Article 1 – Purpose and Scope

These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) are intended to define the terms and conditions applicable to the services provided by Qreative SRL (hereinafter referred to as “the Provider”) to its clients (hereinafter referred to as “the Client”). These services notably include website creation, software development, and other related digital services.

These GTC apply to any offer, order, and contract concluded between the Provider and the Client, and shall prevail over any other document issued by the Client (including any of the Client’s own general terms and conditions), unless expressly agreed otherwise in writing by the Provider.

Article 2 – Information about the Provider

The Provider is the company Qreative SRL, a private limited liability company under Belgian law, whose registered office is located at Rue Demulder 39, 1400 Nivelles (Belgium). It is registered with the Nivelles Register of Legal Entities (RPM) and the Crossroads Bank for Enterprises under number 0738.708.151 (company and intra-community VAT number BE0738.708.151).

The Provider can be contacted using the following details:
Phone: +32 (0)67 22 26 67
Email address: hello@qreative.be

Article 3 – Formation of the Contract

Service offers and quotations issued by the Provider are valid for the period specified on them. If no period is specified, each offer or quotation remains valid for 30 days from the date of issuance.

The contract takes effect and becomes binding on both parties from the earliest of the following dates:
(i) the Client’s signature of the quotation or contract proposed by the Provider,
(ii) the Client’s express acceptance of the offer (by any written means, including email), or
(iii) the Provider’s commencement of services at the Client’s request.

Acceptance of an offer or order implies the Client’s full and unreserved agreement to these GTC.

The parties may agree to two types of service arrangements:
– a one-off assignment (with a defined scope and a fixed global price set out in a quotation),
– or time-based services (billed according to the actual time spent, based on an agreed hourly or daily rate).

In the case of time-based services, the scope of work (nature of tasks, rate, billing frequency, estimated duration, etc.) will be specified in writing (e.g. in an accepted quotation), and the contract shall be deemed concluded once the Client agrees to this framework.

In the event of a conflict between these GTC and specific conditions expressly agreed upon in writing between the parties (e.g. in a contract or specific quotation), the specific conditions shall prevail.

Article 4 – Pricing and Payment Terms

The prices for services are set out in the specific quotation or contract accepted by the Client. Unless otherwise stated, prices are in euros and exclusive of tax (VAT not included).

Any external costs related to the service (such as travel expenses, web hosting fees, domain name purchases, third-party software licenses, etc.) may be invoiced to the Client in addition, either as stated in the quotation or based on actual costs incurred with the Client’s approval.

The Provider reserves the right to request a deposit at the time of order. In such cases, the percentage and payment terms of the deposit are specified in the quotation or pro forma invoice, and work may be subject to receipt of said deposit.

Unless otherwise agreed, the Provider’s invoices are payable no later than 30 calendar days from the invoice date, by bank transfer to the account indicated, with no discount for early payment.

Any dispute regarding an invoice must be reported in writing and with justification by the Client within 8 days of receipt. Failing that, the invoice is deemed accepted without reservation.

In the event of late payment of a due invoice, and without prejudice to the Provider’s right to suspend the provision of services under Article 6, late payment interest shall be automatically due by the Client without prior notice. This interest is calculated at a rate of 1% per month of delay (each month begun being fully due).

In addition, the Client shall be automatically liable for a fixed recovery fee of 15% of the unpaid amount, with a minimum of €40, without prejudice to the Provider’s right to claim full compensation for any damage exceeding that amount (including reimbursement of recovery costs such as bailiff or legal fees).

Failure to pay an invoice when due entitles the Provider, after written notice to the Client, to suspend the performance of its obligations (notably ongoing work or delivery of deliverables) until full payment of the amounts due, without such suspension being considered as termination of the contract by the Provider or incurring its liability.

Article 5 – Consumer Right of Withdrawal

This article applies only if the Client qualifies as a consumer under the Belgian Code of Economic Law (i.e. a natural person acting for private purposes outside the scope of their commercial, industrial, artisanal, or professional activity).

In accordance with Articles VI.47 to VI.53 of the Code of Economic Law, a consumer Client who has concluded a contract with the Provider remotely (for example via the Internet, by email, or any other means of remote communication) or outside of business premises has a statutory period of fourteen (14) calendar days to withdraw from the contract, without having to provide any justification or pay any penalties.

The 14-day withdrawal period starts on the day after the contract is concluded (or, where applicable, the day after the receipt of goods if the contract includes delivery of goods).

