General Conditions

Software & Hardware Rental Agreement

GENERAL CONDITIONS

Article 1 – Subject matter

1.1 This agreement between, on the one hand, (i) BREEX Europe NV (“BREEX”), with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0537.365.350, and, on the other hand, (ii) the Customer is governed by the terms and conditions of the rental agreement entered into between the Parties, including these general conditions, the invoices and any special conditions stated in the rental agreement (hereinafter jointly referred to as the “Rental Agreement”). The Rental Agreement takes effect upon signature of the agreement by the Customer and BREEX, such signature also constituting acceptance of these general conditions, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate this Rental Agreement. The Rental Agreement excludes the application of any general and/or other conditions of the Customer itself. BREEX's obligations are obligations of means.

1.2 The services under the Rental Agreement comprise the rental of the devices made available to the Customer by BREEX, as shown in the special conditions of the Rental Agreement and the delivery receipt (hereinafter the “Rental”). The fee for the Rental consists of a monthly rental amount (hereinafter the “Rental Fee”).

1.3 The agreed rental period as set out in the Rental Agreement commences on the date of delivery of the devices, as further explained in Article 5.8 below. Unless otherwise provided, the Rental Agreement shall be tacitly renewed for 12 months, unless terminated by registered letter at least 6 months before the expiry of the contractual period.

1.4 The devices are chosen by the Customer under its sole responsibility. The Customer chooses the supplier and the devices on its own initiative and freely determines the technical characteristics, arrangements and place of delivery. The Customer releases BREEX from any duty to inform and confirms that it is contracting with full knowledge of the facts. Under no circumstances may the Customer invoke difficulties relating to the devices, their use or performance, or their unsuitability for its needs. BREEX or its agent is responsible only for setting up, adjusting and testing the devices and provides the Customer with information on putting the devices into service.

1.5 The Rental Agreement is always subject to the condition precedent of a positive creditworthiness check of the Customer by BREEX. If the creditworthiness check shows that, in BREEX's opinion, the Customer has insufficient financial means to guarantee the proper performance of this Rental Agreement, BREEX shall notify the Customer (purely for information) that the condition precedent has not been fulfilled. This condition may be invoked only by BREEX and not by the Customer.

Article 2 – Delivery and receipt

2.1 Before the scheduled delivery, the Customer shall provide BREEX with all useful and necessary information concerning the delivery and shall ensure that the premises intended for that purpose are fitted with the necessary installations and connections. If, owing to a failure to do so, delivery cannot take place at the agreed time, the related costs shall be borne by the Customer. The devices are delivered directly by BREEX and received by the Customer at the designated place. Delivery and installation are at the Customer's expense and risk. Delivery times stated are purely indicative and constitute an obligation of means on the part of BREEX. Receipt of the goods by the Customer implies acceptance of the delivery time, even if the indicative delivery time has been exceeded.

2.2 On delivery, the Customer shall check the conformity of the devices and carry out all tests and checks that have been agreed or that the nature of the devices requires. The Customer then undertakes to sign a delivery receipt at the time the devices are made available. The Customer's signature of this document constitutes proof that the device corresponds to the agreed device (including accessories, etc.) as specified in the special conditions, that the device is in perfect condition and shows no (visible) defects, and that all necessary documents, manuals and equipment are present and have been made available with it.

2.3 Latent defects must be reported to BREEX in writing no later than 24 hours after they are established and discovered, but in any event within 12 months of delivery. If remarks are not made in good time and in writing in accordance with the above, the goods delivered shall be deemed to have been delivered in accordance with good professional practice, in conformity and free of defects, and shall be deemed to have been accepted as such by the Customer. Under no circumstances shall BREEX be required to intervene in any way or be liable in any way for any non-conformity or defects caused by the Customer itself or resulting from improper use by the Customer or from non-compliance with the conditions of this Rental Agreement.

2.4 BREEX reserves the right to have the obligations incumbent on it under the Rental Agreement performed by third parties on its behalf.

Article 3 – Manner of use and insurance

3.1 The Customer is obliged to use the devices in accordance with the manuals supplied with the devices and BREEX's instructions. The Customer shall use the said devices solely for business purposes, as a prudent and reasonable person. The Customer shall ensure that no spare parts, accessories or consumables are used other than those supplied or approved by BREEX. Spare parts and all fitted accessories become the property of BREEX by operation of law without any compensation for the Customer. The Customer is not permitted to remove the devices from the location where they are installed, except with BREEX's prior written consent. The Customer shall carry out all maintenance work and all repairs at its own expense, where applicable under a separate maintenance agreement with BREEX. Such a maintenance agreement is independent of this Rental Agreement and any negligence or non-performance under such a maintenance agreement has no impact on the Rental Agreement.

3.2 Insurance

A. Civil liability

Throughout the term of the Rental, until the devices are returned, the Customer shall insure its civil liability arising from the use and custody of the devices with a recognised, solvent insurance company, for all damage caused to both persons and property. The insurance company shall waive any form of recourse against BREEX. The insurance contract shall also cover BREEX's liability towards third parties with regard to the rented devices. The Customer shall instruct its insurer and its insurance intermediary (i) to send BREEX the corresponding insurance certificate annually, for the first time no later than the actual delivery date of the equipment, together with the signed document of receipt of the equipment, and (ii) to notify BREEX without delay of the end, termination or suspension of the insurance contract and of any non-payment of premiums.

B. Liability for loss and damage

Throughout the term of the Rental, until the devices are returned, the Customer shall insure the rented devices, for the benefit of BREEX, against damage caused by fire, lightning, explosion, implosion, the action of electricity, water damage, natural forces, machinery breakdown and theft. BREEX has the right to check compliance with this obligation at any time, or to have it checked by a third party designated by it. In that context, BREEX may communicate the Customer's necessary contact details, the relevant information on the rented devices and the intended term of this Rental Agreement to the third party designated by it, which will contact the Customer. The insured value must at all times be sufficient to cover the total loss of the rented devices, in accordance with the article concerning the breaking off of the Rental Agreement (Article 8), plus the residual value. The Customer shall, either on its own initiative or in any event at BREEX's first request, instruct its insurer and/or its insurance intermediary (i) to send BREEX or a third party designated by BREEX the corresponding insurance contract and proof of payment of the premiums, and (ii) to notify BREEX or a third party designated by BREEX without delay of the end, termination or suspension of the insurance contract and of any non-payment of premiums. If the necessary supporting documents are not provided in good time (30 days after the date of the letter in which BREEX or the third party appointed by it requested the documents) or if the documents provided do not sufficiently prove that the equipment is insured in accordance with this Rental Agreement, BREEX shall be entitled, but not obliged, to include the devices in the insurance policy taken out by BREEX in its own name. BREEX shall charge the Customer an additional amount for this. BREEX shall notify the Customer of this in advance. This amount shall be payable on the same terms and conditions as those provided for all other payments due under this Rental Agreement and shall be invoiced together with the periodic rental fees. The Customer always retains the option of having the devices insured at any time through its insurer or insurance intermediary and of providing proof thereof.

C. Pledge

As security for the proper performance of its obligations, the Customer hereby declares that it pledges to BREEX, with effect from today and for the entire term of this Rental Agreement, its claims under insurance policies taken out for the rented devices. The Customer undertakes neither to assign nor to pledge the sums that are or will become due to it under the pledged claims, and to ensure that they are not the subject of an assignment, a set-off, an attachment by third parties or an objection, and it expressly waives the right to perform any act that could hinder or limit the effect of this pledge. The Customer hereby authorises BREEX, as the sole party entitled to collect, on all due dates and at whatever time the pledged claims become payable, to collect all sums relating to these claims and to apply them to the amounts owed by the Customer, without judicial intervention. This pledge is given as security for all amounts that the Customer owes or will owe to BREEX under leasing contracts and/or renting, and/or arising from the business relationship between the Customer and BREEX, up to a maximum amount equal to the number of rental instalments multiplied by the amount of the periodic rental instalment, in principal and ancillary amounts, plus the amount of the purchase option under a leasing contract.

Article 4 – Force majeure

Any event that constitutes an insurmountable obstacle to the normal performance of the Rental Agreement, or that seriously prevents or hinders it, shall be regarded as a case of force majeure, including (but not limited to): strikes, government measures, (temporary) closure of the business, transport difficulties, delay in or impossibility of supply and damage to – or defects in – business assets of BREEX essential to the work, delay in or impossibility of supply on the part of BREEX's suppliers. In the event of force majeure, BREEX shall be entitled either to suspend performance of the Rental Agreement for a period of no more than three months, or to dissolve the Rental Agreement in whole or in part, without being liable for any compensation. Financial obligations of the Customer can never be suspended or dissolved as a result of force majeure.

Article 5 – Price and payment

5.1 The Rental Fee is payable in advance in accordance with the arrangements agreed in the special conditions. If the devices are delivered in the course of the calendar month following signature of the Rental Agreement, invoicing of the Rental Fee shall commence on the first day following the day after the last device has been delivered.

5.2 BREEX reserves the right to change the Rental Fee during the term, no more than once a year, but not earlier than six months after the Rental Agreement takes effect. The change may be made as a result of, among other things, cost increases and/or changes in exchange rates and/or price-increasing measures taken by the Belgian government.

5.3 All taxes and charges, however described, that are now or may at any time be levied on the amounts payable by the Customer, or on the Rental Agreement or on the devices and/or on the use of the devices, irrespective of in whose name they are assessed, shall be borne by the Customer.

5.4 The Customer may not invoke suspension, deduction or set-off with regard to the Customer's payment obligations towards BREEX and expressly waives its rights under Article 1184 of the Civil Code.

5.5 The Rental Fee is paid by direct debit from the bank account specified by the Customer. The Customer undertakes to provide BREEX with a SEPA mandate at BREEX's first request.

5.6 BREEX has the right (but is not obliged) to make invoices available to the Customer electronically by e-mail or through a customer portal.

5.7 BREEX is entitled to require security for the fulfilment of the Customer's payment obligations. This security may be provided by issuing, at BREEX's first request, an unconditional and irrevocable bank guarantee in favour of BREEX or by providing personal security in the form of suretyships or declarations of liability (hereinafter jointly the “Guarantee”). In the case of a partnership, the directors are in any event personally and jointly and severally liable for the fulfilment of the partnership's obligations under the Rental Agreement. The Customer shall notify BREEX immediately, by registered letter, as soon as the Customer becomes aware of the withdrawal (or intended withdrawal) of a Guarantee.

