General Terms And Conditions

Version dated 28/09/2026

Parties

These General Terms and Conditions (the “Terms”) govern the services provided by:

MOJO Agency ASBL, a non-profit association incorporated under Belgian law, with its registered office at Rue Jules Francqui 26, box 7, 1190 Forest (Brussels), Belgium, company number 0741.994.372.

Notice address: hello@mojo-agency.org

(the “Agency”)

and

the “Client”.

The Agency and the Client are together referred to as the “Parties”.

These Terms form an integral part of any quotation, proposal, statement of work or other agreement entered into between the Agency and the Client (the “Quotation”).

In the event of a conflict between these Terms and a specific provision expressly agreed in writing in the Quotation, the Quotation shall prevail.

Article 1. Scope, Quotations and Services

1.1 The nature, scope, deliverables, fees and, where applicable, estimated schedule of the services to be provided by the Agency (the “Services”) are described in the relevant Quotation.

1.2 Unless otherwise stated in the Quotation, quotations are valid for thirty (30) calendar days from their date of issue.

1.3 The agreed fees cover only the Services and deliverables expressly identified in the Quotation.

1.4 Any service, deliverable, adaptation, version, format, language, revision or other work not expressly included in the agreed scope may be subject to additional fees and, where appropriate, a separate quotation or written approval.

1.5 Where the Quotation provides for a defined number of revision rounds, any additional revisions requested by the Client may be invoiced separately.

1.6 A material change to the brief, scope, deliverables, assumptions, schedule or Client requirements after approval of the Quotation may result in an adjustment to the fees and schedule. Any such adjustment shall be communicated to and agreed with the Client before the corresponding additional work is undertaken.

Article 2. Fees, Expenses and Payment

2.1 All fees are exclusive of VAT and any other applicable taxes unless expressly stated otherwise.

2.2 Unless different payment terms are specified in the Quotation, the Agency shall invoice:

50% of the agreed fees upon signature or written acceptance of the Quotation and before commencement of the Services;
50% upon completion of the agreed Services.

Where the Quotation provides for another payment schedule, including milestone-based or recurring invoicing, that schedule shall prevail.

2.3 Unless otherwise stated in the Quotation or invoice, invoices are payable within thirty (30) calendar days from the invoice date.

2.4 External costs, including but not limited to media spend, printing, production, travel, accommodation, licences, stock assets, music, fonts, software, hosting, domain names, paid platforms, subcontractors and other third-party expenses, are not included unless expressly stated in the Quotation.

The Agency shall obtain the Client’s approval before incurring material external costs that were not already included in the agreed budget.

2.5 In the event of late payment in a commercial transaction, interest and compensation shall be due in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, as amended from time to time.

2.6 If an undisputed invoice remains unpaid after its due date, the Agency may, after giving the Client written notice and a reasonable opportunity to remedy the non-payment, suspend the affected Services until payment is received. Any resulting impact on the project schedule shall not constitute a delay attributable to the Agency.

2.7 The Client shall notify the Agency in writing of any good-faith dispute concerning an invoice as soon as reasonably possible, identifying the disputed amount and the reasons for the dispute. Any undisputed portion of the invoice shall remain payable by the applicable due date.

Article 3. Project Schedule and Client Responsibilities

3.1 Unless expressly agreed otherwise in writing, project schedules and delivery dates are estimates based on the information available when the Quotation is prepared.

3.2 The Client shall provide the Agency, within a reasonable timeframe, with all information, content, materials, access credentials, approvals, decisions and feedback reasonably required to perform the Services.

3.3 The Client shall appoint an appropriate contact person authorised to coordinate the project and provide or obtain the necessary decisions and approvals.

3.4 Any delay by the Client in providing required information, materials, feedback, approvals or access may result in a corresponding adjustment to the project schedule.

3.5 Where a Client delay materially affects the organisation, availability or workload of the Agency or its suppliers, the Parties shall agree in good faith on a revised schedule. Additional work or third-party costs directly resulting from the delay may be invoiced separately, subject to prior communication to the Client.

