General conditions
1. DEFINITIONS
For the purpose of these Terms & Conditions, the following definitions apply:
COMMENCEMENT DATE: the date on which ELSE receives confirmation of acceptance of the QUOTE by the CLIENT, or the date on which the execution of the PROJECT effectively starts.
QUOTE / PROPOSAL: the document, including attachments or digital communication, in which the services offered by ELSE are described, along with pricing and any specific conditions deviating from these Terms & Conditions.
CLIENT: any natural or legal person who requests or uses the services of ELSE and is identified as such in the QUOTE.
PROJECT: the scope of services performed by ELSE for the CLIENT as described in the accepted QUOTE. In the absence of a written QUOTE, the PROJECT refers to all services delivered upon request of the CLIENT.
ELSE: Else (Els De Waele), located at Erpe-Mere, Oudenaardsesteenweg 525, registered under company number BE0734 393 631
2. SCOPE OF APPLICATION
2.1 These Terms & Conditions apply to all PROJECTS carried out by ELSE. Deviations are only valid if agreed upon in writing by ELSE.
2.2 These Terms & Conditions prevail over any terms and conditions of the CLIENT, unless expressly accepted in writing by ELSE.
2.3 Any commencement of work constitutes the CLIENT’s tacit acceptance of these Terms & Conditions.
3. PRICING
3.1 Prices listed in the QUOTE are fixed, unless otherwise explicitly stated.
3.2 All prices are expressed exclusive of VAT, unless indicated otherwise.
3.3 Prices in QUOTES are considered estimates, unless expressly described as fixed.
4. PAYMENT TERMS
4.1 All invoices are payable immediately upon receipt, net and without discount, unless stated otherwise. ELSE may issue a deposit invoice of up to 30% of the total project amount upon acceptance of the QUOTE or at the start of the PROJECT.
4.2 For payments made later than 30 days after the invoice date, the invoice amount will automatically be increased by 2%, without prior notice or reminder.
4.3 In case of late payment, the CLIENT is legally liable for a lump-sum compensation of 10% of the total invoice amount.
4.4 Additionally, the CLIENT owes annual interest of 9.5%, calculated from the first due date.
4.5 Late payment of any invoice makes all other outstanding invoices immediately due, and ELSE reserves the right to suspend ongoing PROJECTS until all overdue invoices have been fully paid.
5. EXECUTION OF THE PROJECT
5.1 ELSE performs the PROJECT with due care and in accordance with professional standards.
5.2 ELSE commits to a best-efforts obligation, not an obligation of result.
5.3 ELSE retains full autonomy regarding how the PROJECT is executed.
5.4 ELSE may subcontract all or part of the PROJECT to third parties, without prior notice and at cost.
6. TERM AND TERMINATION
6.1 QUOTES are valid for 30 calendar days from the date of issue. The agreement between ELSE and the CLIENT is established upon written acceptance of the QUOTE or upon commencement of the PROJECT.
6.2 The agreement remains in effect from the COMMENCEMENT DATE until the CLIENT has accepted the results as defined in Article 9.
6.3 If either party encounters circumstances that hinder or significantly delay execution (e.g., illness, technical issues, unforeseen events), they must inform the other party within five (5) working days. Execution may be suspended. If suspension lasts longer than 20 working days, parties will consult on adjustments or termination.
6.4 Provisions that by nature survive the end of the agreement (e.g., intellectual property, liability) remain in force.
7. CLIENT DATA & INFORMATION
7.1 ELSE can only execute the PROJECT correctly if the CLIENT provides all required information, in the format and timing specified by ELSE.
7.2 Any additional costs resulting from late, incomplete, or incorrect information are fully borne by the CLIENT.
7.3 The CLIENT guarantees the accuracy and reliability of all information provided.
8. INTELLECTUAL PROPERTY
8.1 The CLIENT acquires the right to use the final deliverables (the “Work”) only after full payment of all invoices.
8.2 The granted usage rights include:
the right to reproduce the Work for the purpose for which it was created;
the right to distribute or communicate the Work to the public through all conventional technical means.
8.3 These rights are included in the PROJECT fee, unless otherwise agreed (e.g., extended commercial licensing, sublicensing, additional media, packaging production rights, etc.).
8.4 All working files, source files, sketches, concepts, AI prompts, drafts and exploratory materials remain the exclusive property of ELSE, unless agreed otherwise in writing.
9. DELIVERY & ACCEPTANCE
9.1 Upon completion of the PROJECT, ELSE issues a final invoice.
9.2 Any objections or disputes regarding the invoice must be submitted in writing and with justification within eight (8) days from the invoice date. After this period, the invoice is deemed definitively accepted.
9.3 Acceptance of the invoice constitutes confirmation that the PROJECT has been executed correctly and in accordance with the agreement.
10. TIMELINES
10.1 Any delivery timelines provided by ELSE are indicative only.
10.2 Delays cannot give rise to compensation or termination, unless expressly agreed in writing.
11. WARRANTIES & LIABILITY
11.1 ELSE makes no guarantees regarding the suitability of the Work for purposes beyond the agreed scope.
11.2 The CLIENT bears full responsibility for the use and application of the Work.
11.3 ELSE cannot be held liable for any damages arising from improper use, alterations made by third parties, or decisions based on the Work.
11.4 Except in cases of intent or gross negligence, ELSE’s total liability is limited to the amount invoiced for the specific PROJECT related to the claim.
11.5 The CLIENT indemnifies ELSE against all third-party claims related to the use of the Work.
12. SEVERABILITY
If any provision of these Terms & Conditions is deemed invalid or unenforceable, all remaining provisions shall remain fully enforceable.
13. APPLICABLE LAW & DISPUTES
13.1 These Terms & Conditions are governed by Belgian law, excluding its conflict-of-law rules.
13.2 In the event of a dispute, only the courts of the judicial district of Dendermonde shall have jurisdiction.
