Terms & Conditions of Sale

Article 1. Identification of the provider

These Terms & Conditions of Sale (T&C) are offered by:

Trade name	Menelo
Operator	Hamande Nicolas
Registered address	Avenue de la Basilique 379/08, 1081 Koekelberg, Brussels, Belgium
BCE number	BE 1038.179.122
VAT scheme	Tax exemption — art. 56bis of the Belgian VAT Code — no VAT charged
Email	contact@menelo.be
Website	menelo.be

Article 2. Scope

These T&C apply to all digital marketing services provided by Menelo to its professional (B2B) clients, unless expressly agreed otherwise in writing between the parties.

These T&C prevail over any other document of the client (purchasing conditions, purchase order) unless expressly agreed in writing by Menelo. By placing an order or signing a service contract, the client acknowledges having read these T&C and accepts them without reservation.

Article 3. Offers and orders

Menelo's offers are valid for 30 calendar days from their date of issue, unless stated otherwise. After this period, they may be revised.

The order is deemed firm and final from the signing of the service contract by both parties. Any modification of the order must be the subject of a written amendment signed by both parties.

Article 4. Prices and payment terms

4.1 Prices

The prices of Menelo's services are expressed in euros (€), excluding tax. Menelo is subject to the tax exemption scheme in accordance with Article 56bis of the Belgian VAT Code — no VAT applies to the invoices issued.

Prices are those in force at the date of the order. Menelo reserves the right to modify its rates at any time, subject to 30 days' notice to the existing client.

4.2 Invoicing

Fees are invoiced monthly, at the start of the month, for the upcoming period. The first invoice is issued upon signing the contract. In accordance with the law of 6 February 2024, since 01/01/2026 invoices between VAT-liable parties established in Belgium are issued in structured electronic format (Peppol BIS) via the Peppol network; a courtesy PDF copy may be sent by email.

The tax exemption scheme (art. 56bis) does not exempt from this obligation: Menelo issues its B2B invoices via Peppol and the Belgian VAT-liable client must be able to receive them via this network. For non-VAT-liable clients or those established outside Belgium, the invoice is sent electronically (PDF) to the email address provided.

4.3 Payment term

Invoices are payable within 30 calendar days from the date of issue, by bank transfer to the account indicated on the invoice. The structured reference shown on the invoice must be used.

4.4 Late payment

In accordance with the Belgian law of 2 August 2002 on combating late payment in commercial transactions (transposing Directive 2011/7/EU):

• Late-payment interest is automatically due at the Belgian legal rate in force, without prior formal notice, from the day after the due date
• A fixed recovery indemnity of €40 is due as of right
• In the event of persistent late payment beyond 15 days, Menelo reserves the right to suspend ongoing services without notice

4.5 Advertising budget

The advertising budget (advertising networks such as Google and Meta) is managed separately from Menelo's fees. It is the exclusive responsibility of the client, who creates and funds their own advertising accounts and pays the networks directly. Menelo cannot be held liable for the advertising expenditure incurred by the client.

Article 5. Menelo's obligations

Menelo undertakes to:

• Perform the agreed services with care and diligence (obligation of means)
• Respect the indicative deadlines agreed at the start of the service
• Provide a monthly performance report within the first 5 days of the following month
• Inform the client without delay of any event likely to affect the performance of the services
• Treat the client's information with the strictest confidentiality

Article 6. Client's obligations

The client undertakes to:

• Provide in good time the access, information, visuals and content necessary for the performance of the services
• Respond to Menelo's requests within 48 working hours
• Regularly fund their advertising accounts (Google, Meta) according to the agreed budget
• Inform Menelo of any change likely to impact the campaigns
• Pay invoices within the deadlines set out in Article 4
• Have a GDPR-compliant privacy policy on their website before campaigns are launched

Any delay or failure by the client to fulfil their obligations may result in a postponement of Menelo's deadlines, without this constituting a failure by Menelo.

Article 7. Ownership of created elements

The intellectual property rights to the elements created by Menelo in the course of its services are allocated as follows:

Created element	Owner	Transfer possible
Marketing strategies, methods and processes	Menelo	No
Advertising visuals and creatives	Menelo	On written request
Landing pages, templates and email sequences	Menelo	On written request
Client advertising account data	Client	—
Leads and contacts collected	Client	—
Campaign metrics and statistics	Shared use	—

In the event of termination, the elements created by Menelo remain its exclusive property, unless a transfer is expressly granted in writing. The client retains all of their data, leads and advertising-account history.

Article 8. Confidentiality

Each party undertakes to keep confidential any sensitive information communicated by the other party in the course of the services, for a period of 3 years after the end of the business relationship. This time limitation applies to trade secrets; the confidentiality obligation regarding personal data remains applicable without time limitation, in accordance with the GDPR.

The client is free to mention Menelo's services and the results obtained publicly. However, the client undertakes not to disclose Menelo's proprietary methods, processes, campaign structures or templates.

Menelo may use aggregated and irreversibly anonymised (not allowing re-identification of any individual) campaign metrics for portfolio and commercial communication purposes, unless the client expressly objects in writing.

Article 9. Personal data

In the course of performing the services, Menelo acts as a processor within the meaning of the GDPR (Regulation EU 2016/679). The client remains the controller of the personal data of their prospects and clients.

