GENERAL TERMS AND CONDITIONS – BRANDING & STRATEGY
Article 1 – Definitions
1.1 The terms listed below in these General Terms and Conditions shall have the meanings set out in this Article.
“Affiliate”: any legal or natural person that (i) directly or indirectly exercises Control over a Party, (ii) is under the direct or indirect Control of a Party, or (iii) is under joint Control with a Party;
“Agreement”: a binding contract between WeWantMore and a Client, consisting of the concerned Offer and these General Terms and Conditions relating to an Assignment;
“Article”: a numbered clause of these General Terms and Conditions;
“Assignment”: the task entrusted to WeWantMore under an Agreement to, against the payment of the fees and other consideration therefor, deliver the Services or Products and/ or Deliverables as agreed in the Offer;
“Client”: the party identified as counterparty of WeWantMore in the Offer;
“Confidential Information”: all information that: (a) is marked or identified as confidential; (b) would be regarded as confidential by a reasonable person having regard to its nature and the circumstances of disclosure; or (c) comprises trade secrets, know-how, business plans, customer information, or technical data, or information relating to the Deliverables prior to public release, but excluding information that is publicly available (other than through breach), was lawfully known prior to disclosure, is lawfully obtained from third parties, is independently developed, or is required to be disclosed by law;
“Contractual Terms”: the General Terms and Conditions and, as the case may be, the Special Terms stated in the Offer;
“Control”: the power, de jure or de facto, to exercise, alone or jointly, a decisive influence over the appointment of the majority of the directors of an entity or over the determination of its management and policies, including through: (a) ownership of shares or other equity interests; (b) rights conferred by contract or constitutional documents; or (c) any other means conferring equivalent influence;
“Deliverable”: the Products or Services in relation to a branding concept which, in accordance with the arrangements set out in the Offer, WeWantMore must provide to the Client, at the end of the performance of the concerned Agreement or of a phase of the Agreement;
“Feedback Moment”: the moment following communication of a Deliverable by WeWantMore, within which the Client, within a period of 20 days after said communication, may provide Written comments to WeWantMore regarding the Deliverable;
“General Terms and Conditions”: the terms and conditions set out in this document that govern the Agreements between WeWantMore and the Client;
“Intellectual Property Rights”: all intellectual rights, including but not limited to patents, drawings, designs, copyrights, rights in software and databases, trademarks, know-how, domain names and trade names. The Parties agree that, for the performance and/or interpretation of their Agreements or any right, undertaking or obligation thereunder, creations, signs, methods or objects that meet the substantive requirements to be considered an intellectual property right but do not meet any administrative requirements of (renewal of) application, registration, filing and the like shall likewise be deemed Intellectual Property Rights;
“Law(s)”: any legally binding statute, regulation, directive, order, decree, rule, judicial decision, or other requirement enacted, promulgated, or issued by any governmental or regulatory authority or which is applicable under the governing law specified in Article 22, including (without limitation) Acts of Parliament, statutory instruments, retained EU law, common law, international treaties, and any amendment or replacement thereof;
“Offer”: the proposal or quotation document originating from WeWantMore — forming part of the concerned Agreement — that specifies the Assignment, as well as any applicable Special Terms;
“Order”: a written and concrete proposal by the Client to enter into an Agreement with WeWantMore;
“Party/Parties”: as the case may be, the Client and/or WeWantMore;
“Product”: any good that forms (part of) a/the Deliverable under the Subject Matter of the concerned Agreement;
“Service”: any service, work, advice or other performance rendered by WeWantMore for the benefit of the Client and forming part of the Assignment, as described in the Offer;
“Special Terms”: the provisions expressly agreed between WeWantMore and the Client that are proper to a specific relationship between WeWantMore and the Client and which form part of the Contractual Terms and prevail over the provisions of the General Terms and Conditions;
“WeWantMore”: the entity that has submitted the Offer and with which the Client has entered into an Agreement being either: (a) WeWantMore NV, with registered office at 2000 Antwerp, Hessenstraatje 1, box G, company number 0882.202.528; or (b) WeWantMore LTD, with registered office at Unit 33, Waterside Schooner Court 44-48 Wharf Road London N1 7UX, UK, company number 15982279.
