Terms.

These terms and conditions ("terms") apply to all quotations, assignments, agreements and invoices between Virtual Frames Studio (hereinafter "VFS", "we", "us") and its clients ("Client", "principal"). By accepting a quotation, placing an assignment or purchasing a service, the Client confirms having taken note of these terms and accepting them in full and without reservation. Any deviating terms of the Client do not bind VFS unless expressly accepted in writing.

01 — Identification of the service provider

— Louis Ronsse, sole proprietorship trading under the commercial name Virtual Frames Studio

— Registered office: Varensbos 23, 9920 Lievegem, Belgium

— Company number / VAT: BE 0788.456.382

— Email: hello@virtualframesstudio.com

— Phone: +32 471 94 31 97

02 — Subject matter & scope

VFS provides creative and digital services including branding & visual identity, graphic and print design, websites and web applications, advertising & copy, and 3D visuals. These terms apply to all services, regardless of whether the Client is a company, a professional or a consumer. For consumers, the mandatory provisions of Book VI of the Belgian Code of Economic Law (CEL) additionally apply; deviating clauses in these terms apply to consumers only insofar as they do not conflict with those mandatory provisions.

03 — Quotations & formation of the agreement

— All quotations from VFS are valid for 30 days from the date of issue, unless stated otherwise. After this period, prices and availability may change.

— An agreement is formed as soon as the Client accepts the quotation in writing — by email, signed document, or clear confirmation — and the advance payment has been received (see section 04).

— Verbal agreements are binding only after written confirmation.

— Changes or extensions to the original scope ("scope creep") are always discussed in advance, confirmed in writing, and may give rise to an additional charge and/or an extension of the timeline.

04 — Prices, advance payment & payment

— All prices are expressed in euros (€) and exclude 21% VAT, unless expressly stated otherwise. VAT and any other legally required charges are invoiced in addition.

— For all projects, a standard advance payment of 50% of the total project amount applies, payable before the work starts. The remaining 50% is invoiced upon delivery. For larger projects, a staggered payment schedule can be agreed by mutual consent (e.g. 50% / 25% / 25%).

— Invoices are payable within 14 days of the invoice date, to the account number stated on the invoice, without deduction or set-off.

— In case of non-payment on the due date, late-payment interest of 8% per year is owed by operation of law and without prior notice of default, as well as fixed damages of 10% of the outstanding invoice amount with a minimum of € 50, without prejudice to VFS's right to compensation for actual damage suffered and legal costs. For B2B relationships, the Belgian Act of 2 August 2002 on combating late payment in commercial transactions additionally applies.

— In case of persistent non-payment, VFS may suspend the execution of ongoing or new assignments, and deactivate delivered services or accounts (such as hosting, domain) until full payment. In that case, digital assets already delivered remain the property of VFS — see section 06.

05 — Execution & revision rounds

— VFS commits to an obligation of means, not an obligation of result. We deliver our work with the care and professionalism that may be expected of a professional in our sector.

— Timely delivery by the Client of briefings, content (texts, photos, logos, brand guides), feedback and approvals is essential. Delays on the Client's side automatically extend the agreed delivery periods, without VFS being liable for this.

— As standard, 3 revision rounds per project phase are included. Our ambition is client satisfaction: for larger projects this number can be extended by mutual agreement. Substantial changes that fall outside the original scope, or additional rounds after approval of a previous version, are charged on a time-and-materials basis (hourly rate on request).

— Interim approvals by the Client of specific deliverables (e.g. logo, copy, design mockups) are final. Later revisions of elements already approved may give rise to additional work.

— Deadlines stated in quotations or schedules are indicative. VFS always strives to meet them, but exceeding them does not give rise to termination of the agreement or a right to compensation, except in case of intent or gross negligence.

06 — Intellectual property & copyright

— All creations that VFS develops in the context of an assignment (logos, designs, code, copy, illustrations, 3D models, animations, etc.) are protected by copyright and remain the property of VFS until full payment of all outstanding invoices for the project in question.

— Only after full payment are the usage rights to the delivered end result transferred to the Client, for the agreed purpose of use and the agreed duration. In the absence of specific arrangements, a perpetual, non-exclusive licence is granted for standard business use by the Client and its affiliated entities.

— Source files (e.g. open Figma files, .ai/.psd files, .blend files, source code repositories) are only supplied if this is expressly included in the quotation or agreed separately afterwards at an additional charge.

— VFS retains the right to use the delivered work for its own promotion — portfolio on the website, social media, case studies, awards, and pitches to prospects — unless expressly agreed otherwise in writing. Confidential project details are not disclosed in that promotional use.