3.6 The Agency shall not be responsible for delays caused by third-party platforms, suppliers or service providers outside its reasonable control, provided that the Agency has acted with reasonable professional care in selecting and coordinating such third parties where applicable.

Article 4. Feedback, Revisions and Approval

4.1 The Client shall provide consolidated, clear and timely feedback through the agreed project contact wherever reasonably possible.

4.2 Revisions shall remain within the scope of the approved brief. A change of strategic direction, concept, functionality, format or other material requirement may constitute a change of scope under Article 1.

4.3 The Client is responsible for reviewing and approving Final Deliverables before publication, printing, production, distribution or launch.

4.4 Unless proofreading, legal review, regulatory review or factual verification is expressly included in the agreed Services, final approval by the Client includes approval of the accuracy of names, figures, dates, claims, contact details and other Client-specific information.

4.5 Approval may be given by email or through any project management or collaboration platform agreed between the Parties.

Article 5. Deliverables, Working Files and Source Files

5.1 The Agency shall deliver only the final deliverables expressly specified in the Quotation (the “Final Deliverables”), in the formats agreed with the Client.

Unless expressly agreed otherwise in writing in advance, Final Deliverables do not include editable files, native files, working files or source files.

5.2 All drafts, rejected concepts, exploratory work, sketches, internal presentations, intermediate versions, working documents, editable files, native files, project files and source files remain with the Agency and are not delivered to the Client unless their delivery has been expressly agreed in writing in advance.

5.3 The delivery of source, native, editable or working files must be specifically agreed between the Parties in writing. Where such delivery is agreed, the relevant files, conditions of delivery and any additional fees shall be specified in the Quotation or another written agreement.

5.4 Payment for the Final Deliverables does not, by itself, entitle the Client to receive any source, native, editable or working files that were not expressly included in the agreed scope.

5.5 Where source, native or editable files are expressly included in the agreed scope, they shall only be delivered following full payment of all amounts due in relation to the relevant project.

5.6 The Agency is not required to retain project files indefinitely following completion of the Services unless a specific retention period has been agreed in writing.

Article 6. Intellectual Property Rights

6.1 Ownership and general principle

Unless expressly agreed otherwise in writing, the Agency retains the intellectual property rights it holds in the creative work and Final Deliverables produced in connection with the Services.

Subject to full payment of all amounts due in relation to the relevant project, the Client receives a licence to use the Final Deliverables in accordance with this Article and the relevant Quotation.

No assignment of intellectual property rights shall be presumed from the commissioning, delivery or payment of the Services.

Where the Parties intend a full or partial assignment of intellectual property rights rather than a licence, such assignment must be expressly agreed in writing and shall specify the rights concerned and the applicable conditions.

6.2 Rights granted to the Client

Unless otherwise expressly stated in the Quotation, the licence includes, to the extent necessary for the agreed purpose of the project:

the right to use the Final Deliverables;
the right to reproduce them in physical or digital form;
the right to publish and distribute them;
the right to display them;
the right to communicate and make them available to the public, including through websites, social media, digital platforms, advertising, presentations, events, press communications and other media reasonably contemplated by the project.

The licence is limited to the purposes, uses, media, territory and duration agreed in the Quotation or, where these are not expressly specified, to those reasonably contemplated by the nature and purpose of the project.

All rights not expressly granted to the Client remain reserved.

6.3 Modifications and adaptations

Unless expressly agreed otherwise in writing, the licence does not include a general right to modify, alter, adapt, redesign or create derivative works from the Final Deliverables.

The Client may make minor technical adaptations strictly necessary for the authorised use of a Final Deliverable, such as resizing, cropping or file-format conversion, provided that such adaptations do not materially alter its creative concept, design, visual identity, meaning or integrity.

Any substantial creative modification, redesign, adaptation or creation of derivative works requires the Agency’s prior written consent.

