TERMS & CONDITIONS

1. General

These Terms & Conditions apply to all quotations, proposals, assignments, agreements, invoices and services provided by SOAP ADVERTAINEMENT BV, having its registered office at Drève de Limauges 24, 1470 Bousval, Belgium, registered with the Crossroads Bank for Enterprises under number 0649.892.080 and VAT number BE 0649.892.080 ("SOAP AD").

By placing an order, accepting a quotation or engaging SOAP AD's services in any manner, the client expressly accepts these Terms & Conditions and waives the application of any of its own terms and conditions, unless otherwise agreed in writing by SOAP AD.

These Terms & Conditions form an integral part of all agreements entered into with SOAP AD. Any deviation from these Terms & Conditions shall only be valid if expressly agreed upon in writing and signed by both parties.

SOAP AD reserves the right to correct typographical, clerical or administrative errors at any time.

2. Quotations and Proposals

All quotations, proposals and estimates issued by SOAP AD are non-binding and remain subject to written acceptance by both parties.

Unless otherwise stated, quotations remain valid for a period of thirty (30) calendar days from the date of issue.

The client is requested to confirm all orders and assignments in writing. A verbal acceptance or delayed acceptance may nevertheless be deemed valid if confirmed in writing by SOAP AD or if SOAP AD has commenced the execution of the assignment.

Any agreement resulting from such acceptance shall be governed exclusively by the content of the accepted quotation, including these Terms & Conditions.

Acceptance of a quotation is only valid when the quotation is accepted in its entirety.

If the client accepts a quotation after its validity period has expired, SOAP AD reserves the right to revise pricing, hourly rates, project scope and delivery timelines.

Any modifications to an accepted quotation shall only be valid if documented in a supplementary quotation or written amendment signed by both parties.

A signed quotation supersedes all prior discussions, proposals, communications and agreements, whether oral or written.

3. Pricing and Performance of Services

All prices, budgets, estimates and delivery timelines communicated by SOAP AD are provided in good faith but shall not be considered fixed or binding unless expressly agreed otherwise in writing.

SOAP AD reserves the right to adjust delivery schedules, project planning and fees where circumstances beyond its reasonable control so require.

Such adjustments shall not entitle the client to compensation, termination of the agreement, price reductions or any other form of indemnification.

Unless otherwise specified in the quotation, work shall commence only upon receipt of an advance payment equal to thirty percent (30%) of the total quoted amount.

A signed quotation may be cancelled by the client only if SOAP AD has not yet commenced work. In the event of cancellation, the client shall owe a cancellation fee equal to thirty percent (30%) of the total quoted amount.

Where a project is divided into phases, SOAP AD may request written approval at the conclusion of each phase. Work on subsequent phases shall not commence until written approval of the preceding phase has been received.

SOAP AD shall not be liable for delays, deficiencies or errors resulting from incomplete, inaccurate or late information provided by the client.

Where the quotation specifies that certain documents, materials or information must be supplied by the client, any delay in providing such materials may result in revised project timelines.

SOAP AD reserves the right to engage subcontractors, freelancers, consultants or third-party suppliers in the performance of its services without requiring prior approval from the client.

4. Termination

Where no formal approval procedure has been agreed upon for individual project phases, the parties shall be given the opportunity to review and approve the final proof or deliverable before publication, production, reproduction or public release.

If circumstances beyond SOAP AD's reasonable control prevent formal written approval, the client shall bear the associated risks.

Should the client terminate an agreement before final delivery, the original quoted amount shall remain payable, together with:

all work performed up to the date of termination;
all expenses incurred by SOAP AD;
any commitments entered into with third parties on behalf of the client;
a fixed indemnity equal to thirty percent (30%) of the remaining unpaid project value.

SOAP AD reserves the right to terminate any agreement immediately and without prior notice if the client breaches these Terms & Conditions or any other contractual obligations.

SOAP AD may also terminate an agreement immediately if the client becomes insolvent, enters into bankruptcy proceedings, ceases business operations, seeks creditor protection or otherwise loses control over its assets.

In such circumstances, the client shall not be entitled to any compensation.

5. Third-Party Suppliers

Where the execution of an assignment requires the involvement of third parties, including but not limited to printers, publishers, media agencies, hosting providers, production partners, telecommunications providers, developers or other service providers, such arrangements shall be made on behalf of, for the account of and at the risk of the client.

SOAP AD shall not be liable for any delays, failures, omissions, interruptions or defects attributable to such third parties.

Any costs, fees or contractual obligations arising from agreements with third-party suppliers shall be borne by the client unless otherwise expressly agreed in writing.

6. Invoicing and Payment Terms

Unless otherwise stated on the invoice, all invoices issued by SOAP AD shall be payable within fifteen (15) calendar days from the invoice date by bank transfer to the bank account designated by SOAP AD.

