TERMS & CONDITIONS

A. General Provisions

Article 1 – Definitions
1.1. Boostifai: Refers to Boostifai, a part of Webshopcompany Commv, responsible for providing the SEO AI tool.
1.2. Licensee: The individual or company entering into an agreement with Boostifai for the use of the SEO AI tool.
1.3. Services: The services provided by Boostifai, including access to and use of the SEO AI tool via a browser, as described on www.boostifai.com and top-level domains (.be).
1.4. Agreement: The agreement (including these Terms and Conditions) between Boostifai and the Licensee for the provision of the SEO AI tool.
1.5. System: The equipment, software, and website managed by Boostifai that provides the Licensee access to the SEO AI tool.
1.6. Terms and Conditions: These General Terms and Conditions of Boostifai.

Article 2 – Applicability
2.1. These Terms and Conditions apply to all offers and agreements between Boostifai and the Licensee concerning the SEO AI tool.
2.2. The applicability of purchasing or other conditions of the Licensee is excluded.
2.3. The Licensee cannot claim consumer rights and does not enjoy protection such as the right of withdrawal, as the agreement is entered into in a business capacity.
2.4. Boostifai may unilaterally amend the Terms and Conditions. Changes will be communicated in writing or by email and will take effect fourteen (14) days after notification.
2.5. If the Licensee does not accept the changes, they may terminate the agreement effective on the date the amended terms come into force. The paid subscription fee will be refunded on a pro-rata basis.

Article 3 – Conclusion of Agreement
3.1. The Agreement is concluded by clicking the order button in the registration process on www.boostifai.com or by providing payment details via email, phone, or in writing.
3.2. Boostifai reserves the right to refuse a potential Licensee without providing reasons.

Article 4 – License
4.1. Boostifai retains ownership of all intellectual property rights to the SEO AI tool and related software.
4.2. Boostifai grants the Licensee a non-exclusive, non-transferable, and non-sublicensable right to use the SEO AI tool for the duration of the Agreement.
4.3. The usage right is limited to use by the Licensee for their own business activities.
4.4. The Licensee is not allowed to resell, rent, or make the SEO AI tool available to third parties in any other way.

Article 5 – Duration and Termination
5.1. The Agreement is entered into for the agreed duration or, in the absence of a specific duration, for a period of 1 year.
5.2. The Agreement will be automatically renewed for the duration of the original period unless terminated in writing with a notice period of 7 calendar days before the end of the period.
5.3. The Agreement cannot be terminated prematurely unless otherwise agreed.
5.4. Upon termination of the Agreement, the Licensee must delete all obtained information within two working days.

Article 6 – Rights and Obligations of Boostifai
6.1. Boostifai will endeavor to make the SEO AI tool continuously available but does not guarantee uninterrupted availability.
6.2. Boostifai is not responsible for the content of the Licensee's website or the quality of the products and services offered.
6.3. Boostifai may modify or expand the SEO AI tool with new functionalities, but changes that limit the core functionalities will be announced in advance.

Article 7 – Rights and Obligations of the Licensee
7.1. The Licensee obtains a non-exclusive and non-transferable right to use the SEO AI tool for their own business activities.
7.2. The Licensee is responsible for all use of the SEO AI tool and must use it in accordance with the agreed restrictions.
7.3. The Licensee is responsible for making their own backups of data and must timely communicate changes in contact information.
7.4. Unauthorized use of the SEO AI tool is not allowed, and the Licensee must behave according to the expectations of a careful user.
7.5. Boostifai reserves the right to suspend or terminate the Agreement if the Licensee does not comply with the conditions.

Article 8 – License Fee and Prices
8.1 The license fees and other rates provided by Boostifai are exclusive of VAT and other taxes unless stated otherwise. Each party involved is jointly and severally liable for payment.
8.2 Boostifai may adjust the price by emailing the Licensee with a notice period of thirty (30) days.
8.3 The Licensee may terminate the Agreement within thirty (30) days after notification of the price change. Paid license fees will be refunded on a pro-rata basis.
8.4 The Licensee may not offset or suspend payments due to alleged deficiencies in the Service.
8.5 If a Service is blocked, Boostifai may condition the unblocking on the payment of applicable fees.

