General terms and conditions

Article 1. Definitions

Service Provider

Punchlister BV, as identified at the top of these terms, or the company that takes over the Agreement from it under article 17.2.

Customer

the company that enters into an Agreement with the Service Provider.

Service

the Service Provider’s online platform and all related features, including but not limited to voice processing, drafting confirmation emails and estimates, the project file and the web environment.

Quote

the offer drawn up by the Service Provider setting out the commercial terms for that Customer, such as the number of Seats, the Period, the price, the start date, any promotion and any deviations from these terms.

Agreement

the Quote accepted by the Customer, together with these general terms and conditions and the Data Processing Agreement.

Data Processing Agreement

the Service Provider’s separate data processing agreement, available on the Service Provider’s website, which forms part of the Agreement.

Seat

an individual, named person at the Customer with a login to the web platform of the Service. People who only receive notifications, emails or documents, or who only send in voice notes as a Contributor, are not a Seat.

Period

the term of the subscription.

Customer Data

all data that the Customer or its Users enter into the Service, including but not limited to voice notes, photos, transcriptions, emails and project documents.

Output

everything the Service generates automatically on the basis of Customer Data, including but not limited to transcriptions, classifications, confirmation emails, estimates and summaries.

User

any person who uses the Service on behalf of the Customer.

Contributor

a person without a login to the web platform, such as a subcontractor, who can send in voice notes or other input for a Customer project at the Customer’s invitation.

Article 2. Scope

1. These terms apply to every Quote and every Agreement between the Service Provider and the Customer.
2. The Service is intended exclusively for businesses. The Customer confirms that it is acting in the course of its professional activity.
3. General terms and conditions or purchasing conditions of the Customer do not apply, unless the Service Provider expressly accepts them in writing.
4. In the event of a conflict, the following order applies: (1) the Quote, (2) the Data Processing Agreement as regards personal data, (3) these terms. Where these terms contain a default rule “unless the Quote provides otherwise”, that rule applies only if the Quote says nothing on the matter.

Article 3. Formation of the Agreement

1. A Quote is valid for 30 days, unless stated otherwise.
2. The Agreement is concluded when the Customer signs the Quote electronically via the Service Provider’s customer portal, or accepts it in another written form.
3. The Customer declares that the person signing is authorised to bind the Customer.
4. These terms can be consulted before signing via a link in the Quote and on the Service Provider’s website.

Article 4. The Service and the right of use

1. For the duration of the Agreement, the Service Provider grants the Customer a non-exclusive, non-transferable right to use the Service for its own business operations, for the number of Seats in the Quote.
2. The Service is provided as online software. The Customer does not receive a copy of the software.
3. The Service Provider may further develop the Service and add, change or replace features. If a core feature disappears without an equivalent alternative, the Service Provider will give at least 2 months’ notice. The Customer may then terminate the Agreement with effect from the date of the change, with a pro rata refund of the amount paid in advance for the remaining Period.
4. Core features are: processing voice notes, classifying discussed work against the project documents, drafting messages for approval and the searchable project file. Features labelled as beta or test, integrations with third-party software and the way a feature works or looks are not core features.
5. Some features work through third-party services, such as WhatsApp or an integration with the Customer’s software. The Service Provider is not responsible for changes to or interruptions of those third-party services, but will make reasonable efforts to provide an alternative.

Article 5. Seats

1. Each Seat is personal and belongs to one named person. Sharing a login between several people is not permitted.
2. The Customer may transfer a Seat to another person, for example when staff change. The previous person then loses access.
3. Adding Seats is possible at any time. The Service Provider invoices the additional Seats pro rata for the current Period.
4. Reducing Seats is only possible with effect from the next Period, provided notice is given in accordance with the notice period in article 8.
5. The Service Provider may check the number of active Seats. If the Customer uses more Seats than contracted, the Service Provider will invoice the additional Seats pro rata from the moment of use.
6. Contributors. The Customer may invite Contributors at no extra cost. Use by Contributors is subject to fair use: it must be proportionate to the number of Seats and the Customer’s projects. If use structurally exceeds that, the Service Provider will notify the Customer and will first seek a solution in consultation. The Service Provider may introduce a monthly included volume for Contributors and charge for excess use through usage credits, with at least 2 months’ prior notice and subject to the termination right in article 7.7(b).
7. The Customer remains responsible for the use of the Service by its Contributors and for their compliance with article 6. Input from a Contributor is Customer Data.

Article 6. Customer obligations and acceptable use

1. The Customer ensures that its Users comply with these terms and keeps their logins confidential.
2. The Customer may not use the Service to process unlawful content, to reverse engineer or replicate the Service, to circumvent security, or to resell the Service to third parties.
3. Recordings and third parties. The Customer informs its Users, and where necessary third parties whose voice or name appears in voice notes (such as subcontractors or the project owner), about the use of the Service, in line with the Data Processing Agreement.
4. The Customer warrants that it has the right to use the Customer Data it uploads, such as quotations, specifications and drawings, in the Service.

