General terms and conditions of sale and service provision

Version 2026.1 — in effect since 3/08/2026

These terms apply to the services of study, design, layout, planting and maintenance of gardens and outdoor spaces, as well as the sale of plants, materials and associated products.

Preamble — Entities and brands concerned

Legal entity	Head office	Company number	Brands and sites
VERT VAL SRL	Chemin de Hoeilaert 21, 1310 La Hulpe	BE 1009.309.942	vertval.com, artforgarden.com, brisevue.be , architecte-paysagiste.be, studio.umilys.com...

The above brands, trade names and websites (the “Brands”) do not have their own legal personality. The contracting entity is exclusively the one identified on the quote, order confirmation and invoice (the “Service Provider ”). These terms apply equally regardless of the Brand under which the relationship was initiated.

Contact: [email] — [phone] — [postal address]

Article 1 — Definitions

1.1. Client : any natural or legal person who orders Services or Products from the Service Provider.

1.2. Consumer : the Client, a natural person acting for purposes not related to their professional activity, within the meaning of Book I of the Economic Law Code (" CDE ").

1.3. Professional Client : any Client who is not a Consumer.

1.4. Services : the services of study, design, advice, development, earthworks, planting, installation, maintenance, pruning, felling, and any other intervention by the Provider.

1.5. Products : plants, substrates, materials, furniture, equipment, irrigation systems, fences, privacy screens, and any other goods delivered by the Provider.

1.6. Plants : any living plant material (trees, shrubs, hedges, perennials, bulbs, turf either rolled or sown, aquatic plants, etc.).

1.7. Order : (i) the quote accepted in writing and without reservation by the Client, or (ii) the Client's order confirmed in writing and without reservation by the Provider.

1.8. Management : method of execution in which the Services are billed based on the time actually spent and the supplies actually used, at the hourly rates mentioned in the quote or the current pricing schedule.

Article 2 — Scope and hierarchy of documents

2.1. The present conditions apply to any offer, quote, Order, delivery, and service of the Provider, to the exclusion of all other conditions.

2.2. Rejection of the Client's conditions. The Client's general purchasing conditions, as well as any mention appearing on its purchase orders, supplier portals or correspondence, are expressly excluded, unless expressly and prior written acceptance by the Service Provider. The absence of contestation does not imply acceptance.

2.3. Hierarchy. In case of contradiction, the order of priority is as follows: (1) the specific written conditions signed by both parties; (2) the quote or order confirmation; (3) these general conditions; (4) the technical annexes and maintenance recommendations.

2.4. These conditions are permanently accessible on the Service Provider's websites and are included or referenced on each quote. The Client acknowledges having taken note of them before the conclusion of the contract.

2.5. Acceptance. Acceptance of the quote, payment of a deposit or invoice, or the start of execution accepted by the Client constitutes unconditional acceptance of these conditions.

2.6. Modifications. The Service Provider may modify these conditions. The applicable version is that in force on the day of the Order. For contracts of indefinite duration, any substantial modification is notified to the Client at least two (2) months before its entry into force; the Client who refuses it may terminate the contract without compensation in writing before this date.

Article 3 — Offers, quotes and formation of the contract

3.1. Offers and quotes only bind the Service Provider after written acceptance. Advertising documents, catalogues, visuals, simulations and mood images are indicative and do not have contractual value.

3.2. Validity. Unless otherwise stated, the quotes are valid for thirty (30) calendar days. Beyond that, the Provider may revise its prices, particularly based on the availability and cost of Plants and materials.

3.3. The quote describes the agreed Services and Products. Anything not expressly mentioned is excluded, including: removal of unplanned earth and waste, connections, soil studies, topographical surveys, administrative procedures, permits, restoration of surroundings, protection of existing structures.

3.4. Additional work. Any modification or additional request shall be subject to an amendment or written confirmation, including by email, and will be charged extra. When urgency or the proper execution of the site requires it, the Provider may carry out the necessary additional work after informing the Client by any means; these works will be charged on a time and materials basis. Proof of this can be provided by any legal means, including emails, site reports, or photographs.

3.5. Solvency. The Provider may condition the acceptance of an Order on the provision of financial information, the establishment of a guarantee, or advance payment. The Client's refusal allows the Provider not to proceed, without compensation.

3.6. Material errors. Manifest errors in calculation, writing, or encoding in an offer do not bind the Provider.

Article 4 — Prices, management, and hourly rates

4.1. The prices are expressed in euros and are understood to be excluding VAT, excluding transport and unloading costs, excluding taxes and public charges, unless otherwise stated in the quote.

4.2. Work on a time and materials basis. The Provider primarily works on a time and materials basis. The applicable hourly rates — per person, per machine and per type of intervention — are mentioned in the quote, the offer or the attached pricing schedule, which forms an integral part of the contract. In the absence of mention, the rates of the schedule in force on the day of the service apply.

4.3. Counting methods. Unless otherwise stated in the quote:

• any hour started is due;
• a minimum billing of 3 hours per person and per trip applies;
• the round trip travel time from the depot, loading, unloading and waste disposal are billed at the hourly rate, unless a travel flat rate has been agreed;

4.4. Estimates. When a time and materials quote mentions an estimated hourly volume, this constitutes a good faith estimate and not a fixed price. The Provider informs the Client as soon as it anticipates an overrun exceeding [15] % and requests their written agreement to proceed. In the absence of a response within [3] working days, it may suspend the work without compensation.

