Terms & Conditions

Last updated: 16 Apr 2025

These Customer Terms and Conditions (“Agreement”) govern access to and use of the Baseloop platform and related services provided by Baseloop (VAT BE1025.710.266), with offices at Molenbergstraat 10 / 25 2000 Antwerpen Belgium (“Company”), to the entity on whose behalf the individual accepting this Agreement does so (“Customer”). By clicking a button, checking a box, or otherwise indicating acceptance of this Agreement, or by signing an order form that references this Agreement, Customer agrees to be bound by this Agreement.

This Agreement incorporates by reference Company’s [Privacy Policy] and any Data Processing Addendum referenced therein. The individual accepting this Agreement represents and warrants that they are duly authorized to accept this Agreement on behalf of Customer.

1. Definitions

1.1 “Applicable Laws” means all laws and regulations that apply to the Parties or the Services under this Agreement, including but not limited to Belgian law, EU data protection laws such as the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), the ePrivacy Directive (Directive 2002/58/EC), and any other relevant laws relating to data privacy, electronic communications, and consumer protection (if applicable).

1.2 “Authorized User” means Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access and use the Services under this Agreement and for whom access to the Services has been purchased.

1.3 “Baseloop Platform” or “Platform” means Company’s proprietary hosted software platform, as made available to Authorized Users from time to time, including any updates or enhancements thereto.

1.4 “Client-Side Software” means any code snippet, pixel, or software in source or object code form that Company makes available to Customer for use in connection with the Services.

1.5 “Company IP” means (i) the Baseloop Platform, (ii) the Client-Side Software, (iii) any documentation or instructions regarding the Platform (“Documentation”), (iv) any data and information made available by Company through the Platform (excluding Customer Data), and (v) any other intellectual property or materials provided by Company in connection with the Services.

1.6 “Customer Data” means any data, information, or other materials that Customer or its Authorized Users submit, post, transmit, or otherwise make available to Company or the Services.

1.7 “Service Data” means any data or information generated, derived, or produced by the Services in response to or on the basis of Customer Data (including results, outputs, recommendations, or AI-derived content).

1.8 “Order” means any order form, purchase order, or online ordering document referencing this Agreement and executed (including electronically) by the Parties.

1.9 “Professional Services” means any additional services (e.g., training, data migration, implementation, integration) that Company agrees to provide, as further described in a Statement of Work.

1.10 “Services” means the Baseloop Platform, any Client-Side Software, any Professional Services provided under a Statement of Work, and any other related services or functionality provided by Company to Customer.

1.11 “Statement of Work” means a written agreement describing Professional Services, executed by both Parties and referencing this Agreement.

1.12 “Subscription Term” means the duration set forth in an Order during which Customer’s Authorized Users are permitted to access and use the Services.

1.13 “Usage Limitations” means any usage limits set out in this Agreement or in the applicable Order (e.g., maximum number of Authorized Users, monthly AI call volume, or other quantitative restrictions).

2. Access and Use

2.1 Provision of Access

Subject to Customer’s payment of all fees and compliance with this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable right to allow Authorized Users to access and use the Services for Customer’s internal business operations during the Subscription Term, in accordance with any Usage Limitations.

2.2 Documentation

Subject to this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Documentation solely for Customer’s internal use in connection with its authorized use of the Services.

2.3 Updates

Company may provide updates or enhancements to the Services. Any updates or enhancements will be subject to this Agreement unless otherwise specified. Company reserves the right to modify or discontinue features or functionality at any time, provided that Company will use commercially reasonable efforts to notify Customer of material changes that adversely affect Customer’s use.

2.4 Use Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

(i) copy, modify, or create derivative works of any Company IP;

(ii) resell, lease, sublicense, or distribute the Services to any third party;

(iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Platform or Client-Side Software (except to the extent allowed by applicable law that cannot be contractually waived);

(iv) remove any proprietary notices from the Services;

(v) use the Services in violation of Applicable Laws or in a manner that infringes any third-party rights;

(vi) use or attempt to use the Services to build a competitive service;

(vii) transmit malicious code or engage in any action that disrupts or interferes with the performance or security of the Services; or

(viii) exceed any Usage Limitations.

2.5 Suspension

Company may suspend Customer’s or any Authorized User’s access to the Services if Company determines, acting reasonably, that (i) Customer has materially breached this Agreement (including non-payment), (ii) Customer’s use of the Services may cause immediate harm or pose a material security risk to Company or any third party, or (iii) suspension is required by law. Company will provide notice and use reasonable efforts to limit the scope and duration of any suspension.

