1. Definitions
In these terms and conditions, Apex Pro refers to the contractor, located at Baliestraat 54 – 9000 Ghent – Belgium, registered under company number BE0657895273. Client refers to the natural or legal person who purchases products, licenses, or services from Apex Pro. Digital products means any non-physical deliverable, including but not limited to the Brand Clarity Framework, templates, online courses, tools, and files. Services means any professional work performed by Apex Pro, including branding, strategy, consultancy, and related assignments. License refers to the non-exclusive, non-transferable right to use a digital product as outlined in these terms. Agreement means any arrangement—whether written, digital, signed, or verbally confirmed in writing—between Apex Pro and the client.
2. Applicability
These terms apply to all offers, quotations, purchases, assignments, and agreements involving Apex Pro, whether they relate to digital products, services, or a combination of both. By confirming a quotation, purchasing a product, or commissioning a project, the client acknowledges and accepts these terms. Any deviations from these terms are valid only if expressly agreed in writing by Apex Pro.
3. Formation of the agreement
An agreement between Apex Pro and the client is established when the client accepts a written quotation, purchases a digital product through Apex Pro’s sales channels, or when a written contract is signed by both parties. Verbal agreements bind Apex Pro only once confirmed in writing. Apex Pro reserves the right to refuse any project or sale without providing reasons.
4. License terms for digital products
Unless otherwise agreed in writing, a single license grants the client the right to use the digital product for one (1) brand. An agency license grants the right to use the product for up to ten (10) brands. Any use beyond these limits requires the purchase of additional licenses. Licenses are non-transferable without prior written consent from Apex Pro. The client is strictly prohibited from copying, sharing, reselling, sublicensing, distributing, publishing, or otherwise making available—whether in whole or in part—any digital product without prior written consent. Reverse engineering, modification, or repackaging for redistribution is also forbidden.
5. Intellectual property rights and trademark liability
All intellectual property rights, including copyrights, trademarks, design rights, and know-how, in both digital products and services delivered by Apex Pro remain the property of Apex Pro unless explicitly transferred in writing. In the case of services, the client receives only the usage rights necessary for the agreed purpose. In the case of digital products, the client receives only the agreed license, and no ownership is transferred.
The client is solely responsible for any trademark applications or registrations related to the work delivered. Apex Pro accepts no liability for conflicts with existing trademarks, rejections by trademark authorities, or any resulting costs or damages, unless such conflicts result from gross negligence or willful misconduct by Apex Pro. The client indemnifies Apex Pro against any third-party claims in this regard.
Apex Pro retains the right to use anonymised examples of client work for its own promotional purposes, including portfolio listings, presentations, and publications, unless the client objects in writing.
6. Pricing and promotions
All prices are stated exclusive of VAT unless explicitly indicated otherwise. Apex Pro reserves the right to adjust prices at any time. Price changes do not affect agreements already confirmed or purchases already completed. Promotions and discounts are temporary, may be withdrawn or modified without prior notice, and confer no rights once expired.
7. Payment terms
For services, unless otherwise agreed in writing, the payment schedule is as follows: 30% of the total fee is payable upfront before the start of work, 30% is payable halfway through the agreed project timeline, and the remaining 40% is payable upon completion. All invoices are payable within fourteen (14) days of the invoice date. For digital products, full payment is required at the time of purchase, and no access will be granted until payment has been received.
If the client fails to meet the payment deadline, Apex Pro may suspend work, deny access to products, and/or terminate the agreement. All costs associated with recovering outstanding amounts are payable by the client.
8. Refund and cancellation policy
For services, deposits and payments for work already performed are non-refundable. If the client cancels after work has begun, all amounts already paid remain owed, and the client will also owe a cancellation fee equal to 20% of the remaining project fee. For digital products, all sales are final, and no refunds are given once the purchase is complete and access has been granted, regardless of whether the client uses the product. Payment disputes or chargebacks will result in immediate termination of the license and denial of access.
9. Termination of agreement or license
Apex Pro reserves the right to terminate any agreement or revoke a license without refund if the client breaches these terms, including but not limited to unauthorized sharing of materials, exceeding licensed usage limits, non-payment, or actions that harm the reputation, brand, or intellectual property of Apex Pro.
10. Warranties, indemnities, and limitation of liability
The client warrants that they have the legal right to engage Apex Pro and to provide all necessary materials for the execution of the agreement. The client also warrants that any materials provided do not infringe on the rights of third parties. The client shall indemnify and hold harmless Apex Pro from any claims, damages, or expenses resulting from the use of such materials or from the client’s use of deliverables.
Apex Pro’s liability for any direct damages is limited to the total amount paid by the client for the relevant project or product. Apex Pro shall not be liable for indirect or consequential damages, including but not limited to loss of profit, missed savings, business interruption, or reputational harm.
11. Confidentiality
Both parties shall treat as confidential any non-public information obtained in the course of the agreement. This obligation remains in force even after termination of the agreement.
12. Force majeure
Apex Pro shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to illness, technical failures, legal restrictions, government measures, or natural disasters. In such cases, Apex Pro may suspend or terminate the agreement without liability.
13. Governing law and jurisdiction
These terms and all agreements between Apex Pro and the client are governed exclusively by Belgian law. Any disputes that cannot be resolved amicably shall be submitted to the competent courts of Ghent, Belgium.
14. Changes to terms
Apex Pro reserves the right to amend these terms at any time. Any changes will apply to future agreements but not to agreements already in effect unless mutually agreed.
15. Final provisions
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force. The parties will replace any invalid provision with one that comes closest to the original intent and purpose.
Last updated: 14 August 2025