4.5. Price revision. For Orders whose execution begins more than sixty (30) days after acceptance of the quote, the Provider may adjust the price to take into account the objective evolution of the cost of materials, plants, energy and wages, according to the formula P = P₀ (a·s/S + b·i/I + c), where s/S represents the evolution of wage costs and i/I that of material costs (indices published by the SPF Economy), with c ≥ 0.20. This adjustment may not exceed [10] % of the initial price; beyond that, the Client may terminate the Order without compensation, subject to payment for Services already performed.

4.6. Indexation of maintenance contracts. The prices of indefinite duration maintenance contracts are indexed annually on 1st January according to the above formula, in compliance with Article VI.83, 2° CDE. The indexation is notified at least one month before it takes effect.

4.7. VAT. The VAT is fully borne by the Client. When the Client requests the application of a reduced rate, particularly for property works related to a private dwelling over ten years old, he declares under his sole responsibility that he meets the legal conditions. In the absence of a written dispute within one month of receipt of the invoice, he is deemed to confirm that these conditions are met. The Client alone bears the additional VAT, fines, surcharges and interest claimed by the administration in the event of an inaccurate declaration, unless fault of the Provider.

4.8. The bank charges related to payments are borne by the Client.

4.9. Studies, preliminary projects and design hours

(a) Nature of intellectual services. Les relevés, analyses de site, avant-projets, esquisses, plans, plans techniques, plans de plantation, détails d'exécution, métrés, cahiers des charges, vues 3D, recherches de matériaux et de végétaux, ainsi que les réunions, visites et échanges y afférents, constituent des prestations à part entière, distinctes de l'exécution des travaux.

(b) Distinct and non-deductible remuneration. These services are subject to a fixed fee or a specific hourly calculation, mentioned in the quote. They compensate for a completed intellectual service and are not deductible from the price of the execution works nor chargeable against it, regardless of the outcome of the project. The same applies to technical supplements and additional services billed during the mission.

(c) Hours exceeding the estimate. No hour exceeding the estimate stated in the quote is billed without prior written agreement from the Client. In the absence of an agreement, the Provider continues their mission within the limits of the initial estimate.

(d) Commercial waiver. When the execution works are entrusted to the Provider and actually carried out, they may waive billing all or part of the excess hours referred to in (c). This waiver constitutes a commercial option of the Provider; it does not set a precedent, does not extend to services already billed, and cannot be invoked by the Client as a right.

(e) Non-poursuite du projet. Si le Client renonce au projet, interrompt la mission, confie les travaux d'exécution à un tiers, ou ne passe pas commande d'exécution dans les [3] months from the submission of the draft, all hours actually worked beyond the fixed fee become due and are billed at the hourly rates of article 4.2, even when these hours were not itemised separately in the quote.

(f) Justification. The Provider keeps a time record of the intellectual services and communicates it in support of their invoice. This record is binding between the parties unless there is a written and reasoned dispute within fifteen (15) days.

(g) Intellectual property. No licence to use the studies, plans, and documents is granted until these services have been fully paid, in accordance with article 14.

Article 5 — Invoicing and payment

5.1. Schedule — development work. Unless otherwise agreed in writing: 40% deposit upon Order, 30% at the actual start of the work, 30% upon completion, payable within 15 days of the final invoice. For long-term projects, the Provider may issue monthly progress statements payable in 15 days.

5.2. Maintenance contracts. Recurring services are billed monthly in advance or according to the frequency agreed in the quote, payable within fifteen (15) days of the invoice date.

5.3. Products and Plants sold separately. Full payment upon Order. No delivery before full payment is received.

5.4. Consumers — contracts concluded off premises. When the contract is concluded off premises, notably at the Client's home, no payment or deposit is required from the Consumer before the expiry of the fourteen (14) day withdrawal period, in accordance with Article VI.67, § 2 CDE. The schedule in Article 5.1 is adjusted accordingly, unless there is an express request for early performance in accordance with Article 13.

5.5. Electronic invoicing. Invoices between taxable persons established in Belgium are issued in structured electronic form via the Peppol network. The professional Client undertakes to have a valid Peppol reception address and to communicate any changes without delay. Invoices transmitted via Peppol are deemed received on the date they are made available on the network.

5.6. Dispute. Any invoice dispute must be notified in writing and justified within fifteen (15) days of receipt. Failing this, the invoice is deemed accepted. The dispute does not exempt from payment of the undisputed amounts.

5.7. Late payment — Professional Client. In the event of non-payment at the due date, the following are due by operation of law and without formal notice: late payment interest at the rate provided by the law of 2 August 2002 on combating late payment in commercial transactions, increased by [2] points, with a minimum of 12% per annum; a flat-rate compensation of 10% of the unpaid amount with a minimum of 125 EUR; as well as compensation for the recovery costs actually incurred.

5.8. Late payment — Consumer. In accordance with Book XIX of the Economic Law Code, a first free reminder is sent to the Consumer, allowing them a period of at least fourteen (14) calendar days before any charges can be claimed. Upon the expiry of this period, interest at the applicable legal rate is due, calculated from the reminder, as well as a capped flat-rate compensation:

• 20 EUR if the amount due is less than or equal to 150 EUR;
• 30 EUR plus 10% of the amount due above 150 EUR, for a balance between 150.01 and 500 EUR;
• 65 EUR plus 5% of the amount due above 500 EUR, with a maximum of 2,000 EUR.

In the event of a breach by the Provider, the Consumer is entitled to equivalent compensation.

5.9. Early enforceability. The non-payment of a single invoice at its due date makes all other claims of the Provider against the Client immediately enforceable, even if not due, and allows them to suspend the execution of all ongoing Orders after a formal notice that remains ineffective for [8] days, without compensation for the Client.

5.10. Set-off. The professional Client waives any right to set off their debts against any claims against the Provider. This clause does not apply to the Consumer.

