Terms of Service

Effective Date: January 2025
Last Updated: January 2025

1. Agreement to Terms

By accessing or using the services of Onyx Consulting ("Onyx," "we," "us," or "our"), including our website at www.getonyx.eu and our AI consulting, infrastructure, and software services, you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access our services.

2. Company Information

Onyx Consulting
Brussels, Belgium
Email: legal@getonyx.eu
Website: www.getonyx.eu

3. Services Description

Onyx provides:

• AI infrastructure consulting and deployment
• Software development and integration services
• AI sovereignty and compliance advisory
• Managed AI appliance services
• Custom AI solution development
• Training and support services

Specific service details are defined in individual Service Agreements or Statements of Work ("SOW").

4. Use of Services

4.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or your organization.

4.2 Account Responsibilities

• Provide accurate and complete information
• Maintain the confidentiality of account credentials
• Notify us immediately of unauthorized access
• Accept responsibility for all activities under your account

4.3 Acceptable Use

You agree not to:

• Use services for illegal or unauthorized purposes
• Violate any applicable laws or regulations
• Infringe upon intellectual property rights
• Transmit malicious code or interfere with service operations
• Attempt to gain unauthorized access to our systems
• Use services to process data without proper legal basis

5. Consulting Services Terms

5.1 Service Agreements

Specific consulting engagements are governed by separate Service Agreements that incorporate these Terms.

5.2 Client Obligations

Clients must:

• Provide necessary access and information for service delivery
• Ensure legal basis for data processing
• Maintain appropriate licenses for software used
• Cooperate in good faith for project success

5.3 Deliverables

Unless otherwise specified in writing:

• Deliverables are provided according to SOW specifications
• Acceptance testing periods are defined per project
• Intellectual property rights are addressed in Service Agreements

6. Managed Infrastructure Services

6.1 Hardware Provision

For managed appliance services:

• Hardware remains Onyx property unless purchased outright
• Client is responsible for physical security and environmental conditions
• Maintenance and updates are provided per service level agreements
• Equipment must be returned upon service termination

6.2 Service Levels

Service level agreements (SLAs) are defined in individual contracts and may include:

• Uptime commitments
• Response time guarantees
• Support availability
• Performance benchmarks

7. Fees and Payment

7.1 Pricing

• Fees are specified in Service Agreements or quotations
• All prices are in Euros unless otherwise stated
• Prices exclude VAT and applicable taxes

7.2 Payment Terms

• Invoices are issued monthly or per agreement
• Payment is due within 30 days of invoice date
• Late payments accrue interest at 1.5% per month or maximum legal rate
• We reserve the right to suspend services for overdue accounts

7.3 Expenses

Reasonable travel and expense costs may be charged separately with prior agreement.

8. Intellectual Property

8.1 Onyx Property

We retain all rights to:

• Our methodologies, tools, and pre-existing materials
• Generic improvements and know-how
• Our trademarks, logos, and brand materials

8.2 Client Property

Clients retain ownership of:

• Their pre-existing intellectual property
• Their confidential information and data
• Custom deliverables as specified in agreements

8.3 License Grants

• We grant clients a license to use deliverables per agreement terms
• Clients grant us limited license to use their materials for service provision

9. Confidentiality

9.1 Mutual Obligations

Both parties agree to:

• Protect confidential information with reasonable care
• Use confidential information only for intended purposes
• Limit disclosure to authorized personnel
• Return or destroy confidential information upon request

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was rightfully known before disclosure
• Is independently developed
• Must be disclosed by law

10. Data Protection

10.1 GDPR Compliance

We process personal data in accordance with GDPR and our Privacy Policy.

10.2 Data Processing

For client data processing:

• We act as data processor or controller as applicable
• Data Processing Agreements are executed where required
• We implement appropriate technical and organizational measures

10.3 Data Sovereignty

We support data sovereignty by:

• Providing on-premise solutions
• Ensuring data remains within specified jurisdictions
• Offering air-gapped deployment options

11. Warranties and Disclaimers

11.1 Service Warranty

We warrant that services will be performed:

• In a professional and workmanlike manner
• In accordance with industry standards
• By qualified personnel

11.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11.3 No AI Warranty

We do not warrant that AI systems will:

• Be error-free or uninterrupted
• Produce specific outcomes or accuracies
• Meet all client expectations or requirements

12. Limitation of Liability

12.1 Liability Cap

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12.2 Exclusions

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

12.3 Essential Purpose

These limitations apply regardless of failure of essential purpose of any limited remedy.

13. Indemnification

13.1 Client Indemnification

Clients indemnify us against claims arising from:

• Client's use of services
• Violation of these Terms
• Infringement of third-party rights
• Client-provided data or materials

13.2 Onyx Indemnification

We indemnify clients against third-party claims that our services infringe intellectual property rights, subject to limitations in Service Agreements.

14. Term and Termination

14.1 Term

These Terms remain effective until terminated.

14.2 Termination

Either party may terminate:

• For convenience with 30 days written notice
• Immediately for material breach after notice and cure period
• Immediately for insolvency or bankruptcy

14.3 Effect of Termination

Upon termination:

• Outstanding fees become due
• Confidentiality obligations survive
• Client data is returned or deleted per agreement
• Licensed materials must cease being used

15. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, government actions, labor disputes, pandemics, or infrastructure failures.

16. General Provisions

16.1 Governing Law

These Terms are governed by Belgian law, excluding conflict of law provisions.

16.2 Jurisdiction

Disputes shall be resolved in the courts of Brussels, Belgium.

16.3 Entire Agreement

These Terms and referenced agreements constitute the entire agreement between parties.

16.4 Amendments

We may modify these Terms with 30 days notice for material changes.

16.5 Severability

If any provision is invalid, the remainder continues in effect.

16.6 Assignment

Neither party may assign without written consent, except for corporate reorganization.

16.7 Waiver

No waiver is effective unless in writing and signed.

16.8 Relationship

Nothing creates a partnership, joint venture, or agency relationship.

17. Export Compliance

Services are subject to export control laws. Clients must comply with all applicable export regulations and sanctions.

18. Anti-Corruption

Both parties comply with applicable anti-corruption laws and maintain ethical business practices.

19. Dispute Resolution

19.1 Good Faith Resolution

Parties attempt to resolve disputes through good faith negotiation.

19.2 Mediation

If negotiation fails, parties may agree to mediation before litigation.

19.3 Injunctive Relief

Either party may seek injunctive relief for breaches of confidentiality or intellectual property.

20. Contact Information

Legal Department
Onyx Consulting
Email: legal@getonyx.eu
Address: Brussels, Belgium

These Terms of Service are provided in English. Translations into Dutch, French, and German are available upon request.

For specific service agreements, managed infrastructure terms, or enterprise contracts, please contact our legal department.