General terms and conditions of sale

Preamble

These general terms and conditions of sale (hereinafter the "GTC") govern all commercial relations between:

PIERRE OSTREGA SRL, a private limited liability company incorporated under Belgian law, with its registered office at Avenue de la Vecquée 40, 5000 Namur (Belgium), registered with the Crossroads Bank for Enterprises under number BE 0769.289.875, trading under the commercial name "OSTREGA", reachable at hello@ostrega.be and +32 497 13 04 76(hereinafter the "Provider"),

and any natural or legal person using its services (hereinafter the "Client").

Any order, signed quote or payment implies the Client's full and unreserved acceptance of these GTC. They prevail over any other terms issued by the Client, unless expressly agreed otherwise in writing by the Provider.

Article 1 — Purpose

The Provider is an art direction and web experiences studio. It offers:

• advisory and diagnostic services;
• the design of brand identities, websites and web experiences, delivered as a one-off engagement (hereinafter the "Project");
• optional ongoing support (hereinafter the "Retainer"), offered on a case-by-case basis.

No recurring plan is imposed: the Retainer is optional, defined project by project, with its own scope and price, and is the subject of a separate quote. These GTC constitute the contractual basis of the relationship between the parties.

The Provider's services are intended exclusively for professionals. By accepting a quote, the Client declares that it acts for professional purposes — in the course of its commercial, industrial, craft or professional activity — and not as a consumer.

Article 2 — Quote and order

2.1. Every engagement is the subject of a detailed quote issued by the Provider, stating the nature of the services, the scope, the price, the timeline and the payment terms. The quote is valid for thirty (30) days from its issue, unless stated otherwise.

2.2.The order is firm and final subject to the twofold condition of (i) the Client returning the quote accepted with the words "agreed" and (ii) payment of the deposit provided for in Article 5.

2.3. Any request exceeding the agreed written scope constitutes a new engagement: it is the subject of an addendum or an additional quote, which may lead to a revision of the price and timeline.

Article 3 — Nature of the services

3.1. Diagnostic. A one-off audit service (recorded critique and a direction note), billed at the rate in force (€490 excl. VAT at the date hereof). If a Project is signed within thirty (30) days, its amount is deducted 100% from the price of the Project.

3.2. Project. Design delivered as a single one-off engagement (art direction, identity, website or web experience, development, launch). The exact scope is defined in the quote. Unless stated otherwise, two (2) rounds of revisions are included. A round of revisions means a single consolidated set of feedback, sent in one go; feedback sent piecemeal (several successive messages) counts as separate rounds. Any additional revision is the subject of a further quote. Ownership of the website and of the bespoke deliverables is transferred to the Client upon full payment, in accordance with Article 7.

3.3. Retainer.Optional ongoing support covering the upkeep, evolution and growth of the online presence (content editing, publishing, motion, distribution, technical monitoring, periodic reviews). Its content, limits and price are specific to each relationship and defined in the quote. Where a Retainer includes hosting management, this covers technical monitoring and maintenance; the cost of the hosting itself remains the Client's responsibility (Article 8). It is entered into for an initial period of twelve (12) months, then renewed monthly with no commitment, under the conditions of Article 12.

3.4. One-off work outside the Retainer. This may take the form of a prepaid block of hours, whose volume, price and validity period (six months) are set out in the quote. Failing that, an hourly rate stated in the quote may apply on a residual basis.

3.5. Post-delivery changes. Outside a subscribed Retainer, no obligation to purchase or recurring commitment is imposed on the Client: any subsequent work is offered under a separate quote, on a one-off basis.

Article 4 — Timelines and delivery

4.1. The timelines stated in the quote are given for guidance only and run from (i) acceptance of the quote, (ii) receipt of the deposit, and (iii) receipt by the Provider of all the necessary materials (copy, images, technical access, approvals).

4.2. Any delay attributable to the Client (late materials, lack of approval, repeated changes) automatically suspends the timelines, without indemnity or penalty.

4.3. Delivery takes place by making the work available online. The Client has seven (7) days to submit reasoned observations; failing that, the service is deemed accepted without reservation.

Article 5 — Price and payment terms

5.1. Prices are expressed in euros (€) and exclusive of tax. VAT at the legal rate in force (21% in Belgium at the date hereof) is added to the price excl. VAT and shown separately on the invoice.

5.2. Unless stated otherwise, a deposit of forty per cent (40%) of the Project amount is due on order and payable before any work begins. This deposit is non-refundable: it pays for reserving the production slot and launching the engagement.

5.3. The balance may be spread (for example over several monthly instalments) according to the terms of the quote. Each invoice is payable within eight (8) days of issue. In accordance with Article 53, §2bis of the VAT Code, B2B invoices are issued in structured electronic format and sent via the Peppol network. Accepted payment methods: bank transfer and Bancontact.

