Terms & Conditions | SmartAutomated

1. Introduction and Acceptance

These terms and conditions ("Terms") form a legally binding agreement between you ("Client", "you", or "your") and SmartAutomated ("Company", "we", "us", or "our") and apply to the use of our website, services, and all related automation solutions we offer.

By visiting our website or using our services, you confirm that you have read, understood, and agree to these Terms. If you do not agree, please do not use our services.

2. Definitions

"Services" refers to all automation solutions, consulting, development, and related services provided by SmartAutomated
"Deliverables" are all work outputs, automations, integrations, or materials created for the Client
"Project" refers to the specific project scope agreed between Client and Company
"Intellectual property" includes patents, copyrights, trademarks, trade secrets, and other proprietary rights

3. Our Services

SmartAutomated provides digital automation solutions, including but not limited to:

Workflow automation and process optimisation
Email and CRM automations
AI voice agents and calling systems
Custom AI assistants and chatbots
GEO optimisation for AI search engines
Bespoke automation solutions

The specific project scope, timing, and deliverables are set out per project in a separate project proposal or order confirmation ("OC") which, once accepted, forms part of these Terms.

4. Client Obligations

As Client, you agree to:

Provide accurate and complete information required for the project
Grant timely access to required systems, accounts, and data
Respond promptly to requests for feedback or approval
Confirm that you have the legal right to use the materials you provide
Not use our services for unlawful or prohibited purposes
Maintain the confidentiality of any login credentials we provide

5. Fees and Payment

5.1 Pricing

All rates are clearly stated in the project proposal or order confirmation. Unless stated otherwise, prices are expressed in euros (EUR) and exclude applicable VAT.

5.2 Payment Terms

A 50% deposit is required before the project starts
The remaining balance is due upon project delivery or according to agreed milestones
Invoices are payable within 14 days of receipt
Late payment may incur interest at 8% above the European Central Bank base rate

5.3 VAT

For clients based in the EU, VAT is charged at the applicable rate. Business clients in other EU member states may provide a valid VAT number for reverse-charge treatment.

6. Intellectual Property Rights

6.1 Client Ownership

Upon full payment, the Client obtains full ownership of all custom deliverables created specifically for the project, including automations, workflows, and custom code.

6.2 Company Ownership

SmartAutomated retains ownership of:

Existing tools, templates, and working methods
General knowledge and skills gained during the project
Reusable components or frameworks not developed specifically for the Client

6.3 Third-Party Materials

Software, APIs, or third-party services used in the project remain subject to their respective licence terms. The Client is responsible for maintaining any required subscriptions.

7. Confidentiality

Both parties agree to keep strictly confidential any confidential or sensitive information shared during the collaboration. This obligation applies for 3 years after the project's completion.

Confidential information does not include information that is publicly available, independently developed, or lawfully received from a third party.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

Services are performed with due skill and care
Deliverables broadly match the agreed specifications
We have the right to provide the services

8.2 Disclaimers

To the fullest extent permitted by law, we disclaim all other warranties, express or implied. We do not warrant:

Specific business outcomes, revenue increases, or cost savings
Uninterrupted or error-free operation of automations
Compatibility with future updates to third-party services

9. Limitation of Liability

To the fullest extent permitted by applicable law:

Our total liability is limited to the amount paid for the specific project
We are not liable for any indirect, incidental, special, or consequential damages
We are not liable for loss of profits, data, revenue, or goodwill
We are not liable for damages resulting from third-party service failures

Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot legally be excluded.

10. Term and Termination

10.1 Term

These Terms apply from the moment you visit our website or use our services, and remain in effect until all project obligations have been fulfilled.

10.2 Termination by the Client

The Client may terminate an ongoing project with 14 days' written notice. The Client remains responsible for payment of all work performed up to the termination date, plus any non-cancellable third-party costs.

10.3 Termination by the Company

We may immediately terminate or suspend services if the Client breaches these Terms, fails to make payments, or uses the services for unlawful purposes.

11. Indemnification

The Client indemnifies SmartAutomated against any claims, damages, or costs arising from:

The Client's breach of these Terms
The Client's violation of applicable law
Materials provided by the Client that infringe third-party rights
Unauthorised use of deliverables by the Client

12. Force Majeure

Neither party is liable for any failure or delay in performing its obligations resulting from circumstances beyond its reasonable control, such as natural disasters, war, terrorism, riots, government measures, pandemics, or infrastructure failures.

13. Dispute Resolution

13.1 Amicable Settlement

Both parties agree to first attempt to resolve any dispute amicably through mutual consultation before taking legal action.

13.2 Mediation

If an amicable settlement is not possible, the parties agree to submit the dispute to a mediator before initiating court proceedings.

14. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with Belgian law. All disputes fall under the exclusive jurisdiction of the Belgian courts.

For consumers resident in the EU, this choice of law does not affect the protection afforded by mandatory provisions of the law of the country of the consumer's habitual residence, including the Belgian Code of Economic Law.

15. Rights of EU Consumers

If you are a consumer within the European Union, you have certain statutory rights that cannot be waived:

Right of withdrawal: For distance contracts, you may have a 14-day cooling-off period. This right expires, however, once the services have been fully performed with your prior consent.
Statutory guarantees: Services must be performed with due skill and care, as required by law.
Out-of-court dispute resolution: You can use the EU's online dispute resolution platform at https://ec.europa.eu/consumers/odr

16. Changes to the Terms

We reserve the right to amend these Terms at any time. Changes will be published on this page with an updated effective date. For material changes affecting existing clients, we will give 30 days' advance notice by email. Continued use of our services after changes constitutes acceptance.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18. Entire Agreement

These Terms, together with any project proposals, order confirmations, and our privacy policy, constitute the entire agreement between you and SmartAutomated and supersede all prior negotiations, representations, or agreements relating to the subject matter.

19. Contact Details

For questions about these terms and conditions, contact us at:

SmartAutomated

Email: contact@smartautomated.be