Unless expressly agreed otherwise, the Client may not provide the Final Deliverables to another agency, designer, production partner or other third party for the purpose of materially modifying, redesigning or developing derivative creative work from them.

Where the nature of a project requires the Client to make ongoing adaptations, in particular in connection with a brand identity, template system, website or similar deliverable, the scope of the Client’s adaptation rights may be expressly extended in the Quotation or applicable guidelines.

6.4 Territory

Where a territory is expressly specified in the Quotation, the licence is limited to that territory.

Where no territory is specified, the licence shall apply worldwide to the extent reasonably required for the authorised use of the Final Deliverables.

Any territorial restrictions applicable to Third-Party Materials shall prevail in relation to those materials.

6.5 Duration

The duration of the licence shall be the duration expressly specified in the Quotation.

Where no duration is expressly specified:

for campaign-specific, advertising, promotional or other time-limited creative work, the licence shall apply for the period reasonably corresponding to the campaign or use for which the Final Deliverables were commissioned;
for corporate, institutional, branding, identity, website or other Final Deliverables intended by their nature for ongoing use, the licence shall apply for the period reasonably necessary for their intended use and may extend for the duration of the applicable economic rights where required by the nature and purpose of the Final Deliverable.

Any substantial reuse, republication or relaunch of campaign-specific Final Deliverables outside the originally agreed or reasonably contemplated period of use requires the Agency’s prior written agreement.

The duration of any rights relating to Third-Party Materials remains subject to the applicable third-party licence terms.

Expiry of a licence does not transfer any intellectual property rights to the Client.

6.6 Extended or additional use

Any use of the Final Deliverables materially beyond the purpose, media, territory or duration initially agreed may require the Agency’s prior written agreement and may be subject to additional fees.

Where additional third-party rights, licences or clearances are required for such extended use, the related costs shall be borne by the Client subject to prior approval.

6.7 Remuneration for the licence

Unless expressly itemised otherwise in the Quotation, remuneration for the licence granted under this Article is included in the agreed fees for the relevant Final Deliverables and covers only the uses authorised under these Terms and the Quotation.

Any additional or extended rights expressly requested by the Client may be subject to additional remuneration.

6.8 Agency Materials

The Agency retains all rights in its pre-existing or independently developed materials, methods, strategic frameworks, concepts, know-how, processes, templates, tools, systems, libraries, reusable components and other materials that are not created specifically and exclusively for the Client (“Agency Materials”).

Where Agency Materials are incorporated into a Final Deliverable, the Client receives only the rights necessary to use those materials as part of the relevant Final Deliverable and in accordance with the licence granted under this Article.

Nothing in these Terms prevents the Agency from continuing to use its general know-how, skills, methods, processes, tools, frameworks or non-client-specific elements in connection with other projects.

6.9 Drafts, proposals and unused concepts

All rights in rejected concepts, unused proposals, pitches, drafts, exploratory work and materials not incorporated into the Final Deliverables remain with the Agency.

The Client may not use, reproduce, publish, adapt, distribute or otherwise exploit such materials without the Agency’s prior written consent.

6.10 Third-Party Materials

Final Deliverables may incorporate materials owned or licensed by third parties, including fonts, photographs, illustrations, music, footage, software, plugins, libraries, templates, stock assets and other licensed materials (“Third-Party Materials”).

Third-Party Materials remain subject to their applicable licence terms. No rights in Third-Party Materials are granted beyond those permitted under the relevant licence.

Where reasonably relevant, the Agency shall inform the Client of material licence restrictions known to the Agency that affect the intended use of the Final Deliverables.

6.11 Source, native and working files

The licence or any agreed transfer of intellectual property rights in a Final Deliverable does not imply the delivery, transfer of ownership or right of access to any source, native, editable, project or working file used to create that Final Deliverable.

Such files shall only be delivered where expressly agreed in writing in advance in accordance with Article 5.