To exercise their right of withdrawal, the consumer Client must notify the Provider of their clear and unambiguous decision before the expiry of the above-mentioned period, for example by sending a letter or email explicitly expressing their intention to withdraw. The Client may, if they wish, use the standard withdrawal form attached to Book VI of the Code of Economic Law or available on the Provider’s website.

If the consumer Client validly exercises their right of withdrawal, the Provider will reimburse all payments already received from the Client under the relevant contract within 14 days of being informed of the withdrawal decision. The refund will be made using the same payment method used by the Client for the initial transaction, unless expressly agreed otherwise by both parties.

Exceptions – In accordance with Article VI.53 of the Code of Economic Law, the right of withdrawal cannot be exercised for certain services. In particular, the Client no longer has this right once the Provider has fully performed the requested service before the end of the 14-day period, and execution began with the consumer Client’s prior explicit consent, who also acknowledged losing their right of withdrawal once the contract was fully performed.

Likewise, the right of withdrawal is excluded for services that are clearly customized or tailored to the Client’s specific requirements (for example, creation of a website or specific digital content ordered by the Client). In such cases, the Client may not cancel the order without the Provider’s consent once the service has begun or been completed, except under the termination conditions set forth in the contract.

Article 6 – Performance of Services

The Provider undertakes to carry out the services in accordance with industry standards and the terms of the contract. Unless expressly agreed otherwise, work shall begin within a reasonable timeframe after the contract is formed (possibly after receipt of a deposit or any necessary items for execution, if required).

The Provider will carry out the assignment according to the indicative schedule agreed upon by the parties. The Provider will make its best efforts to meet any specified deadlines. However, unless expressly and in writing committed by the Provider to guarantee a deadline as essential, communicated deadlines are indicative only.

Any delay in the execution of services shall not constitute a breach by the Provider nor justify termination of the contract or the awarding of damages to the Client, except in cases of proven gross negligence or willful misconduct by the Provider. If a firm deadline has been expressly agreed upon and accepted by the Provider, any penalty or termination right due to delay may only be invoked by the Client within the limits of that specific agreement.

The Client shall actively cooperate with the Provider to facilitate proper execution of the services. In particular, the Client agrees to provide, in due time, all information, documents, elements, and decisions necessary (or requested by the Provider) for the performance of the services. The Provider cannot be held responsible for delays or failures caused by lack of cooperation from the Client (for example, a delay in providing information or approving a project stage). In such a case, the original delivery deadlines will be extended by at least the duration of the Client’s delay, and the Provider may invoice any additional costs incurred, after informing the Client.

The Provider is authorized to call on subcontractors or partners to assist in the performance of all or part of the services, under its responsibility. In such cases, the Provider remains the Client’s main point of contact and will coordinate the subcontractor’s work.

Once the services are completed, the Provider will, where applicable, deliver the agreed deliverables (for example, website go-live, file handover, account access, etc.) according to the agreed terms. Unless otherwise specified, delivery of the results will be done electronically (email, download, secure access, etc.).

The Client is required to review the deliverables upon availability and promptly report any apparent non-conformities with the order so the Provider can make necessary corrections within the agreed scope of work.

Article 7 – Client’s Obligations

In the context of performing the services, the Client undertakes the following essential obligations:

Providing necessary information and materials:
The Client shall provide the Provider, in due time, with all documents, data, content, and information required to carry out the services (for example: texts, images, logos, graphic guidelines, specifications, access to systems, etc.). The Client guarantees that such information is complete, accurate, and usable.

Rights over provided content:
The Client shall ensure that they hold all necessary rights (intellectual property rights, third-party authorizations, etc.) for the content provided to the Provider or requested for use in the service. The Client remains fully responsible for such content and guarantees that its use by the Provider for fulfilling the contract does not violate any law or third-party rights. The Client will indemnify the Provider for any consequences (damages, costs, liabilities) resulting from third-party claims related to the content provided.

Cooperation and availability:
The Client shall appoint an authorized contact person to oversee the project and respond to the Provider’s requests. The Client shall cooperate in good faith, including attending necessary work meetings, reviewing interim deliverables, and providing feedback or approvals within the agreed timeframes or, failing that, within a reasonable period.

Equipment and technical environment:
If the service requires access to a technical environment, equipment, or premises under the Client’s control (e.g., web hosting server, computers, or infrastructure), the Client shall provide the necessary access and resources. The Client shall ensure the security and stability of the technical environment. The Provider shall not be held responsible for delays or execution failures due to unavailability or malfunction of the environment provided by the Client.

