General Terms and Conditions

Version 2.0 — effective from 1 September 2026. These terms replace all previous versions.

Article 1 — Company Identity

In these terms, Offyce is referred to as “Offyce,” “we,” or “us.” The counterparty is referred to as “the client.”

Article 2 — Definitions

1. Consumer: any natural person acting for purposes outside their trade, business, craft, or professional activity.
2. Business: any customer who is not a consumer, including companies, associations, self-employed individuals, governments, and institutions.
3. Products: the goods offered by Offyce, including acoustic panels, walls, columns, and planters, furniture, meeting and concentration booths, and lounge areas.
4. Services: the service provision offered by Offyce, including advice, workplace assessments and employee surveys, design and 3D visualization, employer branding, project management, delivery, installation, and aftercare.
5. Quote: any written proposal issued by Offyce, regardless of whether it is delivered via email, through the website, or on paper.
6. Agreement: the entirety of the accepted offer, these general terms and conditions, and any applicable specific terms.

Article 3 — Applicability and Precedence

1. These terms apply to every offer, order, assignment, and agreement between Offyce and the customer, as well as to every delivery and placement arising therefrom.
2. The customer acknowledges having received and accepted these terms before entering into the agreement. They are provided with every quotation and are permanently available and downloadable on our website.
3. Offyce explicitly rejects the purchase or other terms of the customer, even if communicated later and even if the contrary is stated therein. Deviations only apply if Offyce has expressly and in writing accepted them, and only for the agreement to which they relate.
4. In case of contradiction, the following order of precedence applies: (1) the written special agreement, (2) the accepted quote, (3) these general terms and conditions.
5. If a provision is void, invalid, or unenforceable, the rest of the agreement remains fully valid. The affected provision will be replaced by a valid provision that approximates the original intent as closely as possible.
6. Failure to enforce a right immediately does not waive that right.

Article 4 — Quotes

1. Quotes are valid for 30 calendar days from the date of issue, unless the quote specifies a different period. After this period, they are non-binding.
2. Quotes are based on the data, plans, dimensions, and information provided by the customer. If these prove to be incorrect or incomplete, Offyce may adjust the quote. We are not liable for the consequences of erroneous or missing customer information.
3. A quotation is valid as a whole. Offyce is not obligated to execute a part of it at a proportional price.
4. Images, 3D visualizations, color samples, mood boards, fabric overviews, and technical sheets are indicative. Color, texture, and wood grain variations inherent to the material or production process do not entitle the customer to rejection, price reduction, or compensation, provided they remain within the industry’s standard tolerances.
5. Obvious errors and material mistakes in a quotation, price list, or on the website do not bind Offyce.
6. A request submitted via the website or configurator is a quote request, not an order. No agreement is formed through this method, and payment is not made online.
7. Collaborative work, site visits, study work, custom designs, and 3D visualizations can be billed separately. This will be noted in the quote in advance.

Article 5 — Formation of the Agreement

1. The agreement comes into effect at the moment Offyce receives the customer’s written acceptance of the quotation, or — if earlier — at the moment the agreed advance payment is credited to our account.
2. Acceptance via e-mail, through a digital signature, or by ticking a checkbox in our quotation tool is considered a valid written acceptance.
3. For extensive, phased, or composite projects, at the request of either party, a separate agreement may be drawn up, outlining, among other things, the scope, phases, timeline, delivery criteria, payment schedule, and any data processor agreements. This agreement will take precedence over these terms for the points it explicitly regulates.
4. Every agreement is subject to the suspensive condition of sufficient availability of the relevant products and materials from our suppliers.
5. Offyce may, within the legal limits, inquire about the customer’s creditworthiness and may refuse an order for justified reasons or make it dependent on additional guarantees.

