Terms and Conditions.

These terms govern your use of the spacefwd.com website and, where no separate signed agreement exists, the supply of Spacefwd services. Read section 2 first, because a signed agreement always wins over this page.

1. Who you are contracting with

Spacefwd SRL is a company incorporated in Belgium, with its registered office at Avenue des Anciens Combattants 2B5, 5060 Sambreville, Belgium, enterprise number BE 0770.859.196. In these terms "Spacefwd", "we" and "us" mean Spacefwd SRL. "You" means the person or the company using the website or receiving our services.

2. Scope and order of precedence

These terms apply in two situations:

• whenever anyone uses the spacefwd.com website, and
• when we supply services and there is no separate signed agreement covering them.

We may update these terms. The version in force is the one published on this page on the day you use the website, or the day the relevant services are ordered.

3. Using the website

The website is provided for information about Spacefwd and our work. You may read it, link to it and share it. You may not copy substantial parts of it for your own commercial use, scrape it at a scale that affects its availability, attempt to gain unauthorised access to it, or use it in a way that breaks the law.

We work to keep the website accurate and available, but we do not promise it will be free of errors or available without interruption. Case studies and figures published on the website describe past work and are not a promise of results.

4. Our services

Spacefwd supplies the following services:

• Strategy and creative. Insight, positioning, campaign platforms, concepts and creative direction.
• Production. Content, video, design, motion and digital production and delivery.
• Influencer and talent. Creator and talent identification, negotiation, briefing and campaign management.
• Media. Paid media planning, buying, optimisation and reporting.
• In-game advertising via Playfwd. Advertising delivered inside third-party mobile games.

What we will actually deliver for you, when, and for how much is set out in the insertion order, statement of work or quote you sign. Nothing on this page is an offer to supply a specific service at a specific price.

5. Intellectual property

5.1 The website and our own materials

The spacefwd.com website, its content, its design, the Spacefwd and Playfwd names and logos, and our internal tools, methods, templates and know-how remain our property or the property of our licensors. Nothing on this page transfers any of it to you.

5.2 Deliverables

Rights in the deliverables we create specifically for you pass to you on full payment of all sums due for the engagement they belong to. Until we have been paid in full, we retain those rights and any licence to use the deliverables is provisional.

Our pre-existing materials, our tools and our know-how are not deliverables and do not transfer. Where a deliverable includes them, you get the licence you need to use the deliverable as agreed, and no more.

We may show completed work in our portfolio and in pitches unless the signed agreement says we may not.

6. Third party rights and licensing

The scope of each of those licences is set out in the relevant insertion order, statement of work or quote. Using a deliverable outside that scope, for example running an asset in a territory or a period the licence does not cover, or reusing talent footage in a later campaign, needs a new licence and may carry a further fee payable to the rights holder. We will tell you what a given asset is cleared for when you ask, and we will not clear a use we have not been asked to clear.

Where you supply us with materials, including brand assets, product imagery, copy and data, you confirm you have the rights needed for us to use them for the agreed purpose.

7. Fees and payment

• Fees, milestones and any media or production budgets are set out in the signed insertion order, statement of work or quote.
• Unless that document says otherwise, invoices are payable within 30 days of the invoice date.
• Prices are exclusive of VAT and of any other applicable tax or duty, which is added at the rate in force.
• Third party costs we commit on your behalf, such as media spend, talent fees and licence fees, are recharged as agreed and are payable even where a campaign is cancelled after the commitment is made.
• On late payment, interest and a fixed indemnity for recovery costs are due at the rates set by Belgian law on late payment in commercial transactions, without a reminder being required.
• Where an invoice is materially overdue we may suspend work on notice. Section 5.2 means rights in unpaid deliverables have not passed to you.
• You must raise any dispute about an invoice in writing within 15 days of its date, giving your reasons. Undisputed amounts remain payable.

8. Liability

We are liable for the services we supply, within the following limits.

• Our total liability arising out of or in connection with an engagement is capped at the total fees you paid us for that engagement in the 12 months before the event giving rise to the claim.
• We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss of data.
• We are not liable for the acts or omissions of a third party you instructed us to use, or for a platform, publisher or creator failing to perform, beyond passing on to you what we can recover from them.
• No claim may be brought more than 12 months after the day you became aware of the facts giving rise to it.

Nothing in these terms limits or excludes liability that cannot be limited or excluded under Belgian law, including liability for fraud, for wilful misconduct, and for death or personal injury caused by negligence.

9. Indemnity

You will indemnify us against any third party claim, and against the reasonable legal costs of defending it, to the extent the claim arises from:

• materials you supplied to us, including a claim that they infringe someone's rights,
• your use of a deliverable outside the licence scope described in section 6,
• an instruction you gave us that we followed and warned you about in writing, or that was unlawful,
• your breach of these terms.

We will indemnify you, subject to the caps in section 8, against a third party claim that a deliverable we created for you infringes that party's intellectual property rights, provided you tell us promptly, let us handle the defence and the settlement, and give us reasonable cooperation. That indemnity does not apply where the claim results from materials you supplied, from a change you made to a deliverable, or from a use outside the agreed licence scope.

10. Force majeure

Neither party is in breach for a delay or a failure caused by an event outside its reasonable control. That includes natural disaster, fire, flood, war, civil unrest, terrorism, epidemic, an act of government, a general strike, a failure of a public network or of a major cloud or platform provider, and a cyber attack that could not reasonably have been prevented.

The affected party will tell the other as soon as it reasonably can and will work to limit the effect. Obligations are suspended for as long as the event lasts. If it lasts more than 60 consecutive days, either party may terminate the affected engagement in writing, and you pay for work properly performed and for third party costs already committed up to that date.

11. Data protection

How we handle personal data is set out in our Privacy Policy. What the website itself stores on your device is set out in our Cookie Policy.

12. Governing law and jurisdiction

These terms, and any dispute arising out of them or out of our services, are governed by Belgian law.

The courts of Brussels, Belgium, have exclusive jurisdiction. Before starting proceedings, both parties will make a genuine attempt to resolve the matter directly.

13. Miscellaneous

• If a provision of these terms is held invalid, the rest stays in force and the invalid provision is read down to the minimum extent needed to make it valid.
• Not enforcing a right on one occasion does not waive it.
• You may not assign an engagement without our written consent. We may subcontract parts of the work and remain responsible for it.
• Notices under these terms are given in writing, by email to the addresses in the signed agreement or, failing that, to hello@spacefwd.com.