Terms & Conditions

1. Company identity

VICAR Agency BV
Registered office: Langestraat 61, 8000 Bruges, Belgium
Commercial address: Legeweg 163M, 8020 Oostkamp, Belgium
Company number: BE1007.535.040
Email: info@vicaragency.com
Website: www.vicaragency.com

Hereinafter referred to as: “VICAR Agency”, “we”, “us” or “our”.

2. Scope of application

These terms and conditions apply to all services of VICAR Agency, including but not limited to:

• digital marketing;
• marketing strategy;
• branding and concept development;
• social media marketing;
• content creation;
• copywriting;
• advertising and performance marketing;
• Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads and other advertising platforms;
• email marketing;
• CRM and marketing automation;
• web design and development;
• landing pages;
• search engine optimisation;
• analytics and tracking;
• reporting;
• consultancy;
• workshops and training;
• project management;
• creative and digital campaigns.

Deviations from these terms are only valid if accepted in writing and explicitly by VICAR Agency.

Any general terms of the client do not apply unless VICAR Agency accepts them in writing and explicitly.

3. Quotations and proposals

All quotations and proposals from VICAR Agency are non-binding, unless explicitly stated otherwise.

A quotation is valid for 30 calendar days from the quotation date, unless another validity period is stated.

The quotation is based on the information the client provides to VICAR Agency. If this information later proves to be incomplete, incorrect or modified, VICAR Agency may adjust the price, timing or scope.

An agreement is concluded as soon as the client approves the quotation in writing, digitally, by email or in another demonstrable way, or as soon as VICAR Agency starts performing the services at the client’s request.

4. Scope of the assignment

The content, scope and timing of the assignment are determined in the quotation, agreement, order confirmation, project briefing or written communication between the parties.

All services not explicitly included in the quotation or agreement are considered additional work and may be invoiced separately.

Additional work may arise from, among other things:

• additional feedback rounds;
• extra pages, designs, texts, assets or campaigns;
• changes after approval;
• additional meetings;
• technical changes;
• extra reporting;
• rush work;
• changed instructions;
• expansion of the original assignment;
• delays or incomplete input from the client.

VICAR Agency will flag additional work in advance where possible, but reserves the right to invoice necessary extra work at the applicable hourly rate or under a separate quotation.

5. Client obligations

The client undertakes to:

• provide correct, complete and timely information;
• give the necessary access to accounts, platforms, websites, advertising accounts, CRM systems or other tools;
• provide feedback and approval on time;
• deliver materials on time, such as logos, images, texts, product information, legal information and brand files;
• ensure that any content provided does not infringe third-party rights;
• obtain the necessary internal approvals;
• pay invoices on time;
• cooperate in the correct execution of the assignment.

Delays caused by late input, feedback, access or approval from the client may lead to postponed deadlines and additional costs.

6. Service delivery

VICAR Agency delivers its services to the best of its ability, with professional care and according to industry standards.

All stated deadlines are indicative, unless explicitly agreed otherwise in writing. A delay in delivery does not entitle the client to compensation or termination, unless there is a serious and demonstrable contractual breach by VICAR Agency.

VICAR Agency may use employees, freelancers, subcontractors, partners or external service providers to deliver its services.

7. Approvals and feedback

The client is responsible for reviewing and approving designs, texts, campaigns, websites, advertisements, reports and other deliverables on time.

When the client approves a deliverable, it is considered finally accepted.

If the client does not provide feedback or comments within 7 calendar days of delivery, VICAR Agency may consider the delivered work as accepted, unless agreed otherwise.

Changes after approval may be charged separately.

8. Prices

All prices are stated in euros and exclude VAT, unless explicitly stated otherwise.

Prices only cover the services and deliverables explicitly included in the quotation or agreement.

Not included, unless stated otherwise, are:

• advertising budgets;
• media budgets;
• licences;
• software costs;
• hosting;
• domain names;
• plug-ins;
• stock photos;
• fonts;
• external tools;
• print work;
• translation costs;
• photography;
• video recording;
• travel costs;
• courier or shipping costs;
• costs of external suppliers.

VICAR Agency may periodically adjust prices, for example due to rising costs, changed scope, indexation or changed market conditions. For ongoing agreements, price changes will be communicated in advance.

9. Payment

Invoices are payable within 30 calendar days from the invoice date, unless otherwise agreed in writing.

