Terms and Conditions of Outsidebox.agency

1. General Provisions

1.1 Legal identification of the Owner

• Legal 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: [email protected]

1.2 Hosting services

The Website is hosted by Webflow, a third-party provider. The Company does not guarantee continuous availability or error-free performance of hosting services. The Company disclaims all liability for any interruption, data loss or technical problem resulting from failures or shortcomings attributable to Webflow or other third-party infrastructure providers.

1.3 Contractual hierarchy

In case of inconsistency between these General Terms and Conditions and any specific signed contract (such as a project contract, proposal or conditions agreed between the parties), the provisions of the signed contract shall prevail.

2. Definitions

2.1 "Website": The domain www.outsidebox.agency, including all subdomains, mobile versions or associated platforms operated by the Service Provider.

2.2 "Client" or "User": Any natural or legal person accessing the Website or entering into a contract or pre-contract with the Service Provider.

2.3 "Services": All services offered by the Service Provider, including web development, UX/UI design, digital marketing, search engine optimization (SEO), online advertising (SEA, Meta Ads, Google Ads), branding, automation, consulting and training.

2.4 "Deliverables": All elements delivered by the Service Provider as part of the Services.

2.5 "Force majeure": Any unforeseeable and irresistible event beyond the control of a party, as recognized in Article 1148 of the Belgian Civil Code.

2.6 "Personal data": Any information relating to an identified or identifiable natural person, as defined in Regulation (EU) 2016/679 (GDPR).

3. Eligibility

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

4. Scope of Services

4.1 General description

The Service Provider will provide the Services as defined in the accepted Offer or project proposal. The Offer will define the scope, objectives, timeline, pricing and associated deliverables.

4.2 Web development services

When a design is provided for a single breakpoint (e.g., desktop version), the Service Provider will define the layout for other breakpoints according to industry UX/UI standards. If the Client requests complete customization for additional breakpoints, each request will be billed at 50% of the initial page design rate.

4.3 SEO Services (Search Engine Optimization)

4.3.1 The Service Provider undertakes to deploy SEO best practices according to industry standards, but cannot guarantee specific positioning in search engines.

4.3.2 SEO results depend on numerous external factors (search engine algorithms, competition, etc.) beyond the Service Provider's control.

4.3.3 Optimizations generally include: technical audit, on-page optimization, content strategy, site structure improvement, without this list being exhaustive.

4.4 SEA Services (Online Advertising)

4.4.1 The Service Provider manages advertising campaigns on agreed platforms (Google Ads, Meta Ads, etc.) according to defined budgets and objectives.

4.4.2 Advertising budgets are separate from the Service Provider's fees and remain the Client's responsibility.

4.4.3 The Service Provider optimizes campaigns according to best practices, but does not guarantee any specific conversion rate or return on investment.

4.4.4 The Client remains the owner of their advertising accounts and their data.

4.5 Feedback communication

Client feedback must be transmitted in a single session per cycle. Fragmented or scattered feedback over multiple interactions may authorize the Service Provider to extend deadlines or terminate the contract. More than two feedback cycles per deliverable will result in additional billing at €100/hour unless otherwise agreed in writing.

5. Performance Standards and Limitation of Liability

5.1 Best efforts obligation

The Service Provider undertakes to execute its obligations with care and professionalism, in accordance with a "best efforts obligation" under Belgian law. The Service Provider does not guarantee any specific results, particularly concerning SEO and SEA services which depend on external factors.

5.2 Limitation of damages

Under all circumstances, the Service Provider's liability is strictly limited to direct and demonstrable damages, and capped at the total amount billed and paid by the Client for the relevant Service over the last 12 months.

5.3 Specific SEO/SEA exclusions

The Service Provider cannot be held liable for:

• Changes in search engine or advertising platform algorithms
• Sanctions or penalties imposed by platforms
• Advertising market or competition fluctuations
• Suspension or closure of advertising accounts by platforms

5.4 Third-party tools and content

The Client is responsible for the costs and legal use of any external tool, subscription or resource. If the Service Provider incurs such expenses on behalf of the Client, they will be billed after prior written notification.

6. Confidentiality and Data Protection

6.1 GDPR compliance

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

6.2 Analytics and advertising data

As part of SEO/SEA services, the Service Provider may have access to the Client's analytics and advertising data. This data remains the Client's property and will only be used within the scope of the agreed service.

6.3 Client responsibilities

The Client is responsible for ensuring that all data provided to the Service Provider is lawful and GDPR compliant. The Service Provider may act as a Processor, subject to a separate processing agreement.

7. Client Responsibilities

7.1 General cooperation

The Client undertakes to provide all necessary elements, documents, access and decisions within two (2) business days of the request. Any delay releases the Service Provider from its obligation to meet agreed deadlines, without liability.

7.2 Platform access

For SEO/SEA services, the Client undertakes to provide necessary access to tools (Google Analytics, Search Console, advertising accounts, etc.) within agreed timeframes.

7.3 Advertising budgets

The Client undertakes to maintain sufficient advertising budgets and make required payments directly to advertising platforms.

7.4 Meetings and feedback

The Client is entitled to two (2) weekly 30-minute meetings. Any additional meeting time will be billed at €100/hour. Each deliverable includes two (2) feedback cycles; additional cycles will also be billed at the same rate unless otherwise agreed in writing.

