Convenience translation. In case of discrepancy between language versions, the Dutch version prevails.
1. Identity and applicability
1.1 The Parlor is a Belgian private limited company (BV) with registered office at Lange Lobroekstraat 155, 2060 Antwerp, Belgium, registered under number 0778.303.749.
1.2 These terms apply to all offers, assignments, services and agreements with The Parlor, including follow-up and new assignments.
1.3 Deviations are valid only if expressly agreed in writing by The Parlor.
2. Client — only The Parlor is the contracting party
2.1 All assignments are accepted and carried out solely by The Parlor, even if the client intends performance by specific individuals associated with The Parlor.
2.2 No one other than The Parlor has or will have obligations towards the client regarding the services. The client waives all recourse except those directed against The Parlor.
3. Use of third parties
3.1 The Parlor may engage third parties to perform the services and will exercise reasonable care in selecting them.
3.2 The Parlor is not liable for acts or omissions of such third parties and may accept third-party liability limitations on the client's behalf.
4. Exclusive use — confidentiality towards third parties
4.1 Services and outputs are for the client's exclusive use and may not be invoked by third parties.
4.2 The client shall not disclose advice, deliverables or outputs to third parties without The Parlor's prior written consent, unless legally required.
4.3 Any third-party rights/liability arise only if expressly accepted in writing by The Parlor.
5. Third-party beneficiary clause and indemnity
5.1 These terms (including liability limitations) also apply for the benefit of persons involved in performance (employees, associates, subcontractors) to the extent permitted by law.
5.2 The client indemnifies The Parlor and such persons against third-party claims arising from the assignment, provided content or the client's use of deliverables, including reasonable legal costs.
6. Costs and administrative charge
6.1 Costs incurred on the client's behalf may be invoiced to the client (licenses, purchases, travel, production).
6.2 The Parlor may charge a reasonable administrative mark-up unless otherwise agreed.
7. Offers, schedule and acceptance
7.1 Offers are valid for the period stated in the offer, or 30 days if not stated.
7.2 An agreement is formed upon (i) signature, or (ii) written confirmation (email is sufficient), or (iii) commencement of performance at the client's request.
7.3 Timelines are best-effort unless explicitly agreed as binding.
8. Hosting and domain services
8.1 Where The Parlor provides hosting, The Parlor targets 99.9% uptime per month, excluding scheduled maintenance (preferably with 48 hours' notice).
8.2 Hosting/domain fees are generally invoiced annually upfront and renew automatically each year unless cancelled in writing at least 30 days before renewal.
8.3 Where hosting and/or domain services are included in an offer, they are additionally governed by Annex A — Hosting & Domain Addendum, which forms an integral part of the agreement.
9. Invoicing and payment
9.1 Unless stated otherwise in the offer, The Parlor works with a 50% advance payment upon acceptance and 50% upon delivery or the milestone defined in the offer.
9.2 Work starts only after receipt of the advance payment, unless agreed otherwise in writing.
9.3 Invoices are payable within 14 days from the invoice date, unless stated otherwise.
9.4 All amounts exclude VAT and any legally due taxes/surcharges.
9bis. Client cancellation or suspension
9bis.1 If the client cancels, pauses or stops an assignment after acceptance, the client remains liable for:
- (a) all work performed to date (based on time spent or agreed price), and
- (b) all costs incurred or irreversibly committed (licenses, bookings, purchases, subcontractors), and
- (c) a cancellation fee on the remaining, unperformed portion:
- 20% if cancellation occurs more than 10 business days before a scheduled delivery/milestone,
- 35% if cancellation occurs between 10 and 5 business days before delivery/milestone,
- 50% if cancellation occurs less than 5 business days before delivery/milestone.
9bis.2 Where The Parlor has reserved capacity (planning/slots/crew), rescheduling or restart may be billed additionally.
9bis.3 This does not limit The Parlor's right to claim higher proven damages.
10. Late payment — interest and fixed compensation
10.1 Late payment triggers a fixed compensation of 10% of the outstanding amount (minimum €150) automatically and without notice, without prejudice to higher proven damages.
10.2 Late interest is due per the Belgian law of 2 August 2002 on combating late payment in commercial transactions.
11. Suspension and termination
11.1 In case of non-payment or breach, The Parlor may suspend services after notice and no adequate remedy within 10 days, without client compensation rights.
11.2 The Parlor may terminate the agreement after notice and no adequate remedy within 20 days, without prejudice to damages.
11.3 Upon suspension/restart, timelines may lapse and rescheduling/restart may be billed as additional work.
12. Client cooperation
12.1 The client provides all information, materials and access reasonably required.
12.2 Delays due to missing inputs may affect schedule and/or costs.
12bis. Scope, changes and revision rounds
12bis.1 Scope is limited to what is explicitly included in the offer.
12bis.2 Additional requests, extra revision rounds, structural changes or extra deliverables constitute additional work and will be billed at hourly rate or via a supplemental offer.
12bis.3 Delays caused by late feedback or missing inputs may lead to rescheduling and/or additional costs.
13. Intellectual property
13.1 Unless otherwise agreed, all IP in The Parlor's methods, know-how, templates and pre-existing materials remains with The Parlor.
13.2 Rights in deliverables transfer only to the extent and when all invoices relating to those deliverables are fully paid, unless agreed otherwise in writing.
13.3 The client warrants supplied materials do not infringe third-party rights and indemnifies The Parlor accordingly.
13bis. Reference and portfolio
13bis.1 Unless agreed otherwise in writing, The Parlor may use the client's name and the work (or excerpts) as a reference/case for portfolio, website and social media after public launch or publication by the client.
14. Liability
14.1 Liability is limited to direct damage resulting directly from The Parlor's proven fault.
14.2 No liability for indirect damage (consequential loss, lost profit, reputational damage, data loss) except where intent or gross negligence cannot be excluded under Belgian law.
14.3 Where third-party services are material (hosting, plugins, platforms, sending, ad platforms), liability is limited to reasonable efforts within scope.
15. Personal data (GDPR)
15.1 The Parlor processes personal data in compliance with applicable law.
15.2 Controller/processor roles depend on the specific services and may be defined in a separate data processing agreement if needed.
16. Amendment of terms
16.1 The Parlor may amend these terms; amendments apply from publication on The Parlor's website or written notice, and for new assignments from that date.
17. Applicable law and jurisdiction
17.1 Belgian law applies.
17.2 Exclusive jurisdiction: the courts of Antwerp.