Definitions

LEGAL INFORMATION

Pursuant to Articles III.74, III.76 and XIV.3 of the Code of Economic Law, the following legal information regarding the form, structure, organisation and functioning of SRL VIRTURA is provided as follows:

Name: SRL VIRTURA

Trade name: VIRTURA

Legal form: Private limited liability company (SRL/BV)

Address: Rue Brassines, 11    4557 TINLOT

Email address: contact@virtura.be

Company number: 0798.143.120

Telephone number: +32 (0) 495 67 36 59

Characteristics of the service provision: SRL VIRTURA may be required to perform any type of service relating to strategic and operational support within the framework of the responsible digital transformation of micro-businesses/SMEs from the ideation phase to those of management and production (marketing, design, web design, video design, photography, signage, print, textile, web development and programming, portals, e-commerce, artificial intelligence, brand creation and enhancement, event organisation); design thinking management and consultancy for the development and implementation of digital projects; etc.

The following terms used in these general terms and conditions of sale have the following simple and understandable definitions:

Plugins: these are small modules or software extensions that add additional features to a website, application, system or software, for example, a contact form or a slideshow.

Maintenance: this is the process of performing regular updates, fixing bugs and ensuring the security of a website, application, system or software.

Template: a pre-established model or format used as a starting point to create documents, applications or web pages. These Templates are adapted according to the specific requests of each Client.

Services :

• Systems and software: All digital solutions set up and shaped by the Provider for the Client. Generally shaped on third-party software.

• AI-based Chatbot: An automatic communication tool using, in particular, artificial intelligence to interact with users.

• Database: A database is a set of data about the Client and their products or services that the latter makes available to the Service Provider. The Service Provider uses this data to shape the systems and software.

• Task automation: A service that uses, in particular, artificial intelligence to automate certain repetitive tasks. This can include the automation of various business processes such as data entry, customer relationship management, enterprise resource planning and more. The goal is to optimise business processes, reduce costs and improve efficiency.

• Website creation and optimisation: Design, development and launch of a website on the Internet. This includes the architecture of the site, the design of the user interface, the implementation of the navigation structure, the coding of the site and the integration of all multimedia content as well as its search engine optimization.

Quotation : The quotation sent by the Provider to the Client. Read, approved and signed by the Client.

1. SCOPE OF APPLICATION

These general terms and conditions of sale apply to all service provisions provided by Virtura SRL, whose registered office is located at Rue Brassines, 11 at 4557 Tinlot and whose company number is BE0798.143.120 (hereinafter referred to as "the Provider") to its clients (hereinafter referred to as "the Client") and to the exclusion of all other general terms and conditions of sale. These general conditions are applicable unless specific provisions mentioned in the quotation prevail over these General Conditions.

These general conditions cancel and replace all other general conditions and/or agreements between the Provider and its Client, whether oral or written, concluded subsequent or prior to the main contract concluded between the Provider and its Client. The primacy and exclusivity of these general conditions is an essential element of the contract and it is not conceivable without them, except with the express written consent of the Parties.

By signing these terms, or by accepting, even tacitly (by proceeding to payment) an invoice or the payment of a deposit, the Client expressly acknowledges having read these conditions and having accepted them in their entirety and without reservation. These general conditions specify in particular the terms of payment.

2. INFORMATION AND RIGHT OF WITHDRAWAL

In the event of a distance contract, within the meaning of Article I.8, 13° of the Code of Economic Law, between VIRTURA and the Client, and only if the Client is a consumer, the Client acknowledges having received from the Provider, prior to the conclusion of the contract, all information referred to in Articles VI.2 and VI.45 of the Code of Economic Law, as well as the detailed confirmation of the contract concluded as referred to in Article VI.46 § 7 of the Code of Economic Law.

In the event of conclusion of the contract at the company's head office or at the Client's home, the Client also has a withdrawal period of 14 calendar days.

Furthermore, the consumer Client is advised that VIRTURA only starts executing the services requested by them upon expiry of the legal withdrawal period of 14 days from the day of the conclusion of the contract. If they wish VIRTURA to start executing the services immediately, the consumer Client must make an express request and thereby acknowledges losing their right of withdrawal once the contract has been fully executed.

