This is an English translation of the original Dutch version, which you can read here: Algemene voorwaarden (Dutch). These terms and conditions are always governed by Belgian law, and the courts of Antwerp have jurisdiction. In the event of any discrepancy between this translation and the Dutch version, the Dutch version prevails.
Spacebird (spacebird.io) is a trade name of Forward Group BV. These terms and conditions apply to all services offered under the name Spacebird.
1.1. These terms and conditions apply to all quotations, offers, agreements, assignments, deliveries and services of Forward Group BV, trading under the name Spacebird, regardless of their nature.
1.2. Deviations are only valid if they have been expressly confirmed in writing by Forward Group BV.
1.3. By placing an order, signing a quotation or accepting a proposal, the client acknowledges having read these terms and conditions and accepts them in full.
1.4. The client's general terms and conditions do not apply, even if they provide otherwise.
2.1. All quotations and offers of Forward Group BV are non-binding until accepted in writing.
2.2. The agreement is concluded by the client signing the quotation, by written confirmation, by digital acceptance or by any other unambiguous confirmation by the client.
2.3. Quotations are valid for 15 calendar days unless stated otherwise.
2.4. Changes to a quotation or assignment may give rise to additional costs and adjusted deadlines.
3.1. The client may cancel an order as long as Forward Group BV has not yet started its work, subject to payment of fixed-rate compensation equal to 50% of the total agreed invoice amount, with a minimum of EUR 2,500.
3.2. Forward Group BV reserves the right to claim higher compensation if the damage actually suffered proves to be higher.
4.1. Delivery times are indicative unless expressly agreed otherwise in writing.
4.2. Late delivery does not entitle the client to compensation, termination or a price reduction.
4.3. If the client fails for more than 14 calendar days to provide necessary information, materials, feedback, approvals or instructions, all agreed deadlines are automatically extended.
4.4. If the client does not respond within 5 working days to a delivered proposal, design, website, software module, campaign or other work product, it is deemed to have been accepted.
5.1. All goods, data and materials of the client held by Forward Group BV are kept at the client's risk.
6.1. The payment terms are set out in the quotation, agreement, order form or any commercial document.
6.2. All invoices are payable within 14 days of the invoice date unless agreed otherwise.
6.3. In the event of non-payment within 8 days of a formal notice of default, the client shall owe, by operation of law and without further notice of default, late-payment interest of 12% per annum, as well as fixed-rate compensation of 10% of the outstanding amount with a minimum of EUR 1,250.
6.4. If recovery gives rise to legal proceedings or a summons, additional fixed-rate compensation of EUR 2,500 is due, insofar as permitted by law, without prejudice to court costs, the procedural indemnity (rechtsplegingsvergoeding) and other recoverable costs, and insofar as this compensation is not already included in an awarded procedural indemnity.
6.5. Any delay in payment makes all outstanding invoices immediately due and payable.
6.6. Forward Group BV reserves the right to suspend its services for as long as outstanding invoices have not been paid.
6.7. All delivered documents, designs, websites, web applications, software, automations, configurations, campaigns, advertising accounts, dashboards, databases, source files, marketing assets, integrations, API configurations and other deliverables remain the property of Forward Group BV until all amounts due have been paid in full.
6.8. In the event of non-payment, Forward Group BV reserves the right to suspend, in whole or in part, access to, use of or further support for these deliverables until all outstanding amounts have been settled in full.
6.9. If the client fails to pay outstanding invoices, Forward Group BV is entitled to temporarily suspend access to managed systems, websites, dashboards, advertising platforms, automations, software applications and other services provided, including the Spacebird platform and Spacebird Cockpit, insofar as permitted by law and insofar as these systems are owned or managed by Forward Group BV.
6.10. The suspension of services in accordance with this article does not entitle the client to any compensation, price reduction, termination of the agreement or refund of amounts already paid.
7.1. Any complaint must be notified by registered letter within 8 calendar days of delivery or of the invoice date.
7.2. In the absence of a timely objection, services and invoices are deemed to have been definitively accepted.
8.1. All obligations of Forward Group BV are obligations of means (best-efforts obligations).
8.2. Forward Group BV is not liable for errors resulting from incorrect, incomplete or late information provided by the client.
8.3. The total liability of Forward Group BV is in all cases limited to the amount actually paid by the client during the twelve months preceding the event giving rise to the damage, with an absolute maximum of EUR 10,000.
