GENERAL TERMS AND CONDITIONS
Version of 24 March 2026
These general terms and conditions govern the contractual relationship between the client and MATHELIOS ANNOTATIONS CommV, with its registered office at Hazelaarkouter 47, 8700 Tielt, registered with the Crossroads Bank for Enterprises under number BE1034.753.042; Hereinafter referred to as the 'Company'; 'Client' refers to any person, private individual or company, making use of the services of the Company.
Article 1 - General
§1. These general terms and conditions govern the contractual relationship between the Client and the Company.
§2. The Company carries out its activities in the field of manual annotation and segmentation of medical imaging data (both anatomical and pathological). In addition, the Company may, at the request of the client, also provide lectures and training on (neuro)anatomy.
§3. These general terms and conditions take precedence over all other general terms and conditions. They may be amended at any time by the Company, provided they are communicated to the Client as soon as possible. The new version of the general terms and conditions will only apply to contracts concluded after its entry into force.
§4. The Client is bound by these general terms and conditions upon signing the quotation referred to in Article 2. The Client is deemed to have read and understood them. If the quotation is transmitted and validated electronically, the client is bound by these general terms and conditions as soon as the agreement has been sent electronically to the company or confirmed in writing by the company, in any form whatsoever.
Article 2 - Quotations, prices and contractual documents
§1. In all cases, a preliminary exchange between the Company and the Client is required. Following this exchange, the Company will draw up a quotation for the desired service(s) and/or product(s) to be delivered. This quotation is valid for 30 calendar days.
§2. For each Service requested by the Client, the Company must draw up a precise quotation based on the request formulated by the Client, containing the date or dates of execution, the place of execution, and the price of the various services ordered by the Client. The Company can only perform its Services on the basis of information provided by the Client. The Client therefore undertakes to communicate that information within the timeframes agreed with the Company. Failing this, the Company will no longer be able to guarantee the proposed schedule for the execution of the Services.
§3. Any amendment requested by the Client after delivery of the quotation will result in a revision of the quotation and, where applicable, of the cost of the Service(s) and/or Product(s).
§4. The Client's agreement to the content of the quotation may be given: (i) by signing the quotation, together with the handwritten notation 'agreed' and the date of signing; (ii) by confirmation via email.
§5. In any event, the signed quotation may be returned by post or by email, provided that the client's consent is clear, identifiable and unambiguous.
§6. In the event that the quotation was issued electronically by the Company, including through the exchange of emails, the Client expressly accepts that this exchange constitutes the contractual relationship and may serve as evidence of its existence.
Article 3 - Discounts
Reductions or discounts may be granted to the Client. Their granting does not in any case constitute a right of the Client. In granting them, account is taken of the existing professional relationship between the Company and the Client, as well as the nature and number of Service(s) requested. Furthermore, they are strictly linked to the quotation in question and are in no way general.
Article 4 - Specific provisions relating to the Services
§1. In order to carry out the Services efficiently and optimally, the Client undertakes to: (i) provide the Company with the information and documents necessary for the proper execution of the said Services; (ii) grant access to all installations, equipment and locations to which the Services relate; (iii) authorise the delegation of all or part of the Services to third parties to the contract to which these general terms and conditions apply, following specific information provided by the Company.
§2. The Client undertakes to anonymise all images before providing them to the Company in the context of the Assignment. Upon completion of the Assignment, the Company will delete all images received, ensuring that no storage or further processing of any kind takes place.
Article 5 - Payment
§1. The Client undertakes to make payment as follows: a single payment at the end of the service delivery. Invoices are payable within 30 days of the date of issue.
§2. The invoice will be sent by the Company to the Client by email (Billit), to the email address provided by the Client upon signing the quotation. The Company is in no way liable if the email address provided by the Client proves to be incorrect. Furthermore, the Client must immediately notify the Company of any change to the email address of the contact person. No additional payment period will be granted to the Client who has not communicated a change of email address for the sending of the invoice(s).
Article 6 - Late payment
§1. With regard to companies: For each invoice that is wholly or partially unpaid on the due date, a default interest will be charged by operation of law, without prior notice, in accordance with the statutory interest rate for late payment in commercial transactions. In addition, the Company reserves the right to claim, without prior notice of default, a flat-rate compensation of 10% of the outstanding invoice amount, with a minimum of one hundred euros (EUR 100.00), without prejudice to a judicial claim for compensation for higher proven damages. Recovery costs will also be borne by the Client.