“Written” or “in Writing”: any means of communicating a notice that, possibly after printing by the addressee, results in a material document containing the alphanumeric representation of the message and thus includes both handwritten and digital communication.
1.2 Unless the context requires otherwise, words in the plural shall be interpreted in the same way as in the singular and vice versa.
Article 2 – Scope
2.1 These General Terms and Conditions apply to all contractual legal relationships between WeWantMore and a Client, as well as to all proposals, quotations and negotiations by WeWantMore with an existing or potential Client, except where the Special Terms specifically provide otherwise. Where there is any conflict or inconsistency between these General Terms and Conditions and the Special Terms, the Special Terms shall prevail to the extent of such conflict or inconsistency.
2.2 The General Terms and Conditions in this document together with the Offer, the latter including the Special Terms (if applicable), constitute the entire Agreement with a Client in relation to a specific Assignment and supersede all prior agreements, representations, and understandings between the Parties with regard to that Assignment, whether written or oral. Each Party acknowledges that it has not relied on any statement, representation, warranty, or understanding that is not expressly set out in that Agreement.
2.3 The application of any purchasing conditions, general terms and conditions and/or other conditions of the Client is expressly excluded. The parties expressly waive any non-mandatory rule stating that, notwithstanding the first sentence of Article 2.3, when offer and acceptance refer to different (general) terms and conditions, both general terms and conditions would form part of the contract, except for the incompatible clauses.
Article 3 – Formation of an Agreement
3.1 Offers prepared by WeWantMore are valid—unless a different period is expressly stated in the Offer — for fifteen (15) days. However, within said period WeWantMore is also entitled to withdraw its Offer as long as WeWantMore has not, within said period, received the Client’s written and unconditional acceptance.
3.2 Orders that do not result from a prior Offer prepared by WeWantMore shall only bind WeWantMore when the latter has accepted them in Writing by means of a Written Order confirmation, which acceptance WeWantMore may make subject to conditions. Such conditions shall be deemed accepted by the Client if the latter has not objected them in Writing prior to the starting of the execution of the Services under the concerned Agreement.
3.3 WeWantMore is at all times entitled not to accept a (potential) Client and/or not to accept (an) Order(s) placed by a Client.
3.4 An agreement with WeWantMore is deemed concluded at the registered office of the WeWantMore entity that has submitted or executed the Offer.
3.5 By accepting an Offer (in accordance with Article 3.1) or by placing an Order (in accordance with Article 3.2), the Client confirms that it is acting for business purposes. Consumer protection legislation does not apply.
3.6 Save where expressly permitted in these General Terms and Conditions, any amendment to an Agreement can only be made by an express Written modification evidencing the corresponding understanding of both Parties. WeWantMore may, but is under no obligation to, agree to amendments proposed by the Client. WeWantMore may make its agreement to the Client’s proposed amendments subject to conditions.
3.7 WeWantMore reserves the right to amend these General Terms and Conditions from time to time. The version of the General Terms and Conditions in force at the time the Agreement was entered into shall continue to govern the contractual relationship between the Parties. Where applicable, WeWantMore shall inform the Client of any amendments to the General Terms and Conditions upon the conclusion of any new Agreement.
Article 4 – Information
4.1 WeWantMore prepares its proposal and quotations on the basis of the information provided by the Client. The Client undertakes to provide WeWantMore spontaneously with all relevant information, plans and any other data.
4.2 Where an Assignment relates to a specific location outside the country of residence of the contracting WeWantMore entity, the Client is obliged to inform WeWantMore of any existing specific national, regional or local laws or regulations or other legal requirements (including rules relating to taxes, duties or related regulations) that may impact the performance of the concerned Agreement.
4.3 WeWantMore will use reasonable efforts to obtain pertinent information from the Client, but shall not be liable resulting from the Client's failure where any information held or to be held by the Client, or held by third parties, is not communicated to WeWantMore.
4.4 If, in the course of performance, information not previously known to WeWantMore and not taken into account by it in the preparation of its Offer makes it necessary to adjust the planned work, the additional performances to be carried out by WeWantMore or its subcontractors shall qualify as additional work, which will be charged by WeWantMore in addition to the fees set out in the agreed Offer, and shall be based on WeWantMore’s then-current rates that shall be applied by means of unilateral decision to which WeWantMore is authorised by virtue of this Article.
