General
These general terms and conditions describe the terms under which BV HYBRID MEDIA, registered with the Kruispuntbank der Ondernemingen under number 0844.373.320, with its registered office located at Rijnkaai 100, Unit B12, 2000 Antwerp, offers its services (digital marketing, web design and development, digital project management) through a Team-As-A-Service model or a clearly defined project, unless explicitly deviated from in the special conditions of the quotation.
These general terms and conditions primarily focus on the Team-As-A-Service model (e.g., marketing campaigns consisting of data analysis, strategy development, and execution). The terms specific to clearly defined projects (e.g., building websites and landing pages) are detailed under a separate subtitle (“Clearly Defined Project”), which takes precedence over the other provisions of the general terms and conditions in the case of clearly defined projects.
To deliver its services and form suitable teams, Hybrid Media attracts talented professionals who are further trained and developed by Hybrid Media. Continuous investment is made in the professional and personal development of these individuals, based on long-term collaboration, to provide high-quality services and consistently meet the needs of its clients.
In the absence of a specific, contrary written agreement, all services provided by Hybrid Media are carried out under the terms and conditions described below. By accepting a quotation from Hybrid Media or placing an order with Hybrid Media, the client confirms that they have received and unreservedly accept these general terms and conditions. The term “client” refers to the individual or company placing the order with Hybrid Media. The client’s general terms and conditions are explicitly excluded unless expressly agreed upon in writing beforehand.
Quotations and Orders
In the event of unforeseen circumstances at the time the quotation was prepared (e.g., unexpected increases in the costs of goods or services) that disrupt the economic basis of the quotation, both parties will make reasonable efforts in good faith to reach an amended agreement that maintains the balance between the parties and can be executed without disproportionately disadvantaging either party.
The price stated in the quotation is subject to periodic (annual) adjustments based on:
- Team seniority levels,
- Rate card adjustments: (i) based on the following objective parameters: increasing labor costs/subcontractor costs and overhead costs, but (ii) limited to 80% of the price,
- Team composition.
Each price adjustment will be discussed with the client no later than three (3) months before the end of the calendar year, taking into account the client’s preferences regarding team composition. The adjusted price will be contractually recorded or deemed irrevocably accepted from the first unconditional payment thereof.
Additional rate adjustments may be agreed upon in good faith and in writing between the parties.
The amounts stated in quotations are exclusive of VAT, legal taxes, and charges, which are always borne by the client.
Quotations are valid for thirty (30) days from the date of issuance.
The prices in the quotation assume that the location, facilities, and catering for brainstorming sessions and workshops are provided by the client.
Unless explicitly provided otherwise, travel and accommodation costs are not included in the agreed price and will be charged separately if applicable.
Any individual or company placing an order with the request to invoice a third party remains personally responsible for payment, even if Hybrid Media agrees to this method of payment.
All information provided in or related to a quotation by or on behalf of Hybrid Media remains the property of Hybrid Media and must be returned immediately upon request or destroyed. This information is confidential and may only be used by the recipient to establish an agreement with Hybrid Media and may only be reproduced for that purpose. Any other use, including disclosure or forwarding to third parties, is prohibited.
Payment
Unless otherwise agreed in writing, Hybrid Media has the right to invoice services rendered at the end of each month.
Unless otherwise agreed in writing, invoices must be paid via bank transfer to Hybrid Media within thirty (30) calendar days. Bank or other fees associated with payment of the invoice are the responsibility of the client.
An invoice cannot be refused due to the absence of an internal order number from the client.
Failure to pay by the due date will result in interest of 1% per month on the outstanding amount, effective from the due date of the invoice, without the need for a formal notice of default. Each commenced month is considered a full month.
If payment is not made within fifteen (15) days after a registered reminder is sent, the client is additionally required to pay a compensation fee, conventionally set at 10% of the outstanding amount, with a minimum of €150.
If a single invoice is not paid by the due date, Hybrid Media reserves the right to demand immediate payment of all services provided and goods produced at that time and to suspend its commitments until full payment is received.
Failure to pay a single invoice on time results in the automatic cancellation of any discounts granted in that unpaid invoice and all other future invoices yet to be issued.
Duration
The agreement is entered into for an indefinite duration.
The agreement can only be terminated by registered letter, observing a notice period starting on the first day of the month following the month in which notice is given. Notice can only be given after the agreement has commenced. The notice period is three (3) months for the first year and increases by one (1) month per additional year, up to a maximum of six (6) months, except for Linkbuilding, where the notice period remains three months. Any additional services will be invoiced on the termination date of the agreement.