6.12 Moral rights

Nothing in these Terms constitutes a general waiver or transfer of moral rights where such waiver or transfer is prohibited under applicable law.

6.13 Condition of the licence

Unless expressly agreed otherwise in writing, the licence granted under this Article takes effect only following full payment of all amounts due in relation to the relevant Final Deliverables.

Article 7. Client Materials and Content

7.1 The Client remains responsible for all materials, information, content, trademarks, logos, photographs, texts, data and other elements supplied by or on behalf of the Client (“Client Materials”).

7.2 The Client represents that it has the rights and permissions necessary for the Agency to use the Client Materials for the purposes of performing the Services.

7.3 The Client shall inform the Agency of any material legal, regulatory, brand or contractual restrictions applicable to Client Materials or to their intended use that are not reasonably apparent to the Agency.

7.4 Where the Agency identifies an apparent legal, intellectual property or reputational concern, it may draw that concern to the Client’s attention.

Unless legal or regulatory advice is expressly included in the Services and may lawfully be provided by the Agency, the Client remains responsible for obtaining any specialist legal or regulatory advice required.

Article 8. Third-Party Services and Platforms

8.1 The Agency may, where appropriate for the performance of the Services, work with external suppliers, freelancers, production partners or specialist service providers.

8.2 Where the Agency directly appoints a subcontractor as part of its Services, the Agency remains responsible for the proper performance of the Services entrusted to that subcontractor, subject to these Terms.

8.3 Certain Services depend on third-party platforms or providers, including advertising platforms, social networks, search engines, hosting providers, content management systems, analytics services and software providers.

The Agency cannot guarantee the continued availability, policies, approval decisions, algorithms, performance or functionality of independent third-party platforms outside its reasonable control.

8.4 Unless expressly guaranteed in the Quotation, the Agency does not guarantee specific commercial, media, advertising, fundraising, audience, search-engine, engagement or conversion results. The Agency shall perform the Services with reasonable professional care and in accordance with the agreed scope.

Article 9. Confidentiality

9.1 Each Party shall keep confidential any non-public commercial, strategic, financial, technical or organisational information disclosed by the other Party in connection with the Services and identified as confidential or which should reasonably be understood to be confidential.

9.2 Confidential information may be disclosed to employees, contractors and professional advisers who need access to it for the performance of the Services and who are subject to appropriate confidentiality obligations.

9.3 The confidentiality obligation does not apply to information that:

is or becomes public through no breach of these Terms;
was lawfully known to the receiving Party before disclosure;
is lawfully obtained from a third party without a duty of confidentiality;
is independently developed without use of the confidential information; or
must be disclosed by law, regulation or a competent authority.

9.4 These confidentiality obligations shall survive completion or termination of the project for as long as the relevant information remains confidential by nature, subject to applicable law.

Article 10. Portfolio, Credits and Publicity

10.1 Following the Client’s public launch or publication of the relevant Final Deliverables, the Agency may identify the Client as a client and reproduce the publicly released Final Deliverables for its portfolio, website, social media, credentials, case studies, award submissions, presentations and commercial prospecting.

10.2 The Agency shall not disclose confidential information or unpublished Client Materials in exercising this right.

10.3 If the Client has a legitimate confidentiality or regulatory reason requiring a project not to be publicly referenced, the Client shall inform the Agency in writing and the Parties shall agree on appropriate restrictions.

10.4 A visible Agency credit on a Final Deliverable shall only be included where appropriate for the relevant medium and agreed with the Client.

Article 11. Data Protection

11.1 Each Party shall comply with the data protection legislation applicable to it, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), where applicable.

11.2 Where the Agency processes personal data on behalf of the Client as a processor within the meaning of the GDPR, the Parties shall enter into an appropriate data processing agreement where required.

11.3 Each Party remains responsible for its own processing activities where it acts as an independent controller.

Article 12. Liability

12.1 Each Party shall be responsible for the direct loss or damage caused by its breach of the agreement in accordance with applicable Belgian law.

