These terms and conditions apply throughout the entire duration of the commercial relationship between Bright Lights, a private limited company with registered office at Schaliënhoevedreef 20-T, 2800 Mechelen, Belgium, registered under company number 1015.457.663 (“Bright Lights”), and the Client, including for future orders, even if these general terms and conditions of sale are not expressly referenced.The Client acknowledges and confirms, prior to any transaction, having read and accepted these terms and conditions, and expressly agrees to them by the mere execution of the transaction.
The Client’s general (purchase) terms and conditions shall never apply, even if they contain provisions similar to those set out herein. Any deviations from these general terms and conditions shall only be binding on Bright Lights if expressly confirmed in writing by its managing director.
Orders and quotations are only binding if made in writing. They are exclusively governed by these terms and conditions.
Article 2 – TERMS OF EXECUTION
Bright Lights undertakes to perform the agreed services to the best of its ability and in accordance with professional standards. However, the obligations of Bright Lights shall expressly be regarded as obligations of means, not obligations of result.
If and to the extent that, in the opinion of Bright Lights, proper execution of the Agreement so requires, Bright Lights reserves the right to subcontract certain tasks to third parties.
Article 3 – PRICE AND PAYMENT
Where applicable, the invoice for the Activate phase of a project shall be issued in advance and must be paid before this phase commences. All other invoices must be paid within 30 calendar days from the invoice date, in the currency and to the bank account specified on the invoice.
In the event of late payment, interest on arrears shall be due by operation of law and without prior notice, starting the day after the invoice due date, at the interest rate provided by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions. Furthermore, if an invoice remains unpaid one month after its due date, and after formal written notice, a lump-sum compensation of 15% of the outstanding amount, with a minimum of €125, shall be payable.
If any invoice from Bright Lights is paid late, all other outstanding amounts owed by the Client — including those not yet due — shall become immediately payable by operation of law and without further notice.
Any price adjustments occurring during the execution of the agreement shall apply to the remaining services.
Complaints or disputes regarding invoices must be submitted to Bright Lights in writing and by registered mail within 7 working days of the invoice date in order to be admissible. Disputing an invoice, in whole or in part, for any reason whatsoever, does not entitle the Client to suspend or withhold payment of the due invoices, even partially.
Article 4 – LIABILITY
Bright Lights undertakes to perform its assignments to the best of its knowledge and ability, in accordance with professional standards and applicable regulations, guidelines, and technical norms. Bright Lights cannot be held liable for the consequences of mistakes, errors, or omissions on the part of the Client in providing information and/or instructions related to the assignment, nor for errors in execution caused by the Client or a third party. This Agreement constitutes an obligation of means, not an obligation of result.
Bright Lights’ liability is limited to direct damages, excluding any indirect and/or consequential damages (such as loss of revenue, profit, or reputation) and/or the enforcement of penalty clauses.
If the Client identifies errors in the work performed by Bright Lights, they must notify Bright Lights immediately by registered mail. In the absence of any substantial objection by registered mail within 8 calendar days after completion of the assignment, the work shall be deemed definitively accepted by the Client. After this period, any complaint will be inadmissible.
Except in cases of fraud, wilful misconduct, or gross negligence, Bright Lights’ liability shall in any event be limited to the reimbursement of fees paid during the six (6) months preceding the incident for the related services, with an absolute maximum of €100,000 per calendar year, regardless of the form, nature or basis of any claim (contractual or extra-contractual).
To the extent permitted by applicable law, the Client agrees not to hold employees, agents, contractors, directors, subcontractors, advisors, representatives, independent service providers, or consultants of Bright Lights personally liable in connection with this Agreement. Any claim (including extra-contractual) related to the assignment must be directed solely against Bright Lights. If the Client and the Principal are not the same party, the Principal shall indemnify Bright Lights against all liabilities, costs, expenses, damages, and losses (including but not limited to direct, indirect or consequential damages, loss of profit, reputational harm, interest, penalties, full legal fees and other professional costs) incurred in relation to any claim brought by the Client in connection with this Agreement.
