General Terms and Conditions for Quotations, Services and Sales

Last updated: 7 October 2026

1. Definitions

For the purposes of these General Terms and Conditions:

Dizaura means Dizaura SRL, a Belgian private limited company with registered office at Avenue Lord Uxbridge 49, 1410 Waterloo, Belgium, company number 1019449610 and VAT number BE1019449610.

Client means any natural person or legal entity purchasing Goods or Services from Dizaura or accepting a Quote or Statement of Work.

Business Client means a Client acting for purposes relating to its trade, business, profession or organisation.

Consumer means a natural person acting for purposes outside their trade, business or profession.

Services include consultancy, mentoring, project, product and programme management services, training, workshops, creative activities, events and any other professional or creative services supplied by Dizaura.

Goods include original artworks, prints, publications, creative works, materials and other physical products supplied by Dizaura.

Deliverables means reports, documents, presentations, templates, training materials, creative materials or other outputs supplied as part of the Services.

Quote means a quotation, proposal, offer or similar document issued by Dizaura describing the relevant scope, price, timing or other commercial terms.

Statement of Work or SOW means a document describing the scope, responsibilities, deliverables, timing or other conditions of a specific engagement.

Contract means the agreement between Dizaura and the Client consisting of the accepted Quote or SOW, these Terms and any specific terms expressly incorporated into them.

Business Day means a day other than a Saturday, Sunday or Belgian public holiday.

2. Application of these Terms

These Terms apply to quotations, Statements of Work, orders, Services and sales supplied by Dizaura unless expressly agreed otherwise in writing.

The Client must have had the opportunity to review these Terms before entering into the Contract.

A Quote, SOW or specific booking condition may contain provisions that supplement or vary these Terms. In the event of a conflict, the specific provisions of the Quote, SOW or booking conditions take precedence for that engagement.

Any terms contained in a Client's purchase order, procurement system or other document do not replace or modify these Terms unless Dizaura expressly accepts them in writing.

Specific terms may apply to subscriptions, memberships, online platforms, events or other particular services. Where such terms are disclosed before purchase, they form part of the Contract and take precedence over these Terms to the extent of any conflict.

3. Quotations and acceptance

Unless otherwise stated, a Quote is valid for 30 calendar days from its date of issue.

A Contract is formed when the Client accepts the Quote or SOW by signature, written email confirmation, purchase order referencing the Quote, payment of a requested deposit or another form of acceptance expressly agreed with Dizaura.

A purchase order constitutes acceptance of Dizaura's Quote and these Terms and does not incorporate conflicting purchasing terms unless Dizaura expressly agrees to those terms in writing.

Dizaura is not obliged to accept an order or acceptance received after the validity period of a Quote has expired.

4. Scope of Services and changes

The scope of the Services, Deliverables, timing, meetings, revision cycles, number of participants and other relevant limitations will be described in the Quote or SOW.

Work not included in the agreed scope is considered additional work.

Any material change to the scope, Deliverables, timing, assumptions or Client requirements may result in an adjustment to the price and timetable.

Dizaura will not undertake material additional work without the Client's approval of the relevant change and any associated cost.

Minor administrative or operational adjustments that do not materially change the nature, cost or scope of the engagement may be agreed by email.

5. Prices, VAT and expenses

All prices are stated in euros unless otherwise specified.

Prices quoted to Business Clients exclude VAT unless expressly stated otherwise.

Prices quoted or displayed to Consumers include VAT and other mandatory taxes where required by applicable law.

VAT will be applied according to the nature of the supply, the status and location of the Client and the applicable VAT rules.

Pre-approved travel, accommodation, venue costs, materials, shipping, third-party services and reasonable out-of-pocket expenses may be invoiced separately where stated in the Quote or approved by the Client.

Where expenses are invoiced at cost, Dizaura will not add a margin unless this has been agreed in advance.

6. Deposits, invoicing and payment

Unless otherwise stated in the Quote, Dizaura may require a deposit before commencing Services or reserving a date.

Where a deposit is required, work or a booking is not considered confirmed until the deposit has been received unless Dizaura agrees otherwise in writing.

Unless the Quote specifies a different arrangement, Dizaura may require a deposit of 40% of the agreed Service fee from a new Client. A different deposit, including a reduced deposit for an existing Client, may be specified in the Quote.