5.4. The Retainer is invoiced monthly, in advance.

5.5. Late payment. In accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, any amount unpaid at maturity will automatically bear, without prior notice, late-payment interest at the legal commercial rate, together with fixed compensation of ten per cent (10%) of the unpaid amount, with a minimum of fifty euros (€50), without prejudice to compensation for actual damage suffered.

5.6.In the event of a delay exceeding thirty (30) days, the Provider reserves the right to suspend any ongoing service and to terminate the contract through the Client's fault, without prejudice to the sums still due.

Article 6 — Client's obligations

The Client undertakes to:

• provide, within the agreed timelines, all the materials, content, technical access and approvals needed to carry out the engagement;
• warrant that it holds all rights (intellectual property, image rights, trademarks) over the materials supplied, and hold the Provider harmless from any third-party claim in this respect;
• cooperate actively, appoint a single point of contact and provide feedback within reasonable timelines;
• pay the sums due on the agreed dates.

Article 7 — Intellectual property

7.1. The deliverables are protected by copyright. The Provider retains ownership of all intellectual property rights until the price is paid in full.

7.2. Upon full payment of the balance, ownership of the website and the economic rights in the bespoke deliverables are transferred to the Client for its own commercial use. This transfer does not cover third-party elements (fonts, stock photography, plugins, open-source frameworks), which remain subject to their respective licences, nor the underlying elements (generic code, methods, know-how) that the Provider remains free to reuse.

7.3. Right of citation.The Provider reserves the right to mention the completed work for portfolio and communication purposes (project presentation, screenshots, mention of the Client's name), unless the Client requests otherwise in writing.

Article 8 — Hosting and technical third parties

8.1. Unless stated otherwise, site hosting, the domain name and third-party services (payment gateways, email services, external platforms) are contracted in the name and on behalf of the Client, who bears the costs and remains solely responsible for them.

8.2. The Provider cannot be held liable for service interruptions, data loss or failures attributable to third-party providers.

Article 9 — Personal data protection (GDPR)

9.1.The Provider processes the Client's personal data (identification, invoicing) strictly for the performance of the contract, in accordance with Regulation (EU) 2016/679 (GDPR) and the Belgian Act of 30 July 2018.

9.2. Where the Provider processes personal data on behalf of the Client (e.g. via a form or a module developed for it), the parties conclude a processing agreement within the meaning of Article 28 GDPR.

9.3. The processing of site visitors' data is detailed in the privacy policy.

Article 10 — Confidentiality

The parties mutually undertake to treat as confidential all information exchanged in the course of the engagement, except for information that is publicly available or whose disclosure is required by law. This obligation continues for two (2) years after the end of the contractual relationship.

Article 11 — Liability

11.1. The Provider is bound by an obligation of means. Its liability can only be engaged in the event of proven fault.

11.2.The Provider's total liability, on all counts combined, is expressly limited to the amount excluding tax actually paid by the Client for the engagement concerned during the twelve (12) months preceding the triggering event.

11.3. The Provider can in no event be held liable for indirect damage (loss of clientele, loss of revenue, loss of data, reputational harm).

11.4. The Provider is released from all liability in the event of force majeure within the meaning of Belgian case law, including failures of telecommunication networks, of third-party providers, and third-party cyberattacks.

Article 12 — Term, renewal and termination

12.1. The Project runs until its delivery and full payment of the price.

12.2. Retainer.It is entered into for an initial period of twelve (12) months. At the end of that period, it is renewed monthly with no commitment and may be terminated by either party, in writing, subject to thirty (30) days' notice taking effect no earlier than the end of the initial period.

12.3. In the event of a serious breach by one party of its obligations, the other party may terminate the contract as of right, after formal notice has remained without effect for fifteen (15) days.

12.4.In the event of termination through the Client's fault, the Provider retains the deposit paid (non-refundable) as indemnity and invoices the work carried out up to the termination date.

Article 13 — Applicable law and jurisdiction

13.1. These GTC are governed by Belgian law, to the exclusion of any other legislation.

13.2. In the event of a dispute, the parties will endeavour to reach an amicable solution before any legal action.

13.3. Failing an amicable agreement, any dispute falls within the exclusive jurisdiction of the courts of the judicial district of Namur.

Article 14 — Miscellaneous

14.1. Partial invalidity. If any provision of these GTC is declared void or unenforceable, the others retain their full force and effect.

14.2. No waiver. The fact that the Provider does not rely on a provision shall not be construed as a waiver of its right to rely on it later.

14.3. Amendment. These GTC may be amended at any time. The applicable version is the one in force on the date the quote is signed.

Client acceptance

By signing the quote, the Client acknowledges having read these general terms and conditions of sale, understood their scope and accepted them without reservation. The legal notice complements this document.