General Terms and Conditions of Sale (CGV)
Last updated: July 2026
Service Provider: TRAX AI BV Legal form: Private limited company (BV) under Belgian law Registered office: Kwikstaartlaan 3, 2610 Antwerp, Belgium BCE / VAT number: BE 1039.054.397 Contact: ssaleh@traxb2b.com | tcarpinelli@traxb2b.com
Preamble
These General Terms and Conditions of Sale (hereinafter the "CGV") constitute the contractual basis for any commercial relationship between TRAX AI BV (hereinafter the "Service Provider"), and any professional client (hereinafter the "Client") using its services. The CGV apply to the exclusion of any other document, including in particular the Client's own general purchasing conditions, unless otherwise agreed in writing and expressly signed by both Parties. Signing a contract or purchase order with the Service Provider constitutes unconditional acceptance of these CGV. These CGV apply exclusively to professional clients acting in the context of their commercial, industrial, craft, or liberal activity. They do not apply to consumer relationships.
Article 1. Definitions
"Service Provider": TRAX AI BV, a private limited company (BV) under Belgian law, BCE BE 1039.054.397, registered office at Kwikstaartlaan 3, 2610 Antwerp, Belgium. "Client": Any professional legal or natural person contracting with the Service Provider in the context of their activity. "Services": Any audit, training, or custom solution design, development, or deployment service provided by the Service Provider to the Client, including AI-based solutions, deterministic or rule-based automations, and software applications as described in the specific Contract. "Contract": Any agreement concluded between the Parties, including in particular the accepted quote, the framework agreement (MSA), any Statement of Work (SOW), purchase order, or amendment signed by both Parties, incorporating these CGV by reference. "Deliverables": Any report, application, AI agent, or other output provided to the Client in the context of the Services. "Delivery": The point at which the Service Provider has completed the entire scope of the Deliverables set out in the applicable Contract, including all components, modules, or workflows within that scope, and has made them accessible to the Client for use. Partial completion of one or more components, modules, or workflows does not, on its own, constitute Delivery for the purposes of Article 7 (Deliverable Validation) or Article 4 (Financial Conditions). This is the Service Provider's default rule; the specific Contract may derogate from it expressly, including to provide for delivery and validation on a per-module or per-milestone basis. In the absence of an express provision to the contrary in the specific Contract, this definition applies. "Grace Period": A period of thirty (30) days following delivery of a Deliverable, during which the Service Provider provides corrective support limited to (i) correcting defects within the validated scope, (ii) resolving unforeseen cases tied to that scope, and (iii) basic email support. The Grace Period does not include hosting, upgrades relating to the obsolescence of third-party models, critical security patches, new features, or any incident arising after this period. "Recurring Third-Party Costs": The actual cost of any third-party subscription or account that the Service Provider maintains on the Client's behalf for the purposes of the Services (for example, a data enrichment or verification provider), billed to the Client in addition to the price of the Services.
Article 2. Scope and precedence
These CGV apply to all commercial proposals, quotes, orders, and contracts concluded between the Parties, regardless of their form or date. In the event of a conflict between these CGV and the provisions of a specific Contract, the provisions of the specific Contract shall prevail only for the clauses it expressly and in writing derogates from. The Service Provider reserves the right to modify these CGV at any time, with thirty (30) days' written notice to the Client. Modifications apply only to Contracts entered into after the date the new version comes into force. Contracts in progress at the time of modification remain governed in their entirety by the version of the CGV in force at their date of signature, unless the Parties expressly agree in writing to adopt the new version.
Article 3. Description of services and post-delivery support
3.1 Adoption Audit An exploratory engagement aimed at analysing the Client's existing processes, identifying AI integration opportunities, and producing a prioritised recommendations report. The precise scope, timeline, and expected deliverables are defined in the specific Contract. 3.2 Solution Development Design and delivery of custom software, application, or automation solutions, whether AI-based, deterministic/rule-based, or a combination, according to the specifications agreed in the specific Contract. This phase is systematically the subject of a Contract separate from the audit phase. 3.3 Post-delivery support (Grace Period) Upon delivery of any Deliverable, the Service Provider provides the Grace Period defined in Article 1, at no additional cost to the Client. Upon expiry of the Grace Period, the Client assumes full responsibility for the delivered Deliverable, including hosting, Recurring Third-Party Costs, API costs, and updates. The Service Provider is not liable for performance degradation resulting from modifications made by the Client after this period. This assumption of responsibility does not cover latent defects existing at the date of delivery and not detectable upon diligent acceptance under Article 7. Should the Client wish to continue receiving hosting and/or maintenance services beyond the Grace Period, the Parties may negotiate and enter into a separate service agreement at that time, on terms to be agreed between them. No such ongoing service is owed by default under these CGV. 3.4 Ongoing support Upon expiry of the Grace Period, the Client may subscribe to an ongoing support service (the "Retainer"), covering: • Hosting of the application; • Tracking of the monthly usage costs of the AI tool or tools used by the application (token or API costs), including notifying the Client of any known deprecation of the AI model or provider used; • Corrective maintenance; • Monitoring of the proper functioning of the third-party services used by the application; • Technology watch aimed at identifying developments likely to improve performance, features, or operating costs. The Retainer is a best-efforts service, and does not guarantee the uninterrupted operation of the application. The Service Provider aims to acknowledge Retainer support requests in a reasonable timeframe. The Retainer takes effect immediately upon expiry of the Grace Period. The Retainer is billed quarterly, where no API is used by the application, and monthly where an API is used. The applicable fee is specified in the specific Contract/MSA/SOW. Where the technology watch identifies a development in an AI tool or provider that, in the Service Provider's assessment, justifies migrating to a new solution in order to significantly improve the application's performance or reduce its operating costs, the Service Provider will notify the Client. Any such migration requires the Client's prior approval and is the subject of a separate quote; it does not fall within the scope of the Retainer. In the absence of a Retainer, the Client's assumption of responsibility under Article 3.3 upon expiry of the Grace Period applies in full.
Article 4. Financial conditions
4.1 Pricing and quotes All prices are expressed in euros excluding VAT. The price applicable to an engagement is that set out in the quote or specific Contract signed by the Parties. The Service Provider reserves the right to modify its general pricing once per year, subject to thirty (30) days' written notice. Contracts in progress are not affected. 4.2 Invoicing Unless otherwise agreed in the specific Contract, invoicing follows a two-instalment structure: a deposit of 50% of the total amount excluding VAT, invoiced upon signature of the Contract and payable upon receipt of the invoice; and a balance of 50% of the total amount excluding VAT, invoiced upon delivery of the Deliverable and payable within five (5) business days of receipt of the invoice, subject to Article 7 (Deliverable Validation). Receipt of the deposit conditions the start of the engagement. 4.3 Recurring Third-Party Costs Where the Service Provider maintains a third-party subscription or account on the Client's behalf for the purposes of the Services, the Recurring Third-Party Costs are invoiced to the Client monthly, in arrears, at the actual cost of the subscription, distinct from and in addition to the price of the Services. The specific Contract identifies which third-party services, if any, are handled on this basis. 4.4 Payment terms All payments are made by bank transfer to the account details shown on the invoice, payable within five (5) business days of receipt of the invoice, unless another payment method (including SEPA direct debit under a mandate signed by the Client) is expressly agreed in writing in the specific Contract. 4.5 VAT and intra-Community regime As a B2B service provider established in Belgium, services invoiced to professional clients established in another EU Member State are subject to the reverse charge mechanism, in accordance with Article 196 of Directive 2006/112/EC. Invoices are issued excluding VAT; VAT is due by the Client in its country of establishment, under its own responsibility.
Article 5. Late payment penalties
Any payment delay shall automatically give rise, without prior formal notice, to late payment penalties calculated at the rate of the European Central Bank's main refinancing rate plus ten (10) percentage points, accruing from the day following the due date. For Clients established in France, the flat recovery indemnity of forty euros (€40) provided for by Articles L.441-10 and D.441-5 of the French Code de commerce additionally applies, without prejudice to any claim for additional recovery costs actually incurred. These provisions apply without prejudice to the Service Provider's right to suspend Services in the event of a payment delay that remains unresolved for seven (7) business days following formal notice.
Article 6. Cancellation, postponement, and termination
6.1 Cancellation by the Client The thresholds below constitute the default conditions. The specific Contract may provide for conditions more favourable to the Client, but may not derogate from these provisions downward without the express written agreement of the Service Provider. • More than 7 calendar days before the service: postponement or cancellation without charge. The deposit is refunded in full or applied to the new agreed date. • Between 3 and 7 calendar days before the service: the Service Provider retains 50% of the deposit as an immobilisation indemnity. • Less than 3 calendar days before the service, or after the service has begun: the deposit is fully retained. Non-refundable third-party costs already incurred are additionally invoiced, on production of supporting documents. Any cancellation or postponement notice must be sent in writing (email with acknowledgement of receipt or registered letter). The date of receipt of the notice is the reference date for the calculation of the above periods. Signature of the Contract creates an immediate and binding obligation on the Client to pay the deposit referred to in Article 4.2, irrespective of the date on which the corresponding invoice is issued. Where the Client fails to pay the deposit within ten (10) business days of the invoice date, and does not remedy this within five (5) additional business days following a written reminder from the Service Provider, the Client is deemed to have cancelled the Contract with less than three (3) calendar days' notice within the meaning of this Article 6.1. In that case, the Client remains liable for the full deposit amount as a cancellation fee, without prejudice to any late payment penalties already accrued under Article 5. 6.2 Cancellation by the Service Provider In the event of cancellation by the Service Provider prior to performance of the Services, for reasons other than force majeure or a breach by the Client, the deposit received is refunded in full within fourteen (14) days. 6.3 Termination Either Party may terminate a specific Contract by written notice to the other Party, with fourteen (14) calendar days' notice. If the Contract is terminated by the Client, amounts corresponding to Services already performed remain fully due. If terminated by the Service Provider without a breach by the Client, amounts received for Services not yet performed are refunded. In the event of a serious breach by either Party, not remedied within seven (7) days of written notice, the other Party may terminate the Contract with immediate effect.
Article 7. Deliverable validation
Upon delivery of any Deliverable, the Client has fifteen (15) business days to formulate, in writing and with reasons, any objection relating to a defect or non-conformity of the Deliverable with the agreed specifications. Upon expiry of this period without written objection, the Deliverable is deemed accepted without reservation and the corresponding balance becomes due. In the event of a reasoned objection within the allotted time, the Parties undertake to seek an amicable solution within fifteen (15) business days. An objection relating only to an identifiable part of the Deliverable does not affect the payment obligation for the elements accepted without reservation. Acceptance of the Deliverable under this Article is independent from, and does not limit, the Grace Period defined in Article 1 and described in Article 3.3, which separately covers defects that manifest during the thirty (30) days following delivery. A defect first identified after that period has closed, but within the thirty (30) day Grace Period, is governed exclusively by Article 3.3 and does not affect payment of the balance. A defect first identified after expiry of the Grace Period is governed by the Retainer described in Article 3.4, where one is in place, or otherwise by the Client's assumption of responsibility under Article 3.3.
Article 8. Obligations of the Parties
8.1 Obligations of the Service Provider The Service Provider is bound by a best-efforts obligation. It implements all reasonable diligence to perform the Services in accordance with the agreed specifications, without guaranteeing a specific result. Outputs generated by artificial intelligence models may be inaccurate, incomplete, or require human verification before use in any business decision. The Client acknowledges that AI-generated outputs are not a substitute for professional, legal, medical, financial, or regulatory advice, and the Service Provider expressly declines all liability for decisions made by the Client without prior human verification. The same limitation applies to outputs produced by deterministic or rule-based automations and other non-AI applications, which may also contain errors and require verification before use in any business decision. The Client undertakes not to use the Deliverables for purposes that are prohibited or classified as high-risk under applicable law, including Regulation (EU) 2024/1689 on artificial intelligence (the "AI Act"), without having implemented the compliance measures required of it as deployer under that Regulation. The Client shall indemnify and hold harmless the Service Provider from any claim, penalty, or liability arising from a use of the Deliverables that does not comply with applicable law or with the intended use communicated by the Service Provider. 8.2 Obligations of the Client The Client undertakes to provide the Service Provider, in a timely manner, with access to the resources, teams, systems, and information reasonably necessary for the proper performance of the engagement. Any delay attributable to the Client results in a corresponding postponement of the delivery timeline, without penalty for the Service Provider, and may give rise to additional invoicing if the delay generates additional costs, at the Service Provider's then-current standard rates. Where a Deliverable is used by the Client for direct marketing or prospecting activities, the Client is solely responsible for ensuring the compliance of its campaigns with the direct marketing and electronic communications regulations applicable in the jurisdiction(s) of its recipients. The Service Provider does not warrant the lawfulness of the Client's target lists, message content, or use of the Deliverable, and the Client indemnifies the Service Provider against any claim, fine, or regulatory action resulting from non-compliant use of the Deliverable by the Client.
Article 9. Liability and limitation
The total liability of the Service Provider under any Contract is strictly limited to the total amounts actually received from the Client under the Contract in question. In no event shall the Service Provider be liable for indirect damages, loss of business, loss of profit, loss of data, reputational harm, or any other intangible loss, even if the Service Provider has been informed of the possibility of such damages. The Service Provider shall not be liable for the commercial or operational consequences of recommendations made in its Deliverables, nor for failures, pricing changes, or interruptions of third-party providers. The Service Provider shall not be liable for performance degradation of a delivered Deliverable resulting from modifications or misuse by the Client after the Grace Period. Notwithstanding the foregoing, the limitation of liability set out in this Article does not apply in cases of: (i) fraud or wilful misconduct (dol) by the Service Provider; (ii) gross negligence (faute lourde) by the Service Provider; (iii) death or personal injury caused by the Service Provider; or (iv) breach of the confidentiality obligations set out in Article 11. Where a Retainer under Article 3.4 is in place, this limitation does not extend to the Service Provider's failure to perform a specific task expressly included in the Retainer, such as notifying the Client of a known deprecation of the AI model or provider used. It does, however, continue to apply to the underlying third-party event itself (including the deprecation, pricing change, or interruption as such) and to any consequence of the Client not acting on information provided by the Service Provider under the Retainer.
Article 10. Intellectual property
The Service Provider retains exclusive ownership of all its methodologies, tools, models, prompts, know-how, and pre-existing elements used in the performance of the Services, including any pre-existing product or component of the Service Provider that a Deliverable incorporates or upgrades. Upon full payment of all amounts due, the Client receives a permanent, non-exclusive, and non-transferable right to use the Deliverables produced specifically for it under the Contract, limited to the Client's internal use, excluding any right to resell, sub-license, or modify the Deliverables for commercial purposes. The Client retains all rights to the data, prospect lists, brand elements, and content it supplies for the purposes of the engagement. Deliverables may incorporate open source components subject to their respective licences; the Service Provider will communicate, on request, the list of such components and applicable licences.
Article 11. Confidentiality
Each Party undertakes to treat as strictly confidential all sensitive information of the other Party (financial, technical, commercial, or strategic) to which it has access in the context of the Contract, and to use it only for the purposes thereof. This obligation remains in force for the entire duration of the Contract and for two (2) years following its expiry or termination. The Client's data shall not be used to train the Service Provider's or any third party's AI models, nor communicated to third parties other than the subprocessors identified in Article 12, without the Client's prior written consent.
Article 12. Data protection (GDPR)
12.1 General Where the Services involve the processing of personal data within the meaning of Regulation (EU) 2016/679 (GDPR), the Parties shall enter into a Data Processing Agreement (DPA) prior to or at the time of commencement of such processing. The DPA shall be annexed to the relevant Contract and form an integral part of it. In the absence of a signed DPA, the Service Provider undertakes not to process any personal data of the Client beyond what is strictly necessary for the performance of the Contract, and to delete or return such data upon completion of the Services. 12.2 Role qualification For personal data of the Client's prospects and recipients processed via a Deliverable, the Client acts as controller and the Service Provider as processor, within the meaning of the GDPR, unless otherwise specified in the DPA or the specific Contract. 12.3 Subprocessors The Client acknowledges that the Service Provider uses the following subprocessors for the purposes of the Services: third-party AI model providers used by the Service Provider, including but not limited to Anthropic, OpenAI, and Google; data enrichment and verification providers; and the Service Provider's hosting infrastructure (EU-based). These providers may process data outside the European Economic Area under their own GDPR-compliant transfer mechanisms; a current list of subprocessors is available on request. Third-party platforms or accounts to which a Deliverable connects using credentials provided by the Client (for example, the Client's own AI agent platform accounts or the Client's own email mailboxes) do not constitute subprocessors of the Service Provider within the meaning of this Article, as the Service Provider does not select or contract with them on the Client's behalf. The Service Provider notifies the Client of any change to the list of subprocessors at least fifteen (15) days in advance. 12.4 Client obligations The Client warrants that it holds all rights and authorisations necessary to transfer personal data to the Service Provider, and that it complies with its own obligations under the GDPR, including in respect of its own data subjects.
Article 13. Force majeure
Neither Party shall be liable for a failure to perform its contractual obligations resulting from a force majeure event, defined as any event that is unforeseeable, unavoidable, and external to the affected Party, within the meaning of Article 5.226 of the Belgian Civil Code. The affected Party shall notify the other without delay. The Parties shall endeavour to find an amicable solution, including rescheduling where applicable. If the event persists beyond thirty (30) days, either Party may terminate the Contract without indemnity, with amounts due for Services already performed remaining payable.
Article 14. Governing law and jurisdiction
These CGV and all Contracts concluded between the Parties are governed by Belgian law. In the event of a dispute, the Parties undertake to seek an amicable solution within thirty (30) days of written notification of the disagreement. Failing amicable agreement within that period, the dispute shall be submitted to the competent courts of Antwerp, Belgium, to which the Parties grant exclusive jurisdiction. Note for Clients established in France: the mandatory provisions of French law applicable to relations between professionals (including Articles L.441-1 et seq. of the French Code de commerce relating to payment terms and late payment penalties) apply in relations with such Clients, in accordance with the private international law rules of the European Union (Rome I Regulation).
Article 15. General provisions
15.1 Entire agreement These CGV, combined with the specific Contract (and its annexes, including any SOW and DPA), constitute the entire agreement between the Parties for the Services concerned and supersede any prior agreement on the same subject matter. 15.2 Severability If any provision of these CGV is declared null or unenforceable, the remaining provisions remain in force. The Parties undertake to replace the null provision with a stipulation of equivalent economic effect. 15.3 Non-waiver The fact that a Party does not invoke a breach by the other Party of any of its obligations shall not be interpreted as a waiver of the right to invoke it subsequently. 15.4 Notifications Any notification between the Parties shall be made by email with acknowledgement of receipt, or by registered letter, to the addresses set out in the specific Contract. In the absence of a delivery failure notification, an email is deemed received within twenty-four (24) hours of sending.