Unless otherwise agreed in writing, project payments shall be invoiced in two stages:

An advance invoice representing thirty percent (30%) of the agreed project fee, payable prior to the commencement of any work;
A final invoice representing the remaining seventy percent (70%) of the agreed project fee, payable upon final delivery of the project.

For projects exceeding three (3) months in duration, SOAP AD reserves the right to invoice completed phases or work performed on a monthly basis.

Any invoice remaining unpaid after its due date shall automatically and without prior notice bear interest at the rate provided by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

In addition, a fixed compensation of ten percent (10%) of the outstanding amount shall be due, with a minimum indemnity of EUR 200.00, without prejudice to SOAP AD's right to claim higher damages where justified.

SOAP AD reserves the right to suspend all ongoing services, deliveries, access rights and project activities until all outstanding invoices, interest and indemnities have been paid in full.

Any dispute regarding an invoice must be submitted by registered letter within eight (8) calendar days following receipt of the invoice.

Such notice must contain a clear and detailed description of the grounds for the complaint.

In the absence of a timely and sufficiently detailed objection, the invoice shall be deemed irrevocably accepted by the client.

7. Retention of Title

All deliverables, files, documents, designs, source files, digital assets, materials and services supplied by SOAP AD shall remain the exclusive property of SOAP AD until full payment of all outstanding invoices relating to the relevant assignment has been received.

The client shall not acquire any ownership rights, licence rights or intellectual property rights before all amounts due have been paid in full.

SOAP AD reserves the right to withhold final deliverables, source files, editable files, production files, access credentials, artwork and any other project materials until complete payment has been received.

8. Client Responsibilities

The client undertakes to provide all information, documents, materials, approvals and assistance necessary for the proper execution of the assignment within the agreed timelines.

The client remains solely responsible for the accuracy, legality, completeness and quality of all information and materials supplied to SOAP AD.

SOAP AD shall not be liable for delays, errors, additional costs or deficiencies resulting from inaccurate, incomplete or late information provided by the client.

The client further warrants that any materials supplied to SOAP AD, including but not limited to photographs, logos, texts, trademarks, audiovisual materials, software or other content, may lawfully be used for the intended purpose.

The client shall indemnify and hold harmless SOAP AD against any third-party claims arising from the use of such materials.

9. Liability

SOAP AD shall not be liable for any errors, omissions or deficiencies in the final deliverables where the client has approved the relevant materials or has been given a reasonable opportunity to review and approve them.

SOAP AD's obligations shall at all times constitute obligations of means and not obligations of result. SOAP AD undertakes to perform its services with professional care and diligence but does not guarantee any specific commercial, financial or operational outcome.

Under no circumstances shall SOAP AD be liable for indirect, consequential, incidental or special damages, including but not limited to:

loss of revenue;
loss of profit;
loss of business opportunities;
loss of clientele;
reputational damage;
loss of data;
business interruption;
increased operational costs;
anticipated savings not realised.

Where SOAP AD is found liable, its total liability shall in all cases be limited, at SOAP AD's sole discretion, to either:

the re-performance of the relevant services; or
reimbursement of the fees actually paid by the client for the specific assignment giving rise to the claim.

Under no circumstances shall SOAP AD's liability exceed the total amount invoiced and effectively paid by the client for the relevant project.

10. Internet, Hosting and Data Risks

The client acknowledges that communications transmitted via the internet may not be secure and may be intercepted, altered or lost.

SOAP AD shall not be liable for any damages resulting from the transmission of confidential or sensitive information through electronic communications.

Where hosting, cloud services, third-party software, digital platforms or external infrastructure are involved, SOAP AD shall not be liable for:

server failures;
hosting interruptions;
software malfunctions;
cyberattacks;
data corruption;
data loss;
security breaches attributable to third parties.

The client remains responsible for implementing appropriate backup, security and data protection measures.

11. Force Majeure

SOAP AD shall not be liable for any failure or delay in the performance of its obligations caused by circumstances beyond its reasonable control.

Force majeure includes, without limitation:

natural disasters;
fire;
flood;
epidemic or pandemic;
war;
terrorism;
governmental measures;
strikes or labour disputes;
utility failures;
internet outages;
cyber incidents;
failures of suppliers or subcontractors;
transportation disruptions;
shortages of materials or resources.

In the event of temporary force majeure, SOAP AD shall be entitled to suspend performance of the agreement for the duration of the event.

Delivery schedules and project timelines shall automatically be extended accordingly.

If performance of the agreement becomes permanently impossible, SOAP AD shall be entitled to terminate the agreement without liability.

In such event, all work performed and expenses incurred up to the date of termination shall remain payable by the client.

12. Intellectual Property Rights

All intellectual property rights created, developed, designed or produced by SOAP AD in the course of an assignment, including but not limited to concepts, strategies, brand identities, creative directions, campaign ideas, artwork, designs, layouts, texts, visual assets, presentations, websites, photography, videos, illustrations, source files and other creative materials, shall remain the exclusive property of SOAP AD unless otherwise expressly agreed in writing.