4.5 If, on the basis of new information communicated during the performance of an Agreement, WeWantMore reasonably determines that performance is so altered that further performance is not commercially practicable, feasible or appropriate, WeWantMore shall be entitled to terminate the Agreement by giving written notice to the Client. In such case, WeWantMore shall be entitled without prejudice to its other rights to: (i) full compensation for all Services already provided and costs incurred and (ii) compensation for lost profits in accordance with the initial Offer.
Article 5 – Nature of the Agreements
5.1 Unless expressly provided otherwise in the Special Terms, every Agreement entered into by WeWantMore qualifies as a services agreement, the subject matter of which consists of the provision of intellectual Services, mainly in terms of design. Agreements shall therefore fall outside the scope of the Vienna Convention on the International Sale of Goods.
5.2 Unless expressly stated otherwise in the Special Terms, the Services performed by WeWantMore do not require any obligation to achieve a specific result.
5.3 Where an Agreement also includes the delivery of one or more Products, such delivery is ancillary to the provision of the Services and does not change the nature of the Agreement as a services agreement.
Article 6 – Term and performance of Agreements
6.1 The term of an Agreement shall be, if no specific term is mentioned in the applicable Offer, the amount of time needed to complete the Services. Where a specific term is stated in the Offer, the term of the Agreement shall be as determined in the Offer. However, where the agreed term of an Agreement or of any agreed phase of the Agreement is exceeded for a cause not exclusively attributable to WeWantMore, the Parties shall renegotiate in good faith the performance period of the Agreement. If the delay is attributable to the Client, the Client shall be obliged to compensate WeWantMore for all resulting damage and/or additional costs at WeWantMore’s standard rates.
6.2 Where an Agreement, in accordance with the underlying Offer, is divided into phases, such phases shall, unless otherwise agreed in Writing, be successive. Upon completion of each agreed phase, WeWantMore shall send a sufficiently clear representation of a provisional Deliverable to the Client. Unless otherwise agreed, after communication of the provisional Deliverable of each phase concerned, the Client shall have one Feedback Moment per agreement phase in which to provide its comments in respect of the relevant Deliverable(s).WeWantMore shall process the Client’s reasonable comments, and the Client shall in turn be responsible for consolidating any comments from other stakeholders before providing feedback to WeWantMore.
6.3 The final Deliverable of a phase shall be delivered to the Client after processing the comments from the Feedback Moment. If the Client indicates that it has additional comments beyond those raised during the Feedback Moment, WeWantMore may respond to them but shall not be obliged to do so. If WeWantMore does respond to such additional comments, all services provided in that context shall qualify as additional work, to be charged as provided in Article 4.4. In such case, all previously agreed performance periods shall lapse and be amended accordingly.
6.4 A subsequent phase shall commence only after either (i) the Client has given its Written approval of the Deliverables of the previous phase after processing the comments from the Feedback Moment or (ii) the Client has not provided any further comments in a Written and reasoned manner within seven (7) days after the communication of the Deliverables following the processing of the comments from the Feedback Moment. Approval cannot be given conditionally.
6.5 As from receipt of the approval, WeWantMore is discharged from any liability with respect to aspects of the design that may already appear from the result of the phase communicated in accordance with Articles 6.2 and 6.3. WeWantMore is not liable for issues arising from materials, finishes, or specifications selected by the Client.
6.6 The performance of an assignment or Agreement does not imply any form of exclusivity, unless otherwise stipulated in the Special Terms in Writing.
6.7 If an assignment relates in whole or in part to the creation of written material, WeWantMore shall provide this in one language only, unless otherwise specified in the Offer.
Article 7 – Delivery and Transfer of Title
7.1 Unless otherwise agreed, WeWantMore fulfils its delivery obligation when the Deliverables are made available to the Client digitally. If WeWantMore additionally undertakes to supply Products, WeWantMore fulfils its delivery obligation at the moment such Products are made available to the Client at the address indicated by WeWantMore. If WeWantMore additionally undertakes the transport of such Products, transport shall be at the Client’s risk and expense.