— Third-party works, photos, fonts, plug-ins or code integrated into the delivery remain the property of their respective authors and are subject to their licence terms. VFS informs the Client of this where relevant.

— The Client warrants that all materials supplied by them (texts, images, logos, fonts, videos) are free of third-party rights or that they hold the necessary licences. The Client indemnifies VFS against all third-party claims in this regard.

07 — Liability

— VFS is not liable for indirect damage, consequential damage, loss of profit, missed savings, loss of turnover, reputational damage or damage to third parties, except in case of intent or fraud.

— The total liability of VFS — on any basis whatsoever — is in any event limited to the amount actually paid by the Client in the context of the assignment in question, with a maximum of € 10 000.

— VFS is not liable for the content (texts, images, data, claims) supplied by the Client, nor for its legal, fiscal or factual accuracy.

— VFS is not liable for unavailability, slowness or errors attributable to third-party services on which the delivery relies (hosting, CDNs, domain registrars, third-party APIs, etc.), nor for downtime of these parties' servers.

— Complaints regarding a delivered service must, on pain of forfeiture, be submitted to VFS in writing and with reasons within 14 days of delivery or discovery. After this period, the delivery is deemed to have been accepted.

08 — Hosting, domain name & maintenance

— If hosting and/or a domain name are purchased through VFS, this is invoiced annually in advance. Rates may be indexed annually in line with the price changes of our hosting suppliers.

— Maintenance, security updates, minor content changes and monitoring can be purchased through a care package or on a time-and-materials basis. Without a care package in place, VFS is not responsible for keeping the CMS, plug-ins or libraries on the Client's website up to date.

— Termination of a hosting or care contract must be done in writing, no later than 30 days before the annual renewal date. In the absence of timely notice, the contract is tacitly renewed for one year.

— Upon termination, the Client remains responsible for migrating their domain, emails and data in good time. VFS provides reasonable support for this on request, where applicable on a time-and-materials basis.

09 — Cancellation & termination

— Before the work starts, the Client may cancel the agreement free of charge in writing. The advance payment already made will then be refunded, less any concrete costs already incurred and hours already worked.

— During execution, the Client may unilaterally terminate the agreement in writing. In that case, the advance payment already made remains acquired by VFS (to cover the work already performed and the production capacity reserved), and a termination fee of 30% is additionally owed on the remaining, not yet invoiced project amount. Additional hours already worked outside the original scope are charged separately on a time-and-materials basis.

— VFS may in turn terminate the agreement early — without compensation — in case of serious breach by the Client (such as persistent non-payment, failure to supply required content for more than 60 days, or grossly improper conduct). In that case, the Client remains fully liable for the work already performed.

— Both parties may dissolve the agreement immediately and without judicial intervention in the event of bankruptcy, judicial reorganisation or cessation of payments of the other party.

10 — Force majeure

Neither party is liable for delay or non-performance attributable to force majeure — events beyond its reasonable control, such as (without limitation) natural disasters, war, terrorism, pandemics, strikes, fire, prolonged power or internet outages, serious illness of the performing service provider, or government measures preventing performance. The affected party shall inform the other party without delay. If the force majeure lasts longer than 60 days, either party may terminate the agreement without compensation, with payment retained for the work already performed.

11 — Confidentiality

Both parties treat all commercial, technical and strategic information received in the context of the collaboration as confidential, including after the end of the agreement. This does not apply to information that is publicly available, was already in the possession of the receiving party, or whose disclosure is legally required.

12 — Processing of personal data

The way VFS processes the Client's personal data is described in our privacy policy. If VFS processes personal data on behalf of the Client (e.g. via a built-in web form or CMS), a separate data processing agreement in accordance with art. 28 GDPR can be concluded at the Client's request.

13 — Changes to the terms

VFS reserves the right to amend these terms and conditions. The version published on the website at the time of the quotation is the applicable version. In case of significant changes, existing clients will be informed in advance.

14 — Applicable law & competent court

All agreements between VFS and the Client, as well as these terms and conditions, are governed exclusively by Belgian law, to the exclusion of the Vienna Sales Convention (CISG). In the event of a dispute, the parties shall first seek an amicable solution. Failing that, the courts of the district of East Flanders, Ghent division, have exclusive jurisdiction, or — for disputes falling within the jurisdiction of the justice of the peace — the justice of the peace of the canton in which the registered office of VFS is located.

15 — Nullity & severability

If any provision of these terms should be null and void or unenforceable, the remaining provisions remain in full force. The void provision will be replaced by a valid provision that comes as close as possible to the original intent.

16 — Contact

Questions about these terms? Email us at hello@virtualframesstudio.com or call +32 471 94 31 97.