General Terms and Conditions

1. Scope and B2B Application

These General Terms and Conditions ("Terms" or "Algemene Voorwaarden") govern all commercial relationships between the Service Provider (as identified in Article 2) and the Client (as defined in Article 3). They apply to every quotation, order, invoice, and use of the Service, to the exclusion of any general or specific conditions of the Client, unless expressly agreed in writing.

Since this Service is exclusively offered to professionals (B2B), the following provisions of Belgian law do not apply:

• Book VI, Title 3 of the Belgian Code of Economic Law (Wetboek van economisch recht, hereafter "WER") concerning consumer protection and the 14-day right of withdrawal for distance contracts.
• Book XIV WER concerning extrajudicial settlement of consumer disputes.
• The European Commission Online Dispute Resolution (ODR) platform (Regulation (EU) 524/2013) is not applicable as this is not a consumer service.

These Terms do comply with Book VI, Title 3/1 WER (Articles VI.91/1–VI.91/10), which governs unfair terms in business-to-business (B2B) agreements, as introduced by the Belgian Act of 4 April 2019. The Client acknowledges having read and understood these Terms before placing any order or using the Service.

In the event of conflict between these Terms and any separate written agreement executed by both parties, the separate written agreement shall prevail.

2. Service Provider Identity

3. Definitions

• "Service Provider" means Yves Van Damme, operating under the commercial name "Data Enricher".
• "Client" means any legal entity, sole trader, or natural person acting in a professional capacity who uses the Service.
• "Service" means the Data Enricher web application, API endpoints, and all related tools and features provided as a software-as-a-service (SaaS) solution.
• "User Content" means any product data, images, text, or other materials the Client uploads to or creates through the Service.
• "AI-Generated Content" means any text, descriptions, translations, images, or videos generated by the Service using artificial intelligence models.
• "Credits" means the prepaid units of account used to pay for AI enrichment operations within the Service.
• "Tenant" means a registered account, including all users and data associated with that account.
• "WER" means the Belgian Code of Economic Law (Wetboek van economisch recht / Code de droit économique).
• "Working Days" means Monday through Friday, excluding Belgian public holidays.

4. Formation of Contract

The contract between the Service Provider and the Client is formed at the moment the Client:

• Creates an account on the Service platform; or
• Purchases Credits through the Service; or
• Accepts a written quotation issued by the Service Provider.

By completing any of these actions, the Client expressly acknowledges having read, understood, and accepted these Terms in their entirety. These Terms are made available on the Service website at all times prior to and during the contractual relationship, in compliance with Article VI.91/2 WER.

Quotations issued by the Service Provider are valid for 30 calendar days from their date of issue, unless stated otherwise. Quotations are non-binding until expressly accepted in writing by both parties.

5. Service Description

Data Enricher is an AI-powered SaaS platform that helps e-commerce businesses enrich their product data. The Service includes, but is not limited to:

• AI Product Enrichment — Automated generation of product titles, descriptions, bullet points, keywords, and SEO metadata using artificial intelligence.
• AI Vision Analysis — Image recognition and analysis to extract product attributes from photographs.
• Multi-Language Translation — AI-powered translation of enriched product content into up to 8 European languages.
• AI Video Generation — Creation of product marketing videos using generative AI models.
• AI Image Generation — Creation of product lifestyle and marketing images using generative AI models.
• Marketplace Exports — Formatted exports for Amazon, Shopify, WooCommerce, Etsy, eBay, PrestaShop, and other platforms.
• Product Import — CSV, Excel, and URL-based product data import with automatic field mapping.
• Brand Voice Customization — AI persona configuration to match the Client's brand tone across all generated content.

The Service Provider reserves the right to modify, improve, or discontinue specific features of the Service, provided that such changes do not substantially reduce the overall functionality of the Service that the Client has contracted for. Material changes will be communicated at least 30 days in advance via email or in-app notification. This clause does not constitute a unilateral modification right without valid reason within the meaning of Article VI.91/5, 1° WER, as changes are limited to non-essential features and always communicated with reasonable notice.

6. Account Obligations

The Client must be at least 18 years of age and must act in a professional capacity. By creating an account, the Client represents and warrants that they have the legal capacity and authority to bind themselves or their organization to these Terms.