7.2 The Client acknowledges that if it fails to comply with its obligations under an Agreement, any subsequent delivery may be delayed. In the event the Client fails to comply with its obligations, WeWantMore shall also have the option to suspend the Agreement, which in turn may lead to delays in the delivery of Services or Products.
7.3 The stated delivery periods are estimates only, and the Parties acknowledge that these may be affected by external factors. If a period is not met for reasons not exclusively attributable to WeWantMore, such circumstance shall not give rise to any right to damages or to termination. Unless expressly stated in the Special Terms, time is not of the essence.
7.4 All Deliverables and Products provided remain the property of WeWantMore until full payment of all amounts due to WeWantMore under the Agreements, including amounts not yet invoiced.
7.5 If the Client defaults on payment, WeWantMore shall be entitled, vis-à-vis the Client as well as any third party, to invoke its ownership right and to demand the return of already provided Deliverables and Products without having to resort to legal proceedings. Any depreciation in value as well as costs incurred shall be charged to the Client.
7.6 WeWantMore shall retain the files relating to a Deliverable for three (3) years from the date of final delivery of such Deliverable.
7.7 WeWantMore does not guarantee that a Deliverable is suitable for any particular use envisaged by the Client.
Article 8 – Price and Payment
8.1 All prices published, offered, or communicated by WeWantMore are exclusive of VAT and exclusive of any other taxes, levies, (bank or other) costs or duties. VAT or other taxes, levies, or duties may be added by WeWantMore to the prices offered or communicated.
8.2 The price for Products excludes packaging, transport, office expenses and other ancillary costs, as well as all existing or future taxes, levies or similar sums imposed by any authority in connection with the sale, import or delivery of such Products. These costs are entirely borne by the Client. For travel by car or motorcycle a kilometre cost will be charged, increased by parking costs. For travel by public transportation (including, train, bus, or subway) all actual costs and expenses will be charged. For other travel, incl. airplane and hotel, all actual costs and accommodation expenses will be charged. Costs of external experts, advisers and auxiliaries engaged by WeWantMore may be recharged. Additional costs will also be charged for the review and analysis of any already existing legal protection or protectability of works, signs, creations, models, designs and other intellectual creations used by WeWantMore pursuant to Article 13.2, as well as in the event WeWantMore produced such creation. If and to the extent the Parties have agreed in Writing that WeWantMore will pursue the protection of the intellectual creations it has produced, all costs associated therewith, on top of the communicated price, shall be entirely borne by the Client. Costs for additional prints and colour proofs are likewise not included. Stock imagery and usage rights to photographic material will be invoiced separately. When purchasing an additional typeface or fonts, the licence agreement must be followed and costs will be additionally charged.
8.3 When purchasing an additional font, the terms of the licence agreement must be adhered to. Any additional costs regarding this font will be charged to the Client.
8.4 The Client is obliged to pay the price according to the Agreement. The Client shall pay all invoices within 15 days from the date of the invoice, unless otherwise specified. Advance payments shall be paid within 8 days from the date of the invoice. The advance payment is always 30% of the budget set out in the Agreement.
8.5 The price is determined by the current value of staff wages and the cost of materials. If these parameters increase, WeWantMore has the right to revise the price in accordance with this increase. If this increase exceeds 10% over one year compared to the initially budgeted amount, the Client shall, after notification of the new amount, be entitled, for a period of one month from such notification, to terminate the concerned Agreement.
8.6 The Client may make additional requests that fall outside the scope of an Agreement. These additional requests will be additionally charged by WeWantMore. In the absence of prior Written price agreement in this respect — where the initiative to obtain such agreement must be taken by the Client — the budget shall be based on WeWantMore’s then-current rates that shall be applied by means of unilateral decision to which WeWantMore is authorised by virtue of this Article.
8.7 The advance payment, which remunerates the commencement of the Services by WeWantMore, is non-refundable and shall, in case of dissolution or termination, be withheld by WeWantMore as minimum liquidated damages. This does not prejudice WeWantMore's right to claim additional compensation if its actual loss exceeds the retained advance payment.
8.8 If the Client fails to pay an invoice by the due date, WeWantMore may charge: (a) interest on the overdue amount at the rate of 10% per annum from the due date until payment is received in full; and (b) a fixed charge for recovery costs liquidated at 10% of the outstanding amount, plus reasonable recovery costs.
