Consulting terms.

Last updated: 14 September 2026

1. Parties and definitions

These General Terms apply to all services provided by Ai-Mind BV, trading as Data Panda, with registered office at Poortakkerstraat 93, 9051 Ghent, Belgium, registered with the Crossroads Bank for Enterprises under number BE 1040.220.674 (“Data Panda”, “we”, “us”), to the client named in the Engagement Letter (“Client”, “you”).

• Engagement Letter means the offer, quote, statement of work, or order form signed or accepted by the Client, describing the services, deliverables, fees, and timing.
• Agreement means the Engagement Letter, these General Terms, and any annexes, including the Data Processing Agreement.
• Services means the consulting, data engineering, software development, integration, training, and support work described in the Engagement Letter.
• Deliverables means the reports, code, models, dashboards, configurations, documentation, and other materials that the Engagement Letter identifies as being delivered to the Client.
• Background IP means anything we owned or developed before the engagement, or independently of it, including our methods, templates, frameworks, libraries, connectors, and internal tooling.
• Client Data means data provided by the Client or generated in the Client’s systems, including personal data processed on the Client’s behalf.

2. Structure of the Agreement and order of precedence

The Agreement is entered into when the Client signs the Engagement Letter or confirms it in writing, including by email. Starting the Services at the Client’s request has the same effect.

Where documents conflict, the following order applies, highest first: the Data Processing Agreement, for anything concerning the processing of personal data; then the Engagement Letter; then these General Terms.

The version of these General Terms and of the Data Processing Agreement that applies to an engagement is the version supplied as an annex to the Engagement Letter before the Agreement is entered into and accepted by the Client when entering into it, including by email or by requesting that the Services start. Each version is identified by the date shown at the top of the document. We may change the versions published on our website, and those changes take effect for an existing engagement only by written agreement. Changes to sub-processors follow the procedure in section 5 of the Data Processing Agreement.

The Client’s own purchase terms, procurement conditions, or portal terms do not apply, unless we have accepted them in writing and specifically.

3. Scope, and how scope changes

We perform the Services described in the Engagement Letter. Anything not described there is out of scope.

Scope changes are normal on this kind of work. Either party may propose one. A change takes effect only once both parties have confirmed in writing what changes in scope, price, and timing. Until then, we continue on the agreed scope.

Where the Engagement Letter states an estimate in days or a range, that estimate is based on the assumptions recorded in it. If those assumptions turn out not to hold, we tell the Client promptly, explain the effect on effort and timing, and agree the way forward before continuing on the affected part.

4. How we work

We perform the Services with the care and skill that may reasonably be expected of a professional in our field. Unless the Engagement Letter says otherwise in explicit terms, our obligation is one of means and not of result.

We decide which people perform the Services and may replace them, provided the replacement has comparable competence. We may engage subcontractors and remain responsible for their work as if it were our own. Where a subcontractor processes personal data, section 10 and the Data Processing Agreement apply.

We are not the Client’s employer or employee and nothing in the Agreement creates a partnership, joint venture, or employment relationship.

5. What we need from the Client

The Services depend on the Client’s cooperation. The Client will:

• give timely access to the systems, environments, credentials, and data needed for the work, and to the people who can answer questions about them;
• appoint a contact person with authority to make decisions and to approve deliverables;
• provide accurate information, and tell us promptly when something material changes;
• hold the licences and subscriptions for third-party platforms used in the engagement, unless the Engagement Letter says we provide them;
• maintain its own backups and its own disaster recovery for its systems and data.

If the Client’s delay or non-cooperation holds up the work, agreed timelines shift accordingly and we may charge for standby time that we cannot reasonably redeploy, after telling the Client in advance.

6. Fees, invoicing, and payment

Fees are stated in the Engagement Letter. Unless it says otherwise:

• work is charged on a time and materials basis at the agreed daily rate, in half-day units;
• recurring fees, including platform and connector fees, are invoiced monthly in advance;
• project work is invoiced monthly in arrears for time spent;
• all amounts are exclusive of VAT and of any other applicable taxes;
• travel, accommodation, and third-party licences agreed in advance are charged at cost.

Invoices are payable within 30 days of the invoice date. Invoices must be disputed in writing within 14 days of receipt, stating the reason. Undisputed parts remain payable.

On late payment, interest accrues by operation of law and without notice at the rate set by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, together with the fixed compensation for recovery costs provided for in that Act. If payment remains outstanding 15 days after a written reminder, we may suspend the Services until the account is settled, and we are not liable for the consequences of that suspension.

