Terms and Conditions
PARTIES TO THE AGREEMENT
The "Service Provider" refers to Wonka AI SRL, a Belgian limited liability company with registered office at Luikersteenweg 165, 3500 Hasselt, Belgium, registered with the Crossroads Bank for Enterprises under number BE 0800.787.953, VAT BE 0800.787.953.
The "Client" refers to the individual or legal entity that engages the Service Provider for technology and software development services under this Agreement, as identified in the applicable Statement of Work or Assignment confirmation.
The Client and the Service Provider are hereinafter each referred to as a "Party" and collectively as the "Parties".
THE FOLLOWING IS AGREED:
Article 1 – Purpose of the Master Services Agreement
1.1 Under this Master Services Agreement (the “Agreement”) the Service Provider shall render technology and software development services, including but not limited to coding, testing, gathering functional requirements, analyzing technical specifications, developing (web) applications, providing project management, delivering technical training, and advising on technology strategy (hereinafter collectively referred to as the “Services"), for the benefit of the Client.
1.2 The Client shall provide all necessary information, access, and resources required by the Service Provider to perform the Services efficiently and in a timely manner.
1.3 For each assignment (hereinafter referred to as an "Assignment"), the Parties shall mutually agree in writing on the required Services, clearly defining the scope, objectives, and applicable deadlines or timeframes for completion when applicable. An Assignment may include, but is not limited to, project-based work (hereinafter referred to as a “Project”), maintenance, time-and-material engagements, or outplacement services.
1.4 Notwithstanding the above, an Assignment shall also be deemed validly agreed if the Client confirms by email (or other written communication) a specific number of mandays and an associated day rate, and the Service Provider accepts such confirmation in writing (including via email). Such written confirmation shall constitute a binding Statement of Work for the purposes of this Agreement, even if not formatted as a formal addendum.
1.5 Any additional work, services, or deliverables requested beyond the agreed scope of an Assignment shall be subject to mutual agreement and will either be treated as a separate Assignment or invoiced at the Service Provider’s standard rates. In the absence of a specific agreement on pricing for such additional work, the Service Provider's standard day rates (see annex 1) shall apply by default.
1.6 If the Client wishes to apply acceptance criteria or deliverable to an Assignment, such criteria must be clearly documented and mutually agreed in writing by both Parties prior to the commencement of the relevant work. In the absence of such a written agreement, no acceptance criteria shall be deemed applicable, and the Services shall be considered accepted based on delivery and reasonable professional standards.
Article 2 – Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
"Intellectual Property Rights" includes, but is not limited to, patent rights, copyrights, trademark rights, rights to trade secrets, domain names, and all other proprietary rights worldwide, whether registered or unregistered.
"Background" refers to any materials protected by Intellectual Property Rights that are (i) owned or controlled by a Party prior to the provision of the deliverables and/or Services under a specific Project, or (ii) developed or acquired after the Effective Date of this Agreement, provided it is developed independently and without the use of the other Party’s Confidential Information.
"Foreground" refers to any materials protected by Intellectual Property that are created, developed, or first reduced to practice by the Service Provider in connection with (i) preparing any deliverables provided under this Agreement, (ii) Services provided by the Service Provider under this Agreement, and (iii) improvements, modifications, or enhancements of a Party’s Background.
“Statement of Work” (SOW) means any written agreement between the Parties that defines the scope, pricing, and timing of Services to be rendered under this Agreement, including email confirmations explicitly referencing a quantity of mandays and corresponding day rate, or formal annexes to this Agreement.`
“Project” means a specific, goal-oriented set of Services performed under an Assignment, typically with defined deliverables, milestones, or outputs, but which may still be delivered on a time-and-materials basis unless otherwise expressly agreed in writing in the relevant Statement of Work.
“Assignment” means the specific project, mission, or engagement described in a Statement of Work (SOW), under which Wonka provides the Services to the Client. Each Assignment defines the scope, deliverables, timelines, applicable fees, and other project-specific terms agreed between the Parties. An Assignment may consist of one or more distinct phases or tasks and may include configuration, implementation, customization, integration, or advisory activities. Unless expressly stated otherwise in the applicable SOW, each Assignment is independent from other assignments and governed by the terms of this Master Services Agreement.
An Assignment may include, but is not limited to, project-based work (a “Project”), maintenance, time-and-materials engagements, or outplacement services.