2.6 AI-Specific Disclaimers

Company continuously refines its AI and machine learning technologies to offer high-quality solutions. However, no AI system is infallible. By using the Services, Customer acknowledges and agrees that:

  1. AI-generated outputs (such as text, insights, or recommendations) may not always be fully accurate, complete, or current.
  2. Customer is responsible for independently evaluating and verifying the accuracy and suitability of any AI-derived outputs, especially before making business, legal, or financial decisions.
  3. While Company strives for best-in-class performance, it cannot guarantee that AI-generated outputs will meet all requirements or expectations, and makes no warranty regarding their completeness, reliability, or fitness for a particular purpose.

2.7 Beta or Trial Features

From time to time, Company may offer certain beta, pilot, or trial features or functionalities of the Services (“Beta Features”). Any Beta Features:

  1. Are provided “AS IS” and without any warranty of any kind;
  2. May be discontinued, modified, or made generally available at Company’s sole discretion; and
  3. Are provided solely for Customer’s evaluation and feedback, and are not intended for production use or to be relied upon for critical purposes.

2.8 Regulated Data / High-Risk Use

The Services are not designed or intended for use with data subject to heightened legal or regulatory protection (e.g., medical, financial, or other highly sensitive data) unless expressly agreed in writing by Company. Nor are the Services designed for high-risk or safety-critical environments (e.g., operation of nuclear facilities, aircraft navigation, life-support systems). Company disclaims any liability if Customer chooses to use the Services in such regulated or high-risk contexts without explicit written agreement.

3. Customer Responsibilities

3.1 Responsibility for Authorized Users

Customer is responsible for all use of the Services by Authorized Users and any breach of this Agreement by Authorized Users. Each Authorized User must have unique credentials and may not share them with others.

3.2 Compliance with Laws

Both parties must comply with all Applicable Laws relating to its (use of the) Services and its data processing, including data protection and privacy laws. If required by law, Customer shall maintain a publicly available privacy policy consistent with these requirements.

3.3 Third-Party Products

If Customer integrates any third-party applications or data sources with the Platform, Customer is responsible for ensuring it has all necessary licenses and for complying with such third-party terms. Company is not liable for third-party products or services, or for any unavailability or malfunction caused by such third-party services.

3.4 Accuracy of Customer Data

Customer is solely responsible for the accuracy, content, and legality of Customer Data. Customer represents and warrants that it has obtained all necessary consents and rights to process and provide Customer Data to the Services under Applicable Laws.

3.5 Security Obligations

Customer must use commercially reasonable security measures to safeguard any access credentials for the Services. Customer shall promptly notify Company of any suspected or actual unauthorized use of the Services or breach of security.

3.6 Data Backup & Retention

Unless otherwise agreed in writing, Customer is solely responsible for maintaining backups of its own Customer Data. Company does not guarantee that Customer Data will be retrievable in the event of data loss or after termination of this Agreement beyond the period set forth in Section 13.3. Customer should maintain independent archival and backup copies of its Customer Data.

4. Support

Company shall provide standard support for the Services via email or other channels during normal business hours in the Central European Time zone (e.g., 9:00–17:00 CET/CEST), unless otherwise stated in an applicable Order. Additional or premium support may require separate fees or be subject to a separate support addendum.

5. Professional Services

To the extent Customer orders Professional Services via a Statement of Work, Company shall provide such services in exchange for the agreed-upon fees. Any deliverables or work product resulting from the Professional Services (“Work Product”) remain Company’s exclusive property unless otherwise specified in the Statement of Work. Customer will reimburse Company for any reasonable travel or lodging expenses pre-approved in writing by Customer.

6. Fees and Payment

6.1 Fees

Customer agrees to pay the fees set forth in each applicable Order.

6.2 Currency

Unless otherwise stated in an Order, all payments shall be made in Euros (EUR) or US dollars (USD), in accordance with the currency specified in the applicable Order.

6.3 Invoicing and Payment Terms

Invoices are due according to the payment schedule in the Order or, if no schedule is stated, within fourteen (14) days from the invoice date.

6.4 Late Payments

If Customer fails to pay undisputed amounts when due, Company may charge interest at the rate permitted by Applicable Laws. Company may suspend the Services for non-payment after providing prior written notice to Customer and a reasonable opportunity to cure.

6.5 Taxes

All fees are exclusive of VAT, sales taxes, or similar charges. If any such taxes apply, Customer shall be responsible for them unless Customer provides a valid tax exemption certificate.

7. Confidential Information

7.1 Definition

“Confidential Information” means any business, technical, or financial information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is clearly identified as confidential or would be reasonably understood to be confidential by its nature.