Article 6 — Prices, VAT, and Additional Work

1. Prices in quotes for businesses are exclusive of VAT. Prices for consumers are inclusive of VAT.
2. Unless the quote states otherwise, prices are exclusive of: transport and delivery to the destination, installation and assembly, electrical connections and utility connections, lifting and handling equipment, disposal of packaging and existing furniture, waiting hours, parking and interpreter costs, and any required permits.
3. VAT for Dutch businesses. If Offyce supplies goods or services to a customer-business with a valid Dutch VAT identification number, VAT will be passed on to the customer in the legally prescribed cases. In such cases, the invoice will include the note ‘VAT passed on’ along with the customer’s VAT number. The same rule may apply to other customers within the European Union who possess a valid VAT identification number.
4. The customer is responsible for the accuracy and validity of the provided VAT identification number and for the correct declaration and payment of the transferred VAT in their own country. If the number proves invalid, not activated for intra-community transactions, or incorrectly communicated, Offyce may still charge VAT. In this case, the customer compensates Offyce for the VAT, interest, and any resulting fines and costs.
5. Offyce may adjust the price if, between the date of the quotation and the date of execution, the cost of materials, raw materials, energy, transport, or wages changes by more than 5%, and in the same proportion as that change. The customer will be informed of this in writing before execution. If the increase exceeds 10% of the total price, the customer may terminate the agreement within 14 calendar days after that notification at no cost for the part not yet executed.
6. Additional Work. Work, deliveries, or design adjustments not included in the quotation and required due to the customer’s request or changed circumstances are billed as additional work at the then-current rates. Offyce notifies additional work in advance. Proof of the order for additional work and its price can be provided by any legal means, including an email confirmation or a work order signed on-site.

Article 7 — Invoicing and Payment

1. New customers must pay the full price (100%) upfront. Production, supplier ordering, and delivery will only commence once the full amount has been credited to our account.
2. Existing customers pay a deposit of 50% upon ordering. The balance is due before or at delivery, unless the quote or a separate agreement specifies a different payment schedule.
3. Offyce may allow more flexible or stricter payment terms in individual cases. Such a concession is granted once and does not create any rights for the future.
4. Unless stated otherwise, invoices are payable within 14 calendar days from the invoice date, to the account mentioned on the invoice, without discount and without settlement of accounts.
5. A protest against an invoice must be made in writing and justified within 8 calendar days after the invoice date. After that, the invoice is considered accepted. A protest does not suspend the payment obligation for the undisputed portion.
6. Late payment by a business. In case of non-payment on the due date, default interest is due by law and without reminder at the interest rate determined by the law of 2 August 2002 concerning the combating of payment delays in commercial transactions, as well as a fixed penalty of 10% of the outstanding amount with a minimum of €150, without prejudice to Offyce’s right to prove a higher actual damage and to claim the legal enforcement costs.
7. Late payment by a consumer. In case of non-payment by the due date, Offyce will first send a free reminder. The consumer has 14 calendar days from the third working day after dispatch to settle the payment. Only after this period has elapsed shall a penalty and default interest be due, within the limits and according to the scales of Book XIX of the Economic Law Code. The same interest rate applies to the consumer if Offyce fails to meet its own obligations in a timely manner.
8. Failure to pay an invoice by its due date makes all other invoices, even those not yet due, immediately payable, and Offyce may suspend further execution of all ongoing agreements until full payment is made. Offyce will notify the customer of this in writing.
9. Payments are first allocated to fees, then to interest, and finally to the oldest outstanding principal amount.
10. Invoices are delivered electronically to the e-mail address provided by the customer. The customer accepts the electronic invoice as a valid invoice.