§2. With regard to consumers: In the event that the Client has not paid an invoice by the due date, the Client will first receive a free notice of default in the form of a first reminder. After the expiry of a period of at least fourteen calendar days starting from the third working day after the reminder is sent to the Client by post, or the day after electronic sending of this reminder, the Company is entitled to default interest at the reference interest rate increased by eight percentage points as referred to in Article 5, second paragraph, of the Act of 2 August 2002 on combating late payment in commercial transactions, on the outstanding amounts. In addition, the Company is entitled to a flat-rate compensation: a) EUR 20 if the outstanding balance is less than or equal to EUR 150; b) EUR 30 plus 10% of the amount owed on the tranche between EUR 150.01 and EUR 500 if the outstanding balance is between EUR 150.01 and EUR 500; c) EUR 65 plus 5% of the amount owed on the tranche above EUR 500, with a maximum of EUR 2,000, if the outstanding balance exceeds EUR 500.
Article 7 - Best efforts obligation
The Company is only bound by a best efforts obligation, unless expressly stated otherwise. The Company undertakes to do everything in its power to perform the Service. However, the Company is not required to deploy means that are disproportionate to the objective to be achieved.
Article 8 - Delivery timeframes
§1. The Company will, at the Client's request, indicate a timeframe for the execution of the desired Services. This timeframe is provided for information purposes only and may be extended for reasons beyond the Company's control (e.g. illness, accident, force majeure, technical and/or IT issues).
§2. In such cases, the Company does not owe the Client any payment as compensation for the delay.
§3. Any delay attributable to the Client will result in an extension of the delivery timeframes.
Article 9 - Cancellation fee
§1. A Service that has been commenced and is cancelled by the Client is due in proportion to the Services already performed.
§2. In the event of cancellation of a Service by the Client or the Company, outside cases of force majeure, the cancelling party owes a compensation of 15% of the invoiced amount as a penalty clause for the early termination of the contract. This compensation may be claimed without prior notice of default.
Article 10 - Limitation of liability
§1. The Company provides segmentations and annotations ('Ground Truth Data') solely as supporting material for research, development or medical purposes. The Company does not itself build, train or implement (medical) algorithms, AI models or software applications and exercises no control over the manner in which the data it provides is integrated into medical or other applications.
§2. The Client bears full and exclusive responsibility for any processing, integration, application or clinical deployment of the data provided by the Company, as well as for compliance with all applicable (medical) regulations. The Company cannot under any circumstances be held liable for direct or indirect damage, errors, loss or consequences arising from the use of the segmentations in AI systems, medical applications or decision-support tools.
§3. The liability of the Service Provider, whether contractual, non-contractual or otherwise, is strictly limited to the total amount actually paid by the Client for the service in question. In no case may this liability exceed this amount, except in the case of gross negligence or wilful misconduct on the part of the Service Provider.
§4. In the event of damage resulting from a failure to fulfil a contractual obligation by the Service Provider, compensation will primarily take the form of financial compensation. Remedy in kind may only be required if expressly agreed between the parties and if reasonably feasible.
§5. The Service Provider cannot be held liable for indirect or immaterial damage suffered by the Client, including but not limited to: loss of profit or income, damage to image or reputation, loss of commercial opportunities.
§6. Only certain, real and proven damage may give rise to any compensation. Future hypothetical damage or insufficiently proven damage is expressly excluded from any compensation.
§7. Costs incurred by the Client to prevent imminent damage or to limit the worsening of existing damage are only borne by the Service Provider with the latter's prior written consent. In the absence thereof, these costs remain at the Client's expense.
§8. For any situation not expressly governed by these General Terms and Conditions, the supplementary provisions of Book 6 of the Belgian Civil Code apply.
§9. Natural persons who are not party to this Agreement, including directors, managers and executives of the Parties (hereinafter the 'Protected Third Parties'), cannot be held personally liable, either contractually or non-contractually, for the performance or non-performance of this Agreement, except in the case of gross negligence or wilful misconduct on their part.This limitation does not apply to third parties contractually involved in the performance of this Agreement, such as subcontractors or technical partners, whose liability may be invoked under the rules of common law, regardless of their relationship with one of the Parties.The Parties nonetheless remain responsible for their own contractual obligations and those of their subcontractors in the context of the performance of this Agreement.
§10. The Company can only perform the Services if the Client has provided all the necessary elements required for the performance of the Services and has in no way failed to provide it with information that may affect the result of the Services.
