Terms and conditions

By means of these general terms and conditions (the “General Terms and Conditions”), agent.wally BV (“Wally”) wishes to inform its customers and users in a clear and complete manner about the terms under which access to, and use of, its services and associated online platform (hereinafter jointly the “Services”) may be obtained.

The General Terms and Conditions must be read together with our Privacy Statement (which explains which personal data are collected and how they are processed) and the Cookie Statement (which explains the use of cookies and similar technologies).

Together with the General Terms and Conditions, these documents form a binding agreement (hereinafter jointly referred to as the “Terms”) between the customer or user, on the one hand, and Wally, on the other hand.

By using the Services, the user and/or customer confirms having taken note of, and agreeing to, these Terms.

1. Description of the Services

1.1. The Services may be offered via various technological platforms, interfaces or means, including (possibly) Wally’s web platform, mobile or desktop applications, browser extensions, APIs, plug-ins or integrations with third-party applications (such as Microsoft Outlook or other collaboration and communication tools) (jointly the “Platform”). These Terms apply to any use of the Services, regardless of the Platform, integration or medium through which access takes place.

1.2. Via the Platform, Wally provides access to software and functionalities that can (among other things) automatically generate texts, analyses, reports, suggestions, assistance or other digital output by means of artificial intelligence or AI (“AI Output”), based on input, instructions or data from the User.

1.3. The Platform is made available via a Software-as-a-Service (SaaS) model.

1.4. The AI functionalities are made available solely as a tool. Wally undertakes a best-efforts obligation and not a result-based obligation. The Customer and/or User remains responsible at all times for assessing, interpreting and applying the AI Output.

1.5. The nature, content and frequency of updates, features or modules of the Services and/or the Platform may be modified by Wally at any time, without this giving rise to any right to compensation.

2. Who we are and how to contact us

2.1. The Services are offered by agent.wally BV, a company incorporated under Belgian law, with registered office at Xavier De Cocklaan 49, 9831 Sint-Martens-Latem, company number 1025.254.168 (hereinafter “Wally”, “we”, “us”).

2.2. Wally can be contacted by email at info@wally.be.

2.3. For privacy-related questions, please contact privacy@wally.be.

3. Applicability and acceptance of the Terms

3.1. These Terms apply to every user (“User”) and to every legal entity that enters into a contractual relationship with Wally (“Customer”), regardless of whether access to the Services is granted directly or via an intermediary of Wally.

3.2. The Customer and the User declare their agreement with the Terms by using the Platform or by entering into the agreement with Wally.

3.3. The Terms take precedence over any purchase conditions, order forms or other documents of the Customer, unless expressly agreed otherwise in writing.

3.4. If a User is granted access via a Customer, that User remains personally bound to comply with these Terms.

4. Information and use of the Platform

4.1. The Platform and the information provided on or via the Platform (such as the AI Output) are made available solely for internal professional purposes. Use for consumer or private purposes is expressly excluded.

4.2. The Customer and the User expressly acknowledge and accept that the information provided via the Platform or the AI functionalities is informative, indicative and supportive in nature, and does not replace professional advice, human judgment or oversight. Wally’s AI functionalities operate on the basis of algorithms that use publicly available sources, third-party databases or data entered by the User. These sources may be incomplete, outdated or inaccurate, and Wally cannot guarantee their accuracy, completeness or currency. The AI Output is therefore the result of automated processing and is based on probabilistic or statistical estimates. The generated analyses, texts, predictions or recommendations therefore do not constitute legal, accounting, tax, financial, scientific or other professional advice. The Customer and the User accordingly acknowledge that the AI Output is merely a tool that may be used to support internal professional decisions, and not as a basis for decisions in itself. The User (and the Customer) remains responsible at all times for checking, validating and interpreting the AI Output, and shall obtain additional professional advice where necessary. The Customer and the User accept that the AI Output is always a snapshot and an estimate, based on the data and context available at the time of processing, without any guarantee of accuracy, completeness or relevance.

