Lotux Agency — General Terms and Conditions of Sale (B2B)

2.1 These General Terms and Conditions apply to all offers, quotations, agreements, and Services provided by Lotux Agency.

2.2 Where a Service Agreement is in place between the Parties, the Service Agreement prevails in case of conflict with these General Terms and Conditions. These General Terms apply on a supplementary basis.

2.3 Deviations from these General Terms and Conditions are only valid if expressly agreed in writing.

2.4 The Client acknowledges having received, read, and accepted these General Terms prior to entering into the Agreement.

3.1 Unless explicitly stated otherwise, prices exclude VAT and external costs such as ad budgets, licences, printing, software, third-party tools, or media spend.

3.2 Non-payment of external costs may result in suspension of Services.

3.3 The Client is responsible for acquiring and maintaining all necessary software, platforms, and accounts required for execution of the Agreement.

4.1 An Agreement becomes binding upon written or electronic acceptance.

4.2 Changes or additions require written approval and may affect pricing and timelines.

4.3 If a deposit is agreed, execution only starts after receipt. Deposits are non-refundable unless explicitly agreed otherwise.

5.1 Lotux Agency performs Services to the best of its ability and according to professional standards and its customary creative style.

5.2 The Client may not reject deliverables solely on the basis of subjective taste.

5.3 Deadlines are indicative unless specific service levels are agreed in writing, including in any applicable Service Agreement.

5.4 Lotux Agency may engage qualified third parties for execution.

6.1 Delivery timelines are indicative unless specific service levels are agreed in writing (including in any applicable Service Agreement).

6.2 Lotux Agency retains the right to withhold delivery, access, publication, transfer, or activation of licences until full payment of all outstanding invoices.

6.3 RAW or unedited material is not delivered during the term of the Agreement. Handover at termination, if any, is governed by the applicable Service Agreement. In the absence of specific terms, RAW material is not delivered.

7.1 Invoices are payable within fourteen (14) calendar days of invoice date, unless agreed otherwise.

7.2 Late payment places the Client automatically in default, without notice being required.

7.3 In case of default, Lotux Agency may:

• suspend Services;
• withhold deliverables;
• declare all outstanding amounts immediately due.

7.4 The Client waives any right of set-off or suspension of payment.

7.5 Interest on arrears applies in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions.

7.6 Administrative fee for non-payment: 15% of the outstanding amount, with a minimum of €175.

7.7 Additional collection costs (debt collection, reminders, registered mail, etc.) are charged separately.

8.1 Agreements of indefinite duration have a minimum term of three (3) months unless agreed otherwise in the Service Agreement.

8.2 Where a Service Agreement specifies termination terms, those terms govern. In the absence of specific terms: fixed-term agreements terminate on the agreed date, and early termination by the Client results in invoicing of fifty percent (50%) of the remaining value.

8.3 Upon termination, all Services delivered up to that moment remain payable.

9.1 Neither Party is liable for failure to perform due to force majeure, including but not limited to technical failures, strikes, power outages, illness, third-party defaults, major internet or platform outages, or material change in advertising-platform policies.

9.2 Obligations are suspended during force majeure.

9.3 If force majeure continues for more than thirty (30) days, either Party may terminate the Agreement in writing.

9.4 No damages are owed in respect of force majeure events.

10.1 Where a Service Agreement specifies how intellectual property in the deliverables is transferred or licensed, those terms govern.

10.2 In the absence of specific terms in a Service Agreement, all intellectual property rights in the deliverables remain with Lotux Agency, and the Client receives a non-exclusive, worldwide licence to use the deliverables for the agreed purpose after full payment of all amounts due.

10.3 Lotux Agency may display deliverables in its portfolio and case studies without the Client's logo or name. Use of the Client's name or logo in branded marketing requires the Client's prior written consent (which may be given by email or Slack).

10.4 Digital advertising accounts (such as Meta Business Manager) are owned by the Client at all times. Where Lotux Agency has set up such an account on the Client's behalf, full administrative control is transferred to the Client on request, without compensation.

