Legal

01Scope

These terms apply to all our quotes, agreements and services, to the exclusion of any purchase conditions of the Client, even if those state that they apply exclusively.

We contract exclusively with businesses. The Client confirms that it acts in the course of its professional or business activity. Mandatory consumer law does not apply.

Deviations are only valid after explicit written agreement and apply only to the agreement concerned.

In case of conflict, the following order of precedence applies: (1) the assignment description signed by both parties, (2) the accepted quote, (3) policy documents referenced by the agreement (including the data processing agreement), (4) these Terms and Conditions.

02Quotes and agreement

Quotes are valid for thirty (30) calendar days and are based on the information provided by the Client. The Client is responsible for the accuracy and completeness thereof.

The agreement is formed upon written acceptance of the quote, or at the moment we start performance at the Client's request.

Work outside the agreed scope ("additional work") is only carried out after written agreement and charged at the agreed hourly rate or a separately agreed price.

03Performance of the Services

All our obligations are best-efforts obligations. We perform the Services to the best of our ability, in line with the professional standards that may be expected of a specialised IT service provider. We do not enter into an obligation of result, unless explicitly agreed otherwise in writing.

We freely determine the technologies, methods and Third-Party Services we use, within the limits of the assignment.

Communicated deadlines and schedules are indicative. Delay does not give rise to any right to damages, price reduction or termination, unless the delay is solely due to intentional fault on our part.

We may engage subcontractors and remain responsible for performance in doing so. We impose on subcontractors obligations regarding confidentiality and data protection that are at least equivalent.

We provide professional services only. We are not a software publisher and not a provider of our own software products. We do not supply hosting or cloud infrastructure ourselves: where a Subscription includes hosting, we manage it and the infrastructure remains governed by the relevant provider's terms. After delivery, the Client independently decides on the use, implementation, configuration, content, publication, updates, maintenance, security and access to the Deliverables.

04Client obligations

The Client provides, in a timely, correct and complete manner, all information, materials, data, access and decisions required for performance. Delay or damage caused by late or defective cooperation is at the Client's expense; we may adjust the schedule and, after prior written notice, charge for additional work. An agreed fixed project price remains unchanged unless the Client accepts the additional work in writing.

The Client is and remains at all times the owner of its business, data, website, dashboards, software, AI systems, applications, hosting, domain names, accounts, API keys, cloud environments and databases. The Client concludes the necessary agreements with providers of Third-Party Services itself and bears the associated costs, unless otherwise agreed in writing.

The Client warrants that all supplied content, data, texts, images and datasets are lawful, do not infringe third-party rights, and that it holds all required rights and consents.

The Client is solely responsible for:

• the lawful and contractually permitted use of the Deliverables and the AI output;
• compliance with the laws and regulations applicable to its activity, including sector-specific rules (e.g. healthcare, financial services, legal services, HR, education);
• the content it publishes or distributes;
• the information provided to, and consents obtained from, its end users;
• the prompts and input it provides to AI systems;
• the verification of AI output.

From delivery onward, the Client is responsible for backups, security, updates and continuity, unless a Subscription explicitly provides otherwise.

Applications with elevated risk (e.g. medical, financial or legal) are deployed by the Client solely under its own professional responsibility and after its own validation.

05Prices, invoicing and payment

Services are provided at an hourly rate or a fixed project price, as set out in the quote. All prices are in euro and exclude taxes and the costs of Third-Party Services.

We apply the small business VAT exemption scheme: VAT not applicable (Art. 56bis of the Belgian VAT Code). Should we become liable for VAT, all prices are automatically deemed exclusive of VAT.

Unless otherwise agreed, we invoice a 20% deposit before commencement. For fixed-price projects the following schedule applies: 20% deposit on order, 60% during performance (possibly spread over milestones), 20% on delivery. For projects requiring substantial up-front commitment, the deposit may be up to 50% as set out in the quote.

Invoices are payable within fourteen (14) calendar days of the invoice date.

In case of non-payment by the due date, the following become due automatically and without notice of default: late-payment interest in accordance with the Belgian Act of 2 August 2002 on late payment in commercial transactions, a fixed compensation of 10% of the unpaid amount with a minimum of €125, and €40 in collection costs per unpaid invoice.

In case of non-payment, all other invoices become immediately due, and we may, after notice, suspend all ongoing Services until payment is made in full, without any right to damages on the Client's part.

Invoices not disputed in writing, with reasons, within eight (8) calendar days of the invoice date are deemed definitively accepted.

Subscription fees may be indexed annually according to the formula: new price = base price × (new index figure / base index figure), based on the Agoria index "national average reference wage cost" or, if unavailable, the consumer price index. Indexation applies to a maximum of 80% of the price (Art. 57 of the Act of 30 March 1976).