3. Provision of services

3.1. Obligations of the Provider

The Provider undertakes to: Provide the services set out in the quotation and in accordance with agreed specifications and in-force professional standards. Assist the Client in gathering information requested by the Provider. Respect the agreed deadlines for the delivery of services. Protect the confidentiality of information provided by the Client as part of the service delivery. The Provider undertakes to implement all necessary means for the proper functioning of the services offered to the Client and to do everything possible to provide full satisfaction to its Clients within the scope of the mission entrusted to it.

3.2. Obligations of the Client

The Client undertakes to: Provide the Provider with all necessary information to perform the services. In particular, the information requested to build the Database. Pay the agreed fees according to the payment terms defined in the quotation. Obtain all necessary authorisations for the use of content provided by the Client. If the Client fails in this commitment, the Provider reserves the right to suspend ongoing services and close all collaboration if necessary.

For the Celor service specifically, the Client undertakes to:

• Appoint a person responsible for the supervision of the AI system

• Train users in good practices of utilization

• Not use the system for high-risk automated decisions without appropriate human validation

• Inform data subjects about the use of an AI system to process their data

3.3. Offers and orders

Unless otherwise stipulated in the special conditions concluded between the Client and the Provider, the validity period of any offer is 30 days from receipt of the offer or purchase order. Any order not preceded by a written offer from the Provider shall only bind the latter in the event of written acceptance addressed to VIRTURA before the start of the execution of the mission. Any changes made by the Client to the order or offer will only be valid if accepted in writing by the Provider. In the case of combined quotations, there is no obligation to provide part of the work against payment of the corresponding part of the total price. In the absence of any contractual document, it is expressly agreed between the Client and the Provider that emails exchanged between the parties can serve to establish a commercial relationship and therefore constitute regular proof of the existence of an order and its acceptance.

4. Price and payment terms

VIRTURA's prices are set in euros and are exclusive of VAT. The Provider's fees for the services provided will be invoiced according to the rates agreed with the Client. Services provided by the Provider may be invoiced on a subscription basis. The payment terms will be defined in the contract. In the event of late payment, late penalties may be applied in accordance with the legislation in force. A professional client in default of payment will be charged interest on late payment at 12% per annum from the invoice due date. Simultaneously, the invoice amount will, by right and without prior notice, be increased by 15% with a minimum of €50.00, as a flat-rate and non-reducible conventional compensation.

Any partial payment will be allocated first to costs, then to outstanding interest and finally to the principal. Any claim relating to an invoice must be addressed by the client to VIRTURA by registered post within 8 days of its sending date. Otherwise, the Client is presumed to accept it. Under no circumstances do these claims suspend the obligation to pay.

5. Intellectual property

All intellectual property rights relating to the services developed by the Provider remain the exclusive property of the Provider. The systems and software (chatbots, Automations, etc.) shaped by the Provider are its exclusive property.

The Client acknowledges and agrees that the use of services developed by the Provider is limited to the purposes specified in the contract, and that they may not reproduce, distribute or exploit them for commercial goals without prior written authorisation. Any modification of these systems by the Client and without the prior agreement of the Provider is prohibited.

Nothing in these general conditions and in the contract concluded with the client constitutes an assignment or waiver of the intellectual property rights of the Provider under any law.

5.1. Promotional use

Unless opposed in writing by the Client, the Provider is authorised to mention the Client as a reference and to use their logo/trade name for promotional purposes (website, social networks, sales presentations, etc.). The Client may object to this use by notifying the Provider in writing at any time.

6. Confidentiality

The parties undertake to maintain the confidentiality of confidential information (such as: the internal functioning of the company, data gathered in the Database) exchanged as part of the service provision. This confidentiality obligation survives termination of the contract. The parties have full access to data (including conversations collected by the Chatbot).

The Provider uses this data for monitoring and optimisation purposes during consulting with the Client, who approved this use by signing the Quotation which implies acceptance of these General Conditions attached to the Quotation.

7. Termination

In the case of recurring services, each party may terminate the contract subject to 3 months' written notice sent by registered post to the other party. 