The remaining balance is invoiced on delivery, completion or according to the milestones specified in the Quote or SOW.

Unless otherwise stated:

• invoices to Consumers are payable within 14 calendar days;
• invoices to Business Clients are payable within 30 calendar days;
• deposits and amounts expressly stated as payable upon booking or acceptance are due on the date stated in the relevant invoice or Quote.

Goods may require full payment before dispatch, delivery or collection where stated at the time of purchase.

Where Belgian law requires structured electronic invoicing between businesses, Dizaura will issue and receive invoices in the legally required structured electronic format, normally through Peppol or another legally compliant system.

Payment is considered made when the relevant amount has been credited to Dizaura's bank account.

7. Late payment

7.1 Business Clients

Where a Business Client fails to pay an invoice by its due date, Dizaura is entitled, without prejudice to its other rights, to the statutory late-payment interest applicable to commercial transactions and the statutory fixed compensation of €40 for recovery costs.

Dizaura may also recover reasonable additional recovery costs to the extent permitted by applicable law.

Dizaura may suspend Services, Deliverables or further performance while amounts remain overdue, after notifying the Client where appropriate.

7.2 Consumers

Where a Consumer fails to pay an amount by its due date, Dizaura will first send the legally required free reminder.

The Consumer will then have the applicable statutory period, currently at least 14 calendar days, to make payment before late-payment interest may be charged.

After expiry of that period, Dizaura may charge late-payment interest at a rate no higher than the maximum permitted by Book XIX of the Belgian Code of Economic Law.

No recovery charge or compensation will be imposed on a Consumer beyond what is expressly permitted by mandatory law.

Where Dizaura owes a monetary refund to a Consumer and fails to pay that refund within the legally applicable period after receiving appropriate notice, equivalent late-payment interest may apply in favour of the Consumer.

8. Client obligations

The Client must provide Dizaura with the information, approvals, access, materials, decisions and cooperation reasonably required to perform the Services.

The Client is responsible for ensuring that information supplied to Dizaura is accurate, complete and lawful.

The Client must review requests for information, drafts and Deliverables within a reasonable period.

Where a delay by the Client affects Dizaura's ability to perform the Services, Dizaura may reasonably adjust the timetable.

Where a Client delay causes additional work, expense or reserved time to be lost, Dizaura may propose an adjustment to the scope, timing or price before undertaking the additional work.

The Client is responsible for decisions made on the basis of consultancy, mentoring, training or other advisory Services supplied by Dizaura.

9. Cancellation and rescheduling of Services

Unless the Quote, booking conditions or SOW specifies different cancellation terms, the following applies to scheduled Services:

More than 7 calendar days before the scheduled date: any deposit or advance payment will be refunded, less non-recoverable costs reasonably incurred by Dizaura in connection with the booking.

Between 7 calendar days and 72 hours before the scheduled date: up to 50% of the agreed fee may remain payable.

Less than 72 hours before the scheduled date or in the event of non-attendance: up to 100% of the agreed fee may remain payable.

Any cancellation fee charged to a Consumer will be limited to an amount that is reasonable and proportionate to the reasonably foreseeable loss caused by the cancellation and will be reduced where mandatory consumer law requires this.

Rescheduling is subject to availability. Reasonable additional costs already incurred as a result of the original booking may remain payable.

Workshops, events, venue bookings, material-intensive activities and other Services involving third-party commitments may be subject to specific cancellation deadlines or conditions disclosed before booking.

If Dizaura cancels a Service for reasons attributable to Dizaura and the parties cannot agree on a suitable alternative date, Dizaura will refund amounts paid for the cancelled Service.

This clause does not limit any mandatory Consumer withdrawal or cancellation rights.

10. Consumer right of withdrawal

This clause applies only where a Consumer has a statutory right of withdrawal under Belgian or applicable EU consumer law.

10.1 Distance contracts

Where a Contract is concluded at a distance, a Consumer will generally have 14 calendar days to withdraw from the Contract without giving a reason, subject to the exceptions provided by law.

For Services, the withdrawal period generally begins on the date the Contract is concluded.

For Goods, the withdrawal period generally begins when the Consumer, or a person designated by the Consumer other than the carrier, acquires physical possession of the Goods.

