Terms & conditions



These general conditions apply to all offers, agreements and resulting deliveries and services of whatever nature between the Company and the customer. They always prevail over any customer’s general conditions. By virtue of placing an order, the customer declares to agree with these conditions. Derogations or supplements only become binding when agreed between the parties in writing.



All our verbal and written offers and associated quotations are free of any obligation. Quotations can be changed as a result of an unforeseen change in the activities.



Orders must be confirmed in writing (including but not limited to  : email, letters, signed paper, sms, ..) by the customer. If neither party confirms the order in writing, and the Company has started carrying out the order with the approval of the customer, the customer is considered to have placed the order in conformity with the quotation.



Should the customer wish to simultaneously assign the same order to a number of agencies, he must inform all advertising agencies involved of this. On our request, the customer must mention to which other agencies the order has been assigned.



The customer is bound to make every effort that is reasonably required or desirable to allow the Company to make an on-time and correct delivery, in particular the provision in good time of complete, correct and clear information and/or the necessary materials. The Company cannot be liable for the communication of erroneous information or the absence of communication of information which would be directly or indirectly attributable to the Customer.



The carrying out of our order also comprises acceptance by the customer of the general conditions of the third parties we use for the order.



Any periods mentioned by us for the completion of an order are purely indicative unless it is explicitly mentioned that this is an ultimate deadline. Exceeding the indicated period gives no rise to the payment of compensation or only partial payment of the original invoice sum by the customer.



All material proprietary rights as well as all intellectual property rights associated with the provisional and/or final design for publicity, artistic, photographic, digital, electronic and other production work and domain names, accounts, creations, layout, designs as well as those relating to reproductions of such will remain the exclusive property of the Company.



The customer cannot change the order without the prior and written agreement of the Company. If the customer desires to change the scope of the order, the price and the delay delivery will be adapted by the Company accordingly. In this kind of case but not limited to, the customer has the obligation to pay the fees and the services already performed and by the Company. The Company may decide to adapt the order on basis of the requirements of the work and without having to require the agreement of the customer. The customer has no right to cancel the agreement with the Company before the duration specified and/or until all the services mentioned in the Purchase order are fully delivered. If the Customer cancels the agreement without the prior agreement of the Company, the customer will have to pay the invoice of the Company in full.



The customer must pay the invoices within fifteen (15) days of the invoice date. If after the expiry of this period no full payment is made by the customer, he becomes in default and owing statutory interest of 1% a month. Administrative, extrajudicial and legal collection costs due to late payments are also charged to the customer. Administrative and/or extrajudicial costs are set at a minimum of 15% of the invoice sum and with a minimum of €100. Complaints about invoices are only valid if received by registered mail within two (2) business days after the date of the invoice concerned.



Should the customer not comply with his payment obligations, all rights transferred by us to the customer under the contract are suspended up to the time of compliance with these payment obligations. In such a case the customer may not make use of the work/prestation made available to him.



When our activities consist of repeated activities of a similar nature for the customer, such an agreement will apply for an indefinite period unless otherwise agreed in writing. This agreement can only be ended by notice of termination by registered mail, while observing a reasonable period of notice of at least one (1) month and if the duration of the agreement exceeds 11 months the customer will have to respect a period of notice of 3 months. If the period is specified and renews automatically, the agreement can only be ended while observing a reasonable period of notice of 3 months before the contract anniversary.



In a case of force majeure, whereby we cannot reasonably be required to further carry out the order, we are entitled to cease carrying out the order or suspend its execution without being bound to pay any damage payments or being bound by any guarantee. In this case we are entitled to the fee for work performed up to that time, and compensation for costs incurred up to that time. We will make the achieved results available to the customer. If due to the behavior or actions of the customer a situation should arise in which we cannot reasonably be required to further carry out the order, besides the right to cease carrying out the order we become entitled to the fee to be charged for the whole order. Moreover, the Company has the right to delay or to cancel the performance of its Services without liability, namely if this delay or cancellation is the result of an unpredictable and insurmountable cause which is independent from the will of the Company and, including but not restrictively, natural disasters, epidemics (such as the one linked to Covid-19 and/or any other situation with similar characteristics), hacking of the internet website, war, requisitioning, fire, flooding, work accidents, lock-outs, strikes or social conflicts, etc. This will not lead to any right to damages for the customer.



The customer bears the risk of misunderstandings or errors with regard to the execution of the agreement if they result from or are caused by actions of the customer, such as in the case of the late or non-delivery of full, proper and clear information/materials. The customer also bears sole liability for legal consequences of activities he has ordered and approved, and their conformity with the various legal provisions including trading practices and privacy laws. Our liability for damage resulting from an agreement with a customer is always limited to the amount of the fee due to us for the order concerned. Any claim for compensation must be submitted to us by registered mail within five (5) calendar days of the occurrence of the damage-causing event. Under no circumstances whatsoever can we be held liable for indirect damage such as financial damage, commercial damage, loss of profit or income or loss of information. Neither can we be held liable for material entrusted to us by the customer within the context of carrying out our order or otherwise.



The present Contract is regulated exclusively by Belgian law. Any dispute, related directly or indirectly to the interpretation or the validity of the Contract, which cannot be solved amicably, will exclusively be submitted to the French-speaking Business Court of Brussels.



The customer  hereto agree that he shall treat confidentially the terms and conditions of this Agreement and all information provided by the Company. All confidential information by the Company shall be used by the customer solely for the purpose of rendering or obtaining services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party without the prior consent of the Company. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed any Regulatory Authority, any auditor of the parties hereto, or by judicial or administrative process or otherwise by Applicable Law. The parties agree that any breach of this agreement will result in irreparable harm to the non-breaching party. The non-breaching party shall be entitled to claim a penalty right of 1.000EUR per breach.



The Agreement between the Company and the Customer cannot be transferred or subcontracted to third parties by the customer. In default of such, the customer will answer towards the Company as well as towards third parties, for any damage resulting possibly from this transfer.

The Company is free to exercise other professional activities, notably similar ones, for other clients without having to inform the customer.

The fact for the Company not to avail itself of the non-performance by the customer of a provision of the Terms and Conditions implies in no way any waiver of the right conferred to him by virtue of said provision or of any other provision.  The articles of the General terms and conditions that would violate legal or contractual provisions of a mandatory nature or of public order, will be deemed unwritten, without that nullity affecting the validity of the agreement and the General terms and conditions as a whole. In this case, the Parties will replace, by mutual agreement and with respect for the real intention of the parties which prevailed at the conclusion of the agreement, the null provision or the provision contrary to a mandatory provision or to a provision of public order which, within the legal limits, has the same effects as the one which has been declared null or contrary to a mandatory provision or to a provision of public order or of which the effects are as close as possible to the provision to be replaced.

UPPER SIDE - Performance marketing and digital strategy

Performance marketing studio in Brussels and Aix-en-Provence.