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Terms & Conditions

Entry into force : (05/14/2025)

1. Company information
Kapanza BV is a Belgian private limited liability company (“Société à Responsabilité Limitée”), registered under number BE0740494040 with the Belgian Crossroads Bank for Enterprises, whose head office is located at Le Corbusierlaan 8, 2050 Antwerp, Belgium ("Kapanza”).

2. Company’s Services
Kapanza offers to its Clients (the "Clients") services of video creation using artificial intelligence.

The services are accessible through the platform UGCreative developed by Kapanza and available at https://app.ugcreative.ai (the "Platform") or through its API (the “API”).

The services offered by Kapanza on the Platform (the "Services") are accessible via:
– standard offers as described on the Platform (“Standard offers”),
– a customized offer made following a call and summarized at the time of purchase (the “Customized offer”).

(together an "Offer")

The API is only accessible to the Client if he subscribes to a Customized offer.

3. Information regarding the Terms and Conditions
Function of the Terms and Conditions
The general terms and conditions (the "Terms and Conditions") constitute the sole document governing Kapanza's contractual relationship with the Client and define:
– the terms of use of the Services,
– the respective obligations of the parties.

Location of the Terms and Conditions
The Client can find them via a direct link at the bottom of the Platform page.

Acceptance of the Terms and Conditions
The Client accepts the Terms and Conditions when registering on the registration form. If the Client does not accept all Terms and Conditions, they cannot access the Services.

The Terms and Conditions may be supplemented by special conditions which, in the event of contradiction, shall prevail over the Terms and Conditions.

4. Hierarchy with the payment service provider's terms of service
All payments made through the Platform are handled by the payment service provider indicated on the Platform (the "Payment Service Provider"). The Client will contract directly with the Payment Service Provider for implementation of these payments by accepting its terms and conditions.

If the Payment Service Provider rejects or terminates the Client’s Subscription, the Client may not use the Services.

Conversely, termination of the contractual relationship between the Client and Kapanza will result in termination of the Client’s contract with the Payment Service Provider.

In the event of any contradiction between the Payment Service Provider's general terms and conditions and the Terms and Conditions, the latter shall prevail.

The Client expressly mandates Kapanza to transmit to the Payment Service Provider all instructions relating to payments made on the Platform.

5. Conditions of access to Services
The Client is a legal entity acting through a natural person with the power or authority required to enter into a contract in the Client's name and on their behalf.

The Client is a professional, understood as any natural person or legal entity acting for purposes within the scope of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.

6. Technical requirements
To access the Services, the Client must have the following hardware or software: a computer, a good internet connection, and Google Chrome.

7. Order of the Services and access to the Services
The Client subscribes to the Services on a subscription basis (the "Subscription"). Each subscription gives the right to a number of credits corresponding to a number of videos that can be generated on the Platform (the "Credits"). The number of Credits is indicated in the Offer.

The Client must enter their email address or be registered on one of the third-party websites listed on the Platform and use the login details of the selected third-party website. The Client expressly authorizes Kapanza to access their account data on the relevant third-party website.

The Client must then complete the form available on the Platform and provide Kapanza with all information marked as mandatory. Once the form has been completed, the Client may either subscribe directly to the Services on the Platform or will be put in contact with Kapanza to draw up a Customized offers ‘Subscription.

7.1 In case of Standard offers’ Subscription via the form on the Platform
In case of Standard offers’ Subscription, the details of the Offer will be shown directly on the Platform and the Client will be able to choose the one they want.

7.2 In case of Customized offers ‘Subscription
Once the form has been completed, the Client is put in contact with Kapanza using the contact details. It is Client's responsibility to provide Kapanza with the relevant information and documents to enable it to identify its needs and expectations. Kapanza will then analyze the Client's needs and will draw up a personalized offer on this basis which must be validated by the Client. Kapanza will then send an email link enabling the Client to pay for this Customized offer ‘Subscription. A summary of the Customized offer ‘Subscription will be available at the time of payment (the “Summary”). Payment will constitute acceptance of the Customized offer ‘Subscription. Any validation of a Customized offer ‘Subscription, whether express or implied, implies full acceptance of these Terms and Conditions, in their version in force at the date of the payment of the Customized offer ‘Subscription. Any acceptance subject to a reservation shall be considered null and void.

7.3 Opening and creating a Workspace
Payment of an Offer automatically opens a workspace in the Client’s name (a "Workspace") enabling the Client to access the Services using their login and password. The address entered will be designated as administrator and will be able to invite in the Workspace members users (the "Users") up to the number specified in the subscribed Services. The Client is solely responsible for creating accesses for Users and for their personal use of the Platform.