Menelo only processes personal data on the documented instructions of the client and strictly within the limits necessary for the performance of the services. For more information, see the Privacy Policy available on menelo.be.

The detailed terms of the processing (subject matter, duration, nature and purpose, categories of data and data subjects, security measures within the meaning of Article 32 GDPR, use of sub-processors, fate of the data at the end of the contract, right of audit and duty of assistance) are set out in a Data Processing Agreement (DPA) compliant with Article 28 GDPR, appended to the service contract and signed by both parties. In the event of a conflict regarding the processing of personal data, the DPA shall prevail over these T&C.

The client authorises Menelo to use the sub-processors listed in the DPA (including Infomaniak, n8n, NocoDB, Mistral AI, Google and Meta). Any addition or replacement of a sub-processor will be notified to the client with 30 calendar days' notice, during which the client may object on legitimate grounds relating to data protection.

Article 10. Use of artificial intelligence

Menelo may use artificial intelligence tools to assist in producing its deliverables (writing, analysis, visual creation, automation). These tools are selected according to a requirement of European sovereignty: Mistral AI (France, EU) — with which Menelo has entered into a data processing agreement (DPA) — and models self-hosted on Menelo's infrastructure (Infomaniak, Switzerland/EU).

Menelo guarantees: (a) systematic human oversight — every deliverable is reviewed and validated before being delivered to the client; (b) that the client's confidential or personal data is never used to train AI models; (c) that no client data is transferred to an AI provider established outside the EU without the safeguards of Article 46 GDPR; (d) the communication, upon simple request, of the list of AI tools used in the course of the engagement.

AI-assisted content is provided subject to the same obligation of means and duty of diligence as any other Menelo deliverable.

Article 11. Termination

11.1 Termination with notice

Either party may terminate the service contract at any time, without cause, with 30 calendar days' written notice sent by email with acknowledgement of receipt.

11.2 Termination for serious breach

In the event of a serious breach by one party of its obligations, not remedied within 15 days following written formal notice, the other party may terminate the contract without notice or indemnity.

The following constitute serious breaches in particular: persistent non-payment, refusal to provide the necessary access, breach of confidentiality.

11.3 Effects of termination

• Invoices issued and services already performed remain due in full
• Ongoing campaigns are closed as soon as possible
• Menelo returns access to the client's accounts within 5 working days
• Assets created by Menelo remain its property unless otherwise agreed in writing
• Data, leads and advertising history remain the property of the client

Article 12. Liability and limitation

Menelo is bound by an obligation of means. Its liability can only be engaged in the event of proven fault in the performance of its services. Menelo does not guarantee any commercial outcome, advertising return (ROAS, CPL, CPA) or lead volume.

Menelo's liability is strictly limited to the lower of the following two amounts: (i) the fees actually received during the 3 months preceding the loss, or (ii) the indemnity cap of the professional liability insurance policy in force (currently €125,000 per claim/year, AXA policy no. 730.698.897). Menelo cannot be held liable for any indirect loss, loss of profit or commercial damage.

Menelo cannot be held liable for:

• Any indirect loss, loss of profit, loss of clientele or commercial damage
• The performance of the algorithms of advertising platforms (Meta, Google, etc.)
• The unavailability of third-party services (Meta, n8n (self-hosted on Infomaniak), NocoDB (self-hosted on Infomaniak)) beyond its control
• The consequences of inaccurate or incomplete information provided by the client

Article 13. Claims

Any claim relating to the services provided must be made in writing (email to contact@menelo.be) within 10 calendar days after the occurrence of the disputed event, on pain of forfeiture.

If the claim is well-founded, Menelo will have the choice between correcting the defective service or refunding the amount corresponding to the period concerned.

Article 14. Force majeure

Menelo cannot be held liable for the non-performance or delay in the performance of its obligations in the event of force majeure within the meaning of the Belgian Civil Code, in particular: pandemic, major cyberattack, interruption of third-party platform services (Meta, Google), natural disaster.

In the event of force majeure, Menelo will inform the client without delay. If the situation persists beyond 30 days, either party may terminate the contract without indemnity.

Article 15. Changes to the T&C

Menelo reserves the right to modify these T&C at any time. The new T&C will apply to new orders from the date of their publication on menelo.be.

For ongoing contracts, any substantial modification will be notified to the client with 30 days' notice. If the client does not accept the new conditions, they may terminate their contract without penalty.

Article 16. Applicable law and jurisdiction

These T&C are governed by Belgian law, in particular the Code of Economic Law and the Belgian Civil Code.

In the event of a dispute, the parties undertake to seek an amicable solution as a priority within 30 days. Failing an amicable agreement, the courts of Brussels shall have sole jurisdiction.

For small claims, the parties may also use the business mediation service (mediationdentreprises.be) before any legal proceedings. If, by exception, the client is a consumer within the meaning of the Code of Economic Law, they may contact the Consumer Mediation Service free of charge — mediationconsommateur.be, North Gate II, Boulevard du Roi Albert II 8 bte 1, 1000 Brussels. The European Online Dispute Resolution (ODR) platform was permanently closed on 20/07/2025 and no longer applies.