Onlimited | Kloosterstraat 179 | Antwerpen | België | BE 0699.602.404

1. Application

1.1 Onlimited is the trading name of Onlimited BV. Only Onlimited BV. is the contracting party in all actions of Onlimited towards clients. The client and Onlimited are collectively referred to as “parties” in this agreement.

1.2 These general terms and conditions apply to all quotations from and agreements between Onlimited Ltd. and the client.

1.3 The applicability of the client’s general terms and conditions is excluded.

2. Offers and Agreements

2.1 The offer is valid for 8 days after the date of the offer, unless otherwise announced in writing by Onlimited.

2.2 The prices quoted are exclusive of VAT.

2.3 The agreement with the customer is concluded when the customer signs the offer for approval without changes within 8 days and returns it to Onlimited.

2.4 Changes and extensions of an agreement are only binding for the customer and Onlimited if they are confirmed in writing or by e-mail.

2.5 The fees which are stated in the signed agreement can be subjected to indexation. The indexation will however be communicated three months prior to the actual adjustment date.

2.6 The forecasts, advice, plans, budgets and reports issued by employees of Onlimited are, unless otherwise agreed in writing, purely indicative in nature.

2.7 All performances of Onlimited relate to effort commitments.

3. Execution of the Agreement

3.1 Onlimited carries out each assignment with the professional quality that can be expected from experts, in accordance with the generally accepted standards and customs of the sector and in accordance with the original assignment or quotation.

3.2 Onlimited is completely free to carry out the assignment to its own ability and insight, in accordance with the original assignment or quotation. This also means that Onlimited is given complete freedom to call upon the services of specialized third parties, such as third parties with technical knowledge, if this is necessary for the proper execution of the assignment.

3.3 Onlimited uses various electronic means of communication, such as email, to guarantee smooth and direct communication. As a customer, you accept the use and value of these means of communication.

3.4 A correct and timely execution of the order requires a smooth and proactive cooperation of the customer, both on his own initiative and at the simple request of Onlimited. This expressly includes the provision of all reasonably required materials and information. A lack of cooperation and/or availability shall always have an impact on the further execution period without giving rise to any compensation towards the client.

4. Independence of Onlimited

4.1 This Agreement does not create an employment relationship nor does it create a relationship of authority between the parties or their appointees and employees. It is Onlimited’s sole responsibility to comply with all legal obligations in the field of social security, taxation, and corporate law. The invoiced allowances are not paid out as wages.

4.2 If the assignment of Onlimited consists of putting the customer in contact with specialized and reputable suppliers of specific solutions, Onlimited will only be responsible for the optimal connection between both parties. Onlimited is not responsible for the proper functioning of the (software) products, solutions, and any other actions of the supplier towards the customer. This responsibility remains with the supplier.

4.3 All parties acknowledge that the execution of this Agreement does not result in a mutual relationship of exclusivity. This means, among other things, that Onlimited is always free to execute similar Agreements and assignments for third parties.

5. Duration of the Agreement

5.1 The customer can terminate the agreement with Onlimited free of charge during the first month after the conclusion of the agreement, insofar as Onlimited has not yet started its activities. This termination must be done in writing or by e-mail. If the work of Onlimited has already started, the customer shall owe Onlimited a fee in proportion to the services already performed, amounting to at least 50% of the agreed monthly fee, with an absolute minimum of €1,000.

5.2 Either party may at any time terminate the agreement prematurely by means of a written notice of termination addressed to the other party. The customer must address his or her notice of termination to his or her commercial contact at Onlimited. The agreement shall remain in force after termination until the end of the month in which the termination was made. In addition to payment for all services provided by Onlimited, the customer will also pay any costs that Onlimited may incur as a result of this premature termination.

5.3 Onlimited may dissolve the Agreement with immediate effect if the customer breaches the obligations inherent in this Agreement in an accountable and serious or repeated manner. Shortcomings in the customer’s payment obligation and obligation to cooperate shall be regarded as serious shortcomings. If the client still fails to fulfill his obligations towards Onlimited within 8 days after receipt of the written/e-mail notice of default by Onlimited, Onlimited shall be entitled to suspend its obligations or to terminate the agreement with immediate effect. Onlimited will inform the customer of this in writing or by e-mail. In addition to the payment of all services provided by Onlimited, the customer shall also be obliged to reimburse all costs related to this premature termination, including the loss of income of Onlimited.

6. Terms of Payment

6.1 The customer is obliged to pay the (partially) accepted invoices within 30 days of the invoice date, unless otherwise announced in writing by Onlimited, by bank transfer to Onlimited’s account number stated on the invoice.

6.2 Each payment will be charged on the oldest invoice and first on the interest and costs due.

6.3 All costs associated with the payment shall be borne by the customer.

6.4 In the event of non-payment after the due date, a late payment interest will be due in accordance with the applicable law.