11.1 Each Party's total liability arising out of or in connection with the Agreement is capped at the total fees paid by the Client to Lotux Agency in the twelve (12) months before the event giving rise to the claim (or the total fees actually paid, if the Agreement has been in force for less than twelve months). This cap does not apply to: (a) fraud; (b) breach of confidentiality (Article 13); (c) infringement of the other Party's intellectual property; (d) breach of the non-recruitment clause (Article 14); or (e) any liability that cannot lawfully be limited under Belgian law.

11.2 Neither Party is liable for indirect or consequential loss, including loss of profit, loss of business, or loss of goodwill.

11.3 Any claim must be brought within twelve (12) months of the event giving rise to the claim; thereafter it lapses.

12.1 Complaints must be submitted in writing within five (5) working days after delivery of the relevant Service or deliverable.

12.2 Complaints do not entitle the Client to additional or different work than agreed in the Agreement.

12.3 Complaints do not suspend the Client's payment obligations.

13.1 Each Party shall keep confidential all non-public information of the other Party disclosed in connection with the Agreement, including business plans, pricing, customer data, performance data, technical information, and creative work in progress.

13.2 This obligation applies during the term of the Agreement and for three (3) years after termination.

13.3 The obligation does not apply to information that is (i) public through no fault of the receiving Party, (ii) independently developed without use of the disclosing Party's confidential information, or (iii) required to be disclosed by law or court order.

14.1 Neither Party shall, during the term of the Agreement and for twelve (12) months after termination, directly or indirectly solicit, hire, or engage as a contractor any employee or contractor of the other Party who was materially involved in the delivery of Services, without the prior written consent of the other Party.

14.2 Breach of this Article entitles the non-breaching Party to liquidated damages equal to one (1) year's gross compensation of the person concerned, without prejudice to the right to claim any additional damages actually suffered.

14.3 Exceptions are only valid if agreed in writing.

15.1 Lotux Agency processes personal data (name, address, email, phone) solely for execution of the Agreement and to comply with legal obligations.

15.2 Data is shared with third parties only when necessary for execution of the Agreement, and is stored in accordance with applicable legal retention periods.

15.3 The Client guarantees the accuracy of any personal data provided and GDPR compliance when sharing data of third parties (e.g. its customers, employees, or contacts).

15.4 Where Lotux Agency processes personal data on behalf of the Client (for example, customer audiences uploaded into Meta, or Pixel data accessed via the Client's Meta account), Lotux Agency acts as a processor and the Client as a controller within the meaning of Article 4 GDPR. The Parties shall execute a separate Data Processing Agreement (DPA) covering such processing.

15.5 Requests for access, correction, or objection can be sent to niels.schruyers@lotuxagency.com.

16.1 Belgian law applies exclusively to the Agreement. The UN Convention on Contracts for the International Sale of Goods is excluded.

16.2 The courts of Antwerp, division Tongeren, have exclusive jurisdiction over any dispute arising out of or in connection with the Agreement, unless mandatory law provides otherwise.

17.1 Entire agreement. These General Terms and Conditions, together with any Service Agreement and its schedules, constitute the entire agreement between the Parties on the subject matter and supersede all prior agreements, understandings, and communications. In case of conflict, the Service Agreement prevails.

17.2 Severability. If any provision of these General Terms and Conditions is found unenforceable by a competent court, the remaining provisions remain in full force, and the Parties shall negotiate in good faith a replacement provision that achieves the original commercial intent.

17.3 Amendments. Lotux Agency may amend these General Terms and Conditions. Material changes will be notified to the Client and apply only to Agreements concluded after the notification. Minor or clarifying changes may take effect immediately upon publication.

17.4 Electronic signature. The Agreement may be executed by electronic signature (including Dropbox Sign), which has the same legal effect as a handwritten signature.

17.5 Effective date. These Terms apply from 15 May 2026 and supersede any prior version.