5.8 The rental period commences on the day the devices are delivered. Unless otherwise provided, the Rental Fee has been calculated on the basis of delivery of the devices on the first day of the month. In the event of delivery on another day, the rental period and rental invoicing shall start on the first day of the month following delivery of the devices. Between the date of delivery and the first day of the month following delivery of the devices, the Customer is liable to pay a usage fee, which is definitively earned by BREEX. This usage fee is calculated on the basis of the agreed Rental Fee, pro rata to the number of days elapsed between the date of delivery and the first day of the month following delivery of the devices. Unless otherwise provided, this usage fee is payable together with the first Rental Fee.

5.9 Without prejudice to BREEX's other rights, it is in that case entitled to require additional or replacement security from the Customer. The Customer is obliged to supplement or replace that security. If a Guarantee from a third party for the Customer's obligations has been or is withdrawn, BREEX is entitled immediately and by operation of law, without formal notice or other formality, to dissolve the Rental Agreement and immediately proceed to recover the amounts still owed by the Customer, including the compensation for early termination or dissolution provided for in Article 8.

5.10 Unless otherwise stated above, all invoices are payable at the address of BREEX's registered office and, unless otherwise agreed, must be paid within 14 days of the invoice date. In the event of late payment, late-payment interest of 1,5 % per month shall be due by operation of law and without formal notice, together with lump-sum compensation of 10 % with a minimum of 65 EUR, by way of irrevocable damages and irrespective of court costs. For each reminder sent, an additional reminder fee of 15,00 EUR shall be charged, plus the cost of sending it by registered post. All complaints and objections must be made within 7 days of the invoice date.

5.11 The Customer must always inform BREEX immediately of any changes to the address and invoicing details provided when the Rental Agreement was signed.

Article 6 – Transfer of the Rental to a Partner

6.1 The Customer irrevocably grants BREEX the right to transfer ownership of the devices and the Rental to a leasing company and/or a partner of BREEX (hereinafter the “Partner”). The Customer hereby consents to this transfer and shall be bound by operation of law towards the Partner to perform the obligations under this Rental Agreement. After notification of the transfer, the Rental Fee may be paid with discharging effect only to the Partner, which then assumes all of BREEX's rights and obligations relating to this Rental Agreement.

6.2 BREEX also has the right to assign or pledge the claim arising from this Rental Agreement. If the assignment or pledge is made later than the signing of this Rental Agreement, the Customer declares that it will have been sufficiently informed of this assignment or pledge by a simple letter from BREEX.

6.3 The Customer is not permitted to sell, pledge, transfer or encumber the rights and obligations arising from the Rental Agreement to third parties, in whole or in part.

6.4 In the event of a transfer of the Rental as provided in Article 6.1, the Partner shall not warrant against latent defects. No recourse may be exercised against the Partner on account of such a defect. BREEX (and not the Partner) shall, by way of exception, continue to warrant the Customer against latent defects, which the Customer expressly accepts, irrespective of the transfer of the Rental to the Partner. The Customer shall therefore address these complaints exclusively to BREEX and exercise all recourse against the latter.

6.5 The Partner shall not disclose to third parties any information concerning the performance of the Rental Agreement, except where it is authorised to do so, is required to do so by law or where an interest justifies this. By signing the Rental Agreement, the Customer expressly accepts that an interest exists on the part of the Partner if it would suffer a disadvantage were it to refrain from disclosing the information concerned (such as, but not limited to, in the event of payment defaults by the Customer or disputed invoices). The Customer in any event agrees that BREEX may be notified of any payment defaults.

Article 7 – Liability and damage

7.1 The Customer indemnifies BREEX against all claims by third parties, including employees, for compensation for damage (partly) caused by, or connected with, the devices or the use of the devices, or the materials, insofar as the damage to third parties has arisen from defects in the devices or the material of which BREEX is not the supplier. The Customer waives any recourse against BREEX for any damage caused to its own assets by the rented equipment. The Customer indemnifies BREEX against all claims by third parties, including claims by persons whose personal data are recorded or processed in a personal data filing system kept by the Customer or for which it is otherwise responsible, for compensation for damage (partly) caused by or connected with the equipment or the use of the devices or the condition they are in.

7.2 BREEX's liability for any loss of use, loss of profit and/or indirect damage is in any event excluded and BREEX cannot under any circumstances be held liable to pay any compensation for it. BREEX is in no event liable for damage to the hardware, software and data connected to the devices. Nor is it liable for damage or costs resulting from misuse of the access or identification codes. In the event of non-conformity of or defects in the devices for which BREEX is required to intervene, BREEX's liability and intervention are limited exclusively to the repair or, where applicable, the replacement of the defective or non-conforming devices.

7.3 The Customer may not claim any suspension or annulment of the Rental, reduction of a Rental Fee or suspension of its payment, nor any compensation in the event of total or partial loss of use of the equipment, for any reason whatsoever, including the fault of third parties or force majeure. In the event of loss or destruction of the rented devices, whatever the cause, the Customer shall indemnify BREEX for all damage suffered by the latter.

7.4 Where there are several lessees, each individual lessee is jointly and severally and indivisibly bound to perform the Rental Agreement.

Article 8 – Right of dissolution and termination

8.1 The Rental Agreement may be dissolved by BREEX by operation of law, by ordinary written notice to the Customer, without any judicial formality:

8.2

• if the Customer is in a state of cessation of payments, collective debt settlement, judicial reorganisation or bankruptcy,
• in the event of the death of the Customer,
• in the event of a reduction in or loss of the Guarantee,
• in the event of an attachment or other forms of enforcement against the Customer,
• if damage to, destruction or loss of the rented devices has been established,
• if the Customer has provided BREEX and/or the Partner with incorrect information about its business or its financial situation that played a crucial role in the decision of BREEX and/or the Partner to enter into the relationship with the Customer,
• in the event of non-payment of invoices,
• in the event of any breach by the Customer of this Rental Agreement that is not remedied within a period of at least 5 days after written formal notice to that effect.

8.3 Should the Customer unilaterally terminate or break off the Rental Agreement early and before the expiry of the contractually agreed term, or commit a contractual breach, the Customer shall owe BREEX at least lump-sum damages as set out below. In all cases of early termination, without prejudice to BREEX's right to full compensation, the Customer shall owe, in addition to the sums due and unpaid, increased by late-payment interest, compensation, on the one hand, to BREEX, set at the value of the rental instalments still to fall due, plus the residual value, plus 150 EUR + VAT in administrative costs and a 5 % reinvestment fee, less the available balance from the sale of the devices. The Customer expressly waives the benefit of Article 1231 of the Civil Code. This compensation does not cover the loss in value that would result from the damaged condition of the repossessed device. That loss in value must be compensated separately. Payments made by the Customer shall be applied first to the stipulated compensation and to the late-payment interest, then to the costs remaining unpaid and finally to the principal sums. This settlement shall also apply in the event of total loss, as established and confirmed by expert assessment.

Article 9 – End of the Agreement

9.1 At the end of the Rental Agreement, for whatever reason, the Customer is obliged to make the devices available to BREEX in good and complete condition. Save for normal wear and tear, this condition shall be the same as the condition described in the delivery receipt.

9.2 The cost of return transport shall be borne by the Customer. These costs are determined on the basis of the table of transport costs per weight class in use at BREEX at that time. Consumables not yet used remain the property of BREEX and must be returned to BREEX at the end of the term of the Rental Agreement.

9.3 If the Customer refuses to make the devices available to BREEX at the end of the Rental Agreement in accordance with Article 9.1, lump-sum damages of 100,00 EUR per device per day, part of a day included, shall be imposed by operation of law and without prior formal notice for each day that the device is not handed over, with a maximum of 5.000,00 EUR per device.

Article 10 – Right of ownership

10.1 For the entire term of the Rental Agreement, the devices, including all accessories, remain the property of BREEX or its successors in title.

10.2 The Customer is prohibited from (sub)letting the devices, from making them available to third parties for use under any title, from pledging, selling, alienating or otherwise encumbering them, or from transferring them to third parties in any other way. The Customer is not permitted to remove, cover, alter (or have altered) or damage the marks, numbers, names and/or other inscriptions affixed to the devices, nor to add others to them. Any necessary or desired changes to the devices may be made only by BREEX.

10.3 The Customer is obliged to inform immediately anyone who wishes to exercise any right over or in respect of the devices that the devices are the property of BREEX. The Customer shall also notify BREEX without delay by registered letter, enclosing all relevant documents, of (i) threatened enforcement measures, (ii) attachment or retention of all or part of the rented devices, (iii) any accident involving all or part of the rented devices, (iv) requisition, theft or (v) damage to the rented devices.

Article 11 – GDPR

11.1 BREEX respects the Customer's privacy and processes its personal data for the purpose of customer or prospect management in accordance with the applicable regulations (in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data). This processing takes place on the basis of the Customer's consent and the arrangements made. By signing this Rental Agreement, the Customer accepts that BREEX may carry out creditworthiness checks and may obtain information concerning the Customer as well as its representatives and other parties involved in the Customer's business. This information may be used by BREEX or its group for the performance of the Rental Agreement, the fulfilment of their legal obligations and in order to send information about products or services that may be of interest to the Customer. This information may also be passed on to the Partner in the context of a transfer of the Rental. This collection takes place in accordance with the privacy policy of BREEX. The Customer has the right to be informed about its personal data that BREEX and/or BREEX process and to request the rectification of incorrect data, the erasure of the data and/or the restriction of processing, always insofar as the applicable regulations provide for this. The Customer also has the right to object to processing and to request the portability of the personal data, again in accordance with the applicable regulations. The Customer may exercise these rights by sending a written request, dated and signed, to BREEX and/or BREEX, enclosing a copy of both sides of the identity card. In the event of problems, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Rue de la Presse 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 12 – Governing law and choice of forum

12.1 Any dispute relating to the Rental Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the Dutch-language courts of Dendermonde. The Rental Agreement is governed by Belgian law.

The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Agreement sent by e-mail in .pdf format shall have the same evidential value as an original paper copy bearing a handwritten signature.

ENG: Parties agree that (i) electronic signatures which qualify as an advanced or a qualified e-signature under the eIDAS Regulation (Regulation (EU) N°910/2014) or (ii) scan copies of duly signed counterpart signature pages to this Agreement transmitted by email in .pdf format, will have the same probative value as a wet ink original paper document bearing a manually signed signature.

