Terms and Conditions

1. Legal Entity

This website and all services offered under the brand spark*us are operated by A. de Caritat SRL, registered in Belgium under VAT number BE0789.805.870, with registered office at Rue de la Cambre 290, 1200 Brussels. spark*us is a commercial brand of A. de Caritat SRL.

2. Scope of Services

spark*us provides strategy, creative concepts, content production, experience design, and media activation services, organized around three service lines:

– *Content: creative concepts, brand storytelling, video, photo, design, campaigns, content systems, and AI-assisted production.

– *Experience: brand and creative strategy, UX research, customer journey mapping, service design, CX, and brand experience.

– *Media: media strategy, planning and buying, performance marketing, paid media (Meta, Google, programmatic), traffic acquisition, SEO/GEO, data analytics, and growth.

Each engagement is governed by a separate proposal, quotation, or statement of work (the “Offer”), which defines the specific scope, deliverables, timeline, and fees. In the event of any conflict between these Terms and a signed Offer, the Offer prevails.

3. Acceptance

These Terms & Conditions are incorporated by reference into every Offer. Any of the following constitutes full acceptance:

– signature of the Offer by the Client;

– written confirmation by email or other documented means;

– commencement of execution of the services.

The Client acknowledges having read, understood, and accepted these Terms prior to the start of any engagement.

4. Fees & Payment

4.1 Pricing

All fees are defined in the Offer. Unless otherwise stated, fees are exclusive of VAT. Any applicable VAT will be applied in accordance with Belgian law.

4.2 Advance Payments

A. de Caritat SRL may require an advance payment prior to commencement. The standard advance is 30% of the total estimated fee unless otherwise agreed in the Offer. Work will commence upon receipt of the agreed advance.

4.3 Invoicing & Payment Terms

Invoices are issued by A. de Caritat SRL. Unless otherwise agreed:

– payment is due within 30 calendar days of invoice date;

– payment shall be made by bank transfer to the account indicated on the invoice;

– a remittance advice referencing the invoice number should accompany each payment.

4.4 Late Payment

In the event of late payment:

– interest shall accrue automatically at the statutory rate applicable under Belgian law (as per the Act of 2 August 2002 on combating late payment), from the due date until full payment;

– a flat administrative fee of €40 shall be due automatically, without prior notice;

– A. de Caritat SRL reserves the right to suspend all ongoing services until full payment is received, without liability for any resulting delay or damage.

4.5 Third-Party Media Spend

Where A. de Caritat SRL manages media budgets on behalf of the Client (paid media, advertising platforms, media buying), the following applies:

– third-party media spend is billed separately from service fees, either directly by the platform or via A. de Caritat SRL as intermediary;

– A. de Caritat SRL makes no representation as to the availability, pricing, or performance of any third-party media inventory;

– performance estimates and projections (impressions, CPM, CPC, ROAS, reach, etc.) are indicative only and do not constitute guarantees of results;

– the Client acknowledges that A. de Caritat SRL’s liability is strictly limited to its own service fees, not to the outcome of media campaigns or third-party platform decisions;

– where media budgets are managed by A. de Caritat SRL, the Client remains responsible for approving the media plan prior to commitment.

5. Scope, Revisions & Changes

5.1 Included Revisions

Unless otherwise specified in the Offer, the following revision rounds are included as standard:

– Creative & Content work: up to 2 rounds of revisions following presentation of an initial concept.

– Experience & UX work: up to 2 rounds of feedback integration per defined deliverable.

– Media: one round of adjustments per validated media plan.

Revisions beyond the included rounds will be charged at the applicable day rate or hourly rate as defined in the Offer or current rate card.

5.2 Scope Changes

Any modification to the agreed scope, deliverables, timeline, or team composition requested by the Client may result in additional costs and extended timelines. A. de Caritat SRL will notify the Client in writing before proceeding with such changes. No additional work will commence without written Client approval.

6. Client Responsibilities

The Client agrees to:

– provide accurate, complete, and timely information required for the execution of the services;

– ensure availability of relevant stakeholders for briefings, feedback sessions, and validation within agreed timelines;

– validate deliverables within a maximum of 10 business days of submission, unless otherwise agreed;

– inform A. de Caritat SRL of any legal, regulatory, or compliance constraints applicable to the deliverables prior to commencement;

– ensure that any materials, assets, or content provided to A. de Caritat SRL do not infringe any third-party rights (IP, copyright, image rights, trademarks, data protection).