Article 7. Prices, invoicing and payment

1. Prices are set out in the Quote. All prices exclude VAT.
2. The Service Provider invoices in advance, at the start of each Period. Invoices are sent electronically via Peppol and by email.
3. Payment is made by SEPA direct debit, card or Bancontact via the Service Provider’s payment provider, or by bank transfer with the structured reference stated. For direct debit or card payments, the Customer authorises the Service Provider to collect each invoice automatically on the due date.
4. Invoices paid by bank transfer are payable within 30 days of the invoice date, unless the Quote provides otherwise.
5. In the event of late payment, interest is due by operation of law and without notice of default in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, plus the flat-rate compensation for recovery costs under the same Act.
6. Any objection to an invoice must be reasoned and made in writing within 15 days of the invoice date. A dispute over part of an invoice does not suspend payment of the undisputed part.

7. Price adjustment. (a) Indexation. The Service Provider may index prices once a year, with effect from the first Period starting after the annual publication of the Agoria Digital index, using the formula P = P₀ × (0.2 + 0.8 × S / S₀). Here P is the indexed price, P₀ the price in the Quote, S the most recently published Agoria Digital index at the time of indexation and S₀ the most recently published Agoria Digital index on the date of the Quote. The index is published annually by Agoria, the Belgian federation of the technology industry, at www.agoria.be. If the index falls, the price falls with it. If the index is discontinued or replaced, the index that Agoria designates as its successor applies. The Service Provider gives at least 1 month’s notice of an indexation. An indexation does not give a right to terminate.

   (b) Other price changes. If the Service Provider wishes to adjust prices beyond indexation, it will give notice at least 2 months before the start of a new Period. The Customer may then terminate the Agreement with effect from the end of the current Period, even if the notice period in article 8 has already expired.

8. Promotions. The Quote states whether a promotion applies and which one. A maximum of one promotion applies per Agreement. A promotion applies only to the first Period, is not repeated on renewal and appears as a separate discount line on the first invoice.
9. Feedback Partner. If the Quote includes the Feedback Partner promotion, the Customer will, during the Period to which the discount applies, take part in 1 hour of feedback per month, at a time agreed by mutual arrangement. Feedback may be a conversation, a test of a new feature or answering targeted questions. If, for reasons attributable to the Customer, the Customer takes part in fewer than 2 out of 3 sessions, the Service Provider may charge the discount amount pro rata on the next invoice.

Article 8. Term, renewal and termination

1. The Agreement starts on the date in the Quote and runs for the Period in the Quote.
2. On expiry, the Agreement is tacitly renewed for a new Period of the same duration, at the price applicable at that time under article 7.7.
3. Either party may terminate the Agreement with effect from the end of a Period. Unless the Quote provides otherwise, the notice period is:
   • 1 month for a quarterly subscription;
   • 3 months for an annual subscription.
4. Notice of termination can be given by email to the address stated in the Quote or via the customer portal. The Service Provider confirms the termination in writing.
5. The Service Provider reminds Customers with an annual subscription of the upcoming renewal at least 30 days before the notice period expires.
6. Termination during a current Period does not give a right to a refund, unless these terms expressly provide for it.

Article 9. Output and human review

1. The Service uses automatic speech recognition and artificial intelligence. Output may be incomplete or incorrect, for example due to poor sound quality, dialect, trade jargon or incomplete project documents.
2. Output is a proposal. By default, the Service does not send a confirmation email, estimate or other message to a third party unless a User has reviewed and approved it. The Service Provider may offer features that allow the Service to perform certain tasks independently or send messages automatically. Such a feature only works if the Customer expressly activates it, per type of task, and the Customer can deactivate it at any time. Activation counts as approval of all Output sent via that feature.
3. The Service Provider may exclude certain types of messages from automatic sending, such as notices of default, responses to disputes and commercial commitments.
4. The Customer remains responsible for the content of every message, every estimate and every decision it makes or sends on the basis of Output. Approved Output, and Output sent via an automatic feature activated by the Customer, counts as a message from the Customer.
5. Output is not legal, technical or financial advice. The Service helps document agreements, but does not guarantee that a document will be accepted as evidence or that a claim or dispute will succeed.
6. The Service Provider is committed to monitoring and improving the quality of the Output, and takes reports of errors seriously.

Article 10. Availability and support

1. The Service Provider makes reasonable efforts to keep the Service available 24/7, with a target availability of 95% per month, excluding scheduled maintenance.
2. Scheduled maintenance is announced at least 48 hours in advance and carried out outside working hours as far as possible.
3. Support is available on working days from 8:00 to 18:00 via the channels stated on the Service Provider’s website. The Service Provider responds to a report within 3 working days.
4. Voice notes that the Service receives during an outage are processed as soon as possible after recovery, provided they were received correctly.