5.11. Retention of title. The delivered Products and Plants remain the exclusive property of the Provider until full payment of the price, including principal, interest, and accessories, even after incorporation, within the limits permitted by law. The Client is prohibited from reselling, pledging, or moving them before full payment and must immediately inform the Provider of any seizure or claim by third parties.

Article 6 — Deadlines, planning and execution

6.1. Indicative deadlines. Unless a written commitment qualifies a deadline as "firm and strict", the execution and delivery deadlines are indicative. A delay cannot give rise to termination of the contract, refusal of receipt, withholding of payment or compensation, except in the case of gross negligence by the Provider and proven direct damage. With respect to the Consumer, the Provider executes the Order within a reasonable timeframe; in the event of a significant delay, the Consumer may set a reasonable additional deadline in writing before terminating the contract.

6.2. Seasonality and weather conditions. Planting, sowing, turfing and earthworks depend on climatic conditions and growing periods. The Provider may postpone an intervention in the event of frost, waterlogged soil, heatwave, drought, strong winds, weather alerts or any condition making execution technically inappropriate or dangerous. Such postponements do not constitute a breach and extend the deadlines accordingly.

6.3. Force majeure. They are notably considered as cases of force majeure, without this list being exhaustive: natural disasters, floods, storms, epidemics and health measures, war, shortages and supply disruptions, shortages of materials or plants, phytosanitary quarantines, fires, strikes and lockouts including those at suppliers and subcontractors, major breakdowns, cyberattacks, decisions of authorities, embargoes, energy or fuel shortages, accidents and traffic blockages. These events suspend the obligations of the Provider. If the hindrance exceeds ninety (90) days, either party may terminate the Order in writing, without compensation, subject to payment for the Services performed and the Products specifically ordered for the Client.

6.4. Unforeseeability. If unforeseen circumstances make performance excessively burdensome — actual nature of the subsoil, rock, fill, groundwater, pollution, remains, unmarked networks — the parties shall renegotiate in good faith the price and deadlines. Failing agreement within fifteen (15) days, either party may terminate the unexecuted part, the Provider being paid for the Services performed and the expenses incurred.

6.5. Delivery and transfer of risks.

• Professional client : the risks of loss and deterioration are transferred as soon as the Products leave the warehouses of the Provider or its supplier.
• Consumer : in accordance with Article VI.44 CDE, the risks are transferred at the moment when the Consumer, or a third party designated by him other than the carrier, physically takes possession of the Products.
• The transport organised by the Provider is carried out at the Client's expense. Transport insurance can be taken out at their written request and at their expense.
• Partial deliveries are permitted as long as they do not impair the utility of the whole.

Article 7 — Client's Obligations, site condition and access

7.1. Access. The Client guarantees free, passable and secure access to the site for the Provider, its subcontractors, their vehicles and equipment, on the agreed dates, as well as a sufficient storage and manoeuvring area. They bear the cost of the necessary measures to make this access possible.

7.2. Water and electricity. The Client provides free of charge the water and electricity necessary for the work and covers the costs of parking, road occupation and administrative permits.

7.3. Permits and authorisations. The obtaining of permits (urban planning, felling, modification of land relief, party wall, co-ownership authorisations, exemptions) and compliance with municipal regulations, easements, legal planting distances and urban planning requirements is the sole responsibility of the Client, unless a written assignment is entrusted to the Provider and billed as such. The Provider may suspend the work, without compensation and at the Client's expense, if it appears that a required authorisation is missing.

7.4. Networks, pipelines and non-visible installations

(a) Client's obligation to inform. The Client is the sole holder of the information relating to their land. They communicate to the Provider, before the start of the work and in writing, the exact location, the layout and the depth of all gas pipes, electrical cables, telecommunications lines, water and drainage pipes, drains, tanks, pits, irrigation systems, outdoor lighting, ducts, anchors, membranes and other non-visible elements, as well as all plans, as-built plans, installation plans and technical documents in their possession.

(b) Search for plans from network managers. The search, request and obtaining of plans from network managers and federal points of contact (notably KLIM/CICC) are not part of the Contractor's mission and are not included in the price. When the Contractor proceeds with this, they act on behalf of, for the account of and at the expense of the Client, as an ancillary service charged on a time and materials basis. This intervention does not transfer to the Contractor the obligation to provide information referred to in point (a), nor does it guarantee the accuracy, completeness, timeliness or precision of the data communicated by the managers or by third parties, which are by nature indicative.

(c) Absence of liability. The Contractor is not liable for damages caused to unreported elements, poorly located, not included in the submitted plans, or whose actual layout or depth deviates from the information received. The costs of repair, reinstatement, emergency intervention, securing and the consequences of a supply interruption are entirely the responsibility of the Client.

(d) Client's guarantee. The Client guarantees the Provider and fully indemnifies them against any claims from third parties — including network managers, neighbours, insurance companies, and authorities — resulting from inaccurate, incomplete, or late information provided by them or their advisors.

(e) Reservation. These provisions govern the allocation of costs and responsibilities between the parties. They do not affect the public safety obligations applicable to excavation work, nor the Provider's liability in cases of fraud, gross negligence, or harm to physical integrity.

7.5. Site condition upon arrival and preparatory work by the Client

(a) On the agreed date, the site must be clear, unobstructed, clean, and ready to receive the work: work area cleared, furniture and objects moved, vehicles removed, access clear.

(b) Preparatory work carried out by the Client or by a third party (pruning, felling, cutting of vegetation, clearing, demolition, partial excavation) must be completed and waste removed before the Provider's arrival. Cuttings, branches, stumps, foliage, rubble, soil, and waste left on site will be removed by the Provider upon simple observation and charged at cost (labour, transport, container rental, disposal at an approved centre), without the need for prior additional agreement.

