Terms & Conditions of Vertize
Welcome to Vertize!
These Terms and Conditions (“Terms”) govern your access to and use of Vertize’s website, services, and deliverables.
By accessing our website or engaging with our services, you confirm that you have read, understood, and agree to be legally bound by these Terms.
Effective Date: 01/06/2025
Company Legal Name: Quadraat Services BV, trading as Vertize
Company Number (KBO/BCE): 0848.295.484
Registered Address: H.-Geestmolenstraat 175, 9160 Lokeren, Belgium
Email: hello@vertize.io
Website: https://www.vertize.io
1. Acceptance of Terms
By accessing Vertize’s website or engaging with our services in any capacity including proposals, contracts, emails, or verbal agreements you unconditionally agree to be bound by these Terms & Conditions. These Terms govern all dealings with Vertize and supersede any other terms, unless agreed in writing by Vertize.
2. Definitions
• “Vertize,” “We,” “Us,” “Our”: Refers to Vertize, operated by Quadraat Services BV, registered under Belgian law.
• “Client,” “You,” “Your”: Refers to any individual, company, or legal entity that engages with Vertize’s services.
• “Services”: Refers to all services provided by Vertize, including but not limited to: AI automation, voice assistant integration, business process optimization, consulting, software development, and related support services.
• “Agreement”: Refers to any signed contract, proposal, offer, or quotation between Vertize and the Client.
3. Scope of Services
Vertize offers custom-built AI and automation solutions, including but not limited to:
• AI voice agents and chatbots
• Workflow and business process automation
• Integration with third-party tools and platforms
• Consulting on AI strategy and implementation
• Post-deployment support, updates, and training
All services and deliverables are described in individual project agreements or written offers. All scope, timelines, fees, and deliverables are defined in individual project proposals or agreements. Vertize reserves the right to refuse service to any party at our sole discretion, particularly in cases of ethical conflicts, overdue payments, reputational risk, or legal violations.
4. Client Obligations & Responisbilities
By engaging our services, you agree to:
• Provide accurate, complete, and timely information necessary for project execution.
• Ensure internal cooperation and access to relevant systems or personnel.
• Comply with applicable laws and avoid misuse of any tools, systems, or AI outputs.
• Ensure that your use of AI or automation complies with applicable local and international laws (including employment law, GDPR, and sector-specific regulations).
• Refrain from decompiling, copying, reselling, sublicensing, or reverse-engineering any part of the delivered solutions. • Never attempt to copy, replicate, decompile, reverse engineer, resell, or make derivative works of our technology or code without explicit written consent.
5. Fees & Payment Terms
Unless otherwise agreed in writing:
• Invoices are payable within 14 calendar days of the invoice date.
• All prices are exclusive of VAT unless stated otherwise.
• Late payments may result in interest charges as defined by Belgian law (Article 5 of the Law of 2 August 2002) on combating late payment (currently 10% annual rate or applicable statutory rate), with a minimum of €500 + $75 administrative fee.
• Vertize reserves the right to pause or terminate services immediately upon delayed payment or breach of terms.
• All legal, collection, and enforcement costs due to non-payment are entirely borne by the Client.
6. Intellectual Property
• All work, code, AI models, scripts, platforms, and documentation created by Vertize remain the exclusive property of Vertize until full payment is received.
• After full payment, Vertize grants the Client a non-exclusive, non-transferable, non-sublicensable license to use the deliverables only for internal business use as outlined in the Agreement.
• Any modification, resale, public sharing, or integration of deliverables in third-party platforms requires prior written approval.
• Vertize retains the right to reuse non-client-specific components, frameworks, libraries, or learnings for future projects.
7. Confidentiality, Data Protection & Non-Disclosure
Both parties agree to treat all project-related and commercial information as strictly confidential.
• Confidential information includes source code, business models, strategies, project data, pricing, and personal data.
• Each party agrees not to disclose, reproduce, or use such information for any purpose outside the scope of the agreed services.
• Obligations remain in force for 5 years after the termination of the agreement.
8. Data Protection & GDPR Compliance
Vertize processes and stores data in line with the EU General Data Protection Regulation (GDPR) and Belgian Data Protection Authority guidelines.
• Clients are responsible for ensuring lawful data collection and use.
• Vertize acts as a data processor only and provides no legal guarantees over third-party data collected by the Client.
• If processing of personal data is required, a Data Processing Agreement (DPA) will be signed as an annex to this Agreement.
9. Warranties & Disclaimers
To the fullest extent permitted by Belgian law:
• Vertize shall not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, business interruption, or reputational damage.
• Vertize is not responsible for misuse, incorrect configuration, or user errors caused by the Client or third parties.
• Any service-level guarantees or uptime commitments shall be explicitly stated in a separate Service Level Agreement (SLA), if applicable.
Vertize warrants that:
• Services will be delivered using reasonable skill, diligence, and care, consistent with industry standards.
• Software will function substantially as described in the project scope at the time of delivery.
However, Vertize does NOT warrant that:
• Software will be entirely error-free or uninterrupted.
• AI outputs or automation actions will always be legally, ethically, or operationally correct.
• Integrations with third-party tools (e.g., CRMs, ERPs, APIs) will remain stable if those third parties change their systems.
10. Limitation of Liability
To the fullest extent permitted by law, Vertize’s total aggregate liability is limited to the total amount paid by the Client in the past 6 months, excluding VAT.
We are not liable for:
• Indirect or consequential damages
• Loss of revenue, profit, or opportunity
• Damage to third parties caused by misuse or unintended use of our solutions
• Delays caused by force majeure, external system failures, or Client-side obstacles
11. Termination
The Agreement may be terminated:
• By either party with 30 days’ written notice.
• Immediately, by Vertize, for serious breach of contract, insolvency, or unlawful use of services.
Upon termination:
• The Client must pay for all services rendered up to the termination date.
• Vertize shall provide any completed and paid-for deliverables.
Any licenses granted will remain in effect only for the work delivered and paid. Immediate termination is possible without notice in the event of material breach, insolvency, or violation of intellectual property rights.
12. Force Majeure
Vertize is not liable for failure to perform due to circumstances beyond our reasonable control, including but not limited to: wars, strikes, pandemics, cyberattacks, utility outages, natural disasters, or governmental restrictions.
13. Non-Solicitation Clause
For the duration of any Agreement and 12 months thereafter, the Client shall not directly or indirectly solicit, hire, or attempt to hire any employee, contractor, or collaborator of Vertize, without written consent. Violation will trigger a fixed indemnity of €75,000.
14. Amendments
Vertize may update these Terms from time to time. Clients will be informed of material changes. Continued use of services after notification implies acceptance of updated Terms.
15. Severability
If any provision of these Terms is held invalid or unenforceable, all other clauses shall remain in full force and effect. The invalid clause shall be replaced by a valid provision that reflects the original intention as closely as possible.
16. Miscellaneous
• If any provision of these Terms is deemed invalid or unenforceable, the remainder shall remain in full force and effect.
• These Terms do not create any agency, partnership, or joint venture between the parties.
• The failure of Vertize to enforce any right or provision shall not constitute a waiver of such right or provision.
17. Governing Law & Jurisdiction
These Terms shall be governed by and interpreted in accordance with Belgian law. In the event of a dispute, the competent courts of Gent, Belgium shall have exclusive jurisdiction, unless mandatory law provides otherwise.
18. Contact Information
For questions, legal notices, or support inquiries, please contact us:
Vertize (Quadraat Services BV)
KBO: 0848.295.484
Email: hello@vertize.io
Phone: +32 471 08 61 62
Registered Address: H.-Geestmolenstraat 175, 9160 Lokeren, Belgium