Terms and conditions

Last updated: 28 May 2026

These terms and conditions apply to all quotes, agreements and services of Acturnia. By accepting a quote or starting an engagement, you accept these terms.

1. Definitions

"Acturnia" refers to Acturnia, established at Polberglei 10, 2950 Kapellen, Belgium.

"Client" refers to the natural or legal person who purchases a service from Acturnia in the course of its professional activity. These terms apply to business clients only; Acturnia does not contract with consumers.

"Service" refers to business automation, data and system integrations, website development, webshops or related work as described in the quote.

"System" refers to the software, configuration, models, scripts and documentation delivered as part of an engagement.

"Agreement" refers to the accepted quote together with these terms and any annexes, including the data processing agreement.

2. Scope and precedence

2.1 These terms apply to every quote, agreement and service of Acturnia and replace all earlier versions.

2.2 The client's own purchase or procurement conditions do not apply and are expressly rejected, unless Acturnia has accepted them in writing for the engagement concerned.

2.3 Departures from these terms are only valid once agreed in writing. In the event of conflict the order of precedence is: the signed quote or proposal, then any annex, then these terms.

3. Services

3.1 Acturnia carries out all engagements to the best of its knowledge and ability. Unless expressly agreed otherwise, the commitment is a best-efforts obligation (inspanningsverbintenis) and not an obligation of result.

3.2 The client is responsible for supplying all necessary information, access, test data, accounts and feedback on time, and for designating a contact person with authority to make decisions. Any delay in doing so may affect the delivery schedule, without Acturnia being liable for it.

3.3 The client warrants that it is entitled to grant the access and supply the data it provides, and that doing so does not infringe any third-party right or contractual restriction.

4. Quotes and agreements

4.1 Quotes are valid for 30 days unless stated otherwise. An agreement is formed once the quote is accepted in writing (email is sufficient).

4.2 Changes to the scope after acceptance are agreed between the parties as a change request, recorded in writing, and may result in additional charges and a revised schedule.

4.3 If the client postpones or cancels an engagement after acceptance, Acturnia may charge the work already performed, together with any unavoidable costs already committed.

5. Delivery, testing and acceptance

5.1 Delivery takes place in the phases described in the quote. Where historical data is available, the system is validated against it before it handles live traffic, and the resulting accuracy is reported to the client.

5.2 After delivery the client has 10 business days to test the system against the agreed specification and to report any defects in writing.

5.3 The system is deemed accepted once the client confirms acceptance in writing, once the test period has passed without a written report of defects, or as soon as the client uses the system productively, whichever occurs first.

5.4 Minor defects that do not prevent normal use do not postpone acceptance; they are resolved under article 6.

6. Warranty and support

6.1 For 3 months after acceptance, Acturnia resolves defects in its own work free of charge. A defect is a demonstrable deviation from the agreed specification.

6.2 The following are not defects and are handled as chargeable change requests: new or changed requirements, changes in the client's processes, changes or outages at third-party systems and providers, changes to the data supplied, and faults arising from modifications made by or on behalf of the client.

6.3 After the warranty period, support and maintenance are provided on the basis of a retainer or at the applicable hourly rate. What a retainer covers, including monitoring and response times, is set out in the quote.

7. Payment, rates and third-party costs

7.1 Invoices are payable within 14 calendar days of the invoice date, unless agreed otherwise. In the event of late payment, default interest of 1% per month is due by operation of law and without notice of default, as well as a fixed indemnity of 10% of the outstanding amount (minimum €50).

7.2 Objections to an invoice must be notified in writing within 14 days of the invoice date, failing which the invoice is deemed accepted.

7.3 Third-party costs. The systems Acturnia builds may use third-party services that are charged on the basis of usage, such as AI providers, cloud infrastructure, hosting and API subscriptions. These costs are borne by the client. Wherever possible the accounts are held in the client's own name; where Acturnia holds them, the costs are invoiced on at cost price.

7.4 Price changes by such third parties, and changes in the client's own usage volume, are passed on. Acturnia informs the client as soon as it becomes aware of a material change.

7.5 For ongoing services (retainer, maintenance), rates are reviewed annually and communicated at least 30 days in advance.

