Terms and conditions of sale

1. Identity of the provider

Referred to below as "ITOPS". The party ordering a service is referred to below as "the Client".

2. Definitions

• General conditions: this document.
• Specific conditions: any document particular to an order that has been signed or accepted by both parties, including a quotation, an offer, a purchase order, a project agreement, a maintenance agreement, a service level agreement or a data processing agreement.
• Services: consulting, architecture, development, integration, hosting and support services, as well as the design and operation of artificial intelligence agents.
• Deliverable: anything handed over to the Client under an order, whether code, configuration, documentation, designs, content or reports.
• Pre-existing elements: the components, libraries, templates, scripts, methods and tooling that ITOPS developed before the order or independently of it, including their later developments.

3. Scope and order of precedence

These general conditions apply to every offer, order and service of ITOPS, to the exclusion of the Client's purchasing conditions, even where the latter are communicated later and are not expressly contested.

In the event of conflict, the order of precedence is: the most recent specific document signed by both parties, then earlier specific documents, then these general conditions. A departure agreed for one order does not extend to subsequent orders.

4. Offers, quotations and formation of the contract

Our offers and quotations are valid for 30 days from their date, unless stated otherwise. The contract is formed on the date ITOPS receives written acceptance of the quotation, or on the date ITOPS begins performance at the Client's request.

A quotation rests on the scope described by the Client when it was drawn up. Any change to that scope during performance is recorded in a priced amendment, approved in writing by the Client before it is carried out.

5. Prices

Prices are expressed in euros and exclude value added tax. They do not include third-party licences, subscriptions and services required by the project, which remain the Client's responsibility unless stated otherwise.

Rates for recurring services and time-and-materials work may be adjusted once a year, on the anniversary of the contract. ITOPS gives at least 60 days' notice of the adjustment. A Client who refuses it may terminate the service concerned with effect from the date the new rate would apply, without indemnity.

6. Invoicing and payment

Unless specific conditions provide otherwise, our invoices are payable 30 days end of month, by bank transfer, without discount. Projects may be invoiced in instalments tied to progress, including a deposit on order.

Any dispute over an invoice must reach us in writing within 15 days of receipt, identifying the items disputed. After that period the invoice is deemed accepted. A partial dispute does not suspend payment of the undisputed balance.

Where payment is not made by the due date, and without prior formal notice, the amount owed bears interest at the rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with a fixed recovery indemnity of 40 euros, without prejudice to the right of ITOPS to claim additional recovery costs actually incurred. In the event of late payment, ITOPS may suspend services in progress after a formal notice has gone unanswered for 15 days.

7. Nature of the services

ITOPS undertakes to perform its services with the care and skill expected of a professional in the sector. Save for an express written undertaking as to a specified result, our services are an obligation of means rather than of result.

Services take one of the following forms:

• Fixed price: a scope and a price agreed in advance, delivered in one or more iterations.
• Time and materials: a volume of time invoiced at an agreed rate, on the basis of a monthly statement of work performed.
• Support and maintenance: a subscription covering incident resolution and routine upkeep, according to the agreed service levels.
• Hosting and operations: the provision and monitoring of infrastructure, including the operation of artificial intelligence agents.

8. Timelines

Announced timelines are indicative and assume that the Client supplies the information, content, access and approvals ITOPS needs in good time. Delay attributable to the Client, to a third party or to a supplier postpones the timelines accordingly. Exceeding a timeline gives no right to compensation and does not justify rescission of the contract, unless a deadline has been designated as strict in writing in the specific conditions.

9. Delivery and acceptance

Making a deliverable available, in particular on a test environment, constitutes provisional acceptance. The Client has 15 working days to report in writing any non-conformity with the agreed scope.

ITOPS corrects non-conformities reported within that period. Final acceptance occurs when the reservations are cleared, or automatically on expiry of the 15 working days without a written reservation, or as soon as the Client puts the deliverable into production.

A request that goes beyond the agreed scope is not a reservation. It is handled as a change request and is the subject of a separate quotation.

10. Term, renewal and termination

Project services end on final acceptance. Recurring services, in particular support, maintenance, hosting and the operation of artificial intelligence agents, are entered into for an indefinite term and may be terminated by either party on 3 months' written notice.

If the Client ends a project service before completion, it pays for the work performed together with an indemnity of 20% of the balance still to be performed, which covers the capacity reserved and thereby made unavailable.

Either party may end the contract without notice or indemnity in the event of a serious breach by the other party that remains uncured 15 days after written formal notice, or in the event of the other party's bankruptcy or judicial reorganisation. At the end of the relationship, ITOPS returns the data it hosts for the Client in a usable format, against payment for the time spent where that exceeds one working day.

11. Client obligations

The Client undertakes to:

• appoint a contact authorised to decide and to approve;
• provide accurate and complete information about its technical environment;
• grant the necessary access, accounts and authorisations in good time;
• warrant that it holds the rights to the content, data and software it entrusts to ITOPS;
• maintain its own backups where hosting is not entrusted to ITOPS.

ITOPS performs its services on the basis of the information communicated by the Client and is not answerable for the consequences of inaccurate or incomplete information.

