1 - PURPOSE
1.1. These General Terms and Conditions of Sale (“GTCS”) apply to every offer, quotation, and agreement relating to services provided by Colour&Substance (hereinafter “Colour&Substance”), a private limited company under Belgian law, with its registered office at Stratem 52, 9880 Aalter, and company number 1017.655.803.
1.2. The contractual relationship (“Agreement”) between Colour&Substance and the commissioning party (“Client”) (together the “Parties”) is governed by these GTCS. Any other or conflicting terms or modifications shall only apply if expressly agreed in writing by Colour&Substance. The Client waives the application of its own general terms and conditions that aim to limit or exclude the applicability of these GTCS. No mutual annulment of terms shall apply.
2 - QUOTATIONS AND FORMATION OF AGREEMENT
2.1. All quotations issued by Colour&Substance are non-binding and may be modified at any time by Colour&Substance.
2.2. A quotation becomes binding once accepted by the Client. This constitutes an Agreement. In specific cases, a separate Agreement may be drawn up to define the service execution. This Agreement may contain clauses that differ from those in these GTCS. In such cases, the Agreement shall prevail.
3 - SERVICES
3.1. Colour&Substance provides creative and strategic services in marketing, branding, concept development, and related areas.
3.2. Colour&Substance commits to delivering services professionally, in accordance with relevant legal standards, sector guidelines, and the codes of conduct of applicable authorities and trade bodies. Service delivery constitutes a best-efforts obligation.
3.3. Colour&Substance shall make reasonable efforts to meet deadlines. However, the Client acknowledges that delivery timelines depend, among other things, on the timely provision of information and documentation. Timelines are therefore indicative.
3.4. The Client expressly agrees that Colour&Substance may engage subcontractors and suppliers, under its supervision, to (partially) carry out the services.
3.5. The Client is responsible for providing full and accurate information concerning their needs and situation. All necessary documents, information, keys, etc. must be provided to Colour&Substance. Colour&Substance is not required to verify their completeness or accuracy.
4 - payment terms
4.1. Unless otherwise agreed in writing, services will be invoiced as described in the Agreement. The Client must pay within 15 days of receipt.
4.2. Invoices are sent exclusively via email.
4.3. If payment is not received within 15 days, and unless otherwise agreed, the Client shall, without notice, owe statutory interest in accordance with Articles 5 and 6 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, plus a flat-rate compensation of 10% (minimum €150).
If the Client is a consumer, interest and penalties are only applicable after a formal reminder, in line with article XIX.2 of the Belgian Code of Economic Law.
4.4. In the event of full or partial non-payment, all other outstanding sums become immediately due.
4.5. Any disputes must be raised by email with confirmation of receipt within 14 days of invoice receipt.
4.6. Deposits or advance payments must be made before work commences.
4.7. All prices are exclusive of VAT and other applicable taxes, which are the Client’s responsibility.
5 - termination of agreement
5.1. The Agreement becomes effective upon acceptance by both Parties.
For one-off, short-term assignments: the Agreement ends after completion and cannot be terminated early.
For longer-term assignments: early termination is possible by mutual agreement. If no agreement is reached, a notice period of two months automatically applies.
5.2. Termination must be notified by registered post or email with confirmation of receipt, respecting the agreed notice periods.
5.3. If notice is absent, incomplete, or if contractual obligations are not respected during the notice period, the defaulting party owes the other:
(i) the compensation they would have received during the notice period, or
(ii) the actual damages suffered, at the discretion of the non-defaulting party.
In case of dispute, the average compensation over the previous 12 months shall apply.
5.4. The Client may cancel the Agreement before Colour&Substance begins work, provided they compensate all damages incurred. This includes lost profits, time reserved, purchased materials, and any preparatory costs. In such case, a minimum agency fee of 10% of the agreed project price applies, with a minimum of €1,000.
5.5. Either party may terminate the Agreement without judicial intervention if the other party:
(i) commits gross negligence, fraud, or violence,
(ii) is insolvent, bankrupt, or subject to liquidation or seizure,
(iii) breaches the Agreement repeatedly or significantly, making cooperation impossible.
A written notice must be sent (registered post or confirmed email) requesting remedy within 15 days (or 5 days in serious cases).
6 - intellectual property & copyright
6.1. The Client acknowledges that all intellectual property rights (e.g. trademarks, copyrights, designs) related to works delivered by Colour&Substance remain its exclusive property. Upon full payment, the Client receives a non-transferable, exclusive licence for agreed use (duration, territory, scope). Any extension must be agreed in writing and may incur additional fees.
6.2. Specific terms relating to IP rights will be set out in the Agreement or approved quotation.
6.3. Colour&Substance retains all moral rights and shall exercise them in accordance with professional norms in the Client’s sector.
6.4. Colour&Substance may object to any distortion, mutilation, or alteration that damages its reputation.
6.5. Unaccepted proposals and ideas remain strictly confidential and the property of Colour&Substance. The Client may not use or alter them without prior written consent.
7 - Data protection
Colour&Substance commits to processing personal data in line with applicable legislation, particularly the EU General Data Protection Regulation (GDPR), Regulation (EU) 2016/679.
8 - confidential information
8.1. Confidential information remains the property of each respective party. Both parties shall maintain confidentiality regarding the other’s operations, plans, clients, or affiliates during and after the Agreement.
8.2. The following is not considered confidential:
(i) already public information,
(ii) lawfully obtained third-party information,
(iii) independently developed information,
(iv) information disclosed by legal requirement.
9 - liability
9.1. Colour&Substance is only liable for damages resulting from intent, gross negligence, or, barring force majeure, failure to meet essential obligations. Liability is capped at €1,000 per claim.
9.2. Liability is limited to direct damages. Parties are not liable for indirect losses, including lost profits, business interruption, or data loss.
9.3. The Client waives the right to pursue Colour&Substance directors, agents, staff, or subcontractors individually, unless damage results from intent or harm to physical or psychological integrity.
9.4. If the Client breaches obligations resulting in third-party claims against Colour&Substance, the Client shall indemnify Colour&Substance for all resulting losses or liabilities.
10 - force majeure & hardship
10.1. Force majeure includes events beyond a party’s control (e.g. war, epidemic, riot, strike, natural disaster, telecom failure).
10.2. Affected parties must notify the other within 8 days.
10.3. Affected obligations are suspended during the force majeure period. Both parties must make reasonable efforts to resume or renegotiate performance.
10.4. Each party bears its own costs. No refunds or damages apply.
10.5. In cases of hardship (performance not impossible but significantly more difficult), Colour&Substance may request renegotiation.
11 - validity of clauses
11.1. Failure by Colour&Substance to invoke a clause shall not be deemed a waiver of that right.
11.2. If any clause is deemed invalid or unenforceable, it shall be replaced with a clause that achieves the same intent. The rest of the GTCS remains valid.
12 - applicable law & jurisdiction
12.1. These GTCS and resulting Agreements are governed by Belgian law.
12.2. In the event of a dispute, the parties shall first seek amicable resolution.
12.3. Failing that, the courts of Ghent have exclusive jurisdiction over any dispute regarding the validity, interpretation, or execution of these GTCS or related Agreements.