Terms and conditions

1. General provisions

1.1 Scope

These general terms and conditions apply to any offer by ANTIDOTE SRL (hereinafter "ANTIDOTE"), any order confirmation, and all services provided by ANTIDOTE. Unless ANTIDOTE has provided written acceptance to the contrary, these general terms and conditions exclude any general or specific terms and conditions of the client.

1.2 Deviation

No deviation from these general terms and conditions shall be permitted without ANTIDOTE's written agreement.

1.3 Acceptance

The client acknowledges having received a copy of these general terms and conditions and declares full acceptance thereof.

1.4 Amendments and new orders

Unless otherwise agreed in writing, these general terms and conditions apply to all amendments and/or new orders.

2. Formation and subject matter of the contract

2.1 Order

All orders from the client must be placed in writing and must either respond to a written offer or be the subject of a written order confirmation from ANTIDOTE. Unless otherwise specified, ANTIDOTE's offers are valid for 30 days.

2.2 Contract

Any offer accepted by the client, or any order placed by the client and confirmed by ANTIDOTE, together with these general terms and conditions, forms the contract binding the parties.

2.3 Subject matter

ANTIDOTE commits only to what is expressly set out in the offer or order confirmation and in these general terms and conditions, to the exclusion of any other services and/or supply of materials.

3. Provision of services

3.1 Timescales

Service delivery timescales are indicative only. A delivery or performance delay, even of several months, does not entitle the client to cancel the contract, refuse the service or claim any late-delivery penalty. In the event of a delay exceeding six (6) months after a formal notice by registered post, ANTIDOTE shall pay, if provided for in the order, a final compensation equivalent to 2 % of the sale price per additional expired month of delay, subject to a maximum of 10 % of the contract price.

3.2 Client obligations

The client undertakes to provide ANTIDOTE with all reasonably necessary data and information to ensure proper performance of the contract within the agreed conditions and timescales. Both the client and ANTIDOTE shall each appoint a project manager to ensure the necessary coordination between the two parties. The client is solely responsible for the commercial decisions it makes and their impact on ANTIDOTE's services.

3.3 Acceptance procedure

ANTIDOTE will notify the client when deliverables are ready for testing. The client undertakes to implement a testing procedure within fifteen (15) days of the delivery date. The client is deemed to have accepted the deliverables if it has used them (other than for testing purposes), if it does not begin testing within the set period, or upon expiry of the agreed deadline.

3.4 Cancellation

Cancellation of an order must be made in writing at least two (2) months before the service start date. If cancellation is made less than two (2) months before the start, ANTIDOTE will invoice a cancellation fee of 30 % of the service price. If cancellation is made less than one (1) month before the start, the fee rises to 50 %. Any deposit paid by the client will not be refunded in the event of cancellation.

3.5 Changes

No change shall take effect unless it has been the subject of a written document signed by representatives of both parties. ANTIDOTE will invoice services related to requested changes at its standard rates.

3.6 Materials

The client is required to check all materials delivered to it immediately. No claim relating to a delivered material will be accepted after the client has handled or attempted to handle the material.

4. Service pricing

4.1 Deposit

Unless otherwise agreed in writing, the client undertakes to pay ANTIDOTE, within seven (7) days of the conclusion of the contract, a deposit corresponding to thirty (30) % of the agreed price. Unless otherwise agreed in writing, service delivery timescales only begin upon receipt of the deposit by ANTIDOTE.

4.2 Pricing

ANTIDOTE invoices services at the prices set out in the contract, on a fixed-price and/or time-and-materials basis. Prices stated in the offer or contract are exclusive of VAT.

5. Intellectual property

5.1 Ownership

ANTIDOTE retains intellectual property rights over all creations produced under the contract.

5.2 Client's right of use

Upon full payment of the price by the client, ANTIDOTE grants the client a right to use certain products — excluding audiovisual productions — created by ANTIDOTE under the contract, for the client's internal purposes only. Use is restricted to the client and excludes any third party, unless otherwise agreed.

5.3 Transfer of intellectual property rights

Upon full payment of the price, ANTIDOTE transfers intellectual property rights over audiovisual productions (excluding music rights) to the client, within the limits imposed by applicable law, unless otherwise agreed.

5.4 Client infringement

Any infringement by the client of ANTIDOTE's intellectual property rights shall entitle ANTIDOTE to immediately suspend or terminate the contract. In the event of infringement, the client shall pay twenty thousand (20,000) euros per infringement, without prejudice to ANTIDOTE's right to claim greater damages in court.

5.5 Expiry of right of use

Upon expiry of the right of use, the client must immediately and unconditionally cease all use of the creations. In the event of non-compliance, the penalty set out in article 5.4 applies.