Payment for services:
The Client agrees to pay for the services under the terms specified and referred to in Article 4 of these GTC. Meeting payment deadlines is an essential obligation. In the event of a breach of this obligation, the Provider may exercise the rights set forth in Articles 4 and 13 (suspension of services, termination for breach).

Use of deliverables:
After delivery, the Client is responsible for the use and operation of the deliverables provided. The Client agrees to use them in accordance with their intended purpose and in compliance with the law. The Client is also responsible for the necessary maintenance and updates of the tools or software delivered, unless a maintenance contract has been concluded with the Provider.

More generally, the Client agrees to act diligently and in good faith to facilitate the proper performance of the contract by the Provider.

Article 8 – Provider’s Obligations

As part of the service execution, the Provider undertakes to fulfill the following obligations:

Best-efforts obligation and competence:
The Provider is bound by an obligation of means. It will deploy all human and technical resources and its expertise to deliver the services in accordance with professional standards and the specifications agreed with the Client. The Provider commits to carrying out the assignment with competence, diligence, and professionalism, without being held to a specific result other than what may be expressly stated in the contract.

Compliance and quality:
The Provider will deliver services in compliance with the terms of the quotation/contract and applicable legal requirements. It will carry out reasonable internal quality checks before delivering any deliverables to ensure their proper functioning, within the scope of the assignment.

Schedule compliance:
The Provider will do its best to meet the indicative schedule agreed upon. In case of unforeseen difficulties or circumstances likely to cause delays, it will promptly inform the Client and work with them to find suitable solutions (e.g., adjusting the timeline).

Information and advice:
The Provider will keep the Client regularly informed of the work progress and any matter requiring decisions or clarification. It also has a duty to advise: if it identifies, based on the information received, a risk or an opportunity for project improvement, it will proactively inform the Client.

Confidentiality and security:
The Provider will maintain the confidentiality of the information provided by the Client, in accordance with Article 10 of these GTC. It will implement reasonable security measures to protect the Client’s data and documents from loss, theft, or unauthorized access during the contract term.

Delivery and support:
The Provider will deliver the expected outcomes of the services under the agreed conditions. After delivery, and unless a specific maintenance or support agreement is in place, the Provider will remain available for a reasonable period to offer limited support aimed at fixing potential malfunctions not detected during initial user acceptance testing, within the scope of the original assignment.

Article 9 – Intellectual Property

Provider’s creations – Unless otherwise expressly agreed in writing (e.g. a specific transfer agreement), the Provider remains the sole owner of all intellectual property rights related to the creations and works produced under the contract. This includes, in particular, copyright over content and developments, rights to software, source and object code, design rights, mockups, studies, and more generally, all original deliverables provided to the Client.

Payment by the Client does not in itself imply transfer of intellectual property rights, unless otherwise expressly stated.

Subject to full payment of all amounts due, the Provider grants the Client a non-exclusive, non-transferable license (outside the Client's group) with unlimited duration to use the deliverables solely for the Client’s internal needs as defined in the contract. This license includes the rights to use, reproduce, and display the deliverables, in line with their contractual purpose.

Any use not foreseen or distribution to third parties requires prior written consent from the Provider or a separate rights transfer.

Source code and insolvency – Unless otherwise agreed, the source code of software, applications, and websites developed by the Provider as part of the mission remains the exclusive property of the Provider.

However, in the event of permanent business cessation, dissolution, declared bankruptcy, or any equivalent collective proceeding affecting the Provider, the intellectual property rights related to the source code of the software and developments delivered to the Client shall be automatically and lawfully transferred to the Client. The Provider undertakes in advance to take all necessary steps for this transfer to become effective at no additional cost to the Client.

Client-provided materials – Any documents, data, and content supplied by the Client remain the property of the Client or their rightful owners at all times. The Client grants the Provider, for the duration of the contract, a right to use these materials strictly for the execution of the agreed services.

Third-party elements – The Provider may incorporate third-party protected elements (e.g. open-source libraries, plugins, fonts, licensed images or videos). These remain the property of their respective authors and are subject to their license terms. The Client agrees to comply with these terms for any future use.

Know-how and reuse – The Provider is free to reuse any technical methods, concepts, generic components, or know-how developed during the assignment, provided that it does not infringe upon the Client’s exclusive rights or confidentiality.

Article 10 – Confidentiality and Personal Data

Confidentiality – The parties acknowledge that, in the context of this contract, they may access sensitive or confidential information of the other party, such as trade secrets, technical, financial, or strategic data, customer information, etc.

Each party agrees to keep strictly confidential all information designated as confidential by the other party or which is inherently confidential due to its nature or the circumstances of its disclosure.

They shall take all necessary steps to protect such information from unauthorized disclosure. In particular, the receiving party agrees not to disclose or make available, directly or indirectly, the other party's confidential information to any third party, and to use it solely for the purposes of performing this contract.

The confidentiality obligation does not apply to information that:

• is or becomes public without fault of the receiving party,
• was lawfully known to the receiving party prior to disclosure,
• or is obtained in good faith from authorized third-party sources.

Each party may disclose confidential information if required to do so by law or by a competent administrative or judicial authority, provided that the other party is informed in advance, where legally permitted.

This confidentiality obligation remains in effect for the entire duration of the contract and for five (5) years after its termination, regardless of the reason.

Upon request from the disclosing party, the receiving party shall return or destroy all media containing confidential information, unless retention is required by law or for internal documentation purposes.

Personal Data – The Provider, acting as either data controller or processor, undertakes to comply with applicable data protection laws, notably the GDPR (Regulation (EU) 2016/679) and Belgian law (e.g. the Act of July 30, 2018).

The data collected (e.g. name, position, professional email) is used solely for contract management, service provision, billing, compliance with legal obligations (tax, accounting), and service improvement.

Such data is only accessible to authorized Provider staff or subcontractors necessary for the service, who are bound by confidentiality obligations.

The Provider will not share such data with unauthorized third parties without the Client’s consent. Any data subject may exercise their rights (access, rectification, erasure, restriction, objection, portability) by contacting the Provider using the details provided in Article 2.

If the Provider processes data on behalf of the Client (e.g. end-user data, hosted databases), it acts as a processor and follows the Client’s documented instructions. In such cases, the parties may sign a Data Processing Agreement (DPA) as per Article 28 of the GDPR.

The Provider confirms that it has implemented appropriate technical and organizational measures to ensure the security and confidentiality of personal data, tailored to the risk level.

The Client acknowledges having read the Provider’s privacy policy available on its website.

Article 11 – Liability

Provider’s liability – The Provider is liable for breaches attributable to it in the performance of its contractual obligations.

However, unless otherwise required by law, the Provider’s liability is limited to direct damages only suffered by the Client and resulting from a proven fault under this contract.

The Provider shall not be held liable for any indirect or consequential damages, such as: loss of revenue, clients, reputation, data, business interruption, moral prejudice, or damages resulting from improper use of the deliverables.

The Provider’s total and cumulative financial liability shall be capped, for all combined claims, at the total net amount actually paid by the Client under the contract giving rise to the damage.

If the contract is performed in phases or periods (e.g. annual contracts), the liability will be limited to the amount paid for the current period at the time the incident occurs.

The Provider shall not be held liable:

• in the event of the Client’s own fault or negligence,
• in case of third-party actions,
• or in cases of force majeure (see Article 12).

The Provider does not guarantee that the deliverables will be entirely error-free or that they will meet all of the Client’s expectations, but it agrees to correct any detected issues within the scope of the agreed assignment.

Client-provided content – The Client remains solely responsible for the content provided (text, images, files, etc.), including its legality and compliance.

The Client shall hold the Provider harmless against any third-party claims related to such content and bear all related financial or legal consequences.

Use of deliverables – The Provider shall not be liable for the consequences of any use of the deliverables outside the agreed scope or for modifications made by the Client or any third party without the Provider’s consent.

The Provider shall not be held responsible for issues caused by external environments (hosting providers, third-party software, outages, cyberattacks, etc.).

Legal limitations – Nothing in this article excludes the Provider’s liability in case of fraud or gross negligence, or for bodily injury.

If the Client is a consumer, the exclusions or limitations of liability shall only apply to the extent permitted by consumer protection law.

The Client acknowledges that these limitations were clearly negotiated and are an essential part of the contractual balance.

Article 12 – Force Majeure

Neither party shall be held liable for the non-performance or delay in the performance of its contractual obligations if such failure results from a case of force majeure.

Force majeure refers to any event beyond the reasonable control of the affected party, which is unforeseeable or unavoidable, and which prevents or makes it extremely difficult to fulfill its obligations.

