Terms of Service

1. Acceptance of Terms

By accessing and using the Agent IQ website (agentiq.be) and/or engaging our services, you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a business entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, please do not use our Website or services. These Terms constitute a legally binding agreement between you and Agent IQ ("we", "us", "our"), governed by Belgian law.

2. Definitions

• "Services" refers to all services offered by Agent IQ, including but not limited to AI Receptionist, AI Chatbot, Custom Automations, Website Design & Development, Website Modernization, and AI Consulting & Strategy.
• "Deliverables" refers to all work product, outputs, systems, code, designs, documentation, and configurations created in the course of providing Services.
• "AI Systems" refers to any artificial intelligence, machine learning, or automated decision-making systems developed, configured, or deployed by Agent IQ as part of the Services.
• "Client Data" refers to all data, content, and materials provided by the Client to Agent IQ for the purpose of delivering Services.
• "Proposal" refers to a written service proposal, statement of work (SOW), or quotation provided by Agent IQ outlining scope, deliverables, timeline, and pricing for a specific project.

3. Service Scope

3.1 Services Offered

Agent IQ provides the following categories of services:

1. AI Receptionist: Design, development, deployment, and maintenance of AI-powered voice agents for handling incoming phone calls, appointment booking, FAQ handling, and call routing.
2. AI Chatbot: Design, development, training, deployment, and maintenance of AI-powered website chatbots for customer support, lead generation, and user engagement.
3. Custom Automations: Design and implementation of workflow automations connecting business tools, CRMs, and platforms using tools such as n8n, Zapier, and Make.
4. Website Design & Development: Custom website design, front-end and back-end development, responsive design, SEO optimization, and deployment.
5. Website Modernization: Audit, redesign, and redevelopment of existing websites to modern standards including performance, mobile responsiveness, and accessibility.
6. AI Consulting & Strategy: Business audits, AI opportunity assessment, roadmap creation, tool evaluation, and strategic advisory services.

3.2 Service Limitations

Unless expressly stated in a Proposal:

• Services are limited to the scope defined in the accepted Proposal.
• Additional features, major changes, or scope expansions require a separate agreement or Proposal amendment.
• Maintenance and support after project delivery require a separate maintenance agreement.
• Hosting, domain registration, and third-party service subscriptions are the Client's responsibility unless otherwise agreed.

4. AI-Specific Terms & Disclaimers

4.1 No Guaranteed Outcomes

While we strive for excellence, AI systems are inherently probabilistic by nature. We do not guarantee specific outcomes, accuracy levels, or business results from any AI system we deploy. Performance metrics shared in case studies and marketing materials are based on past results and may not be representative of future performance.

4.2 AI System Limitations

You acknowledge and agree that:

• AI systems may occasionally produce incorrect, incomplete, or unexpected responses.
• AI systems require ongoing monitoring, fine-tuning, and human oversight.
• AI systems depend on the quality and completeness of training data provided.
• Performance may vary based on language, accent, context, and subject complexity.
• AI systems are not a substitute for professional advice (legal, medical, financial, etc.).

4.3 EU AI Act Compliance

Agent IQ is committed to compliance with the EU AI Act (Regulation (EU) 2024/1689). We will:

• Ensure transparency by clearly disclosing when users are interacting with an AI system.
• Implement appropriate risk management measures proportional to the risk level of the AI system.
• Maintain human oversight capabilities in all AI systems we deploy.
• Provide documentation about the AI system's capabilities, limitations, and intended use.
• Cooperate with regulatory authorities as required.

4.4 Client Responsibilities for AI Systems

The Client is responsible for:

• Providing accurate and complete training data and business information.
• Reviewing and approving AI system behavior before deployment.
• Monitoring AI system performance in production.
• Informing their own customers and users that they may be interacting with an AI system.
• Ensuring compliance with applicable laws and regulations in their use of the AI system.
• Notifying Agent IQ promptly of any AI system malfunctions or unexpected behavior.

5. Pricing, Payment & Invoicing

5.1 Pricing

All prices are quoted in Euros (EUR) and stated exclusive of VAT, unless otherwise specified. Belgian VAT (21%) will be applied where required by law. Pricing is valid for 30 days from the date of the Proposal, unless otherwise stated.

5.2 Payment Terms

• A deposit of 30-50% of the project total (as specified in the Proposal) is required before work begins.
• Invoices are due within 14 calendar days of issuance, unless otherwise agreed in writing.
• Late payments incur interest at a rate of 10% per annum (or the rate permitted under Belgian law, whichever applies), plus a fixed compensation of €40 for recovery costs, in accordance with the Belgian Law on Combating Late Payment in Commercial Transactions (2002).

5.3 Additional Costs

The following costs are not included in our fees unless explicitly stated:

• Third-party software subscriptions (e.g., CRM fees, API costs, hosting)
• Stock photography, licensed fonts, or premium design assets
• Domain registration and renewal
• Content creation (copywriting, photography, video)
• Legal review of AI systems or policies

6. Intellectual Property

6.1 Client Ownership

Upon full payment, the Client receives ownership of custom Deliverables specifically created for the Client's project, including custom designs, custom code, and project-specific configurations.

6.2 Agent IQ Retained Rights

Agent IQ retains all rights to:

• Pre-existing tools, frameworks, libraries, and code that existed before the project ("Background IP").
• General methodologies, processes, and know-how developed or refined during the project.
• Reusable components, templates, and code patterns that are not unique to the Client's project.
• AI model architectures and training methodologies (distinct from Client-specific training data).

6.3 Portfolio Rights

Unless otherwise agreed in writing, Agent IQ reserves the right to showcase the project (in anonymized or general terms) in portfolios, case studies, and marketing materials. The Client may opt out of this by notifying us in writing.

6.4 Open Source

Deliverables may incorporate open-source software components. Agent IQ will inform the Client of any significant open-source dependencies and ensure compliance with applicable open-source licenses.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information exchanged during the engagement, including but not limited to:

• Business strategies, financial data, and client lists
• Technical specifications, system architectures, and access credentials
• AI training data, model configurations, and performance data
• Pricing, proposals, and contract terms

Confidentiality obligations survive termination of the agreement for a period of 3 years. This does not apply to information that becomes publicly available through no fault of the receiving party.

8. Data Protection & GDPR

8.1 Privacy Policy

All personal data processing is governed by our Privacy Policy, which forms an integral part of these Terms.

8.2 Data Processing Agreement (DPA)

Where Agent IQ processes personal data on behalf of the Client (as a data processor under GDPR), a separate Data Processing Agreement will be executed. This DPA will comply with GDPR Art. 28 and include:

• Subject matter, duration, and purpose of processing
• Types of personal data and categories of data subjects
• Obligations of both the processor and the controller
• Sub-processor management and notification procedures
• Data breach notification commitments
• Audit rights

8.3 Client Obligations

The Client warrants that:

• All Client Data provided to Agent IQ has been collected lawfully and in compliance with GDPR.
• The Client has obtained all necessary consents for data processing as required.
• The Client will not provide sensitive personal data (special category data under GDPR Art. 9) without prior agreement and appropriate safeguards.

9. Liability

9.1 Limitation of Liability

To the maximum extent permitted by Belgian law:

• Agent IQ's total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by the Client under the relevant Proposal in the 12 months preceding the event giving rise to the claim.
• Agent IQ shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or reputational damage.
• Agent IQ shall not be liable for damages arising from the Client's misuse of AI systems, failure to follow instructions, or failure to maintain adequate human oversight of AI systems.

9.2 Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by Belgian law
• Intentional misconduct (opzettelijk fout / faute intentionnelle)

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless Agent IQ, its directors, employees, and contractors against any claims, damages, costs, and expenses (including reasonable legal fees) arising from:

• The Client's use of Deliverables or AI Systems in violation of these Terms
• The Client's violation of applicable laws or regulations
• Third-party intellectual property claims arising from Client-provided materials or data
• The Client's failure to adequately inform their users of AI system interactions
• The Client's failure to maintain appropriate human oversight of deployed AI systems

11. Termination

11.1 Termination by Agreement

Either party may terminate the engagement by mutual written agreement at any time.

11.2 Termination for Convenience

Either party may terminate with 30 days written notice. In such case, the Client shall pay for all work completed and costs incurred up to the termination date.

11.3 Termination for Cause

Either party may terminate immediately upon written notice if:

• The other party commits a material breach that remains uncured for 14 days after written notice
• The other party becomes insolvent, enters bankruptcy, or undergoes dissolution
• A party is required to do so by law or regulatory authority

11.4 Effects of Termination

Upon termination:

• Agent IQ will deliver all completed Deliverables to the Client
• The Client shall pay all outstanding invoices within 14 days
• Each party shall return or destroy the other party's confidential information
• Sections on confidentiality, liability, indemnification, and governing law survive termination

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to:

• Natural disasters, pandemics, or public health emergencies
• War, terrorism, civil unrest, or government sanctions
• Cyber attacks, internet outages, or critical infrastructure failures
• Third-party service outages (e.g., cloud provider failures, API downtime)
• Changes in applicable law or regulation that materially affect performance

The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the agreement.

13. Governing Law & Dispute Resolution

13.1 Governing Law

These Terms are governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

13.2 Dispute Resolution

In the event of a dispute arising from or related to these Terms:

1. Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 days of written notice.
2. Mediation: If negotiation fails, the parties may agree to submit the dispute to mediation under the rules of the Belgian Centre for Arbitration and Mediation (CEPANI).
3. Jurisdiction: If the dispute cannot be resolved through negotiation or mediation, it shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.

13.3 Consumer Rights

Nothing in these Terms affects the mandatory consumer protection rights provided by Belgian Consumer Protection Law (Book VI of the Code of Economic Law) or EU Directive 2011/83/EU, if applicable to the Client.

14. Website Use

14.1 Acceptable Use

By using our Website, you agree not to:

• Use the Website for any unlawful purpose
• Attempt to gain unauthorized access to any part of the Website or its systems
• Transmit any malicious code, viruses, or harmful software
• Scrape, copy, or reproduce Website content without written permission
• Interfere with the Website's performance or availability

14.2 Website Availability

We strive to maintain Website availability but do not guarantee uninterrupted access. We reserve the right to suspend or modify the Website at any time without notice for maintenance, updates, or other operational reasons.

15. Third-Party Links & Services

Our Website may contain links to third-party websites or services (e.g., Cal.com for scheduling). These links are provided for convenience only. Agent IQ does not endorse, control, or assume responsibility for the content, privacy policies, or practices of any third-party websites or services.

16. Amendments

We reserve the right to update or modify these Terms at any time. Changes become effective upon posting to the Website. If we make material changes, we will make reasonable efforts to notify affected Clients. Continued use of our Website or Services after changes constitutes acceptance of the updated Terms.

For active service engagements, material changes to these Terms will be communicated via email at least 30 days before they take effect. You may object to the changes within that period.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely achieves the original intent.

18. Entire Agreement

These Terms, together with the applicable Proposal, any Data Processing Agreement, and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter herein. They supersede all prior agreements, representations, and understandings, whether written or oral.

19. Contact

For questions about these Terms of Service, please contact us: