Terms & Conditions

1. Definitions

In these terms and conditions, the following definitions apply:

• Client: The natural or legal person entering into an agreement with Portia Labs.
• Contractor: Portia Labs, operating as self-employed professional Lenny.
• Agreement: The agreement whereby Contractor commits to providing services to Client.
• Services: All work performed by Contractor under the agreement, including advice, implementation, training, and maintenance.

2. Applicability

2.1. These general terms and conditions apply to all quotes, agreements, and deliveries of services by Portia Labs.

2.2. Deviations from these conditions are only valid if agreed upon in writing.

2.3. If any provision of these conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force.

3. Quotes and Offers

3.1. All quotes are non-binding and valid for 30 days from the date of issue, unless stated otherwise.

3.2. Prices in quotes are excluding VAT, unless explicitly stated otherwise.

3.3. Changes to the assignment after it has been confirmed may result in adjustments to price and delivery time.

4. Execution of the Agreement

4.1. Contractor shall perform the services to the best of their knowledge and ability and in accordance with the standards of good workmanship.

4.2. Client shall ensure that all data and information indicated by Contractor as necessary for the execution of the agreement are provided to Contractor in a timely manner.

4.3. If the agreement consists of various phases, Contractor may suspend the execution of those parts belonging to a subsequent phase until Client has approved the results of the previous phase in writing.

5. Changes to the Agreement

5.1. If it appears during the execution of the agreement that it is necessary to change or supplement the work to be performed for proper execution, the parties shall adjust the agreement in mutual consultation.

5.2. Changes to the agreement may have financial and/or time consequences. Contractor shall set these out in writing in advance.

6. Intellectual Property

6.1. All intellectual property rights regarding software, scripts, documentation, and other materials developed by Contractor remain the property of Contractor, unless explicitly agreed otherwise.

6.2. Client obtains a non-exclusive, non-transferable license to use the delivered materials as necessary for the use of the services.

6.3. Client guarantees that they have all necessary rights to the materials provided to Contractor and indemnifies Contractor against third-party claims.

7. Confidentiality

7.1. Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in the context of the agreement.

7.2. Confidential information includes all information that parties have designated as confidential in writing, as well as all information whose confidential nature is apparent from its nature or content.

8. Payment

8.1. Payment must be made within 14 days of the invoice date, without discount or set-off.

8.2. If payment is not made within the specified term, Client is in default and Contractor is entitled to charge statutory (commercial) interest.

8.3. In case of non-timely payment, all costs of collection, both judicial and extrajudicial, are for the account of Client.

8.4. VAT reverse charge: Under Article 21, §2 of the Belgian VAT Code, VAT is shifted to the co-contractor (Client). The invoice states: "BTW verlegd — art. 21 §2 WB".

9. Liability

9.1. Contractor's liability is limited to direct damage resulting from an attributable shortcoming in the performance of the agreement.

9.2. Contractor's liability is in any case limited to the amount of the invoice to which the damage relates, or, if the damage relates to an agreement with a term of more than one year, to the amount of the fees over the last 12 months.

9.3. Contractor is not liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, and damage due to business stagnation.

9.4. Contractor is not liable for damage resulting from incorrect or incomplete information provided by Client.

10. Termination

10.1. Client may terminate an agreement with a term of more than one month at any time in writing, observing a notice period of one month.

10.2. Contractor is entitled to terminate the agreement with immediate effect if Client fails to fulfill their obligations under the agreement.

10.3. In case of early termination, Contractor is entitled to compensation for costs and work performed up to that point.

11. Force Majeure

11.1. In case of force majeure, Contractor is not obliged to fulfill their obligations under the agreement.

11.2. Force majeure includes all external causes, foreseen or unforeseen, over which Contractor cannot exert influence, but which prevent Contractor from fulfilling their obligations.

12. Disputes

12.1. All agreements between Contractor and Client are governed exclusively by Belgian law.

12.2. Disputes between parties shall initially be submitted to the competent court in the district where Contractor is established.

13. Personal Data

13.1. Contractor processes personal data in accordance with the GDPR. See our Privacy Policy for more information.

14. Company Information