8.9 If the Client — after written notice of default — still fails to meet its payment obligations, WeWantMore is entitled to suspend the further performance of the Services in whole or in part until the Client has fully complied with its payment obligations.
8.10 Disputes regarding invoices must be made in Writing and within eight (8) days from the date of the invoice, specifying the date and number of the invoice and the grounds for dispute. The Client shall pay the undisputed portion of the invoice by the due date.
Article 9 – Complaints
9.1 All complaints relating to the Services delivered must irrespective of application of Article 8.10, be communicated by the Client to WeWantMore without delay and at the latest within a period of 5 days after delivery of the final Deliverable in accordance with Article 6.3 by registered or signed for letter. Complaints must in any case be made prior to the Client’s use or distribution of the final Deliverable. Complaints submitted outside the period set out in this Article shall not give rise to liability on the part of WeWantMore.
9.2 If WeWantMore has undertaken to deliver Products, defects affecting certain Products do not entitle the Client to reject an entire batch.
9.3 Products may, in their external characteristics (e.g. colour), differ from a prior digital preview or proof of any Deliverable. Such variance shall not qualify as a defect where minor, or where such variance does not materially affect the appearance or functionality of the Product or Deliverable.
Article 10 – Liability
10.1 This Article applies to all forms of liability arising out of or in connection with an Agreement, including contractual and non-contractual liability.
10.2 Nothing in an Agreement shall limit WeWantMore's right to enforce its rights and remedies under this Agreement or at law, including the right to claim damages and specific performance.
10.3 In the event that the Client alleges WeWantMore is in breach of its delivery obligations, the Client shall provide written notice of the same to WeWantMore and shall grant WeWantMore a reasonable grace period to comply with that obligation.
10.4 Any Party claiming damages for breach shall take all reasonable measures to mitigate its loss. Damages may be reduced when reasonable measures were available to mitigate the damage but were not taken.
10.5 WeWantMore shall not be liable for any consequential or indirect loss suffered by the Client or any third party, nor shall it be liable for any loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of turnover, or loss of business relationships. WeWantMore shall not be liable for any loss, damage or claims suffered or incurred by third parties as referred to in this Article 10.5 and shall have no obligation to indemnify or hold the Client harmless in respect thereof.
10.6 WeWantMore regularly collaborates, in the context of its Assignments, with a network of external partners, contractors and suppliers of materials. To the extent that WeWantMore depends on the cooperation, services, and deliveries of third parties for the performance of its obligations, WeWantMore shall not be held liable for any damage arising from their fault, including their gross negligence or wilful misconduct. Delays in, or failure of, deliveries by WeWantMore’s suppliers or partners, as well as errors or delays attributable to such third parties, shall expressly be deemed cases of force majeure as provided for in Article 20.
10.7 WeWantMore is not liable for the cost of the realisation and/or implementation of its designs.
10.8 Subject to Article 10.9, WeWantMore’s liability under an Agreement is limited to the total remuneration paid or payable under the concerned Agreement.
10.9 Notwithstanding the foregoing, nothing in an Agreement excludes or limits either Party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.
10.10 Neither Party shall be held liable for delay in the delivery of Deliverables or Products or total failure to deliver where such delay or failure to deliver is the direct result of circumstances beyond that Party’s control.
10.11 The Client expressly agrees to refrain from bringing any claim — also on the basis of any non-contractual legal ground — against the shareholders, directors, management, employees or freelance workers of WeWantMore that arises directly or indirectly from the existence or performance of any Agreement. This Article does not apply to claims for personal injury, death, or damage caused by fraud or wilful misconduct.
10.12 If the Client terminates, cancels or breaches an Agreement, for any reason, before delivery and acceptance of the Deliverables, the Client shall pay WeWantMore: (i) fees for all Services already provided and costs incurred; and (ii) compensation for lost profits, meaning 25% of the initial total price quotation, in accordance with the initial Offer, without prejudice to WeWantMore’s right to claim higher damages if it demonstrates that the actual damage is greater.