Any delay, omission, or error attributable to the Client that impacts timelines or quality of delivery shall be at the Client’s sole risk. A. de Caritat SRL shall not be held liable for consequences arising from the Client’s failure to fulfil these responsibilities.

7. Collective Model & Third Parties

spark*us operates as a flexible collective. A. de Caritat SRL may engage independent experts, partners, subcontractors, or sparkers to deliver services. A. de Caritat SRL remains the sole contractual counterparty and point of contact for the Client throughout the engagement. The Client has no contractual relationship with individual collaborators.

A. de Caritat SRL selects collaborators based on seniority and mission fit, and takes responsibility for coordinating and overseeing their contributions. Where services are delivered in whole or in part by independent collaborators or subcontractors, A. de Caritat SRL shall ensure that such collaborators are bound by confidentiality, intellectual property, and quality obligations consistent with those applicable under these Terms.

A. de Caritat SRL’s liability towards the Client for the acts or omissions of such collaborators shall be limited to the same extent as its liability for its own acts under these Terms. A. de Caritat SRL shall not be liable for delays or failures attributable to third-party suppliers beyond its reasonable control.

Any client assets (files, footage, data, access credentials) provided to third-party collaborators are handled under confidentiality obligations consistent with those binding A. de Caritat SRL directly.

8. Intellectual Property

8.1 Final Deliverables

Upon full and final payment of all outstanding invoices related to the relevant mission, as well as any other undisputed invoices issued by A. de Caritat SRL to the Client at the time of delivery, the Client is granted a non-exclusive, perpetual licence to use the final approved deliverables for the purposes defined in the Offer. Until full payment is received, the Client shall not use, publish, or distribute any deliverable. Unless explicitly agreed otherwise in writing, this licence is limited to the defined scope of use (territory, medium, duration, and purpose).

8.2 spark*us Assets & Pre-Existing IP

All methodologies, tools, frameworks, templates, processes, creative approaches, and pre-existing materials developed by or belonging to A. de Caritat SRL remain its exclusive property and are not transferred to the Client. These may be reused by A. de Caritat SRL for other clients or missions.

8.3 Concepts Not Selected

Creative concepts, strategic proposals, or design directions not selected or approved by the Client remain the full and exclusive property of A. de Caritat SRL and may not be used, reproduced, adapted, or shared by the Client without prior written consent.

8.4 Client-Provided Materials & Third-Party Assets

The Client warrants that all materials, content, data, images, and assets provided to A. de Caritat SRL for use in the services are owned by the Client or properly licensed, and do not infringe any third-party rights. The Client shall indemnify and hold harmless A. de Caritat SRL from any claims, losses, or costs arising from any infringement or breach of this warranty.

A. de Caritat SRL warrants that it shall use reasonable efforts to ensure that deliverables do not incorporate third-party intellectual property rights without appropriate authorisation. However, where third-party assets (images, fonts, music, footage, software) are incorporated at the Client’s request or based on Client-provided references or approved creative direction, the Client assumes responsibility for clearing the relevant rights. A. de Caritat SRL shall not be liable for infringement claims arising from assets explicitly requested, referenced, or approved by the Client.

8.5 Moral Rights

A. de Caritat SRL and its collaborators retain applicable moral rights over creative works. The Client shall not alter, distort, or present deliverables in a way that damages the professional reputation of A. de Caritat SRL or its collaborators without prior written agreement.

9. Liability

9.1 Nature of Obligation

A. de Caritat SRL is bound by an obligation of means (obligation de moyens), not an obligation of result (obligation de résultat). This applies across all service lines, including creative, experience, and media work. The commitment is to apply professional skill, diligence, and reasonable effort — not to guarantee a specific commercial, creative, or performance outcome.

9.2 Cap on Liability

To the fullest extent permitted by applicable Belgian law, the total aggregate liability of A. de Caritat SRL to the Client — whether in contract, tort, or otherwise — arising out of or in connection with any engagement shall not exceed the total fees actually paid by the Client to A. de Caritat SRL under the relevant Offer during the 12 months preceding the event giving rise to the claim.