The Client is responsible for:

• Maintaining the confidentiality and security of login credentials.
• All activities that occur under the Client's account, regardless of whether authorized.
• Notifying the Service Provider immediately of any unauthorized access or security breach.
• Ensuring that all registration information is accurate, current, and complete.
• Providing a valid VAT identification number if claiming intra-EU reverse charge treatment.

Each account is for a single organization. The Client may not share account credentials with third parties or allow multiple organizations to operate under a single account without prior written consent.

The Service Provider reserves the right to suspend or terminate accounts that contain false or misleading information, or that are used in violation of these Terms, in accordance with Article 17.

7. Acceptable Use

The Client agrees not to use the Service to:

• Upload, process, or distribute any content that is illegal, fraudulent, defamatory, obscene, or otherwise objectionable under Belgian or EU law.
• Scrape, copy, or systematically download copyrighted product data, images, or descriptions belonging to competitors or third parties without their authorization.
• Generate misleading, deceptive, or false product information intended to deceive end-consumers or marketplace operators.
• Circumvent, disable, or interfere with any security or access-control features of the Service.
• Use the Service for any purpose unrelated to product data enrichment for e-commerce.
• Attempt to reverse-engineer, decompile, or extract the source code of the Service or its underlying AI models, except to the extent permitted under Article XI.322 WER (decompilation exception).
• Resell, sublicense, or redistribute access to the Service without prior written consent.
• Overload or abuse the Service infrastructure through automated scripts, bots, or excessive API calls beyond the Client's account limits.

Violation of these acceptable use terms constitutes a material breach allowing immediate suspension or termination in accordance with Article 17.

8. Pricing, Credits and Payment

8.1 Currency and Pricing

All prices are quoted in Euros (EUR) and are exclusive of VAT unless stated otherwise. The applicable prices are those displayed on the Service website at the time of purchase. Price changes will be communicated at least 30 days in advance and will apply to new purchases only; Credits already purchased remain at the original price.

8.2 Belgian VAT

As a Belgian-established business, the Service Provider charges Belgian VAT at 21% on all supplies of digital services to Belgian businesses and EU consumers, in accordance with Articles 18 and 21 of the Belgian VAT Code (Wetboek van de belasting over de toegevoegde waarde).

8.3 EU Reverse Charge

For B2B transactions with EU-VAT-registered Clients outside Belgium, the reverse charge mechanism applies pursuant to Article 196 of the EU VAT Directive (2006/112/EC). The Client will not be charged Belgian VAT, provided a valid EU VAT identification number is supplied and verified through the VIES system. The Client is responsible for self-assessing VAT in their member state.

8.4 Credit System and Non-Refundable Policy

Credits are prepaid units that the Client purchases to use AI enrichment operations. The following rules apply:

• All Credit purchases are final and strictly non-refundable, regardless of whether the Credits are consumed, partially consumed, or unused. No partial refunds, pro-rata refunds, or credit-to-cash conversions are available.
• Credits are non-transferable between accounts.
• Credits remain valid for 12 months from the date of purchase. The Service Provider will send a reminder email at least 30 days before expiry. Unused Credits expire automatically after this 12-month period.
• Credits consumed during failed operations caused by Service-side errors (not Client errors or third-party AI provider limitations) will be re-credited to the Client's account balance. Re-credited Credits are not cash-refundable.
• The Client accepts this non-refundable policy as a fundamental term of the commercial agreement. The pricing model reflects the prepaid, non-refundable nature of Credits.

8.5 Payment Terms

Payments are processed via the payment provider (currently Stripe). Invoices for Credit purchases are payable immediately upon purchase. For custom enterprise agreements, invoices are payable within 30 calendar days from the invoice date, in compliance with the maximum payment term provisions of Article 4 of Directive 2011/7/EU (Late Payment Directive) as transposed into Belgian law.