4.3. Wally endeavours to use reasonable means to keep the information and functionalities on the Platform correct, reliable and up to date. Nevertheless, Wally cannot provide any guarantee that the displayed information (including the AI Output) is complete, accurate or free of errors. Wally disclaims all liability for damage resulting from the use of the AI Output or the decisions derived therefrom, except in the case of proven intent or fraud on its part. The Customer and the User confirm that they accept this risk as inherent to the use of AI systems and undertake not to regard the AI Output as absolute truth or professional advice, but as a supporting tool within their own professional responsibility. Use of the Platform, and the output generated on the basis of the Services (including the AI Output), is therefore always at the Customer’s or User’s own risk.

4.4. The Customer and the User also acknowledge and accept that any further use or dissemination of data and/or results of the Services (including AI Output) obtained via the Platform takes place under their own responsibility. If the Customer uses such output, in whole or in part, in reports, advice, publications, communications or other forms of service provision to third parties, the following principles apply:

• the AI Output may not be presented or understood as professional advice or as a result originating from Wally;
• the Customer and/or the User must apply the same limitations, disclaimers and warnings as set out in these Terms;
• the Customer and/or the User is responsible for assessing whether it has a duty to inform or a transparency obligation towards its own customers, partners or other third parties regarding the use of AI-generated data or text;
• any decision to reuse or disseminate AI Output is made entirely under the responsibility of the Customer and/or the User, who fully indemnifies Wally against all claims or damage arising therefrom;
• Wally bears no liability whatsoever for the manner in which the Customer or its Users present, interpret or use the Output towards third parties.

4.5. The Customer acknowledges that these obligations also apply to its affiliated companies, employees, subcontractors or other persons who have access to the Platform or the AI Output through it, to the extent permitted by these General Terms and Conditions.

5. Access rights and usage restrictions

5.1. Following registration and payment of the applicable fees, the Customer (and, where relevant, its User) obtains a personal, limited, non-exclusive and non-transferable right to access and use the Platform, strictly limited to the term of the agreement between Wally and the Customer (or, where relevant, the User).

5.2. This right of use applies solely to the number of User accounts indicated or agreed as set out in the quotation, agreement or order form with the Customer. The Customer (and its Users) agree to comply with the technical requirements for logging into an account. Each account is personally and individually assigned to a specific natural person within the Customer’s organisation. The Customer and the User are expressly not permitted to:

• share, pass on or jointly use account details (including logins, passwords or API tokens) with others, even within their own organisation;
• grant multiple persons access to the Platform using a single account (shared use);
• add additional Users without Wally’s prior consent or without paying the corresponding fee;
• create temporary or shared logins, or use other technical means that circumvent the number of permitted users.

5.3. Wally reserves the right to carry out technical or administrative checks at any time on the number of active Users or the use of accounts (including on the basis of the technical means / steps required to log in to an account). If it is established that the Platform is being used by more Users than permitted, Wally has the right to:

• invoice the Customer for the additional Users at the then-applicable rates, retroactive to the date on which the excess use began; and/or
• temporarily block or terminate the accounts concerned without prior notice, without prejudice to Wally’s right to compensation. Before permanently terminating or blocking an account for an extended period on the basis of established breaches, Wally may contact the relevant Customer / User. If the relevant User or Customer is notified, they may present their position in an attempt to objectively demonstrate that the user-rules have not been breached.

5.4. The Customer is fully responsible for the correct use of the accounts within its organisation and shall immediately inform Wally in the event of loss, misuse or suspected unauthorised access to an account.

