Terms & Conditions

Last updated: June 2026

1. Definitions

In these Terms & Conditions, the following terms shall have the meanings set out below:

• “Agifly”, “we”, “us”, “our” refers to Agifly BV, a digital product, software development and AI services company, with registered office at Avenue Baron Albert d’Huart 7, 1150 Brussels, Belgium, company number 0726.826.344 (VAT BE 0726.826.344), reachable at info@agifly.be.
• “Client”, “you”, “your” refers to the individual or legal entity entering into an agreement with Agifly.
• “Services” refers to the services provided by Agifly, as described in each individual proposal or Statement of Work.
• “Agreement” refers to these Terms & Conditions together with any signed proposal, quotation, or Statement of Work.
• “Deliverables” refers to any software, source code, applications, designs, content, strategies, reports, or other materials produced by Agifly in the course of providing the Services.
• “Engagement” refers to a specific project or recurring service arrangement between Agifly and the Client, whether project-based, milestone-based, or retainer.

2. Scope and Acceptance

These Terms & Conditions govern all agreements between Agifly and its clients for the provision of services, including but not limited to custom software development, digital product design and development, AI agents and automation, technical consulting, and training and workshops.

By signing a proposal, placing an order, or otherwise engaging Agifly’s services, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions. If you do not agree, you should not proceed with engaging our services.

3. Services

3.1 Description of Services

The specific scope of services to be provided will be outlined in a written proposal or Statement of Work (SOW) agreed upon by both parties prior to commencement. Agifly reserves the right to

engage qualified subcontractors or freelancers to assist in delivering the Services, while retaining full responsibility for their work.

3.2 Client Obligations

The Client agrees to:

• Provide timely access to all materials, accounts, systems, assets, and information necessary for Agifly to perform the Services.
• Designate a point of contact authorised to make decisions on behalf of the Client.
• Review and provide feedback on Deliverables within the timeframe agreed in the proposal.
• Ensure that all materials provided to Agifly are owned by the Client or that the Client has the right to use them, and that their use does not infringe any third-party rights.

Agifly shall not be liable for any delays or underperformance caused by the Client’s failure to fulfil these obligations.

3.3 Changes to Scope

Any request to materially change the agreed scope of services must be submitted in writing. Agifly will assess the impact on timeline and fees and issue a revised proposal or change order. Work on the changed scope will only begin upon written approval by the Client.

4. Fees and Payment

4.1 Fee Structure

Services are provided on a project, milestone, or monthly retainer basis, as specified in the signed proposal. Fees, payment milestones, and any recurring amounts are set out in that proposal.

4.2 Deposit

A partial deposit is required before work commences on any new Engagement. The deposit amount will be stated in the proposal. The deposit is non-refundable in the event that the Client cancels the Engagement after work has begun, except where Agifly is in material breach of this Agreement.

4.3 Invoicing and Payment Terms

Invoices are issued according to the schedule set out in the proposal (for example, on signature, at agreed milestones, or monthly in advance for retainers) and are payable within 15 calendar days of the invoice date, unless otherwise agreed in writing.

4.4 Late Payment

In the event of late payment, Agifly reserves the right to:

• Charge statutory interest in accordance with Belgian law (Act of 2 August 2002 on combating late payment in commercial transactions), currently set at the reference rate plus 8 percentage points.
• Charge a flat-rate compensation of €40 for recovery costs, plus any additional reasonable recovery expenses.
• Suspend the Services until all outstanding amounts are settled, without any liability to the Client for resulting delays.

4.5 Price Revisions

For recurring (retainer) engagements, Agifly reserves the right to revise its fees annually, with a minimum of 30 days’ written notice. The Client may terminate the recurring engagement in accordance with Section 8 if they do not accept the revised pricing.

5. Intellectual Property

Review this section carefully. For custom software, the ownership model below should match what you actually promise clients. The default here transfers the bespoke Deliverables to the Client on full payment, while Agifly keeps its

pre-existing tools, frameworks and know-how. Adjust if your standard is a licence rather than a transfer.

5.1 Ownership During the Engagement

All Deliverables created by Agifly remain the exclusive intellectual property of Agifly until full and final payment has been received for all outstanding invoices related to those Deliverables.

5.2 Transfer of Rights

Upon receipt of full payment, Agifly assigns to the Client all intellectual property rights in the bespoke Deliverables created specifically for the Client under the Engagement. This transfer does not extend to any pre-existing intellectual property, reusable components, libraries, frameworks, methodologies, tools, or know-how owned or developed by Agifly, whether before or during the Engagement. To the extent any such pre-existing materials are incorporated into

the Deliverables, Agifly grants the Client a non-exclusive, royalty-free, perpetual licence to use them as part of the Deliverables for the purposes for which they were created.