06Delivery and acceptance

We notify delivery in writing. The Client has fourteen (14) calendar days to test and to report defects in writing, in a detailed and reproducible manner.

Without a reasoned report within that period, or upon operational use, the Deliverables are deemed definitively accepted.

Defects that do not prevent substantial functioning do not prevent acceptance; we will remedy them within a reasonable period. That remedy constitutes our sole obligation in relation to acceptance.

The definitive transfer of the Deliverables, including source code, final files and the rights under Article 9, only takes place after payment in full. Until then, any use remains provisional and revocable.

07Subscriptions, maintenance and support

Maintenance and support are only provided under a separate package or Subscription. Without a Subscription, we are not obliged to provide any maintenance, updates, monitoring or support after acceptance.

Subscriptions run per calendar month, are invoiced monthly in advance, and are renewed automatically.

Either party may terminate the Subscription in writing at any time, effective as of the first day of the following calendar month. The fee for the current month remains due.

Unless an SLA has been explicitly agreed, response times and availability are indicative and provided on a best-effort basis.

08Cancellation and termination

In case of full or partial cancellation before delivery, the following remain due: the deposit, the fee for all work already performed and costs incurred based on progress to date, and the costs of commitments already entered into with third parties that cannot be cancelled free of charge.

Either party may terminate the agreement if the other party fails to remedy a material breach within fourteen (14) calendar days after written notice of default.

We may terminate the agreement immediately in the event of bankruptcy, manifest insolvency, liquidation or dissolution of the Client.

Provisions that are by their nature intended to survive termination remain in force.

09Intellectual property

Subject to payment in full, we transfer to the Client all transferable economic intellectual property rights in the bespoke parts of the Deliverables developed specifically for the Client. This transfer applies worldwide, for the full duration of protection, and for all known modes of exploitation. The compensation is deemed included as a lump sum in the agreed price.

We will not exercise our moral rights in a manner that impedes normal use of the Deliverables.

Background Materials remain our exclusive property. To the extent incorporated into the Deliverables, we grant a non-exclusive, perpetual, irrevocable and worldwide licence to use, reproduce and adapt them as part of normal use of the Deliverables.

We remain free to deploy our general knowledge, experience, skills, methodologies, techniques and generic components for other clients, as long as no confidential information of the Client is used in doing so.

We will only mention the Client's name, logo or project as a reference after prior written consent.

Third-party materials (open source, stock materials, fonts, Third-Party Services) are governed exclusively by the licence terms of those third parties.

10Open source and third-party services

We use open source components under permissive licences (MIT, Apache 2.0, BSD). Copyleft licences (GPL, AGPL) are only used after prior notice. On request, we provide an overview of the components used and their licences. The Client is responsible for compliance in the event of further use or distribution.

The functioning of the Deliverables may depend on Third-Party Services. The contractual relationship in that regard exists directly between the Client and the third party concerned. We are not a party to it and give no warranty whatsoever.

We are not liable for damage arising from Third-Party Services, including unavailability, malfunctions or downtime, changes to APIs, features, terms or prices, discontinuation of services or models, updates to or degradation of AI models, and decisions made by providers. Adjustments made necessary by such changes constitute additional work.

11AI systems and AI output

AI systems are probabilistic in nature. AI output can be inaccurate, incomplete, outdated, misleading or biased (including "hallucinations"), even where correctly developed and configured. We do not warrant the accuracy, completeness, suitability or lawfulness of AI output.

The Client verifies all AI output for accuracy, suitability and lawfulness before use, publication or disclosure to third parties. AI output does not replace professional medical, legal, accounting or financial advice. Decisions based on AI output are the exclusive responsibility of the Client, who must provide for appropriate human oversight.

The Client is solely responsible for the prompts, instructions, data and input that it or its end users provide to AI systems, and for the use of the AI output.

The Client will not use the Deliverables for practices prohibited under Article 5 of the AI Act (EU 2024/1689), nor for unlawful, misleading or harmful purposes. We may suspend the Services where there are reasonable indications of such use.

Training or fine-tuning takes place solely on a project-bound basis, using the Client's data and for the Client's benefit. We do not use the Client's data to train our own models or for other clients, except with prior explicit written consent.

Where Deliverables interact directly with natural persons (such as chatbots), they are designed so that those persons know they are interacting with an AI system, in accordance with Article 50 of the AI Act. The Client will not remove or disable these transparency measures.

12Role allocation under the AI Act

We act solely as a service provider that develops, integrates or optimises on the Client's instructions and under its direction. The Client that uses an AI system under its own responsibility qualifies as the deployer and is responsible for all obligations resting on it, including human oversight, monitoring and transparency.

We do not develop high-risk AI systems unless the Client confirms in advance, in writing, that it itself assumes the role and all obligations of the provider (including conformity assessment, technical documentation, risk management, registration and CE marking) and fully indemnifies us.

