General terms and conditions

Article 1 – Scope

These terms and conditions apply to all contracts, offers and services between Bits & Bots (Gewerbestrasse 2 box A, 4731 Raeren, BE 1037.213.773), hereinafter the ‘Supplier’, and its business customers, hereinafter the ‘Client’, in the field of AI-assisted automation and consultancy. They are directed exclusively at businesses (B2B). Any conflicting terms of the Client become part of the contract only with the Supplier’s express written agreement.

Article 2 – Offers and formation of the contract

The Supplier’s offers are subject to change and non-binding unless expressly described as binding. The contract is formed by the Supplier’s written order confirmation or by a quotation signed by the Client. Any oral collateral agreement requires written confirmation.

Article 3 – Prices and invoicing

Fees are charged at the agreed hourly rate or at the fixed price set out in the quotation. All prices are net, plus VAT at the statutory rate. Invoicing follows the progress of the work or the agreed milestones. Costs for third-party services (hosting, API usage, licences) are, unless otherwise agreed, recharged separately.

Article 4 – Payment terms

Invoices are payable without deduction within fifteen (15) days of the invoice date, unless expressly agreed otherwise.

In the event of late payment the Supplier is entitled, without prior notice of default, to charge default interest of 10% per annum on the outstanding amount. In addition, a lump-sum indemnity of 10% of the invoice amount, with a minimum of €75, is due to cover recovery costs. The Supplier reserves the right to claim compensation for any further loss.

In the event of late payment the Supplier is also entitled to suspend work in progress until all outstanding amounts have been settled in full.

Article 5 – The Client’s duty to co-operate

The Client shall provide, in good time, all the information, data, access and contacts the Supplier needs to carry out the work. Delays caused by the Client’s failure to co-operate, or by late co-operation, are not attributable to the Supplier and may lead to deadlines and fees being adjusted.

Article 6 – Rights of use and ownership of the deliverables

The Client’s accounts, access and data belong to and remain with the Client. For the duration of the contract the Client has a non-exclusive, transferable right to use the deliverables created specifically for it (workflows, configurations, scripts, documents and settings), which run on the Client’s own accounts.

On termination of the contract, for whatever reason and in particular where the Client terminates it, the Supplier transfers ownership of those deliverables to the Client and assigns the related economic rights to it, for all forms of exploitation, worldwide and for the statutory term of protection. The transfer takes effect once the amounts due for work already carried out have been paid. The Supplier hands over to the Client everything needed to run the solution: the Client may then operate it, alter it or pass it to a third party, with no involvement from the Supplier.

Generic methods, pre-existing components, libraries and the Supplier’s general know-how remain the Supplier’s property and may be re-used for other projects. Where such elements are included in the deliverables, the Client receives a non-exclusive, perpetual, worldwide and transferable right to use them within those deliverables, both during the contract and after it ends.

Article 7 – Third-party services

The Supplier’s services rely on third-party platforms and services (including n8n, Airtable, Claude API, Railway and Replicate). Their availability, pricing and terms of use are outside the Supplier’s control. Each provider’s own terms apply to its service; the Supplier accepts no liability for outages, changes or discontinuation of those services.

Article 8 – Liability

The Supplier is liable without limit only for loss arising from death, personal injury or damage to health, and for loss caused by wilful misconduct or gross negligence. Otherwise liability is limited to foreseeable loss of a kind typical for contracts of this sort and capped at the value of the work concerned. Liability for indirect loss, consequential loss, loss of data or loss of profit is excluded to the extent permitted by law.

Article 9 – Data protection

The parties undertake to comply with the applicable data protection legislation, in particular the General Data Protection Regulation (GDPR). Where personal data is processed on the Client’s behalf in the course of the work, the parties enter into a separate data processing agreement (DPA).

The Supplier’s processing of personal data is described in its privacy policy .

Article 10 – Confidentiality

Both parties shall treat all confidential information obtained in the course of their co-operation as strictly confidential and use it solely for the performance of the contract. That obligation continues after the contract has ended.

Article 11 – Term and termination

One-off project contracts end when the work is accepted. Ongoing contracts (maintenance, support) may be terminated by either party in writing on thirty (30) days’ notice, taking effect at the end of a calendar month. The right to terminate for good cause is unaffected. Work already carried out remains payable in every case.

Article 12 – Governing law and jurisdiction

Belgian law applies exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The courts of Eupen (Belgium) have exclusive jurisdiction over any dispute arising out of or in connection with this contractual relationship, to the extent permitted by law.

If any provision of these terms is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by one that most closely reflects its commercial purpose.