6.5 If the object of this Agreement is a transfer of any form of ownership, the delivered products remain the exclusive property of Onlimited until the moment of full payment by the customer. The customer undertakes to inform third parties of this retention of title if necessary.

7. Complaints and Protests Against the Invoice

7.1 The customer must notify Onlimited of any complaint within 15 days after delivery of the service in writing or by e-mail. After the expiry of this period, the customer has definitively accepted the execution.

7.2 With regard to invoices, this period begins on the invoice date. In the absence of a timely protest, the invoice shall be deemed to have been definitively accepted by the customer.

7.3 The submission of complaints does not affect the payment obligation.

8. Liability

8.1 Onlimited’s liability is limited to any serious or repeated minor contractual and/or non-contractual shortcoming attributable to Onlimited that is caused by its managers, employees, or appointees in the performance of its obligations under this Agreement. Onlimited’s liability is in any case limited to the direct damage resulting from the shortcomings.

Onlimited is under no circumstances liable for any form of indirect damage as a result of the above shortcoming. Indirect damage is understood to mean at least the following damage: any form of consequential damage, loss of profits, financial or commercial losses, increase in general and operational costs, increased personnel costs, damage due to loss of clients, and similar damage. The aforementioned list has been compiled in a non-exhaustive manner. Onlimited is also not liable for any form of damage, destruction, or loss of data or documents.

8.2 In the event of force majeure or external cause, all obligations of Onlimited under this Agreement will be suspended in whole or in part for the duration of the situation. Force majeure is any situation in which an external cause, force majeure, or coincidence prevents Onlimited from fulfilling its obligations. This means that it must be an unforeseeable and unavoidable event, which is independent of the will of Onlimited, and which constitutes an insurmountable impediment to the fulfillment of the obligation or commitment. Onlimited is not liable for the consequences for the customer of force majeure, such as strikes, public unrest, administrative measures, and other unexpected events over which Onlimited has no control.

8.3 Onlimited’s liability is in any case limited to either the partial refund of the price paid by the customer or the re-performance of the services, at Onlimited’s discretion.

8.4 The total liability of Onlimited shall never exceed the price paid by the customer to Onlimited during the month preceding the claim for the services giving rise to the claim.

8.5 Onlimited does not accept any liability with regard to the services of third-party suppliers, other than the liability that these third parties are prepared to accept for their products or services.

8.6 The client agrees to indemnify and hold Onlimited, its officers, directors, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees and costs) arising out of or in connection with any claim or action brought against Onlimited or its affiliates as a result of the client’s use of the services provided by Onlimited, including but not limited to claims of intellectual property infringement, data breaches, or other legal issues. This indemnification obligation shall survive the termination or expiration of this Agreement.

9. Liability for Hardware and Software

9.1 Onlimited and its employees are not liable for shortcomings in the execution of the agreement resulting from the malfunctioning of a computer configuration (the whole of hardware and software), both due to external force majeure factors (power failure, lightning strike, etc.) and due to factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, as a result of which, among other things, unexpected loss of (even all) programs and/or data may occur).

9.2 The customer undertakes to install appropriate mechanisms for the security, storage, and repair of data.

10. Intellectual Property Rights

Unless specified otherwise in the special conditions on the invoice, the following agreements apply with regard to copyright:

10.1 Onlimited shall transfer all property rights to the copyrighted works created in the course of the execution of the assignment (hereinafter referred to as the ‘Work’) to the client as soon as the client has paid the invoice in full. This transfer is valid for the entire duration of the copyright and for the whole world.

The online marketing campaigns developed, implemented, and managed by Onlimited remain the property of the client at all times. The accounts that are created, necessary for the execution of the above activities, are in the name of the customer, unless otherwise agreed in writing or by e-mail. Onlimited will only be able to exercise a ‘management function’, as a result of which Onlimited has the right to perform all actions on these accounts that are necessary for the proper execution of the agreement. Examples are the accounts for Google Ads, Bing advertising, Google Analytics, etc.

10.2 With the transfer of copyrights to the Work specified in Article 10.1, the client acquires the right to exploit these property rights within the scope of its activity in the following manner:

(I) The right to reproduce the Work in an unlimited number of copies, by any technique and on any medium;

(II) The right to distribute and share the Work to the public by any technique, including cable, satellite, internet, and all forms of computer networks;

(III) The right to translate or have the Work translated into all languages;

(IV) The right to edit or change the Work, or to have it edited or changed, by any technique;

10.3 The fee for the transfer of the property rights defined above and for each of the exploitation methods listed above is included in the payment made for the execution of the assignment.

10.4 Onlimited shall obtain from the natural persons creating the Work the necessary rights so that Onlimited can comply with its obligations under this article towards the client.

