Hereinafter referred to as "ARK". The other party is referred to as "the client".

These general terms and conditions apply to every offer, every quotation and every contract between ARK and the client, whether concluded through the website www.ark.be, by email, by telephone or verbally.

By accepting a quotation or placing an assignment, the client acknowledges having taken note of these terms and accepting them in full.

Deviations are valid only where expressly agreed in writing. They then apply only to the assignment for which they were agreed and create no precedent for later assignments.

The application of any general terms, purchase terms or procurement terms of the client is expressly excluded, even where those state that they apply to the exclusion of all others. The mere fact that ARK processes an order form or purchase order from the client does not imply acceptance of the client's terms.

ARK may amend these terms. A contract already concluded remains governed by the version in force at the time the quotation was accepted.

All prices are expressed in euro and exclusive of VAT, unless expressly stated otherwise.

Quotations are valid for thirty calendar days after being sent, unless the quotation states another period. After that period ARK is no longer bound.

A quotation is based on the briefing and the information provided by the client at that time. If that information proves incomplete or incorrect, or if the assignment changes in scope or nature, ARK may revise the price and the lead time.

Unless stated otherwise, the prices quoted do not include: third-party costs such as printing, production, photography, illustration, editing, voice actors, media space and advertising budgets; licence fees for the use of images, music or fonts; domain names, hosting and software licences; travel and accommodation costs outside Belgium. These costs are estimated in advance and charged separately.

For assignments extending over more than twelve months, ARK may adjust its rates annually in line with the movement of the reference consumer price index, subject to written notice of at least one month.

The contract is formed when the client accepts the quotation in writing or electronically, or when ARK begins performance at the client's request and the client does not immediately object.

Acceptance by email, or through a confirmation message in a project platform or messaging service, counts as acceptance in writing.

ARK may refuse an assignment, among other things where the assignment conflicts with the law, with advertising ethics or with the Belgian code of fair advertising practice, where it may give rise to confusion with existing trademarks, where the client has left an earlier invoice unpaid, or where an assignment from a direct competitor of an existing client would lead to a conflict of interest. A refusal is communicated with reasons.

ARK performs the assignment to the best of its ability and with the care that may be expected of a normally diligent communication and advertising agency in the same circumstances. Unless expressly agreed otherwise, this is an obligation of means and not an obligation of result.

ARK determines how and by which staff the assignment is carried out, in accordance with the agreed briefing. ARK may call on freelancers and subcontractors for performance, without this altering its responsibility towards the client.

Creative work is by nature subjective. A difference in taste, stylistic preference or appreciation does not constitute a shortcoming in performance and gives no right to refuse payment, to a price reduction or to rescission of the contract.

The client designates a single contact person authorised to take decisions, consolidate feedback and give approvals. ARK may assume that what this contact person communicates reflects the client's position.

Stated lead times and deadlines are indicative, unless a deadline has been expressly designated as binding.

The client provides in good time all information, briefings, texts, data, logos, imagery, access rights and approvals required for performance. If such delivery fails to materialise or is incomplete, the deadlines are extended accordingly and ARK may charge the resulting additional costs and waiting hours.

Feedback and approvals are given within the agreed period. In the absence of an agreement, a period of five working days applies. If the client does not respond within that period, ARK may regard the work submitted as approved for the purpose of project progress, after a written reminder has gone unanswered.

If a project is put on hold at the client's request for more than three months, ARK may regard it as terminated and invoice the services delivered up to that point. A later resumption counts as a new assignment.

Before production, publication, printing, placement or delivery, ARK submits a final proof or final version for approval.

The client checks that proof thoroughly, in particular for spelling, language, figures, prices, dates, contact details, legally required statements, formats and colour specifications.

The client's written or electronic approval of the proof is final. From that moment the client bears full responsibility for the approved content. Errors identified after approval give no right to free correction, to a price reduction or to compensation, and the costs of a reprint, a new production or a new placement are borne by the client.

If the client requests to proceed to production or publication without a prior proof or against the express advice of ARK, this is done at the client's risk.

Deviations inherent to the chosen production process do not constitute a defect. This applies among other things to colour differences between screen display and print, to colour differences between successive print runs or printing processes, and to the usual tolerances on run size and format applied by the producer concerned.

The client warrants that it holds all necessary rights and permissions for the material it provides to ARK or allows ARK to use: texts, logos, trademarks, photographs, illustrations, video, music, fonts, data and portraits of identified persons.

The client further warrants that the content it supplies or has included is not misleading or unlawful and complies with the rules on advertising, unfair commercial practices, comparative advertising and sector-specific advertising restrictions.

The client fully indemnifies ARK against any third-party claim arising from a breach of the warranties in this article, including claims for infringement of intellectual property rights, of image rights or of advertising rules, and including reasonable costs of defence.

ARK is not required to investigate the legal status of material supplied by the client and is not liable for the consequences of defects therein.

ARK stores supplied files carefully but does not act as an archive. The client keeps a complete copy of its own material. Working files and intermediate versions are kept for up to two years after delivery, after which they may be deleted.

