Terms & Conditions

Proof of Pixel – VAT BE1000359515
Last updated: 27 October 2025
Contact: business@proofofpixel.agency


  1. Definitions
    • Client: the natural person or legal entity that accepts a quote or places an order.
    • Consumer: a natural person acting for purposes outside their trade, business, craft, or profession.
    • In Writing / Written: includes email and e-signature.
    • Start Date: the date of order confirmation or as stated in the quote.
    • Deposit Date: the date the deposit is received by Proof of Pixel.



  2. Scope & Applicability

1.1 These Terms apply to all quotes, assignments, and agreements of Proof of Pixel, notwithstanding any conflicting provisions in the Client’s documents.
1.2 By approving a quote or confirming an order, the Client confirms having read and accepted these Terms.


  1. Quotes & Formation of Agreement

2.1 Quotes are valid for 14 calendar days unless stated otherwise and are non-binding until accepted by the Client.
2.2 The agreement is formed when the Client confirms the quote unchanged (email/e-signature) or places an order; it replaces all prior agreements and communications.
2.3 Quotes are indivisible: partial execution does not entitle the Client to partial pricing unless explicitly agreed.
2.4 Work starts after receipt of the deposit (unless stated otherwise).
2.5 Quotes do not automatically apply to future assignments.


  1. Cancellation

3.1 Cancellation is possible as long as Proof of Pixel has not started, subject to a 25% cancellation fee (minimum €200).
3.2 If work has started, the Client pays for (i) completed services and incurred costs, plus (ii) 30% of the remaining quoted balance.


  1. Planning, Deadlines & Client Inputs

4.1 Planned (interim) delivery dates are indicative unless explicitly agreed in writing as binding.
4.2 Client delay rule: if the Client provides input/content/access/feedback late or changes scope, any (binding) deadlines are automatically extended accordingly. Billing milestones remain unchanged (see Article 6).
4.3 The Client provides all required information, materials, access, and decisions in a timely manner and reviews (interim) deliverables within the requested timeframe.


  1. Delivery, Testing & Warranty (Web/Project Work)

5.1 Proof of Pixel delivers an obligation of means/best efforts, not an obligation of result.
5.2 The Client must test each (pre)version within 30 days after it is made available and report defects in writing, clearly and reproducibly (including environment/versions/screenshots/steps). Proof of Pixel will remedy within a reasonable time to the extent within its control.
5.3 Exclusions: incorrect/unauthorized use; modifications by the Client/third parties; hosting/network/power issues; third-party software; data loss; force majeure. Fixes outside warranty are billed at standard rates.
5.4 If remedy is not reasonably possible, liability is limited to a proportional discount for the non-delivered elements (per the accepted quote).


  1. Prices, Invoicing & Payment

6.1 Unless stated otherwise, prices are exclusive of VAT and follow this schedule:
• Installment 1 – 40% deposit: payable upon order/signature.
• Installment 2 – 60% time-based: automatically invoiced 5 weeks after receipt of the deposit, regardless of project progress and regardless of Client delays.
6.2 Invoices are payable on the due date via bank transfer or automatic collection (see 6.5).

6.3 Late Payment
• B2B: automatically and without notice of default: statutory (commercial) late-payment interest + €40 fixed recovery fee, without prejudice to higher proven recovery costs.
• B2C: statutory interest and reasonable recovery costs in accordance with consumer protection law.

Non-payment of one overdue invoice renders all other invoices (including not-yet-due) immediately payable and entitles Proof of Pixel to suspend performance (including temporarily taking systems offline after reminder). Payments are applied to the oldest outstanding debt.

6.4 Recurring Services

Recurring services (hosting/maintenance/licenses) are invoiced annually and may be indexed annually. Price changes will be announced in advance.

6.5 Monthly Services (Auto-Collection)

The Client authorizes automatic collection (card or SEPA). If auto-collection fails, a 14-day payment term applies.

6.6 Additional Work / Scope Changes

Additional work and scope changes are confirmed in advance and billed separately (time & materials or an additional quote).