For certain projects, VICAR Agency may request an advance, milestone payments or monthly prepayment.

In case of late payment, the client owes default interest and collection costs by law and without prior notice, to the extent permitted by law.

For B2B transactions, the standard payment term in Belgium is 30 calendar days when no other term has been agreed. A longer term may be agreed contractually, but in B2B relationships a maximum of 60 calendar days generally applies.

For overdue payments in commercial transactions, the statutory interest rate for the first half of 2026 is 10.5%. This rate is adjusted periodically by the government.

In case of non-payment, VICAR Agency reserves the right to:

• suspend further work;
• temporarily restrict access to delivered systems, files or accounts where legally and contractually permitted;
• pause active campaigns;
• fully or partly terminate the collaboration;
• make outstanding amounts immediately due;
• charge collection costs;
• take legal action.

An invoice must be disputed in writing and with reasons within 8 calendar days of the invoice date. If not disputed in time, the invoice is considered accepted.

10. Advertising budgets and media costs

Advertising budgets, media costs and costs of advertising platforms are not included in VICAR Agency’s fees, unless explicitly stated otherwise.

The client remains responsible for:

• the available advertising budget;
• payment to advertising platforms;
• correct payment methods;
• limits, billing and settings within advertising accounts;
• compliance with platforms’ advertising policies;
• approval of ads;
• the content of campaigns.

VICAR Agency can never guarantee that ads will be approved or remain running on platforms such as Google, Meta, LinkedIn, TikTok or others.

11. Results and warranties

VICAR Agency commits to a best-efforts obligation, not a result obligation, unless explicitly agreed otherwise in writing.

We strive for strong results but cannot guarantee, among other things:

• revenue growth;
• leads;
• conversions;
• ad return on investment;
• search engine positions;
• reach;
• engagement;
• approval by advertising platforms;
• algorithm changes;
• website or campaign performance;
• decisions by third-party platforms.

Results depend on various factors outside our control, such as market developments, competition, budgets, offering, website quality, client follow-up, seasonality, algorithms and platform policy.

12. Websites, hosting and technical services

When VICAR Agency develops websites, landing pages or technical solutions, this is done within the agreed scope.

Unless agreed otherwise, the following are not included:

• hosting;
• domain names;
• paid plug-ins;
• premium themes;
• post-launch maintenance;
• security monitoring;
• content entry outside the agreed scope;
• legal pages;
• translations;
• integrations with external tools;
• technical support after go-live.

The client is responsible for the accuracy, legality and completeness of all content provided.

After delivery, the client is responsible for the use, management and maintenance of the website, unless a separate maintenance contract has been concluded.

13. Accounts, access and platform ownership

The client generally remains owner of its own company accounts, such as advertising accounts, social media accounts, analytics accounts, CRM systems and website environments.

VICAR Agency may receive access to these accounts in order to perform the assignment.

The client is responsible for:

• correct account details;
• access rights;
• billing details;
• security;
• compliance with platform terms;
• timely payment of platform costs.

VICAR Agency is not liable for blocks, restrictions, hacks, suspensions, policy changes or decisions by third-party platforms.

14. Intellectual property

All intellectual property rights in concepts, strategies, designs, texts, campaigns, code, structures, methodologies, documents, presentations, analyses, templates, know-how and other creations remain the property of VICAR Agency or its licensors, unless otherwise agreed in writing.

Upon full payment of all amounts due, the client receives a right of use over the finally delivered materials, for the purpose for which they were developed.

Unpaid deliverables remain the property of VICAR Agency and may not be used.

Preliminary proposals, pitches, concepts, designs or ideas that are not retained or paid for may not be used, copied or passed on to third parties by the client.

15. Portfolio and references

Unless agreed otherwise in writing, VICAR Agency may use the name, logo, case, project and results of the client as a reference in its portfolio, website, social media, presentations, quotations and commercial communications.

If certain information is confidential, the client must indicate this in writing in advance.

16. Confidentiality

The parties undertake not to disclose confidential information received in the context of the collaboration or to use it for any purpose other than performing the agreement.

Confidential information includes:

• company information;
• strategies;
• prices;
• client data;
• login information;
• campaign data;
• financial information;
• technical information;
• non-public documents;
• know-how.

This obligation continues after the end of the collaboration.

