General Terms of Sale and Use

Version of 14 September 2026

Article 1. Identification

These general terms and conditions of sale and use (hereinafter the "General Terms") govern access to and use of the ALIOS platform (hereinafter the "Platform"), as well as the provision of the services offered by:

GIVEACTIONS SRL
1, rue des Phlox, 1170 Brussels
BE0734.404.222
maximevdm@giveactions.com

(hereinafter "GiveActions" or the "Provider").

"The Client" means any company, association, organisation or other legal entity or professional that uses the Platform or subscribes to an offer proposed by the Provider.

These General Terms are primarily intended for professional users (B2B).

Use of the Platform implies full and unreserved acceptance of these General Terms.

Article 2. Purpose

The purpose of these General Terms is to set out the conditions under which the Provider makes available to the Client a software solution enabling, in particular, the analysis of advertising, commercial, institutional or environmental communications by means of artificial intelligence technologies.

The Platform is intended, in particular, to help the Client identify certain potential risks relating to communications that may display characteristics of greenwashing, having regard in particular to applicable Belgian legislation and the ethical rules applicable to advertising.

The Platform is a decision-support tool.

It does not constitute a legal advisory service, legal advice, a certification, or a regulatory or ethical validation of a communication.

Article 3. Description of the Service

The Service allows the Client to submit various types of content to the Platform, in particular files containing texts, images, videos or other communication materials compatible with the Platform.

This content is analysed by the system in order to produce a result comprising, depending on the features available at the time of use:

  • a verdict or an assessment of the level of risk identified;
  • the identification of certain elements likely to be problematic;
  • explanations relating to the elements detected;
  • recommendations intended to help the Client improve or reconsider its communication.

The content, format and features of the Service may change over time, in particular in order to improve the quality, security or performance of the Platform.

The results of the analyses are accessible to the Client via its account and may be retained in an analysis history.

Unless otherwise indicated, the results cannot be downloaded from the Platform.

Article 4. Indicative nature of the results and limitations of artificial intelligence

The Client expressly acknowledges that the results provided by the Platform are indicative and constitute solely an aid to analysis and decision-making.

In particular, a favourable, unfavourable or intermediate result in no way constitutes a guarantee:

  • that a communication complies with applicable legislation;
  • of compliance with the ethical rules of advertising;
  • of the absence of greenwashing;
  • of the absence of legal, regulatory, reputational or commercial risk;
  • of the absence of any challenge by an authority, a competitor, a consumer, an association or any other third party.

Artificial intelligence technologies may produce results that are incomplete, imprecise, erroneous or insufficiently contextualised.

The Client remains solely responsible for the final assessment of its communications and for any decision taken on the basis of, in particular, a result or recommendation provided by the Platform.

The Provider recommends that the Client, where the nature or importance of the communication so warrants, carry out a human review and, where appropriate, seek legal or specialist advice before any publication or dissemination.

In particular, the fact that a communication obtains a favourable result on the Platform must not be interpreted as a formal authorisation to publish or disseminate that communication.

Article 5. Legislation and rules taken into account

The Platform is designed, in particular, to analyse communications in the light of Belgian legislation and the ethical rules of advertising incorporated into its methodology and analysis systems.

The Client nevertheless acknowledges that regulations, case law, recommendations, codes of ethics and the practices of the competent authorities and bodies may change.

The Provider therefore does not guarantee that the results produced at any given time reflect exhaustively or definitively all of the rules applicable to a particular situation.

The Platform does not replace the assessment of a competent administrative, judicial, regulatory or ethical authority.

Article 6. Account creation and access

Use of certain features of the Platform requires the creation of an account.

The Client undertakes to provide accurate information and to keep it up to date.

Login credentials are personal and must be kept confidential.

The Client is responsible for any use made by means of its account, except in the event of fraudulent use attributable to the Provider.

The Client must inform the Provider without delay of any unauthorised use or any suspected compromise of its credentials.

