this is a draft template and should be reviewed, adapted, and finalized by a legal professional

Terms of Service for Solution-01

Effective Date: January 1, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THEY GOVERN YOUR USE OF OUR SERVICES AND FORM A BINDING CONTRACT BETWEEN YOU AND Solution-01.

1. Acceptance of Terms

By accessing or using any services provided by Solution-01, including but not limited to the production of AI solutions, the sale or provision of human resources, the sale or rental of physical resources (equipment, materials), and Engineering, Procurement, and Construction Management (EPCM) services (collectively, “Services”), you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy. If you do not agree to these Terms, you must not use our Services. These Terms apply to all users of the Services, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

2. Definitions

• “Client,” “You,” “Your”: Refers to the individual or entity engaging Solution-01 for Services.

• “Company,” “We,” “Us,” “Our”: Refers to Solution-01, a company registered under the laws of Belgium, with its principal place of business in Brussels.

• “AI Solutions”: Refers to artificial intelligence-based software, models, algorithms, data analytics tools, and related services developed or provided by the Company.

• “Human Resources”: Refers to personnel, consultants, experts, or labor provided by the Company or through its network to the Client for specific industrial purposes or projects.

• “Physical Resources”: Refers to equipment, machinery, tools, materials, or other tangible assets sold or provided by the Company.

• “EPCM Services”: Refers to Engineering, Procurement, and Construction Management services, including but not limited to project design, planning, procurement, construction oversight, and commissioning.

• “Services”: Collectively refers to AI Solutions, Human Resources, Physical Resources, EPCM Services, and any other services provided by the Company.

• “Order Form” or “Statement of Work (SOW)”: A separate document, physical or electronic, executed by both Parties, detailing the specific Services, scope, deliverables, timelines, pricing, and other project-specific terms. These Terms shall be incorporated by reference into each Order Form/SOW.

• “Confidential Information”: Any non-public information, whether commercial, financial, technical, or operational, disclosed by one Party to the other.

• “Intellectual Property Rights (IPR)”: All patents, copyrights, trademarks, trade secrets, design rights, database rights, and any other intellectual or industrial property rights, whether registered or unregistered.

3. Scope of Services

3.1. General: The specific Services to be provided will be detailed in an Order Form or Statement of Work (SOW) executed between the Company and the Client. Each Order Form/SOW shall form a part of these Terms.

3.2. AI Solutions:

* Development/Customization: If bespoke AI Solutions are developed, the Order Form/SOW will specify the functional requirements, development lifecycle, acceptance criteria, and intellectual property ownership/licensing terms.

* Licensing/SaaS: If AI Solutions are provided on a subscription (SaaS) or licensing basis, the Order Form/SOW will outline the license scope, usage limits, subscription period, and any associated service level agreements (SLAs).

* Data Use: The Client acknowledges that the effectiveness of AI Solutions may depend on the quality, volume, and relevance of data provided by the Client. The Client grants the Company a limited, non-exclusive license to use Client data solely for the purpose of providing and improving the AI Solutions as specified in the SOW.

3.3. Human Resources:

* Personnel Provision: The Order Form/SOW will specify the roles, qualifications, duration of engagement, rates, and responsibilities of personnel provided.

* Client Responsibility: The Client is responsible for supervising and managing the day-to-day work of personnel provided, ensuring a safe working environment, and complying with all applicable labor laws, health, safety, and environmental (HSE) regulations regarding the provided personnel while they are on Client premises or under Client direction.

* Independent Contractors: Unless explicitly stated otherwise in an SOW, human resources provided by the Company are engaged as independent contractors or employees of the Company, and not as employees of the Client.

3.4. Physical Resources:

* Sale/Rental: The Order Form/SOW will detail the specific Physical Resources, quantities, specifications, purchase price or rental rates, delivery terms, warranty, and return policies.

* Ownership & Risk: Title and risk of loss for Physical Resources sold shall pass to the Client upon delivery or as specified in the Order Form. For rental, risk of loss remains with the Client during the rental period.

* Condition & Maintenance (Rental): Client agrees to use rented Physical Resources appropriately and maintain them in good working order. Any damage beyond normal wear and tear shall be the Client’s responsibility.

3.5. EPCM Services:

* Project Scope: The Order Form/SOW will comprehensively define the scope of engineering, procurement, and construction management activities, project milestones, deliverables, and performance metrics.