7.2 Exclusions

Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement, (ii) was lawfully known by the Receiving Party without confidentiality obligation, (iii) is disclosed to the Receiving Party by a third party without confidentiality obligation, or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

7.3 Obligations

The Receiving Party shall not use the Disclosing Party’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement, and shall not disclose it to any third party other than employees or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those in this Section.

7.4 Return or Destruction

Upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, unless otherwise required by law or agreed in writing by the Parties.

8. Data Security and Processing

8.1 Data Protection

Company shall implement commercially reasonable security measures designed to protect Customer Data against unauthorized access, use, and disclosure.

8.2 GDPR Compliance

The Parties agree to comply with the GDPR and any applicable Belgian data protection laws. Company’s processing of Personal Data on behalf of Customer is governed by Company’s Privacy Policy and any Data Processing Addendum, which form part of this Agreement by reference.

8.3 Customer Data License

Customer grants Company a non-exclusive, worldwide, royalty-free license to reproduce, distribute, and otherwise use Customer Data as necessary to provide the Services. Company may also use aggregated or anonymized data derived from Customer Data for internal business purposes, analytics, and product improvements, provided such use does not identify Customer or any individual.

9. Intellectual Property Ownership; Feedback

9.1 Company IP

All right, title, and interest (including all intellectual property rights) in and to the Company IP remain with Company. No rights are granted to Customer except as expressly stated in this Agreement.

9.2 Customer Data

As between the Parties, Customer retains all right, title, and interest in and to Customer Data, subject to the license granted in Section 8.3.

9.3 Feedback

Any suggestions, ideas, or feedback about the Services provided by Customer (or Authorized Users) may be used freely by Company to improve or enhance its products and services, without restriction or obligation.

10. Limited Warranty

10.1 Limited Warranty

(a) Warranty. Subject to Section 10.1(b) below, Company warrants to Customer that, during the applicable Subscription Term, the Services will operate in substantial conformity with the Documentation under normal use. If the Services do not conform to this warranty, Customer must provide prompt written notice to Company specifying the non-conformance in detail. As Customer’s sole and exclusive remedy, Company will (i) use commercially reasonable efforts to correct or provide a workaround for the non-conformance within a reasonable time, or (ii) if such remedy is not feasible, either Party may terminate the affected Order, and Company will refund any prepaid fees covering the remainder of the Subscription Term for the terminated portion of the Services.

(b) Limitations. The foregoing warranty does not apply:

  1. unless Customer provides notice of the non-conformity within thirty (30) days of initial discovery;
  2. if the error or non-conformance is caused by misuse, unauthorized modification, or third-party software/hardware not provided or recommended by Company;
  3. to any features offered on a no-charge, trial, beta, or evaluation basis; or
  4. to any errors arising from Customer’s failure to use the Services in accordance with the Documentation and this Agreement.

10.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. COMPANY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR THAT ANY DEFECTS CAN OR WILL BE CORRECTED. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, OR FAILURES OUTSIDE ITS REASONABLE CONTROL, INCLUDING ISSUES ARISING FROM UNAUTHORIZED ACCESS, THIRD-PARTY SERVICES, OR THE INTERNET. ANY STATUTORY WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

11. Indemnification

11.1 Company Indemnification

(a) Scope. Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer in connection with a third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that Customer’s authorized use of the Services under this Agreement infringes or misappropriates the intellectual property rights of a third party.

(b) Conditions. This indemnification obligation applies only if:

  • Customer promptly notifies Company in writing of the Third-Party Claim;
  • Customer cooperates with Company (at Company’s expense) in the defense and settlement of the claim; and
  • Company has sole authority to control the defense and settlement of the Third-Party Claim.

(c) Remedies. If such a Third-Party Claim is made or appears possible, Company may at its sole option and expense:

  1. Obtain the rights for Customer to continue using the Services;
  2. Modify or replace the Services to make them non-infringing; or
  3. If neither (1) nor (2) is commercially feasible, terminate the applicable Order or the affected Services upon written notice and provide a prorated refund of any prepaid fees covering the remainder of the Subscription Term.

(d) Exclusions. Company has no indemnification obligation under this Section 11.1 if the alleged infringement arises from:

  • Use of the Services in combination with any data, software, hardware, or technology not provided or authorized by Company;

  • Modifications to the Services not made by Company;

  • Use of the Services other than as authorized by this Agreement;

  • Customer Data; or

  • Third-party products or services used at Customer’s direction.

    11.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, agents, and employees from any and all Losses resulting from any Third-Party Claim arising out of or related to:

  • Customer’s or any Authorized User’s breach of this Agreement;
  • Customer Data, including any claim that Customer Data infringes or misappropriates a third party’s intellectual property, privacy, or other rights;
  • Customer’s negligence or willful misconduct in connection with its use of the Services; or
  • Customer’s unauthorized modifications to or combinations with the Services.