5.5. The right of use applies solely for internal professional purposes within the Customer’s organisation.

5.6. The Customer acknowledges and accepts that use of the Platform (and the Services) is subject to reasonable fair-use limits (fair-use principle). Wally offers the Services for normal professional use within an organisational or team context, not for massive, automated or programmatic use outside the agreed scope or licence. Use that, in Wally’s reasonable judgment, is excessive, automated or contrary to the purpose of the Services (such as sharing a single account among multiple persons, systematic bulk or API calls, or continuous large-scale processing) is regarded as unfair use. In order to protect the quality and availability of the Services (and its Platform), Wally may limit, suspend or additionally invoice such excessive or inappropriate activity, without this giving rise to any right to compensation. The specific limits or guidelines regarding fair use may be clarified or amended by Wally via the Platform or the documentation. The Customer undertakes to respect these guidelines.

5.7. It is further prohibited to:

• reproduce, sell, rent out or make available to third parties, in whole or in part, the Platform;
• use the Platform for developing or training competing AI systems;
• apply reverse engineering or decompilation;
• circumvent or attempt to breach security measures;
• upload viruses or malicious code;
• use the Platform in a manner that may cause harm to Wally, other users or third parties.

5.8. Wally reserves the right to temporarily or permanently block a User’s or Customer’s access in the event of a breach of these provisions or where there is a security risk.

6. Intellectual property rights

6.1. All intellectual and industrial property rights relating to the Platform and the Services and their software, AI models, source code(s), algorithms, documentation, design and trademarks belong exclusively to Wally or its licensors.

6.2. The Customer only obtains the limited rights of use described in these Terms.

6.3. The Customer or User retains the rights to the data and content it enters into the Platform (“Input Data”). The Customer grants Wally a non-exclusive licence to process this Input Data insofar as necessary for providing the Services.

6.4. Unless otherwise agreed in writing, Wally shall not use the Input Data for training or improving its AI models.

6.5. The AI Output generated by the Platform may contain intellectual property rights belonging to Wally or third parties. The Customer/User is responsible for the correct use of this AI Output and indemnifies Wally against third-party claims.

6.6. The Customer (or its User) may, at its own discretion, provide Wally with suggestions, comments or other feedback relating to the Services and/or the Platform (“Feedback”). Wally is free to use such Feedback in any manner, including for the future development or improvement of the Services and/or the Platform. All intellectual property rights arising from or related to the processing of such Feedback in the Services and/or the Platform, or any related developments, belong exclusively to Wally. The Customer (and/or its User) hereby irrevocably assigns such rights to Wally and waives all claims to compensation or remuneration in that regard.

7. Prices, invoicing and payment

7.1. The applicable prices are stated in the quotation, agreement or on the Platform. All amounts are exclusive of VAT (unless expressly stated otherwise) and any taxes or levies.

7.2. The fees are due prior to the provision of the Services, unless otherwise agreed.

7.3. Invoices are payable immediately upon invoicing, to the bank account stated on the invoice.

7.4. In the event of non-payment, late-payment interest shall be due automatically and without prior notice of default in accordance with the law on late payment in commercial transactions, increased by six percent (6%), as well as fixed compensation of 10% with a minimum of EUR 250 per invoice.

7.5. Invoices are deemed accepted if no written dispute follows within five (5) calendar days of receipt.

7.6. Wally is entitled to temporarily suspend or terminate access to the Platform in the event of non-payment.

7.7. As set out in these General Terms and Conditions, Wally has the right (in addition to its other rights under applicable law or the Terms) to charge additional fees if it is established that more Users make use of the Services than agreed with the Customer. In this regard, the following applies. The number of active Users is continuously recorded via our automated billing system. Any changes in the number of users are automatically processed pro rata in the invoicing and may result in an upward or downward adjustment of the applicable price tier. If the number of Users increases, the higher price tier is automatically applied from the moment the threshold is exceeded, with the additional costs charged pro rata for the remainder of the current billing period. In the event of a decrease in the number of Users, the Customer is automatically reclassified to the lower price tier, but amounts already invoiced or paid will under no circumstances be credited or refunded. Any open balances arising from a decrease in the number of users will be automatically offset against future new Users or the next billing cycle, as recorded by the billing system. The Customer acknowledges that the numbers of users and calculations recorded by this system are binding for the purpose of price determination, in order to avoid disputes regarding the accuracy of the invoicing.

