Terms and Conditions

1. Definitions and interpretation

• Company: Neutral BV, a Belgian private limited company, also operating as "Play the Stack".
• Client: the individual or legal entity using the Company's Services.
• Services: independent AI advisory for leadership teams, including readiness assessment, strategy & roadmap, fractional Chief AI Officer (CAIO), pilot to production, and speaking.
• Website: playthestack.be and associated webpages.
• Agreement: the contractual relationship governed by these Terms and any additional written proposals.

These Terms apply to all Services and use of the Website. By engaging Services or using the Website, the Client acknowledges acceptance. Deviations require written agreement; separately negotiated contracts take precedence over these general Terms in case of conflict.

2. Company information and legal status

Neutral BV is registered in Belgium as a private limited company (Besloten Vennootschap).

• Registered office: Haringrodestraat 54, 2018 Antwerp, Belgium
• Enterprise number: 0833.156.140 (also the VAT number)
• Trade name: Play the Stack

The Company provides commercial consulting advice only and does not offer any services as an attorney, financial advisor or other regulated profession.

3. Scope of services

The Company offers independent AI advisory for leadership teams, including:

• Readiness assessment
• Strategy & roadmap
• Fractional Chief AI Officer (CAIO)
• Pilot to production
• Speaking

The exact scope is defined in proposals or contracts. Services are professional consulting only. The Company performs Services competently and professionally in line with industry standards, providing recommendations and guidance, but does not guarantee any specific results or outcomes. No outcome is promised or assured; all fees paid are in exchange for the consulting Services rendered, not contingent on any particular result.

4. Client obligations

• Information and access: supply accurate information, data, documents, system access and personnel cooperation in a timely manner.
• Timely decisions and feedback: make decisions promptly and ensure stakeholder availability.
• Compliance and lawful use: use Services for legitimate purposes only, in compliance with applicable laws.
• Cooperation: act in good faith, assign a primary contact and maintain reasonable communication.
• Payment: pay all fees and expenses according to agreed terms.

Material failure to fulfil these obligations allows the Company to suspend work after notice.

5. Fees, billing and payment

Fee structure

Fees are agreed in writing and may be fixed project fees, recurring retainers, or hourly/daily rates. Quotations exclude applicable taxes (currently 21% VAT in Belgium) and out-of-pocket expenses unless stated otherwise.

Invoicing and payment

• Invoices follow the agreed schedule (upfront deposits, milestone payments or monthly retainers).
• The Company may require advance payment before commencing work.
• Invoices are payable within 15 calendar days of the invoice date unless otherwise stated.

Late payment

For overdue payments the Company may charge interest at 8% per annum (or the statutory Belgian late-payment rate, if higher), a fixed administrative fee of EUR 40 for collection costs (or more if actual costs exceed this), and any legal and collection costs incurred. The Company may also suspend the Services until overdue amounts are paid, after notice.

Refunds and expenses

Fees cover the professional time and expertise invested. Once Services have been delivered (or partially delivered), they cannot be "returned". Payments are non-refundable except where legally required or explicitly agreed. If a Client terminates before Services are delivered, the Company refunds unearned prepaid fees while requiring payment for work completed. Direct expenses (travel, software, etc.) are passed on at cost, either included in quotations or pre-approved.

Fee changes

For ongoing services, the Company may adjust fees periodically with reasonable prior written notice. Continued use after adjustments take effect constitutes acceptance.

6. Termination and cancellation

The Client may terminate with at least 30 days' written notice and must pay for all Services rendered and expenses incurred up to the effective date; prepaid amounts for undelivered Services are refunded. Any minimum commitment period or non-cancellable fees agreed separately still apply.

The Company may terminate for convenience with 30 days' written notice (refunding prepaid but undelivered Services), or immediately for material breach (non-payment, IP or confidentiality violation, unlawful use, failure to cooperate) after a reasonable time to remedy, or immediately on the Client's bankruptcy, insolvency, liquidation or cessation of operations.

On termination the Company issues a final invoice; the Client pays outstanding amounts, returns or destroys confidential materials and stops using unpaid Deliverables. Provisions meant to survive (confidentiality, IP, limitation of liability, governing law) remain in effect.