Unless otherwise agreed in writing in advance, the notice period begins on the 1st day of the month following that in which the notice was sent.

8. Recurring costs and additional services

The Provider is responsible for recurring costs such as website maintenance, plugins, hosting, domain name, as well as other optional costs agreed in the contract. These costs are part of the recurring maintenance costs invoiced to the Client at regular intervals agreed upon in advance.  

Additional services that are not included in the basic agreement will be considered on a time-and-materials basis at an hourly rate of €110/hour, which can be indexed once a year on the anniversary of the contract according to changes in the Belgian consumer price index (CPI).

Requests for modifications transmitted orally by the Client to the Provider will be executed at the Client's own risk.

9. Suspension of services

If the Client does not pay within 15 days following the sending of the single payment reminder, the Provider reserves the right to suspend its obligations towards the Client or to take the ongoing services offline.

In addition, no further services will be performed until payment has been made.

10. Responsibilities

The Provider is not responsible for the content of the database provided by the Client. The Provider does not verify the truthfulness of the content.

The Client expressly admits using the services provided by the Provider at their own risk and under their sole responsibility. The Provider's liability can under no circumstances be engaged as a result of a fault committed by a Client, including if this fault occurs within the framework of the use of services provided by the latter.

In any case, the Provider can under no circumstances be held liable for any direct or indirect damage, in particular with regard to loss of profits, loss of earnings, loss of customers, of data which may result, among other things, from the use of services provided by the Provider, or on the contrary from the impossibility of using them, in the absence of gross negligence or wilful misconduct of the Provider. If the Client suffers damage of any nature whatsoever, directly caused by a proven fault of the Provider within the framework of the service provision, the Client will be entitled to compensation equivalent to the proportion of time during which the services were missing. The compensation is limited to the amount invoiced for the service concerned and excludes any additional compensation. This compensation constitutes the Provider's sole financial liability to the Client in the event of a proven fault. The Client must inform the Provider of any suspected damage as soon as they become aware of it and cooperate reasonably with the Provider to investigate and resolve any potential problems. The Provider reserves the right to rectify any error or fault identified and to propose reasonable corrective solutions to the Client.

Any claim relating to a defect in the execution of the contract must be obligatorily sent, by registered post with acknowledgment of receipt, to VIRTURA's registered office, within 8 calendar days following the execution of the work or services. After this period, the Client is deprived of their right to claim.

In all cases in which the Client claims damage and intends to blame the Provider, they must imperatively implement all useful means to limit and reduce this damage.

VIRTURA is insured for any professional misconduct it might commit by the insurance company AXA Belgium SA. Its liability is limited to EUR 125,000.00 per claim.

11. Limitation of liability

The Provider cannot be held liable for indirect or consequential damages resulting from the use of services, except in the case of intentional fault or gross negligence. The Provider strives to provide high quality services, but cannot guarantee that services will be free from errors or malfunctions. The Client acknowledges that artificial intelligence services may be subject to limitations inherent to this technology.

11.1. Best efforts obligation

The Provider undertakes to do everything in its power to achieve the results desired by the Client.

12. Revision requests

If the Client considers that a service provided by the Provider does not meet the specifications agreed in the quotation, or if they wish to make additional modifications or include new elements, the Client may submit a revision request.

12.1. Revision request procedure

The Client must address their revision request in writing to the Provider, clearly indicating the reasons for the request. The revision request must be sent by email to the contact person for monitoring purposes.

If the revision requested by the Client falls outside the scope of the quotation, the Provider will invoice these modifications at the hourly rate agreed previously. However, if it is a simple modification, the latter will not be invoiced.

13. Management of the Client's personal data

The Provider undertakes to comply with legal provisions regarding the protection of personal data in accordance with the General Data Protection Regulation (GDPR) of the European Union.

However, it is important to note that responsibility for compliance with GDPR requirements, including the implementation of a data protection policy, cookie management, as well as the general terms and conditions of sale (GTCS) and terms of use (TOU) on the Client's website, lies exclusively with the Client as controller of the personal data treatment.

The Provider cannot be held liable for any legal or regulatory obligations relating to the management of the Client's personal data. It is the Client's responsibility to ensure that their data processing practices comply with applicable legislation.