8. Use of the Platform

8.1. The Customer and the Users may only use the Platform for lawful and permitted purposes within their own professional activities.

8.2. It is prohibited to:

• use the Platform in a manner contrary to legislation, public order or the rights of third parties;
• hinder the operation of the Platform or circumvent its security;
• apply reverse engineering or decompilation;
• use the Platform for the development of competing services;
• distribute malicious code or attempt to gain access to other users’ data.

8.3. In the event of suspected misuse or breach of these Terms, Wally may immediately (temporarily) suspend access, without any right to compensation.

9. Availability, maintenance and updates

9.1. Wally strives for a high level of availability of the Platform, but cannot guarantee uninterrupted access.

9.2. Temporary interruptions may occur due to maintenance, updates, improvements or factors beyond Wally’s reasonable control. Such interruptions do not give rise to any right to compensation for the Customer and/or User.

9.3. Where reasonably possible, Wally shall announce such works in advance and endeavour to limit any inconvenience.

9.4. Technical or functional changes to the Platform automatically form part of the agreed Services. In this context, Wally shall make reasonable efforts to preserve the core and principal functionality of the Platform/Services, so that the essential capabilities on which the Customer may rely are maintained. The Customer and the User acknowledge and accept, however, that it is inherent to the nature and essence of a SaaS-based service that the software and its functionalities continuously evolve, and that Wally may, for technical, security, legal or commercial reasons, regularly implement adjustments, updates or extensions. Such changes are deemed to form part of the agreed Services and are, unless expressly stated otherwise (for example when introducing new paid modules or optional functionalities), automatically applicable to all Customers (and their Users). Such adjustments do not give the Customer or the User any right to compensation, price reduction or termination, as long as the essential operation of the Platform is not fundamentally affected.

10. Security and access management

10.1. Wally takes reasonable technical and organisational measures in line with prevailing industry standards to secure the Platform against unauthorised access, loss or misuse of data.

10.2. The Customer/User is responsible for keeping its access credentials confidential and for all activities that take place via its accounts.

10.3. In the event of loss, misuse or suspected unauthorised access, the Customer (or the User) must inform Wally immediately. In that case, Wally may take appropriate measures, including blocking accounts or requiring passwords to be changed.

10.4. Wally reserves the right to amend authentication procedures or security requirements without prior notice, where necessary to safeguard the security or operation of the Platform.

11. Data processing and confidentiality

11.1. Wally and the Customer/User undertake to keep strictly confidential all confidential information they receive in the context of this agreement and to use it solely for its performance.

11.2. The processing of personal data by Wally takes place in accordance with applicable data protection legislation (including the GDPR), for which further reference is made to the Privacy Statement.

11.3. The Customer, as well as the User, remains fully responsible at all times for the lawfulness, content and quality of the data, documents or other information it enters, uploads or has processed via the Platform (“Input Data”). The Customer (and its User) warrants that all Input Data has been lawfully obtained and processed, and that it has all the necessary rights, consents, licences and legal grounds to use this data in the context of the Services and to have it processed by Wally for that purpose. The Customer (and its User) further confirms that, where applicable, it has properly informed the data subjects, partners or third parties concerned about the processing of their data, that all required consents or notifications have been obtained in accordance with applicable legislation, and that no confidentiality or contractual undertaking is breached by providing or processing this Input Data via the Platform. The Customer (and its User) fully indemnifies Wally against all claims, complaints, actions or damage arising from or related to the processing of Input Data that is contrary to applicable legislation, contractual obligations or the rights of third parties, or to the warranties in this article.

11.4. Wally may process anonymised or aggregated usage data to improve the performance, security or functionality of the Platform, provided this does not identify the Customer or its Users.

12. Termination, suspension and deletion of data

12.1. The agreement (including the Terms) entered into between the parties concerned (i.e. Wally and the Customer and/or the User(s)) runs until the agreed end date (as set out in the separate agreement entered into between those parties or according to the chosen subscription plan) and is automatically renewed each time for the same period as initially entered into, unless one party terminates the agreement in writing at least three (3) months before the expiry of the initial period or the then-current renewal period.

12.2. Wally may terminate or suspend the Terms, in whole or in part, with immediate effect in the event of:

• a serious breach of these Terms,
• non-payment,
• bankruptcy or cessation of the Customer’s activities,
• security risks or misuse.

12.3. Following termination, the Customer may request access to export any remaining data for thirty (30) days. After that, Wally may permanently delete the data, subject to statutory retention obligations.

12.4. Termination does not release the Customer from any outstanding payment obligations.

13. Force majeure

13.1. Wally is not liable for delays or shortcomings due to force majeure or circumstances beyond its reasonable control, such as power or network outages, cyberattacks, pandemics, strikes, fire, government measures or supplier failures.

13.2. If the force majeure situation continues for more than sixty (60) days, either party may terminate the agreement (the Terms) without any right to compensation.

14. Liability

14.1. This clause 14 applies without prejudice to the other limitations of liability set out in the Terms.

14.2. The Services and the Platform are provided on an “as is” basis (i.e. as they are, in their current form), without any representations or warranties of any kind, whether express or implied, including but not limited to warranties of accuracy, completeness, operation, merchantability or fitness for a particular purpose, as further set out in these Terms.

14.3. Without prejudice to the foregoing, Wally is only liable for direct damage that is the direct consequence of a demonstrable and proven contractual failure attributable to Wally. Wally is in no event liable for indirect or consequential damage, including but not limited to loss of profit, loss of clientele or assignments, reputational damage, loss of data or files, reduced turnover, business interruption, additional staff or administrative costs, lost savings, replacement costs, or any damage suffered by the Customer (or User) as a result of its own customers, suppliers or other third parties suffering damage or being dissatisfied with output disseminated by the Customer (or its User), including cases in which such third parties refuse payment, terminate the cooperation or bring other claims.

14.4. Without prejudice to the foregoing, Wally’s total cumulative liability (i.e. not per claim event or per alleged fault) shall in any event be limited to the amount paid by the Customer to Wally in the six (6) months preceding the first event giving rise to damage, with a maximum of twenty-five thousand euros (€25,000.00).

14.5. Any claim lapses one (1) month after discovery of the event giving rise to damage.

14.6. Any liability of Wally’s directors, officers, shareholders, employees, agents, affiliated persons and subcontractors (whether based on contract, tort or otherwise) is expressly excluded to the extent permitted by law (i.e. no liability whatsoever for Wally’s auxiliary persons as referred to in Book 6 of the Belgian Civil Code).

14.7. The Customer (and its Users) acknowledge and expressly agree that the limitations and exclusions of liability set out in the Terms reflect the allocation of risk and commercial balance between the Parties in the context of the agreement entered into between them, and that these limitations are a material condition for entering into the agreement.

14.8. This clause does not affect any liability that cannot be excluded or limited by law under applicable legislation, including but not limited to liability arising from fraud, intent or other mandatory statutory provisions.

15. Amendment of the Terms

15.1. Wally may amend these Terms for legal, technological or commercial reasons. The amended version will be communicated to the Customer/User via the Platform or by email.

15.2. Continued use after the amended Terms take effect constitutes acceptance thereof.

16. Assignment and subcontracting

16.1. Wally may outsource the performance of this agreement (including the Terms), in whole or in part, to subcontractors or affiliated companies, provided that they observe the confidentiality and security obligations.

