope of Services

4.1 Description
The Provider shall deliver the Services as set forth in the accepted Offer or project proposal. The Offer shall define the scope, objectives, timeline, pricing, and associated deliverables.

4.2 Breakpoint Development
Where a design is supplied for a single screen breakpoint (e.g., desktop), the Provider shall determine the layout for other breakpoints using industry-standard UX/UI best practices. If the Client requests fully customized designs for additional breakpoints, each shall be billed at 50% of the original page design rate.

4.3 Communication of Feedback
Feedback from the Client must be presented in one consolidated session per round. Disjointed or fragmented feedback given across multiple interactions may entitle the Provider to delay the project timeline or terminate the agreement.

5. Performance Standards and Limitation of Liability

5.1 Obligation de Moyen
The Provider undertakes to perform its obligations with due care and professional diligence, consistent with an "obligation de moyen" (obligation of means) under Belgian law. The Provider makes no warranty regarding specific results or outcomes.

5.2 Limitation of Damages
In all circumstances, the liability of the Provider shall be strictly limited to direct, demonstrable damages and capped at the total amount invoiced and paid by the Client for the affected Service.

5.3 Third-Party Tools and Content
The Client is responsible for the costs and legal usage of any third-party tools, subscriptions, or external resources. If the Provider incurs any such expenses on behalf of the Client, they will be invoiced with prior written notification.

6. Confidentiality and Data Protection

6.1 GDPR Compliance
The Provider collects and processes Personal Data in accordance with the GDPR and applicable Belgian privacy laws. Personal Data will be retained securely for a maximum period of ten (10) years after the end of the contractual relationship.

6.2 Client Responsibilities
The Client is responsible for ensuring any data provided to the Provider is lawful and GDPR-compliant. The Provider may act as a Data Processor when applicable, under a separate data processing agreement.

7. Client Responsibilities

7.1 Cooperation
The Client shall provide all necessary inputs, documents, access credentials, and decisions within two (2) business days of a request. Delays may release the Provider from meeting agreed timelines without any liability.

7.2 Meetings and Feedback
The Client is entitled to two (2) meetings of 30 minutes per week. Each deliverable includes two (2) feedback rounds. Additional meetings or review rounds may be offered upon mutual agreement.

7.3 Design and Development Flow
In the absence of a final design, the Provider reserves full creative freedom to proceed with development. Structural feedback will not be accepted once development has started, and only minor changes (e.g., colors, text, images) may be requested.

8. Contract Formation

8.1 Offer Validity
All Offers remain valid for fifteen (15) calendar days from the date of issue, unless otherwise specified.

8.2 Acceptance
A contract is formed upon written acceptance of an Offer by the Client. Acceptance may be confirmed via email, electronic signature, or other written means.

8.3 Amendments
Any changes to the agreed scope, features, or terms must be made in writing and may be subject to additional costs unless explicitly stated otherwise.

9. Delivery, Acceptance, and Deviations

9.1 Extensions
Any delay on the Client's part in delivering required assets or decisions grants the Provider an extension without penalty.

9.2 Acceptance Protocol
Deliverables shall be considered accepted if no written objections are raised within five (5) business days of delivery.

10. Intellectual Property

10.1 Retention of Rights
All intellectual property rights remain with the Provider until full payment is received. Upon payment, the Client is granted a limited, non-transferable, and non-exclusive license.

10.2 Transfer Option
Full transfer of intellectual property rights must be negotiated separately and may involve additional contractual arrangements and fees.

11. Financial Terms

11.1 Currency and Pricing
All rates are quoted in euros (EUR) exclusive of VAT unless otherwise stated.

11.2 Payment Terms
Invoices must be paid within thirty (30) calendar days. Late payments shall incur statutory interest under Belgian law and a fixed compensation of 10%, with a minimum of €250.

11.3 Subscription Payments
Ongoing services are billed as per the Offer. Failure to pay on time may result in service suspension.

12. Cancellations, Refunds, and Non-Performance

12.1 Subscription Termination
Subscriptions may be terminated in accordance with the cancellation terms set forth in the Offer. No partial or prorated refunds will be issued.

12.2 Project Cancellations
Cancellation by the Client after work has commenced requires compensation for time and resources expended, with a minimum charge of 30% of the total Offer value.

12.3 Refund Conditions
Refunds will only be issued if no work has started and the request is submitted in writing within three (3) business days. Dissatisfaction related to subjective quality shall not serve as grounds for a refund.

13. Termination and Force Majeure

13.1 Termination by Either Party
Both parties reserve the right to terminate this Agreement for cause upon written notice. If Force Majeure continues for more than sixty (60) days, the contract may be dissolved without liability.

13.2 Client Notice Period
The Client must provide a notice period equivalent to 10% of the total project length, with a minimum of three (3) business days. All hours worked remain billable.

13.3 Provider Termination Rights
The Provider may also terminate the contract under the same terms and conditions.

14. Dispute Resolution

14.1 Amicable Settlement
The Parties shall first attempt to resolve any dispute amicably.

14.2 Legal Escalation
Unresolved disputes will be referred to mediation in Belgium within thirty (30) days. If mediation fails, arbitration proceedings shall follow under Belgian arbitration rules.

15. Warranties and Disclaimers

The Services are provided "as is" and without warranties of any kind. The Provider disclaims any liability for performance or functionality of third-party services or tools.

16. Governing Law and Jurisdiction

This Agreement shall be governed by Belgian law. The courts of the French-speaking judicial district of Brussels shall have exclusive jurisdiction for any disputes.

17. Confidentiality

All confidential information exchanged between the parties, whether technical, commercial, or strategic, shall be treated as strictly confidential and not disclosed for a period of five (5) years following the end of the Agreement.

18. Communication Validity

All written communications via email, Slack, WhatsApp, or other agreed tools shall be deemed legally binding.

19. Modifications to the Agreement

The Provider reserves the right to update these Terms. Clients shall be informed in writing. Continued use of the Services after modification constitutes acceptance of the revised Terms.

20. Severability and Entire Agreement

If any clause of this Agreement is found to be invalid or unenforceable, the remainder shall continue in full force and effect. This Agreement constitutes the entire agreement between the Parties, superseding all prior discussions or agreements.