  1. Subscriptions (Term, Renewal, Termination)

7.1 Initial term: subscriptions have a minimum duration of 3 months from the Start Date. Early termination during this period is not possible unless Proof of Pixel agrees in writing, in which case remaining months are payable.
7.2 Automatic renewal: after the initial term, renewal is monthly.
7.3 Termination (B2B): after the initial term, cancellable with 1 month notice from receipt of termination (by email to business@proofofpixel.agency unless another address is specified). Termination becomes effective at the end of the following calendar month.
7.4 Termination (B2C): after the first renewal, the Consumer may terminate at any time without penalty, with 1 month notice (always within legal maximum notice periods).
7.5 Billing & termination month: subscriptions are billed monthly in advance. Termination does not affect the current invoiced month; started/invoiced months are non-refundable.

Mandatory consumer box text (to place on front of contract/quote, bold and boxed):
“This subscription is automatically renewed monthly after the initial 3-month period. You can object by sending termination to business@proofofpixel.agency no later than 1 month before the end of the current month. After the first renewal, you can terminate at any time with 1 month notice.”


  1. Complaints & Invoice Disputes

8.1 Complaints regarding (interim) deliverables must be submitted within 8 days after (interim) delivery, reasoned, and in writing (registered letter or email with confirmation of receipt).
8.2 Invoice disputes must be submitted within 8 days from the invoice date. If not disputed in time, the invoice is deemed definitively accepted.


  1. Liability (General)

9.1 Proof of Pixel acts with due care (best efforts) and is not liable for errors caused by incorrect/incomplete input or unauthorized changes by the Client/third parties.
9.2 Total contractual and extra-contractual liability is limited to the invoice value of the relevant component. Indirect/consequential damages (loss of profit, data loss, reputational damage, business interruption) are excluded, except in cases of intent.
9.3 Proof of Pixel may engage third parties; its liability does not exceed what such third party accepts.


  1. Software, Data & Backups

10.1 Error-free operation of IT systems can never be guaranteed. The Client is responsible for adequate backups and data security. Proof of Pixel is not liable for (corruption of) data or restoration of data files.


  1. Intellectual Property & Right of Retention

11.1 Unless agreed otherwise in writing and after full payment:
a) Visual design: assignment/transfer of copyrights to the broadest extent permissible by law.
b) Code/themes/plugins/CMS: non-exclusive, non-transferable license to use; source code and development tooling remain the property/licensed assets of Proof of Pixel or third parties, unless separately transferred.
c) Third-party content (stock/photos/illustrations/fonts): usage per respective licenses; Proof of Pixel provides no warranty of rights beyond those licenses.
11.2 Until full payment, Proof of Pixel retains a right of retention and may temporarily restrict access/implementation.


  1. Hosting & Domain

12.1 Hosting and domains may be provided via specialized partners under their SLA (available upon request).
12.2 Hosting is billed per calendar year or via maintenance contract; termination requires at least 2 months notice before renewal (registered letter or email with confirmation of receipt). Late termination means the next year is due.
12.3 Content on systems remains the responsibility of the Client.
12.4 Backups made by Proof of Pixel (if any) are internal and without guarantee; the Client remains responsible.
12.5 Exceeding package limits results in automatic upgrade with pro-rata billing.


  1. Source Files

13.1 Source files are not delivered by default. Buy-out is possible for an additional fee and written agreement.


  1. Termination for Breach

14.1 In case of material breach not remedied within 8 days after formal notice (registered letter), Proof of Pixel may (i) suspend or (ii) terminate immediately. Non-payment is always a material breach.
14.2 Upon termination: payment for all delivered services + expenses, plus 30% of the remaining quoted balance. Deposits are non-refundable. Proof of Pixel may claim higher proven damages.


  1. Confidentiality

15.1 Parties keep confidential information and trade secrets confidential, including after the agreement ends.


  1. Data Protection (GDPR)

16.1 For hosting/technical services, Proof of Pixel acts as processor and the Client as controller. The Client warrants lawful basis, information duties, and data subject rights compliance.
16.2 Proof of Pixel processes contact details of Client contacts for client management and delivery; data subjects have access and rectification rights.
16.3 A separate Data Processing Agreement (DPA) can be concluded upon request; in case of conflict, the DPA prevails.


