GENERAL TERMS AND CONDITIONS OF USE AND SALE
(Operated under the commercial name Vanna by Freya SRL)
1. Provider Identification
Vanna is the brand and commercial name operated by:
Freya SRL
Private limited liability company (Société à responsabilité limitée)
Registered office: Rue Albert Mockel 8, 1348 Louvain-la-Neuve, Belgium
VAT No.: BE 0543.679.852
Represented by: Anca Ioana Voicu, Managing Director
(hereinafter referred to as "the Provider").
These general terms and conditions of use and sale (GTCU) govern all strategic and creative consulting activities, training courses, events, the creative profile directory, and the use of the Vanna website.
2. Scope of Application
These terms apply to any offer, quote, purchase order, ticket sale, course registration, or platform use concluded between the Provider and any user or professional client (B2B), unless otherwise agreed in writing. Subscribing to a service, signing a quote, or creating a profile on the site implies full and unreserved acceptance of these terms. Any contrary condition issued by the Client is unenforceable unless expressly accepted in writing by the Provider.
3. Nature of Consulting Services
The Provider supplies services including:
Strategic consulting and strategic design
Creative direction and artistic guidance
Identity development, positioning, and brand tools
Workshop facilitation and moderation
Innovation advice and creative governance
Consulting and advisory services constitute an obligation of means (obligation de moyens), and not an obligation of result.
4. Quotes and Contract Formation
Offers and quotes are valid for 30 days from their date of issuance, unless stated otherwise. The contract is definitively formed upon signature of the quote or written confirmation (via email) from the Client. Any modification during the project will require a written addendum or formal validation from both parties.
5. Financial Terms and Payment Conditions
5.1 One-off Consulting Services
Deposit: 30% of the total amount excl. VAT is invoiced prior to the start of the project.
Balance: The remaining 70% is invoiced upon final delivery or at the end of each phase clearly identified in the quote.
Execution of the mission may be suspended in the event of non-payment of the deposit.
5.2 Ongoing Services
Recurring or long-term advisory services are billed on a monthly basis.
5.3 Payment Terms and Penalties
Invoices are payable within 14 days of the invoice date. In case of late payment, in accordance with the Belgian Law of 2 August 2002 on combating late payment in commercial transactions, the following consequences apply automatically and without prior notice:
Late payment interest at the legal rate provided by the Law of 2 August 2002.
A fixed indemnity for recovery costs set at 10% of the amount due, with an absolute minimum of €75.
6. Iterations and Revision Rounds
Unless otherwise stated in the validated quote, the framework for revisions is set as follows:
Strategy missions: 1 round of revisions included.
Graphic / Visual execution missions: 2 rounds of revisions included.
A round corresponds to a consolidated synthesis of feedback sent by the Client on an intermediate deliverable. Any request for additional revisions will be billed extra at a daily rate of €600 excl. VAT per workday.
7. Participation in Creative Pitches and Tenders
If the Provider participates in a pitch, tender, or joint proposal (via an intermediary or consortium):
If the contract is won or assigned, but the Provider is excluded from the project or its involvement is substantially reduced compared to the initial validated proposal, the Client or intermediary will owe a fixed indemnity of 30% of the total amount submitted by the Provider, to compensate for the strategic and creative work undertaken.
8. Intellectual Property of B2B Services
Assigned Rights: Unless otherwise specified in writing, economic exploitation rights for protected deliverables are assigned to the Client for a period of 3 years, strictly limited to the uses defined in the quote.
Extended Use and Buyout: Any extension (duration, territory, media) will require a supplementary contract. A full buyout of economic rights is calculated based on a project multiplier (generally x2 to x4).
Provider Reserved Rights: The Provider retains its inalienable moral rights and the right to use the project for promotional purposes (portfolio, social media, case studies).
Methodologies and Tools: Frameworks, sprint methods, toolcards, workshop models, narrative structures, Figma/Notion templates, and creative governance systems remain the exclusive property of Freya SRL. The Client receives a non-exclusive, non-transferable, and non-assignable internal right of use.
9. Confidentiality
Each party undertakes to maintain strict confidentiality regarding all information, documents, and projects exchanged during the missions. This obligation remains in force for 5 years after the end of the mission.
10. Limitation of Liability
The Provider’s overall liability for consulting services is expressly capped at the total amount excl. VAT actually received for the project concerned. The Provider cannot under any circumstances be held liable for indirect losses, loss of operating profit, loss of revenue, commercial harm, or internal strategic decisions taken by the Client.
11. Client Obligations
The Client agrees to collaborate in good faith by providing the necessary content, technical assets, and approvals within agreed timelines. Any delay attributable to the Client may result in schedule adjustments and a re-evaluation of team mobilization costs.