10.5 The natural person who has created the Work shall retain the right to use the Work for their own promotion.

10.6 The intellectual property rights of Onlimited or the contractor on materials and Works that:

(I) existed prior to the start date (or improvements or derivatives of such pre-existing materials and works) or

(II) were developed independently of the assignment by Onlimited or the contractor, shall remain the property of Onlimited or the contractor, respectively, (unless the parties agree otherwise in writing).

11. Tools and Other Tools

11.1 In order to be able to measure, follow up, and monitor the performance and performance of the customer, Onlimited makes use of so-called tools, among other things. Most of these programs and packages are standard and paid. The costs are borne by Onlimited, unless otherwise agreed in writing with the customer. Onlimited provides an overview of these standard tools to the customer upon request.

11.2 If a specific (non-standard) tool or external service has to be used for the customer, Onlimited has the right to pass on the costs thereof to the customer.

11.3 Onlimited is not liable for the accuracy of the data resulting from the use of the tools. Onlimited will, where possible, verify these data and see if they correspond to reality.

12. Budgets

12.1 The advertising budgets required to finance online marketing campaigns are independent of the (usually monthly) fee that Onlimited charges its client for the design, construction, and management of campaigns and strategies.

12.2 The client is obliged to transfer the advertising budgets directly to the organizations through which the advertising is carried out. This is done by linking a (company) credit card of the customer to her account, or by means of a transfer of the budget to the organization that provides the advertising space. Onlimited is not liable for the (temporary) loss of money.

13. Obligation of Confidentiality

13.1 Onlimited and the customer undertake to keep the commercial and technical information, the trade secrets, and any other reasonably confidential information they receive from the other party confidential, even after termination of the agreement, and to use it only for the execution of the agreement.

13.2 All materials developed and/or made available by Onlimited can only be used for the previously communicated purposes and/or destinations. Unauthorized use, such as unauthorized transfer to third parties, shall therefore give rise to a new additional invoicing in the amount of the standard rate used, increased by a surcharge of 50%, for each identified violation separately. The customer is also responsible for any unauthorized use by third parties. The customer is obliged to contact Onlimited in advance in case of any ambiguities regarding an authorized or unauthorized use.

14. Processing of Personal Data

To the extent that the customer has access to or processes personal data (e.g., by registering orders or transactions), and Onlimited provides access to these, Onlimited only has the capacity of ‘actual processor’ who processes personal data on behalf of the data controller. In any case, the client retains the capacity of controller for the processing of personal data within the meaning of the applicable data protection laws. The customer declares to fully comply with the obligations incumbent on the data controller, as set out in these laws.

15. References

Onlimited has the right to include the strategy developed for the client in its reference portfolio, using the client’s current trademarks. Onlimited will not include or otherwise publish any of the customer’s business-sensitive data.

16. Applicable Law, Competent Court, and Other Provisions

16.1 Belgian law shall apply between Onlimited and the customer. All disputes, directly or indirectly related to the work or subjects under discussion, shall be subject to the courts of our registered office, which shall have exclusive jurisdiction. However, in the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations. If the dispute cannot be resolved through negotiations within 30 days, either party may refer the dispute to mediation in accordance with the mediation rules of the Federal Mediation Commission (Commission fédérale de médiation / Federale Bemiddelingscommissie). This provision supersedes all conflicting jurisdiction clauses.

16.2 The nullity or invalidity of a provision or part of a provision of these terms and conditions shall not affect the operation of the remaining provisions. The disputed provision is considered to be independent and not applicable. Onlimited has the privilege to replace the relevant provision by a valid provision of similar effect.

16.3 The rights and obligations of both parties are laid down exclusively in this Agreement. Deviations from and additions to this Agreement are only valid in so far as they have been made by mutual agreement between the parties and recorded in writing.

16.4 Onlimited may at any time transfer or outsource its rights or obligations under this Agreement to a subsidiary or a third party engaged for this purpose. Onlimited hereby guarantees that this third party will apply the same quality requirements in the further execution of the Agreement. This can be done without the consent of the customer and without giving rise to any compensation. The third party shall be fully responsible for the further execution of the Agreement.

17. Client Responsibilities

17.1 The client shall provide Onlimited with all necessary access to information, data, and personnel as required by Onlimited to perform the services. This includes, but is not limited to, timely feedback and approval, access to relevant systems, and provision of materials.

18. Non-Solicitation

18.1 The client agrees not to solicit, engage, or employ any employee or contractor of Onlimited during the term of this Agreement and for a period of 12 months thereafter without the prior written consent of Onlimited.

19. Data Protection and Privacy Compliance

19.1 Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR). Onlimited will take appropriate technical and organizational measures to protect personal data.