General Terms & Conditions

Vertize refers to the trading name of VERTIZE (BE0848295484), headquartered in Lokeren, Belgium. 'Client' means any legal entity or business that requests a quote, enters into an agreement, or uses our products and services. 'Agreement' means any contractual relationship regarding AI-based automation systems and/or services. 'Products' means AI-based software, solutions or systems delivered or developed by Vertize. 'Maintenance Contract' means the optional post-delivery service with periodic payment.

These Terms apply to all offers, order confirmations, agreements and deliveries between Vertize and the Client. By placing an order or entering into an agreement, the Client fully accepts these Terms. Any general or special conditions of the Client are explicitly rejected unless Vertize has accepted them in writing.

All quotes are non-binding and valid for 30 calendar days unless stated otherwise. The agreement is formed when the Client accepts the quote in writing or when Vertize confirms a placed order. Vertize reserves the right to refuse an order in cases of obvious errors, doubt about the Client's creditworthiness, or force majeure.

Vertize will execute the agreement to the best of its ability according to professional standards. This is a best-efforts obligation. The Client must provide all necessary information and cooperation in a timely manner. Delivery timelines are indicative unless explicitly guaranteed. The Client must inspect delivered systems immediately and report visible defects within 10 calendar days.

Any changes to the agreed scope will be treated as additional work and invoiced separately at Vertize's standard rates. Vertize will only execute additional work after the Client's written approval of the proposed additional cost and revised planning.

All prices are in euros (€) excluding VAT. Standard payment terms: 30% upfront, 30% at midpoint, 40% upon final delivery. Invoices are due within 14 calendar days. Late payment incurs interest of 10% per year plus a fixed compensation of 10% of the outstanding amount (minimum €150).

All delivered goods remain the property of Vertize until full payment is received. Intellectual property rights on custom software are transferred to the Client only upon full payment and only if explicitly agreed in writing. Otherwise, the Client receives a non-exclusive, non-transferable license for internal use only.

The Maintenance Contract has an initial fixed term of one (1) year and is automatically renewed annually unless terminated in writing at least 3 months before the end of the current period. The maintenance fee covers bug fixes and standard updates. New features or major changes are considered additional work.

Vertize's liability is limited to direct damages resulting from a proven serious fault. Vertize is never liable for indirect damages including lost profit, loss of data, or reputational damage. Total liability is capped at the amount paid by the Client for the relevant assignment in the preceding 12 months.

Vertize is not liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, government measures, cyberattacks, internet outages, or failures of third-party platforms such as AI model providers, cloud platforms, or other external services.

Vertize may suspend its obligations in case of late payment, serious breach of contract, or reasonable doubt about the Client's solvency. Vertize may dissolve the agreement immediately in cases of persistent non-payment, serious breach, or insolvency of the Client.

The Client acknowledges that AI technology is inherently complex and that AI output may occasionally be imperfect, inaccurate or unexpected. Vertize provides no absolute guarantee that AI output will always be correct, complete or suitable for every purpose. The Client is responsible for critically evaluating AI-generated results before using them in business decisions.

Belgian law exclusively governs all agreements. The Vienna Convention (CISG) is explicitly excluded. Disputes will be submitted to the competent courts of the district where Vertize has its registered office (West Flanders, Belgium). These Terms are drafted in Dutch; in case of conflict between translations, the Dutch text prevails.