If the client terminates the agreement without observing the notice period, the client must compensate Hybrid Media for damages amounting to at least 50% of the annual fee (in addition to compensation for services and goods already delivered).
Early Termination
The agreement may be terminated early at any time by mutual consent between the parties.
The parties may terminate the agreement immediately, without prior notice, without legal intervention, without being liable for any form of compensation, and without observing the notice period, in the event of gross misconduct by the other party. Termination must be effected through a registered letter addressed to the other party. Gross misconduct includes, but is not limited to:
- A severe and/or intentional error, gross negligence, fraud, deceit, dishonest or criminal behavior by the other party, whether or not related to the execution of this agreement. This includes, but is not limited to, the deliberate non-performance of the agreement with the intent to cause harm and any professional error that makes further cooperation between the parties definitively and immediately impossible.
- If the other party becomes involved in bankruptcy proceedings or becomes insolvent.
- If the other party fails to comply with the terms of the agreement and does not remedy the breach within five (5) working days (excluding Saturdays, Sundays, or Belgian public holidays) following a formal notice of default sent by registered mail and email. The notice of default must explicitly reference the intent to terminate the agreement under this clause if the breach is not remedied.
The possibility of unilateral early termination does not negate the obligation of the breaching party to compensate the terminating party for damages, amounting to at least 50% (fifty percent) of the annual fee (in addition to compensation for services and goods already delivered).
Quality
The client must provide all necessary materials required for the assignment to Hybrid Media in a timely and cost-free manner. Hybrid Media cannot be held liable for the quality of the final deliverables if the quality of materials supplied by the client (e.g., photos or digital files) is inadequate or does not meet the requested specifications. The client indemnifies Hybrid Media against any possible claims (e.g., intellectual property rights violations) resulting from the use of materials supplied by the client.
Hybrid Media will correct any spelling, linguistic, or grammatical errors identified by the client to the best of its ability but is not liable for any errors not indicated by the client.
Hybrid Media is only obliged to provide a best-efforts obligation in the execution of this agreement and not a results obligation.
For hosting services (e.g., websites, webshops, platforms), Hybrid Media cannot be held responsible for interruptions, errors, or data loss caused by third parties.
Storage
Unless otherwise agreed in writing, Hybrid Media is not obliged to store files, designs, or other materials belonging to the client.
Hybrid Media is not liable for damage or loss of the client’s property in its possession, except in cases of intent or gross negligence by Hybrid Media.
Acceptance and Liability
Under penalty of forfeiture, any complaint must be submitted via registered mail within fourteen (14) calendar days of receipt of the goods or services. If no complaint is received within this period, the delivered goods and services are deemed fully, irrevocably, and entirely accepted by the client.
If a written acceptance test for software has been agreed upon, the testing period is fourteen (14) days following delivery. The content and specifications of the acceptance test will be determined by mutual agreement between the parties. The software is considered accepted:
(i) upon delivery if no agreement regarding the acceptance test was reached before delivery,
(ii) on the first day after the testing period if a written acceptance test was agreed upon and Hybrid Media does not receive a detailed error report from the client during the testing period or if the errors are resolved before the end of the testing period, or
(iii) if the client uses the software for productive or operational purposes.
If errors are identified during the agreed acceptance test, the client must inform Hybrid Media in writing with detailed information as soon as possible during the testing period. In such a case, the testing period will be suspended until the software is adjusted to resolve the errors (if present). Hybrid Media is not liable for errors caused by the client’s or third parties’ software, data, or hardware.
For one month after the software delivery, Hybrid Media will make the necessary adjustments to ensure compatibility with the browsers specified in the quotation. The client must provide reasonable cooperation for this purpose.
Except in cases of intent or gross negligence, Hybrid Media’s liability under this agreement is limited to refunding the price received for the non-compliant part of the assignment or the insured amount. Hybrid Media is explicitly excluded from liability for indirect or unforeseeable damages (e.g., lost profits or data loss).
If Hybrid Media is temporarily or permanently unable to fulfill its obligations due to unforeseen circumstances and/or force majeure, Hybrid Media will be respectively temporarily or permanently released from these obligations and cannot be held liable for any damages caused by this non-fulfillment. The terms “unforeseen circumstances” and “force majeure” are interpreted in accordance with prevailing civil law conditions.