  1. References & Credit Link

17.1 The Client agrees Proof of Pixel may reference the work in its portfolio.
17.2 A discreet subfooter credit link to Proof of Pixel is placed by default. Removal can be agreed for a one-time fee of €60.


  1. Force Majeure

18.1 Force majeure (including strikes, government measures, third-party outages, power/network issues) temporarily and proportionally releases Proof of Pixel from obligations without compensation.
18.2 If force majeure continues, parties may revise or terminate by mutual agreement; delivered services remain payable.


  1. Severability

19.1 If any provision is invalid, the remaining provisions remain in force. Parties replace the invalid provision with one that best matches the original intent.


  1. Governing Law & Jurisdiction

20.1 Belgian law applies. Exclusive jurisdiction: courts of Antwerp for B2B, without prejudice to Proof of Pixel’s right to sue in the Client’s jurisdiction where applicable.


  1. Project-Specific (Development/Creative)

21.1 The first (interim) version is delivered within the timeframe stated in the quote, subject to timely Client input/feedback.
21.2 If written feedback is not provided within 14 days after sending an (interim) version, that version is deemed approved.
21.3 Websites are typically built on standard technology (e.g., WordPress + theme). Not everything is infinitely customizable.
21.4 Without a maintenance contract, post-delivery support is not included and is billed at the hourly rate.
21.5 The Client owns their domain name. If moved, the hosting environment at Proof of Pixel expires/ends.


  1. Social Media Management & Paid Advertising

Access & Cooperation

22.1 The Client provides all required access (Meta/Instagram, Facebook, Google Ads, TikTok Ads, X Ads, LinkedIn, etc.) and is responsible for the accuracy/rights of supplied texts/images/claims.

Campaign Setup & Go-Live

22.2 For advertising packages, Proof of Pixel delivers a campaign proposal. If no comments are received within 5 business days, Proof of Pixel may launch campaigns as proposed.

Budget & Pauses

22.3 Proof of Pixel spends the purchased budget during the campaign period. Unspent budget rolls over to the next campaign month. Packages with a term of ≥ 3 months may be paused once for up to 1 month (not in the first or last month), without extending the total term.

Ownership & Data

22.4 Client accounts/profiles remain Client property. Campaign settings/structures/scripts/templates/analytical models created by Proof of Pixel remain Proof of Pixel property. Export of raw platform data is possible where platforms allow.

Best Efforts & Platform Risk

22.5 Proof of Pixel provides best efforts and does not guarantee results (algorithms/auctions/policies change). Rejection, restriction, or bans by platforms are outside Proof of Pixel’s responsibility.

Platform Policy Compliance

22.6 The Client is responsible for compliance with platform rules (Meta/Google/TikTok/X/LinkedIn, etc.). Proof of Pixel may refuse or adjust ads if they (may) violate law or platform policies. Delays/extra work caused by required changes are billed time & materials.

Reporting

22.7 Reporting is provided where possible on a monthly basis and is indicative (measurement fluctuations, attribution changes, platform latency).


  1. Maintenance, Licenses & Updates

23.1 Without a maintenance contract, Proof of Pixel does not guarantee updates or security patches.
23.2 Licenses for themes/plugins are provided under third-party terms; expired licenses may limit functionality.
23.3 Major CMS/plugin updates may impact custom work; fixes are billable as additional work.


  1. Security, Accounts & Passwords

24.1 The Client manages their own accounts, 2FA, and passwords and shares them via secure channels.
24.2 Misuse by third parties via Client accounts is outside Proof of Pixel’s liability.


  1. Changes & Additional Work

25.1 Changes that affect functionality/scope/planning are confirmed via change request.
25.2 Financial/quality implications are additionally payable; Proof of Pixel informs the Client in advance.


  1. Non-Solicitation (B2B)

26.1 During the collaboration and for 12 months thereafter, the Client shall not actively solicit employees/regular freelancers of Proof of Pixel without prior written consent. Breach results in liquidated damages equal to three months’ salary or three months of average invoicing for the person involved (whichever is higher), without prejudice to higher proven damages.


  1. Communication & Evidence

27.1 Parties recognize email as valid evidence.
27.2 Work logs, interim acceptances, and timesheets may be confirmed digitally.