Examples of force majeure events include (non-exhaustive list):

• natural disasters (storms, floods, earthquakes),
• fires, explosions,
• pandemics or epidemics,
• public authority acts (restrictions, bans),
• wars, terrorist attacks, riots,
• widespread strikes,
• major Internet or power outages.

The party invoking force majeure must inform the other party as soon as possible, describing the nature of the event and its expected impact.

Affected obligations will be suspended for the duration of the force majeure.

If the event lasts longer than 60 consecutive days, either party may terminate the contract automatically and without compensation, by simple written notice.

In the event of termination due to force majeure:

• the Client shall pay for services already performed,
• the Provider will refund any advance payment proportionally to the unfulfilled portion,
• neither party shall be entitled to claim damages or penalties.

Each party shall bear its own financial consequences resulting from the force majeure event (e.g., operating losses, internal costs, etc.).

Article 13 – Early Termination of the Contract

Termination for breach – In the event of a serious breach by one of the parties of any of its essential obligations (including those set out in these GTC), the other party may terminate the contract automatically, after a 15-day formal notice sent by registered letter remains unanswered.

Examples of serious breach:

• Client’s failure to pay invoices,
• Refusal to cooperate, hindering the execution of the mission,
• Provider’s failure to perform the main service (excluding force majeure).

Termination takes effect immediately or on the date specified in the termination notice.

Unilateral termination (no fault) – The Client may terminate the contract at any time without any fault from the Provider, subject to 15 days’ written notice (preferably by registered mail).

In such case:

• The Client shall pay for all services performed up to the termination date,
• The Provider may claim a reasonable compensation for unrecovered costs and loss of earnings on the unperformed part,
• Any deposit paid remains acquired by the Provider in proportion to the work done and termination fees.

Open-ended / time-based contracts – For open-ended contracts, subscriptions or ongoing services with no fixed term, either party may terminate with one (1) month’s written notice.

During this period:

• Contractual obligations remain in force,
• Performed services are payable.

No compensation is due, except for unpaid work already completed.

Effects of termination – Termination does not cancel:

• Clauses intended to survive (confidentiality, intellectual property, liability, etc.),
• The Client’s obligation to pay any outstanding amounts,
• The Provider’s right to deliver any in-progress deliverables upon full payment.

The Provider shall return, upon request, any materials or deliverables in their current state as of the effective termination date.

Article 14 – Governing Law and Jurisdiction

These General Terms and Conditions of Sale, as well as any contract to which they apply, are governed exclusively by Belgian law, both in substance and procedure, regardless of the place of performance.

In the event of any dispute relating to:

• the validity,
• interpretation,
• or performance of the contract or these GTC,

the parties agree to first seek an amicable resolution, acting in good faith.

If no agreement is reached within a reasonable time, any dispute shall be submitted to the exclusive jurisdiction of the French-speaking courts of the judicial district of Brussels, unless otherwise required by mandatory law.

This jurisdiction shall apply even in summary proceedings or in case of multiple defendants.

For consumer Clients: this jurisdiction clause does not affect the Client’s legal right to bring proceedings before the court of their place of residence, or to use any alternative dispute resolution mechanisms provided for by law.

Article 15 – Final Provisions

Entire agreement – These General Terms and Conditions of Sale, along with the signed contract, purchase order, or quote, constitute the entire agreement between the parties regarding their contractual relationship. They supersede any prior agreement or contradictory communication.

Any general or specific terms from the Client (e.g., purchase terms) shall not apply without the Provider’s prior written consent.

Any modification of these GTC or the contract must be formally agreed upon in writing and signed by both parties.

No waiver – Failure by either party to enforce any provision of the contract immediately shall not be deemed a waiver of its right to enforce it later.

Likewise, any tolerance or inaction towards a breach shall not be construed as a waiver of rights.

Severability – If any provision of the contract or these GTC is found to be invalid or unenforceable, the remaining provisions shall remain fully effective. The parties shall endeavor to replace the invalid clause with a valid one that produces an equivalent legal and economic effect, consistent with the original intent.

Headings – The article headings are included for readability only and shall not affect the interpretation of the clauses. In case of contradiction, the clause content shall prevail over the heading.

Availability of the GTC – The Client acknowledges having received or had access to the present GTC prior to signing the contract.

The GTC are:

• attached to the quote,
• or available on the Provider’s website.

The Provider reserves the right to amend its GTC, but ongoing contracts remain governed by the version in force at the time of signing, unless the Client formally accepts an updated version.