Upon full payment of all invoices relating to the assignment, SOAP AD grants the client a non-exclusive, perpetual and worldwide licence to use the final approved deliverables for their intended purpose.

This licence includes the right to reproduce, publish, distribute and communicate the final approved deliverables to the public.

The licence does not include the right to modify, adapt, alter, deconstruct, reproduce derivative works from, resell or transfer the deliverables without the prior written consent of SOAP AD.

Any rights not expressly granted remain the exclusive property of SOAP AD.

SOAP AD retains ownership of all preliminary materials, sketches, drafts, concepts, strategic documents, presentations, working files, source files, editable files, prototypes, development materials and production files, regardless of whether they form part of the final deliverable.

SOAP AD further reserves the right to reuse the general knowledge, expertise, methodologies and know-how acquired during the execution of an assignment, provided that no confidential information belonging to the client is disclosed.

13. Pitches, Proposals and Creative Concepts

All proposals, quotations, presentations, mood boards, brand strategies, communication strategies, creative directions, visual concepts, campaign ideas, naming proposals, slogans, designs, sketches, layouts, marketing recommendations and other intellectual creations presented by SOAP AD during a pitch, proposal process, commercial discussion or exploratory meeting remain the exclusive intellectual property of SOAP AD.

Such materials are provided solely for evaluation purposes and may not be copied, reproduced, adapted, implemented, distributed, communicated to third parties or otherwise used, in whole or in part, without the prior written consent of SOAP AD.

The submission of a proposal, quotation or pitch does not transfer any intellectual property rights to the prospective client.

If a prospective client decides not to engage SOAP AD and subsequently appoints another agency, consultant, freelancer or service provider, none of the concepts, strategic recommendations, visual directions, campaign ideas, naming proposals, creative concepts or other intellectual creations developed by SOAP AD may be used, directly or indirectly, by the client or any third party.

Any unauthorised use shall constitute an infringement of SOAP AD's intellectual property rights and may give rise to legal proceedings and claims for damages.

Where a client invites multiple agencies or service providers to participate in a competitive pitch, tender or quotation process, the client shall inform all participating parties thereof in advance.

14. Portfolio and References

Unless otherwise agreed in writing, SOAP AD shall be entitled to reference the client and the completed assignment for promotional, marketing, communication and portfolio purposes.

SOAP AD may display the client's name, logo, project description and visual representations of the completed work on its website, social media channels, presentations, award submissions, press communications and other promotional materials.

Where confidentiality obligations apply, SOAP AD shall obtain the client's prior approval before publishing confidential project information.

SOAP AD may include a discreet credit, signature or attribution on creative work, websites or publications in accordance with industry practice, provided that this does not interfere with the client's use of the deliverable.

15. Confidentiality

Each party undertakes to treat as strictly confidential all business, commercial, financial, strategic, technical and operational information received from the other party in connection with an assignment.

Neither party shall disclose confidential information to third parties without the prior written consent of the other party, except where disclosure is required by law, regulation or court order.

This confidentiality obligation shall remain in force during the term of the agreement and for a period of five (5) years following its termination.

The confidentiality obligation shall not apply to information that:

is publicly available without breach of this agreement;
was lawfully obtained from a third party;
was already known by the receiving party;
is independently developed without reference to the confidential information.

16. Data Protection and Privacy

SOAP AD processes personal data in accordance with applicable Belgian and European data protection legislation, including Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR).

Personal data provided by the client shall only be processed for purposes related to:

client administration;
project management;
invoicing and accounting;
communication regarding assignments;
legal and contractual obligations;
Marketing activities where legally permitted.

SOAP AD shall implement reasonable technical and organisational measures to protect personal data against unauthorised access, loss, misuse or disclosure.

The client may exercise its rights of access, rectification, erasure, restriction, objection and data portability by contacting:

SOAP ADVERTAINEMENT BV
Drève de Limauges 24
1470 Bousval
Belgium

Email: info@isabelledevos.com

Further information is available in the Privacy Policy published on www.voshaes.com.

17. Severability

Should any provision of these Terms & Conditions be held invalid, illegal or unenforceable by a competent court or authority, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

The remaining provisions shall remain in full force and effect.

The parties shall negotiate in good faith a replacement provision reflecting as closely as possible the economic and legal intent of the invalid provision.

18. Governing Law and Jurisdiction

These Terms & Conditions, all quotations, assignments, agreements, invoices and any disputes arising therefrom shall be governed exclusively by and construed in accordance with Belgian law.

Any dispute arising out of or in connection with the relationship between SOAP AD and the client shall fall within the exclusive jurisdiction of the courts of the judicial district of Walloon Brabant, Belgium.