Unless otherwise expressly stated in the relevant Statement of Work (SoW): (i) the Assignment shall be deemed a time-and-materials engagement only;
(ii) no acceptance criteria or formal acceptance procedure shall apply; and (iii) the Services do not include any hosting, availability, or response-time obligations, nor any service-level commitments.
Article 3 – Compensation and Payment Terms
3.1 The Client shall compensate the Service Provider for the Services in accordance with the pricing structure set out in Annex 1 (Rate Card), unless otherwise agreed in writing for a specific Assignment (e.g. for hosting and response-time obligations).
3.2 The Service Provider shall invoice all agreed fees and applicable costs in accordance with the agreed payment schedule. All invoices shall be issued monthly, at the end of each calendar month, for the Services performed during that period.
3.3 The Client shall pay all invoices as soon as possible and no later than thirty (30) calendar days from the invoice date.
3.4 All payments shall be made via bank transfer to the account specified by the Service Provider. Any bank fees, commissions, or intermediary bank charges associated with the transfer of payments shall be borne by the Client.
3.5 All fees are exclusive of Value Added Tax (VAT) and any other applicable taxes, which shall be added to the invoice where required by law.
3.6 The Service Provider shall pass on all reasonable costs incurred in the execution of the Services, including software costs that are integrally connected to the Client’s Assignment, travel expenses, and other costs that were previously approved in writing by the Client. Therefore, the Client will procure for the necessary licenses (e.g., for Third-Party Software, as defined below). If the Client assigns the Service Provider to procure these licenses, the Service Provider may charge the related fees to the Client, who acknowledges that it is not always possible to estimate these costs in advance and in great detail. In such case, the Client may request cost approval prior to the Service Provider acquiring the necessary licenses.
3.7 If the Client does not pay an invoice within thirty (30) days, the Client is liable to pay late interest on the outstanding amount at a rate of 12% per year, calculated daily, from the due date until the date of actual payment of all due amounts (invoiced amounts, interests and compensation). The Service Provider reserves the right to prove greater damage.
3.8 If the Client disputes any portion of an invoice, the Client must notify the Service Provider in writing within fifteen (15) calendar days of the invoice date, specifying the disputed amount and the reason for the dispute in sufficient detail. In such case:
(i) The undisputed portion of the invoice shall still be paid within the agreed payment term.
(ii) The Parties shall engage in good faith discussions to resolve the dispute within fifteen (15) calendar days of the Client's notice.
(iii) If the dispute is resolved in favor of the Client, the Service Provider shall issue a corrected invoice or provide a credit note within five (5) business days.
(iv) If the dispute is resolved in favor of the Service Provider, the Client shall settle the disputed amount within five (5) business days after resolution.
3.9 Unless a dispute has been properly raised in accordance with Article 3.8, payment of an invoice by the Client shall be deemed as implicit confirmation that the corresponding Services were performed in accordance with the terms of this Agreement and/or the applicable Assignment.
3.10 If the Parties fail to resolve the dispute within thirty (30) calendar days from the date of the Client's initial notice, either Party may escalate the matter to a senior representative or initiate mediation before resorting to legal action.
3.11 Disputed invoices shall not be subject to late payment penalties unless and until the dispute is resolved in favor of the Service Provider. However, if the Client fails to engage in good faith discussions or does not adhere to the dispute resolution process outlined above, the Service Provider reserves the right to enforce applicable late payment fees retroactively.
3.12 In the event of delayed payment, which is not adequately managed as set out above, the Service Provider reserves the right to:
(i) Halt work under the Agreement and reassign its personnel until full payment of outstanding amounts is received. Any delays caused by such suspension shall automatically extend the Assignment’s schedule.
(ii) Retain ownership of all work products, including but not limited to source code, documentation, and Foreground, until full payment is received.
(iii) Retain or revoke transfers of all rights related to the unpaid portion of the Services until full payment is received.
(iv) The Service Provider may terminate this Agreement and/or any active Assignments by providing written notice (including by email) if payment remains outstanding for more than thirty (30) days from the invoice due date and if prior, written notice was given to the Client.
3.13 The absence of a SoW or explicit acceptance criteria within that SoW shall not affect the Client’s payment obligations for Services performed on a time-and-materials basis, which shall be considered accepted upon delivery in accordance with professional standards.
3.14 WonkaChat Subscription Model : The Client may subscribe to WonkaChat under a fixed monthly subscription plan. Each subscription tier includes:
- A fixed monthly fee payable in advance
- A predetermined monthly token allocation included in the subscription
3.14.1 Overage Tokens and Additional Invoicing.
If the Client's token consumption exceeds the included monthly allocation, the Service Provider reserves the right to:
(i) Track and measure all token usage exceeding the included allocation in real-time or through periodic monitoring.