8.4. Forward Group BV can never be held liable for indirect damage, consequential damage, loss of profit, loss of turnover, loss of data, reputational damage, loss of clientele or other economic damage.
8.5. Forward Group BV is not liable for disruptions, changes, price adjustments, policy changes or the discontinuation of services of third parties, including software suppliers, AI platforms, search engines, cloud providers, API providers, advertising platforms and other external service providers.
9.1. The flawless operation of software, infrastructure, automations, integrations and digital systems can never be fully guaranteed.
9.2. Certain services may make use of artificial intelligence, machine learning systems or other automated tools.
9.3. Forward Group BV does not guarantee that such output is entirely error-free, unique or free of third-party rights.
9.4. The client remains responsible for the final review, validation and approval of all output delivered.
10.1. All work outside the original quotation, scope, schedule or specifications is considered additional work.
10.2. Additional work is invoiced separately at the rates of Forward Group BV applicable at that time.
10.3. If texts, photos, videos, documents, data or other materials are changed, replaced, supplemented or corrected after they have been supplied, all further work this entails is considered additional work.
10.4. The hours worked for this are recorded and invoiced separately.
10.5. Forward Group BV has the right, but not the obligation, to carry out additional work without the client's prior approval if, in its opinion, such work is necessary for the technical functioning, security, compliance, continuity, integration, functionality, delivery or integrity of the project.
10.6. Such work is deemed necessary for the performance of the assignment, is automatically accepted by the client and is invoiced separately at the rates of Forward Group BV applicable at that time.
10.7. The assessment of whether such work is necessary rests exclusively with Forward Group BV, save in the case of manifest error.
11.1. When the client gives permission to put a website, application, campaign, automation, software module, content or other work product online or to make it publicly available, this constitutes final delivery.
11.2. From that moment on, all further changes, corrections, extensions or adjustments are considered additional work.
11.3. Putting the work product into use, publishing it, placing it online or using it commercially constitutes final and irrevocable acceptance of the services delivered.
12.1. All intellectual property rights remain the property of Forward Group BV until all amounts due have been paid in full. After full payment, the client obtains a non-exclusive, non-transferable and perpetual right of use of the delivered work product, unless expressly agreed otherwise in writing.
12.2. All methodologies, frameworks, templates, processes, automations, prompts, libraries, systems, know-how, software components and reusable elements, including the Spacebird platform and Spacebird Cockpit, remain the exclusive property of Forward Group BV.
12.3. Forward Group BV retains the right to reuse acquired knowledge, methodologies and generic solutions for other assignments.
12.4. Forward Group BV reserves the right to reuse, without limitation, generic knowledge, insights, methodologies, automations, structures, prompts, workflows and experience gained during the performance of assignments for other clients and projects, provided that no confidential information of the client is disclosed in doing so.
13.1. If a project is interrupted for more than 30 calendar days due to the client, Forward Group BV has the right to invoice the services already performed immediately.
13.2. Forward Group BV may suspend the performance of the project until all outstanding amounts have been paid.
14.1. Unless expressly agreed otherwise in writing, no agreement grants exclusivity to the client.
14.2. Forward Group BV remains entitled to provide similar services to other clients, including competitors of the client.
14.3. No agreement between the parties may be interpreted as prohibiting Forward Group BV from using similar knowledge, experience, methodologies, processes, automations, systems, frameworks, prompts, workflows or know-how for other clients, provided that no confidential information of the client is disclosed in doing so.
14.4. The parties undertake to treat all confidential commercial, technical, financial, operational and strategic information of which they become aware in the context of the agreement as strictly confidential and not to disclose it to third parties, except where this is necessary for the performance of the agreement or required by law.
14.5. This confidentiality obligation continues to apply for the duration of the agreement and for a period of five years after its termination.
15.1. For subscriptions to Spacebird and for services relating to SEO, GEO, content creation, campaign management, advertising management, lead generation, performance marketing, social media advertising, search engine advertising and related marketing services, the parties agree a monthly fee as stated in the quotation, agreement or order form.
15.2. Every agreement relating to these services is entered into for an initial fixed term of six months, unless a different term is stated in the quotation, agreement or order form.
15.3. At the end of this initial period, the agreement is automatically and tacitly renewed for successive periods of six months each.
