Short version: we make a quote, you approve it, we deliver what we promised, and you pay as agreed. You review AI output before relying on it. Liability is limited as is customary in B2B. Belgian law applies.
These terms apply to every quote, assignment and delivery by MODUS, unless we agree otherwise in writing.
The client's own purchasing terms only apply if we expressly accept them in writing.
If there is a conflict between the quote, order form or Statement of Work ("SOW") and these terms, the quote, order form or SOW prevails.
These terms are drafted in line with Belgian law, in particular Book V and Book X of the Belgian Code of Economic Law, and applicable European legislation on data protection (GDPR) and artificial intelligence (EU AI Act, Regulation 2024/1689).
Services means all services provided by MODUS, including Quick Scan, Full Scan, Starter Build, Build Sprint, Care, Care Solo and Care+, as described on modus-ops.be or in an individual quote.
AI system / Output means all artefacts generated by or with the help of a large language model or other machine-learning system, such as text, classifications, summaries, code or decision-support suggestions.
Subprocessors means third-party suppliers used by MODUS to deliver the Services. The current list is available on the privacy page.
Statement of Work ("SOW") means the detailed scope, deliverables, timeline and fee for a specific assignment.
Quotes are valid for 30 days, unless stated otherwise.
An assignment is created once you accept the quote in writing. Email is sufficient. For online-bookable paid services, such as a Quick Scan via Cal.eu, the assignment is created once payment has been received by us.
Fixed-fee services are charged at the price stated in the quote, order form or booking page.
Care, Care Solo and Care+ are monthly plans and may be cancelled monthly, unless agreed otherwise.
Build Sprints follow a separate SOW, signed before kickoff.
Concrete deliverables, scope, pricing and timing are always set out in the quote, order form or SOW.
What is stated there is what we deliver — no more and no less.
As a general indication:
Quick Scan covers 1 or 2 selected priority processes and results in a written decision document with process analysis, feasibility, expected impact and honest build/no-build advice.
Full Scan covers a broader mapping of multiple processes or teams, with use-case identification, prioritisation and roadmap.
Starter Build covers one clearly scoped use-case brought live in production, with documentation, handover and 30 days of post-launch fixes.
Build Sprint covers one or more automations delivered in agreed sprints, with a detailed scope, check-ins, documentation and handover.
Care plans cover monitoring, fixes, improvements and, where agreed, additional builds from a shared backlog.
To deliver properly, we need:
If your delays prevent us from delivering within the agreed period, we may revise the planning without this creating a cost reduction.
If the delay structurally disrupts our planning, for example more than 4 weeks of inactivity, we reserve the right to pause the assignment or revise the scope.
Timelines in quotes are indicative and based on a normal workflow with timely inputs from your side.
An agreed delivery timeline starts from the day we have the required access and the feedback cadence has been agreed.
Unless expressly agreed otherwise, timelines are not strict deadlines within the meaning of article 5.96 of the Belgian Civil Code.
All prices are exclusive of VAT, unless stated otherwise.
Payment terms are set out in the quote, order form, SOW or invoice.
Unless agreed otherwise:
The standard payment term is 14 days from invoice date, unless stated otherwise.
For late B2B payments, statutory late-payment interest applies in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, plus a fixed compensation of €40 for recovery costs, in addition to any actual costs incurred.
We build many solutions on or with large language models and other AI systems. We are explicit about what that means.
AI output is statistical, not factual.
Models can produce errors, hallucinations, outdated information or results that look plausible but are incorrect.
Human validation by the client is required for any AI output that goes into production and for any decision with substantial impact, whether financial, legal, operational or towards third parties.
We design workflows around this principle: human-in-the-loop or human-on-the-loop.
We do not guarantee the accuracy, completeness or suitability of AI output for a specific purpose beyond the acceptance criteria expressly stated in the SOW.
We use business API versions of LLM providers, such as OpenAI Platform, Anthropic API or Azure OpenAI Service, where training on client data is disabled by default, or we configure explicit opt-out flags.
We do not reuse your business data, prompts, documents or output for other clients.
Providers have their own terms regarding logging and retention. These are listed on our privacy page. You may request their DPAs or subprocessor clauses.
For systems we build where we select the architecture and model, we may act as provider within the meaning of article 3(3) of the AI Act.
When we use AI tools in our own operations, for example to summarise documents or generate code, we act as deployer within the meaning of article 3(4).
When an AI system is delivered to you, you will generally also act as deployer and must comply with the resulting obligations, including transparency towards end users, monitoring and, where applicable, a Fundamental Rights Impact Assessment for systems classified as high-risk.
We do not build AI systems that fall under the prohibited practices of article 5 of the AI Act, including manipulative techniques, social scoring or biometric identification in public spaces.
For applications that may qualify as high-risk under Annex III, such as HR selection, credit scoring or critical infrastructure, we carry out a prior risk analysis and prepare the required technical documentation and transparency information where applicable.
If such analysis shows that the requested application creates an irresponsible risk, or that the client is not prepared to comply with its deployer obligations, we reserve the right to refuse or terminate the assignment.
What we build specifically for you on your infrastructure, such as flows, scripts, prompts, configurations or custom code, becomes yours once the final invoice has been paid.
Until then, we grant you an unlimited transferable licence for the purpose of using the deliverables internally.