(ii) Invoice the Client for overage tokens consumed during the billing period at the token market rate
(iii) Include overage charges on a separate line item on the monthly invoice, clearly delineated from the base subscription fee.
3.14.2 Notification of Overage. The Service Provider shall notify the Client of excessive token consumption.
Article 4 - Intellectual Property Rights
4.1 Ownership of the Foreground (excluding the Service Provider's Background) shall transfer to the Client upon full payment of all invoices related to the corresponding project or reporting period (monthly or project-based).
4.2 Until full payment is received:
(i) The Client is granted a temporary, non-exclusive, revocable right to use the Foreground solely for the purposes defined in the Project scope.
(ii) The Service Provider retains the right to withhold final deliverables or access to source code, documentation, or related materials.
(iii) The Client may not sublicense, transfer, or commercialize the Foreground beyond the originally agreed usage.
4.3 If payment remains outstanding for more than thirty (30) days beyond the due date, the Service Provider reserves the right to revoke any rights granted under this clause and take necessary legal action to enforce ownership.
4.4 To the extent that the Service Provider incorporates any of its Background into a deliverable, the Service Provider grants the Client a non-exclusive, non-transferable, and royalty-free license to use, modify, and distribute such Background solely as required for the intended use of the deliverables.
This license is subject to the following conditions:
(i) It is granted only upon full payment of all outstanding amounts related to the relevant deliverable or Project.
(ii) The Client may not claim ownership, register patents, or sublicense the Background to third parties unless explicitly agreed in writing.
(iii) The license does not extend to any improvements, modifications, or extensions of the Background that the Service Provider develops outside the scope of this Agreement or of a Project.
4.5 The Service Provider may incorporate third-party software or components (“Third-Party Software”) into the deliverables as needed for the proper execution of the Services, provided that such software is commercially viable and compatible with standard licensing models, including open-source components.
4.6 The Client acknowledges that the use of Third-Party Software is common practice in technology development. Unless otherwise agreed in writing, the Client shall be responsible for obtaining and maintaining any necessary licenses for proprietary Third-Party Software. Open-source components will be used in accordance with their applicable licenses, and the Service Provider shall ensure that their use does not impose unreasonable obligations on the Client.
4.7 The Service Provider makes no warranties, express or implied, regarding the performance, security, or future compatibility of Third-Party Software with the deliverables. Any updates, changes, or maintenance of Third-Party Software remain the responsibility of the respective vendor or supplier unless otherwise agreed in writing.
4.8 The procedures regarding ownership and licensing in Clauses 4.2 and 4.3 do not apply to:
(i) Implementation of Third-Party Software.
(ii) Support and maintenance services provided by the Service Provider.
(iii) Software customization, integration, or consulting related to Third-Party Software.
4.8bis The Parties acknowledge and agree that WonkaChat is deemed Third-Party Software for the purposes of this Agreement. WonkaChat is a proprietary product owned exclusively by Wonka AI. Nothing in this Agreement transfers ownership of WonkaChat to the Client. The license grant is subject to a separate contract or written authorization by Wonka AI, the Client and its Affiliates may be granted a limited, non-exclusive, revocable, non-transferable license to use WonkaChat strictly for internal business purposes.
Restrictions:
(iv) The Client shall not resell, sublicense, publicly offer, or otherwise make WonkaChat available to any third party without Wonka AI’s prior written consent.
(v) Except for short-term testing purposes explicitly authorized by Wonka AI, the use of WonkaChat shall always be subject to a separate agreement governing its scope and conditions.
Revocation: Wonka AI reserves the right to suspend or revoke the license to WonkaChat at any time in its sole discretion, including in cases of breach of this Agreement or the separate license agreement.
Article 5 – Non-Solicitation
5.1 The Client acknowledges that the Service Provider provides a valuable service by identifying and assigning personnel for the Client's Assignments. The Client further acknowledges that hiring or soliciting the Service Provider’s personnel (on payroll and freelancers) would deprive the Service Provider of the benefits of its workforce.
5.2. The Client agrees not to solicit, directly or indirectly, to hire or otherwise obtain the services of, or assist any third party in hiring or obtaining the services of any specialist or other personnel of the Service Provider assigned to work under this Agreement during the term of this Agreement and for a period of twelve (12) months following the resignation of such personnel from the Service Provider.