(c) Additional charges include: preliminary cleaning, preparing the work area, moving furniture, materials or objects, mowing or clearing necessary for access, as well as the reworking, correction or demolition of work carried out by the Client or by a third party.

(d) Proof. The Provider documents the state of the site upon arrival by dated photographs, which serve as evidence between the parties regarding the condition of the premises and the necessity for additional services.

7.6. Existing works, soils and vegetation — consequences of machinery passage

(a) The Client acknowledges and accepts that the execution of gardening work involves the repeated passage of people, vehicles, machines and equipment. Tracks, ruts, soil settling and compaction, marks and tearing on lawns, paths and edges, soil projections, dust, stains, breakage of low branches and superficial damage to surfaces are normal and inevitable consequences of this type of work. They do not constitute compensable damage and do not entitle the Client to any compensation, price reduction or payment withholding.

(b) The extent of these consequences largely depends on the weather, humidity and soil bearing capacity at the time of intervention, elements not predictable at the date of the quote.

(c) Restoration. Unless expressly stated in the quote, restoration (decompaction, aeration, re-seeding, soil addition, cleaning, replacement of edges or slabs) is not included in the price.. It is carried out at the request of the Client and charged on a time and materials basis.

(d) Protections. The Client must notify in writing, before the start of the work, the fragile or valuable items they wish to have protected (finishes, walls, artworks, pools, technical systems, automatic irrigation, lighting, plants to be preserved). Protective measures (road plates, geotextiles, trunk protections, temporary pathways) are charged as an extra.In the absence of written notification, no responsibility is assumed.

7.7. Requests made during the project

(a) Any request made during the project — modification, addition, relocation, change of species or material, intervention in an unplanned area, additional work — constitutes a order for additional work charged on a time and materials basis, at the rates of Article 4.

(b) It is confirmed in writing, including by simple email or electronic message. In the absence of this, the site note or the daily report from the Service Provider communicated to the Client and not contested in writing within three (3) working days serves as confirmation.

(c) The immediate execution of an oral request, out of courtesy or in the interest of the project, does not constitute a waiver of its billing nor acceptance of execution free of charge.

(d) Any additional request may lead to an adjustment of the schedule and deadlines, without the Client being able to claim any rights.

7.8. Absence or inaccessibility. If the Client is absent when their presence is required, or if the site is not accessible or ready on the agreed date, the immobilisation costs are charged at the rate of [90] EUR excluding VAT per person and per hour started, plus the costs of equipment rental, mobilised subcontractors, and travel.

7.9. Earth, waste and evacuations. Unless expressly stated in the quote, the removal of excavated earth, rubble, stumps, and green waste is not included and is charged additionally according to the actual volumes. The Client is the producer of the earth and waste within the meaning of the applicable regulations; the analyses, quality reports of the earth, traceability, and costs of disposal at an approved centre are at their expense. The Client guarantees the absence of soil pollution and indemnifies the Service Provider for any consequences of unreported pollution.

7.10. Safety of the work area. During the entire duration of the work, the work area is prohibited access to the Client, members of their household, their animals, and any third parties, unless accompanied by the Service Provider. The Client ensures compliance with this prohibition, particularly regarding children and animals, and informs any third parties present on the property. The Service Provider disclaims any responsibility for damages resulting from non-compliance with this obligation, without prejudice to public order rules regarding safety.

7.11. Non-solicitation. During the duration of the contract and for twelve (12) months after its expiry, the Client is prohibited from hiring or directly employing a member of staff or a subcontractor of the Provider who participated in the project, without prior written agreement. In case of breach, they are liable to a fixed compensation of [15,000] EUR per concerned person, without prejudice to the right to prove greater damage. This clause does not apply to the Consumer.

Article 8 — Plants: living nature and absence of buy-back guarantee

The Client acknowledges having read this article and having expressly accepted it. Plants are living organisms: their survival after planting depends on factors that the Provider does not control.

8.1. Principle. Plants are living organisms. Their growth, recovery, flowering, final form, and survival depend on many factors over which the Provider has no control after delivery or planting, including: watering, weather conditions, the nature and evolution of the soil, drainage, exposure, pressure from diseases and pests, wildlife, domestic animals, the neighbourhood, third-party interventions, and subsequent maintenance.

8.2. Obligation of means. The Provider undertakes to supply healthy Plants that conform to the Order at the time of delivery, and to implement them according to the rules of the trade. They subscribe to an obligation of means and not an obligation of result. The Provider does not guarantee the recovery, growth, flowering, or survival of the Plants after their delivery and/or planting.

8.3. Exclusion of warranty for take-back. Unless a take-back warranty is expressly stipulated in writing in the quote (article 8.6), no take-back warranty is due. Deterioration, drying out, total or partial mortality, loss of foliage, dripping, lack of flowering or deformation of a Plant occurring after delivery or planting do not entitle to any replacement, refund, price reduction or compensation.

8.4. Watering — essential obligation of the Client. Regular and sufficient watering is an essential obligation of the Client from the time of delivery or planting, unless a maintenance contract expressly covering this item is in place. The Client agrees to follow the maintenance recommendations provided by the Service Provider (Appendix 2), which are an integral part of the contract. A failure to water, excessive watering or inappropriate watering excludes any liability of the Service Provider.