The Provider will implement appropriate technical and organisational measures to ensure the security of personal data provided by the Client as part of the service provision. However, the Provider declines all liability in the event of a data breach that is attributable to actions or omissions of the Client or to events beyond its control.

The Client is strongly advised to consult a legal professional or a data protection expert to obtain specific advice on their data protection obligations and to comply fully with applicable regulations.

Please note that this clause aims to clarify the distribution of responsibility regarding data protection and must not be interpreted as a total exemption from any liability of the Provider regarding data security.

The Provider declares that it complies with the legislation in force regarding the management of Client data (excluding the Database). The Client can consult this at the following address: www.virtura.be/police-vie-privee.

13.1. AI Systems and personal data

For the Celor service, the Client is responsible for processing personal data as Data Controller within the meaning of the GDPR. The Provider acts solely as technical provider of the system.

The Client must:

• Perform a data protection impact assessment (DPIA) if the processing presents high risks

• Ensure the lawfulness of data processing through the AI system

• Inform data subjects in accordance with Articles 13-14 of the GDPR

14. Artificial Intelligence System (Celor)

12.1. Nature of the service

The Celor service constitutes a generative artificial intelligence system deployed on the Client's infrastructure. The Provider acts as technical provider of the system, while the Client is the deployer and end-user within the meaning of Regulation (EU) 2024/1689 (AI Act).

12.2. Obligations of the Provider

The Provider undertakes to:

• Provide comprehensive technical documentation of the system

• Inform the Client about the capabilities, limitations and known risks of the AI system

• Ensure technical maintenance and security updates during the contract period

• Implement cybersecurity measures in line with industry standards

• Provide logs and traceability mechanisms of interactions

12.3. Obligations of the Client

The Client, as deployer, acknowledges being responsible for:

• The appropriate use of the system in accordance with its purpose

• GDPR compliance of personal data processing through the system

• Human supervision of outputs generated by the system

• Verifying the accuracy and relevance of AI responses before any operational use

• Training their teams in the responsible use of the system

• Informing end users about the use of an AI system

12.4. Limitations inherent to AI systems

The Client expressly acknowledges that generative AI systems can:

• Generate inaccurate or misleading information ("hallucinations")

• Reproduce biases present in training data

• Produce variable responses to similar queries

• Not be suitable for automated decisions without human supervision

The Provider cannot guarantee the accuracy, completeness or relevance of contents generated by the AI system.

12.5. Specific limitation of liability

The Provider cannot be held liable for:

• Decisions taken by the Client based on the system's outputs

• Damages resulting from inappropriate use of the system

• Generated contents contrary to the Client's internal policies

• Violations of third-party rights resulting from generated contents

• Consequences of insufficient human supervision

12.6. On-premise architectures

For on-premise deployments, the Client assumes full responsibility for their IT infrastructure, including network security, backups and system availability.

15. Modifications

Any modification of the general conditions or quotation must be expressly recorded in writing and duly signed by each of the parties. Neither party may (in particular) rely on a verbal or tacit modification of the general conditions or quotation.

16. Invalidity of a clause of these general conditions

The invalidity of a clause of these general conditions will not affect the validity of its other clauses.

In this case, the parties commit to negotiate in good faith to agree a new clause which will pursue the same objective as the invalid clause and will have, as far as possible, equivalent effects, in order to restore the contractual balance.

17. Waiver

Any waiver of any right arising from the general conditions or the quotation must be expressly recorded in writing from the party waiving that right. No party may in particular rely on a verbal or tacit waiver by the other party of a right arising from the general conditions or the quotation.

18. Assignability

Contracts are assignable on the part of the Provider. The Client has no right to do so without the prior written consent of the Provider. In the event of an acquisition or merger, the initial Client remains bound by the obligations arising from the contract.

19. Applicable law

The Agreement is governed by Belgian law, and any dispute will be exclusively submitted to the Courts of LIEGE, LIEGE division. Courts and Tribunals of the judicial district of Liège - Liège Division.

Signature of the quotation to be received

Last updated : Monday 24 February 2025.