12. Intellectual property

Economic rights in deliverables developed specifically for the Client are transferred to it, for the legal term of protection and worldwide, on the date of full payment of the price of the order concerned. The transfer covers the rights of reproduction, adaptation, modification and distribution, on any medium and for any business purpose of the Client.

ITOPS retains ownership of its pre-existing elements, as well as of the know-how, methods and generic ideas applied. Where a deliverable incorporates such elements, the Client receives a non-exclusive, irrevocable licence over them, transferable with the deliverable, valid worldwide and for the term of protection, to use, exploit and further develop the deliverable. That licence does not allow the Client to commercialise those elements separately.

ITOPS remains free to reuse generic components and acquired skills for other clients, provided that no confidential information, data or business specifics of the Client are carried over.

Third-party components and open-source software incorporated in a deliverable remain subject to their own licences, a list of which ITOPS provides on request.

13. Retention of title

Deliverables, together with any hardware supplied, remain the property of ITOPS until the price has been paid in full. The Client nevertheless bears the risk from the moment they are made available.

14. Warranty

ITOPS warrants that deliverables conform to the agreed scope for 90 days from final acceptance. During that period, defects reported in writing are corrected free of charge.

Defects are handled according to their severity:

• Blocking: the deliverable is unusable. Taken up within 2 working days.
• Major: an essential function is degraded but a workaround exists. Taken up within 5 working days.
• Minor: inconvenience without effect on the function. Handled in the next update.

The warranty does not cover malfunctions arising from a change made by the Client or a third party, from use inconsistent with the documentation, from a change in the Client's technical environment, or from the failure of a third-party service.

15. Artificial intelligence services

Agents and automations built on artificial intelligence models produce results that are probabilistic in nature. ITOPS does not warrant the accuracy, the completeness or the reproducibility of any answer such a system produces.

The Client retains control over the use it makes of those results. It is for the Client to put in place human oversight proportionate to what is at stake, in particular before any decision producing effects on individuals. ITOPS draws the Client's attention to the obligations incumbent on it as a deployer of an artificial intelligence system within the meaning of Regulation (EU) 2024/1689.

Third-party artificial intelligence models and services remain subject to their own terms of use. ITOPS informs the Client of the providers used and does not use the Client's data to train a model without its prior written agreement.

16. Protection of personal data

Where ITOPS processes personal data on behalf of the Client, it acts as a processor within the meaning of the General Data Protection Regulation. A data processing agreement then sets out the purposes, the categories of data, the duration, the security measures and the use of sub-processors.

The processing of data the Client provides to ITOPS for managing the commercial relationship is described in our privacy policy.

17. Confidentiality

Each party keeps confidential the non-public information it receives from the other, during the relationship and for 3 years after it ends. That obligation does not cover information that is already public, that was lawfully obtained from a third party, or whose disclosure is required by law or by an authority.

18. Security

ITOPS applies technical and organisational measures that are reasonable in view of the state of the art and the nature of the services. No security measure can be treated as infallible. ITOPS informs the Client without undue delay of any security incident affecting its systems or data, and flags the security updates the Client must apply itself where the environment is not managed by ITOPS.

19. Liability

The liability of ITOPS is limited to direct and foreseeable damage, and its total amount is capped at 10% of the value of the contract concerned, across all events giving rise to liability.

ITOPS is not answerable for indirect damage, in particular loss of turnover, loss of profit, loss of customers, damage to reputation, loss of data where the Client has not entrusted backups to ITOPS, nor for the consequences of a third-party service failure.

These limitations do not apply to fraud, to gross negligence, or to damage resulting from harm to life or physical integrity.

20. Force majeure

Neither party is answerable for non-performance due to an event beyond its reasonable control, in particular a major outage at an operator or infrastructure provider, a large-scale cyberattack, armed conflict, an epidemic or a decision of a public authority. The affected party informs the other without delay. If the impediment lasts more than 60 days, either party may end the contract without indemnity, work already performed remaining payable.

21. Insurance

ITOPS declares that it holds insurance covering its professional liability and provides a certificate on request.

22. Non-solicitation of personnel

During the contractual relationship and for 12 months after it ends, the Client refrains from hiring or engaging, directly or through an intermediary, any employee or subcontractor of ITOPS who worked on its services, except with the prior written agreement of ITOPS.

23. Commercial references

ITOPS may cite the Client's name and logo, together with a general description of the assignment, as a commercial reference. The Client may object at any time in writing, without giving reasons.

24. Amendment of these conditions

ITOPS may amend these conditions. The version applicable to an order is the one in force on the date the order was concluded. For recurring services, an amendment is notified at least 60 days before it takes effect; a Client who refuses it may terminate the service concerned with effect from that date, without indemnity.

25. Severability and forbearance

If a clause is held void or unenforceable, the remaining clauses stay in force and the clause concerned is replaced by a valid provision whose effect comes as close as possible to the original intention. The fact that ITOPS does not invoke a clause at a given moment is not a waiver of its right to rely on it later.

26. Language, governing law and jurisdiction

These conditions exist in French, Dutch and English. In the event of divergence between the versions, the French text prevails.

The relationship between the parties is governed by Belgian law. The parties will seek an amicable solution before any proceedings. Failing agreement, the courts of the judicial district of Hainaut, Charleroi division, have exclusive jurisdiction.