5.3. Due to the difficulty in quantifying damages resulting from a breach of this clause, the Parties agree that any violation shall result in liquidated damages equal to the fees (e.g., gross salary or other compensation) paid to the hired or solicited member of personnel during the year preceding the breach or 50.000 Euro, whichever is higher, payable within fifteen (15) days of the Service Provider’s written demand. This amount represents a reasonable estimate of the damage incurred and shall not be construed as a penalty.
Article 6 – Confidentiality
6.1 Both Parties shall treat all information, data, files, dossiers, software, documents, and materials prepared by or obtained during the execution of this Agreement that relate to each other’s or their clients’ affairs (“Confidential Information") solely for the purposes of this Agreement. Notwithstanding the foregoing, Confidential Information does not include:
(i) Information already available prior to disclosure by the other Party;
(ii) Information received from a third party without being subject to confidentiality obligations;
(iii) Information that becomes publicly available (except through unauthorized disclosure);
(iv) Information independently developed without using the other Party’s Confidential Information.
6.2 The confidentiality obligation extends to all employees, agents, and subcontractors of both Parties, and each Party shall take reasonable measures to ensure compliance with these confidentiality requirements.
6.3 Both Parties shall implement and maintain appropriate technical and organizational measures to protect each other’s Confidential Information against unauthorized access, disclosure, alteration, or destruction.
6.4 Upon request by either Party, the other shall promptly return all Confidential Information of the other Party and destroy all copies thereof.
6.5 Both Parties agree to keep the contents of this Agreement and their agreements on each Assignment confidential and not to disclose them to third parties, except (i) with the prior written consent of the other Party, (ii) when legally or regulatory required, or (iii) as necessary for the execution of this Agreement or in connection with a related dispute.
6.6 The Parties may also enter into a separate non-disclosure agreement if deemed necessary, in which case the most protective terms shall apply.
6.7 The confidentiality obligations shall survive the termination of this Agreement.
Article 7 – Duration and Termination
7.1 The Agreement is entered into for a duration of one (1) year. However, the Agreement shall automatically renew for successive one (1) year periods if, at the time of expiration of the initial (or renewal) term, the Parties have agreed in writing (including by email) on new Assignments that extend beyond the then-pending term.
7.2 The Agreement may be terminated at any time by mutual consent of the Parties, without either Party incurring a termination fee, unless otherwise agreed in writing.
7.3 Either Party may terminate the Agreement at the end of the initial term or any renewal period by providing written notice at least thirty (30) days before the expiration date.
7.4 Either Party may terminate the Agreement with immediate effect by registered letter without any obligation to pay compensation or observe a notice period in the event of:
(i) A material breach by the other Party that occurred in the last 30 days that remains uncured for 30 days after written notice;
(ii) Repeated minor breaches that demonstrate an inability or unwillingness to fulfil obligations under the Agreement, that remain uncured for 30 days after written notice;
(iii) The other Party becoming insolvent, ceasing operations, or entering bankruptcy proceedings;
(iv) An act by the other Party that, due to breach of trust, makes further cooperation impossible.
7.5 In any case where this Agreement is terminated without the pending Assignment being terminated, this Agreement will continue to apply to those pending Assignments for the remaining duration thereof.
7.6 The provisions regarding confidentiality, intellectual property, non-solicitation, and any accrued payment obligations shall survive termination.
Article 8 – Liabilities & Disclaimer
8.1 The Client acknowledges the innovative and evolving nature of AI technology, as well as the heightened legal scrutiny it faces. The Client further understands that enhancing the accuracy and compliance of Third-Party Software may necessitate additional work beyond the initial Assignment scope. Should such work be required, it shall be treated as a separate Assignment with its own scope and agreement. Additionally, the Client recognizes that AI technology advances rapidly, and more effective solutions may become available over time. However, such advancements shall not affect the Service Provider’s right to full compensation for the work performed under the agreed Assignment scope.
8.2 The Service Provider does not make any warranty, express or implied, with respect to the Services rendered by the Service Provider (including its personnel) or the results obtained from their Services, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose. In no event shall the Service Provider be liable for minor faults nor for consequential, incidental, special, or indirect damage, or for acts of negligence that are not intentional or reckless in nature, regardless of whether it has been advised of the possibility of such damage.