Clearly Defined Projects
If Hybrid Media provides its services not under a Team-As-A-Service model but under a clearly defined project, the modalities outlined in this section apply. In the case of a clearly defined project, these terms take precedence over any conflicting provisions in the general terms and conditions.
The client is solely responsible for providing a detailed description of the assignment. Hybrid Media cannot be obligated to perform tasks beyond those explicitly described in the accepted quotation.
If a quotation is prepared based on information provided by the client, Hybrid Media may assume the accuracy and completeness of this information. If it later appears that the information was incorrect or incomplete, Hybrid Media reserves the right to adjust the prices listed in the quotation to align with the correct and complete information.
Any changes to the goods or services described in the quotation that result in additional work or costs beyond what Hybrid Media could reasonably have anticipated at the time of the quotation are subject to a price increase. Hybrid Media will cooperate within reasonable limits with such changes, provided that the scope of the goods and/or services to be delivered does not fundamentally differ from the original agreement, with the additional costs charged accordingly.
Unless explicitly agreed otherwise in writing, delivery deadlines are indicative. A delivery made after the specified deadline cannot be refused by the client or serve as grounds for any compensation claims.
The agreed delivery deadlines commence on the first working day after the client provides Hybrid Media with the materials, information, and data necessary for the assignment. If Hybrid Media is requested by the client to perform the assignment within a shorter time frame than agreed upon or customary, and this incurs additional costs, these will be borne by the client.
The agreed delivery deadline will be extended by a period equal to the delay caused by the client in providing the necessary information, data, and other materials. Materials (digital or otherwise) that do not meet the required specifications may result in delays and additional costs.
Hybrid Media reserves the right to reschedule workshop and brainstorming session dates up to two (2) days prior to the planned date.
Clearly defined projects are always carried out at a fixed price, as specified in the quotation.
Assignments entered into for a specific duration or task will end once the work is completed or the specified duration has expired.
Cancellation must be communicated to Hybrid Media in writing.
If the client cancels more than one month before the start of the agreement’s execution, cancellation fees equal to 50% (fifty percent) of the total quotation amount will apply and must be paid immediately to Hybrid Media. This does not affect the right to claim actual damages incurred.
If the agreement is terminated less than one month before the start or during its execution, the full contractually agreed fee remains payable.
Intellectual Property
The client declares and confirms that they acquire only the economic rights pertaining to the work specifically developed or commissioned by Hybrid Media for the client under the agreement, and only upon full payment of the fees specified in the quotation. These transferred economic rights do not include the general knowledge within Hybrid Media, including but not limited to the procedures, methods, and know-how employed.
If Hybrid Media (i) uses pre-existing works in the context of this agreement, or (ii) acquires works (through development, licensing, or transfer) that are not specifically created or acquired for the execution of this agreement, Hybrid Media retains the rights associated with these works (e.g., reproduction rights). Such works are not included in the transfer of rights mentioned above. However, Hybrid Media will provide usage rights for these non-transferred works if their use is required to utilize the transferred works.
The client may obtain additional rights only through a written agreement that governs the transfer of such rights or the granting of a broader license.
Non-Solicitation Clause
During the term of the agreement, as well as for a period of 24 (twenty-four) months thereafter, the client is prohibited from:
- Proactively contacting employees or subcontractors of Hybrid Media, or
- Encouraging, persuading, or stimulating employees or subcontractors of Hybrid Media to terminate their relationship with their employer or contractor, or
- Directly or indirectly employing (as an employee, independent contractor, or through subcontracting) employees or subcontractors of Hybrid Media, regardless of whether the relationship still exists or was terminated during or after the term of the agreement.
In the event of a violation of this clause, the client will owe Hybrid Media a fixed compensation of €50,000 (fifty thousand euros) per violation, plus an additional €500 (five hundred euros) for each day the violation continues.
This clause does not affect Hybrid Media’s right to claim higher compensation if it can demonstrate that the actual damages exceed the fixed compensation, nor its right to seek cessation of the prohibited activities.
For the purposes of this clause, employees and subcontractors include not only employees and subcontractors of Hybrid Media but also those of other entities under NV Wildstream Ventures, including BV Expert Network, registered with the Crossroads Bank for Enterprises under number 0844.412.813.
Confidentiality
The parties agree not to disclose or share any confidential business, trade, or other information or documents obtained within the context of the agreement, either directly or indirectly, to third parties or use such information for their own purposes without the prior express written consent of the other party. All received information must be treated as strictly confidential.
The parties shall only share the received confidential information within their organization with individuals who need access to such information to perform tasks under the agreement and who are bound by similar confidentiality obligations.
In the event of any disclosure or misuse of this information, whether through negligence, error, or intentional act, the other party must be immediately informed and assistance provided to recover the information and prevent and neutralize its use in violation of this agreement.
The parties agree to return or destroy all documents or writings, including any copies made, upon the first request of the party that provided them. Only one copy may be retained for legal obligations, defense in potential future disputes, or routine backup purposes.
Confidentiality does not apply to information that:
(i) was publicly available at the time it was disclosed for reasons unrelated to any action or behavior of the receiving party,
(ii) was already legally in the possession of the receiving party, provided it was not subject to another confidentiality obligation,
(iii) is made available on a non-confidential basis by another source, provided that source is not bound by a confidentiality agreement, or
(iv) is independently developed without reliance on confidential information.
This confidentiality obligation remains in effect for three (3) years after the termination of the agreement.
Privacy
Hybrid Media processes personal data as part of its activities. Personal data is defined as any information related to an identified or identifiable person.
Given that Hybrid Media values and respects the privacy and security of personal data, such data is processed strictly in accordance with:
(i) Regulation (EU) 2016/679 of the European Parliament and the Council of April 27, 2016, concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data (known as the General Data Protection Regulation, GDPR), as well as
(ii) all applicable national regulations.
Hybrid Media collects personal data through agreements entered into by the data subject, either directly or indirectly, or through voluntary provision by the data subject. The personal data collected by Hybrid Media consists of personal identification data. Such data is collected and processed by the parties to fulfill the agreements they have entered into. The provision of personal data is a necessary condition for entering into an agreement.
Access to the personal data of the data subject within Hybrid Media is restricted to employees who require access as part of their responsibilities. These employees are bound by strict internal rules regarding data processing. When Hybrid Media engages external parties to process personal data, it only employs parties that provide sufficient guarantees to ensure compliance with legal requirements and the protection of the data subject’s rights. The data may be shared with the following categories of recipients: IT suppliers, external accountants, freelance service providers, and managers.
For further details, Hybrid Media refers to its privacy policy, of which the client acknowledges receipt and understanding. The policy provides the data subject with transparent information about:
(i) the data controller,
(ii) the purposes for processing their data,
(iii) the retention period,
(iv) their rights regarding the data processing, and
(v) Hybrid Media’s obligations concerning the data processing.
Hybrid Media acts not only as a data controller but also as a processor. As a processor, Hybrid Media processes personal data on behalf of the client (who acts as the data controller or processor) for purposes such as direct marketing. This processing is necessary to fulfill the agreement and is limited to the duration of the collaboration. In such cases, Hybrid Media will process the data in accordance with the written instructions provided by the client, unless legally required to do otherwise.
The personal data processed includes identification data.
The data subjects whose information is processed are the client’s customers and prospects.
The data is processed in compliance with all applicable regulations, including but not limited to the GDPR.
Hybrid Media does not engage additional processors without the prior specific or general written consent of the client. Under this agreement, Hybrid Media has general written permission to subcontract services to third parties. Hybrid Media will notify the client of new processors before granting them permission to process personal data. The client has the right to object to new processors and must notify Hybrid Media of their objection via email within 30 days of the notification. When Hybrid Media engages another processor to perform specific processing activities on behalf of the client, the same data protection obligations outlined in this agreement are imposed on the sub-processor through a contract or other legal act under Union or member state law.
Hybrid Media ensures the implementation of appropriate technical and organizational measures to ensure that personal data processing complies with GDPR requirements and protects the rights of the data subject.
Furthermore, Hybrid Media will, considering the nature of the processing, assist the client by implementing appropriate technical and organizational measures to:
(i) respond to data subjects’ rights,
(ii) secure the processing,
(iii) report data breaches,
(iv) communicate breaches, and
(v) conduct data protection impact assessments and prior consultations.
Hybrid Media guarantees that authorized individuals involved in processing personal data are committed to confidentiality or are under a suitable legal obligation of confidentiality.
Upon completion of the processing services, Hybrid Media, at the client’s discretion, will delete all personal data or return it to the client and erase existing copies unless retention of the data is required under Union or member state law.
Hybrid Media will promptly notify the client of any breach concerning personal data processed on behalf of the client, no later than 24 hours after becoming aware of the breach.
Additionally, Hybrid Media will provide all necessary information to demonstrate compliance with the obligations set out in this article and will facilitate and contribute to audits, including inspections, conducted by the client or an authorized representative.