Terms & Conditions
Last updated: July 2026
Article 1 — Definitions and scope
« The Agency » : Agifly SRL, with its registered office at Avenue Baron Albert D’Huart 7, 1150 Woluwe-Saint-Pierre (Belgium), registered with the Crossroads Bank for Enterprises under number 0726.826.344, VAT BE 0726.826.344, trading under the commercial name « Flyeo ».
« The Client » : any legal entity or natural person acting for professional purposes, identified in the Order Form.
« Order Form » : the document signed by the parties describing the Services ordered, the amounts of the Setup and the Retainer, and the start date.
« Setup » : the initial phase of the engagement, including in particular the technical, content and AI-visibility audit, as well as the definition of the strategy and the roadmap.
« Retainer » : the recurring monthly implementation, production and monitoring services described in the Order Form.
These general terms and conditions apply to all offers, order forms and services of the Agency. They are reserved for business-to-business (B2B) relationships.
Article 2 — Contractual documents
The contractual relationship is governed, in decreasing order of priority: (i) by the Order Form and any amendments thereto; (ii) by these general terms and conditions. Signature of the Order Form entails unreserved acceptance of these terms, which the Client acknowledges having received and read beforehand. They apply to the exclusion of the Client’s own general terms; any derogation requires a written document signed by both parties. The Order Form and these terms constitute the entire agreement between the parties and supersede any prior agreement on the same subject matter.
Article 3 — Services
The Agency provides the digital visibility services selected in the Order Form, which may include: search engine optimisation (SEO), generative engine optimisation (GEO), answer engine optimisation (AEO), management of advertising campaigns (SEA) and conversion rate optimisation (CRO). The precise content, scope and deliverables are described in the Order Form or in the roadmap resulting from the Setup.
Article 4 — Setup — order and payment
Fifty percent (50%) of the Setup is invoiced upon signature of the Order Form and is payable before the start of the services; the remaining fifty percent (50%) is invoiced upon delivery of the Setup deliverables and is payable within fifteen (15) calendar days. The Agency is not required to begin any service before full receipt of the first instalment.
The Setup remunerates analysis and advisory work performed and delivered at the start of the engagement; it is therefore non-refundable, including in the event of subsequent termination. In return, all Setup deliverables (audit, strategy, roadmap) become the definitive property of the Client upon full payment, and the Client may use them freely, including with another service provider.
Article 5 — Retainer — invoicing and payment
The Retainer is invoiced monthly and in advance, at the beginning of each month for the month ahead. Invoices are payable within fifteen (15) calendar days from their date of issue, without discount. All amounts are exclusive of VAT. Any invoice dispute must be notified in writing, with reasons, within fifteen (15) days of its issue; failing this, the invoice is deemed accepted.
Services or media budgets not used during a given month cannot be carried over and are non-refundable, unless otherwise agreed in writing. Advertising budgets (SEA) paid to third-party platforms are invoiced in addition to the Retainer and are either paid directly by the Client to the platforms or re-invoiced at cost by the Agency, as provided in the Order Form.
Prices may be revised once a year, subject to written notice at least sixty (60) days before the effective date, within the limits of the evolution of the Belgian health index or any index replacing it. Within this period, the Client may terminate the contract in accordance with Article 7 without the revision being applied during the notice period.
Article 6 — Late payment
Any invoice unpaid at its due date shall automatically, and without prior formal notice, bear late-payment interest at the rate provided for by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, as well as a fixed indemnity of forty (40) euros for recovery costs, without prejudice to reasonable costs incurred beyond that amount.
In the event of persistent non-payment fifteen (15) days after written formal notice, the Agency may suspend all its services until full payment, without such suspension releasing the Client from payment of the monthly amounts due or constituting a fault on the part of the Agency. Any consequences of this suspension on the Client’s visibility cannot be attributed to the Agency.
Article 7 — Term, notice and end of contract
The Retainer is concluded for an indefinite term from the start date set out in the Order Form. It contains no minimum commitment period.
Either party may terminate it at any time, without indemnity, subject to sixty (60) days’ notice given in writing (letter or e-mail with acknowledgement of receipt). The notice period starts on the first day of the month following the notification. Monthly amounts remain due throughout the notice period and the services continue as normal.
The last month of the notice period includes a closing phase: transfer of access and accounts, delivery of a final report, documentation of the remaining roadmap and orderly handover to the Client or the provider of its choice; ongoing advertising campaigns are, at the Client’s option, transferred or closed at the end of the notice period.
Either party may furthermore terminate the contract with immediate effect, without notice or indemnity, (i) in the event of a serious breach by the other party of its obligations, not remedied within fifteen (15) days of written formal notice, or (ii) in the event of bankruptcy, manifest insolvency, dissolution or liquidation of the other party.