Our generic methods, frameworks, templates, know-how and reusable components remain ours. We grant you a perpetual, non-exclusive licence to use them internally within your organisation.
Open-source components remain subject to their own licences, such as MIT, Apache 2.0 or GPL. We document which components we use where relevant.
The intellectual property status of AI-generated output is not yet fully settled in Belgium and the EU. We transfer to you what is within our power to transfer. You acknowledge that AI output may not enjoy copyright protection in all jurisdictions and that similar output could theoretically be generated for other users of the same model.
You indemnify us against third-party IP claims to the extent those claims arise from input provided by you.
Everything you entrust to us about your business, processes, data, clients and strategy is confidential.
We do not share it with third parties outside our subprocessors and we do not use it in case studies unless you have given explicit written permission.
This obligation remains in force for 5 years after the end of the collaboration. For trade secrets within the meaning of Book XI of the Belgian Code of Economic Law, article XI.332/1, it remains in force indefinitely.
When we process personal data on your behalf while performing the Services, for example by building automations on your customer data, we act as processor within the meaning of article 28 GDPR.
In that case, we sign a Data Processing Agreement ("DPA") together with the agreement. The DPA defines the purposes, data types, security measures and subprocessors.
Our standard DPA is available upon request and is based on the European Commission's standard model, Decision (EU) 2021/915.
We perform our work professionally and with the care expected from an operations partner.
Our liability is contractually limited as is customary in B2B.
Our liability per event is limited to the amount agreed in the quote or SOW and aligned with the cover of our professional indemnity insurance. Where no specific cap is agreed, our liability per event is capped at the amount you paid us for the relevant service in the previous 12 months.
Our total liability per year is limited to the amount you paid us for the relevant service in the previous 12 months, unless explicitly higher cover is confirmed in the quote.
We are not liable for indirect damage, consequential damage, loss of profit, missed opportunities, reputational damage, loss of data where a backup could reasonably have been made by you, or damage caused by improper use of AI output without the human validation required under section 9.
We are not liable for outages, errors, content-policy changes, model deprecations or price changes by third-party providers, such as Microsoft, OpenAI, Anthropic, Google, n8n, Cal.eu, Cloudflare or others.
We will notify incidents as soon as reasonably possible and help mitigate them.
Complaints about delivered work must be reported in writing within 30 days after delivery. After that period, the work is deemed accepted.
These limitations do not apply in the event of fraud, intentional fault or gross negligence on our side, or where mandatory law does not allow limitation, such as bodily injury.
If an incident may give rise to a claim, insurance claim or third-party claim, both parties must notify each other as soon as reasonably possible.
The client may not acknowledge liability, settle a claim or make commitments on behalf of MODUS without our prior written consent.
Both parties will reasonably cooperate with any insurer, expert or legal adviser involved in the matter.
The client must give MODUS a reasonable opportunity to investigate the incident, limit damage and propose corrective measures.
Nothing in this section extends MODUS' liability beyond the limits set out in these terms.
Neither party is liable for delay or non-performance caused by circumstances beyond its reasonable control.
This includes strikes, energy outages, government measures, wars, pandemics, widespread internet outages, and outages, restrictions or content-policy changes at essential cloud or AI providers, such as OpenAI, Anthropic, Microsoft Azure, AWS or Cloudflare, which cannot reasonably be replaced within the applicable deadline.
Quick Scan, Full Scan, Starter Build and Build Sprint have a fixed scope. If the client terminates early, the agreed amount remains due for work already performed, plus reasonable compensation for reserved capacity, capped at 25% of the remaining amount.
Care, Care Solo and Care+ may be cancelled monthly, at the latest 5 working days before the end of the current calendar month.
In the event of a serious breach by either party, the agreement may be terminated after written notice of default and a reasonable cure period of at least 14 days.
On termination, we transfer completed deliverables and provide reasonable transition support at our hourly rate.
External funding or support schemes may be available depending on the client, project and applicable rules.
MODUS can help prepare the project scope, business case, timing, budget and supporting documentation. Where relevant, MODUS may refer the client to a specialised funding or subsidy partner.
MODUS does not guarantee eligibility, approval, timing, payment or reimbursement of any external funding or support.
The client remains responsible for its own application, declarations and compliance with the applicable conditions.
The client pays MODUS as agreed, regardless of whether external funding is approved or paid.
During the collaboration and for 12 months afterwards, both parties agree not to actively solicit employees, freelancers or subprocessors of the other party, unless explicit written consent has been given.
You may not transfer the agreement to a third party without our written consent, except as part of a merger, acquisition or transfer of the entire business, subject to prior notice.
The quote or SOW, together with these terms and the privacy page, form the entire agreement between the parties.
Changes to an ongoing assignment are only valid if agreed in writing.
If one provision is found to be invalid, the remaining provisions remain in full force. We will replace the invalid provision by mutual agreement with a provision that reflects the original intention as closely as possible.
If we do not immediately exercise a right, this does not mean we waive that right.
These terms and all agreements are governed exclusively by Belgian law, excluding the Vienna Sales Convention (CISG).
Disputes will first be handled through mutual consultation.
If no solution is reached within 30 days, the courts of the judicial district of Brussels, Dutch-speaking division, have exclusive jurisdiction, without prejudice to MODUS' right to sue the client before the courts of the client's registered office.
Email hello@modus-ops.be and we will explain without jargon.