IT Rental Agreement

GENERAL CONDITIONS

Article 1 – Subject matter

1.1 This agreement between, on the one hand, (i) BREEX Europe NV (“BREEX”), with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0537.365.350, and, on the other hand, (ii) the Customer is governed by the terms and conditions of the rental agreement entered into between the Parties, including these general conditions, the invoices and any special conditions stated in the rental agreement (hereinafter jointly referred to as the “Rental Agreement”). The Rental Agreement takes effect upon signature of the agreement by the Customer and BREEX, such signature also constituting acceptance of these general conditions, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate this Rental Agreement. The Rental Agreement excludes the application of any general and/or other conditions of the Customer itself. BREEX's obligations are obligations of means.

1.2 The services under the Rental Agreement comprise the rental of the devices made available to the Customer by BREEX, as shown in the special conditions of the Rental Agreement and the delivery receipt (hereinafter the “Rental”). The fee for the Rental consists of a monthly rental amount (hereinafter the “Rental Fee”).

1.3 The agreed rental period as set out in the Rental Agreement commences on the date of delivery of the devices, as further explained in Article 5.8 below. Unless otherwise provided, the Rental Agreement shall be tacitly renewed for 12 months, unless terminated by registered letter at least 6 months before the expiry of the contractual period.

1.4 The devices are chosen by the Customer under its sole responsibility. The Customer chooses the supplier and the devices on its own initiative and freely determines the technical characteristics, arrangements and place of delivery. The Customer releases BREEX from any duty to inform and confirms that it is contracting with full knowledge of the facts. Under no circumstances may the Customer invoke difficulties relating to the devices, their use or performance, or their unsuitability for its needs. BREEX or its agent is responsible only for setting up, adjusting and testing the devices and provides the Customer with information on putting the devices into service.

1.5 The Rental Agreement is always subject to the condition precedent of a positive creditworthiness check of the Customer by BREEX. If the creditworthiness check shows that, in BREEX's opinion, the Customer has insufficient financial means to guarantee the proper performance of this Rental Agreement, BREEX shall notify the Customer (purely for information) that the condition precedent has not been fulfilled. This condition may be invoked only by BREEX and not by the Customer.

Article 2 – Delivery and receipt

2.1 Before the scheduled delivery, the Customer shall provide BREEX with all useful and necessary information concerning the delivery and shall ensure that the premises intended for that purpose are fitted with the necessary installations and connections. If, owing to a failure to do so, delivery cannot take place at the agreed time, the related costs shall be borne by the Customer. The devices are delivered directly by BREEX and received by the Customer at the designated place. Delivery and installation are at the Customer's expense and risk. Delivery times stated are purely indicative and constitute an obligation of means on the part of BREEX. Receipt of the goods by the Customer implies acceptance of the delivery time, even if the indicative delivery time has been exceeded.

2.2 On delivery, the Customer shall check the conformity of the devices and carry out all tests and checks that have been agreed or that the nature of the devices requires. The Customer then undertakes to sign a delivery receipt at the time the devices are made available. The Customer's signature of this document constitutes proof that the device corresponds to the agreed device (including accessories, etc.) as specified in the special conditions, that the device is in perfect condition and shows no (visible) defects, and that all necessary documents, manuals and equipment are present and have been made available with it.

2.3 Latent defects must be reported to BREEX in writing no later than 24 hours after they are established and discovered, but in any event within 12 months of delivery. If remarks are not made in good time and in writing in accordance with the above, the goods delivered shall be deemed to have been delivered in accordance with good professional practice, in conformity and free of defects, and shall be deemed to have been accepted as such by the Customer. Under no circumstances shall BREEX be required to intervene in any way or be liable in any way for any non-conformity or defects caused by the Customer itself or resulting from improper use by the Customer or from non-compliance with the conditions of this Rental Agreement.

2.4 BREEX reserves the right to have the obligations incumbent on it under the Rental Agreement performed by third parties on its behalf.

Article 3 – Manner of use and insurance

3.1 The Customer is obliged to use the devices in accordance with the manuals supplied with the devices and BREEX's instructions. The Customer shall use the said devices solely for business purposes, as a prudent and reasonable person. The Customer shall ensure that no spare parts, accessories or consumables are used other than those supplied or approved by BREEX. Spare parts and all fitted accessories become the property of BREEX by operation of law without any compensation for the Customer. The Customer is not permitted to remove the devices from the location where they are installed, except with BREEX's prior written consent. The Customer shall carry out all maintenance work and all repairs at its own expense, where applicable under a separate maintenance agreement with BREEX. Such a maintenance agreement is independent of this Rental Agreement and any negligence or non-performance under such a maintenance agreement has no impact on the Rental Agreement.

3.2 Insurance

A. Civil liability

Throughout the term of the Rental, until the devices are returned, the Customer shall insure its civil liability arising from the use and custody of the devices with a recognised, solvent insurance company, for all damage caused to both persons and property. The insurance company shall waive any form of recourse against BREEX. The insurance contract shall also cover BREEX's liability towards third parties with regard to the rented devices. The Customer shall instruct its insurer and its insurance intermediary (i) to send BREEX the corresponding insurance certificate annually, for the first time no later than the actual delivery date of the equipment, together with the signed document of receipt of the equipment, and (ii) to notify BREEX without delay of the end, termination or suspension of the insurance contract and of any non-payment of premiums.

B. Liability for loss and damage

Throughout the term of the Rental, until the devices are returned, the Customer shall insure the rented devices, for the benefit of BREEX, against damage caused by fire, lightning, explosion, implosion, the action of electricity, water damage, natural forces, machinery breakdown and theft. BREEX has the right to check compliance with this obligation at any time, or to have it checked by a third party designated by it. In that context, BREEX may communicate the Customer's necessary contact details, the relevant information on the rented devices and the intended term of this Rental Agreement to the third party designated by it, which will contact the Customer. The insured value must at all times be sufficient to cover the total loss of the rented devices, in accordance with the article concerning the breaking off of the Rental Agreement (Article 8), plus the residual value. The Customer shall, either on its own initiative or in any event at BREEX's first request, instruct its insurer and/or its insurance intermediary (i) to send BREEX or a third party designated by BREEX the corresponding insurance contract and proof of payment of the premiums, and (ii) to notify BREEX or a third party designated by BREEX without delay of the end, termination or suspension of the insurance contract and of any non-payment of premiums. If the necessary supporting documents are not provided in good time (30 days after the date of the letter in which BREEX or the third party appointed by it requested the documents) or if the documents provided do not sufficiently prove that the equipment is insured in accordance with this Rental Agreement, BREEX shall be entitled, but not obliged, to include the devices in the insurance policy taken out by BREEX in its own name. BREEX shall charge the Customer an additional amount for this. BREEX shall notify the Customer of this in advance. This amount shall be payable on the same terms and conditions as those provided for all other payments due under this Rental Agreement and shall be invoiced together with the periodic rental fees. The Customer always retains the option of having the devices insured at any time through its insurer or insurance intermediary and of providing proof thereof.

C. Pledge

As security for the proper performance of its obligations, the Customer hereby declares that it pledges to BREEX, with effect from today and for the entire term of this Rental Agreement, its claims under insurance policies taken out for the rented devices. The Customer undertakes neither to assign nor to pledge the sums that are or will become due to it under the pledged claims, and to ensure that they are not the subject of an assignment, a set-off, an attachment by third parties or an objection, and it expressly waives the right to perform any act that could hinder or limit the effect of this pledge. The Customer hereby authorises BREEX, as the sole party entitled to collect, on all due dates and at whatever time the pledged claims become payable, to collect all sums relating to these claims and to apply them to the amounts owed by the Customer, without judicial intervention. This pledge is given as security for all amounts that the Customer owes or will owe to BREEX under leasing contracts and/or renting, and/or arising from the business relationship between the Customer and BREEX, up to a maximum amount equal to the number of rental instalments multiplied by the amount of the periodic rental instalment, in principal and ancillary amounts, plus the amount of the purchase option under a leasing contract.

Article 4 – Force majeure

Any event that constitutes an insurmountable obstacle to the normal performance of the Rental Agreement, or that seriously prevents or hinders it, shall be regarded as a case of force majeure, including (but not limited to): strikes, government measures, (temporary) closure of the business, transport difficulties, delay in or impossibility of supply and damage to – or defects in – business assets of BREEX essential to the work, delay in or impossibility of supply on the part of BREEX's suppliers. In the event of force majeure, BREEX shall be entitled either to suspend performance of the Rental Agreement for a period of no more than three months, or to dissolve the Rental Agreement in whole or in part, without being liable for any compensation. Financial obligations of the Customer can never be suspended or dissolved as a result of force majeure.

Article 5 – Price and payment

5.1 The Rental Fee is payable in advance in accordance with the arrangements agreed in the special conditions. If the devices are delivered in the course of the calendar month following signature of the Rental Agreement, invoicing of the Rental Fee shall commence on the first day following the day after the last device has been delivered.

5.2 BREEX reserves the right to change the Rental Fee during the term, no more than once a year, but not earlier than six months after the Rental Agreement takes effect. The change may be made as a result of, among other things, cost increases and/or changes in exchange rates and/or price-increasing measures taken by the Belgian government.

5.3 All taxes and charges, however described, that are now or may at any time be levied on the amounts payable by the Customer, or on the Rental Agreement or on the devices and/or on the use of the devices, irrespective of in whose name they are assessed, shall be borne by the Customer.

5.4 The Customer may not invoke suspension, deduction or set-off with regard to the Customer's payment obligations towards BREEX and expressly waives its rights under Article 1184 of the Civil Code.

5.5 The Rental Fee is paid by direct debit from the bank account specified by the Customer. The Customer undertakes to provide BREEX with a SEPA mandate at BREEX's first request.

5.6 BREEX has the right (but is not obliged) to make invoices available to the Customer electronically by e-mail or through a customer portal.

5.7 BREEX is entitled to require security for the fulfilment of the Customer's payment obligations. This security may be provided by issuing, at BREEX's first request, an unconditional and irrevocable bank guarantee in favour of BREEX or by providing personal security in the form of suretyships or declarations of liability (hereinafter jointly the “Guarantee”). In the case of a partnership, the directors are in any event personally and jointly and severally liable for the fulfilment of the partnership's obligations under the Rental Agreement. The Customer shall notify BREEX immediately, by registered letter, as soon as the Customer becomes aware of the withdrawal (or intended withdrawal) of a Guarantee.

5.8 The rental period commences on the day the devices are delivered. Unless otherwise provided, the Rental Fee has been calculated on the basis of delivery of the devices on the first day of the month. In the event of delivery on another day, the rental period and rental invoicing shall start on the first day of the month following delivery of the devices. Between the date of delivery and the first day of the month following delivery of the devices, the Customer is liable to pay a usage fee, which is definitively earned by BREEX. This usage fee is calculated on the basis of the agreed Rental Fee, pro rata to the number of days elapsed between the date of delivery and the first day of the month following delivery of the devices. Unless otherwise provided, this usage fee is payable together with the first Rental Fee.