8.6 Late Payment

In the event of late payment, and without prior notice of default being required (zonder ingebrekestelling):

• Late payment interest shall accrue automatically at the rate provided by the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, currently equal to the ECB reference rate plus 8 percentage points (Article 5 of the Act), calculated on a daily basis from the due date until full payment.
• A fixed compensation for recovery costs of €40.00 is due automatically per unpaid invoice, pursuant to Article 6 of the above Act and Article 6 of Directive 2011/7/EU. If actual recovery costs exceed this amount, the Service Provider may claim reasonable compensation for the excess.
• The Service Provider reserves the right to suspend the Client's access to the Service after 15 Working Days of non-payment, after sending a written reminder. Access will be restored promptly upon receipt of full payment.

8.7 Invoicing

An electronic invoice (e-factuur) will be issued for each payment and made available in the Client's account dashboard. Invoices comply with Belgian invoicing requirements (Article 53 of the Belgian VAT Code). The Client consents to receiving invoices in electronic format, in accordance with Article 53, §2 of the Belgian VAT Code and the European standard for electronic invoicing (EN 16931).

9. Intellectual Property

9.1 Client's Product Data

The Client retains full ownership of all product data, images, and other materials uploaded to the Service ("User Content"). The Service Provider does not claim any ownership rights over User Content. By uploading content, the Client grants the Service Provider a limited, non-exclusive, revocable license to process, store, and transform the content solely for the purpose of providing the Service.

9.2 AI-Generated Content

AI-Generated Content created through the Service — including enriched product descriptions, translations, generated images, and generated videos — is licensed to the Client for unrestricted commercial use. The Client may use, modify, publish, and distribute AI-Generated Content for its business purposes without restriction. The Service Provider does not retain any proprietary rights over AI-Generated Content created for the Client's account.

The Client acknowledges that AI-Generated Content may not be eligible for copyright protection under current Belgian and EU law, as copyright requires human authorship (Article XI.170 WER). The legal status of AI-generated works is evolving and the Client assumes responsibility for assessing copyright eligibility of such content.

9.3 Service and Platform IP

All intellectual property rights in the Service itself — including the software, design, algorithms, databases, documentation, and branding — remain the exclusive property of the Service Provider, protected under Book XI WER (Copyright and Neighbouring Rights) and Book XI, Title 5 WER (Database Rights). These Terms do not grant the Client any rights to the Service Provider's trademarks, service marks, or trade dress. Any unauthorized reproduction or distribution constitutes infringement under Articles XI.293–XI.299 WER.

10. AI-Generated Content Disclaimer

The Service Provider does not guarantee that AI-Generated Content will be:

• Factually accurate, complete, or up to date.
• Free from grammatical errors or culturally inappropriate phrasing, particularly in translated content.
• Compliant with marketplace-specific listing requirements (Amazon, eBay, etc.).
• Free from intellectual property issues, including unintentional similarities to existing copyrighted text or trademarks.
• Suitable for any particular purpose without human review and editing.
• Compliant with the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) transparency obligations. Where applicable, the Client is responsible for ensuring that AI-generated content used in customer-facing applications is appropriately disclosed.

Quality scoring and auditing tools are provided on a best-effort basis and do not substitute for the Client's own review process. The Client assumes full responsibility for any AI-Generated Content it publishes.

11. Data Processing

Personal data is processed in accordance with the Service Provider's Privacy Policy and in compliance with the General Data Protection Regulation (EU) 2016/679 ("GDPR").

The Client acknowledges that:

• Product data uploaded by the Client may be sent to third-party AI providers (including Google Gemini, OpenAI, Replicate, and others) for processing. These providers act as sub-processors under applicable data protection agreements.
• The Client's product data is stored in a multi-tenant database with row-level security isolation. Technical measures are implemented to prevent unauthorized cross-tenant data access.
• The Client is responsible for ensuring that any personal data contained within its product data is processed in accordance with the Client's own GDPR obligations.
• Data is retained for the duration of the account. Upon termination, data will be removed within 30 days, subject to legal retention obligations (see Article 17).

Where the Client processes personal data of EU residents through the Service, the Client acts as data controller and the Service Provider acts as data processor within the meaning of Article 28 GDPR. A Data Processing Agreement (DPA) is available upon request.