Article 7. Free offers and subscription

The Provider may offer:

  1. a free or "freemium" version of the Platform;
  2. free trial periods;
  3. promotional codes or access codes entitling the holder to a set number of analyses or to a period of free use;
  4. paid subscriptions.

The conditions applicable to each offer are those indicated on the Platform at the time of subscription.

Free offers, promotional codes and trial periods may be subject to specific conditions, in particular a duration, a maximum number of analyses or a limitation of certain features.

Unless otherwise indicated, promotional codes and trial periods are personal, non-transferable and may not give rise to any financial compensation.

Article 8. Paid subscriptions

Subscriptions are taken out for a fixed term indicated at the time of the order.

The subscription may, in particular, provide for:

  • a set number of tests or analyses per month;
  • a fixed term in months;
  • specific features;
  • a set price.

Tests or analyses not used during a monthly period cannot be carried over to the following period, unless otherwise indicated in the subscribed offer.

Information on any automatic renewal will be set out in the offer proposed to the Client.

On expiry of the subscribed period, access to the paid features ends, unless a new subscription is taken out.

Article 9. Prices and payment

The applicable prices are those indicated on the Platform or in the quotation accepted by the Client.

Prices are stated excluding VAT, in accordance with the terms specified at the time of subscription.

Payment is currently made by bank transfer to the account indicated by the Provider.

Unless otherwise agreed, payment must be made within the period indicated on the invoice.

In the event of late payment, the Provider may, after formal notice where such notice is required, suspend access to the paid features until full payment of the sums due, without prejudice to its other rights.

Any interest and compensation due in the event of late payment shall be those provided for by applicable legislation and/or by the specific conditions agreed with the Client.

Article 10. Authorised use

The Client undertakes to use the Platform in accordance with:

  • these General Terms;
  • applicable laws and regulations;
  • the rights of third parties;
  • the security and usage rules communicated by the Provider.

In particular, the Client warrants that it holds the rights and authorisations necessary to transmit to the Provider the content it submits to the Platform.

The Client remains responsible for the lawfulness of the content transmitted.

Article 11. Prohibited uses

The Client is prohibited, in particular, from:

  • using the Platform for purposes contrary to the law or to public order;
  • knowingly transmitting content whose transmission or processing is unlawful;
  • attempting to circumvent the technical or commercial limitations of the Platform;
  • making fraudulent use of the Platform;
  • disrupting or attempting to disrupt its operation or security;
  • reverse engineering, disassembling or decompiling the software, except within the mandatory limits provided for by law;
  • reproducing, copying, reselling or commercially exploiting all or part of the Platform without authorisation;
  • using the Platform to develop or train a competing service by using the protected elements of the Platform;
  • sharing its credentials in a manner contrary to the conditions of its offer.

The Provider may suspend or restrict access to an account in the event of a serious or repeated breach of these General Terms, subject to the rights available to the Client under applicable legislation.

Article 12. Content transmitted by the Client

The Client retains all of its rights in the content, documents, texts, images, videos, files and data that it transmits to the Platform ("Client Content").

The Client grants the Provider only the rights necessary to host, store, process and analyse the Client Content in the context of providing the Service.

The Provider undertakes not to publish, market, disclose or make available to third parties the Client Content or the detailed results of the analyses, except:

  • with the prior consent of the Client;
  • where this is necessary for the provision of the Service;
  • where disclosure is required by law or by a competent authority.

The Provider will not reuse the Client Content for purposes unrelated to the provision of the Service, in particular for marketing or publication purposes.

Article 13. Analysis results and aggregated statistics

The detailed results of the analyses carried out on behalf of the Client are intended for the Client and remain under its control.

The Provider will not use a Client's detailed results to communicate them to a third party without the Client's prior authorisation, except where required by law.

The Provider may, however, produce and use aggregated statistics and data, provided that these are sufficiently aggregated or anonymised so as not to allow the identification of the Client, its communication, its content or a data subject.

Such aggregated data may, in particular, be used for purposes of:

  • statistics;
  • trend analysis;
  • general improvement of the Service;
  • institutional or commercial communication, in a form that does not allow the Client or its content to be identified.