Article 8 — Delivery, Installation, and Deadlines

1. Delivery terms are provided in good faith but are indicative, unless the quote explicitly states a binding deadline. For consumers, the legal maximum term of 30 days applies in any case when no term has been agreed upon.
2. Exceeding an indicative deadline does not entitle the business customer to compensation, refusal of delivery, or termination, unless the delay exceeds 60 calendar days and is attributable to Offyce. In such a case, the customer may terminate the agreement for the undelivered portion in writing after a reasonable notice period following a reminder.
3. The customer ensures that the delivery and installation location is free, safe, clean, and accessible at the agreed time: a clear passage and sufficient maneuvering space, a working elevator or an acceptable alternative access route, available electricity, a flat and load-bearing surface, and parking or loading facilities in the immediate vicinity. The customer is responsible for any necessary permits and for obtaining permission from the owner, syndicate, or landlord.
4. If delivery or installation cannot proceed or be completed due to a cause attributable to the customer, waiting hours, transportation costs, storage costs, and the costs of a second relocation will be charged to the customer at the applicable rates.
5. Offyce may deliver in parts and invoice each part separately.
6. Offyce may engage subcontractors and suppliers of its own choosing to execute the work, while retaining full responsibility towards the customer.
7. The client designates one contact person before the start who is authorized to make decisions on-site.

Article 9 — Risk and Retention of Title

1. The risk of damage or loss transfers to the business customer at the moment of delivery to the destination. For consumers, the risk transfers at the moment the consumer or a third party designated by them physically takes possession of the goods.
2. All delivered goods remain the property of Offyce until full payment of the principal amount, interest, costs, and any damages has been made. Until then, the client may not dispose of, pledge, lease, or use the goods as collateral.
3. The customer immediately notifies Offyce if unpaid goods are seized or if a third party asserts rights, and informs that third party about the retention of title.
4. The customer is responsible for the safekeeping of the goods from the time of delivery and must insure them against standard risks.

Article 10 — Delivery, visible defects, and complaints

1. The customer or their representative shall inspect the goods and completed works at the time of delivery or completion of installation.
2. Visible defects, missing items, and transport damage must be noted on the delivery note or site note, or reported in writing within 3 business days after delivery to a business, and within a reasonable timeframe after identification for consumers. Thereafter, the delivery is considered accepted for what was visible.
3. Acceptance without reservation, or the use of the delivered space or installation, constitutes acceptance of visible defects.
4. Hidden defects must be reported in writing by a business within 2 months after discovery, and in any case within 12 months after delivery. For consumers, the legal regulation described in article 11 applies.
5. A complaint does not suspend the customer’s payment obligation, except for the disputed portion and except where the law provides otherwise.
6. Offyce will respond to every complaint within 14 calendar days. If further time is required for processing, Offyce will confirm receipt within that period and provide an indication of the next steps.
7. Complaints should be directed to info@offyce.nl or to Offyce, Huidevettersstraat 13/3, 2300 Turnhout.

Article 11 — Compliance and Warranty

1. Consumers benefit from the statutory conformity guarantee of two years from the delivery of the goods. Defects that occur within this period are presumed to have existed at the time of delivery, unless proven otherwise, and unless this is incompatible with the nature of the product or the defect. These rights remain fully applicable alongside any commercial warranty.
2. For businesses, Offyce guarantees that the products comply with the agreement and the specifications mentioned in the quote. The warranty period aligns with the manufacturer’s warranty of the relevant supplier, with a minimum of 12 months from delivery. Offyce will provide the customer with the applicable manufacturer’s warranty upon simple request.
3. Under warranty, Offyce will repair or replace, at its discretion and within a reasonable timeframe, any non-conforming component or product at no cost to the customer. If repair or replacement is not possible or reasonable, a proportional price reduction or refund will be provided instead.
4. The warranty does not cover: normal wear and tear; discoloration, fading, or deformation due to sunlight, moisture, heat, or intensive use; damage caused by incorrect or negligent handling, cleaning with unsuitable products, or use contrary to the maintenance and installation instructions; damage caused by moving, adjusting, repairing, or dismantling by the customer or by a third party without our written consent; damage caused by abnormal circumstances, accidents, force majeure, or work by third parties; and defects that the customer knew or should have known at the time of entering into the agreement.
5. Acoustic products are delivered with the acoustic values as measured by the manufacturer in a standardized test environment. The acoustic result in a specific space depends on the structural condition, finish, layout, and usage of that space. Offyce guarantees a concrete measurement result in the customer’s space only when that result is explicitly and numerically included in the quotation or a separate agreement.
6. For works affecting the stability or solidity of the building, the mandatory legal liability regime for construction works applies. These conditions do not derogate from this.