10.13 If performance of an Agreement is temporarily suspended for a period of at least three (3) months by the Client or must be suspended due to a reason attributable to the Client, the Client shall pay WeWantMore: (i) fees for all Services already provided and costs incurred and (ii) compensation for lost profits, meaning 25% of the initial total price quotation, in accordance with the initial Offer, without prejudice to WeWantMore’s right to claim higher damages if it demonstrates that the actual damage is greater.
10.14 The Client shall indemnify WeWantMore against all losses, costs and expenses arising from or in connection with any claim that the use of materials, content, data, or instructions provided by the Client infringes the intellectual property rights of any third party.
Article 11 – Suspension of execution
WeWantMore may suspend performance of an Agreement, subject to prior notice, if the Client fails to perform, or threatens not to perform, a material obligation under the Agreement due to: (a) the Client’s ability to perform its obligations being materially impaired; (b) the Client’s financial position has materially deteriorated such that its ability to perform its obligations is in jeopardy; or (c) an insolvency event occurs in relation to the Client (including administration, liquidation, or inability to pay debts).
Article 12 – Termination of an Agreement
12.1 WeWantMore may terminate a concluded Agreement by Written notice, without prior judicial intervention and without payment of any form of compensation if the Client commits a material breach of its obligations under the concerned Agreement. The foregoing is without prejudice to WeWantMore’s right to claim damages.
12.2 Without prejudice to those situations of material breach in which prior notice of default cannot have any useful effect, there shall in any case be deemed to be a material breach if the Client, after prior Written notice of default specifying the breach or suspension of an Agreement, fails to remedy it within a reasonable period and at the latest within 30 days after the notice of default or suspension .
12.3 The Client may terminate an Agreement by Written notice, without prior judicial intervention, if WeWantMore commits a material breach of this Agreement and fails to remedy it after the Client has pointed out the breach to WeWantMore in Writing and has granted WeWantMore a reasonable grace period of at least 30 days to remedy it.
12.4 Termination for cause attributable to WeWantMore shall not prevent it from being entitled to compensation for what it has performed or paid under the concerned Agreement.
Article 13 – Intellectual Property
13.1 To the extent that the Deliverables are created by WeWantMore pursuant to proposals made by WeWantMore, WeWantMore undertakes to retain for a period of at least three (3) years after termination of that Agreement the necessary documentation demonstrating that the Deliverables are the result of an original creative process within WeWantMore. WeWantMore warrants that (a) it owns or controls the economic rights (including copyright) in the Deliverables and has the right to transfer such rights to the Client; and (b) the natural persons involved in the creation of the Deliverables have waived the exercise of their moral rights in such creations to the extent that the exercise thereof would prejudice the Client in the normal use of the Deliverables (including by insisting on name attribution on such creations, objecting to adaptations). Save as expressly set out in this Article 13.1, WeWantMore gives no other warranty with respect to the Deliverables that are the consequence of its proposals. The Client acknowledges and accepts that WeWantMore has no duty to investigate the novelty, originality or availability of Deliverables it creates.
13.2 To the extent the Deliverables are created by WeWantMore as a consequence of proposals made by the Client or by third parties designated by the Client, WeWantMore bears no liability whatsoever for any infringement by such Deliverables of third parties’ intellectual property rights. In such case, the Client shall indemnify WeWantMore for all damages, costs, losses, claims or expenses resulting from claims by any third party on the grounds of the infringement, by the Deliverables referred to in this Article, of their intellectual property rights.
13.3 Upon first Written request from the Client, WeWantMore shall cooperate in the execution of any documents required to evidence the transfer of the rights concerned.
13.4 The transfer of intellectual property rights in any Deliverable created by WeWantMore relates only to the Deliverable as a whole and does not include a transfer of separate rights in individual elements, components, or parts of such Deliverables, which WeWantMore may continue to use provided such use does not thereby create confusion with the previously delivered Deliverables.
13.5 The assignment to realise company‑related Deliverables — including the creation of company names, logos, product or service marks, corporate identities or other similar creations — results in a transfer of the intellectual property rights in such Deliverables. The transfer shall take place at the moment the Client has performed all obligations owed to WeWantMore under any Agreement, including obligations that arise or are to be performed only in the future.