8.5. Specific exclusions. The Service Provider is in no way responsible for:

• the appearance of weeds, moss, wild plants, fungi or regrowth in sown or rolled lawns, flower beds, borders and planted areas;
• the heterogeneity of germination of a sown lawn, the time taken for a lawn to close and its final density;
• the consequences of drought, frost, hail, heatwaves, storms, floods and any other climatic hazards;
• damage caused by animals (rodents, wild boars, deer, birds, domestic animals), insects, fungal or bacterial diseases, or quarantine organisms;
• of the transplantation of existing Plants, always carried out at the exclusive risk of the Client and without any guarantee ;
• of the development of the Plants planted at the request of the Client in unsuitable conditions (exposure, soil, drainage, density, planting period) despite the contrary written advice of the Service Provider ;
• of the Plants supplied by the Client or by a third party ;
• of the consequences of a treatment, an amendment, a pruning or an intervention carried out by the Client or a third party ;
• of the natural variations in colour, size, shape and appearance compared to the visuals, plans, photographs or 3D views, which are purely illustrative.

8.6. Conventional take-back guarantee (optional). A take-back guarantee can only result from an express written mention in the quote. Unless otherwise stipulated, it is subject cumulatively to the following conditions :

1. it is limited to one (1) growing season and one (1) unique replacement per subject ;
2. it only covers the purchase value excluding VAT of the Plant, excluding labour, earthworks, potting soil, mulching, transport and relocation costs, which remain chargeable ;
3. it is conditional upon the subscription and compliance with a maintenance contract with the Service Provider covering watering and care, or upon proof by the Client of strict adherence to maintenance recommendations ;
4. it is excluded in the event of the occurrence of any of the events referred to in article 8.5 ;
5. it is conditional upon the full payment of invoices related to the project concerned ;
6. it requires written notification within fifteen (15) days of the observation of the decline, with dated photographs, and the possibility for the Provider to assess the condition on site before any uprooting or replacement; any prior uprooting results in the loss of the benefit of the warranty;
7. it does not apply to lawns, sowings, bulbs, annual plants, biennial plants, aquatic plants, potted or container plants, nor to large or exceptional specimens, unless otherwise stated.

8.7. Legal rights of the Consumer. Articles 8.1 to 8.6 do not affect the legal warranty of conformity to which the Consumer is entitled for defects existing at the time of delivery, notably a sick Plant or one that does not conform to the species, variety or size ordered. In contrast, mortality or decline occurring after delivery due to factors subsequent to it does not constitute a defect in conformity, but rather the consequence of the living nature of the Product and the conditions of its maintenance.

8.8. Claim upon delivery. Any dispute regarding the species, variety, size, quality or apparent health status of the Plants must be made on the day of delivery, before planting, and confirmed in writing within 48 hours with photographs. After this period, the Plants are deemed accepted in good condition for their apparent characteristics.

Article 9 — Receipt, claims and warranties

9.1. Receipt. The acceptance of the works takes place contradictorily at the end of the site. In the absence of written reservations made within eight (8) calendar days of the notified completion, or in the case of taking possession, using the garden or paying the balance without reservation, the works are deemed accepted and received for all apparent defects and faults.

9.2. Unless otherwise agreed, the acceptance is unique and constitutes both provisional and definitive acceptance.

9.3. Apparent defects of the Products. The Client checks the Products upon delivery. Any non-conformity or apparent defect must be reported before implementation and no later than 48 hours, in writing and with justification.

9.4. Hidden defects. Any action based on a hidden defect must, under penalty of forfeiture, be brought within a short period, and in any case within two (2) months of the discovery of the defect and no later than twelve (12) months from acceptance. This paragraph does not apply to the Consumer, who benefits from legal time limits.

9.5. Legal warranty for the Consumer. The Consumer benefits from a legal conformity warranty of two (2) years from the delivery of the Products, under the conditions provided by the Civil Code and Book VI CDE, as well as the warranty for hidden defects. He informs the Provider of the defect within two (2) months of its discovery.

9.6. Ten-year liability. For works related to major construction (retaining walls, concrete works, foundations, engineering structures), the Provider's ten-year liability applies in accordance with the law for ten years from acceptance. This liability cannot be excluded.

9.7. Implementation. Pour le Client professionnel, les remèdes sont, au choix raisonnable du Prestataire : la réparation, le remplacement, ou le remboursement du prix du Produit ou de la Prestation concernée, à l'exclusion de toute autre indemnité. Le Consommateur bénéficie de la hiérarchie des remèdes prévue par la loi.

9.8. Exclusions. All guarantees are excluded: normal wear and tear, natural aging, colour variations, hairline cracks, efflorescence, ground movements, wood greying, oxidation, stains and dirt, as well as damage resulting from a lack of maintenance, abnormal use, modifications by the Client or a third party, or failure to comply with maintenance recommendations.

9.9. Returns. No Product can be returned without prior written agreement. Plants and custom Products are not accepted for return. Containers, pallets and deposits are returned on the day of delivery and refunded after being returned in good condition.

9.10. Suspensive effect. A claim, even if well-founded, does not authorise the Client to suspend payment of undisputed amounts. Costs incurred by a manifestly unfounded claim are the responsibility of the professional Client.

Article 10 — Liability

10.1. The Service Provider performs its Services according to the rules of the trade and undertakes, unless otherwise stated in the quote, an obligation of means.

10.2. Limitation. Sans qu'il puisse être porté atteinte à sa responsabilité en cas de dol, de faute lourde, de faute intentionnelle, d'atteinte à la vie ou à l'intégrité physique, ou de manquement à une obligation essentielle du contrat, the total liability of the Provider is limited, per claim and per contractual year, to the higher of the two following amounts: (i) the amount excluding VAT of the relevant Order, or (ii) the amount actually covered by its liability insurer.

