2. Validity, perusal and acceptance of the general terms and conditions

2.1. These general terms and conditions form part of and apply to all offers, quotations, order confirmations, invoices and agreements relating to the services and/or products of the limited liability company under Belgian law "LOUWERS MEDIAGROEP BVBA" and the limited liability company under Dutch law "LOUWERS MEDIA GROUP B.V." (hereinafter referred to collectively or separately as "LOUWERS MEDIA GROUP"), and this to the exclusion of any general or special terms and conditions of the customer.

2.2. By calling on LOUWERS MEDIAGROEP, the client declares to have knowledge of these general terms and conditions and to accept them. LOUWERS MEDIAGROEP aims to give the client sufficient opportunity to consult the general conditions and thus accept them. The client may freely consult the general conditions via the website or request a copy of them via e-mail to info@louwersmediagroep.be.

2.3. Any nullity or invalidity of one of these terms shall not result in the nullity of the other provisions or of the agreement. The invalid or void provision shall then be read as a valid provision, with a result as close as possible to the intended result of the invalid or void provision.

2.4. If LOUWERS MEDIAGROEP and the client enter into a separate written agreement, the provisions of the separate agreement shall take precedence over these general terms and conditions, insofar as this has been agreed to in writing and explicitly by LOUWERS MEDIAGROEP. These general terms and conditions shall then serve as supplementary law, where applicable.

3. Offer and conclusion of the agreement

3.1. The agreement is concluded by written or electronic signature of the offer or order form of LOUWERS MEDIAGROEP by the client, or by an explicit and unambiguous agreement of the client by e-mail, WhatsApp or any other communication channel with the offer of LOUWERS MEDIAGROEP.

3.2. LOUWERS MEDIAGROEP reserves the right to accept or refuse requests at its own discretion.

4. Execution of the order and modalities

4.1. LOUWERS MEDIAGROEP always makes its utmost efforts to ensure that the services and products it delivers comply with what has been agreed upon, the specifications mentioned in the offer, as well as the reasonable requirements of soundness and/or usability that the client may expect, and the legal obligations existing on the date of the formation of the agreement.

4.2. The client is expected to provide full cooperation. The client must provide LOUWERS MEDIAGROEP in a timely manner with all graphic and other physical and/or digital material necessary for LOUWERS MEDIAGROEP to proceed with the execution of the order.

4.3. The customer undertakes to always timely, i.e. within 48 hours (forty-eight hours) following a request from LOUWERS MEDIAGROEP, to provide all requested feedback and/or information and/or graphic and other physical and/or digital material necessary for the execution of the order. If the requested information, feedback, graphic and other physical and/or digital material is not provided on time, incompletely or incorrectly, LOUWERS MEDIAGROEP shall be entitled to suspend the execution of the agreement, to postpone it to a later date and/or to pass on the additional costs resulting from this to the client.

4.4. If the client does not comply with LOUWERS MEDIAGROEP's request regarding the delivery of the advertisement material, LOUWERS MEDIAGROEP shall be entitled to still invoice the order given for the relevant edition. The client will then be given the opportunity to have an advertisement placed in a later edition, provided this is done within a time frame of 12 (twelve) calendar months.

4.5. The client is responsible for the accuracy and completeness of provided materials, information, and data. In case of deviations in the provided materials, information, and data, the client bears all costs that may result from this.

4.6. The client acknowledges having free disposal of all the material handed over to LOUWERS MEDIAGROEP and undertakes to fully indemnify LOUWERS MEDIAGROEP in this respect against all possible third-party claims.

4.7. If the material made available by the client would be contrary to good morals, public order, advertising ethics, or in any way could cause damage to LOUWERS MEDIAGROEP, LOUWERS MEDIAGROEP is entitled to refuse the order without owing any compensation or damages to the client.

4.8. Regarding the services and processing of the materials provided by the client, LOUWERS MEDIAGROEP is only bound by an obligation of means.

4.9. The order, as agreed between LOUWERS MEDIAGROEP and the client, includes only what has been included in the accepted quotation and/or order form, and if applicable, the additional services or changes to the order that have been expressly and in writing confirmed by LOUWERS MEDIAGROEP at a later date.