All intellectual property rights in what ARK develops — concepts, designs, texts, slogans, illustrations, photography, video, animations, corporate identities, campaigns, websites and source code — belong to ARK, unless agreed otherwise in writing.

Subject to full payment of all amounts due, the client obtains a non-exclusive and non-transferable right to use the delivered work for the purpose, media, territory and term described in the quotation or the contract. In the absence of such a description, the right of use covers the use the parties reasonably had in mind when concluding the contract.

Any use outside that description — a different medium, a different language area, a longer period, a different brand or a different company within the client's group, or a substantial re-release — requires ARK's prior written consent and may give rise to additional remuneration.

As long as the client has not paid in full, it obtains no right of use whatsoever. Files already delivered may not in that case be used, published or exploited.

Concepts, proposals and designs that were not selected remain the full property of ARK. The client may not use them, may not develop them itself and may not have them developed by a third party. If it nonetheless does so, it owes the full amount quoted for the development of that concept, without prejudice to ARK's right to prove higher damage.

Modifications to the work by the client or by a third party are permitted only with ARK's prior written consent. The moral rights of the authors concerned are retained in all cases.

Open source files, working files and source code do not form part of the delivery, unless expressly agreed and paid for.

ARK may mention and show the work produced for the client in its portfolio, on its website, in competition entries and in its communications, stating the client's name. If the client does not wish this, it must notify ARK in writing before delivery. For work not yet made public, ARK always waits until after publication by the client.

For part of the image, video, music and font material, ARK works with commercial image banks and licensors. That material is not transferred to the client: the client obtains only the right of use permitted by the licence of the image bank concerned.

Those licences are limited, and the limitations may relate to the medium, the print run, the number of impressions, the geographical territory, the term and whether or not use in trademarks, logos, packaging or merchandising is permitted. ARK communicates the relevant limitations upon delivery and keeps the licence records available to the client.

The client uses this material solely within those limits, and only as part of the work for which it was purchased. The client may not isolate it from the work, reuse it in other campaigns, pass it on to third parties or sub-license it.

If the client wishes to use the material more broadly or for longer, ARK will on request arrange an extension of the licence. The costs are borne by the client. Some extensions are not possible with certain image banks; in that case replacing the material is the only option.

If the client uses the material outside the permitted limits, it bears full responsibility itself and indemnifies ARK against any claim, fine or compensation sought by the rightholder or the image bank. Such claims can be substantial.

If ARK is unable to renew a licence because the client leaves a renewal request unanswered, ARK is not liable for the consequences of that licence expiring.

ARK is liable only for damage that is the direct and foreseeable consequence of a shortcoming in the performance of its obligations.

ARK is not liable for indirect or consequential damage, including loss of profit, loss of turnover, loss of data, loss of clientele, missed opportunities, missed savings and reputational harm.

ARK gives no guarantee whatsoever as to the commercial result of a campaign, publication or communication activity. Reach, response, sales figures, brand awareness, search engine visibility and the behaviour of third-party algorithms or platforms are beyond its control and fall outside its liability.

ARK is not liable for shortcomings of third parties designated by the client itself, nor for the consequences of decisions the client takes against ARK's advice.

ARK's total liability per assignment is limited to the amount paid by the client for that assignment, excluding VAT and excluding third-party costs passed on. For assignments of longer duration it is limited to the amounts invoiced in the twelve months preceding the event giving rise to the damage.

The limitations in this article do not apply in the event of fraud, intentional fault or gross negligence by ARK or its agents, nor in the event of damage to life or physical integrity, nor in cases where the law excludes any limitation.

Any claim lapses if it is not notified to ARK in writing within two months of the damage being established, and in any event one year after delivery of the service concerned.

Invoices are payable within thirty calendar days of the invoice date, into the account number stated on the invoice.

ARK may request an advance payment of up to fifty per cent before work starts, and may invoice on an interim basis per phase or per month according to progress. Third-party costs, media budgets and licence fees may be invoiced in full in advance.

Complaints about an invoice must be notified to ARK in writing and with reasons within fourteen calendar days of the invoice date. Thereafter the invoice is deemed accepted. A dispute about one item does not suspend the obligation to pay the remaining items.

In the event of non-payment on the due date, default interest is owed by operation of law and without notice of default, in accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, increased by fixed compensation of ten per cent of the outstanding invoice amount, with a minimum of forty euro, without prejudice to ARK's right to prove the actual recovery costs.

In the event of non-payment of one invoice, all other outstanding invoices become immediately due and ARK may suspend further performance of all ongoing assignments, after written notice. ARK is not liable for the consequences of that suspension, including where deadlines or publication dates are missed as a result.

Until payment has been made in full, all materials delivered remain the property of ARK and the client obtains no rights of use, in accordance with Article 10.4.

Set-off by the client is not permitted without ARK's prior written consent.

Contracts for a specific assignment end upon delivery and full payment.

Contracts of indefinite duration, such as a fixed monthly collaboration, may be terminated by either party with three months' written notice, unless agreed otherwise.

If the client terminates a confirmed assignment before delivery, it compensates all services delivered up to that point and the costs already committed to third parties, increased by fixed compensation of thirty per cent of the remaining part of the agreed price, without prejudice to ARK's right to prove higher actual damage.