Article 12 — Right of Withdrawal for Consumers

1. If a consumer enters into an agreement with Offyce at a distance or outside the sales premises, they have 14 calendar days to cancel that agreement without stating a reason and without incurring costs, except for the direct costs of returning the goods. The period starts from the day after receiving the goods, or from the day after the agreement is made for services.
2. The consumer exercises this right by sending an unambiguous statement to info@offyce.nl or by using the model form at the bottom of these terms. The goods are returned within 14 calendar days after notification, in their original condition and packaging, including all accessories.
3. Offyce will refund within 14 calendar days after receiving the cancellation, using the same payment method, and may wait until the goods are returned or until the consumer provides proof of return.
4. The consumer is liable for any depreciation resulting from treatment that exceeds what is necessary to determine the nature, characteristics, and functionality of the product.
5. The right of withdrawal does not apply to, among other things: goods that are manufactured according to the consumer’s specifications or clearly intended for a specific person or space — including custom-made, custom-cut or configured acoustic elements, products executed in a chosen fabric or color, and custom-designed lactation and concentration rooms; goods that, after delivery, are irrevocably mixed with other items or assembled; and fully completed services whose execution has begun with the consumer’s prior explicit consent and who thereby acknowledges the loss of their right of withdrawal. Offyce explicitly states the applicable exclusion in the quotation.

Article 13 — Cancellation and termination

1. If the customer-corporation cancels the agreement entirely or partially before delivery, a fixed penalty of 30% of the price of the cancelled part is due, without prejudice to Offyce’s right to prove higher actual damages. For custom work, products already in production, and orders that cannot be cancelled by the supplier, the full price is due.
2. If Offyce cancels the agreement without valid reason, it is liable to pay the customer an equivalent fixed compensation, calculated on the same basis.
3. Each party may terminate the agreement without the intervention of a court and with immediate effect if the other party commits a serious breach of contract and fails to remedy it within 15 calendar days following a written reminder that accurately describes the breach.
4. Offyce may also terminate the agreement or suspend performance if the customer is in payment default, undergoing judicial reorganization or bankruptcy, or if their assets are seized, to the extent permitted by law.

Article 14 — Liability

1. Offyce executes its assignments with due care and the diligence of a competent professional. Unless the agreement explicitly guarantees a result, this is a best-efforts obligation.
2. Regarding businesses, Offyce’s liability is limited to foreseeable, direct damage and capped at the amount invoiced for the relevant assignment, or, if higher, the amount the liability insurer of Offyce awards in the specific case.
3. Offyce shall not be liable for indirect damage to businesses, including lost profits, loss of revenue, loss of clientele, loss of productivity, reputational damage, costs of alternative accommodation, or loss of data.
4. The limitations in this article do not apply in cases of fraud, intent, or gross negligence by Offyce or its representatives, in cases of failure to fulfill essential obligations that form the subject of the agreement, in cases of damage caused by death or bodily injury, nor in cases where the law prohibits a limitation of liability. For consumers, these limitations apply only within the boundaries permitted by consumer law.
5. Offyce is not liable for damage resulting from incorrect, incomplete, or late-provided information, plans, or measurements by the client, the structural condition of the building, work by third parties, or the use of the goods in a manner other than intended.
6. Any claim for damages against Offyce shall expire if not submitted in writing to Offyce within 12 months of the client becoming aware, or reasonably having become aware, of the damaging event. This provision does not apply to consumers.