Article 9 – Payment
9.1 The license fee is invoiced in advance for the period.
9.2 Payment must be made within fourteen (14) days of the invoice date, unless a direct payment method is used.
9.3 Boostifai may require advance payment and/or security for payment.
9.4 In the event of late payment, the Licensee is immediately in default and liable for statutory interest and additional costs, including extrajudicial costs.
9.5 Boostifai may suspend the Service for lack of timely payment without being liable for damages.
9.6 For payment terms longer than 45 days, Boostifai may disable the Service.
9.7 The Licensee must consult Boostifai before reversing a direct debit.

Article 10 – Warranty, Refunds & Complaints
10.1 Boostifai strives to rectify errors within three months of notification but does not guarantee uninterrupted software operation. Correction may incur costs if the software was specifically developed for the Licensee.
10.2 Boostifai is not responsible for lost data.
10.3 Security issues caused by the Licensee or third parties are not covered by the warranty. The Licensee must adequately secure their systems.
10.4 Without an acceptance test, the software is accepted in its current state. Complaints must be submitted immediately after activation.
10.5 Disputes over debits must be reported within 7 working days for a possible refund.
10.6 Interim termination of the Agreement is not possible with a refund of paid amounts.
10.7 Complaints do not suspend payment obligations.
10.8 Any service levels are only agreed upon in writing. Boostifai's measured availability serves as proof.

Article 11 – Intellectual Property Rights
11.1 Transfer of intellectual property rights is only possible by written agreement. Boostifai retains the right to use developed ideas and techniques for other purposes.
11.2 All intellectual property rights to the provided materials remain with Boostifai, are non-transferable, and non-sublicensable.
11.3 The Licensee may not remove or modify intellectual property designations.
11.4 Boostifai may implement technical measures to protect intellectual property rights. The Licensee may not remove or circumvent these.
11.5 The Licensee guarantees that no third-party rights are infringed and indemnifies Boostifai against third-party claims.
11.6 Boostifai is not obliged to data conversion unless agreed upon in writing.
11.7 The Licensee is not allowed to copy, reproduce, or modify the Service.

Article 12 – Liability
12.1 Boostifai's liability is limited to direct damages and a maximum of €50,000, unless there is intent or gross negligence.
12.2 Liability for indirect damage, such as consequential damage or data loss, is excluded.
12.3 Exclusions and limitations expire in case of intent or gross negligence by Boostifai.
12.4 Damage claims must be reported within twelve (12) days of occurrence and submitted within 24 months.
12.5 The Licensee indemnifies Boostifai for product liability when using materials provided by Boostifai.
12.6 Liability exclusions also apply to third parties Boostifai collaborates with.
12.7 Boostifai is not liable for shortcomings of external service providers.

Article 13 – Deadlines
13.1 Deadlines provided by Boostifai are indicative and non-binding.
13.2 In case of impending deadline overruns, the parties will consult about the consequences.
13.3 Boostifai is only in default after a written notice of default with a reasonable period for rectification.
13.4 Work can be postponed until previous phases are approved by the Licensee.
13.5 Deadlines are non-binding in case of changes to the Agreement or non-compliance by the Licensee.

Article 14 – Dissolution and Termination
14.1 Dissolution due to default requires a written notice of default and a reasonable period for rectification.
14.2 Performances and payment obligations already performed at dissolution are not undone.
14.3 Invoiced amounts remain due upon dissolution.
14.4 Agreements for an indefinite period can be terminated in writing with a reasonable period. Boostifai is not liable for damages caused by termination.
14.5 Interim termination of Agreements for a fixed period is

Article 15 – Force Majeure

15.1 Boostifai is not liable for obligations in case of force majeure, including failures by third parties, technical issues, and government measures.

15.2 If force majeure lasts longer than 30 days, the Licensee can terminate the Agreement without compensation of costs or damages.