10.3. Indirect damages. The Provider is not responsible for indirect or immaterial damages: loss of enjoyment, loss of earnings, loss of clientele, loss of data, subjective aesthetic damage, loss of value of an asset, reputational damage, damages caused to third parties. This exclusion does not apply to the Consumer to the extent that the law opposes it.

10.4. Subcontractors and third parties. The Provider is responsible for the diligent choice of its subcontractors. With respect to the professional Client, it is not responsible for the faults of independent providers and suppliers designated or imposed by the Client. With respect to the Consumer, the Provider remains responsible for the execution by its subcontractors.

10.5. Coordination. When several companies are involved on the site, the Provider assumes no general coordination, health-safety coordination, or project management duties, unless there is a written and paid assignment. The designation of a health-safety coordinator, when legally required, is the responsibility of the project owner.

10.6. Insurances. The Provider is covered by professional civil liability and operational insurance with [company — policy number], as well as, where applicable, by the mandatory ten-year liability insurance. A certificate is provided upon simple request.

10.7. Advice. The opinions, layout plans, species suggestions and maintenance advice are given in good faith based on the information provided by the Client. The Provider is not responsible for the consequences of inaccurate, incomplete or late information.

Article 11 — Subcontracting and personnel

11.1. The Provider may freely delegate all or part of the execution to subcontractors or independent providers of its choice, without prior authorisation from the Client. It remains the sole point of contact for the Client.

11.2. The Provider guarantees that its subcontractors are compliant with their social and tax obligations, and applies, where applicable, the withholding obligations provided for in articles 30bis and 30ter of the law of 27 June 1969 and in article 403 of the Income Tax Code.

11.3. The Client is prohibited from giving direct instructions to the subcontractors or personnel of the Provider, as well as from entering into parallel agreements with them regarding the site or related work. Any service obtained in violation of this clause remains chargeable by the Provider.

11.4. The Provider may assign the contract to another entity within its ecosystem, particularly in the event of reorganisation, merger, demerger or transfer of a business branch, subject to written notification to the Client. The Client may not assign the contract without prior written agreement from the Provider.

Article 12 — Duration, postponement, termination and cancellation

12.1. Unless otherwise stated in the quote, maintenance contracts are concluded for an indefinite duration.

12.2. Termination of maintenance contracts. Each party may terminate the contract in writing (registered or email with acknowledgment of receipt), subject to a notice period of three (3) months for the professional Client and two (2) months for the Consumer. The notice period begins on the first day of the month following the notification. In case of non-compliance with the notice period, compensation equal to the services remaining due for the duration of the unperformed notice period is owed.

12.3. Postponement of a scheduled project

(a) Projects are scheduled several weeks or months in advance and mobilise teams, equipment, subcontractors, supplies, and reserved plants. The Client acknowledges that a slot released late generally cannot be reallocated and constitutes a permanent loss for the Provider.

(b) Any postponement requested by the Client must be notified in writing. It is subject to the Provider's agreement and availability; no replacement date is guaranteed. A postponement of more than [3] months results in a price revision in accordance with article 4.5 and the updating of the availability of the Plants.

(c) Reservation fee. The postponement gives rise to a fee calculated on the net amount of the Order, depending on the time separating the written notification from the scheduled start date:

Notification received	Fee
More than 60 days before	No flat-rate compensation; only the actual incurred and non-recoverable costs remain due (studies and design hours, plants and supplies ordered, reservations with third parties)
30 to 60 days before	10 %
15 to 29 days before	20 %
5 to 14 days before	30 %
Less than 5 days before, or on the same day	40 %, with a minimum of one team day at the standard rate

(d) In addition, the actual incurred and non-recoverable costs are added: plants, supplies and materials ordered or reserved, non-cancellable equipment rentals, engaged subcontractors, non-reassignable labour, travel expenses and deposit return.

(e) A second rescheduling, or a rescheduling of more than [6] months, is treated as a cancellation and falls under article 12.4.

12.4. Cancellation of an Order by the Client

(a) Any cancellation must be notified in writing. The Client is liable, on the amount excluding VAT of the Order:

Moment of cancellation	Fee
More than 30 days before the planned start date	20 %
Less than 30 days before the planned start date	30 %
Work commenced	Price of services rendered and products and plants ordered, increased by 30 % of the balance of the Order

(b) In all cases, the actual incurred costs and irrevocable commitments made to third parties are added.

(c) Justification. These amounts correspond to the foreseeable damage of the Provider: immobilisation of a non-reassignable production slot, fixed team costs, studies and preparation already carried out, reservations with suppliers and nurserymen.

(d) Reciprocity. In the event of cancellation or postponement attributable to the Provider, outside the cases referred to in articles 6.2, 6.3 and 6.4, the Client is entitled to equivalent compensation, calculated according to the same scales.

12.5. Termination for breach. In the event of a serious breach by one party not remedied within fifteen (15) days of a written notice, the other party may terminate the contract by written notification, without prejudice to damages. Serious breaches by the Client include: failure to pay, persistent refusal of access to the site, endangering the safety of personnel.

12.6. Insolvency. The Provider may suspend or terminate the contract in the event of bankruptcy, judicial reorganisation, liquidation, seizure or manifest insolvency of the Client, within the limits permitted by Book XX CDE.

12.7. Suspension for non-payment. The Provider may suspend its services, including recurring ones, after a notice of default that has remained ineffective. The suspension does not reduce the amounts due for the period concerned if the default is attributable to the Client.

Article 13 — Consumer right of withdrawal

13.1. When the contract is concluded at a distance or off premises, the Consumer has fourteen (14) calendar days to withdraw without reason or penalty: for services, from the day of the conclusion of the contract; for Products, from the day of physical possession of the goods.