ARK may rescind the contract without judicial intervention and without compensation where the client, following a written notice of default with a period of fifteen days, fails to perform a material obligation, or where the client is in a state of bankruptcy or judicial reorganisation or ceases its activities.

Where the client cancels a scheduled production, media placement or live event within thirty days before the performance date, the costs already committed to third parties are due in full, regardless of whether those third parties themselves grant a refund.

ARK is not liable for delay or non-performance resulting from force majeure: any circumstance beyond its control that makes performance reasonably impossible or considerably more onerous. This includes natural disasters, fire, flooding, war, terrorism, epidemic, strikes, failure of energy, internet or telecommunications, cyberattack, malfunction or policy change at third-party platforms, government measures, and shortcomings or insolvency of suppliers and subcontractors.

ARK informs the client as soon as possible and makes every effort to find an alternative.

If the force majeure lasts longer than two months, either party may rescind the contract without compensation. The services delivered and the costs already committed up to that point remain due.

Both parties treat all confidential information received from each other as confidential and use it solely for the performance of the contract. This obligation remains in force until three years after the end of the collaboration.

Confidential information includes, among other things: campaigns and products not yet published, pricing, client databases, strategic plans and figures.

This obligation does not apply to information that is or becomes public without any act of the receiving party, nor to information that must be disclosed pursuant to a legal or judicial obligation.

The processing of personal data by ARK takes place in accordance with its privacy policy, which forms an integral part of these terms.

Where, in the context of an assignment, ARK processes personal data in the name and on behalf of the client — for instance when managing a mailing list, a competition or a customer database — ARK acts as processor and the client as controller. In that case the parties conclude a separate data processing agreement in accordance with Article 28 GDPR.

The client warrants that it has a valid legal basis for the data it provides to ARK for processing, and that the data subjects have been duly informed.

If you have a complaint about our services, please contact us at ben@ark.be. We confirm receipt within five working days and aim for a solution within thirty days.

The parties undertake, in the event of a dispute, first to consult in good faith before starting legal proceedings.

19.1. Prices.All prices are communicated to the consumer inclusive of VAT and inclusive of all other mandatory taxes and charges.

19.2. Right of withdrawal.In the case of a distance contract or an off-premises contract, the consumer has fourteen calendar days from the conclusion of the contract to withdraw without giving reasons, by notifying this unambiguously to ben@ark.be or to Kleemstraat 29, 9250 Waasmunster. If the consumer expressly requests that ARK begin performance during that period, the consumer owes, upon later withdrawal, an amount proportionate to what has already been delivered. If the service has been fully performed during the withdrawal period after the consumer expressly requested this and acknowledged losing the right of withdrawal as a result, there is no longer a right of withdrawal.

19.3. Late payment.In the event of non-payment on the due date, ARK first sends a free reminder. Only after a period of at least fourteen calendar days has expired — running from the third working day after that reminder is sent, or from the calendar day after sending if it was sent electronically — are a penalty clause and default interest due. In accordance with Book XIX of the Code of Economic Law, the penalty amounts to a maximum of twenty euro if the balance does not exceed one hundred and fifty euro; thirty euro plus ten per cent of the amount above one hundred and fifty euro if the balance is between one hundred and fifty and five hundred euro; and sixty-five euro plus five per cent of the amount above five hundred euro, capped at two thousand euro, if the balance exceeds five hundred euro. Article 13.4 does not apply.

19.4. Termination.The fixed compensation of Article 14.3 applies reciprocally: if ARK terminates the contract without valid reason, it owes the consumer equivalent compensation.

19.5. Out-of-court dispute resolution.If the consumer cannot reach a solution with ARK, it may turn free of charge to the Consumer Mediation Service, North Gate II, Koning Albert II-laan 8 box 1, 1000 Brussels, telephone +32 (0)2 702 52 00, contact@consumentenombudsdienst.be, www.consumentenombudsdienst.be. For a cross-border dispute within the European Union, the consumer may turn to the European Consumer Centre Belgium, www.eccbelgium.be.

19.6. Competent court.Article 21.2 does not apply. Disputes with a consumer are brought before the court that is competent under the Judicial Code, as a rule that of the consumer's place of residence.

19.7.No provision of these terms affects the mandatory rights the consumer derives from Book VI of the Code of Economic Law.

If a provision of these terms is void, invalid or unenforceable, the remaining provisions remain in full force. The provision concerned is replaced by a valid provision that comes as close as possible to the parties' original intention.

The fact that ARK does not immediately exercise a right under these terms cannot be regarded as a waiver of that right.

The client may not assign its rights and obligations under the contract without ARK's prior written consent.

These terms, together with the quotation and any written special arrangements, constitute the entire agreement between the parties. In the event of conflict, the written special arrangements prevail first, then the quotation, then these general terms and conditions.

All contracts between ARK and the client are governed exclusively by Belgian law, to the exclusion of the Vienna Sales Convention.

All disputes fall within the exclusive jurisdiction of the courts of the judicial district of East Flanders, Dendermonde division, without prejudice to Article 19.6.