7.6 If an invoice remains unpaid after a written reminder, Acturnia may suspend its work, including monitoring and support, until payment is received. Suspension does not affect the client's payment obligations.

8. Automated and AI-based systems

8.1 Systems that use artificial intelligence produce results on a statistical basis. Acturnia does not warrant that every individual output is correct. What is agreed is the accuracy demonstrated during testing under article 5.1, together with the fallback behaviour and escalation to a human described in the quote.

8.2 The client remains responsible for the decisions it takes on the basis of the system's output, and for maintaining the human review that the design provides for.

8.3 Third-party models and services may be changed or discontinued by their providers. Where this affects the system, Acturnia proposes an alternative; the work involved is chargeable unless it falls under article 6.1.

8.4 Each party bears the obligations that apply to it under legislation on artificial intelligence, including Regulation (EU) 2024/1689. The parties provide each other with the information reasonably required for this, and record in the quote which role each of them takes.

9. Data protection

9.1 Where Acturnia processes personal data in the course of an engagement, it does so on the client's instructions as a processor within the meaning of Article 28 GDPR, and the client acts as the controller.

9.2 A data processing agreement is concluded before any processing begins. It sets out the subject matter and duration, the categories of data, the security measures, the use of sub-processors, the location of the data and what happens to it when the engagement ends. Data residency within the European Union is the default.

9.3 The client warrants that it has a lawful basis for the data it makes available and that it has informed the data subjects where required.

9.4 Each party notifies the other without undue delay of any personal data breach affecting the engagement, and provides the assistance reasonably required to meet statutory notification obligations.

9.5 Acturnia's processing of personal data as a controller, for example the data of website visitors and prospective clients, is described in its privacy policy.

10. Intellectual property and right of use

10.1 Right of use. Upon full payment, the client receives a perpetual, irrevocable, worldwide, royalty-free and non-exclusive right to use, operate and retain the system built for it, together with its source code and documentation, for its own business purposes and those of companies belonging to the same group.

10.2 Restriction. The client may not sell, licence, sublicense, distribute or otherwise make the delivered system available to third parties, in whole or in any substantial part, and may not offer it to third parties as a service. This restriction continues to apply after the agreement ends and is not limited in time.

10.3 Modification during maintenance. For as long as Acturnia maintains the system, the client will not modify it, or have it modified by a third party, without prior written agreement. This is not an exclusivity arrangement but a condition of accountability: Acturnia cannot stand behind a system that has been altered outside its control. Should the system nevertheless be modified, Acturnia's warranty and support obligations lapse for the parts affected.

10.4 After maintenance ends. Once Acturnia no longer maintains the system, for whatever reason, the restriction in article 10.3 lapses automatically. The client retains the source code and documentation and is free to modify the system itself or have it modified by any third party. Acturnia will not withhold the access, credentials or documentation required for this.

10.5 Ownership. All intellectual property rights in the system remain vested in Acturnia. This includes the underlying components, libraries, frameworks, tools, models, methods and know-how, as well as the solution developed for the engagement as a whole. The client acquires the right of use described in article 10.1 and no other rights.

10.6 Freedom to reuse. Acturnia is expressly entitled to reuse the system, in whole or in part, and to further develop, adapt, offer and commercialise it for other clients, including clients active in the same sector as the client. The client's right of use is non-exclusive and does not imply any exclusivity, sector exclusivity or non-competition obligation. Exclusivity can be agreed only in a separate written agreement and against separate remuneration.

10.7 Generic improvements. In the course of an engagement, Acturnia may develop generic capabilities, components or improvements that are not specific to the client: for example the ability to interpret a new document format, a more robust error-handling pattern, or a general processing technique that emerged from a case encountered during the work. Acturnia is entitled to retain such improvements, develop them further and apply them for other clients. The test is whether the improvement is generic in nature and functions independently of the client's data and of the client's specific way of working.

10.8 What is never reused. The entitlement under articles 10.6 and 10.7 never extends to:

• the client's data, content and branding;
• the client's confidential business rules, procedures, pricing, customer information and trade secrets, and the specific methods in which they are embodied;
• any configuration, prompt, ruleset, model or dataset that incorporates or is derived from such material in a form from which it could be reconstructed.

Where a capability has been developed using the client's data, it may be reused only once it has been separated from that material and functions independently of it. A model or ruleset trained specifically on the client's data is not reused for other clients. This material remains the client's property and is covered by the confidentiality obligation in article 11. Where Acturnia reuses the system elsewhere, it does so without that client-specific material.

10.9 Third-party licences. Open-source components and third-party licences used remain subject to their respective licence terms.

10.10 Reference. Acturnia reserves the right to name the project as a reference, unless the client requests otherwise in writing.

11. Confidentiality

11.1 Both parties undertake not to disclose confidential information shared in the course of the engagement to third parties, unless required by law. This obligation continues for 5 years after the agreement ends, and for as long as the information qualifies as a trade secret.

11.2 Information is not confidential where it is publicly known through no breach of this article, was already lawfully held by the receiving party, or was independently developed without use of the other party's information.

11.3 This article does not restrict the rights of reuse set out in articles 10.6 and 10.7; article 10.8 determines what Acturnia may never reuse.

12. Liability

12.1 Acturnia's liability is limited to the amount invoiced for the engagement concerned in the 12 months preceding the event giving rise to the damage.

12.2 Acturnia is not liable for indirect damage, consequential damage, loss of profit or loss of data, nor for outages or changes at external service providers such as API providers, hosting and cloud platforms that affect the operation of the solutions delivered.

12.3 The limitations in this article do not apply in the event of fraud, intentional fault, or damage resulting from death or physical injury, nor in any other case where the law does not permit a limitation of liability.

12.4 The client is responsible for keeping its own backups and for the accuracy of the data it supplies.

12.5 Claims must be notified in writing within 2 months of the client becoming aware of the damage, and in any event within 12 months of delivery, failing which they lapse.

13. Force majeure

13.1 Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control, including outages or discontinuation of third-party services, failures of internet, power or telecommunications, cyberattacks, illness, strikes, war and government measures.

13.2 Obligations are suspended for the duration of the force majeure event. If it lasts longer than 60 days, either party may terminate the agreement in writing, without compensation, with work already performed remaining payable.

14. Subcontracting

Acturnia may engage third parties for part of the work. It remains responsible towards the client for their performance. Where such a third party processes personal data, article 9 applies.

15. Term, termination and handover

15.1 Project engagements end on acceptance and full payment. Ongoing agreements (retainer, maintenance) are entered into for an initial period of 3 months and renew monthly thereafter, with a notice period of 1 month.

15.2 In the event of a serious breach by either party, the agreement may be terminated after written notice of default and a 14-day period to remedy it.

15.3 On termination, Acturnia hands over within 10 business days the source code, documentation and credentials relating to the system, insofar as the client has paid for the engagement. Any further transition assistance is chargeable at the applicable hourly rate.

15.4 At the client's request, Acturnia deletes the client data in its possession after handover, except where a statutory retention obligation applies.

16. Governing law and disputes

16.1 All agreements with Acturnia are governed by Belgian law.

16.2 The parties will first attempt to resolve any dispute through consultation. Failing that, disputes are submitted to the competent courts of the judicial district of Antwerp.

17. General provisions

17.1 Severability. If a provision of these terms is invalid or unenforceable, the remaining provisions remain in force and the parties will replace the provision concerned with a valid one that approaches its purpose as closely as possible.

17.2 Entire agreement. The agreement, together with these terms and any annexes, replaces all earlier arrangements on the same subject.

17.3 No waiver. The fact that a party does not invoke a right does not mean that it waives it.

17.4 Assignment. Neither party may transfer the agreement without the other's written consent, save that Acturnia may transfer it to a company it incorporates to continue its activity, of which the client will be informed.

17.5 Notices. Notices under the agreement are valid when sent by email to the addresses used for the engagement.

17.6 Amendments. Acturnia may amend these terms for ongoing services with 30 days' notice. If the client does not accept the amendment, it may terminate the ongoing service as of the date the amendment takes effect.

17.7 Language. These terms are drawn up in English. Should a translation be made available, the English version prevails in the event of a discrepancy.