6. Payment

6.1 Invoicing

ANTIDOTE invoices its services on a monthly basis. Unless otherwise agreed in writing, the service price is payable according to the following schedule: (i) thirty (30) % as a deposit within seven (7) days of conclusion of the contract; (ii) the balance monthly until delivery (fixed price) or monthly (time and materials).

6.2 Payment term

All ANTIDOTE invoices are payable within thirty (30) days of the invoice date.

6.3 Disputes

Any dispute relating to invoices must be substantiated and notified to ANTIDOTE no later than seven (7) days from the invoice date.

6.4 Late payment and default

In the event of late or non-payment, the client shall automatically and without prior formal notice owe late-payment interest at the rate referred to in article 5 of the Belgian Act of 2 August 2002. Any unpaid invoice shall also incur a fixed penalty of 10 % of the principal amount. ANTIDOTE reserves the right to charge a fee of 15 euros per collection letter.

6.5 Suspension

In the event of the client's failure to meet a single payment deadline, ANTIDOTE reserves the right to suspend, in whole or in part, the performance of its services.

7. Limitation of liability

7.1 Best-efforts obligation

Unless ANTIDOTE has made a specific written commitment to the contrary, or unless required by law, ANTIDOTE's obligations are best-efforts obligations.

7.2 Limitation

ANTIDOTE shall in no event be held liable for the client's failure to implement or defective implementation of ANTIDOTE's recommendations or advice. ANTIDOTE shall not be held liable for errors committed by other parties or third parties in the context of the mission entrusted to it.

7.3 Direct damages

ANTIDOTE's liability is, in all cases, limited to direct, material and foreseeable damage, and shall not exceed the price paid by the client for the defective service or product during the three (3) months preceding the claim. To be admissible, the claim must be submitted within seven (7) days of the damage being identified.

7.4 Indirect damages

To the maximum extent permitted by law, ANTIDOTE excludes its liability for any indirect damage caused to the client, including loss of profit, revenue, interest, data, use or opportunity, business interruption, or any payment made or owed to a third party.

7.5 Client obligations

In the event that the client fails to fulfil its obligations, and subject to prior notice from ANTIDOTE, ANTIDOTE may: invoice reserved but unused resources, modify the scope of services and/or timescales, or suspend or terminate production of products and/or services.

7.6 Third-party items

Any software, hardware, equipment, products or items supplied by third parties under a contract are provided "as is" and ANTIDOTE accepts no liability for any defects identified therein.

8. Assignment and subcontracting

ANTIDOTE may assign or subcontract all or part of the rights and obligations arising from the contract with the client without the client's consent. The client may not assign the contract without ANTIDOTE's prior written consent.

9. Force majeure

The occurrence of any event such as delivery delays or failures, strikes, lock-outs, terrorist attacks, epidemics or health crises, and more generally any event affecting the parties, their suppliers or subcontractors that delays or makes impossible the performance of their respective obligations, shall suspend the performance of those obligations.

10. Termination and consequences

10.1 Termination

The client may terminate the contract with three (3) months' notice by sending a registered letter to ANTIDOTE. In that case, the client shall automatically owe the cost of services performed and expenses incurred up to the termination date, as well as loss of profits. ANTIDOTE may terminate the contract at any time with seven (7) days' notice without owing any compensation. ANTIDOTE reserves the right to immediately suspend or terminate the contract in the event of an uncorrected breach within fifteen (15) days, the client's insolvency, or a breach of confidentiality or intellectual property obligations.

10.2 Consequences of termination

Upon termination of the contract, for whatever reason, the client must pay all undisputed services and charges payable prior to the termination date, without any right of retention, deduction or set-off.

11. Data protection

11.1 Purposes

ANTIDOTE processes the client's personal data for the purposes of performing the contract, client administration, promoting and developing ANTIDOTE's products and services, and creating personalised information and direct-marketing campaigns.

11.2 Client rights

At any time, the client has the right to free access, control and rectification of their personal data. The client may, on request and free of charge, object to the processing of their data for direct-marketing purposes. To do so, contact ANTIDOTE by email at: legal@lecercle.ai.

12. General provisions

12.1 Waiver

Any waiver by ANTIDOTE of all or part of these general terms and conditions at any given time shall not be construed as a waiver of its right to invoke them at a later date.

12.2 Confidentiality

Both ANTIDOTE and the client undertake, on their own behalf and on behalf of their employees, to maintain the strict confidentiality of all information exchanged.

12.3 Governing law

These general terms and conditions, and any contract to which they apply, are governed by Belgian law.

12.4 Jurisdiction

Any dispute shall be submitted to the exclusive jurisdiction of the Commercial Court of Brussels.