13.2. Terms. Withdrawal is notified by an unambiguous statement, by postal mail or by email to [dedicated email address]. The standard form in Annex 1 may be used, but is not obligatory.

13.3. Early execution. If the Consumer wishes for the execution to begin before the expiry of the withdrawal period, they must make an express request in writing. In the event of subsequent withdrawal, they will pay an amount proportional to the services provided until the communication of their withdrawal.

13.4. Legal exceptions. The right of withdrawal does not apply, in particular, to:

• services fully performed when the execution has begun with the express prior agreement of the Consumer and their acknowledgment that they will lose their right of withdrawal once the service is fully performed;
• Products made to the specifications of the Consumer or clearly personalised (custom plans, structures and screens made to size, specifically selected plants);
• Products that are likely to deteriorate or expire rapidly, which includes Plants;
• emergency work requested expressly by the Consumer.

13.5. Refund. In the case of a valid withdrawal, the Provider refunds the amounts received within fourteen (14) days of receiving the notification, if applicable after the return of the Products. The direct return costs are the responsibility of the Consumer, unless otherwise stated.

Article 14 — Intellectual property, plans and images

14.1. Ownership. The Provider retains all intellectual property rights over its studies, preliminary projects, plans, sketches, drawings, planting plans, species lists, 3D views, photomontages, models, specifications, measurements, methods, texts, photographs and videos, including when these elements have been invoiced to the Client.

14.2. Licence of use. The acceptance of the quote and full payment grant the Client a non-exclusive, non-transferable licence limited to the execution of the project subject to the Order, on the sole concerned property. Any other use — reproduction, adaptation, reuse on another site, communication to a third party, handover to a competing company for execution, commercial publication — is prohibited without prior written agreement from the Provider.

14.3. Non-payment. In the absence of full payment, no licence is granted and the Client is prohibited from any use of the documents provided, which must be returned or destroyed upon simple request.

14.4. Flat-rate compensation. Any unauthorised use gives rise to a flat-rate compensation of [10] % of the amount excluding VAT of the project carried out based on the relevant documents, with a minimum of [2,500] EUR, without prejudice to the right to claim full compensation for the damage and to cease the infringement.

14.5. Right to the image of the achievements. The Service Provider reserves the right to photograph and film the achievements, including by aerial shots carried out in accordance with applicable regulations, and to use them for reference, portfolio, website, social media, press, and professional competitions. These images do not include the Client's name, nor their exact address, nor identifiable persons without their consent. The Client may object at any time, before or after publication, by simple written request; the Service Provider will then cease any further use and remove the content from the media it controls within a reasonable time.

14.6. References. The Service Provider may mention the professional Client in its commercial references, unless there is a written objection.

14.7. Content provided by the Client. The Client guarantees that they hold the rights to the documents, plans, photographs, and content they transmit, and indemnifies the Service Provider against any claims from third parties in this regard.

14.8. Trademarks. The trademarks, logos, names, graphic charters, and domain names of the Service Provider and its ecosystem remain its exclusive property. No use is permitted without written agreement.

Article 15 — Protection of personal data (GDPR)

15.1. Data controller. The data controller is the contracting entity identified on the quote and invoice. Contact for any questions regarding the data: [projet@vertval.be].

15.2. Processed data. Données d'identification et de contact (nom, adresse, e-mail, téléphone) ; données relatives au bien (adresse du chantier, plans, photographies, caractéristiques du terrain) ; données contractuelles et financières (devis, factures, paiements, historique) ; données de navigation sur les sites ; correspondance ; le cas échéant, images issues du chantier.

15.3. Purposes and legal bases.

Purpose	Legal basis (art. 6 GDPR)
Quote, execution of the contract, site monitoring, after-sales service	Execution of the contract (art. 6.1.b)
Invoicing, accounting, tax and social obligations	Legal obligation (art. 6.1.c)
Debt collection, dispute management, proof	Legitimate interest (art. 6.1.f)
Prospecting with existing clients on similar products	Legitimate interest, with right of objection (art. 6.1.f)
Newsletter and prospecting with prospects	Consent (art. 6.1.a)
Publication of photographs of achievements	Legitimate interest, with unconditional right of objection (art. 14.5)
Non-essential cookies and audience measurement	Consent

15.4. Destinataires. Les données sont communiquées uniquement aux personnes qui en ont besoin : personnel autorisé, sous-traitants intervenant sur le chantier, fournisseurs de végétaux et matériaux pour les livraisons, prestataires informatiques et d'hébergement, éditeurs des outils de gestion et de facturation, comptable et réviseur, assureurs et courtiers, avocats et huissiers en cas de litige, et autorités lorsque la loi l'impose. Data is neither sold, nor rented, nor exchanged for third-party advertising purposes.

15.5. Subcontractors within the meaning of the GDPR. The Provider only uses subcontractors that provide sufficient guarantees and enters into agreements with them that comply with Article 28 of the GDPR.

15.6. Transfers outside the EEA. Certain technical providers may process data outside the European Economic Area. The transfer is then governed by an adequacy decision or by the standard contractual clauses of the European Commission, supplemented by additional measures if necessary. The list of the main categories of recipients is available upon request.

15.7. Retention periods.

• Contractual and project data: duration of the contract + 10 years;
• Accounting documents and invoices: 10 years;
• Unfollowed quotes: 3 years;
• Prospecting data: 3 years from the last contact;
• Cookies: durations indicated in the cookie policy, with a maximum of 13 months for audience measurement;
• Spontaneous applications: [2] years with the person's consent.