This indemnification obligation applies only if Company (i) promptly notifies Customer of the claim, (ii) cooperates (at Customer’s expense) in the defense, and (iii) allows Customer sole authority to control the defense and settlement of the claim, provided that Customer shall not settle any such claim without obtaining Company’s prior written consent if the settlement imposes a direct obligation on Company.

12. Limitation of Liability

12.1 Exclusion of Certain Damages

To the fullest extent permitted by Applicable Laws, neither Party shall be liable for any indirect, special, incidental, consequential, or punitive damages, nor for any loss of profits, revenues, or data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

12.2 Cap on Liability

Except for liability arising from (a) a Party’s willful misconduct or fraud, (b) death or personal injury caused by a Party’s negligence, or (c) indemnification obligations under Section 11, each Party’s aggregate liability under this Agreement is limited to the total amount of fees paid (or payable) by Customer to Company in the twelve (12) months immediately preceding the event giving rise to liability. If no fees were paid, the cap on liability is one thousand Euros (€1,000).

13. Subscription Term and Termination

13.1 Term

This Agreement commences on the Effective Date and continues until all Subscription Terms in all Orders have expired or been terminated.

13.2 Termination for Cause

Either Party may terminate this Agreement upon written notice if the other Party (i) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice, or (ii) becomes insolvent or the subject of a bankruptcy proceeding.

13.3 Effect of Termination

Upon termination, Customer shall immediately cease use of the Services and destroy or return any Company IP. Company will provide Customer a reasonable opportunity to export Customer Data prior to deletion. Thereafter, Company will delete or destroy Customer Data in accordance with the Data Processing Agreement (“DPA”) and applicable law. If there is any conflict between this Agreement and the DPA regarding data retention or deletion, the DPA shall prevail solely with respect to such data.

13.4 Survival

Sections relating to fees, confidentiality, IP ownership, indemnities, limitations of liability, disclaimers, and miscellaneous provisions shall survive any expiration or termination of this Agreement.

14. Miscellaneous

14.1 Entire Agreement

This Agreement (together with any Orders, Statements of Work, and referenced documents) constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings regarding its subject matter.

14.2 Notices

  • To Company:

    Baseloop

    Molenbergstraat 10 / 25 2000 Antwerpen

    Attn: Legal Department

    [legal@baseloop.io]

  • To Customer:

    Company may provide notices via email or in-product notifications to Customer’s designated contact details. Notices are considered received upon actual receipt or deemed receipt.

    14.3 Force Majeure

Neither Party shall be liable for any delay or failure to perform under this Agreement due to circumstances beyond its reasonable control (e.g., natural disasters, labor strikes, war, government orders), provided the affected Party promptly notifies the other Party.

14.4 Amendments

Company may update this Agreement from time to time. If an update materially affects Customer’s rights, Company will provide at least thirty (30) days’ notice (e.g., by email or in-product notification) prior to the effective date of the update. If Customer does not agree with the updated terms, it may terminate the Agreement by providing written notice to Company before the effective date of the update. Unless otherwise stated by Company, such termination will be effective as of the update’s effective date. Continued use of the Services after the effective date of an update constitutes acceptance of the revised Agreement.

14.5 Waiver

No waiver of any provision shall be effective unless in writing and signed by an authorized representative of the waiving Party. Failure or delay in exercising any right does not waive that or any other right.

14.6 Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.7 Governing Law

This Agreement is governed by and construed in accordance with the laws of Belgium. The courts of Antwerp have exclusive jurisdiction to resolve any disputes arising out of or in connection with this Agreement.

14.8 Assignment

Neither Party may assign this Agreement without the other Party’s prior written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets provided the assignee is not a direct competitor of the non-assigning Party. The assigning Party shall promptly notify the other Party in writing upon any such assignment. Any attempted assignment in violation of this Section is void.

14.9 Publicity and Customer Reference

Company may reference Customer’s name and display Customer’s logo in its marketing materials, websites, and customer lists, subject to Customer’s reasonable trademark usage guidelines. Customer may request in writing that Company cease or limit such use, and Company will make commercially reasonable efforts to comply.

14.10 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship. Neither Party has authority to bind or act on behalf of the other in any manner.

14.11 Non-Solicitation of Personnel

During the Subscription Term and for a period of twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit for employment or engagement, or hire or engage (whether as an employee, freelancer, consultant, or otherwise) any person who is or was employed or engaged by Company in connection with the Services, without Company’s prior written consent. This Section 14.11 does not apply to any person who responds to a general public job advertisement or recruitment campaign that is not specifically targeted at Company personnel.