5.9 Without prejudice to BREEX's other rights, it is in that case entitled to require additional or replacement security from the Customer. The Customer is obliged to supplement or replace that security. If a Guarantee from a third party for the Customer's obligations has been or is withdrawn, BREEX is entitled immediately and by operation of law, without formal notice or other formality, to dissolve the Rental Agreement and immediately proceed to recover the amounts still owed by the Customer, including the compensation for early termination or dissolution provided for in Article 8.

5.10 Unless otherwise stated above, all invoices are payable at the address of BREEX's registered office and, unless otherwise agreed, must be paid within 14 days of the invoice date. In the event of late payment, late-payment interest of 1,5 % per month shall be due by operation of law and without formal notice, together with lump-sum compensation of 10 % with a minimum of 65 EUR, by way of irrevocable damages and irrespective of court costs. For each reminder sent, an additional reminder fee of 15,00 EUR shall be charged, plus the cost of sending it by registered post. All complaints and objections must be made within 7 days of the invoice date.

5.11 The Customer must always inform BREEX immediately of any changes to the address and invoicing details provided when the Rental Agreement was signed.

Article 6 – Transfer of the Rental to a Partner

6.1 The Customer irrevocably grants BREEX the right to transfer ownership of the devices and the Rental to a leasing company and/or a partner of BREEX (hereinafter the “Partner”). The Customer hereby consents to this transfer and shall be bound by operation of law towards the Partner to perform the obligations under this Rental Agreement. After notification of the transfer, the Rental Fee may be paid with discharging effect only to the Partner, which then assumes all of BREEX's rights and obligations relating to this Rental Agreement.

6.2 BREEX also has the right to assign or pledge the claim arising from this Rental Agreement. If the assignment or pledge is made later than the signing of this Rental Agreement, the Customer declares that it will have been sufficiently informed of this assignment or pledge by a simple letter from BREEX.

6.3 The Customer is not permitted to sell, pledge, transfer or encumber the rights and obligations arising from the Rental Agreement to third parties, in whole or in part.

6.4 In the event of a transfer of the Rental as provided in Article 6.1, the Partner shall not warrant against latent defects. No recourse may be exercised against the Partner on account of such a defect. BREEX (and not the Partner) shall, by way of exception, continue to warrant the Customer against latent defects, which the Customer expressly accepts, irrespective of the transfer of the Rental to the Partner. The Customer shall therefore address these complaints exclusively to BREEX and exercise all recourse against the latter.

6.5 The Partner shall not disclose to third parties any information concerning the performance of the Rental Agreement, except where it is authorised to do so, is required to do so by law or where an interest justifies this. By signing the Rental Agreement, the Customer expressly accepts that an interest exists on the part of the Partner if it would suffer a disadvantage were it to refrain from disclosing the information concerned (such as, but not limited to, in the event of payment defaults by the Customer or disputed invoices). The Customer in any event agrees that BREEX may be notified of any payment defaults.

Article 7 – Liability and damage

7.1 The Customer indemnifies BREEX against all claims by third parties, including employees, for compensation for damage (partly) caused by, or connected with, the devices or the use of the devices, or the materials, insofar as the damage to third parties has arisen from defects in the devices or the material of which BREEX is not the supplier. The Customer waives any recourse against BREEX for any damage caused to its own assets by the rented equipment. The Customer indemnifies BREEX against all claims by third parties, including claims by persons whose personal data are recorded or processed in a personal data filing system kept by the Customer or for which it is otherwise responsible, for compensation for damage (partly) caused by or connected with the equipment or the use of the devices or the condition they are in.

7.2 BREEX's liability for any loss of use, loss of profit and/or indirect damage is in any event excluded and BREEX cannot under any circumstances be held liable to pay any compensation for it. BREEX is in no event liable for damage to the hardware, software and data connected to the devices. Nor is it liable for damage or costs resulting from misuse of the access or identification codes. In the event of non-conformity of or defects in the devices for which BREEX is required to intervene, BREEX's liability and intervention are limited exclusively to the repair or, where applicable, the replacement of the defective or non-conforming devices.

7.3 The Customer may not claim any suspension or annulment of the Rental, reduction of a Rental Fee or suspension of its payment, nor any compensation in the event of total or partial loss of use of the equipment, for any reason whatsoever, including the fault of third parties or force majeure. In the event of loss or destruction of the rented devices, whatever the cause, the Customer shall indemnify BREEX for all damage suffered by the latter.

7.4 Where there are several lessees, each individual lessee is jointly and severally and indivisibly bound to perform the Rental Agreement.

Article 8 – Right of dissolution and termination

8.1 The Rental Agreement may be dissolved by BREEX by operation of law, by ordinary written notice to the Customer, without any judicial formality:

8.2

• if the Customer is in a state of cessation of payments, collective debt settlement, judicial reorganisation or bankruptcy,
• in the event of the death of the Customer,
• in the event of a reduction in or loss of the Guarantee,
• in the event of an attachment or other forms of enforcement against the Customer,
• if damage to, destruction or loss of the rented devices has been established,
• if the Customer has provided BREEX and/or the Partner with incorrect information about its business or its financial situation that played a crucial role in the decision of BREEX and/or the Partner to enter into the relationship with the Customer,
• in the event of non-payment of invoices,
• in the event of any breach by the Customer of this Rental Agreement that is not remedied within a period of at least 5 days after written formal notice to that effect.

8.3 Should the Customer unilaterally terminate or break off the Rental Agreement early and before the expiry of the contractually agreed term, or commit a contractual breach, the Customer shall owe BREEX at least lump-sum damages as set out below. In all cases of early termination, without prejudice to BREEX's right to full compensation, the Customer shall owe, in addition to the sums due and unpaid, increased by late-payment interest, compensation, on the one hand, to BREEX, set at the value of the rental instalments still to fall due, plus the residual value, plus 150 EUR + VAT in administrative costs and a 5 % reinvestment fee, less the available balance from the sale of the devices. The Customer expressly waives the benefit of Article 1231 of the Civil Code. This compensation does not cover the loss in value that would result from the damaged condition of the repossessed device. That loss in value must be compensated separately. Payments made by the Customer shall be applied first to the stipulated compensation and to the late-payment interest, then to the costs remaining unpaid and finally to the principal sums. This settlement shall also apply in the event of total loss, as established and confirmed by expert assessment.

Article 9 – End of the Agreement

9.1 At the end of the Rental Agreement, for whatever reason, the Customer is obliged to make the devices available to BREEX in good and complete condition. Save for normal wear and tear, this condition shall be the same as the condition described in the delivery receipt.

9.2 The cost of return transport shall be borne by the Customer. These costs are determined on the basis of the table of transport costs per weight class in use at BREEX at that time. Consumables not yet used remain the property of BREEX and must be returned to BREEX at the end of the term of the Rental Agreement.

9.3 If the Customer refuses to make the devices available to BREEX at the end of the Rental Agreement in accordance with Article 9.1, lump-sum damages of 100,00 EUR per device per day, part of a day included, shall be imposed by operation of law and without prior formal notice for each day that the device is not handed over, with a maximum of 5.000,00 EUR per device.

Article 10 – Right of ownership

10.1 For the entire term of the Rental Agreement, the devices, including all accessories, remain the property of BREEX or its successors in title.

10.2 The Customer is prohibited from (sub)letting the devices, from making them available to third parties for use under any title, from pledging, selling, alienating or otherwise encumbering them, or from transferring them to third parties in any other way. The Customer is not permitted to remove, cover, alter (or have altered) or damage the marks, numbers, names and/or other inscriptions affixed to the devices, nor to add others to them. Any necessary or desired changes to the devices may be made only by BREEX.

10.3 The Customer is obliged to inform immediately anyone who wishes to exercise any right over or in respect of the devices that the devices are the property of BREEX. The Customer shall also notify BREEX without delay by registered letter, enclosing all relevant documents, of (i) threatened enforcement measures, (ii) attachment or retention of all or part of the rented devices, (iii) any accident involving all or part of the rented devices, (iv) requisition, theft or (v) damage to the rented devices.

Article 11 – GDPR

11.1 BREEX respects the Customer's privacy and processes its personal data for the purpose of customer or prospect management in accordance with the applicable regulations (in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data). This processing takes place on the basis of the Customer's consent and the arrangements made. By signing this Rental Agreement, the Customer accepts that BREEX may carry out creditworthiness checks and may obtain information concerning the Customer as well as its representatives and other parties involved in the Customer's business. This information may be used by BREEX or its group for the performance of the Rental Agreement, the fulfilment of their legal obligations and in order to send information about products or services that may be of interest to the Customer. This information may also be passed on to the Partner in the context of a transfer of the Rental. This collection takes place in accordance with the privacy policy of BREEX. The Customer has the right to be informed about its personal data that BREEX and/or BREEX process and to request the rectification of incorrect data, the erasure of the data and/or the restriction of processing, always insofar as the applicable regulations provide for this. The Customer also has the right to object to processing and to request the portability of the personal data, again in accordance with the applicable regulations. The Customer may exercise these rights by sending a written request, dated and signed, to BREEX and/or BREEX, enclosing a copy of both sides of the identity card. In the event of problems, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Rue de la Presse 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 12 – Governing law and choice of forum

12.1 Any dispute relating to the Rental Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the Dutch-language courts of Dendermonde. The Rental Agreement is governed by Belgian law.

The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Agreement sent by e-mail in .pdf format shall have the same evidential value as an original paper copy bearing a handwritten signature.

ENG: Parties agree that (i) electronic signatures which qualify as an advanced or a qualified e-signature under the eIDAS Regulation (Regulation (EU) N°910/2014) or (ii) scan copies of duly signed counterpart signature pages to this Agreement transmitted by email in .pdf format, will have the same probative value as a wet ink original paper document bearing a manually signed signature.

General Terms of Sale

GENERAL TERMS OF SALE

PART I – GENERAL

Article 1 – Subject matter

1.1 These general conditions (the “General Terms of Sale”) form part of the Sales Agreement and also apply to every contractual relationship between the Parties.

1.2 These General Terms of Sale may be consulted by the Customer at any time. The Customer may store these General Terms of Sale on a durable medium and shall be informed of any change relating to the contractual relationship between the Parties by a means appropriate for distance communication.

1.3 The Sales Agreement takes effect upon signature of the agreement by the Customer and BREEX, such signature also constituting acceptance of these conditions, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate this Sales Agreement. The Sales Agreement excludes the application of any general and/or other conditions of the Customer itself.