13.6 No transfer or licence of intellectual property rights in the Deliverables shall include or imply a transfer of rights in the processes used by WeWantMore to create such Deliverables.
13.7 WeWantMore in any case retains the right to use the designs to present its creations. All printing plates remain the property of WeWantMore.
13.8 All concepts or proposals put forward by WeWantMore shall remain the exclusive property of WeWantMore if they are not implemented. Such concepts or proposals shall be treated as strictly confidential by the Client and shall not be shared with third parties.
13.9 In the performance of the assignment under the Agreement, WeWantMore may make use of artificial intelligence (AI), automated software applications and other digital tools to support research, analysis, the processing of information and other activities. WeWantMore shall nevertheless remain responsible at all times for the quality of the services provided and shall ensure that all results are reviewed, verified and, where necessary, adapted on the basis of human expertise, professional knowledge, insights and experience. The remaining provisions of this Article 13 shall continue to apply in full and without limitation.
13.10 WeWantMore shall take reasonable and appropriate measures to safeguard the confidentiality of the information provided by the Client. When using AI tools, WeWantMore shall, to the extent reasonably practicable and having regard to the nature of the services, avoid the processing of confidential information or personal data in a manner that is contrary to applicable laws or regulations or to the Client’s legitimate interests.
Article 14 – Confidential Information
14.1 Each Party undertakes not to disclose at any time the other Party’s Confidential Information, save in accordance with the exceptions set out in this clause.
14.2 A Party may disclose Confidential Information to its Affiliates, employees, representatives and advisers where necessary to perform its obligations under an Agreement or to defend its position in legal proceedings. That Party undertakes to ensure that the Affiliates, employees, representatives and advisers with whom the Confidential Information was shared shall comply with the obligations in these provisions.
14.3 Confidential Information may also be disclosed where required by Law, ordered by a court of law or required by a governmental authority.
14.4 In any event, a Party shall not use the other Party’s Confidential Information for any purpose other than the performance of that Agreement.
14.5 If an Agreement is terminated before the Deliverables are delivered, the Client is obliged to immediately return all Confidential Information it received in performance of the Agreement.
Article 15 – Marketing
15.1 Subject to prior written approval, the Parties are free to use each other’s name and logo for marketing purposes. Such purposes may include, but are not limited to:
a) displaying the other Party’s brands and logos on the Party’s website(s) or social media posts;
b) advertising the other Party’s brand name(s) on keyword and context-based advertising platforms;
c) referring to the other Party’s brand(s) in the Party’s written communications (such as PR, blog posts, articles, sales materials, etc.).
15.2 The prior Written approval required by this provision shall not be unreasonably withheld by the Parties.
15.3 In any form of marketing by the Client in connection with the performance of an Agreement, the name of WeWantMore and, where applicable, the photographer shall be mentioned.
15.4 In any form of marketing by the Client, the services rendered by WeWantMore in connection with an Agreement shall be presented in good faith. At a minimum, the Client shall reserve for WeWantMore the role of concept creator and designer.
Article 16 – Anti-money laundering, anti-bribery and anti-corruption obligations
16.1 Each Party:
a) shall comply with all applicable legislation relating to anti-bribery and anti-corruption;
b) shall, during the term of any Agreement, have in place its own policies and procedures to ensure compliance with such legislation, and shall maintain them where necessary;
c) shall not offer, promise, give, request, or accept any bribe or improper financial or other advantage in connection with an Agreement, and shall procure that its officers, employees, contractors and agents, do not do so;
d) shall immediately report to the other Party any request or solicitation for any improper or suspicious financial or other advantage, of any kind, received in connection with the performance of an Agreement;
e) shall immediately notify the other Party in Writing if a government official becomes an officer or employee of, or acquires a direct or indirect interest in, the Party concerned and each Party warrants that it has no such government officials as direct or indirect owners, officers, or employees as of the date of any Agreement.
16.2 Each Party undertakes that all agents, subcontractors and other members of its undertaking who provide services in connection with any Agreement shall do so only on the basis of a written agreement that imposes equivalent obligations to those in this Article.
16.3 A breach of this provision shall be regarded as a material breach as referred to in Article 12.1 and Article 12.3 respectively.