The Client can choose to open a new Workspace for another team. In this case, they will have to take out a new subscription for the new workspace. There must be one Subscription per workspace.

8. Description of the Services
Before subscribing, the Client acknowledges that they can find out about the characteristics of the Services and their constraints, in particularly technical constraints, on the Platform. The Client acknowledges that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which Kapanza is not responsible.

The Services which may be subscribed to are indicated on the Platform. Depending on the Offer chosen, the Client will have access to the Services described in the Summary or to the Services described on the Platform.

8.1 Video generation
Kapanza offers the Client the ability on the Platform to create a final video (the “Video”) from: a catalogue of videos made by different creators (the “Creators”) in different environments, each with its own particularities (the "Video Models"), videos owned by the Client (the "Client Videos"). Kapanza offers its Client the option of uploading a script (the "Script") to the Platform in order to create the Video which, on the basis of the chosen Video Model or Client Video, integrates the script, in particular by making the lip-sync and cloning the voice with that of the Video Model Creator, another Creator or the voice of the original voice in the Client Video.

The Client may select several Video Models or Client Videos for the same script. In this case, several Videos will be generated, each corresponding to a Credit.

8.2 Edit Video
If the Client wishes to edit a Video in order to modify it (for example: adding subtitles, adding music), they must download the Video in order to make these modifications outside the Platform. Only modifications permitted under the "Intellectual Property" article may be made.

Kapanza reserves the right to offer any other Service.

9. Maintenance, hosting, and technical support
9.1 Maintenance
For the duration of the Services, the Client benefits from maintenance, in particular corrective and ongoing maintenance. In this context, access to the Platform may be limited or suspended.

Kapanza makes every effort to provide the Client with corrective maintenance to correct any malfunction or bug found on the Platform. The Client also benefits from ongoing maintenance, which Kapanza may carry out automatically and without prior notice, and which includes improvements to the Platform's functionalities, the addition of new functionalities and/or technical installations used within the framework of the Platform (aiming to introduce minor or major extensions). Kapanza reserves the right to charge for certain functions. Access to the Platform may also be limited or suspended for planned maintenance purposes, which may include the corrective and ongoing maintenance operations referred to above.

9.2 Hosting
Kapanza uses its best efforts to host the Platform, as well as the data produced on the Platform, via a professional hosting service provider, and on servers located in a territory of the European Union.

9.3 Technical support
In the event of any difficulty encountered while using our Services, the Client may contact Kapanza directly on the Platform. Technical support service is available from Monday to Friday, excluding French public holidays, from 9 am to 6 pm, Paris time. Depending on the need identified, Kapanza will estimate the response time and inform the Client accordingly.

10. Modification of the Offer
If the Client wishes to modify the content of its Subscription (and in particular the number of Credits), they must:

- If the Client wants to upgrade the Offer
- If the Client has a Standard offer: the Client can choose another Standard offer or contact Kapanza to have a Customized offer.
- If the Client has a Customized Offer, the Client must contact Kapanza to obtain a new Customized Offer.

When the Client upgrades from one Offer to another superior, the Subscription they had ends on the day they subscribe to the new upgrade Offer, which then begins on the day of payment. If the Client has not used all the Credits of their current Subscription at the time of subscribing to the new, superior Offer, the remaining Credits are carried over to the new subscription period subscribed to.

- If the Client wants to downgrade the Offer
- If the Client has a Standard offer: the Client can choose another Standard offer or contact Kapanza to have a Customized offer.
- If the Client has a Customized Offer, the Client must contact Kapanza to obtain a new Customized Offer.

When the Client downgrade from one Offer to another lower, the new Offer subscribed will begin on the renewal date of the Subscription following the initial subscription period. If the Client has not used all of the Credits of their current Subscription at the end of the Period, Credits will be lost and cannot be carried forward or refunded.

11. Duration of the Services
The Subscription starts on the day of subscription for an initial period as indicated on the Platform. It is tacitly renewed, for successive periods of the same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions of article "Termination of the Services".

12. Financial terms
12.1.Price of Services
The price of the Services subscribed by the Client is indicated:
– On the Platform, in case of subscription to a Customized offer,
– In the Summary, in case of subscription to a Customized offer.
The price is indicated in euros and excludes tax. Unused Credits are not refunded or carried forward. If an exchange rate is applied, exchange charges applicable on the date of payment of the price shall be borne by the Client. Where applicable, the Client is solely responsible for the payment of all bank charges relating to the payment of prices, with the exception of Kapanza's bank charges.