No external communication presenting a result or analysis identifiable as belonging to a Client will be made without that Client's prior consent.

Article 14. Intellectual property of the Provider

The Provider remains the holder of all intellectual property rights relating to the Platform and its components, in particular:

  • the software;
  • the source code and object code;
  • the technical architecture;
  • the algorithms;
  • the artificial intelligence models, configurations and systems developed or used by the Provider;
  • the interface;
  • the trademark;
  • the trade name;
  • the analysis methodology;
  • the databases;
  • the documentation;
  • the website;
  • as well as any associated element or development.

No provision of these General Terms may be interpreted as transferring to the Client any ownership right in these elements.

The Client benefits only from a right to access and use the Platform for the duration of its subscription or of its authorisation to use.

Article 15. Ownership of Client data

The Client remains the holder of the rights it holds in the Client Content and the data that it transmits to the Platform.

The Client warrants that it holds the rights necessary to allow their processing in the context of the Service.

These General Terms do not transfer to the Provider any ownership right in the Client Content.

Article 16. Protection of personal data

The parties undertake to comply with the applicable regulations on the protection of personal data, in particular the General Data Protection Regulation ("GDPR").

Where the Provider processes personal data on behalf of the Client in the context of providing the Service, the parties agree, where applicable, to enter into a data processing agreement ("Data Processing Agreement" or "DPA") specifying their respective obligations.

The Client remains responsible for ensuring that the content it transmits to the Platform may lawfully be processed in the context of the Service.

The Provider implements appropriate technical and organisational measures to protect the data processed in the context of the Service, taking into account, in particular, the nature of the data and the associated risks.

The data are hosted on the IT infrastructure used by the Provider.

The Provider uses, in particular, artificial intelligence technologies and services supplied by Google for the operation of certain features of the Platform.

The detailed arrangements relating to providers, sub-processors, any data transfers, retention periods, security measures and the respective roles of the parties are set out, where applicable, in the Privacy Policy and/or the applicable DPA.

The Client may request the deletion of its data and its analyses, subject to any applicable legal retention obligations.

Article 17. Confidentiality

The Provider undertakes to preserve the confidentiality of the confidential information communicated to it by the Client in the context of the use of the Service.

The following, in particular, are considered confidential, unless they are already public:

  • the communications submitted for analysis;
  • the detailed results;
  • non-public commercial information;
  • technical and strategic data communicated by the Client.

This obligation does not apply where the disclosure of information is required by a legal obligation or a decision of a competent authority.

Article 18. Availability and evolution of the Service

The Provider uses reasonable efforts to ensure the availability and proper operation of the Platform.

However, the Provider does not guarantee permanent or uninterrupted availability.

The Platform may, in particular, be temporarily unavailable due to:

  • maintenance operations;
  • updates;
  • technical problems;
  • failures of a third-party supplier;
  • events beyond the reasonable control of the Provider;
  • circumstances constituting force majeure.

The Provider may change the features, interface, analysis methods or technical components of the Platform where this is necessary or useful for improving the Service, subject to the rights of the Client and the applicable contractual obligations.

Article 19. Liability of the Provider

The Client expressly acknowledges that the Platform is a decision-support tool and that the results it provides do not constitute a guarantee that a communication is compliant.

In particular, the Provider cannot be held liable for the fact that a communication:

  • is subsequently considered to constitute greenwashing;
  • is challenged;
  • is considered non-compliant by an authority, a self-regulatory body, a court or a third party;
  • results in a sanction, a request for modification, a withdrawal or a ban on dissemination;
  • causes commercial, reputational or financial harm to the Client.

Nor can the Provider be held liable for any decision taken by the Client or by a third party on the basis of a result provided by the Platform.

The Client remains solely responsible for the decision to publish, disseminate, modify or withdraw a communication.

To the extent permitted by applicable law, the liability of the Provider is limited to direct, foreseeable and proven damage resulting from a contractual breach actually attributable to it.