7. Confidentiality

Both parties may access non-public or proprietary information. Such information, whether oral, written, graphic or electronic, is Confidential Information if marked confidential or reasonably understood to be so. Each party keeps the other's Confidential Information confidential, using at least reasonable care, and discloses it only to people on a need-to-know basis who are bound by equivalent obligations.

Information is not confidential if it was already lawfully known or independently developed, rightfully obtained from a third party, or becomes public through no fault of the receiving party. Disclosure required by law is permitted with prompt notice where allowed. Confidentiality obligations continue for at least 5 years after termination, or indefinitely for trade secrets and personal data as required by law.

8. Intellectual property

Each party retains ownership of IP developed before the Agreement or outside the scope of Services. The Client's pre-existing materials remain the Client's; the Company's methodologies, tools, templates, frameworks and know-how remain the Company's.

For deliverables (reports, presentations, strategy documents, roadmaps, recommendations, designs), the Company grants the Client a perpetual, worldwide, non-exclusive licence to use, copy and modify them for the Client's internal business purposes. Deliverables may not be published, sold, sublicensed, distributed to third parties or otherwise exploited beyond internal use without the Company's prior written consent. Until full payment is made, the Company retains title to the Deliverables.

Website content is owned by or licensed to the Company. It may be viewed for personal or internal business use; unauthorised copying or republication is prohibited. The Company's name, logo and taglines are trademarks and may not be used without written approval.

9. Data privacy and GDPR

Both parties comply with applicable data protection law, including the GDPR and Belgian privacy legislation. The Company is typically a data controller for personal data the Client provides directly (governed by our Privacy Policy). Where the Company processes personal data on the Client's behalf, the Client is the controller and the Company the processor, acting on documented instructions and in line with Article 28 GDPR; a separate Data Processing Agreement is executed where required.

The Client warrants that any personal data it provides has a valid legal basis and that required notices or consents are in place, and indemnifies the Company for breaches of this warranty. The Company uses personal data only to provide the Services or as described in the Privacy Policy, never sells or rents it, and applies appropriate technical and organisational security measures.

10. Limitation of liability

The Services are advisory; implementation and results are beyond the Company's direct control, and the Client uses the Services and deliverables at its own risk.

To the fullest extent permitted by law, the Company is not liable for indirect, special, punitive or consequential loss, including loss of profits, revenue, savings, business opportunities, data, or business interruption.

The Company's total liability for any claim is limited to the fees paid for the specific Service or project in the 12 months before the event giving rise to liability, and in no event exceeds EUR 30,000 unless a higher cap is agreed in writing. Nothing limits liability that cannot be excluded by law (death or personal injury caused by negligence, gross negligence, wilful misconduct, or fraud).

Except as expressly stated, the Services are provided "as is" with no other warranties, express or implied. The Company is not liable for damage caused by incorrect or incomplete information supplied by the Client. The Company is not liable for delays or failures caused by events beyond its reasonable control (force majeure). Any claim must be brought within one year of the Client knowing the relevant facts, and no later than two years after completion of the Services.

11. Disputes and applicable law

This Agreement is governed exclusively by Belgian law. The parties first attempt to resolve disputes amicably through good-faith negotiation; if no resolution is reached within a reasonable time (around 30 days), the courts of Belgium, specifically those of the judicial district of the Company's registered office (Antwerp), have exclusive jurisdiction. The Company may still seek injunctive relief elsewhere to protect its IP or confidential information. The UN Convention on Contracts for the International Sale of Goods does not apply.

12. Amendments

The Company may update these Terms from time to time; no change retroactively alters terms for services already performed. Significant amendments are communicated (posted on the Website with a new effective date and/or by email), with at least 10 calendar days' notice for essential changes where reasonably possible. For ongoing Services, a Client who objects to a material change may terminate without penalty before it takes effect. The version of the Terms in effect at the time of engagement applies to that engagement.

13. Contact

For questions about these Terms, or to give notice under them, contact:

• Neutral BV, Haringrodestraat 54, 2018 Antwerp, Belgium
• Email: ask [at] playthestack.be
• Telephone: +32 477 32 76 51 (business hours, CET)
• Attn: Laurent Lenders, Founder & Fractional CAIO
• Enterprise number 0833.156.140 (VAT BE0833.156.140)

These Terms are written in English. The English version governs the relationship; any translation is for convenience. Together with any service agreement or proposal, they constitute the entire agreement and supersede prior understandings. If any provision is found invalid, the remainder stays in effect.