12. Service Availability

The Service Provider endeavours to maintain the Service available 24/7 but operates on a best-effort basis. As a sole trader operation, no guaranteed Service Level Agreement (SLA) with specific uptime commitments is provided unless separately agreed in writing.

The Client acknowledges that:

• The Service may experience planned or unplanned downtime for maintenance, updates, or technical issues.
• Third-party AI providers may experience outages or rate limiting that affect the Service's functionality.
• The Service Provider will make reasonable efforts to notify Clients in advance of planned maintenance, but cannot always do so for emergency fixes.

Credits consumed during failed operations caused by Service-side errors will be re-credited to the Client's account balance (see Article 8.4).

13. Warranty Disclaimer

The Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, to the maximum extent permitted by Belgian law. Specifically, the Service Provider disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

The Service Provider does not warrant that:

• The Service will meet the Client's specific requirements or expectations.
• The Service will operate uninterrupted, error-free, or securely at all times.
• AI-generated output will achieve any particular quality standard or commercial result.
• Marketplace export formats will remain compliant with third-party platform requirements, as those platforms may change their specifications without notice.

This disclaimer does not exclude or limit any warranty that cannot be lawfully excluded under Belgian law, including liability for fraud or intentional misconduct (bedrog / dol) pursuant to Article VI.91/4, 5° WER.

14. Limitation of Liability

To the maximum extent permitted by Belgian law and in compliance with Article VI.91/4 and VI.91/5 WER:

• The Service Provider's total aggregate liability for any and all claims arising from or related to the Service shall not exceed the total fees actually paid by the Client in the 12 months preceding the event giving rise to the claim.
• The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: lost profits, lost revenue, lost sales, loss of data, loss of business opportunity, or reputational damage.
• The Service Provider shall not be liable for damages arising from AI-Generated Content that the Client publishes without adequate review.
• The Service Provider shall not be liable for failures, delays, or quality issues caused by third-party AI providers (Google, OpenAI, Replicate, etc.).

Mandatory exceptions — In accordance with Article VI.91/4, 5° and Article VI.91/5, 5° WER, nothing in these Terms excludes or limits the Service Provider's liability for:

• Death or personal injury caused by the Service Provider's negligence.
• Fraud or intentional misconduct (bedrog / dol or opzettelijke fout / faute intentionnelle).
• Gross negligence (grove fout / faute lourde) of the Service Provider.
• Any liability that cannot be excluded under mandatory Belgian law.

15. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Service Provider from and against any third-party claims, damages, losses, liabilities, and reasonable expenses (including legal fees) arising from:

• The Client's use of the Service in violation of these Terms or applicable law.
• The Client's publication or distribution of AI-Generated Content without adequate review.
• The Client's violation of any applicable Belgian, EU, or international law or regulation.
• Any third-party claim that the Client's User Content infringes intellectual property rights.
• The Client's failure to comply with its own GDPR obligations as data controller.

This indemnification obligation is proportionate to the Client's contribution to the damage and does not constitute an irrevocable waiver of the Client's right to bring claims against the Service Provider, in compliance with Article VI.91/4, 3° WER.

16. Force Majeure

Neither party shall be liable for failure or delay in performance resulting from circumstances beyond its reasonable control (overmacht / force majeure), in accordance with Article 5.226 of the Belgian Civil Code. Such circumstances include but are not limited to:

• Natural disasters, epidemics, or pandemics.
• Acts of war, terrorism, civil unrest, or armed conflict.
• Government actions, sanctions, embargoes, or regulatory changes.
• Internet infrastructure failures, cyberattacks, or widespread DNS outages.
• Failures or discontinuation of third-party AI providers (Google, OpenAI, etc.).
• Power outages, fire, flood, or other infrastructure failures at data centres.
• Strikes, lockouts, or labour disputes (except involving the Service Provider's own employees, if any).

The affected party shall notify the other party promptly (and in any event within 10 Working Days) of the force majeure event and its expected duration. If the force majeure event continues for more than 90 consecutive calendar days, either party may terminate the agreement by written notice without liability, except for payment obligations already accrued.

17. Duration and Termination

17.1 Duration

The agreement is entered into for an indefinite period, commencing upon account creation. It continues until terminated by either party in accordance with this Article.