8.3 The Service Provider shall act with due professionalism and diligence in the performance of its obligations under this Agreement and shall ensure that its team members, collaborators, and any subcontracted personnel act in accordance with similar professional standards. The Service Provider may fulfil its obligations using a variety of personnel profiles, including but not limited to full-time employees, freelancers, remote collaborators, and apprentices under recognized Belgian programs such as IBO or BIS. The Service Provider reserves the right to assign such personnel to specific projects at its discretion. The Client may, at any time and on reasonable grounds, request a change of one or more assigned collaborators. The Service Provider agrees to evaluate such requests in good faith and respond within seven (7) calendar days, either by confirming a replacement plan or providing a substantiated explanation if the request cannot be accommodated.
8.4 In no event shall the liability of the Service Provider, whether arising from contract, tort, or any other legal basis, exceed the lower of: (i) the total value of the relevant Assignment, or (ii) five hundred thousand euros (€500,000). This limitation applies to all claims for damages arising from or related to the Services provided under this Agreement.
8.5 The Service Provider maintains a cyber liability and professional indemnity insurance policy with an aggregate coverage limit of five hundred thousand euros (€ 500 000), covering data-breach response costs, network security liability, and professional errors and omissions. Upon written request, the Service Provider will provide a certificate of insurance evidencing such coverage. For clarity, the existence of this insurance does not extend or increase the Service Provider’s contractual liability cap set out in Article 8.4, nor does it waive or diminish the Client’s own responsibility to maintain adequate cybersecurity measures, investments, and controls—whether implemented internally or through the Service Provider’s offerings. Each Party remains responsible for the security measures within its own infrastructure.
8.6 Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, such as but not limited to force majeure, issues with cloud providers, natural disasters, terrorist acts, war, civil unrest, labor disputes, or government measures that significantly impacts business operations (each a "Force Majeure Event").
8.7 The affected Party shall promptly notify the other Party of the occurrence of a Force Majeure Event and shall strive to minimize the impact of such an event on the performance of this Agreement.
8.8 If the Force Majeure Event continues for more than thirty (30) days, either Party may terminate this Agreement by providing written notice to the other Party.
8.9 To the extent permitted by law, (i) any non-compliance by a Party will only be subject to the Agreement and (on a subsidiary basis) contract law, excluding extracontractual liability; and (ii) extracontractual liability claims related to such non-compliance by an auxiliary of a Party are excluded. This applies whether or not the non-compliance with the Agreement (also) constitutes a wrongful act.
Article 9 – Data Protection
9.1 The Client may request to specify in each SoW whether Wonka acts as processor or sub processor. When specified in the SoW, Wonka shall (i) notify Client of any personal data breach within 24 hours of becoming aware; (ii) seek prior written authorization for new sub processors (general authorization with a 10 day objection window permitted); (iii) prohibit transfers outside the EEA absent an adequate mechanism; (iv) delete or return Client Personal Data at project end; and (v) support audits no more than once per year on 14 business days’ notice, subject to confidentiality and reasonable time/place/manner limits.
9.2 The Client may request that prior to starting the Services a separate Data Processing Agreement is signed.
Article 10 – Independence of the Provisions
10.1 The invalidity, unenforceability, or inapplicability of any provision of the Agreement shall not affect the validity and enforceability of the remaining provisions of the Agreement in any way.
10.2 Furthermore, the Parties agree to negotiate in good faith to replace any invalid, unenforceable, or inapplicable provision of the Agreement with a valid and enforceable provision that most closely reflects the Parties’ original intentions.
Article 11 - Marketing and Publicity
11.1 Both Parties may publicly acknowledge their collaboration by displaying each other’s logo and sharing a brief, non-confidential description of the scope of cooperation for marketing and sales purposes. Such materials may include, but are not limited to, website publications, newsletters, presentations, and social media posts, provided that, without written consent:
(i) No Background or Foreground is disclosed;
(ii) No confidential or personal data is included;
(iii) The content remains professional and accurately reflects the collaboration.
11.2 Small-scale marketing mentions, such as social media posts highlighting the partnership without revealing Project details, are permitted unless the other Party objects in writing. Both parties retain the right to request the removal or modification of any specific marketing material which should be respected upon reception of request. All other public references to the Client or its Projects require prior written approval from the Client.
Article 12 – Governing Law and Jurisdiction
12.1 The Agreement is governed by Belgian law.
12.2 The courts of the district of Hasselt shall have exclusive jurisdiction to adjudicate any disputes related to this Agreement, its execution, interpretation, termination, and the consequences of termination.