Article 15 — Force Majeure and Unforeseen Circumstances

1. Neither party shall be liable for non-performance of its obligations if this is due to force majeure: any circumstance beyond its reasonable control that makes performance impossible. This includes, but is not limited to, natural disasters, fire, war, terrorism, epidemics, government measures, strikes, shortages of energy and raw materials, transport disruptions, serious supplier malfunctions, and prolonged outages of telecommunication or IT systems.
2. The affected party notifies the other party as soon as possible. Obligations are suspended for the duration of the force majeure. If this lasts longer than 90 calendar days, either party may terminate the agreement in writing for the part not yet executed, without compensation. The already executed part will be settled.
3. If circumstances change in such a way that performance becomes excessively burdensome, the parties may renegotiate in good faith. In the absence of agreement within 30 calendar days, either party may refer the matter to court in accordance with Article 5.74 of the Civil Code.

Article 16 — Intellectual Property

1. All intellectual property rights on concepts, designs, plans, 3D visualizations, moodboards, material studies, reports, survey models, texts, and visual materials developed by Offyce remain the property of Offyce or its license holders.
2. Upon full payment, the customer receives a non-exclusive, non-transferable right to use the material for the purpose for which it was created.
3. Without prior written consent from Offyce, the client may not reproduce, publish, distribute to third parties, or have this material executed by another supplier.
4. If a design or study is not followed by an order, Offyce may charge the study costs if this was mentioned in the quote in advance.

Article 17 — References and visual material

1. Offyce may feature the completed project in its portfolio, on its website, in quotations, and on its social media, mentioning the client’s name and logo, unless the client objects in writing before or within 30 calendar days after completion.
2. Photos and videos are only taken after consulting the client. Recognizable individuals depicted will be asked for their consent in advance.
3. The customer may withdraw consent at any time. Offyce will then remove the material from its own channels within a reasonable timeframe. Material already distributed in printed form cannot be recalled.

Article 18 — Confidentiality

Both parties treat all non-public information received under the agreement — plans, prices, business data, survey results — confidentially, use it exclusively for the execution of the agreement, and impose the same obligation on their employees and subcontractors. This obligation remains valid for 3 years after the end of the agreement.

Article 19 — Processing of Personal Data

1. Offyce processes personal data in accordance with the General Data Protection Regulation. What we process, why, and what rights you have are outlined in our privacy policy.
2. If Offyce processes personal data on behalf of the customer — for example, in an employee survey — the customer is the data controller, and Offyce is the processor. The parties will conclude a data processing agreement before processing begins.
3. Each party is responsible for the lawfulness of the data it provides to the other party and for the duty of disclosure regarding the individuals involved.

Article 20 — Amendments to These Terms

Offyce reserves the right to amend these terms. For ongoing agreements, the version applicable at the time the agreement was formed remains in effect. The current version is always available on our website with the effective date mentioned.

Article 21 — Applicable Law and Competent Court

1. Only Belgian law applies to all agreements with Offyce. The Vienna Convention on Contracts for the International Sale of Goods is excluded.
2. Disputes with a business are exclusively subject to the jurisdiction of the courts of the judicial district of Antwerp, division Turnhout.
3. For disputes with a consumer, the statutory jurisdiction applies. The consumer can always bring the dispute before the court of their place of residence. The choice of Belgian law does not, moreover, prejudice the mandatory consumer protection of the country where the consumer has their habitual residence.
4. A consumer may turn to the Consumer Dispute Service, King Albert II-laan 8 bus 1, 1000 Brussels — consumentenombudsdienst.be. Dutch consumers may contact a competent alternative dispute resolution body in the Netherlands.

Appendix — Model form for withdrawal

Complete and return this form only if you wish to withdraw from the agreement. Consumers only.

To: Offyce, Huidevettersstraat 13/3, 2300 Turnhout, Belgium — info@offyce.nl

I/We (*) hereby inform you that I/we (*) am/are (*) rescinding our agreement concerning the sale of the following goods / the provision of the following service (*) and rescind/rescind (*):

• Ordered on (*) / Received on (*): ………………………….
• Consumer(s) Name: ………………………….
• Consumer(s) address: ………………………….
• Order number or quote number: ………………………….
• Signature (only for paper delivery): ………………………….
• Date: ………………………….

(*) Strike through what does not apply.