* Permitting & Compliance: The Client is primarily responsible for obtaining all necessary permits, licenses, and approvals required for the project, though the Company may assist as agreed in the SOW. Both Parties shall comply with all relevant laws and regulations.

* Site Conditions: The Client warrants that all site conditions and existing infrastructure information provided to the Company are accurate and complete.

4. Pricing, Payments, and Taxes

4.1. Fees: The Client agrees to pay the Company the fees specified in the applicable Order Form or SOW.

4.2. Payment Terms: Payment terms (e.g., net 30 days from invoice date) will be specified in the Order Form/SOW. 

4.3. Expenses: Unless otherwise stated, the Client shall reimburse the Company for reasonable out-of-pocket expenses incurred in the provision of Services (e.g., travel, accommodation, specialized software licenses), provided such expenses are pre-approved or incurred in accordance with the SOW.

4.4. Taxes: All fees are exclusive of applicable taxes (e.g., VAT, sales tax, withholding tax), which shall be added to the invoice at the prevailing rate, where applicable. The Client is responsible for paying all such taxes.

4.5. Price Changes: The Company reserves the right to modify prices for Services upon 30 days’ prior written notice to the Client, particularly for recurring services like AI Solution subscriptions. Price changes will not affect active Order Forms/SOWs unless explicitly agreed upon.

5. Client Obligations

5.1. Cooperation: The Client agrees to provide timely cooperation, access to necessary personnel, information, data, facilities, and equipment as reasonably required by the Company to perform the Services. Delays caused by the Client’s failure to provide such cooperation may impact timelines and costs.

5.2. Accuracy of Information: The Client is solely responsible for the accuracy, completeness, and legality of all data, information, and specifications provided to the Company.

5.3. Compliance with Laws: The Client shall comply with all applicable local, national, and international laws and regulations related to its business operations and its use of the Services, including but not limited to data privacy laws, labor laws, and industry-specific regulations.

5.4. Security: The Client is responsible for maintaining the security of its accounts, passwords, and access to any AI Solutions provided by the Company.

6. Intellectual Property Rights (IPR)

6.1. Company IPR: All Intellectual Property Rights in and to the Company’s underlying technology, methodologies, generic AI models, existing software, and any deliverables created by the Company prior to or independently of this Agreement shall remain the sole property of the Company.

6.2. Client IPR: All Intellectual Property Rights in and to Client’s pre-existing data, information, and any materials provided by Client to Company shall remain the sole property of the Client.

6.3. Project-Specific Deliverables (AI Solutions & EPCM):

* Unless otherwise explicitly stated in an Order Form/SOW, where the Company develops custom AI Solutions or EPCM project-specific designs specifically for the Client and receives full payment for such development:

* The Company shall grant the Client a perpetual, non-exclusive, non-transferable, worldwide license to use such project-specific deliverables for the Client’s internal business operations.

* For bespoke AI Solutions, specific ownership or broader licensing terms will be explicitly defined in the SOW.

* Where the Company’s proprietary tools, frameworks, or generic AI models are integrated into project-specific deliverables, the Client’s rights are limited to a non-exclusive license to use such integrated components solely as part of the delivered solution.

6.4. No Reverse Engineering: The Client shall not reverse engineer, decompile, or disassemble any AI Solutions or proprietary software provided by the Company.

7. Confidentiality

7.1. Obligation: Each Party agrees to keep confidential all Confidential Information of the other Party, not to disclose it to any third party, and not to use it for any purpose other than for the performance of these Terms.

7.2. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully obtained by the receiving Party from a third party without restriction on 1disclosure.

7.3. Compelled Disclosure: A Party may disclose Confidential Information if required by law or court order, provided it promptly notifies the disclosing Party (if legally permissible) to allow them to seek a protective order.

8. Warranties and Disclaimers

8.1. Company Warranties: The Company warrants that:

* It will perform the Services using reasonable care and skill, in a professional and workmanlike manner.

* AI Solutions will largely conform to the specifications outlined in the relevant Order Form/SOW.

* Physical Resources sold will be free from defects in material and workmanship for a period specified in the Order Form or manufacturer’s warranty.

8.2. Disclaimers:

* EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

* AI Solutions: The Client acknowledges that AI Solutions are probabilistic and may not always be 100% accurate or complete, particularly when dealing with complex or novel data. The Company does not warrant that the use of AI Solutions will lead to specific business outcomes or achieve specific financial targets.

* Human Resources: While the Company screens and selects personnel carefully, the ultimate performance and suitability of Human Resources for specific tasks are subject to the Client’s supervision and project specifics.

* Physical Resources (Used/As-Is): For any used or “as-is” Physical Resources, the Company disclaims all warranties, express or implied, unless explicitly stated otherwise in the Order Form.

9. Limitation of Liability

9.1. General Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2. Exclusion of Consequential Damages: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.

9.3. Specific Exclusions: The Company shall not be liable for any damages or losses resulting from:

* Misuse of Services or AI Solutions by the Client.

* Client’s failure to provide accurate or complete data.

* Force Majeure events (as defined in Section 13).

* Any third-party products, services, or data not provided by the Company.

* For Human Resources, any acts or omissions of the provided personnel once under the Client’s direct supervision, unless due to gross negligence or willful misconduct of the Company in selecting such personnel.

* For EPCM Services, project delays or cost overruns outside of the Company’s direct control or due to unforeseen site conditions.

10. Indemnification

10.1. Client Indemnity: The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

* The Client’s breach of these Terms.

* The Client’s use of the Services in a manner not authorized by these Terms or the applicable SOW.

* Any claims of infringement of third-party IPR arising from data, designs, or specifications provided by the Client.

* Any injury, death, or property damage caused by personnel or Physical Resources while under the Client’s supervision or control.

* Any failure by the Client to comply with applicable laws, regulations, or permits related to its operations or the project.

11. Term and Termination

11.1. Term: These Terms shall commence on the Effective Date and remain in effect until terminated as provided herein. Each Order Form/SOW will specify its own term.

11.2. Termination for Convenience: Either Party may terminate an Order Form/SOW for convenience upon 60 days prior written notice to the other Party. In such a case, the Client shall pay for all Services performed up to the termination date, plus any agreed-upon early termination fees.

11.3. Termination for Cause: Either Party may terminate these Terms or any Order Form/SOW immediately upon written notice if the other Party:

* Commits a material breach of these Terms or an Order Form/SOW and fails to cure such breach within 30 days of receiving written notice thereof.

* Becomes insolvent, files for bankruptcy, or ceases to do business.

11.4. Effect of Termination:

* Upon termination, the Client shall immediately cease using the Services (unless a perpetual license was granted for specific deliverables).

* All outstanding payments for Services rendered up to the termination date shall become immediately due and payable.

* Sections 2 (Definitions), 6 (Intellectual Property Rights – for existing rights), 7 (Confidentiality), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.4 (Effect of Termination), 12 (Governing Law and Dispute Resolution), and 14 (Miscellaneous) shall survive any termination of these Terms.

12. Governing Law and Dispute Resolution

12.1. Governing Law: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of [Your Country/State, e.g., Belgium or Flanders, Belgium], without regard to its conflict of laws principles.

12.2. Amicable Resolution: The Parties agree to first attempt to resolve any dispute, controversy, or claim arising out of or relating to these Terms through good-faith negotiation.

12.3. Arbitration (Optional, but recommended for B2B): If an amicable resolution is not reached within 30 days, any unresolved dispute shall be finally settled by binding arbitration administered by ICC International Court of Arbitration, CEPANI in accordance with its rules. The seat of arbitration shall be Brussels, Belgium. The language of the arbitration shall be English, French or Dutch.

12.4. Jurisdiction (if no arbitration): If Section 12.3 is omitted or deemed unenforceable, the Parties irrevocably submit to the exclusive jurisdiction of the courts located in Brussels, Belgium for any action or proceeding arising out of or relating to these Terms.

13. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under these Terms (except for payment obligations) if such failure or delay is caused by acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, pandemics, or other causes beyond the reasonable control of the affected Party. The affected Party shall provide prompt written notice of such event and use reasonable efforts to resume performance.

14. Miscellaneous

14.1. Entire Agreement: These Terms, together with any executed Order Forms/SOWs, constitute the entire agreement between the Parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

14.2. Amendments: No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by duly authorized representatives of both Parties.

14.3. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4. Assignment: Neither Party may assign or transfer any of its rights or obligations under these Terms without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of substantially all of its assets.

14.5. No Partnership: Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties.

14.6. Notices: All notices required or permitted under these Terms shall be in writing and delivered to the addresses specified in the Order Form/SOW or as otherwise updated by written notice.

14.7. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.

Solution-01

www.solution-01.com

solution-01@outlook.com