17. Data protection and privacy

VICAR Agency processes personal data in accordance with applicable privacy legislation, including the GDPR.

When VICAR Agency processes personal data for its own purposes, it acts as a controller.

When VICAR Agency processes personal data on behalf of the client, it generally acts as a processor. In that case the parties may enter into a separate data processing agreement.

The client warrants that all personal data provided to VICAR Agency was collected and processed lawfully and that the client has the necessary legal grounds, consents and information obligations in place.

More information is available in our privacy policy.

18. Liability

VICAR Agency is only liable for damage that directly results from a demonstrable contractual fault of VICAR Agency.

VICAR Agency is not liable for:

• indirect damage;
• loss of profit;
• loss of revenue;
• reputational damage;
• loss of data;
• loss of clients;
• missed opportunities;
• damage caused by third-party platforms;
• damage caused by incorrect client input;
• damage caused by late feedback or approval;
• damage caused by technical failures outside our control;
• damage caused by hacking, phishing or cyber attacks not caused by us;
• changes to algorithms, platform policies or advertising rules.

VICAR Agency’s total liability is in any event limited to the amount the client has paid to VICAR Agency for the relevant assignment in the 3 months preceding the damaging event, with an absolute maximum of €5,000, unless mandatory law provides otherwise.

This limitation does not apply in case of intent, gross negligence or where the law does not allow a limitation of liability.

19. Force majeure

VICAR Agency is not liable for delay or non-performance when this is the result of force majeure or circumstances outside its reasonable control.

Force majeure includes:

• internet outages;
• server issues;
• platform outages;
• power outages;
• strikes;
• illness;
• pandemics;
• government measures;
• fire;
• natural disasters;
• cyber attacks;
• technical issues with third parties;
• outages at advertising platforms, hosting providers, software suppliers or payment providers.

In case of force majeure, VICAR Agency’s obligations are suspended for the duration of the force majeure situation.

20. Duration and termination

The duration of the collaboration is set out in the quotation, agreement or order confirmation.

Projects end after delivery and payment of all amounts due.

Recurring services, such as monthly marketing support, advertising, social media management, consultancy or maintenance, are entered into for the agreed duration.

Unless agreed otherwise, recurring services may be terminated monthly after the initial term with a notice period of 1 month.

VICAR Agency may immediately terminate or suspend the collaboration if:

• the client fails to pay invoices on time;
• the client does not provide necessary information or access;
• the client gives unlawful or harmful instructions;
• the client breaches these terms and conditions;
• further collaboration becomes reasonably impossible;
• there is abuse, fraud, threats or reputational harm.

On termination, all services already delivered and costs incurred remain due.

21. Cancellation or postponement by the client

If the client cancels, postpones or stops an approved assignment, VICAR Agency is entitled to payment of:

• all work already performed;
• all costs already incurred;
• all time reserved;
• all non-cancellable third-party costs;
• reasonable compensation for previously scheduled capacity.

For assignments cancelled less than 5 working days before the planned start or delivery, VICAR Agency may charge a cancellation fee.

22. Complaints

Complaints about delivered services must be reported in writing and with reasons within 7 calendar days of delivery or performance.

If a complaint is not filed in time, the services are considered accepted.

A complaint does not suspend the client’s payment obligation.

VICAR Agency will investigate justified complaints and, where appropriate, propose a suitable solution.

23. Severability

If a provision of these terms is invalid, void or unenforceable, the remaining provisions remain fully in force.

The invalid provision will be replaced by a valid provision that aligns as closely as possible with the original intent.

24. Assignment

The client may not assign its rights or obligations under the agreement to third parties without VICAR Agency’s prior written consent.

VICAR Agency may assign its rights and obligations to an affiliated company, legal successor or third party in the context of a restructuring, transfer of going concern, merger, acquisition or similar transaction.

25. Applicable law and competent court

All agreements, quotations, invoices and services of VICAR Agency are exclusively governed by Belgian law.

In case of dispute, only the competent courts of the judicial district of VICAR Agency’s registered office have jurisdiction, unless mandatory law provides otherwise.

26. Contact

For questions about these terms and conditions, please contact:

VICAR Agency BV
Registered office: Langestraat 61, 8000 Bruges, Belgium
Commercial address: Legeweg 163M, 8020 Oostkamp, Belgium
Company number: BE1007.535.040
Email: info@vicaragency.com
Website: www.vicaragency.com