12.2 To the extent permitted by applicable law, neither Party shall be liable to the other for indirect or consequential loss, including loss of profit, revenue, anticipated savings, business opportunities or goodwill, except where such exclusion is prohibited by law.

12.3 To the extent permitted by applicable law, the Agency’s aggregate contractual liability arising out of a project shall be limited to the total fees, excluding VAT and third-party costs, paid or payable to the Agency for the Services giving rise to the claim.

12.4 The limitations in this Article shall not apply where liability cannot lawfully be excluded or limited, including in cases of fraud, wilful misconduct or gross negligence where applicable, or where the limitation would exclude liability for failure to perform an essential contractual obligation in a manner prohibited by Belgian law.

12.5 Nothing in these Terms limits any liability that cannot legally be limited or excluded.

Article 13. Suspension, Cancellation and Termination

13.1 Either Party may terminate the agreement where the other Party commits a material breach and fails to remedy that breach within a reasonable period following written notice specifying the breach.

13.2 The Client may request cancellation of all or part of a project for convenience by written notice.

In such case, the Client shall pay:

all Services performed up to the effective cancellation date;
all approved or non-cancellable third-party costs and commitments incurred by the Agency in connection with the project; and
any other cancellation costs expressly agreed in the Quotation.

13.3 Any advance payments already made shall be credited against the amounts due under Article 13.2. Where advance payments exceed the amount properly due, the balance shall be reimbursed to the Client.

13.4 The Agency may suspend the Services where continued performance is materially prevented by the Client’s failure to provide required cooperation, approvals, materials or payment, provided the Agency has first given reasonable written notice and an opportunity to remedy the situation.

13.5 Termination does not affect rights, obligations or amounts accrued before the effective termination date.

13.6 Provisions which by their nature are intended to survive termination, including those relating to payment, intellectual property, confidentiality, liability and applicable law, shall remain in effect.

Article 14. Force Majeure

14.1 Neither Party shall be liable for a failure or delay in performing an obligation where and to the extent that performance is prevented by an event qualifying as force majeure under applicable Belgian law.

14.2 The affected Party shall notify the other Party within a reasonable time after becoming aware of the event and shall take reasonable measures to limit its effects.

14.3 Obligations affected by force majeure shall be suspended for the duration and to the extent of the impediment.

14.4 If the force majeure event makes continued performance definitively impossible, or continues for such a period that the essential purpose of the agreement can no longer reasonably be achieved, the Parties shall discuss in good faith the appropriate consequences, without prejudice to any rights available under applicable Belgian law.

Article 15. Notices

15.1 Notices relating to the ordinary management of the project may be given by email to the usual project contacts.

15.2 Formal notices concerning material breach, suspension or termination shall be sent in writing to the notice address stated in the Quotation or these Terms, or to any replacement address subsequently notified in writing.

Article 16. General Provisions

16.1 Entire agreement

The Quotation, these Terms and any documents expressly incorporated into them constitute the agreement between the Parties in relation to the relevant Services and supersede prior discussions or communications concerning the same subject matter.

16.2 Amendments

Any material amendment to the agreed scope, fees, intellectual property rights or other material contractual terms must be agreed in writing by the Parties.

16.3 Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be ineffective only to the extent required by law. The remaining provisions shall continue to apply to the extent legally possible.

16.4 No waiver

A failure or delay by either Party to exercise a contractual right shall not in itself constitute a waiver of that right.

16.5 Electronic communications and signatures

The Parties may approve quotations, amendments and other contractual documents electronically, subject to applicable law.

Article 17. Applicable Law and Jurisdiction

17.1 The agreement, including these Terms and the relevant Quotation, shall be governed by Belgian law.

17.2 The Parties shall first seek in good faith to resolve any dispute arising from the agreement through direct discussion.

17.3 If no amicable resolution can be reached, the competent courts of Brussels shall have jurisdiction, subject to any mandatory rules of jurisdiction under applicable law.