We may adjust our rates once per calendar year, with at least 60 days’ notice in writing. Rates agreed for a fixed-scope project already under way are not affected. If the Client does not accept a rate adjustment for recurring services, it may terminate those services in writing with effect from the date the new rate would apply, provided it gives notice within 30 days of ours.

7. Term, suspension, and termination

The Agreement runs for the duration stated in the Engagement Letter. Recurring services, including platform, connector, monitoring, and support services, renew for successive periods of one month unless either party terminates them in writing with at least 60 days’ notice. Termination takes effect at the end of the monthly period in which the notice period expires, and the recurring fees remain payable until then.

Either party may terminate the Agreement with immediate effect, in writing, if the other party commits a material breach that is not remedied within 30 days of written notice, or that cannot be remedied; or becomes insolvent, files for judicial reorganisation, or is declared bankrupt, to the extent permitted by mandatory law.

Project work charged on a time and materials basis may be terminated for convenience by either party with 30 days’ notice in writing. This does not apply to recurring services, which follow the 60 day notice period above.

On termination for any reason, the Client pays for Services performed and expenses committed up to the effective date. Section 6 for amounts due, and sections 8, 9, 10, 13, 14, 18, and 19, survive termination.

8. Intellectual property

Deliverables. The Deliverables are works commissioned by the Client for use in its own business activity. On full payment of the fees relating to them, we transfer to the Client the economic rights in the Deliverables created specifically for the Client under the Engagement Letter, worldwide and for the full duration of those rights, for use, reproduction, adaptation, further development, and communication within its organisation and to its own customers for its own business activity. The fees stated in the Engagement Letter include the remuneration for that transfer. The parties intend this as an express transfer of commissioned works under article XI.167, §3 of the Belgian Code of Economic Law, the Client’s activity being in the non-cultural sector or in advertising. Where the Client’s activity is cultural and outside advertising, the Engagement Letter specifies, before the relevant work starts, the remuneration, scope and duration for each mode of exploitation transferred. Moral rights are not transferred. The transfer takes effect only on payment; until then the Client has a non-transferable licence to use the Deliverables for evaluation and internal testing.

Background IP. We keep all rights in our Background IP. Where a Deliverable incorporates Background IP, the Client receives a perpetual, worldwide, non-exclusive licence, transferable only together with an assignment of the Agreement permitted under section 16, to use, reproduce, adapt and further develop that Background IP as part of the Deliverable, and to make it available as part of the Deliverable within its organisation and to its own customers, to the extent needed for the use of the Deliverable permitted under this section. The Client does not acquire the right to resell, sublicense, or distribute the Background IP as a standalone product.

Know-how. Nothing prevents us from reusing the general knowledge, skills, experience, and techniques gained during the engagement, provided we do not use or disclose the Client’s confidential information or Client Data.

Third-party and open-source components. Deliverables may include third-party or open-source components, which are licensed under their own terms. Where those terms impose obligations on the Client, we identify the components and the licences in the documentation.

Client Data. Client Data remains the Client’s property. We acquire no rights in it beyond what is needed to perform the Services.

Reference use. We may name the Client and describe the engagement in general terms in our commercial material, only with the Client’s prior written consent.

9. Confidentiality

Each party keeps confidential the information it receives from the other that is marked confidential or that a reasonable person would understand to be confidential, uses it only for the purposes of the Agreement, and discloses it only to those of its people, subcontractors, and advisers who need it and who are bound by equivalent obligations.

We use AI tools to help produce the Services, and the providers we use are listed in Annex 3 of our data processing agreement. Where the Client’s confidential information goes into such a tool, we use business or enterprise plans only, we keep model training on that information switched off, and the provider is bound by its own confidentiality and data protection obligations. Disclosure on those terms is permitted under this section. We do not put the Client’s confidential information into any other AI tool.

This does not apply to information that is or becomes public without breach, that the receiving party already held without a duty of confidence, that it develops independently, or that it must disclose by law or by order of a competent authority, in which case it informs the other party in advance where it is lawfully able to.

These obligations continue for five years after the end of the Agreement, and for as long as the law protects it in the case of trade secrets.

10. Data protection

Where we process personal data on the Client’s behalf in performing the Services, we do so as a processor and the Client acts as controller. That processing is governed by the Data Processing Agreement annexed to the Engagement Letter, which forms an integral part of the Agreement.

Where we process personal data as a controller, for example the business contact details of the Client’s staff for the purpose of managing the relationship, our privacy policy applies.

11. Third-party platforms and services

Engagements frequently depend on third-party platforms, for example Microsoft, Peliqan, and the source and target systems in an integration. Those platforms are governed by their own terms between the provider and the account holder.

We are not liable for the availability, performance, pricing, security, or continuity of a third-party platform, nor for changes a provider makes to its API, its data model, its permission model, or its terms. Where such a change requires rework, we tell the Client, and the rework is handled as a scope change under section 3.

Where we procure a third-party subscription in our own name for the Client’s benefit, we pass through the provider’s terms and our liability towards the Client is limited to what we can recover from that provider.

12. Acceptance, defects, and support

Unless the Engagement Letter provides an acceptance procedure, Deliverables are deemed accepted 15 working days after delivery, unless the Client reports a defect in writing before then.

For 30 days after delivery, we correct at no charge any defect in a Deliverable that means it does not materially conform to the specification agreed in writing. This does not cover changes to the specification or new requirements; faults caused by modifications made by the Client or a third party; faults caused by the Client’s environment, data quality, or a third-party platform; or normal maintenance, monitoring, and operational support, which are covered by a separate support arrangement if one is agreed.

Correction of the defect, or a credit for the affected part where correction is not reasonably possible, is the Client’s sole remedy for non-conformity.

Response and resolution. Within the agreed Services and any support arrangement, we address reported issues on business days with reasonable care and prioritise them according to business impact. Continuous work on an incident or support outside business days is provided only where expressly agreed. This does not limit mandatory data breach obligations under the Data Processing Agreement.

That commitment is a best efforts obligation. Unless the Engagement Letter or a separate support agreement sets out service levels in explicit terms, we do not commit to a fixed response time, a fixed resolution time, an availability percentage, or service credits. Where an issue originates in a third-party platform, our obligation is to diagnose it, report it to the provider, and keep the Client informed, and the provider’s own response times then apply.

If the Client needs guaranteed service levels, we agree them separately as a support arrangement with its own scope and fee.

13. Liability

Neither party excludes or limits liability for fraud, for wilful misconduct, for death or personal injury, or for any other liability that cannot be limited under Belgian law.

Subject to that, and to the fullest extent permitted by law:

• neither party is liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, loss or corruption of data insofar as the Client could have restored it from the backups it maintains under section 5, or business interruption;
• our total aggregate liability under or in connection with the Agreement, whether in contract, tort, or otherwise, is limited to the higher of the fees paid by the Client under the Engagement Letter in the twelve months preceding the event giving rise to the claim, and EUR 50,000, and is in any event limited to EUR 250,000;
• any claim must be brought within twelve months of the day the Client became aware, or should reasonably have become aware, of the facts giving rise to it.

The limitation in the second bullet does not apply to the Client’s obligation to pay fees. For a breach of section 9, the limit is twice the amount that would otherwise apply.

We carry professional liability insurance with a cover limit of EUR 250,000. A certificate of insurance is available on request.

14. Non-solicitation

During the Agreement and for twelve months after it ends, neither party will directly solicit for employment or engagement any employee or self-employed team member of the other party who was materially involved in the engagement, without the other party’s written consent. General public recruitment advertising not targeted at those individuals is not a breach.

15. Force majeure

Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, government measures, epidemics, strikes not involving its own workforce, failure of public utilities or telecommunications networks, and large-scale failures of third-party cloud platforms. The affected party informs the other promptly. If the event lasts more than 60 days, either party may terminate the affected part of the Agreement in writing, without compensation.

16. Assignment and subcontracting

Neither party may assign the Agreement without the other’s written consent, which is not unreasonably withheld, except that either party may assign it to an affiliate or to a successor in a merger or an acquisition of substantially all of its business, with notice to the other. Subcontracting is governed by section 4.

17. Notices

Notices under the Agreement are given in writing to the contact addresses stated in the Engagement Letter. Email is sufficient, including for termination or notice of material breach, unless mandatory law requires another form.

18. General

If a provision is invalid or unenforceable, it is replaced by a valid provision that comes closest to its intended effect, and the rest of the Agreement stands. A failure to enforce a right is not a waiver of it. The Agreement is the entire agreement between the parties on its subject matter and replaces any earlier proposal or understanding. Amendments require written agreement by both parties; email is sufficient.

19. Governing law and jurisdiction

The Agreement is governed by Belgian law, excluding its conflict of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Disputes that cannot be resolved amicably fall within the exclusive jurisdiction of the courts of Ghent, Belgium.