10.2 Services beginning during the withdrawal period

If a Consumer requests that Services begin before expiry of the withdrawal period, Dizaura may ask the Consumer to expressly request early performance.

If the Consumer subsequently exercises the right of withdrawal before the Service has been fully performed, the Consumer may be required to pay an amount proportionate to the Services already provided, as permitted by law.

Where a Service has been fully performed during the withdrawal period, the right of withdrawal may cease where the Consumer expressly requested performance to begin and acknowledged that the withdrawal right would be lost following full performance.

10.3 Goods

A Consumer exercising a valid right of withdrawal must return the Goods within the statutory period and take reasonable care of them.

Unless Dizaura has agreed otherwise, the Consumer bears the direct cost of returning Goods where the Consumer was informed of this before purchase.

Dizaura will reimburse payments received in accordance with applicable consumer law, including the cost of standard delivery where required. Additional delivery costs resulting from the Consumer choosing a more expensive delivery method than the standard delivery offered by Dizaura are not refundable to the extent permitted by law.

Dizaura may withhold reimbursement until the Goods have been returned or until the Consumer provides evidence of having sent them back, where permitted by law.

The Consumer may be responsible for any diminished value resulting from handling the Goods beyond what is necessary to establish their nature, characteristics and functioning.

10.4 Exceptions

The statutory right of withdrawal does not apply where an applicable legal exception applies.

This may include, among other cases:

• Goods made to the Consumer's specifications or clearly personalised;
• Services relating to leisure activities where the Contract provides for a specific date or period of performance;
• Services that have been fully performed in accordance with the Consumer's express request and acknowledgement of the loss of the withdrawal right.

11. Delivery of Goods

Any delivery date stated by Dizaura is an estimate unless expressly agreed in writing as a fixed deadline.

Dizaura will notify the Client of any material delay of which it becomes aware.

For Consumers, risk in Goods passes when the Consumer, or a third party designated by the Consumer other than the carrier, takes physical possession of the Goods, subject to applicable law.

For Business Clients, risk passes upon delivery unless the Quote, order confirmation or agreed delivery terms provide otherwise.

Ownership of Goods remains with Dizaura until Dizaura has received full payment for those Goods.

The Client should notify Dizaura promptly of visible transport damage, incorrect Goods or other apparent delivery problems. Failure to notify immediately does not remove mandatory Consumer rights.

Mandatory legal guarantees concerning conformity of consumer Goods remain fully applicable and are not limited by these Terms.

12. Delivery and acceptance of Services

Dizaura will perform the Services with reasonable skill, care and professional diligence.

For Business Clients, Deliverables should be reviewed promptly after delivery.

A Business Client must notify Dizaura of any material failure of a Deliverable to conform to the agreed scope within 5 Business Days after delivery where the issue could reasonably have been identified during that period.

Where no such notification is received, the Deliverable may be treated as accepted for project and administration purposes.

This does not affect claims concerning defects or non-conformities that could not reasonably have been identified during the review period.

The five-day acceptance provision does not limit mandatory Consumer rights.

13. Intellectual property

Unless expressly agreed otherwise in writing, Dizaura retains all intellectual property rights in:

• pre-existing materials;
• methodologies;
• templates;
• tools;
• frameworks;
• training materials;
• workshop materials;
• artistic concepts;
• designs;
• know-how;
• processes;
• generic content; and
• materials developed independently of the Client-specific engagement.

Upon full payment, Client-specific consultancy or training Deliverables are licensed to the Client on a non-exclusive, non-transferable basis for the Client's own internal use unless the Quote expressly grants broader rights.

The Client may not sell, sublicense, publish, commercially exploit or distribute Dizaura materials to third parties unless Dizaura has given prior written permission.

Internal copying reasonably required for the Client's permitted use is allowed unless the Quote states otherwise.

Dizaura remains free to use general knowledge, experience, skills, concepts and know-how acquired or developed during an engagement provided that this does not disclose the Client's confidential information.

For original artworks, prints and other artistic Goods, purchase of the physical work transfers ownership of that physical item after full payment. Copyright, reproduction rights, image rights in the work and other intellectual property rights remain with Dizaura unless expressly transferred in a separate written agreement.