15.3 In case of force majeure, Boostifai can suspend the performance of the Agreement without compensation for damages.

Article 16 – Advisory Services

16.1 Advice and information from Boostifai are non-binding and provided without guarantee.

16.2 Boostifai is not liable for damages resulting from advice or information unless there is intent or gross negligence.

Article 17 – Privacy

17.1 Boostifai respects the privacy of the Licensee and will process personal data in accordance with applicable privacy laws and the Privacy Policy and processor terms found on Boostifai's website. This privacy policy and processor terms are integral parts of this agreement. The Licensee consents to this processing of their personal data.

17.2 Boostifai is not responsible or liable for the processing of personal data by third parties, such as external hosting parties (if hosting is not through Boostifai).

17.3 If necessary for the performance of the agreement, the Licensee shall inform Boostifai in writing about how the Licensee complies with their data protection obligations.

17.4 The Licensee indemnifies Boostifai against claims from individuals whose personal data are registered or processed within a personal registration held by the Licensee or for which the Licensee is otherwise responsible under the law.

17.5 The responsibility for data processed by the Licensee via Boostifai's services lies entirely with the Licensee. The Licensee assures Boostifai that the content, use, and/or processing of the data is not unlawful and does not infringe upon any third-party rights. The Licensee indemnifies Boostifai against any third-party claims, for any reason, in connection with these data or the performance of the agreement.

Article 18 – Applicable Law

18.1 This agreement is governed exclusively by Belgian law.

18.2 The court in Hasselt has exclusive jurisdiction to settle disputes arising from or related to the agreement between the parties.

18.3 The Licensee is not entitled to transfer the rights and obligations under the agreement to a third party, including entities within the Licensee's group, without prior written consent from Boostifai. Boostifai is entitled to transfer the rights and obligations under the agreement to third parties. The Licensee hereby consents to such a transfer.

18.4 If one or more provisions of this agreement are null or voidable, the remaining provisions remain fully in effect. The parties will consult to agree on new provisions to replace the null or voided provisions, with as much regard as possible to the purpose and intent of the original provisions.

Article 19 – Notice and Takedown

19.1 The Licensee will always act carefully and lawfully towards third parties, particularly by respecting third-party intellectual property rights and other rights, respecting third-party privacy, not distributing unlawful data, not gaining unauthorized access to systems, not spreading viruses or other harmful programs or data, and refraining from criminal acts and other legal obligations.

19.2 To prevent or limit liability to third parties, Boostifai is entitled to take measures regarding actions or omissions by or for the risk of the Licensee. The Licensee shall immediately remove data and/or information from Boostifai's systems upon the first written request from Boostifai, failing which Boostifai is entitled to remove the data and/or information itself or make it inaccessible.

19.3 Boostifai is entitled to deny the Licensee access to its systems immediately and without prior notice in case of violation or threatened violation of the provisions of this article. This does not affect any other measures or the exercise of other legal and contractual rights by Boostifai against the Licensee. Boostifai is also entitled to terminate the agreement with immediate effect, without being liable to the Licensee.

19.4 Boostifai is not obliged to form an opinion on the merits of third-party claims or the Licensee's defense, nor to be involved in any dispute between a third party and the Licensee. The Licensee will need to deal directly with the relevant third party and inform Boostifai in writing and properly substantiated with documentation.

B. Affiliate Marketing Software

The provisions in this chapter 'Affiliate Marketing Software' apply, in addition to the General provisions of these Terms and Conditions, if Boostifai provides services in the field of 'Affiliate Marketing Software' and related services.

Article 20 – Definitions

For this chapter, additional definitions apply:

20.1 Advertising Material: The means made available by the Licensee in Boostifai's system to promote the Marketing Campaign.

20.2 Affiliate Service: The service offered by Boostifai, consisting of mediating the conclusion of marketing agreements between the Licensee and the Marketer by placing the Licensee's Marketing Campaign on its network, and offering network services to the Licensee and Marketer concerning the execution of these marketing agreements, hereinafter referred to as 'Network.'