15.8. Rights of individuals. Every individual has the rights of access, rectification, erasure, limitation, opposition, and portability, as well as the right to withdraw their consent at any time and to set directives regarding the fate of their data after their death. These rights can be exercised by email at [privacy@…] or by post to the registered office, with proof of identity if necessary. The Provider responds within a month of the request.

15.9. Complaint. Any person can file a complaint with the Data Protection Authority, Rue de la Presse 35, 1000 Brussels — contact@apd-gba.be — www.autoriteprotectiondonnees.be.

15.10. Security and breaches. The Provider implements appropriate technical and organisational measures (access control, backup encryption, enhanced authentication, staff awareness). In the event of a breach posing a risk, the Authority is notified within 72 hours and the affected individuals are informed when required by law.

15.11. Cookies and trackers. The use of cookies is described in the Cookie Policy, accessible from each page. Non-strictly necessary cookies are only placed after free, specific, informed and unambiguous consent is obtained via a banner allowing refusal as easily as acceptance and withdrawal of consent at any time.

15.12. These provisions are supplemented by the Privacy Policy available on the Provider's sites.

15.13. Communications. Exchanges by email and messaging related to a project are retained for proof and follow-up purposes. Calls are not recorded, unless expressly informed in advance.

Article 16 — Confidentiality

16.1. Each party agrees not to disclose the confidential information of the other party that it becomes aware of in the course of the contract (prices, methods, plans, technical and commercial data), during the term of the contract and for five (5) years after its termination.

16.2. This obligation does not apply to public information, developed independently, or whose disclosure is required by law or an authority.

Article 17 — Miscellaneous provisions

17.1. Partial nullity. The nullity, unenforceability or abusive nature of a clause does not affect the validity of the other clauses. The clause in question is deemed unwritten and, to the extent permitted, replaced by a valid provision pursuing an equivalent economic objective. With respect to the Consumer, a clause declared abusive is deemed unwritten without reduction.

17.2. Absence of waiver. Not invoking a clause does not constitute a waiver of the right to invoke it later.

17.3. Notifications. Notifications are validly made by e-mail to the addresses mentioned in the quote, with acknowledgment of receipt or proof of sending. Formal notices and terminations are notified by e-mail and by registered mail.

17.4. Evidence. The parties accept the evidential value of e-mails, electronic exchanges, digital site reports, timestamped photographs, electronic signatures and records from the Provider's computer systems.

17.5. Language. These terms exist in French and, where applicable, in Dutch and English. In the event of an interpretation discrepancy, the French version prevails, unless the law requires the use of another language.

17.6. Completeness. The contract, consisting of the documents referred to in article 2.3, expresses the entirety of the parties' agreement and replaces any prior agreement concerning the same subject.

Article 18 — Applicable law, mediation and jurisdiction

18.1. The present conditions and all contractual relationships are governed exclusively by Belgian law, to the exclusion of the Vienna Convention on the International Sale of Goods.

18.2. The parties strive to resolve any dispute amicably and may resort to mediation before any legal proceedings.

18.3. Consumers. The Consumer may contact the Consumer Mediation Service, Boulevard du Roi Albert II 8 box 1, 1000 Brussels — www.mediationconsommateur.be — or the European Online Dispute Resolution platform when available.

18.4. Professional client. Any dispute falls under the exclusive jurisdiction of the courts and tribunals of the judicial district of Walloon Brabant (Nivelles division), and where applicable, the commercial court of Hainaut, Nivelles division, the seat of the contracting entity. The parties expressly agree that the proceedings shall be conducted in French, within the limits permitted by the law of 15 June 1935 concerning the use of languages in judicial matters. This allocation of jurisdiction also applies to requests for interim measures, emergency procedures and counterclaims.

18.5. Consumer. With respect to the Consumer, the imperative rules of territorial jurisdiction of the Judicial Code apply: the dispute is brought before the court of the Consumer's domicile, the place of conclusion of the contract or the place of performance of the obligation, within the limits of the law.

Annex 1 — Withdrawal Form (Consumers)

To be completed and returned only if you wish to withdraw from the contract.

To the attention of: [entity — address — email]

I hereby notify you of my withdrawal from the contract concerning the provision of services / the sale of the goods below:

• Ordered on / received on: …………………
• Reference of the quote or order: …………………
• Name of the consumer(s): …………………
• Address: …………………
• Signature (only in case of notification on paper): …………………
• Date: …………………

Annex 2 — Maintenance Recommendations

These recommendations are an integral part of the contract and condition any potential buyback guarantee (article 8.6).

1. Watering. Water generously on the day of planting, then regularly during the first two growing seasons, favouring generous and spaced watering rather than frequent and superficial. Adjust to actual rainfall, exposure, and soil type. Light rains do not reach the roots.
2. Critical periods. Monitor periods of drought, wind, extreme heat, and prolonged frost. Continue watering evergreens and hedges in winter, outside of frost periods.
3. Mulching. Maintain and replenish the mulch, without direct contact with the collar.
4. Basins and stakes. Keep the watering basins and check the stake ties, loosening them as growth occurs.
5. Lawn. Water the seedlings and trays daily until rooting. First mowing at 8–10 cm, blade well sharpened. The presence of mosses and weeds is a natural phenomenon related to regular maintenance.
6. Fertilisation and pruning. Adhere to the recommended periods by species. Avoid any severe pruning in the first year.
7. Clay or compacted soils. Check for the absence of water stagnation: excess water is as common a cause of mortality as lack of water.
8. Anomalies. Report in writing and with dated photographs any anomaly within 15 days of its observation, without uprooting the subject concerned.

The Provider offers maintenance contracts covering all of these operations. Subscribing to such a contract is the condition for any conventional recovery guarantee.