7.5 Design and development process

In the absence of final design, the Service Provider reserves complete creative freedom to proceed with development. No structural feedback will be accepted after development begins. Only minor modifications (colors, text, images) may be requested. Major modifications may be billed at €100/hour.

8. Contract Formation

8.1 Offer validity

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

8.2 Acceptance

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

8.3 Modifications

Any modification to the scope, functionalities or agreed conditions must be made in writing and may result in additional costs unless expressly stated otherwise.

9. Delivery, Acceptance and Derogations

9.1 Extensions

Any delay by the Client in transmitting necessary elements or making decisions grants the Service Provider a deadline extension without penalty.

9.2 Acceptance protocol

Deliverables are deemed accepted if no written objection is made within five (5) business days following their delivery.

9.3 Specific SEO timelines

SEO results generally require 3 to 6 months to be observable. The Client acknowledges this temporal specificity of search engine optimization services.

10. Intellectual Property

10.1 Rights reservation

All intellectual property rights remain the property of the Service Provider until receipt of full payment. Once payment is made, the Client receives a limited, non-transferable and non-exclusive license.

10.2 Advertising accounts and data

Advertising accounts, analytics data and advertising history remain the Client's property. The Service Provider retains rights to advertising creations until full payment.

10.3 Assignment option

Complete assignment of intellectual property rights must be the subject of separate negotiation and may require additional contractual agreements as well as additional fees.

10.4 Promotional use

The Client authorizes the Service Provider to use the name, logo, and results obtained (with anonymization if necessary) for promotion on the Service Provider's communication materials.

11. Financial Terms

11.1 Currency and pricing

All rates are expressed in euros (EUR), excluding VAT unless otherwise indicated.

11.2 Payment terms

Invoices must be paid within fifteen (15) calendar days to improve cash flow. Late payments will incur late interest in accordance with Belgian legislation, as well as a flat-rate indemnity of 10%, with a minimum of €250.

11.3 Reminder fees

In case of payment delay, reminder fees will be applied according to the legal scale:

• €20 for debt below €150
• €30 + 10% of amount for debt between €150 and €500
• €65 + 5% for debt above €500, with a maximum of €2000

11.4 Recurring payments

Continuous services are billed in accordance with the Offer. Non-payment may result in service suspension after formal notice.

11.5 Advertising budgets

Advertising budgets for SEA services are billed separately and directly by platforms. The Service Provider may request a provision for initial test budgets.

12. Cancellations, Refunds and Non-performance

12.1 Subscription termination

Subscriptions may be terminated in accordance with cancellation conditions provided in the Offer. No partial or pro-rata refund will be granted.

12.2 Project cancellation

Cancellation by the Client after work has begun requires compensation for time and resources engaged, with minimum billing of 30% of the total Offer amount, plus a cancellation fee of 15% of the total amount to cover administrative costs and commitments made.

12.3 Refund conditions

A refund will only be granted if no work has begun and if the request is submitted in writing within three (3) business days. Dissatisfaction related to perceived quality, as a subjective notion, does not constitute valid grounds for refund.

13. Termination and Force Majeure

13.1 Termination by either party

Both parties reserve the right to terminate this Contract for valid reason, with ten (10) days written notice. If a Force Majeure case persists for more than sixty (60) days, the contract may be dissolved without liability.

13.2 Client notice

The Client must respect a notice period equivalent to 10% of the total project duration, with a minimum of three (3) business days. All work hours performed remain due.

13.3 Access transfer

In case of termination, the Service Provider undertakes to transfer all platform and account access within 15 days, subject to settlement of all outstanding invoices.

14. Specific Warranties

14.1 Technical malfunction warranty

The Service Provider will ensure correction of bugs and malfunctions identified and reported by the Client within the month following launch, except for external site modifications.

14.2 Non-solicitation

The Client undertakes not to solicit the Service Provider's employees for three (3) years from the end of the contract. In case of non-compliance, a penalty of €15,000 will be due.

15. Dispute Resolution

15.1 Amicable settlement

The parties will first attempt to resolve any dispute amicably within 30 days.

15.2 Mediation and arbitration

Any unresolved dispute will be submitted to mediation in Belgium. If this fails, arbitration proceedings will be initiated in accordance with Belgian arbitration rules.

16. Warranties and Disclaimers

Services are provided "as is" and without any warranty of any kind. The Service Provider disclaims all liability concerning the performance or proper functioning of third-party tools or services, including advertising platforms and search engines.

17. Applicable Law and Jurisdiction

This Contract is governed by Belgian law. The courts of the French-speaking judicial district of Brussels have sole jurisdiction for any dispute.

18. Confidentiality

All confidential information exchanged between the parties, whether technical, commercial or strategic in nature, must remain strictly confidential and not be disclosed for a period of five (5) years after the end of the Contract.

19. Validity of Communications

All written communications by email, Slack, WhatsApp or any other agreed tool will be considered legally binding.

20. Contract Modifications

The Service Provider reserves the right to update these Terms after written notification to the Client with 15 days' notice. Continued use of Services after modification constitutes acceptance of the revised Terms.

21. Severability and Entire Agreement

If any clause of this Contract is deemed invalid or unenforceable, the remaining provisions will remain in full force. This Contract constitutes the entire agreement between the Parties, replacing any prior discussion or agreement.

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