The purchase of an artwork or print does not give the purchaser the right to reproduce, publish, manufacture, commercially exploit or create derivative products from the artwork.

14. Client materials and third-party rights

The Client retains ownership of materials supplied by the Client to Dizaura.

The Client grants Dizaura a limited right to use those materials solely as reasonably necessary to perform the Contract.

The Client confirms that it has the necessary rights and permissions to provide those materials and to authorise their use for the agreed purpose.

Dizaura is not responsible for claims arising from Client materials where Dizaura has used them in accordance with the Client's instructions and the Contract.

15. Confidentiality

Each party must treat confidential information received from the other party as confidential and use it only for purposes connected with the Contract.

Confidential information does not include information that:

• is already lawfully known to the receiving party without an obligation of confidentiality;
• becomes publicly available other than through a breach of confidentiality;
• is lawfully received from a third party without confidentiality restrictions;
• is independently developed without use of the other party's confidential information; or
• must be disclosed by law, regulation, court order or competent authority.

Where disclosure is legally required, the receiving party will, where legally permitted and reasonably practicable, inform the other party beforehand.

Confidentiality obligations continue after completion or termination of the Contract for as long as the information remains confidential by its nature.

16. Personal data

Dizaura processes personal data in accordance with applicable data-protection law, including the General Data Protection Regulation where applicable.

Personal data may be processed for purposes including contract administration, invoicing, communications, delivery, legal compliance and performance of the Services.

Where Dizaura processes personal data on behalf of a Client as a processor within the meaning of the GDPR, the parties will enter into the data-processing terms required by Article 28 GDPR where applicable.

Data-subject requests and privacy enquiries may be sent to contact@dizaura.com. Further information is available in Dizaura's Privacy Notice.

17. Subcontractors and collaborators

Dizaura may engage suitably qualified subcontractors, specialists, suppliers or collaborators where reasonably necessary to perform the Services.

Dizaura remains responsible to the Client for the performance of subcontracted Services to the extent required by the Contract and applicable law.

Dizaura will require persons receiving confidential information or processing personal data in connection with the Services to comply with appropriate confidentiality and data-protection obligations.

18. Professional services and results

Dizaura provides consultancy, mentoring, training and related Services based on professional experience and the information available at the time.

Unless expressly stated in the Quote, Dizaura does not guarantee a particular commercial, financial, operational, career, project or business outcome.

The Client remains responsible for its own management decisions, implementation decisions and use of the Deliverables.

Unless expressly included in the agreed scope, Dizaura does not provide regulated legal, accounting, tax, investment or other regulated professional advice.

19. Liability

Nothing in these Terms excludes or limits liability where exclusion or limitation is prohibited by applicable law.

Dizaura is not liable for loss resulting from inaccurate or incomplete information supplied by the Client, Client instructions, Client delays or the Client's use of Deliverables for purposes outside the agreed scope.

19.1 Business Clients

To the fullest extent permitted by law, Dizaura is not liable to a Business Client for indirect or consequential loss or for loss of profit, revenue, anticipated savings, business opportunity or goodwill.

Dizaura's aggregate liability arising from an engagement with a Business Client is limited to the total fees paid or payable to Dizaura under the Quote or SOW giving rise to the claim.

This limitation does not apply to liability that cannot legally be excluded or limited, including liability arising from fraud or intentional misconduct and other circumstances for which limitation is prohibited by mandatory law.

To the fullest extent permitted by Belgian law, claims by a Business Client concerning performance of the Contract are governed by the contractual liability regime agreed between the parties. The Client agrees not to bring an extra-contractual claim against Dizaura or persons engaged by Dizaura in performance of the Contract where such exclusion is legally permitted.

Any employee, director, subcontractor or other auxiliary person engaged by Dizaura may rely on the contractual defences, exclusions and limitations available to Dizaura to the extent permitted by law.

19.2 Consumers

Nothing in these Terms limits a Consumer's mandatory statutory rights.

No provision excludes or limits liability towards a Consumer where such exclusion or limitation would be prohibited or considered unfair under applicable consumer law.

20. Suspension and termination

Dizaura may suspend performance where:

• an invoice is materially overdue;
• information or cooperation required from the Client has not been provided;
• continuing the work would reasonably expose Dizaura to legal, regulatory, safety or reputational risk; or
• the Client commits a material breach of the Contract.

