TERMS AND CONDITIONS

Article 1 - Application

The general terms and conditions apply to any performance by The Spotlight Agency on behalf of a client, unless otherwise agreed in writing and signed between The Spotlight Agency and the client, in which case the present general terms and conditions apply only insofar as they do not deviate from what is stipulated in that agreement.

Article 2. Offers and tenders - order confirmation

2.1. All offers and quotations by The Spotlight Agency are without obligation until acceptance by the customer. The agreement comes into effect when the customer signs the offer unchanged for approval within eight days or agrees to the offer by e-mail and returns it to The Spotlight Agency. Each order or order confirmation by the customer, binds the customer to the agreement. The agreement supersedes all previously concluded verbal and/or written agreements. 2.2 All changes in scope/functionalities during and/or after the project are carried out, on a directional basis at the hourly rate applicable at that time, unless otherwise agreed. 2.3 The price stated on the quotation is always exclusive of VAT. 2.4 Travel and relocation costs are always to be borne by the customer, unless expressly agreed otherwise.

Article 3 - Data and information

The Spotlight Agency is only obliged to (further) carry out the assignment if the client has provided the data and information requested by The Spotlight Agency. The client is obliged to inform The Spotlight Agency of the facts and circumstances that may be relevant to the performance of the assignment. The client guarantees the accuracy, completeness and reliability of the information and documents provided by or on behalf of the client to The Spotlight Agency.

Article 3. Cancellation of the order

3.1. Cancellation of an order by the customer is possible as long as The Spotlight Agency has not yet commenced its work and subject to payment of compensation of 30% of the agreed price.

Article 4 - Payment of invoices

Unless expressly provided otherwise, invoices due by the client for performance shall be paid no later than 14 days from the date of The Spotlight Agency's invoice.

Article 5 - Late payment

In the event of late payment, the client shall be liable to pay a default interest of 1% per month, without notice of default. Moreover, in such a case, the client shall be liable to pay liquidated damages of 15 % on the non-paid or late-paid invoice, with a minimum of EUR 69. This as compensation for the extrajudicial costs caused by the late payment.

Article 6 - Suspension of execution

In case of non-performance or non-timely performance by the client of its obligation(s), for example in case of non-timely provision of information or non-payment of invoices, The Spotlight Agency is entitled to suspend the performance of its obligations. If necessary, The Spotlight Agency shall notify the client in writing.

Article 7 - Disputes

To be valid, all disputes or complaints must be made known to The Spotlight Agency by registered letter with reasons within 15 days of the date of the invoices. Otherwise, it is assumed that client agrees with the invoiced services.

Article 8. Termination of the agreement

8.1. If the customer is guilty of a serious contractual default that the customer fails to remedy within 8 days of receipt of a registered letter of formal notice, The Spotlight Agency has the right to either suspend the contract until the customer has fulfilled its commitments or terminate the contract with immediate effect.

The non-payment of one or more invoices on their due date, will always be considered a serious contractual default.

8.2. Upon termination of the agreement, the customer shall pay for all services rendered by The Spotlight Agency, as well as the costs incurred by The Spotlight Agency as a result of such termination, plus liquidated damages of 30% of the amount that The Spotlight Agency could still have invoiced to the customer if the agreement had been fully executed. In any event, any advance paid remains vested in The Spotlight Agency. Moreover, The Spotlight Agency retains the right to claim higher damages if it proves that its actual damages suffered are greater than the flat-rate damages set out above. 8.3. Nevertheless, each party accepts to grant the other party a reasonable time to remedy its possible shortcomings, and to always seek an amicable settlement first.

Article 9– copyright and public use of the texts

The client may use all texts written by The Spotlight Agency for that in which agreed. The client may never share texts with others nor publish them on channels in which no agreement has been made. The client may not make any changes to texts written by The Spotlight Agency without the consent of The Spotlight Agency. The client may in no way copy, distribute to third parties or publish texts written by The Spotlight Agency without permission from The Spotlight Agency.

Article 10 - Applicable law and competent authorities

9.1. The general terms and conditions and the relations between The Spotlight Agency and the client are governed by Belgian law.

9.2. All possible disputes in connection with the relations between The Spotlight Agency and the client or with these general terms and conditions shall be settled exclusively before the courts of the judicial district of Turnhout and, to the extent applicable.