9.3 Exclusion of Indirect & Consequential Damages

A. de Caritat SRL shall not be liable, under any circumstances, for:

– loss of revenue, profit, or anticipated savings;

– loss of business, contracts, or commercial opportunities;

– loss or corruption of data;

– reputational damage;

– indirect, incidental, special, or consequential damages of any kind;

– claims or losses arising from platform decisions (algorithm changes, account suspensions, policy updates by Meta, Google, LinkedIn, or other media platforms);

– losses caused by the Client’s reliance on indicative performance estimates, projections, or targets provided by A. de Caritat SRL;

– losses arising from delays, errors, or actions of third-party suppliers, media owners, printers, technology platforms, or subcontractors not directly controlled by A. de Caritat SRL.

9.4 Media & Performance Disclaimer

In respect of media activation, paid media, performance marketing, and any form of digital advertising:

– all projections (reach, impressions, CPM, CPC, ROAS, leads, conversions) are estimates based on available data and industry benchmarks at the time of planning;

– A. de Caritat SRL does not guarantee any specific media or campaign results;

– actual performance may vary materially due to factors outside A. de Caritat SRL’s control, including audience behaviour, competitive landscape, platform algorithms, seasonality, and budget allocation decisions made by the Client;

– budget overdelivery or underdelivery by a media platform does not constitute a breach by A. de Caritat SRL;

– the Client accepts full responsibility for any media budget committed and spent on third-party platforms, subject to the agreed media plan.

9.5 Liability for Collaborator Acts

A. de Caritat SRL’s liability for acts or omissions of independent collaborators, sparkers, or subcontractors engaged to deliver services is subject to the same cap and exclusions as its liability for its own acts, as set out in §9.2 and §9.3. A. de Caritat SRL shall not be liable for any failure, delay, or error by a collaborator that results from circumstances beyond A. de Caritat SRL’s reasonable control or supervision, provided that A. de Caritat SRL has taken reasonable steps to select, brief, and oversee the relevant collaborator.

9.6 Client Content Indemnification

The Client shall indemnify, defend, and hold harmless A. de Caritat SRL and its collaborators against any claims, damages, costs, and expenses (including reasonable legal fees) arising from:

– the content, subject matter, or messaging of any advertising materials or content provided or approved by the Client;

– any infringement of third-party intellectual property rights in Client-provided materials;

– any inaccuracy, omission, or misleading element in information or content provided by the Client;

– the Client’s use of deliverables outside the agreed scope of use;

– third-party assets incorporated into deliverables at the Client’s explicit request or based on Client-approved creative direction.

9.7 Client Property

Any materials, assets, files, or equipment made available by the Client to A. de Caritat SRL remain at the Client’s risk. A. de Caritat SRL shall take reasonable care but shall not be liable for any loss, damage, or misuse of Client property in the absence of proven gross negligence on A. de Caritat SRL’s part.

9.8 Insurance

A. de Caritat SRL maintains appropriate professional indemnity and civil liability insurance coverage for its activities. Details are available upon reasonable written request. The Client is responsible for maintaining its own insurance covering its property, data, and business activities.

10. Confidentiality

Both parties agree to treat as confidential any non-public information exchanged in the context of their collaboration, including but not limited to business strategies, pricing, client lists, methodologies, and creative work. This obligation shall survive termination of the engagement for a period of 3 years.

Neither party shall use the other’s trade name, trademarks, or logos in any public announcement without prior written approval. A. de Caritat SRL may, with the Client’s prior consent (not to be unreasonably withheld), reference the Client’s name and the nature of services rendered for portfolio and case study purposes.

11. Timeline & Delivery

Timelines set out in Offers are indicative unless explicitly agreed in writing as binding deadlines. A. de Caritat SRL will make reasonable efforts to meet agreed timelines.

Delays attributable to the Client (late feedback, unavailability, late approvals, late payment) or to third parties beyond A. de Caritat SRL’s reasonable control shall automatically extend delivery timelines without liability on A. de Caritat SRL’s part, and may give rise to additional fees.