Where reasonably possible, Dizaura will notify the Client and provide an opportunity to remedy the issue before suspension.

Either party may terminate a Contract where the other party commits a material breach and fails to remedy that breach within a reasonable period after receiving written notice.

For Business Clients, Dizaura may terminate an engagement with immediate effect where the Client becomes insolvent, enters liquidation or is subject to an equivalent procedure, to the extent permitted by law.

Termination does not affect rights or amounts accrued before termination.

The Client remains liable for Services properly performed and non-cancellable costs reasonably incurred before termination.

Provisions concerning intellectual property, confidentiality, payment, liability and any provisions that by their nature are intended to continue will survive termination.

21. Force majeure

Neither party is liable for a failure or delay in performing an obligation where performance is prevented by circumstances beyond that party's reasonable control that could not reasonably have been avoided or overcome.

The affected party must notify the other party within a reasonable period after becoming aware of the circumstances and take reasonable steps to limit their effects.

Performance deadlines will be extended to the extent reasonably necessary.

If the affected performance becomes impossible or is delayed for an extended period so that the essential purpose of the Contract can no longer reasonably be achieved, either party may terminate the affected part of the Contract.

Amounts paid for Goods or Services that will not be supplied as a result of such termination will be refunded, after deduction of amounts properly due for Goods or Services already supplied and non-recoverable costs where legally permitted.

22. Complaints

Any complaint concerning Goods or Services should be sent as soon as reasonably possible to contact@dizaura.com.

The Client should provide sufficient information for Dizaura to identify the relevant order or engagement and understand the issue.

Dizaura will make reasonable efforts to investigate and respond promptly.

Nothing in this clause limits mandatory legal rights or statutory limitation periods.

23. Electronic communications

The parties may communicate and exchange approvals, documents, Quotes, SOWs and other contractual information electronically.

Unless applicable law requires another form, email confirmation and electronic signatures may constitute written approval for the purposes of the Contract.

The Client is responsible for keeping its relevant contact and invoicing details up to date.

24. Governing law and jurisdiction

The Contract and these Terms are governed by Belgian law.

For contracts with Business Clients, the courts having jurisdiction for Walloon Brabant, Belgium have exclusive jurisdiction unless Dizaura and the Client expressly agree otherwise in writing.

For Consumers, this clause does not deprive the Consumer of any mandatory protection concerning applicable law or jurisdiction.

25. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be interpreted or limited to the minimum extent necessary to make it valid where legally possible.

The remaining provisions remain in effect.

26. No waiver

A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

A waiver relating to one matter does not constitute a waiver relating to any later matter unless expressly stated in writing.

27. Entire agreement

The Contract constitutes the agreement between Dizaura and the Client concerning its subject matter and replaces previous discussions or communications concerning the same engagement, except in the case of fraud or where applicable law provides otherwise.

Changes to a Contract must be agreed in writing unless these Terms expressly provide otherwise.

28. Changes to these Terms

Dizaura may update these General Terms and Conditions from time to time.

The version applicable to a Contract is the version provided or made available to the Client when that Contract was entered into, unless the parties expressly agree to apply a later version.

29. Contact details

Dizaura SRL
Avenue Lord Uxbridge 49
1410 Waterloo
Belgium
Company number: 1019449610
VAT number: BE1019449610
Email: contact@dizaura.com
Website: dizaura.com

Annex 1: Model Consumer Withdrawal Form

This form may be used only where a statutory right of withdrawal applies. Its use is not mandatory. A Consumer may also communicate an unequivocal withdrawal statement by other means.

To:
Dizaura SRL
Avenue Lord Uxbridge 49
1410 Waterloo
Belgium
contact@dizaura.com

I hereby give notice that I withdraw from my contract for the sale of the following Goods / provision of the following Service:

Goods or Service: ______________________________________

Ordered / contracted on: ________________________________

Received on, if applicable: ______________________________

Consumer name: _______________________________________

Consumer address: _____________________________________

Signature, if submitted on paper: _________________________

Date: _________________________________________________

© 2026 Dizaura SRL. Dizaura™ is a trademark of Dizaura SRL. All rights reserved.