Article 11. Data and intellectual property

1. The Customer remains the owner of the Customer Data. Approved Output belongs to the Customer.
2. The Service Provider remains the owner of the Service, the software, the models, the taxonomies and all improvements to them, including where these arise from the Customer’s feedback.
3. The Customer grants the Service Provider the right to use Customer Data to the extent necessary to provide and secure the Service and to provide support.
4. Improvement of the Service. The Customer also grants the Service Provider the right to use Customer Data and Users’ corrections to Output to improve the Service, including training and evaluating the Service Provider’s recognition and classification models, under the following conditions:
   • personal data is pseudonymised or removed beforehand, where technically possible;
   • Customer Data is never shown or made available to other customers;
   • the Service Provider does not use Customer Data to train third-party models, and contractually prohibits its sub-processors from doing so.
5. Opt-out. The Customer can exclude the use of its Customer Data under paragraph 4. The terms of that opt-out, including any additional charge, are always set out in the Quote. An opt-out applies from the date in the Quote and does not affect improvements already made before that date, or data already anonymised under paragraph 6.
6. The Service Provider may use anonymised and aggregated data about the use of the Service (such as volumes, processing times and error rates) for analysis, benchmarking and communication, without the Customer or any person being identifiable.
7. The Service Provider may mention the Customer’s name and logo as a reference, unless the Customer refuses this in writing.

Article 12. Confidentiality

1. Each party keeps the other party’s confidential information secret and uses it only for the performance of the Agreement. Customer Data, prices and non-public product information are always confidential.
2. This does not apply to information that was already public, that a party lawfully received from a third party, or that a party must disclose under the law or a court decision.
3. This obligation continues until 3 years after the end of the Agreement.

Article 13. Data protection

1. For the personal data in the Customer Data, the Customer is the controller and the Service Provider the processor. The Data Processing Agreement forms an integral part of the Agreement.
2. For the data of the Customer’s contact persons that the Service Provider uses for invoicing, support and relationship management, the Service Provider is the controller, as set out in the privacy statement on its website.

Article 14. Liability

1. The Service Provider is only liable for direct damage resulting from a failure by the Service Provider in the performance of the Agreement.
2. The Service Provider is not liable for indirect damage, including but not limited to loss of profit, loss of revenue, loss of a claim or dispute, delay to a construction project, fines or third-party claims, to the extent permitted by law.
3. The Service Provider is not liable for damage arising from Output that a User approved or used without reviewing it, or that was sent via an automatic feature activated by the Customer (article 9), from incorrect or incomplete Customer Data, or from outages of third-party services (article 4.5).
4. The Service Provider’s total liability per calendar year is limited to the amount the Customer paid to the Service Provider in the 12 months before the event giving rise to the damage, unless the Quote sets a different cap.
5. The limitations in this article do not apply in the event of intent, fraud or gross negligence on the part of the Service Provider, nor in the event of failure to perform an essential obligation under the Agreement.
6. A claim for damages must be notified in writing within 6 months after the Customer became aware, or should have become aware, of the damage.

Article 15. Suspension and termination

1. Suspension for non-payment. If an invoice is still unpaid 15 days after the due date, the Service Provider sends a reminder. If payment is still outstanding 14 days after that reminder, the Service Provider may suspend access to the Service until full payment. The Agreement and the payment obligation continue.
2. The Service Provider may also suspend access immediately if use of the Service seriously jeopardises its security or operation, with immediate notice to the Customer.
3. Either party may terminate the Agreement in writing with immediate effect if the other party fails to remedy a serious breach within 30 days of a written notice of default, or in the event of bankruptcy or liquidation of the other party.
4. Data at the end. Until 30 days after the end of the Agreement, the Customer can export its Customer Data in a common format (such as PDF for the project file and CSV for structured data). After that, the Service Provider deletes the Customer Data within 60 days, except for what it is legally required to retain or what has already been anonymised under article 11.

Article 16. Changes to these terms

1. The Service Provider may amend these terms. An amendment is communicated by email at least 2 months in advance and applies from the next Period.
2. If an amendment materially disadvantages the Customer, the Customer may terminate the Agreement with effect from the date the amendment takes effect, at no cost.
3. Amendments that are required solely by a change in the law, or that do not disadvantage the Customer, may take effect sooner.

Article 17. Final provisions

1. Neither party is liable for a failure caused by force majeure.
2. The Customer may not transfer the Agreement without the Service Provider’s written consent. The Service Provider may transfer the Agreement in the event of a merger, acquisition, demerger or transfer of its activities, with notice to the Customer.
3. If a provision is invalid, the other provisions remain in force. The parties replace the invalid provision with a valid one that comes as close to it as possible.
4. The Agreement is governed by Belgian law.
5. Disputes are first discussed by mutual consultation. If this does not succeed within 30 days, the courts of the judicial district of the Service Provider’s registered office have exclusive jurisdiction.
6. These terms are drawn up in Dutch. In the event of a translation, the Dutch text prevails.