GENERAL TERMS AND CONDITIONS
Version of 16 October 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 Services 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 Services.
§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) 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 provide only pseudonymised imaging data (including deidentified DICOM headers and, where possible, defaced head images). Where the Company processes personal data on behalf of the Client, it acts as processor and the separate data processing agreement applies, which prevails over these terms. All imaging data is deleted within 30 days after completion of the Services, unless otherwise agreed.
Article 5 - Payment
§1. The payment schedule is set out in the quotation. Unless the quotation provides otherwise: (a) for new Clients, with projects exceeding EUR 5,000 excl. VAT, an advance of 30% is invoiced upon signature of the quotation, and work starts after receipt of this advance; (b) the balance is invoiced per delivered batch or milestone as defined in the quotation, or otherwise upon final delivery.
§2. Invoices are payable within 30 days of the invoice date.
§3. Invoices are issued electronically via Billit: to Clients with a Belgian VAT number via the Peppol network, and to other Clients by email to the address provided upon signing the quotation. The Client must notify the Company immediately of any change in invoicing details. The Company is not liable for invoices that do not arrive because of incorrect or outdated details, and no additional payment period is granted in that case.
§4. If the Client requires a purchase order or other reference on invoices, it must provide this before work starts. A missing reference does not postpone the due date.
§5. Any dispute about an invoice must be sent in writing, with reasons, within 15 days of the invoice date. After that period the invoice is deemed accepted. Any undisputed part remains payable on the due date.
§6. If an invoice remains unpaid after its due date, the Company may, after written notice, suspend further work until payment is received. Delivery deadlines are extended accordingly.
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 amount, with a minimum of EUR 50, without prejudice to the statutory compensation for recovery costs under the Act of 2 August 2002 and to a judicial claim for higher proven damages.
§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 quoted price of the services not yet performed 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 Company, 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 Company.
§4. In the event of damage resulting from a failure to fulfil a contractual obligation by the Company, 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 Company 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 Company 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.
§4. These obligations continue for three years after the end of the contract. Obligations regarding personal data and trade secrets continue for as long as the information retains that character. The Company may only name the Client as a reference, or show examples derived from its data, with the Client’s prior written consent.
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. The Client retains all rights to the imaging data it provides; the Company acquires no rights to it. Upon full payment, all intellectual property rights in the deliverables (segmentations, annotations, label maps and reports) are transferred to the Client, worldwide, for the full legal term, for all forms of use, including training and commercialisation of AI models, publication and sharing with third parties. The Company retains all rights to its own methods, protocols, know-how and tools, and may reuse general knowledge gained, but not the Client’s data or deliverables.
Article 13 - Personal data
§1. The Company processes the personal data of the Client and its contact persons (such as name, organisation, address, email address, telephone number and enterprise number) as controller, in accordance with the GDPR and its Privacy Policy, available at www.matheliosannotations.com. The Privacy Policy describes the purposes, legal bases, retention periods and the Client’s rights, including the right to lodge a complaint with the Belgian Data Protection Authority.
§2. Imaging data that the Client provides for the Services is processed by the Company as processor on behalf of the Client, under Article 4 §2 and the separate data processing agreement.
Article 14 - Acceptance and Complaints
§1. The Client reviews each delivered batch within 15 working days of delivery and reports any substantive errors in writing, stating the reasons. The quotation states how many correction rounds are included. The Company corrects justified errors within a reasonable period. The Client then has a new period of 10 working days to review the corrected items. Without a written objection within these periods, the batch is deemed accepted. Additional corrections beyond the included rounds, or changes to the annotation protocol requested after delivery, are invoiced separately.
§2. Any other complaint must be submitted in writing, by letter or by email to info@matheliosannotations.com, within 15 calendar days after the Client became aware of the event giving rise to it, or reasonably should have.
§3. The Company will do everything in its power to reach an amicable solution. If a complaint is accepted, the Company’s obligation is limited to the value of the Services concerned.
§4. Submitting a complaint does not suspend payment of undisputed amounts.
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.