12. Early Termination
In the event of unilateral termination by the Client, the deposit paid remains fully acquired by the Provider, and services completed up to the date of termination are due pro rata to the work performed.
The Provider reserves the right to suspend or terminate the contract immediately if the Client engages in unlawful behavior, exposes the Provider to major reputational risk, or misuses deliverables in an unethical manner.
13. Force Majeure
Neither party shall be held liable for failure to perform its contractual obligations if such failure is due to a force majeure event as recognized under Belgian law and courts.
14. Non-Solicitation Clause
For the duration of the mission and for 12 months following its completion, the Client agrees not to engage, hire, indirectly recruit, or contract directly with any collaborator, consultant, partner, or creative deployed by the Provider. In case of breach, the Client will owe the Provider a fixed lump-sum compensation equal to 6 months of the gross remuneration of the person concerned, with a minimum of €15,000 excl. VAT.
15. Ticketing and Event Organization
15.1 Absence of Right of Withdrawal
In accordance with Article VI.53, 12° of the Belgian Code of Economic Law (CDE), ticket purchases for fixed-date events are excluded from the 14-day right of withdrawal. Bookings are firm.
15.2 Cancellation and Transfer Policy
Cancellation >48h before the event: Full ticket refund.
Cancellation <48h before the event: No refund provided. The ticket holder may transfer their spot to a third party by notifying the Provider via email (event@vanna.be) with the replacement's name before the event starts.
15.3 Cancellation by the Organizer
In the event of cancellation by the Provider, registered attendees will receive a 100% refund of the ticket value within 7 business days.
15.4 Image Rights and GDPR at Events
Photos and video recordings are taken during events for archive and promotional purposes (website, social media). Participants who do not wish to be photographed are asked to inform the check-in desk upon arrival. Under GDPR and Belgian image rights law, anyone featured in a published photo may request its immediate removal by emailing event@vanna.be.
16. In-Person Training Courses
16.1 Cancellation by Participant
>21 days before session: 100% refund.
14 to 21 days before session: 70% refund.
<14 days before session: No refund possible (option to transfer ticket to a third party upon notifying the Provider).
(Pursuant to Art. VI.53, 12° CDE, fixed-date course bookings do not carry a legal right of withdrawal).
16.2 Quorum and Cancellation by the Provider
Courses require a minimum number of registered attendees. If the quorum is not reached, the Provider reserves the right to reschedule or cancel the course by giving at least 7 days' notice and issuing a 100% refund within 7 business days.
16.3 Individual Equipment
Unless stated otherwise on the course details page, participants must bring their own working computer with updated software licenses. The Provider supplies the venue infrastructure (Wi-Fi, power).
17. Creative Directory and Advertising (Ads)
17.1 Profile and Ad Responsibility
Users listing a profile or placing an ad guarantee the accuracy of the submitted data. The advertiser is solely responsible for visuals, logos, offers, and descriptions uploaded to the Vanna platform.
17.2 Indemnification
The advertiser agrees to defend and hold harmless Freya SRL against any claims, third-party actions, infringement lawsuits, or trademark violations arising from materials provided by the advertiser.
17.3 Matchmaking Role
The Vanna platform provides a visibility service on an "as is" basis. The Provider makes no guarantees regarding hiring volume, conversion rates, or financial outcomes, and does not intervene in contract negotiations between creatives and advertisers/recruiters.
18. Website Moderation and Rules of Conduct
It is strictly prohibited to use the Vanna website to:
Post defamatory, obscene, hateful content, or content violating the Belgian Law of 10 May 2007 on anti-discrimination.
Automatically scrape data (data scraping, email harvesting) for unsolicited commercial outreach.
Infringe upon the intellectual property rights of third parties.
The Provider reserves the right to remove any non-compliant profile, message, or ad without prior notice or compensation.
19. Website Intellectual Property and Takedown Procedure
All website components (structure, text, graphics, Vanna trademark, concepts) are protected by copyright belonging to Freya SRL.
Users grant the Provider a non-exclusive hosting and display license for content submitted to the site.
To report copyright infringement on the platform, send a notice containing the URL of the infringing content and proof of ownership to hello@vanna.be.
20. Technical Liability of Online Services
The Provider uses reasonable efforts to ensure access to and smooth operation of the website. However, liability cannot be incurred for Internet disruptions, server outages, cyberattacks, or temporary maintenance downtime.
21. Applicable Law and Competent Courts
These terms and conditions are governed exclusively by Belgian law.
In the event of a dispute, the parties agree to seek an amicable resolution first. Failing an amicable agreement within 30 days, disputes shall be subject to the exclusive jurisdiction of the French-speaking courts of the judicial district of Freya SRL's registered office (Nivelles / Walloon Brabant).