The Client informs us correctly and completely of the intended purpose of use. If the Client subsequently uses a Deliverable for a different purpose, substantially modifies the system, places it on the market under its own name or brand, or deploys it as a high-risk system, it does so under its own responsibility.

13Personal data

Each party complies, for its own processing activities, with the applicable data protection rules, including the GDPR (EU 2016/679) and the Belgian Act of 30 July 2018.

Where we process personal data on the Client's instructions, the Client acts as controller and we act as processor. In that case we enter into our data processing agreement, which forms an integral part of the agreement.

The Client warrants that it has a valid legal basis and has provided the required information notices for all personal data supplied, and indemnifies us against any claim by data subjects or supervisory authorities arising therefrom.

Information about our own processing activities as controller (contacts, prospects and invoicing) is set out in our privacy statement below.

14Confidentiality

Each party treats the other party's confidential information as strictly confidential, uses it only for the performance of the agreement, and shares it only with employees, subcontractors or advisers who need to know it and who are bound by at least equivalent obligations.

Information is not confidential if it is or becomes public without fault of the recipient, was already lawfully held by the recipient, was independently developed, or was lawfully obtained from a third party. Disclosure required by law or by a court is permitted, subject to prior notice where allowed.

These obligations apply during the agreement and for five (5) years thereafter. For trade secrets, they apply for as long as the information constitutes a trade secret.

15Warranties

Except as expressly provided, the Services and Deliverables are provided "as is". To the extent permitted by law, we exclude all other express or implied warranties, including merchantability, fitness for a particular purpose, and uninterrupted or error-free operation.

In particular, we do not warrant: the achievement of revenue, profit, savings, conversions, rankings or other commercial results; the accuracy or suitability of AI output; the uninterrupted availability of the Deliverables or Third-Party Services; or fitness for purposes not described in the assignment.

The remedy of defects reported in time constitutes our sole warranty obligation. Defects caused by changes made by the Client or third parties, incorrect use, defective input, or Third-Party Services fall outside any warranty.

16Liability

Our total liability, regardless of the legal basis, is limited to the amount the Client has actually paid for the assignment in which the damage occurs. For Subscriptions, liability is limited to the fees paid in the twelve (12) months preceding the event causing the damage. In all cases an absolute maximum of €25,000 applies.

We are never liable for indirect or consequential damage, including loss of profit, loss of revenue, loss of savings, loss of customers, loss of or damage to data, reputational damage, business interruption, the cost of replacement services, fines imposed on the Client, and third-party claims against the Client.

We are not liable for damage arising from Third-Party Services, from AI output and its use (except for a directly attributable failure on our part), from changes made by the Client or third parties, from use contrary to the agreement or documentation, from defective or unlawful input by the Client, or from the absence of backups or security measures that the Client was required to take.

These limitations do not apply in cases of fraud or intentional fault, damage to life or physical integrity, or other cases where the law does not permit them.

Any claim lapses if it is not reported in writing within three (3) months after the Client became aware, or should have become aware, of the event causing the damage, and in any event if it is not brought before a court within twelve (12) months after that event.

17Force majeure

Neither party is liable for a failure to perform caused by force majeure, including in any event: cyberattacks, hacking, ransomware and DDoS attacks; failures or outages of electricity, internet, telecommunications, hosting or cloud services; malfunctions, changes to or discontinuation of Third-Party Services or AI models; pandemics; government measures; war, terrorism and sabotage; natural disasters and fire; and incapacity to work due to illness or accident.

Performance is suspended for the duration of the force majeure event. Amounts due for work already performed remain payable.

If the force majeure event lasts longer than sixty (60) consecutive calendar days, either party may terminate the agreement in writing without compensation, against payment for work already performed.

18Miscellaneous provisions

If a provision is void or unenforceable, the remaining provisions remain in effect. The provision concerned is replaced by a valid provision that comes as close as possible to its intended purpose.

The Client may not assign the agreement without our prior written consent. We may assign the agreement to a legal successor or to a company into which we transfer our business, subject to notice.

We may amend these terms. For ongoing Subscriptions, amended terms only take effect after written notice with a period of thirty (30) calendar days, during which the Client may terminate.

Communication by e-mail is deemed valid and binding written evidence between the parties.

These terms exist in Dutch and English. In case of conflict, the Dutch version prevails.

19Governing law and disputes

The agreement is governed exclusively by Belgian law. The application of the Vienna Convention on the International Sale of Goods (CISG) is excluded.

The parties will first attempt to resolve any dispute amicably and in good faith. The party first raising the matter gives written notice of the dispute, after which the parties will consult for thirty (30) calendar days.

Disputes not resolved amicably fall under the exclusive jurisdiction of the Companies Court of Antwerp, Hasselt division, without prejudice to our right to summon the Client before the court of its registered office.