Terms and Conditions – Rankshift

Article 1. Scope and Parties

1.1. These Terms and Conditions ("Terms") govern all use of the Rankshift platform and its related services ("Service") by professional customers. They apply only if the Customer is an undertaking (enterprise) within the meaning of the Belgian Code of Economic Law (WER). These Terms do not apply to consumers. Consequently, statutory consumer rights, such as the right of withdrawal, do not apply to the Service.

1.2. The Service is provided by Rankshift BV ("Rankshift", "Provider", "we", or "us"), a company incorporated under Belgian law. The Provider and the Customer ("you") agree that these Terms shall exclusively govern the contractual relationship. We hereby expressly reject the applicability of any of the Customer's general terms and conditions.

1.3. Any deviating or supplementary terms from the Customer will not become part of the agreement unless we have expressly accepted them in writing.

Article 2. Services Provided by Rankshift

2.1. Core Service: We provide a software platform that offers AI search analytics for marketing teams. Rankshift is designed to help companies assess and analyze their visibility in Large Language Models (LLMs). The exact features of our Service are described on our website.

2.2. Service Modifications: Rankshift may make reasonable changes to the Service (e.g., to improve performance or to comply with legislation), provided such changes do not eliminate core features of the Service. We will inform you of any material changes in a timely manner.

2.3. Third-Party Components: If our Service relies on third-party providers or data sources, the availability of those external services is outside of Rankshift's control. If a third party ceases to provide a necessary component, we will inform you and will strive to find a suitable alternative.

2.4. Interruptions: Rankshift relies on LLM technology to generate data. While we will use commercially reasonable efforts to ensure the smooth operation of the Service, we do not warrant that the Service will be completely error-free or uninterrupted. This constitutes a best-efforts obligation (obligation of means), not an obligation of result.

2.5. No Guaranteed Results: Unless explicitly agreed otherwise, Rankshift does not guarantee specific outcomes or results from using the Service.

Article 3. Customer Obligations

3.1. The Customer agrees to use the Rankshift Service only for legitimate business purposes and in compliance with all applicable laws. You must keep all login credentials confidential and prevent unauthorized access to the Service. You are responsible for ensuring that any data or content you input into the Service ("Customer Data") does not infringe upon any third-party rights or violate any laws.

3.2. Prohibited Use: You are not permitted to decompile, reverse engineer, or otherwise misuse the Service. In the event of a breach of these obligations, Rankshift is entitled to temporarily suspend your access to the Service, after reasonable notice where feasible, and/or to terminate the agreement for cause in accordance with Article 8.3.

Article 4. Intellectual Property and Data

4.1. Service IP: All intellectual property rights in the Service (including the software, algorithms, models, and documentation) are and shall remain the exclusive property of Rankshift. Rankshift merely grants the Customer a limited, non-exclusive, non-transferable right to use the Service during the term of the agreement for the Customer's internal business operations.

4.2. Customer Data: The Customer retains all rights to the Customer Data. By providing Customer Data, you grant Rankshift a license to process and use that data only to the extent necessary to provide the Service and to fulfill our contractual obligations. We will handle Customer Data in compliance with applicable data protection laws (GDPR) and our Privacy Policy.

4.3. Training Data: Rankshift has the right to use Customer Data on an anonymized and aggregated basis for the purpose of training and improving its AI models. This data will never be traceable back to the Customer.

Article 5. Fees and Payment Terms

5.1. Fees: The Customer shall pay the fees for the Service as agreed in the order form or agreement (e.g., according to the pricing models on our website). All prices are exclusive of VAT, which will be added as required by law.

5.2. Invoicing and Payment: Invoices are issued according to the agreed-upon cycle (e.g., monthly or annually in advance). Payments are due within 14 days of the invoice date. In case of late payment, default interest in accordance with the Belgian Act on Combating Late Payment in Commercial Transactions, as well as a lump-sum compensation, shall be due by operation of law and without prior notice of default. Rankshift reserves the right, after a reminder and a reasonable grace period, to suspend access to the Service until overdue amounts are paid.

5.3. No Set-Off: The Customer may not set off any of its claims against its payment obligations to Rankshift, unless such counterclaims have been explicitly acknowledged by Rankshift or established by a final court judgment.

Article 6. Limitation of Liability

6.1. Rankshift's liability is limited to the cases described in this article. This applies to both contractual and non-contractual liability.

6.2. Rankshift shall only be liable for damages that are the direct and foreseeable consequence of a contractual breach attributable to it.

6.3. Rankshift's total liability per claim is limited to the amount of the fees paid by the Customer for the Service during the six (6) months preceding the event causing the damage.

6.4. In no event shall Rankshift be liable for any indirect damages, including but not limited to, loss of profits, loss of data, reputational damage, or loss of opportunities.

6.5. The limitations of liability in this article shall not apply in cases of willful misconduct or gross negligence by Rankshift, nor in cases of death or bodily injury caused by Rankshift's negligence.

6.6. Indemnification by Customer: The Customer shall indemnify and hold Rankshift harmless from any third-party claims arising out of the Customer's unlawful use of the Service or a breach of these Terms for which the Customer is responsible.

Article 7. Reference Use

Rankshift may publicly refer to the Customer as a client for marketing and promotional purposes. In particular, Rankshift may use the Customer's name, logo, and general branding on its website and in other marketing materials, provided this is done in a factual and appropriate manner. The Customer may object to such use in writing for legitimate reasons.

Article 8. Term and Termination

8.1. Term: The agreement commences upon acceptance of these Terms and the creation of an account. The term is as specified in your order (e.g., a monthly or 12-month subscription).

8.2. Termination for Convenience: A monthly subscription can be terminated by either party, effective at the end of the current billing cycle. An annual subscription can be terminated with thirty (30) days' notice before the end of the annual cycle. In the absence of a timely termination, the agreement will be tacitly renewed for the same duration. Termination must be done in writing (e.g., by email).

8.3. Termination for Cause: Either party may terminate the agreement with immediate effect for cause in the event of a material breach of contract by the other party that is not remedied within 15 days of a written notice of default.

8.4. Effects of Termination: Upon termination, Rankshift will deactivate the Customer's account. The Customer is responsible for exporting any required data before the termination date. Rankshift may delete Customer Data after a short retention period, except for data we are legally required to retain.

Article 9. Governing Law and Jurisdiction

9.1. Governing Law: This Agreement and any disputes arising out of it shall be governed exclusively by Belgian law, excluding its conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

9.2. Jurisdiction: Any disputes arising from or in connection with these Terms shall fall under the exclusive jurisdiction of the Enterprise Court of Ghent, Kortrijk division.

Article 10. Final Provisions

10.1. Changes to Terms: Rankshift reserves the right to amend these Terms. We will notify the Customer of proposed changes by email at least 30 days in advance. If the Customer continues to use the Service after the effective date of the changes, the Customer will be deemed to have accepted the new terms. If the Customer does not agree, they have the right to terminate the agreement before the changes take effect.

10.2. Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior oral or written agreements. Any amendments or additions must be made in writing.

10.3. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original economic intent.

10.4. Contract Language: This English version of the Terms is for convenience. In the event of any conflict or inconsistency, the Dutch-language version shall be the legally binding one.

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