20.3 Affiliate Software: The software developed and used by Boostifai in the Affiliate Service.

20.4 Reward: The reward received by the Marketer and/or Boostifai, paid by the Licensee, for the Affiliate Services and Marketing Agreement.

20.5 Click: A potential customer who navigates to the Licensee's website via a link provided by Boostifai through the Marketer's methodology.

20.6 Methodology: The online marketing methodology used by a Marketer to promote the Licensee's Marketing Campaign.

20.7 Marketing Agreement: The agreement between the Licensee and the Marketer outlining the terms, duration, and conditions under which the Marketer promotes the Licensee's designated products and/or services via their Methodology, including the Marketer's reward.

20.8 Marketer: The natural or legal person who promotes the Licensee's product or service based on a Marketing Agreement through their Methodology. The Marketer is an independent entrepreneur or individual and cannot be considered a subcontractor of Boostifai or the Licensee.

20.9 Marketing Campaign: All promotions launched by the Licensee for certain products and/or services in the Affiliate Service, for which Marketing Agreements with Marketers are sought.

20.10 Transaction: A transaction is a purchase, click, view, sign-up, or other action described in the Marketing Agreement, performed by or on behalf of a potential customer on the Licensee's website or a distributed page or app within Boostifai's network.

20.11 View: The display of an advertisement to a visitor.

Article 21 – Marketer

21.1 The Licensee pays the Marketer directly for the work performed. Boostifai is not a party to this agreement.

21.2 Concerning services offered by the Marketer, the Licensee concludes a direct agreement with the respective Marketer upon accepting an offer.

21.3 For such services, no agreement is formed between Boostifai and the Licensee, but between the respective Marketer and the Licensee. Boostifai is not a party to this agreement.

21.4 Boostifai is in no way liable for damages suffered by the Licensee in connection with (the execution of) the agreement regarding services offered by the Marketer.

21.5 The Licensee can at any time request Boostifai to immediately terminate cooperation with a Marketer for the Marketing Campaign. At Boostifai's request, the Licensee provides a brief explanation of the reasons for termination. Boostifai is not liable for any damage if this does not occur immediately.

Article 22 – Obligations

22.1 The Licensee agrees to provide Boostifai with all information, support, and cooperation reasonably required for Boostifai to perform its obligations under this agreement.

22.2 The Licensee commits to implementing the Affiliate Software on their websites, including all mobile versions and downloadable mobile applications, according to Boostifai's instructions, recognizing that proper implementation is necessary for the Affiliate Services.

22.3 The Licensee is responsible for their website(s) and the products or services sold on the website(s), the content and layout of a Marketing Campaign, and the activities therein. The Licensee ensures compliance with all applicable laws and regulations and indemnifies Boostifai from all claims, demands, and costs (including reasonable legal costs), damages, or other claims resulting from (i) the content of Advertising Material, Marketing Campaign, and/or the Licensee's website(s); (ii) logos, banners, trademarks, and other material provided by the Licensee to Boostifai; (iii) the sale, distribution, or marketing of products or services on the Licensee's website; or (iv) the Licensee's breach of this agreement.

22.4 The Licensee is responsible for drafting a description of their Marketing Campaign and Advertising Material.

22.5 Boostifai can remove the Marketing Campaign from the list of available Marketing Campaigns at any time if Affiliate Software issues or other problems that disadvantage the Marketer or Boostifai are not resolved within seven (7) days after written notice.

22.6 The Licensee grants Boostifai the right to use the Licensee's Marketing Campaign, Advertising Material, and customer data for providing the Affiliate Services (including verifying the owed Reward), research, technical development, analysis, promotional purposes, or in any other reasonable manner.

Article 23 – Best Efforts Obligation

23.1 Boostifai will use its best efforts to perform its Affiliate Service with care, in accordance with the agreements and procedures written down with the Licensee. All Affiliate Services of Boostifai are performed on a best-efforts basis, and Boostifai does not guarantee specific results.

23.2 Boostifai is not liable for damage or costs arising from the use or misuse of access or identification codes, Affiliate Software