§11. The Company is only liable for compliance with its legal and contractual obligations and for direct damage caused by its actions. The Company is in no case liable for indirect damage, damage caused to third parties, loss of profit for the Client, unexpected results, or direct or indirect damage resulting from improper use of equipment.
§12. In no case is the Company liable for a cancellation or postponement of the Service for reasons beyond its control, such as a (international) total or partial strike by third parties outside the contractual relationship, natural disasters, (threat of) attacks, computer or technical problems, war, pandemic, administrative decisions, illness or incapacity of the service provider, etc.In the event of such an occurrence, the contractual obligations of the Parties are suspended for the duration of the event and both the client and the company undertake to agree on a new date for the service delivery.Either Party may terminate the contract if the force majeure situation persists for more than three months.
Article 11 - Confidentiality
§1. Confidential data relating to both the Client and the Company and to third parties involved in the contractual relationship, collected in any manner and primarily through email exchanges, verbal exchanges, as well as all future information, are intended solely for the performance of the contract and communication between the parties. They may not be disclosed or transferred to third parties not authorised by the parties.
§2. Both the Company and the Client must observe the confidentiality of the information and use the information only to the extent strictly necessary for the fulfilment of their respective obligations.
§3. In the event of non-compliance with this confidentiality principle, both the Company and the Client may claim compensation for damages suffered from the accused party.
Article 12 - Intellectual property
§1. The entire content of the Company's website is the property of the Company. This content is protected by copyright. As such, this content may not be copied, reproduced or used for purposes other than those that may be assigned to the Client, without the consent of the Company, as owner of the website.The Company cannot guarantee the compatibility of the website with the hardware or software used by the Client.
§2. All elements produced by the Company and made available to the client are subject to intellectual property legislation and in particular to copyright law. The Company expressly authorises the Client to use them within the framework and limits of the Services and for purposes related to their execution. Any other use, in particular but without limitation, reproduction or communication to third parties, is subject to the express consent of the Company, which may in such cases require payment of the copyright fee.
Article 13 - Personal data
§1. All personal data of the client as defined in the European Data Protection Regulation 2016/679 (GDPR) are processed in accordance with this regulation. These data are only processed and retained for the proper execution of the contractual relationship between the parties and are in no case transferred to third parties for any other purpose.
§2. The data retained by the Company are as follows: surname, first name, address, email address, telephone number, company number.
§3. The Client has the possibility to: (i) object, upon simple request and free of charge, to the processing of their personal data, for serious and legitimate reasons, unless such objection makes the proper execution of the contractual relationship between the parties impossible; (ii) obtain free access to the data concerning them held by the Company and obtain the correction of incomplete, inaccurate or irrelevant data; (iii) request that the Company delete the data concerning them, insofar as the Company is not obliged to retain the data due to a legal obligation; (iv) request the portability of their data held by the Company to a third party; (v) where applicable, withdraw their consent at any time for the processing of data based solely on consent.Any request regarding the above must be addressed in writing to the registered office of the Company, by letter or by email to info@matheliosannotations.com.
§4. The Company may disclose personal information to third parties at the request of any authority legally empowered to make such a request. It may also disclose it if such a transfer is required in good faith to comply with laws and regulations, to protect or defend its rights or property.
Article 14 - Complaints
Any complaint by the Client, with the exception of any complaints referred to in a specific article, must be submitted in writing no later than 3 days after the occurrence of the event giving rise to the complaint, with the postmark serving as proof. The Company undertakes to do everything in its power to find an amicable solution acceptable to all parties. Insofar as the Client submits a complaint within the timeframes mentioned above and insofar as the Company accepts this complaint, the amount of the complaint remains limited to the value of the Products or Services in question.
Article 15 - Severability
The possible nullity of a provision of these general terms and conditions does not affect the validity of the general terms and conditions as a whole. If a clause is declared null and void, the parties undertake to conclude a clause of equivalent scope and to include it in these general terms and conditions.
Article 16 - Applicable law
Belgian law applies to these general terms and conditions and to any dispute regarding the validity, interpretation or execution of these general terms and conditions.
Article 17 - Dispute resolution and competent courts
In the event of a dispute, the parties will, in the first instance and to the extent possible, attempt to reach an amicable settlement. If no amicable agreement appears possible, the courts of the judicial district of the Company's registered office shall have jurisdiction.