Terms and conditions

Ensidia BV, company number BE0534.887.001. These terms apply to all quotes and agreements for AI automation.

1. Subject and scope

Ensidia provides the services listed in the quote. Anything not listed is outside the assignment. Additional requests are made in writing and receive a separate quote.

2. Price and payment

Prices exclude VAT. Unless agreed otherwise, 50 percent is payable at the start and 50 percent on delivery, within 30 days of the invoice date. Late payment results in default interest and a fixed compensation, within the limits of the law.

3. Performance and planning

Ensidia has a best-efforts obligation. The planning is indicative. The client provides access, data and a contact person in good time. Delay on the client's side moves the planning.

4. Delivery and acceptance

The client tests within 5 working days after delivery and reports defects in writing. Ensidia fixes defects that deviate from the description within a reasonable time. Without a report within that period, or on use in production, delivery is deemed accepted.

5. Client environment and accounts

The workflow environment and the accounts for AI services are in principle in the client's name, and the client pays subscriptions and usage directly. Ensidia receives access to build and maintain and uses it only for the assignment. Credentials and API keys stay in the client's environment. At the end of the assignment the client withdraws access and Ensidia delivers an export of the workflows with documentation.

6. External services

Workflow platforms, AI providers and other external services have their own terms, prices and outages. Ensidia has no control over these and is not liable for outages, price changes or changed features. Ensidia informs the client in good time if such a change affects the automation. Adjustments because of this fall under maintenance or additional work.

7. AI output

AI output can contain errors. The client remains responsible for decisions based on the output, and Ensidia builds in a human approval step where needed. Use for decisions about people with legal effect, such as hiring or credit, requires prior written consultation and a risk analysis.

8. Intellectual property

After full payment the client owns the workflows and configurations built for the client. Ensidia retains the rights to its own templates, methods and reusable components and grants the client a non-exclusive right of use to the extent needed to use the deliverable. Third-party software remains under that vendor's own licence.

9. Data protection

If Ensidia processes personal data for the client, the client is the controller and Ensidia the processor, under the data processing annex that belongs to the quote.

10. Confidentiality

Both parties keep confidential information secret, during and for 3 years after the assignment. Ensidia names the client as a reference only with written permission.

11. Liability

Ensidia's liability for direct damage is limited to the amount the client paid for the assignment concerned, and for maintenance to the amount of the past 12 months. Ensidia is not liable for indirect damage such as lost profit or loss of data, except in case of intent or where the law does not allow a limitation. Savings in a quote are estimates and not a guarantee.

12. Maintenance and termination

Maintenance runs per month and can be cancelled with 1 month's notice, at the end of a month. Maintenance does not include building new automations.

13. Termination for breach

In case of a serious breach, either party may terminate the agreement after written notice of default and 15 days without remedy. Services already delivered remain payable.

14. Applicable law and jurisdiction

Belgian law applies. Disputes go before the enterprise court of the judicial district where Ensidia has its registered office.

15. General

The quote prevails over these terms. Changes are made in writing. If a provision is invalid, the others remain in force.