15.4. Termination by the client is only valid if it is made by registered letter addressed to the registered office of Forward Group BV. The burden of proof of timely dispatch and receipt rests exclusively with the client.
15.5. The notice of termination must be received by Forward Group BV no later than thirty calendar days before the end of the current contract period.
15.6. In the absence of valid and timely notice of termination, the agreement is automatically renewed for a new period of six months.
15.7. If the client terminates or suspends the agreement in whole or in part, prevents its performance or takes any action as a result of which Forward Group BV can no longer perform its services in the normal manner before the end of the current contract period, all monthly fees remain due until the end of the current contract period.
15.8. The removal, restriction, blocking or withdrawal of Forward Group BV's access rights, administrator rights, advertising accounts, social media accounts, analytics accounts, Search Console accounts, tracking systems, CMS and CRM systems, domains, websites, advertising platforms or other necessary platform access is considered a unilateral termination of the agreement by the client.
15.9. In the cases referred to in Articles 15.7 and 15.8, all monthly fees still due until the end of the current contract period become immediately due and payable by operation of law.
15.10. Amounts already paid are not refunded.
15.11. Results from SEO, GEO, content, campaign management, advertising management and marketing services depend on numerous external factors, including market developments, competition, search engines, AI platforms, advertising platforms, algorithms, budgets, target audiences, economic conditions and end-user behaviour. Forward Group BV provides obligations of means only and gives no guarantee whatsoever regarding search engine rankings, mentions in AI answers, turnover, profit, leads, conversions, return, market share or other commercial results.
15.12. Forward Group BV reserves the right to suspend the performance of subscriptions, campaigns or marketing services if invoices are not paid on time, without this giving rise to any compensation payable by Forward Group BV.
16.1. Each party shall comply with the applicable privacy legislation.
16.2. If Forward Group BV processes personal data on behalf of the client, it acts exclusively as a processor.
17.1. Forward Group BV has the right to include completed projects, websites, platforms, campaigns, software, products, prototypes, automations and other assignments in its portfolio, reference list, commercial documentation, marketing communications and promotional material, unless agreed otherwise in writing.
17.2. This right includes mentioning the client's name and using the client's logo, trade name and visual material, solely to identify the assignment as a reference. The client grants a non-exclusive and royalty-free right of use for this purpose for as long as the assignment is included in the references.
17.3. Forward Group BV has the right to include a discreet reference to Forward Group BV or Spacebird on websites, web applications and other digital deliverables, including a name credit, hyperlink, logo or other identifying reference, whether visible or technically embedded in the source code of the work product.
17.4. If the client requests that this reference not be included, be removed or be had removed, an additional fee of EUR 1,500 excluding VAT is payable for this before delivery.
17.5. This fee is considered a separate commercial fee for waiving a promotional right of use and not as compensation, a penalty or a fixed-rate sanction.
17.6. Removing, changing, hiding, technically disabling or having removed a reference placed by Forward Group BV, regardless of whether this is done by the client, by Forward Group BV itself at the client's request or by a third party, is considered a request for removal within the meaning of Article 17.4 and automatically gives rise to the fee set out therein becoming payable.
17.7. The fee referred to in Article 17.4 also remains payable if the request for removal is made after delivery, publication or putting into use of the work product.
18.1. Force majeure temporarily releases Forward Group BV from its obligations without any compensation being due.
18.2. Force majeure includes, among other things: power cuts, cyber incidents, strikes, war, pandemics, government measures, disruptions at suppliers and other circumstances beyond the reasonable control of Forward Group BV.
19.1. If the client fails to remedy a serious breach of contract within 8 days of a formal notice of default, Forward Group BV has the right to suspend the agreement or to terminate it with immediate effect.
19.2. Upon termination, the following become immediately due: all services already performed, all costs incurred, all outstanding invoices and fixed-rate compensation of 50% of the part of the agreement not yet invoiced, with a minimum of EUR 2,500.
19.3. Any advance payment made remains acquired in full by Forward Group BV.
19.4. The rights provided for in this article are without prejudice to the right of Forward Group BV to prove the damage actually suffered and to recover it in full if it exceeds the fixed-rate compensation.
20.1. If a provision is declared wholly or partly null and void, the remaining provisions remain fully in force.
21.1. All agreements of Forward Group BV are governed exclusively by Belgian law.
21.2. All disputes fall under the exclusive jurisdiction of the courts of Antwerp.