12.2.Invoicing and payment terms
Kapanza send the Client an invoice for each Period by any useful means. Payment is by direct debit through the payment service provider indicated on the Platform. Subscription payments can also be made by bank transfer to the address indicated on Kapanza’s invoices. The Client warrants that they have all necessary authorisations to use this method of payment.

12.3.Exceeding the number of credits and overage price
Each Offer includes a number of Credits. When the Client exceeds the number of Credits included in the Offer to which they have subscribed:
– If they have subscribed to a Standard offer: they must wait for his subscription to be renewed or request a Customized Offer in accordance with the conditions of the article "Modifications of the Services”.
– If they have subscribed with a Customized Offer: if the number of Credits is exceeded, Kapanza will invoice the Client for the number of additional Credits. The price of additional Credits is indicated on the Platform or in the Summary.

12.4.Consequences of late or non-payment
In the event of default or delay in payment, Kapanza reserves the right, from the day after the due date shown on the invoice, to:
– Immediately suspend the Services in progress until full payment of the amounts due,
– Charge interest on arrears equal to 3 times the legal interest rate, based on the amount of sums not paid by the due date, and a flat-rate indemnity of 40 euros for collection costs, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.

13. Intellectual property rights and image rights
13.1 Intellectual property rights on the Platform
The Platform is Kapanza’s property, as are Kapanza’s software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.). They are protected by all intellectual property rights or database producers' rights in force. The Client as well as the Users are granted a non-exclusive, personal and non-transferable license to use the Platform in SaaS mode for the duration specified in the article "Duration of the Services".

13.2 Intellectual property and image rights on the Video Models
Kapanza has the necessary rights to use the Videos Models and, subject to compliance with these terms and conditions and any usage restrictions indicated on the Platform, guarantees the Client in this respect. The Client undertakes not to disassemble, extract, re-use, copy or, more generally, reproduce, represent, distribute or use the Video Models in any way that would not be allowed according to these terms and conditions or usage restrictions indicated on the Platform, without a written authorization from Kapanza. In the event of non-compliance with this clause, the Client agrees to pay Kapanza a lump-sum indemnity of 500.000,00 euros (five hundred thousand euros) per breach, without prejudice to the right of Kapanza to seek compensation for any additional damages. This amount shall be payable without prior formal notice.

13.3 Intellectual property and image rights on the Video
Subject to the Integrated’s Elements (see below), Kapanza grant to the Client a non-exclusive, personal and non-transferable license on the Video. Kapanza cannot grant an exclusive license because of the use of artificial intelligence. Kapanza cannot guarantee that another Kapanza Client will not provide a similar or identical Script and choose the same Video Model, generating a Video similar or identical to that which is the subject of this assignment. The license is granted for the duration of the Subscription and for the world under the conditions and restrictions (“Restrictions”) below.


13.4 Intellectual property on the Integrated Elements
The Script, the Client Video, and the elements supplied by the Client for integration into the Video (all together : the “Integrated Elements”) remain the property of the Client and may be protected by all industrial and intellectual property rights.

In order to implement the services described in the “Description of Services” section, generate the Videos, and improve the Services, the Client grants Kapanza, free of charge, a worldwide license to use the Integrated Elements, which includes:
  • The right to reproduce and fix the Integrated Elements.
  • The right to represent the Integrated Elements.
  • The right to adapt, translate, modify, arrange, transform, and correct the Integrated Elements, including, but not limited to, through retouching, cropping, format or color changes to the Integrated Elements.
  • The right to train Kapanza’s artificial intelligence models for the purpose of improving the Services.
  • The right to promote the Services and the activity of Kapanza.

The Client guarantees that the Script and the Integrated Elements do not contain any element likely to infringe the rights of a third party, particularly in terms of counterfeiting, unfair competition or even privacy and image rights, or likely to undermine public order or morality, and that this license does not infringe the rights of third parties, whatever they may be.

As a result, the Client guarantees Kapanza against any infringement of third-party rights, including but not limited to any claims, actions, proceedings, or demands made by a third party against Kapanza due to a violation of intellectual property rights, contracts, personality rights, or any other legal or regulatory violation.

The Client specifically guarantees to Kapanza that it holds the necessary rights in the event that the Video features or contains the voice of a celebrity or a minor.