Article 8 — Client’s obligations
The Client shall provide the Agency, within timeframes compatible with the agreed schedule: the necessary access (website, CMS, analytics tools, advertising accounts, business profiles), the requested information and content, as well as a contact person authorised to approve deliverables. Unless otherwise stated, deliverables submitted for approval are deemed approved in the absence of a written response within ten (10) business days.
Any delay attributable to the Client (missing access, late approvals, incomplete information) extends the Agency’s deadlines accordingly, without suspending the invoicing of the Retainer.
The Client warrants that it holds the rights to all elements (texts, images, trademarks, data) it provides to the Agency and indemnifies the Agency against any third-party claims in this respect.
Article 9 — Nature of the Agency’s obligations
The Agency performs its services with professionalism and in accordance with best practices, under a best-efforts obligation. Organic search rankings and visibility in generative engines depend on algorithms and policies of third-party platforms (in particular Google, Microsoft, OpenAI, Anthropic, Perplexity) which the Agency does not control and which evolve without notice. The Agency therefore does not guarantee any ranking, traffic volume, number of citations, conversion rate or specific commercial result, and cannot be held liable for variations resulting from changes to algorithms, platform policies or actions of third parties.
Article 10 — Intellectual property and commercial reference
The economic rights in the deliverables created specifically for the Client (content, reports, recommendations, graphic elements) are assigned to the Client as and when they are paid for in full, worldwide and for the legal term of protection. The following remain the exclusive property of the Agency: its methodologies, know-how, tools, templates, prompts, frameworks and generic developments, which the Agency remains free to reuse. Licences for third-party tools and software remain subject to the terms of their publishers.
Unless the Client objects in writing, the Agency is authorised to mention the Client’s name and logo as a commercial reference and to describe the engagement in general terms (without disclosing confidential information) in its communication materials.
Article 11 — Confidentiality and personal data
Each party undertakes to keep confidential the non-public information of the other party of which it becomes aware in the course of the contract, to use it only for the purposes of its performance and to disclose it only to its staff and subcontractors bound by equivalent obligations. This obligation survives for two (2) years after the end of the contract.
Each party processes the personal data to which it has access in compliance with Regulation (EU) 2016/679 (GDPR) and applicable Belgian legislation. Where the Agency processes personal data on behalf of the Client as a processor (for example via audience analytics tools), the parties shall enter into, upon first request, a data processing agreement compliant with Article 28 of the GDPR.
Article 12 — Liability
The Agency’s total liability, on any grounds whatsoever, is limited to direct damages and capped at the higher of (i) the amount of the Setup and (ii) the sums actually paid by the Client under the Retainer during the six (6) months preceding the event giving rise to liability. The Agency shall in no event be liable for indirect damages, including loss of revenue, profit, customers, data or visibility. These limitations do not apply in the event of fraud or intentional misconduct.
Article 13 — Non-solicitation
During the term of the contract and for twelve (12) months after its end, the Client shall refrain from hiring or engaging, directly or indirectly, any member of the Agency’s staff who took part in the engagement, without prior written consent. Any breach gives rise to a fixed indemnity equal to six (6) months of the gross remuneration of the staff member concerned.
Article 14 — Force majeure
Neither party may be held liable for a failure to perform its obligations — with the exception of payment obligations — caused by a force majeure event, i.e. an event that is unforeseeable, unavoidable and beyond its control, including in particular: widespread network failure, prolonged unavailability of third-party platforms, cyberattack, fire, natural disaster, war or government decision. The affected obligations are suspended for the duration of the event. If it continues beyond sixty (60) days, either party may terminate the contract without indemnity.
Article 15 — Miscellaneous
These terms are drawn up in French and may be provided in Dutch and English as a courtesy; only the French version is authentic and shall prevail in the event of any difference of interpretation.
The Client may not assign the contract without the Agency’s prior written consent. The invalidity of one clause does not affect the validity of the others; the parties shall replace the invalid clause with a valid clause of equivalent economic effect. The Agency may subcontract all or part of the services to qualified third parties, under its full responsibility. The Agency may amend these terms subject to written notice at least sixty (60) days before they take effect; within this period, the Client may terminate the contract in accordance with Article 7, the original terms remaining applicable during the notice period.
Article 16 — Governing law and jurisdiction
The contract is governed by Belgian law. Any dispute relating to its formation, performance or termination falls within the exclusive jurisdiction of the French-speaking courts and tribunals of the judicial district of Brussels, without prejudice to a prior attempt at amicable resolution.