In particular, the Provider cannot be held liable for indirect or consequential damage, such as, without this list being exhaustive:

  • loss of turnover;
  • loss of profits;
  • loss of opportunity;
  • damage to image or reputation;
  • commercial loss;
  • loss resulting from a decision taken by the Client on the basis of an analysis.

Unless otherwise provided by mandatory law, the total liability of the Provider, for all causes of action combined, is capped at the amount actually paid by the Client to the Provider for the Service during the twelve (12) months preceding the event giving rise to the damage.

No provision of this article shall have the effect of excluding or limiting any liability that cannot lawfully be excluded or limited.

Article 20. Liability of the Client

The Client is solely responsible for:

  • the content it transmits;
  • the rights it holds in that content;
  • the lawfulness of its use;
  • decisions taken on the basis of the Platform's results;
  • the publication and dissemination of its communications;
  • compliance with the legal, regulatory and ethical obligations applicable to it.

The Client undertakes to indemnify the Provider, to the extent permitted by law, against third-party claims resulting directly from content supplied by the Client or from unlawful use of the Platform by the Client.

Article 21. Force majeure

Neither party may be held liable for a failure resulting from an event reasonably beyond its control that prevents or delays the performance of its obligations, in accordance with the applicable mandatory rules.

The affected party shall inform the other party within a reasonable time of the occurrence of the event and shall take reasonable measures to limit its consequences.

Article 22. Suspension and termination

The Provider may temporarily suspend access to the Platform where this is necessary in order to:

  • ensure the security of the Service;
  • prevent fraudulent use;
  • carry out urgent maintenance;
  • comply with a legal obligation;
  • respond to a serious breach of these General Terms.

Where circumstances permit, the Provider shall inform the Client in advance.

In the event of a serious or repeated breach by the Client of its obligations, the Provider may terminate the contract in accordance with the applicable legal rules, after formal notice where such notice is required.

Termination or expiry of a subscription ends the right of access to the paid features.

Clauses which, by their nature, are intended to survive the end of the contract, in particular those relating to intellectual property, confidentiality, liability and data protection, remain applicable after such end.

Article 23. Deletion of data

On expiry or termination of the Service, the Client's data are retained for the period provided for in the Privacy Policy and/or the applicable DPA.

The Client may request the deletion of its data and its analysis history.

Deletion may be subject to certain technical constraints or legal retention obligations.

Once data have been deleted, they can in principle no longer be recovered by the Client.

Article 24. Amendments to the General Terms

The Provider may amend these General Terms where necessary, in particular due to legal, regulatory, technical or commercial developments.

Any substantial amendment will be brought to the Client's attention within a reasonable period before it enters into force where applicable legislation so requires.

The new General Terms apply to new subscriptions and, under the conditions permitted by law, to ongoing contractual relationships.

Article 25. Partial invalidity

If any provision of these General Terms is declared null, unlawful or unenforceable, the other provisions remain fully applicable.

The parties shall endeavour to replace the provision concerned with a valid provision having an economic and legal effect as close as possible to the original intention.

Article 26. Governing law and jurisdiction

These General Terms are governed by Belgian law, subject to any applicable mandatory provisions.

Any dispute relating to the validity, interpretation, performance or termination of these General Terms shall, failing amicable resolution, be submitted to the competent courts of Brussels, subject to the applicable mandatory rules on territorial jurisdiction.

Article 27. Entire agreement

These General Terms, supplemented where applicable by the specific conditions, the description of the subscribed offer, the Privacy Policy and the applicable DPA, constitute all of the contractual documents governing the use of the Service.

In the event of any conflict, the documents specifically negotiated with the Client prevail over these General Terms, unless otherwise stipulated.

Article 28. Acceptance

Subscribing to an offer, creating an account or using the Platform implies that the Client acknowledges having read these General Terms and accepts them.

The Client declares that it has the power and authority necessary to bind the entity on whose behalf it uses the Platform or subscribes to the Service.