12. Termination

Either party may terminate an engagement with written notice. In the event of termination:

– all work performed and costs incurred up to the date of termination remain fully payable by the Client;

– any third-party commitments already placed by A. de Caritat SRL on the Client’s behalf (media bookings, supplier contracts, etc.) shall be assigned to the Client or remain payable by the Client;

– any advance payments made are non-refundable for work already commenced.

In the event of non-payment, A. de Caritat SRL shall send a formal written notice to the Client. If payment is not received within 8 business days of such notice, A. de Caritat SRL may suspend all ongoing services and/or terminate the engagement by written notice, without further liability, and shall be entitled to claim all outstanding fees plus applicable interest and damages.

In the event of any other material breach by the Client, A. de Caritat SRL shall send a formal written notice specifying the breach. If the breach is not remedied within 8 business days, A. de Caritat SRL may terminate the engagement by written notice and claim damages in addition to all outstanding fees.

13. Non-Solicitation

13.1 Non-Solicitation by the Client

The Client agrees not to directly or indirectly solicit, recruit, hire, or engage — in any capacity whatsoever — any collaborator, sparker, independent expert, or subcontractor who has been involved in any spark*us engagement or commercial process with the Client. This obligation applies:

– from the date of first contact between the Client and any such collaborator in the context of any commercial process involving spark*us, including pitches, exploratory meetings, briefings, proposals, and presentations, regardless of whether a mission is subsequently awarded to A. de Caritat SRL;

– throughout the duration of any active mission; and

– for a period of 12 months following the end of the last mission or commercial process in which the relevant collaborator was involved.

This prohibition covers any form of direct or indirect engagement, including but not limited to employment contracts, freelance or consulting arrangements, service agreements, referrals or introductions through third parties, or any other professional or commercial relationship, whether remunerated or not.

In the event of a breach of this clause, the Client shall owe A. de Caritat SRL a lump sum indemnity equal to 6 months of the relevant collaborator’s average monthly fees as invoiced to or estimated by A. de Caritat SRL, without prejudice to any additional damages A. de Caritat SRL may seek. This indemnity is due per collaborator concerned.

13.2 Reciprocal Protection

A. de Caritat SRL warrants that it imposes equivalent non-solicitation obligations on its collaborators with respect to Clients introduced or served through spark*us. Collaborators engaged by A. de Caritat SRL are contractually prohibited from approaching, soliciting, or entering into any direct professional or commercial relationship with spark*us Clients outside of the spark*us framework, without the prior written consent of A. de Caritat SRL.

This reciprocal protection ensures that the Client’s relationship with spark*us is not bypassed from either direction, and that the integrity of the collective model is preserved for the benefit of all parties.

14. Data Protection

Both parties shall comply with applicable data protection legislation, including the General Data Protection Regulation (GDPR). To the extent that personal data is processed in the context of services, each party shall act as an independent controller for its own processing activities. Where A. de Caritat SRL processes personal data on behalf of the Client, a data processing agreement shall be put in place if required.

A. de Caritat SRL’s Privacy Policy, available at sparkus.be, governs the processing of personal data related to the Client’s contacts and representatives.

15. Force Majeure

A. de Caritat SRL shall not be liable for any delay or failure to perform its obligations where such failure results from circumstances beyond its reasonable control, including but not limited to: natural disasters, strikes, cyberattacks, government actions, platform outages, or pandemic-related restrictions. In such cases, A. de Caritat SRL shall notify the Client promptly and both parties shall make reasonable efforts to mitigate the impact.

16. Governing Law & Dispute Resolution

These Terms are governed exclusively by Belgian law. In the event of any dispute arising out of or in connection with these Terms or any Offer, the parties shall first attempt to resolve the matter amicably within 30 days of written notice.

Should the parties fail to reach an amicable resolution within the 30-day period, they may, by mutual written agreement, refer the dispute to a neutral mediator prior to initiating court proceedings. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

Failing amicable resolution or mediation, the dispute shall be submitted to the exclusive jurisdiction of the courts of Brussels (French or Dutch-speaking, as applicable).

17. Entire Agreement & Amendments

These Terms, together with any signed Offer, constitute the entire agreement between the parties with respect to the services and supersede all prior discussions, representations, or agreements. No variation of these Terms shall be effective unless agreed in writing by both parties.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Questions? hello@sparkus.be · sparkus.be