5.3 Third-Party and Open-Source Components

Deliverables may incorporate third-party or open-source software, which remains subject to its own licence terms. Agifly will, where reasonably practicable, inform the Client of any material third-party dependencies.

5.4 Client Materials

The Client grants Agifly a non-exclusive licence to use any materials, logos, trademarks, data, or content provided by the Client solely for the purpose of delivering the agreed Services.

5.5 Portfolio Rights

Agifly reserves te right to reference the Client’s name and describe the nature of the services provided in its portfolio, case studies, or marketing materials, unless the Client expressly requests otherwise in writing.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the Agreement (“Confidential Information”), and not to disclose such information to any third party without the prior written consent of the disclosing party.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; or

(c) is required to be disclosed by law or regulatory authority.

This confidentiality obligation survives the termination of the Agreement for a period of 3 years.

7. Term and Termination

7.1 Duration

Each Engagement is entered into for the period specified in the proposal. Recurring (retainer) engagements will automatically renew on a monthly basis unless terminated in accordance with this section.

7.2 Termination by Notice

For recurring engagements, either party may terminate by providing a minimum of 30 days’ written notice prior to the end of the then-current monthly billing period. All Services will continue and all fees will remain due during this notice period. Project-based engagements may be terminated as set out in the relevant proposal.

7.3 Termination for Cause

Either party may terminate the Agreement with immediate effect by written notice if the other party:

• Commits a material breach of these Terms & Conditions and fails to remedy it within 14 days of written notice;
• Becomes insolvent, enters bankruptcy proceedings, or ceases to trade.

7.4 Effect of Termination

Upon termination, the Client shall pay all fees due up to and including the termination date, including for work performed but not yet invoiced. Agifly will deliver all completed Deliverables for which full payment has been received. Any Deliverables not yet paid for in full shall remain the property of Agifly.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• Agifly’s total liability to the Client for any claim arising under or in connection with the Agreement shall not exceed the total fees paid by the Client to Agifly in the three months preceding the event giving rise to the claim, or, for project-based engagements, the total fees paid for the relevant project.
• Agifly shall not be liable for any indirect, special, incidental, or consequential damages, including loss of revenue, loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
• Agifly does not warrant that software or Deliverables will be uninterrupted or entirely error-free, nor that they will meet requirements not set out in the agreed proposal or SOW. Outcomes depend on numerous factors outside Agifly’s control, including third-party platforms, services, and the Client’s own systems and data.

Nothing in these Terms & Conditions limits or excludes liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded under Belgian law.

9. Representations and Warranties

Each party represents and warrants that:

• It has full authority to enter into and perform its obligations under this Agreement.
• It will comply with all applicable laws and regulations in connection with the performance of its obligations.

The Client additionally warrants that all materials, data, and instructions provided to Agifly are accurate, lawful, and do not infringe the rights of any third party.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, war, pandemic, or widespread internet or infrastructure outages.

The affected party shall notify the other in writing as soon as reasonably practicable. If the force majeure event continues for more than 60 days, either party may terminate the Agreement on written notice without liability.

11. Governing Law and Disputes

This Agreement is governed by and construed in accordance with the laws of Belgium. Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith negotiation between the parties.

If the dispute cannot be resolved within 30 days of written notice, it shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium.

12. General Provisions

Entire Agreement: These Terms & Conditions, together with any signed proposal or Statement of Work, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.

Amendments: No amendment to these Terms & Conditions shall be valid unless made in writing and signed by both parties.

Severability: If any provision of these Terms & Conditions is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce it subsequently.

Assignment: The Client may not assign or transfer its rights or obligations under this Agreement without Agifly’s prior written consent. Agifly may assign this Agreement to any successor entity or affiliate.

Notices: All formal notices under this Agreement shall be sent by email to info@agifly.be (for notices to Agifly) and to the Client’s designated email address, and shall be deemed received upon confirmation of delivery.

13. Contact

For any questions regarding these Terms & Conditions, please contact us at:

Agifly BV Avenue Baron Albert d’Huart 7, 1150 Brussels, Belgium

Email: info@agifly.be

Phone: +32 2 315 23 28

Agifly is part of the Agifly Group, alongside Flydoo, Flyai and Flyeo.