Any performance not expressly stated as 'inclusive' in the offer, order form, agreement or written communication shall not form part of the original agreement between LOUWERS MEDIAGROEP and the customer. If these are still performed or delivered, they shall be regarded as additional works and will always be charged separately. Additional work shall be subject in full to these general terms and conditions.

4.10. The price mentioned in the quotation and/or order form does not take into account any layout costs (both for print and digital). These are costs that may be necessary to make the material provided by the client ready for printing or publication, such as the costs of typesetting, assembly, preparation of films or drawings, composition and translation, adding corrections to a word, key, making the provided material usable for online publication, etc. These layout costs will be additionally invoiced to the client based on the production rates applied by LOUWERS MEDIAGROEP.

4.11. Execution and delivery terms are provided for information purposes only and are therefore not binding on LOUWERS MEDIAGROEP, unless expressly agreed otherwise between parties. However, delays in execution or delivery can never give rise to penalties, compensation, or termination of the agreement or refusal to accept the products.

4.12. Physical products are always transported at the risk and expense of the customer. The delivery of physical products takes place at the LOUWERS MEDIAGROEP branch in Oostkamp (Belgium), unless agreed otherwise. From this moment on, the full risk of the goods passes to the customer.

5. Cancellation of the assignment

5.1. Any cancellation of the order by the client must be done in writing and is only valid after written confirmation by LOUWERS MEDIAGROEP.

5.2. In the event of cancellation by LOUWERS MEDIAGROEP before the start of the assignment, the customer shall owe fixed compensation in the amount of 50% (fifty per cent) of the total price agreed for the assignment, without prejudice to LOUWERS MEDIAGROEP's right to claim higher compensation.

5.3. In the event of cancellation during the execution of the order by LOUWERS MEDIAGROEP, the client must reimburse LOUWERS MEDIAGROEP for the services already rendered and/or costs already incurred in relation to the order, to be increased by fixed compensation amounting to 50% (fifty per cent) of the price agreed for the services or products not yet performed/delivered. This is without prejudice to LOUWERS MEDIAGROEP's right to claim higher compensation.

6. Quotes and price estimates

6.1. All price estimates and quotations are made with all reservations and are without obligation on the part of LOUWERS MEDIAGROEP. They apply exclusively to the client to whom the offer is addressed.

6.2. Quotations and price estimates shall only be valid for the time stated in the quotation. Unless expressly agreed otherwise, this is a term of 30 (thirty) days, counting from the day of shipment.

6.3. No rights can be derived from quotations or price estimates from the past for future orders.

7. Prices and payment modalities

7.1. Prices are always in euro and exclusive of VAT. VAT, delivery costs, and other additional costs are always shown separately and are entirely at the expense of the client.

7.2. LOUWERS MEDIAGROEP reserves the right to request advance payments.

7.3. Invoices should always be paid within a term of 30 (thirty) days, counting from the day after their sending by e-mail, unless otherwise agreed in writing by the parties. Unless otherwise agreed, invoices shall be paid by bank transfer in accordance with the payment details specified on the invoice.

7.4. If the payment term is exceeded, for whatever reason, LOUWERS MEDIAGROEP may initiate collection proceedings, whether or not through an external party to whom it transfers the necessary customer data for this purpose. The client shall in any case remain liable for full compensation of the extrajudicial and/or judicial collection costs.

7.5. This article section applies to customers in Belgium. In case of late payment, the amounts due will be increased, ipso jure and without notice of default, by an interest, this being the interest at the reference interest rate increased by eight percentage points and rounded up to the higher half percentage point. In addition, the amounts due but not paid on the due date will be increased ipso jure and without notice of default by a fixed compensation of 10% (ten per cent) of the amount still due, with a minimum of €40 (forty euros), without prejudice to LOUWERS MEDIAGROEP's right to reasonable compensation for all other collection costs that exceed this fixed amount and which have arisen due to the late payment.

7.5. This article section applies to customers in the Netherlands. In the event of late payment, the amounts due shall, by operation of law and without notice of default, be increased by the statutory commercial interest from the due date until the day of full payment. The client shall also be obliged to pay all judicial and extrajudicial costs reasonably incurred by LOUWERS MEDIAGROEP for the collection of the claim. The extrajudicial costs are at least 15% (fifteen per cent) of the amount due, with a minimum of €40 (forty euros), without prejudice to LOUWERS MEDIAGROEP's right to higher compensation for the costs actually incurred.

7.6. In case of non-payment of an invoice on the due date, all outstanding invoices become immediately and fully due.

7.7. In the event of non-payment of an invoice, LOUWERS MEDIAGROEP reserves the right, without any notice of default or judicial intervention, to suspend further deliveries and/or performances or to regard the agreement as dissolved, without prejudice to its claim for compensation.

7.8. In the event of a dispute of the invoice by LOUWERS MEDIAGROEP, the customer must protest the invoices by means of a registered letter within the 8 (eight) calendar days after its receipt, under penalty of forfeiture.

7.9. Debt set-off is expressly excluded.

8. Warranty on delivered products

8.1. LOUWERS MEDIAGROEP warrants that the delivered products conform to the order placed and meet the normal expectations that the client may have. The client must always check delivered products upon delivery. Visible defects must be reported immediately in writing and with reasons to LOUWERS MEDIAGROEP by the client. In the absence of written notification, the delivery is considered to be in conformity.

8.2. Any hidden defects must be reported by the customer to LOUWERS MEDIAGROEP in writing, stating reasons, immediately after their discovery and at the latest within a term 3 (three) months after delivery of the goods. Subsequent complaints will not be accepted.

8.3. A complaint does not give the client the right to suspend his payment obligations.

8.4. After notification by the customer in accordance with Articles 8.1 or 8.2, LOUWERS MEDIAGROEP shall, at its discretion, be entitled to replace or re-execute the defective products or services or issue a credit note to the value of the relevant invoice.

9. Intellectual property rights

9.1. After full payment of the invoices, the client acquires all intellectual property rights on what LOUWERS MEDIAGROEP has created for their order. Depending on the subject of the order, this may include rights such as granted by copyright, design rights, and other applicable (intellectual) property rights.

9.2. The above-mentioned transfer of property rights never extends to concepts, techniques, specific skills, methodologies, working methods, pre-programmed routines or procedures, and technologies that form part of LOUWERS MEDIAGROEP's know-how. These always remain fully owned by LOUWERS MEDIAGROEP.

9.3. All materials created and/or made available by LOUWERS MEDIAGROEP may only be used for the purposes and/or destinations communicated in advance. Unauthorised use shall consequently give rise to compensation for LOUWERS MEDIAGROEP in the amount of the invoice amount plus a surcharge of 50%, separately for each violation identified.

9.4. The client is responsible for any established unauthorized use by third parties.

9.5. The customer accepts that LOUWERS MEDIAGROEP may at any time refer to his/her company and/or trade name by way of references and reviews, unless expressly agreed otherwise.

10. Retention of title

10.1. LOUWERS MEDIAGROEP remains the full owner of the delivered products, materials, and/or creations falling under intellectual property rights until the moment of full payment of the prices charged by it, possible interest, compensation, and costs.

10.2. The client is not authorized to alienate, modify, pledge, or in any other way encumber the goods, materials, and/or creations falling under intellectual property rights under the retention of title.

11. Force majeure and liability

11.1. LOUWERS MEDIAGROEP may suspend its obligations arising from this agreement if it cannot fulfill its obligations due to temporary force majeure. Under force majeure, in these general terms and conditions, is understood, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, over which LOUWERS MEDIAGROEP has no influence, but which prevent LOUWERS MEDIAGROEP from fulfilling its obligations. This includes in any case, but is not limited to: fire, accident, faulty or delayed delivery by third parties, strike, riot, war, government measures, and transport impediments. In that case, LOUWERS MEDIAGROEP is only obliged to execute the order, or to perform the other obligations, as soon as this is reasonably possible.

If the execution of the order has become impossible, then LOUWERS MEDIAGROEP has the right to consider the agreement as terminated and the client has the right to reimbursement of amounts already paid to LOUWERS MEDIAGROEP for services or products that have not yet been delivered, without additional compensation.

11.2. If, at the time of the occurrence of the force majeure situation, LOUWERS MEDIAGROEP has already partially fulfilled its obligations or can only partially fulfill its obligations, it is entitled to invoice the already executed work/already delivered products separately and the client is obliged to pay this invoice.

11.3. The liability of LOUWERS MEDIAGROEP is always limited to direct damage and can only be invoked insofar as it would be the result of its intent, its gross negligence, or, except in cases of force majeure or unforeseen circumstances, for the non-performance of an obligation that constitutes one of the essential obligations of the agreement. LOUWERS MEDIAGROEP is never liable for or obliged to compensate immaterial, indirect, or consequential damage, including (but not limited to) loss of profit, loss of turnover, loss of income, production restrictions, administrative or personnel costs, an increase in general costs, loss of clientele, or claims from third parties.

This provision and other provisions in these general terms and conditions that contain a limitation of liability are applicable both contractually and non-contractually, and apply for the benefit of LOUWERS MEDIAGROEP, its personnel, and directors.

11.4. Subject to contrary provisions of mandatory law, LOUWERS MEDIAGROEP, its personnel, and directors cannot be held (directly) non-contractually liable.

11.5. The full liability of LOUWERS MEDIAGROEP shall at all times be limited to a maximum of the amount paid in this respect by LOUWERS MEDIAGROEP's liability insurer. If there is no intervention of an insurer, the liability of LOUWERS MEDIAGROEP shall be limited to a maximum of the amount of the total remuneration due to LOUWERS MEDIAGROEP for the execution of the assignment.

11.6. Insofar as LOUWERS MEDIAGROEP depends on the cooperation, services and supplies of third parties in the performance of its undertakings, it shall not be liable for any damage arising from their fault (for example, but not limited to, errors in delivery, late delivery or performance).

11.7 LOUWERS MEDIAGROEP may always rely on the fact that the information provided by the client is correct and complete. If the liability of LOUWERS MEDIAGROEP is compromised due to incorrect and/or incomplete information provided by the client, the client must take all necessary measures to indemnify LOUWERS MEDIAGROEP against any liability and/or damage it may incur as a result.

11.8. LOUWERS MEDIAGROEP is not liable for any consequences, costs or damages (compensation) that may arise from the submission of non-copyright-free photographs, images or other materials by the client. The client is fully responsible for all consequences, costs and any damages (compensations) arising from this. The client shall fully indemnify LOUWERS MEDIAGROEP against any liability and/or damages it may incur as a result.

11.9. If either party fails to perform the contract, only partially or incorrectly, the party who has suffered damage shall notify the other party in writing within the 14 (fourteen) calendar days giving reasons and an estimate of the damage suffered. Under no circumstances does this release the customer from the obligation to pay invoices not directly related to the damage.

11.10. Following a notice of default from the client, LOUWERS MEDIAGROEP always has the right to remedy the shortcoming.

12. Processing of personal data

12.1. LOUWERS MEDIAGROEP and/or its appointee(s) collect and process the personal data received from the customer for the purpose of executing the agreement, fulfilling orders, handling complaints, invoice collection, promotional or informational communication, customer management, accounting and direct marketing activities in accordance with the General Data Protection Regulation (AVG/GDPR) and the relevant national legislation on the subject (in Belgium: the Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data; in the Netherlands: the Uitvoeringswet Algemene Verordening Gegevensbescherming). The legal grounds are performance of the agreement, consent, fulfilment of legal and regulatory obligations and/or legitimate interest. Want to know more? Read the privacy policy on the website.

13. Disputes and applicable law

13.1. In case of disputes arising from or related to these general terms and conditions, the validity, execution, or interpretation of the agreement or the service provision, the parties will strive for an amicable solution.

13.2. This article section applies to customers of Louwers Mediagroep BVBA in Belgium.
The Belgian law shall apply exclusively to disputes relating to these general terms and conditions, the validity, performance or interpretation of the agreement or the service, which cannot be resolved amicably. In the event of legal disputes, the Belgian courts of Ghent, Bruges division, excluding competent.

13.2. This article section applies to customers of Louwers Mediagroep B.V. in the Netherlands.
The Dutch law shall apply exclusively to disputes relating to these general terms and conditions, the validity, performance or interpretation of the agreement or the service, which cannot be resolved amicably. In the event of legal disputes, the Limburg District Court, sitting in Roermond, exclusive jurisdiction.