Article 17 – Non-solicitation
The Client shall refrain from soliciting, recruiting or otherwise engaging, whether directly or indirectly, including through affiliated companies, any employees, agents or representatives of WeWantMore during the term of the Agreement and for a period of one (1) year following the termination or expiry of the Agreement. In the event of a breach of this non-solicitation obligation by the Client, WeWantMore shall be entitled, without prior judicial intervention, to charge the Client a fixed amount of EUR 15,000 (fifteen thousand euros) as liquidated damages, without prejudice to any other rights or remedies available to WeWantMore under the Agreement or applicable law.
Article 18 – GDPR
The Parties undertake to comply with all applicable data protection legislation, including Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”). To the extent that WeWantMore processes personal data on behalf of the Client, the Parties shall, where required, enter into a separate data processing agreement. The Client warrants that all personal data provided to WeWantMore has been lawfully obtained and that the Client is entitled to disclose such personal data to WeWantMore for the purposes of the performance of the Agreement.
Article 19 – Assignment of Obligations
An Agreement is personal to each Party and neither Party shall assign, transfer or novate its rights or obligations under the Agreement, in whole or in part, to third parties without the prior written consent of the other Party. Where a Party intends to assign to an Affiliate, it must notify the other Party in advance, and such consent shall not be unreasonably withheld or delayed.
Article 20 – Force Majeure
20.1 The Parties shall not be obliged to perform an obligation under any Agreement, with the exception of a payment obligation, if performance is prevented, hindered, or delayed by any circumstance beyond their reasonable control and which makes the performance of the obligation concerned—whether temporarily or permanently—impossible or unreasonably onerous. This includes, but is not limited to: war, military action, terrorist activities, vandalism, governmental action, weather conditions, natural disasters, a pandemic, an epidemic, strikes, delay or failure by WeWantMore’s suppliers to perform their obligations, and strikes or any other cause that would result in production or supply being impeded, where such delay or failure is itself caused by an event that would constitute force majeure under this Article.
20.2 If force majeure continues for more than ninety (90) days, either Party may terminate an Agreement by giving written notice. Upon termination, the Client shall pay for all Services performed and costs incurred, but neither Party shall have further liability.
Article 21 – General provisions
21.1 If any provision or part of a provision of an Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but this shall not affect the validity or enforceability of the remaining provisions of this Agreement.
21.2 Where a provision is removed from the Agreement pursuant to Article 21.1, the Parties shall negotiate in good faith a new provision that achieves, as far as possible, the same commercial result.
21.3 Any annex to an Agreement signed by the Parties forms an integral part of the Agreement.
21.4 Any notice or other form of communication given by a Party pursuant to a provision of an Agreement shall be in writing and shall be sent by post or by email to the address specified by the concerned Party in writing from time to time. Notices sent by post or courier are deemed received on delivery. Notices sent by email are deemed received on transmission, subject to the possibility to present a (technical) notification of receipt.
21.5 No delay by a Party in enforcing any provision of an Agreement or in exercising any right or remedy shall constitute a waiver of that provision, right, or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A waiver of a breach of any provision of an Agreement shall not be deemed to be a waiver of a breach of any other provision.
21.6 The headings used in these General Terms and Conditions are for convenience only and no right or limitation of a right may be derived from the headings or from the placement of a provision under any heading.
Article 22 – Choice of forum and applicable law
22.1 If the Offer is signed by the Belgian company WeWantMore NV, Belgian Law shall apply to the Agreements. In that case, the Enterprise Court of Antwerp, Antwerp division, shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement, and the Parties irrevocably submit to the exclusive jurisdiction of such court.
22.2 If the Offer is signed by the British company WeWantMore LTD, the Laws of England and Wales shall apply to the Agreement. In that case, the courts of England and Wales shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement, and the Parties irrevocably submit to the exclusive jurisdiction of such courts.
22.3 If the Client is established outside the European Union or the United Kingdom, WeWantMore has the right to elect to have any dispute arising out of or in connection with any Agreement falling within the scope of these General Terms and Conditions settled by arbitration. In such case, arbitration shall be conducted in accordance with the CEPANI Arbitration Rules by a sole arbitrator appointed in accordance with those rules. The seat of arbitration shall be Antwerp. The language of the arbitration shall be English.