Article 5 – FORCE MAJEURE – HARDSHIP – AUXILIARIES
Force majeure refers to any situation in which the execution of the Agreement by Bright Lights is wholly or partially, temporarily or permanently, prevented due to circumstances beyond its reasonable control. Any indicative delivery times shall be proportionally extended in such cases. Examples include but are not limited to: war, mobilization, natural disasters, fire, epidemics, pandemics, supply chain issues, strikes, governmental restrictions or economic measures, or any external circumstance that reasonably hinders delivery within the expected timeframe.
All cases of force majeure or other conditions preventing delivery release Bright Lights from its delivery obligation for the duration of the impediment. Bright Lights shall notify the Client as soon as reasonably possible in writing.
If the impediment persists for more than 3 months, Bright Lights has the right to terminate the Agreement by simple written notice, without judicial intervention and without the Client being entitled to any form of compensation.
“Hardship” refers to any change in circumstances, beyond Bright Lights’ reasonable control, that significantly complicates the execution of the Agreement and/or results in disproportionate damage to its interests. Hardship does not require the unforeseeable, unavoidable, or external nature of the event to be proven. In such cases, Bright Lights has the right to request renegotiation of fair and reasonable terms in good faith.
If the hardship continues for more than 3 months, Bright Lights may terminate the Agreement unilaterally, without judicial intervention and without any obligation to compensate the Client.
The Parties expressly exclude the application of article 6.3, §2 (new) of the Belgian Civil Code. As such, the Client shall not hold Bright Lights’ auxiliaries (employees, directors, or other appointees) liable for any acts or omissions related to the execution of this Agreement, and waives all related legal actions.
The Parties agree that contractual damages shall never serve as grounds for extra-contractual claims. Both Parties undertake to respect the existing legal and contractual limitations of liability and ensure that these limitations are passed on in their own contracts with third parties.
The provisions of this Article 5 (including 5.6 to 5.8) shall remain in force throughout the duration of the Agreement and after its termination.
Article 6 – INTELLECTUAL PROPERTY
Only intellectual property rights (such as copyrights) created specifically for the Client in the course of executing the assignment, and upon payment of the agreed fees, shall belong to the Client (or, if so agreed, to the Principal).
General know-how, methodologies, AI knowledge bases, code, and process knowledge used by Bright Lights and its Associates (including improvements made during execution) shall remain the exclusive property of Bright Lights at all times.
Article 7 – CONFIDENTIAL INFORMATION
The Parties agree, and the Principal shall ensure on behalf of the Client, that all confidential information obtained in the course of executing this Agreement shall be treated as strictly confidential, both during and after the term of this Agreement. Confidential information includes but is not limited to: trade secrets, proprietary information, data related to products, clients, business relationships, financial or contractual details.
Any Party receiving such information commits, and the Principal guarantees on behalf of the Client, to:
take appropriate measures to store and handle the information securely;
use the information solely for the purpose it was provided; and
not retain the information longer than necessary for the performance of the Agreement.
Confidentiality obligations shall not apply to information that:
is publicly available;
was already known by the receiving Party prior to disclosure or developed independently;
becomes public through no breach of confidentiality; or
is disclosed under legal or regulatory obligation, or by order of a competent court or authority;
provided that the disclosing Party consults the other Party beforehand, regarding the content, form, and timing of the disclosure and considers any reasonable comments.
Upon termination of the Agreement, each Party shall, upon simple request, return or destroy all received confidential information and its copies.
Article 8 – TERMINATION
Each Party may terminate the collaboration with a 30-day written notice. In the event of serious breach by the Client — including non-payment — Bright Lights reserves the right to suspend or terminate its services immediately.
Article 9 – JURISDICTION AND APPLICABLE LAW
These general terms and conditions are governed by Belgian law. Any dispute regarding the interpretation or execution of these terms shall fall under the exclusive jurisdiction of the courts of Antwerp, division Mechelen.
Article 10 – MISCELLANEOUS
The nullity, invalidity, or unenforceability of any provision shall not affect the validity of the remaining provisions. Any such clause will be replaced with a valid provision within the legal limits.
The Client may not assign the Agreement or any of its rights or obligations, in whole or in part, to any third party without the prior written consent of Bright Lights.
Bright Lights collects and processes personal data in accordance with Regulation 2016/679 of 27 April 2016 (the “General Data Protection Regulation”). The Client is responsible for the accuracy of the personal data provided to Bright Lights and undertakes to comply with the GDPR with respect to the individuals whose data is shared, as well as for any personal data received via Bright Lights.