The Client is solely responsible for obtaining the authorizations of the personality rights of the persons appearing in the Client Video for the uses he wishes to make but also for the uses made by Kapanza as set out above. The Client is solely responsible for complying with any limitations imposed by said persons.

14. Testimonies
By subscribing to the Services, the Client may provide testimonies regarding their use of the Services (the “Testimonies”).

Consequently, the Client agrees that Kapanza may:
  • distribute the Testimonies free of charge on the Platform and on any other French or foreign websites, published by any companies with which Kapanza has agreements, by any means and on any medium, for the purposes of promoting the Platform,
  • translate Testimonies into any language,
  • adapt the Testimonies to the technical constraints of the Platform.

15. Commercial references
The parties may use their respective names, brands and logos, and refer to their respective platforms, as commercial references, for the duration of their contractual relationship and 3 years thereafter.

16. Client’s obligations and liability
Without prejudice to the other obligations set out in the Terms and Conditions, the Client undertakes to comply with the following obligations:
  • 16.1 Concerning the provision of information
    The Client undertakes to provide Kapanza with all the information required to subscribe to and use the Services.
  • 16.2 Concerning the Client’s Workspace
    The Client:
    • guarantees that the information provided in the form is accurate and undertakes to keep it up to date,
    • acknowledges that this information is proof of their identity and is binding as soon as it is validated,
    • is responsible for maintaining the confidentiality and security of their login and password. Any access to the Platform using their login and password is deemed to have been made by the Client.
  • 16.3 Concerning the use of the Services
    The Client is responsible for their use of the Services and any information they share in this context. They are also responsible for the use of the Services and any information shared by Users. The Client undertakes to ensure that the Services are used exclusively by them and/or Users, who are subject to the same obligations as the Client in their use of the Services.
  • The Client undertakes not to use the Services for purposes other than those for which they were designed, in particular to:
    • engage in any illegal or fraudulent activity,
    • undermine public order and morality, infringe the rights of third parties,
    • promote their services and/or websites or those of a third party,
    • assist or incite a third party to commit the acts listed above.
  • The Client is responsible for the Script and the Integrated Elements. Kapanza shall not be liable if the Script or the Integrated Elements are contrary to the law and/or injure a third party.
  • The Client acknowledges and accepts that Kapanza may remove and add Video Models from the Platform at any time.
  • The Client is solely responsible for the use made of the Video, including any commercial exploitation of the Video.
  • Kapanza does not intend for its AI system to be used for high-risk purposes such as law enforcement, medical diagnostics, legal advice, or applications where failure could result in significant harm. The Client agrees not to use the Services for such purposes.

17. Kapanza’s obligations and liability
Kapanza undertakes to provide the Services with diligence, it being specified that it is bound by a best-effort obligation. Kapanza undertakes to comply with all applicable regulations.
However, Kapanza shall not be held liable for temporary difficulties or impossibilities in accessing its Services resulting from:
  • circumstances external to its network,
  • failure of equipment, cabling, services or networks not under its responsibility,
  • interruption by telecom operators or Internet service providers,
  • force majeure.

18. Limitation of liability
Kapanza’s liability is limited to proven direct damages suffered by the Client. Except for bodily injury, death and gross negligence, and subject to having made a claim within one month, Kapanza’s liability shall not exceed the amounts received by Kapanza in the 12 months preceding the event.

19. Proof
Proof may be established by any means. Messages exchanged via the Platform and data collected constitute the main accepted mode of proof.

20. Personal data processing
The parties undertake to comply with all data protection obligations (GDPR, Belgian Law). Each party acts as data controller for its own contacts. You may consult our Privacy Policy for full details.

21. Confidentiality
Each party undertakes to keep confidential all information received during the contractual relationship and for three years thereafter, except information that is public or lawfully received from a third party.

22. Force majeure
Neither party is liable for failures due to force majeure (Art. 1148 of the Belgian Civil Code). Obligations are suspended during the event and must resume once it has ceased.

23. End of Services
Termination must be notified 72 hours before period end. Services end at period’s close and access is then revoked.

24. Sanctions for breach
In case of breach, termination occurs automatically 15 days after formal notice. For serious defaults (non-payment, IP violations, illegal activities), Kapanza may terminate immediately.

25. Modification of Terms
Kapanza may update these Terms at any time, with 10 days’ notice. If you do not accept, you must terminate your Subscription.

26. Language
In case of conflict, the English version prevails.

27. Applicable law and jurisdiction
These Terms are governed by Belgian law. Disputes are subject to the exclusive jurisdiction of Antwerp courts.