16.2. Wally may transfer its rights and obligations arising from this agreement (including the Terms), in whole or in part, to a third party in the context of a reorganisation, restructuring, merger, demerger, contribution, sale of assets or activities (asset deal), change of shareholding, acquisition, joint venture or any other form of transfer or reorganisation of (part of) its business or activities. The Customer expressly acknowledges and accepts, both in its own name and on behalf of its Users, that such a transfer or transition of rights and obligations does not require prior individual consent or separate notification and cannot constitute grounds for termination or compensation.

16.3. The Customer may not transfer its rights or obligations without Wally’s prior written consent.

17. Indemnification

17.1. The Customer fully indemnifies Wally against all third-party claims, including its own customers or users, arising from or related to:

• the use or interpretation of AI Output (or other content generated by the Services and/or the Platform);
• the processing or content of Input Data;
• infringement of third-party rights (such as intellectual property, privacy, confidentiality or professional secrecy);
• any act or omission of the Customer or its Users in breach of these Terms.

17.2. This indemnification covers all direct and indirect damage, costs and expenses, including reasonable legal fees, that Wally must bear to defend itself against such claims.

18. Audit and log files

18.1. Wally has the right to keep, monitor and use technical logs and usage data (including security and usage logs) for the purposes of system security, troubleshooting, performance analysis and compliance with these Terms (including, but not limited to, compliance with the rules on individual accounts, the absence of sharing account details, etc.).

18.2. The Customer acknowledges that such logging is an essential part of the operation and security of SaaS services.

18.3. Wally may periodically carry out internal or external audits of its infrastructure to ensure compliance with applicable standards. The Customer consents to such checks insofar as they do not grant access to its confidential business information.

19. Notices and communication

19.1. All notices or notifications under these Terms must be made in writing by email or by registered letter to the contact details stated in the agreement or on the Platform; with respect to the Customer, this may also be done using the last known details for the Customer according to reliable public sources (e.g., in Belgium, the address recorded in the Crossroads Bank for Enterprises).

19.2. Electronic communication is deemed valid proof of notice on the date of sending, unless it appears that the email was not delivered.

20. Nullity and severability

20.1. If a provision of these Terms is declared null, invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect.

20.2. The provision concerned is deemed to be replaced by a provision that most closely reflects the economic intent and purpose of the original provision.

21. No waiver

21.1. The failure or delay by a party to exercise any right or remedy arising from these Terms shall not be regarded as a waiver of that right.

21.2. Any partial exercise of a right does not preclude the later exercise of that same right.

22. Evidence and electronic acceptance

22.1. The parties acknowledge that electronic documents and communication (including emails, digital logs, click records and electronic signatures) constitute valid evidence of the conclusion, performance and content of the agreement.

22.2. Acceptance of these Terms upon online registration or via the Platform has the same legal validity as a signed written document.

23. Governing law and competent court

23.1. These Terms and all agreements related thereto are governed exclusively by Belgian law, to the exclusion of the rules of private international law and the Vienna Convention on Contracts for the International Sale of Goods.

23.2. All disputes fall within the exclusive jurisdiction of the courts of the judicial district of East Flanders, Ghent division.

23.3. The parties undertake to first attempt to resolve disputes amicably before taking legal action.

24. Final provisions

24.1. Together with any specific agreements, annexes or policy documents (such as the Privacy Statement and Cookie Statement), these Terms constitute the entire agreement between Wally and the Customer and supersede all prior oral or written arrangements on the same subject.

24.2. The titles and headings are for ease of reference only and do not affect the interpretation of the provisions.

24.3. The Customer agrees that Wally may use its name, trade name and logo for limited reference and publicity purposes, in particular to indicate that the Customer is a user or customer of the Platform. Wally may also mention the Customer as a reference in quotations, tenders or bids (private or public), without disclosing confidential or commercial details of the cooperation.

24.4. These Terms are drafted in Dutch. Translations are provided for information purposes only; in the event of any discrepancy in interpretation, the Dutch-language version shall prevail.

24.5. The most recent version of these Terms is always available via the Platform.