17.2 Termination by the Client

The Client may terminate the agreement at any time by providing 30 days written notice via email to hello@dataenricher.be. During the notice period, the Client may request an export of its product data. Unused Credits are non-refundable upon termination (see Article 8.4).

17.3 Termination by the Service Provider

The Service Provider may terminate the agreement:

• With 30 days written notice for any reason, provided the Client is given opportunity to export its data during the notice period.
• Immediately and without notice in the event of:
  • Material breach of these Terms by the Client (including acceptable use violations).
  • Fraudulent, abusive, or illegal activity by the Client.
  • Non-payment of outstanding invoices for more than 30 calendar days after the due date and after a written reminder has been sent.
  • Use of the Service in a way that threatens the security or integrity of the platform or other Clients' data.

Immediate termination for material breach is justified and proportionate in the above circumstances. This is not a potestative termination clause within the meaning of Article VI.91/4, 1° WER, as it is linked to objective, verifiable breach conditions.

17.4 Effect of Termination

Upon termination of the agreement:

• The Client's access to the Service ceases at the end of the notice period (or immediately in case of termination for breach).
• The Service Provider will retain the Client's data for 30 calendar days after the effective termination date to allow data export, after which it will be permanently and irreversibly deleted.
• The Client may request a complete data export in machine-readable format (CSV/Excel) during this 30-day window.
• All outstanding payment obligations survive termination and remain due.
• Unused Credits are forfeited upon termination and are not refundable.
• Articles 8.4 (Non-Refundable Credits), 9 (Intellectual Property), 10 (AI Disclaimer), 13 (Warranty), 14 (Liability), 15 (Indemnification), 19 (Severability), 22 (Governing Law), and this Article 17.4 survive termination.

18. Modifications to Terms

The Service Provider reserves the right to modify these Terms. The right to modify is not unlimited and shall only be exercised for valid, objectively justifiable reasons (e.g., legal changes, new features, changed market conditions), in compliance with Article VI.91/5, 1° WER. When material changes are made, the Service Provider will:

• Provide at least 30 calendar days advance notice via the email address associated with the Client's account.
• Update the "Last updated" date at the top of this page.
• Display a prominent notice within the Service upon the Client's next login.
• Clearly summarise the nature and impact of the changes in the notification.

If the Client does not agree to the modified Terms, the Client may terminate the agreement before the effective date of the changes, without penalty and without losing unused Credits during the notice period. The Client's continued use of the Service after the effective date constitutes acceptance of the modified Terms.

19. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, including under the B2B unfair terms assessment of Article VI.91/3 WER, that provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect. The parties undertake to replace the invalid provision with a valid provision that achieves, as closely as possible, the economic and legal intent of the original provision.

20. Assignment and Transfer

The Client may not assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of the Service Provider. The Service Provider may assign its rights and obligations under these Terms in the event of a business transfer, merger, or acquisition, provided the assignee assumes all obligations under these Terms. The Client will be notified at least 30 days in advance of any such assignment.

21. Entire Agreement

These Terms, together with the Privacy Policy and any separately signed agreements, constitute the entire agreement between the Service Provider and the Client with respect to the Service. They supersede all prior or contemporaneous oral or written communications, proposals, representations, and warranties relating to the subject matter hereof.

No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party. A failure or delay in exercising any right under these Terms does not constitute a waiver of that right.

22. Governing Law and Jurisdiction

These Terms are governed by and construed exclusively in accordance with Belgian law, in particular the Belgian Code of Economic Law (Wetboek van economisch recht) and the Belgian Civil Code (Burgerlijk Wetboek).

Any dispute arising from or in connection with these Terms or the Service shall be submitted to the exclusive jurisdiction of the courts of the judicial district in which the Service Provider has its registered office, currently the courts of Brussels (Nederlandstalige ondernemingsrechtbank Brussel), Belgium.

Before initiating legal proceedings, the parties agree to attempt to resolve any dispute amicably within 30 calendar days of written notification of the dispute. This does not affect either party's right to seek urgent interim measures (kort geding).

23. Contact Information

For any questions, concerns, or notices regarding these Terms, the Client may contact the Service Provider: