Legal
Terms of use
In an ever-evolving digital landscape, it is crucial to have a solid foundation that protects both parties while fostering innovation and growth. Our terms are designed to address the complexities of modern digital services, incorporating the latest regulatory requirements such as the Digital Services Act and the AI Regulation 2024.
They reflect our commitment to ethical practices, data protection, and responsible use of emerging technologies. By engaging with Piritech, you are not just receiving a service; you are entering into a partnership built on trust, expertise, and mutual understanding. We invite you to review these terms carefully, as they form the backbone of our collaboration and ensure a smooth, productive, and legally compliant journey towards achieving your digital ambitions.
Overview of Key Commitments
Piritech, a digital agency based in Antwerp, structures its contractual relationships through these general terms and conditions, aligned with Belgian and European legal frameworks. This document defines the rights and obligations of the parties, covering all digital services (web development, e-commerce, digital marketing, automation, AI) while incorporating the latest regulatory developments.
Scope and Definitions
We offer several tailored packages to make launching your digital marketing strategy straightforward and effective. Simply select the package that aligns with your goals and place your order. You’ll be guided through sharing the necessary details, allowing us to start building a results-driven marketing plan for your business.
Article 1 - Object and Territorial Scope
1.1. Object: These General Terms and Conditions of Sale (GTCS) govern the contractual relationship between the agency Piritech (hereinafter “the Agency”) and its professional clients (hereinafter “the Client”).
1.2. Territorial Scope:
– Digital Services, AI & Automation: These services are offered to Clients worldwide, specifically including the European Union and North America (USA/Canada).<br/>
– Hardware and Robotics Sales: These products are exclusively intended for sale, delivery, and use within the European Economic Area (EEA), the United Kingdom, and Switzerland. The Agency disclaims all liability in the event of export or use of the hardware outside this zone by the Client.
Article 2 - Invoicing and Payment Terms
2.1. Fixed-Price Projects: Payment is due within 7 calendar days from the invoice date. No netting or set-off is permitted by the Client.
- Projects < €10,000 (excl. VAT): 25% down payment, 75% upon delivery.
- Projects > €10,000 (excl. VAT): 25% down payment, 25% (at 25% progress), 25% (at 50% progress), 25% balance upon delivery.
- Robotics (Europe only): 50% down payment, balance before shipment/delivery.
2.2. Subscription Services (Recurring): Payable in advance.
- Annual Payment: Invoiced in full upon signature or anniversary date.
- Monthly Payment: This option incurs an administrative management fee of €50 (excl. VAT) per month in addition to the base rate. The first installment is due upon signature, subsequent ones via direct debit on the 1st of each month.
2.3. Hourly Services (Time & Material): Billed based on time spent via a monthly timesheet, deemed approved within 5 business days absent written objection.
Article 3 - Late Payment and Penalties
Any late payment shall automatically result in, without prior notice:
- Late Interest: 12.5% per annum.
- Fixed Indemnity: 10% of the invoice amount (minimum €50).
- Collection Costs: €40 fixed fee + actual costs if higher.
Article 4 - Duration, Renewal, and Termination of Subscriptions
4.1. Duration: Unless otherwise stated, subscription contracts are for an initial term of 12 months. They are automatically renewed for successive 12-month periods (Tacit Renewal).
4.2. Notice: Termination notice is 3 months prior to the annual expiry via registered letter or email.
North America: In case of early termination, the remaining annual balance becomes immediately due.
4.3. Suspension (Kill Switch): In case of payment default (> 7 days), the Agency reserves the right to immediately suspend access to services, APIs, or software without indemnity. Reactivation fee: €150 (excl. VAT).
4.4. Price Indexation: Annual price adjustment allowed based on the Consumer Price Index (capped at 5% or the actual index, whichever is higher).
Article 5 - Orders and No Right of Withdrawal
The Client being a professional and services being executed immediately, the Client expressly waives any right of withdrawal. All orders are final.
Article 6 - Collaboration and Client Obligations
The Client agrees to provide necessary elements within 5 business days of request. Delays by the Client result in delivery postponement and potential “stand-by” fees.
Article 7 - AI, Automation, and Software Specifics
7.1. No Guarantee of Result (AI): The Agency integrates probabilistic AI models. The Agency guarantees neither absolute accuracy nor freedom from errors (“hallucinations”). The Client is solely responsible for human verification (Human-in-the-loop) of AI deliverables before use.
7.2. Third Parties: The Agency is not liable for interruptions or changes in third-party APIs (OpenAI, Make, Google, etc.).
7.3. Compliance: The Client guarantees that their use of automations complies with local laws (e.g., CAN-SPAM Act, GDPR).
Article 8 - Robotics Sales (Europe Zone Only)
8.1. Transfer of Risk: Occurs upon handover to the carrier (Incoterms EXW or FCA).
8.2. USA/Canada Export Exclusion: The Client is formally prohibited from exporting or moving the delivered robots to the USA or Canada. The Client agrees to indemnify and hold the Agency harmless against any claims or liability (including Product Liability) arising in these jurisdictions.
8.3. Safety: The Client is solely responsible for on-site risk analysis and safety perimeters.
Article 9 - Hosting and Cloud
The Agency acts as a technical intermediary. Its liability shall not exceed that offered by the hosting providers (OVH/O2Switch).
Article 10 - Acceptance and Validation
The Client has 7 business days to test deliverables. Without a report of a “Blocking Bug,” acceptance is deemed tacitly granted (“Deemed Acceptance”).
Article 11 - Intellectual Property
The Agency retains ownership of its “Background IP.” Rights to specific deliverables (“Foreground IP”) are transferred to the Client only upon full payment.
Article 12 - Confidentiality and Non-Solicitation
12.1. Strict confidentiality of exchanged trade secrets.
12.2. The Client agrees not to poach Agency staff during the contract and for 12 months thereafter (Penalty: 1 year of gross salary).
Article 13 - LIMITATION OF LIABILITY
13.1. Cap: Except in cases of fraud or gross negligence, the Agency’s total liability is strictly limited to the amount paid for the specific service during the last 12 months.
13.2. Indirect Damages: Excluded (loss of business, data, reputation).
13.3. NORTH AMERICAN DISCLAIMER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS”. PIRITECH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PIRITECH SHALL NOT BE LIABLE FOR PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Article 14 - Governing Law and Dispute Resolution
14.1. EU Clients: Belgian Law. Courts of the Agency’s registered office.
14.2. Non-EU Clients (incl. USA/Canada): All disputes shall be finally settled under the Rules of Arbitration of CEPANI (Brussels) by one or more arbitrators. The language of the arbitration shall be English. The UN Convention on Contracts for the International Sale of Goods (Vienna Convention) is excluded.