1.4 The Hardware and/or Services are chosen by the Customer on its own initiative and under its sole responsibility. The Customer freely determines the technical characteristics, arrangements and place of delivery. The Customer, in its capacity as a professional, confirms and acknowledges that it has received from BREEX all the information necessary to contract with full knowledge of the facts. Under no circumstances may the Customer invoke difficulties relating to the Hardware and/or Services, their use or performance, or their unsuitability for its needs.

Article 2 - Term

This Sales Agreement takes effect on the date of signature by the Customer. If, in accordance with the Customer's choices in the Special Conditions, the Sales Agreement provides for the supply of Services, the Sales Agreement applies for a period equal to the term set out in the Special Conditions, unless the Sales Agreement is terminated earlier in accordance with Article 7 or 8 of the Contractual Terms of Sale.

Article 3 – Duty to cooperate

3.1 Before the scheduled delivery, the Customer shall provide BREEX with all useful and necessary information concerning the delivery and shall ensure that, where applicable, the equipment, systems and premises intended for that purpose are fitted with the necessary installations and connections. If, owing to a failure to do so, delivery cannot take place at the agreed time, the related costs shall be borne by the Customer.

3.2 Any delay caused by a delay in the provision of necessary information and/or hardware and software infrastructure by the Customer or a third party, or by external suppliers or partners of BREEX, falls outside BREEX's responsibility. In that case, the Customer waives its right to proceed to dissolution.

3.3 The Parties acknowledge and accept that the success of work in the field of information and communication technology depends on correct and timely mutual cooperation. If the Customer does not cooperate, BREEX shall be entitled, after prior formal notice by registered letter, to suspend its Services and/or invoice an additional administration fee of 175,00 EUR per month and/or dissolve the Sales Agreement to the Customer's detriment if the matter is not remedied within fifteen (15) days.

3.4 The Customer acknowledges and accepts that a lack of cooperation, as set out in Article 3.3 of these General Terms of Sale, may have consequences for the delivery and/or use of the Hardware/Services, in which case the Customer expressly waives the right to hold BREEX liable for late or defective delivery, damage to the Hardware/Services or the Customer's data and the unavailability of the Hardware/Services.

3.5 BREEX provides the Services within the limits of the Sales Agreement and on the basis of the information provided by the Customer. The Customer guarantees the completeness and accuracy of the information it provides and of other data that are relevant, and in particular the data that are crucial to enable BREEX to fulfil its obligations. The Customer indemnifies BREEX against any damage arising from incorrect, late or incomplete information and data.

3.6 The Customer is at all times responsible for its existing infrastructure (for example, but not limited to: hardware, software, servers, website, databases, control and security procedures, system administration, etc.) and its proper functioning, availability and security.

3.7 The Customer undertakes to inform BREEX if its e-mail accounts are connected via Office365, Google Workspace or other third-party cloud-based productivity software, in which case the Customer agrees to their takeover and additional invoicing (at purchase price) under a separate agreement concluded for that purpose between BREEX and the Customer. In addition, the Customer is responsible for the smooth transfer and for contact with the previous provider if this is deemed necessary.

Article 4 – Use

4.1 The Customer is required to use the Hardware for its own account. Transferring, reselling, renting out, lending or in any way making the Hardware available to third parties without BREEX's prior written consent is not permitted until full payment of the principal and ancillary amounts and constitutes a very serious breach of this Sales Agreement. BREEX is under no obligation to approve any transfer, resale, rental, loan or making available in any way, nor is it required to give reasons for its decision in this regard.

4.2 The Services may not be transferred in any way to third parties without BREEX's prior written consent. BREEX is under no obligation to approve such a transfer, nor is it required to give reasons for its decision in this regard.

Article 5 – Latent defects

Latent defects must be reported to BREEX in writing no later than 24 hours after they are established and discovered, but in any event within twelve (12) months of delivery. If remarks are not made in good time and in writing in accordance with the above, the Hardware and/or Services delivered shall be deemed to have been delivered in accordance with good professional practice, in conformity and free of defects, and shall be deemed to have been accepted as such by the Customer. Under no circumstances shall BREEX be required to intervene in any way or be liable in any way for any non-conformity or defects caused by the Customer itself or resulting from improper use by the Customer, the intervention of any third party or non-compliance with the conditions of this Sales Agreement.

Article 6 – Back-up

Except where back-up services are provided for in the Special Conditions, the Customer is responsible for establishing procedures that allow it to reconstruct lost or altered files, data or programs at any time, whatever the cause of the loss or alteration. The Customer is required to have the necessary back-ups of its computer programs, files and data on a daily basis. BREEX cannot under any circumstances be held liable for any damage, destruction or loss of data or documents resulting from the absence of the aforementioned back-up.

Article 7 – Invoicing

7.1 BREEX may, at its own discretion, grant the Customer a discount and/or commercial concession, which shall be deducted from BREEX's invoicing to the Customer under this Sales Agreement, without the Customer being able to claim such a discount and/or commercial concession from BREEX. Any discount and/or commercial concession granted is inherently linked to and dependent on the full performance of the Sales Agreement by the Customer. Any late payment or contractual breach by the Customer, and any dissolution or annulment of the Sales Agreement, shall cause any discount and/or commercial concession granted to lapse both for the past and for the future and, where applicable, to be repaid to BREEX in full, plus interest in accordance with Article 5.3 of the Contractual Terms of Sale.

7.2 Even if payment in instalments or a payment term is granted to a Customer under the Special Conditions, non-payment of a single invoice on its due date shall, by operation of law and without prior formal notice, render all unpaid invoices due and payable.

7.3 Any complaint about the drafting or calculation of an invoice must be submitted by registered letter within ten (10) days of the invoice date, failing which the invoice shall be deemed to have been accepted by the Customer.

7.4 The Customer must always inform BREEX immediately of any changes to the address and invoicing details provided when the Sales Agreement was signed, as well as of any change in the Customer's legal or financial situation, in which case BREEX has the option of cancelling current orders, refusing orders, requiring security or changing the terms and periods of payment.

7.5 In the event of non-compliance by the Customer with any of its contractual obligations, including the timely payment of invoices, BREEX reserves the right to take any measure, including the suspension of current deliveries, orders and the performance of the Sales Agreement.

7.6 BREEX may at any time – even after the bankruptcy of the Customer or the concurrence of the Customer's creditors, or after the Customer's application for or admission to the benefit of a judicial reorganisation – set off any existing or future claim, on whatever grounds, against any sum owed to the Customer on whatever grounds.

7.7 Subject to specific statutory provisions and as security for the repayment of all amounts that the Customer may owe to BREEX under all present and/or future claims, whatever their nature, the Customer pledges in favour of BREEX: all present and future claims against third parties, on whatever grounds, such as trade receivables and other claims against customers, fees for work and services, claims from income from movable or immovable property, claims for damages, pensions, insurance payments, social security benefits or claims against the government under tax legislation. The Customer undertakes to provide, at BREEX's simple request, all information and documents relating to these claims.

Article 8 – Privacy

BREEX respects the Customer's privacy and processes its personal data for the purpose of customer or prospect management in accordance with the applicable regulations (in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data). By signing the Sales Agreement, the Customer accepts that BREEX may carry out creditworthiness checks and may obtain information concerning the Customer as well as its representatives and other parties involved in the Customer's business. This information may be used by BREEX or its group for the performance of the Sales Agreement, the fulfilment of their legal obligations and in order to send information about products or services that may be of interest to the Customer. The Customer has the right to be informed about its personal data that BREEX processes and to request the rectification of incorrect data, the erasure of the data and/or the restriction of processing, always insofar as the applicable regulations provide for this. The Customer also has the right to object to processing and to request the portability of the personal data, again in accordance with the applicable regulations. The Customer may exercise these rights by sending a written request, dated and signed, to BREEX, enclosing a copy of both sides of the identity card. In the event of problems, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Rue de la Presse 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 9 – Force majeure and hardship

9.1 Any event that constitutes an insurmountable obstacle to the normal performance of the Sales Agreement, or that seriously prevents or hinders it, shall be regarded as a case of force majeure on the part of BREEX, including (but not limited to): strikes, government measures, (temporary) closure of the business, transport difficulties, fait du prince, delay in or impossibility of supply and damage to – or defects in – business assets of BREEX essential to the work, delay in or impossibility of supply on the part of BREEX's suppliers, and cybercrime. In the event of force majeure, BREEX shall be entitled either to suspend performance of the Sales Agreement for a period of no more than three months, or to dissolve the Sales Agreement in whole or in part, without being liable for any compensation.

9.2 In the event of a fundamental change in circumstances and/or conditions which is not attributable to BREEX and as a result of which its contractual obligations towards the Customer become unfairly more onerous, the Parties undertake to renegotiate the terms of the Sales Agreement in order to arrive jointly at a fair solution for continuing the Sales Agreement. In doing so, the aim shall be to achieve a balance between the Parties' contractual obligations similar to the balance that existed when the Sales Agreement was entered into.

Should the Parties fail to agree on whether fundamental changes in circumstances and/or conditions, as referred to in the previous paragraph, have indeed occurred, both Parties shall appoint an expert who, assisted by a third party where appropriate, shall determine whether or not such conditions or changes have occurred.

9.3 If the Customer does not respond positively to proceed to renegotiation within one month of BREEX's request to that effect by registered letter, BREEX shall be entitled to terminate the Sales Agreement by registered letter, subject to a notice period of three (3) months, without being obliged to pay any compensation.

Article 10 - Suspension

10.1 If the Customer fails to fulfil its contractual obligations, BREEX may, after formal notice by registered letter and failing remedy by the Customer within fifteen (15) days, suspend, block, restrict, revoke or cancel the Customer's right to further performance of the Sales Agreement, without BREEX being liable for doing so. The Customer acknowledges and accepts all consequences and damage resulting from the suspension.

10.2 Before suspending its obligations, BREEX shall give the Customer formal notice by registered letter and allow a period of fifteen (15) days to remedy the contractual breach.

10.3 After the end of the suspension, the Customer shall be required to pay BREEX a reactivation fee for the Services of 250,00 EUR excl. VAT. Performance of the Sales Agreement shall resume only once this fee has been paid by the Customer into BREEX's account.

10.4 BREEX also reserves the right to declare the Sales Agreement dissolved through the Customer's fault.

PART II – HARDWARE

Article 11 – Delivery of Hardware

The Hardware is delivered directly by BREEX and received by the Customer at the designated place, where applicable after payment of the advance as provided for in Article 5.1 of the Contractual Terms of Sale. Delivery and installation are at the Customer's expense and risk.

Article 12 - Retention of title

12.1 BREEX retains full ownership of the Hardware sold until full payment of the principal and ancillary amounts. Hardware delivered remains the full property of BREEX and shall be deemed to have been supplied on consignment until full payment by the Customer. The Customer shall, however, bear the risk of any damage that the Hardware may suffer or cause, on whatever grounds. Until full payment, the Customer may not dispose of the Hardware in any way without BREEX's prior consent. The Customer undertakes to notify BREEX immediately by e-mail, confirmed by registered letter, of any attachment, pledge, security or similar arrangement that a third party might impose on or request over the delivered Hardware. Failure to pay on any due date may result in BREEX reclaiming the Hardware, at the Customer's expense. If the Customer resells unpaid Hardware, the Sales Agreement shall be dissolved by operation of law through the Customer's fault and BREEX shall be entitled to compensation as set out in Article 8 of the Contractual Terms of Sale.

12.2 If the Customer refuses to make the Hardware available to BREEX in accordance with Article 12.1 above, lump-sum damages of 100,00 EUR per device shall be imposed by operation of law and without prior formal notice for each day or part of a day on which the device is not handed over at BREEX's registered office.

Article 13 - Warranty

The warranty on the Hardware sold is the one given by the producer(s) or manufacturer(s) of the Hardware, to the exclusion of any other warranty. The Customer is entitled to service under the warranty only if it holds proof of purchase of the Hardware and if the warranty provided to BREEX for the Hardware by the producer or manufacturer is still running.

Article 14 - Returns and repairs

Hardware delivered is neither taken back nor exchanged. Returns may be accepted only by way of exception, with BREEX's prior written agreement, and shall relate exclusively to Hardware in new and impeccable condition. They shall be subject to a deduction of at least 20%. Repairs to Hardware are carried out only if the Customer has entered into and complies with a legally valid Maintenance Agreement.

Article 15 - Intellectual property

All graphic elements, trade marks, drawings, designs, logos and the like appearing on the Hardware, in manuals and in instructions for use are the exclusive property of the producers, manufacturers or BREEX. They are not transferred and may not be used, exploited, displayed, reproduced or adapted by the Customer or any other third party.

PART III – SERVICES

Article 16 – Delivery of the Website and/or Applications

16.1 Development of the Website and/or Applications starts only once the Customer has supplied BREEX with the required information and documentation. BREEX shall make a design (demo version) of the Website and/or Applications available to the Customer, who shall assess within a period of fourteen (14) days whether this design has been developed in accordance with good professional practice or shall communicate its comments in writing. In the absence of comments within the aforementioned period, the design of the Website and/or Applications concerned shall be deemed to have been accepted.

16.2 In the event of non-acceptance in accordance with Article 16.1 above, BREEX shall have a reasonable period of at least fourteen (14) working days to make the necessary adjustments or to give a reasoned explanation of why the reason for non-acceptance put forward by the Customer does not hold. Once the adjustments have been made, the Customer shall assess the adapted design within seven (7) days, after which, unless this would be manifestly unreasonable, the Website and Applications shall be deemed to have been handed over.

16.3 The development of the Website and/or Application comprises a package chosen by the Customer as described in the Special Conditions. The development of the Website and/or Application preferably takes place remotely. Each journey by BREEX to the Customer shall be charged on a time-and-materials basis (incl. travel time) plus the travel costs, in accordance with the rates applicable at BREEX at that time.

Article 17 - Delivery of Licensed Software

If the Customer subscribes to Licensed Software in the Special Conditions, the data migration, training and configuration of the Licensed Software shall be carried out by BREEX against payment of a fee as stated in the Special Conditions.

Article 18 - Intellectual property

18.1 Upon handover of the Services in accordance with Articles 16 and 17 of these General Terms of Sale, the Customer shall be granted, by means of a separate agreement concluded between the Parties for that purpose, where applicable the Maintenance Agreement, a limited, non-exclusive, non-transferable and non-sublicensable worldwide right of use in respect of the Services, as from the moment of full payment of all invoices and of all other amounts owed by the Customer to BREEX.

18.2 BREEX, its licensor(s) or external partner(s) retain all intellectual property rights in respect of the Services handed over, unless otherwise agreed in writing between the Parties.

18.3 The handover of the Services cannot be regarded as a transfer of any intellectual property right on the part of BREEX to the Customer, unless otherwise stipulated.

Article 19 - Portfolio and references

19.1 The Customer agrees that the Website and/or Application developed by BREEX will be included in BREEX's portfolio.

19.2 The Customer agrees to BREEX adding a link to the delivered Website and/or Application, for example: “Design by BREEX”.

Article 20 - Registration of domain names

20.1. Domain names registered at the request of the Customer are registered at the Customer's expense, in the Customer's name, under the Customer's own responsibility and in accordance with the general terms and conditions for domain name registration available from the registry that manages these domain names. The Customer is aware of and accepts these general terms and conditions. BREEX bears no liability whatsoever for the registration of domain names whose registration is deemed to be in bad faith or unlawful, for the provision of incorrect domain names or of domain names that would infringe the rights of third parties, for data loss, for the unavailability of the domain name, etc. The Customer shall in each case indemnify BREEX against any claims by third parties arising from the registration of the domain name concerned.

20.2. The Customer at all times grants BREEX power of attorney to take, in the name and on behalf of the Customer, all necessary administrative, practical and legal steps to carry out transfers of domain names for the benefit of the Customer.

Article 21 - SEO

21.1 If the Customer has also subscribed to SEO Services in the Special Conditions, BREEX shall, in accordance with prevailing practice, make the necessary adjustments to the Website linked to the domain name so that it ranks as high as possible in the most popular search engines. These Services constitute an obligation of means and can in no way give rise to liability on the part of BREEX as regards the actual ranking of references to the Website in the search results of the most popular search engines.

21.2 In addition, the Customer acknowledges that it is under a duty to provide information, which means that it is required to supply the keywords necessary for the SEO or, if BREEX proposes keywords, to approve or reject them.

Article 22 - Indemnity

22.1 The Customer acknowledges that it is at all times the owner of, or holds the transferable right to use, the intellectual property rights attached to the documentation and information, in the broadest sense, that it transmits to BREEX with a view to the performance of the Services. The Customer authorises BREEX to use this documentation and information, and where applicable to apply the SEO, with a view to the performance of the Services. The Customer confirms that it will assist BREEX and indemnify it against any claims by third parties and/or public authorities for infringements of intellectual property rights or of laws arising from the data, images, information, photos, etc. placed on the Services.

The Customer's duty of assistance means that the Customer shall, at first request, intervene in amicable or judicial proceedings and shall also bear the costs (non-exhaustively: costs of experts, counsel, court costs, administrative costs) of BREEX in those proceedings, without prejudice to BREEX's right to full compensation by the Customer for the damage it has suffered.

22.2 If the Customer is faced with claims by third parties concerning the Services of BREEX, its licensor(s) or external partner(s), the Customer shall notify BREEX of the alleged infringement by registered letter within five (5) days.

If the Customer fails to do so, or if judicial proceedings have already been initiated, or if the Customer has itself taken a position towards the third party, the Customer expressly waives this right to be indemnified by BREEX. Any increase in the damage borne by BREEX that is attributable to late notification and/or to the Customer itself responding to the claims of third parties shall be payable by the Customer.

BREEX's duty to indemnify the Customer is an indemnity against damage, interest, fines and costs, in accordance with the provisions of Articles 6.2 and 6.6 of the Contractual Terms of Sale.

Contractual Terms of Sale

CONTRACTUAL TERMS OF SALE

Article 1 – Definitions

The following definitions apply to the interpretation of the Sales Agreement.

Contractual Terms of Sale: these contractual terms, which form part of the Sales Agreement;

General Terms of Sale: the terms of BREEX which form part of the Sales Agreement between the Parties and which the Customer may consult at any time at the URL https://breex.be/voorwaarden. The Customer confirms that it took note of these terms prior to the conclusion of the agreements and that it agrees to them;

Sales Agreement: the Sales Agreement, including the Special Conditions, the Contractual Terms of Sale, the General Terms of Sale, the Data Processing Agreement and the invoice terms, which together with it form one integral whole;

Special Conditions: any choices or options indicated by the Customer on the first two pages of the Sales Agreement;

Data Processing Agreement: The Data Processing Agreement may be consulted at any time at the URL https://breex.be/voorwaarden. The Customer confirms that it took note of this Data Processing Agreement prior to the conclusion of the Sales Agreement, that it agrees to it and that it confirms its instructions for data processing;

Maintenance Agreement: The agreement which the Customer may conclude with BREEX for the provision of maintenance services on the Hardware and/or Services supplied by BREEX to the Customer under this Sales Agreement;

Services: The services, namely services relating to the start-up, installation, configuration, data migration and handover of the Website, Applications and Licensed Software, which BREEX will provide to the Customer, as described in the Special Conditions;

• a. Website: the website(s) to be developed by BREEX in accordance with the Special Conditions, for which the Customer is granted a right of use under a separate agreement concluded between the Parties, where applicable the Maintenance Agreement;
• b. Applications: the web application(s) to be developed by BREEX and/or its suppliers or partners of BREEX in accordance with the Special Conditions and/or the web application(s) already developed, for which the Customer is granted a right of use under a separate agreement concluded between the Parties, where applicable the Maintenance Agreement;
• c. Licensed Software: the licences of the suppliers or partners of BREEX to be supplied by BREEX to the Customer in accordance with the Special Conditions, for which the Customer is granted a right of use under a separate agreement concluded between the Parties;

Hardware: the movable goods supplied by BREEX to the Customer as described in the Special Conditions.

Article 2 - Subject matter and order of precedence of provisions

2.1 The Sales Agreement is concluded between BREEX EUROPE NV (“BREEX”), with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0537.365.350, on the one hand, and the Customer, on the other.

2.2 The provisions of the Sales Agreement apply in full to the contractual relationship between the Parties as defined below.

2.3 The Sales Agreement consists of this agreement and the accompanying documents applicable to this contractual relationship:

• The Special Conditions;
• The Contractual Terms of Sale;
• The Data Processing Agreement;
• The General Terms of Sale;
• The invoice terms.

The above documents must be read together and are the only documents applicable to the contractual relationship between BREEX and the Customer.

2.4 In the event of conflict between, or inconsistency of, the documents of the Sales Agreement, the following hierarchy applies, in the following descending order of priority:

• The Special Conditions;
• Contractual Terms of Sale;
• The Data Processing Agreement;
• The General Terms of Sale;
• The invoice terms.

In the event of conflict, the provisions set out in the document highest in the hierarchy shall prevail, save with the express written agreement of BREEX.

2.5 The Customer may store the Data Processing Agreement and the Terms of Sale on a durable medium and shall be informed of any change relating to the contractual relationship between the Parties by a means appropriate for distance communication.

2.6 In addition to the Sales Agreement, a separate Maintenance Agreement is also concluded between the Customer and BREEX.

Article 3 - Delivery

3.1 Delivery periods given are purely indicative and constitute an obligation of means on the part of BREEX. Partial deliveries are permitted; it follows that the Customer has no right to refuse partial delivery. The Customer's taking receipt of the Hardware and Services implies acceptance of the delivery period, even if the indicative delivery period was exceeded.

3.2 In the event of abnormal delay in delivery, however, the Customer has the right to dissolve the Sales Agreement by registered letter and without judicial intervention, provided that BREEX has still not delivered within a period of one (1) month after the Customer gave BREEX formal notice to that effect by registered letter. The Customer expressly waives any other possible remedy, in particular the award of any form of compensation.

3.3 Upon delivery and signature of the delivery note, the Customer acknowledges having received all necessary documents, manuals and equipment, and the Customer has accepted the Hardware and/or Services and the training provided in full. The Customer acknowledges that this training was complete and may no longer, from that moment, rely on visible defects or on contractual non-conformity of the Hardware and Services.

Article 4 – Performance

4.1 BREEX undertakes to perform the Services for the benefit of the Customer.

4.2 The Services of BREEX constitute an obligation of means.

Article 5 – Price and payment

5.1 Unless otherwise stipulated, the prices of BREEX are net prices exclusive of VAT, without discount. BREEX is entitled (but not obliged) to request an advance payment. Unless a special written agreement expressly stipulates otherwise, all invoices of BREEX are payable without discount at its registered office, no later than the due date of the invoice. The invoice shall only be considered paid from the moment the funds have been credited to the bank account of BREEX. All taxes and charges, however described, that are now or may at any time be levied on the amounts payable by the Customer shall be borne by the Customer.

5.2 The invoices of BREEX are at all times payable at its registered office and must always be paid by the Customer itself, even if the latter holds a certain and due claim against BREEX. Any suspension, deduction, set-off or netting with respect to the Customer's payment obligations towards BREEX is excluded, save by special written agreement. The Customer also undertakes not to withhold payment of invoices or balances of invoices that are not seriously disputed. Payments shall be allocated to the oldest outstanding debt, in accordance with Article 5.210 of the Civil Code, even if the Customer states a different payment reference.

5.3 In the event of non-payment of invoices on the due date, the amounts owed shall be increased by operation of law and without prior formal notice by lump-sum and irreducible compensation set at 12,5% of all amounts still outstanding, with a minimum of 65 EUR. In addition, unpaid invoices shall bear late-payment interest by operation of law and without prior formal notice, as provided for in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. For each reminder sent, an additional reminder fee of 15,00 EUR shall be charged, plus the cost of sending it by registered post.

5.4 With each invoice, the fee determined as described in the Sales Agreement shall be revised according to the formula: PN = PO (0,8 SN/SO + 0,2) where:

• PN = Adjusted fee
• PO = Initial fee
• SO = Salaries + social security charges (labour cost) on which the fee is based
• SN = Salaries + social security charges (labour cost) applicable at the time of revision

5.5 Revisions in accordance with the above formula are made on the basis of the DIGITAL reference labour costs published monthly by Agoria and available at: www.agoria.be/nl/aanbod/data-studie/referteloonkost.

Article 6 - Liability

6.1 BREEX is not responsible for modifications to the Hardware and Services made by the Customer or a third party. Any repairs that BREEX may have to carry out shall be performed at the rates applicable at BREEX, and in that case the Customer loses its right to warranty as provided in Article 13 of the General Terms of Sale.

6.2 BREEX's liability for any loss of use, loss of profit and/or indirect damage is in any event excluded and BREEX cannot under any circumstances be held liable to pay any compensation for it.

6.3 BREEX is in no event liable for damage to the hardware, software, data and information (including personal data) connected to the Hardware and/or Services. Nor is it liable for damage or costs resulting from a minor fault of BREEX that does not constitute an essential obligation, or from any misuse of the access or identification codes.

6.4 The liability of BREEX for damage resulting from non-conformity of or defects in the Hardware and/or Services under Article 3.3 of these Contractual Terms of Sale and Article 5 of the General Terms of Sale is limited to BREEX's obligation to carry out one or more of the following options, at BREEX's choice:

1. crediting the relevant (partial) invoices relating to (the relevant part of) the non-conforming or defective Hardware and/or Services;
2. re-delivering (the relevant part of) the non-conforming or defective Hardware and/or Services at no additional cost;
3. repairing or replacing (the relevant part of) the non-conforming or defective Hardware and/or Services at no additional cost;
4. paying compensation equal to the total invoice amount paid by the Customer for the delivery of (the relevant part of) the non-conforming or defective Hardware and/or Services.

6.5 Advice given by BREEX is given without obligation and does not give rise to any liability. The Customer may not claim any suspension or annulment of the Sales Agreement, reduction of the price or suspension of its payment, nor any compensation in the event of total or partial loss of use, for any reason whatsoever, including the fault of third parties or force majeure.

6.6 Without prejudice to the provisions of Articles 6.1 to 6.5 inclusive of these Contractual Terms of Sale, the liability and intervention of BREEX are limited to one third of the price paid by the Customer for the respective Hardware sold. The liability of BREEX with regard to the non-conforming performance of the Services is limited to one third of the Services performed and paid for by the Customer.

6.7 In any event, the liability of BREEX is limited to the amount for which BREEX is insured, with a maximum of 30% of the initial price as agreed between the Parties. In that case the Customer waives the surplus of the damage suffered and proven.

6.8 Where the Customer under the Sales Agreement comprises several parties, those parties are jointly, severally and indivisibly bound towards BREEX to perform the Sales Agreement.

Article 7 – Cancellation

7.1 The Customer has the right to cancel the Sales Agreement prior to the first (partial) handover of the Hardware and/or Services specified in the Special Conditions, in which case the Customer shall owe BREEX, without prejudice to BREEX's right to the sums due and unpaid, increased by late-payment interest, at least lump-sum compensation for breaking off, equal to 60% of the price set in the Special Conditions, without prejudice to BREEX's right to higher compensation, with a minimum of 2.500 EUR.

Should the Customer wish to cancel the Sales Agreement within the period of five (5) working days preceding the first handover date communicated to the Customer, the percentage stated above shall be increased to 100% of the price as set in the Special Conditions.

7.2 The Customer acknowledges and accepts that if it cancels the Sales Agreement, the Maintenance Agreement linked to the Sales Agreement shall lapse insofar as it is wholly and entirely dependent on the Hardware or Services supplied under the Sales Agreement. The Customer also acknowledges and accepts its own responsibility for the consequences of the cancellation of the Sales Agreement.

Article 8 – Dissolution

8.1 The Sales Agreement may be dissolved by BREEX by operation of law, by ordinary written notice to the Customer, without any judicial formality:

• if the Customer is in a state of cessation of payments, collective debt settlement or bankruptcy,
• in the event of the death of the Customer,
• in the event of an attachment or other forms of enforcement against the Customer,
• if damage to, destruction or loss of the devices sold but not yet (fully) paid for has been established,
• if the Customer has provided BREEX with incorrect information about its business or its financial situation that played a crucial role in the decision of BREEX to enter into the relationship with the Customer,
• in the event of non-payment of invoices,
• in the event of any breach by the Customer of the Sales Agreement that is not remedied within a period of at least 5 days after written formal notice to that effect.

8.2 In the event of breach by the Customer, BREEX may choose either to dissolve the Sales Agreement or to demand (if necessary, enforced) performance of the Sales Agreement.

8.3 If the Sales Agreement is dissolved through the Customer's fault, the Customer shall owe BREEX the sums due and unpaid, increased by late-payment interest, plus lump-sum damages assessed in accordance with Article 7 of these Contractual Terms of Sale, without prejudice to BREEX's right to claim from the Customer any higher damage suffered.

8.4 The Customer acknowledges and accepts that a breach of one or more provisions of the Sales Agreement by the Customer may entail the dissolution of the Sales Agreement in its entirety.

8.5 The Customer acknowledges and accepts that if the Sales Agreement is dissolved in accordance with this Article, the Maintenance Agreement linked to the Sales Agreement shall also lapse insofar as it is dependent on the Hardware or Services supplied under the Sales Agreement.

Article 9 – General provisions

9.1 The mere fact that BREEX does not insist on strict compliance with any provision of the Sales Agreement, or does not enforce it, cannot be interpreted as a waiver or renunciation of any right, unless this is confirmed in writing.

9.2 If one or more provisions of the Sales Agreement are declared void or unenforceable, the Parties shall replace those provisions with a valid and enforceable provision which, as far as possible, achieves the economic, commercial or other purpose of the said void or unenforceable provision, and the other provisions of the Sales Agreement shall remain in force.

9.3 The compensation to which BREEX is entitled under Articles 3.3, 10.3 and 12.2 of the General Terms of Sale and Article 7 of the Contractual Terms of Sale shall be indexed in accordance with the formula adopted in Article 5.4 of these Contractual Terms of Sale.

9.4 The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Agreement sent by e-mail in .pdf format shall have the same evidential value as an original paper copy bearing a handwritten signature.

Article 10 – Governing law and choice of forum

Any dispute relating to the Sales Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the courts of the place where BREEX has its registered office. The Sales Agreement is governed by Belgian law.

General Maintenance Terms

GENERAL MAINTENANCE TERMS

PART I – GENERAL

Article 1 – Subject matter

1.1 These general conditions (the “General Maintenance Terms”) form part of the Maintenance Agreement and also apply to every contractual relationship between the Parties.

1.2 These General Maintenance Terms may be consulted by the Customer at any time. The Customer may store these General Maintenance Terms on a durable medium and shall be informed of any change relating to the contractual relationship between the Parties by a means appropriate for distance communication.

1.3 The Maintenance Agreement takes effect upon signature of the agreement by the Customer and BREEX, such signature also constituting acceptance of both the Contractual and the General Maintenance Terms, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate the Maintenance Agreement. The Maintenance Agreement excludes the application of any general and/or other conditions of the Customer itself.

1.4 The Maintenance Agreement is concluded alongside a sale or hire-purchase agreement in force between the Customer and BREEX.

1.5 The Services are chosen by the Customer on its own initiative and under its sole responsibility. The Customer, in its capacity as a professional, confirms and acknowledges that it has received from BREEX all the information necessary to contract with full knowledge of the facts. Under no circumstances may the Customer invoke difficulties relating to the Services, their use or performance, or their unsuitability for its needs.

Article 2 – Duty to cooperate

2.1 For the performance of the Services under the Maintenance Agreement, the Customer shall provide BREEX with all useful and necessary information and shall ensure that, where applicable, the equipment, systems and premises intended for that purpose are fitted with the necessary installations and connections. If, owing to a failure to do so, the Services cannot be performed by BREEX at the agreed time, the related costs shall be borne by the Customer.

Article 3 – Invoicing and adjustment

3.1 BREEX has the right to send the Customer interim advance invoices. The amount of those advance invoices is determined by BREEX reasonably and/or on the basis of any available usage and consumption data in the Special Conditions of the Maintenance Agreement. In that case, BREEX shall send an annual final invoice in which the advance invoices are settled. If BREEX receives no data or incorrect data, or if the data do not reach BREEX in time, BREEX may estimate the usage and consumption and invoice on that basis. The Customer's actual usage and consumption will then be settled later. Finally, BREEX has the right to change the advance payments on each anniversary of the Maintenance Agreement according to the available usage and consumption data.

3.2 BREEX may, at its own discretion, grant the Customer a discount and/or commercial concession without the Customer being able to claim such a discount and/or commercial concession from BREEX. Any discount and/or commercial concession granted is inherently linked to and dependent on the full performance of the Maintenance Agreement by the Customer. Any late payment or contractual breach by the Customer, and any dissolution or annulment of the Maintenance Agreement shall cause any discount and/or commercial concession granted to lapse both for the past and for the future and, where applicable, to be repaid to BREEX in full, plus interest in accordance with Article 4.4 of the Contractual Maintenance Terms.

3.3 Any complaint about the drafting or calculation of an invoice must be submitted by registered letter to the registered office of BREEX within 10 days of the invoice date, failing which the invoice shall be deemed to have been accepted by the Customer. The postmark date serves as proof of dispatch.

3.4 The Customer must always inform BREEX immediately of any changes to the address and invoicing details provided when the Maintenance Agreement was signed, as well as of any change in the Customer's legal or financial situation, in which case BREEX has the option of cancelling current orders, refusing orders, requiring security or changing the terms and periods of payment.

3.5 In the event of non-compliance by the Customer with any of its contractual obligations, including the timely payment of invoices, BREEX reserves the right to take any measure, including the suspension of current deliveries, orders and the performance of the Maintenance Agreement.

3.6 BREEX may at any time – even after the bankruptcy of the Customer or the concurrence of the Customer's creditors, or after the Customer's application for or admission to the benefit of a judicial reorganisation – set off any existing or future claim, on whatever grounds, against any sum owed to the Customer on whatever grounds.

3.7 In addition to indexation, BREEX has the right to change prices on the basis of objective changes in the present market conditions, including but not limited to a general price increase of software licences, telecommunication resources and electricity, and price increases resulting from government decisions. BREEX shall, if reasonably possible, notify the Customer thereof at least one (1) month before the price change is implemented.

3.8 If the Customer does not accept the changes under Article 3.7 above, the Customer must terminate the Maintenance Agreement within eight (8) days of the aforementioned notification, by registered letter. If the Customer does not exercise the aforementioned right of termination within this period, the Customer shall be deemed to agree to the change or adjustment and to continue the use tacitly.

Article 4 – Privacy

BREEX respects the Customer's privacy and processes its personal data for the purpose of customer or prospect management in accordance with the applicable regulations (in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data). By signing the Maintenance Agreement, the Customer accepts that BREEX may carry out creditworthiness checks. This information may be used by BREEX or its group for the performance of the Maintenance Agreement, the fulfilment of their legal obligations and in order to send information about products or services that may be of interest to the Customer. This collection takes place in accordance with the privacy policy of BREEX. The Customer has the right to be informed about its personal data that BREEX and/or BREEX process and to request the rectification of incorrect data, the erasure of the data and/or the restriction of processing, always insofar as the applicable regulations provide for this. The Customer also has the right to object to processing and to request the portability of the personal data, again in accordance with the applicable regulations. The Customer may exercise these rights by sending a written request, dated and signed, to BREEX, enclosing a copy of both sides of the identity card. In the event of problems, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Rue de la Presse 35, 1000 Brussels, +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 5 – Force majeure and hardship

5.1 Any event that constitutes an insurmountable obstacle to the normal performance of the Maintenance Agreement, or that seriously prevents or hinders it, shall be regarded as a case of force majeure on the part of BREEX, including (but not limited to): strikes, government measures, (temporary) closure of the business, transport difficulties, fait du prince, delay in or impossibility of supply and damage to – or defects in – business assets of BREEX essential to the work, delay in or impossibility of supply on the part of BREEX's suppliers, and cybercrime. In the event of force majeure, BREEX shall be entitled either to suspend performance of the Maintenance Agreement for a period of no more than three months, or to dissolve the Maintenance Agreement in whole or in part, without being liable for any compensation. Financial obligations of the Customer can never be suspended or dissolved as a result of force majeure.

5.2 In the event of a fundamental change in circumstances and/or conditions which is not attributable to BREEX and as a result of which its contractual obligations towards the Customer become unfairly more onerous, the Parties undertake to renegotiate the terms of the Maintenance Agreement in order to arrive jointly at a fair solution for continuing the Maintenance Agreement. In doing so, the aim shall be to achieve a balance between the Parties' contractual obligations similar to the balance that existed when the Maintenance Agreement was entered into. Should the Parties fail to agree on whether fundamental changes in circumstances and/or conditions, as referred to in the previous paragraph, have indeed occurred, both Parties shall appoint an expert who, assisted by a third party where appropriate, shall determine whether or not such conditions or changes have occurred.

5.3 If the Customer does not respond positively to proceed to renegotiation within one month of BREEX's request to that effect by registered letter, BREEX shall be entitled to terminate the Maintenance Agreement by registered letter, subject to a notice period of three (3) months, without being obliged to pay any compensation.

Article 6 – Suspension

6.1 If the Customer fails to fulfil its contractual obligations, BREEX may, after formal notice and without BREEX being liable for doing so, suspend, block, restrict, revoke or cancel the Customer's right to further performance of the Maintenance Agreement.

6.2 Before suspending its obligations, BREEX shall give the Customer formal notice by registered letter and allow a period of fifteen (15) days to remedy the contractual breach.

6.3 The suspension entails the unavailability of the Services, including the right(s) of use under Article 11 of the General Maintenance Terms. The Customer acknowledges and accepts all consequences and damage resulting from the suspension. The aforementioned suspension of the Maintenance Agreement ends when the Customer has remedied the breach or again fulfils its contractual obligations.

6.4 After the end of the suspension, the Customer shall be required to pay BREEX a reactivation fee of 250,00 EUR excl. VAT. Performance of the Maintenance Agreement shall resume only once this fee has been paid by the Customer into BREEX's account.

PART II – HARDWARE

Article 7 – Maintenance

7.1 BREEX shall keep the devices in working order and carry out all maintenance and repair work necessary for that purpose. To that end, BREEX shall make technical service staff available during the working hours of BREEX, on average within 24 working hours of notification by the Customer that the devices are not functioning properly.

7.2 The agreed term as set out in the Special Conditions commences on the date on which the Hardware is made available, as stated in the delivery note. Unless otherwise provided, the Maintenance Agreement shall be tacitly renewed for 12 months, unless terminated by registered letter at least 6 months before the expiry of the contractual period.

7.3 The Customer shall at all times, during normal Office Hours, give one or more persons appointed by BREEX access to the place where the devices are located and shall ensure that the devices can easily be maintained.

7.4 Damage found during maintenance of the Hardware and/or Licensed Software which shortens the service life of (parts of) the Hardware and/or causes costs as a result of incorrect use shall be borne by the Customer. Repairs, alterations, relocations, connections to other equipment or adjustments carried out by persons other than those appointed by BREEX release BREEX from all obligations arising from the Maintenance Agreement. The Customer is liable for full compensation for the damage caused by the use of parts, paper and consumables other than those supplied or approved by BREEX.

7.5 The fee for maintenance is set in the Special Conditions of the Maintenance Agreement, with a minimum of 15,00 EUR, and covers the costs of replacing parts of the devices and call-out charges, the costs of maintenance and repair work and consumables, with the exception of, among other things, paper, staples and the licence cost. Maintenance by BREEX cannot give grounds for a reduction in rent, compensation or dissolution, not even where it is the result of a defect or in the event of non-use or downtime due to maintenance or repair. In addition, BREEX has the right to invoice any interventions additionally if one or more of the following cases occurs: Late response, incorrect use or handling of the devices not in accordance with the instructions, rules or manuals of BREEX; Attempts, repairs, modifications or any other equivalent intervention not provided for in the instructions, rules or manuals of BREEX; Relocation or transport of the devices without the knowledge of BREEX; External causes such as lightning, water damage, fire, power failure, internet outages,…

Article 8 – Meter Click

8.1 The consumables made available are presumed to be sufficient, with normal use, to produce the agreed number of meter clicks (“Meter Click(s)”). A Meter Click means a print and/or a scan of A4 size or smaller. On a digital duplicator, both the Meter Click and the master consumption are recorded as an A4 meter click. When an A3 drum is fitted, both the Meter Click and the master consumption are recorded as twice A4. On printing devices fitted with an A3 drum, the A3 meter click is also recorded as twice A4. Before the fifth day after the end of each settlement period set by the Maintenance Agreement, the Customer shall provide BREEX with a correctly and fully completed (digital) meter reading card or a (digital) summary list supplied by BREEX. These form the basis for the periodic settlement of the agreed number of Meter Clicks and additional Meter Clicks. If the Customer does not submit the meter reading card or summary list to BREEX within the set period and/or at the first request of BREEX, BREEX reserves the right to invoice the elapsed period on the basis of the average number of Meter Clicks invoiced in the preceding periods. Any difference that has arisen shall then be corrected in the following period on the basis of the meter reading received. The costs of processing the data reported on the meter reading card or summary list shall be borne by the Customer.

8.2 Until the last printer has been delivered, only the prints actually made on the printers to be delivered shall be charged to the Customer, on the basis of the excess copy prices quoted.

Article 9 – Compensation for early termination

9.1 Should the Customer unilaterally terminate or break off the Maintenance Agreement relating to the Hardware and Licensed Software early and before the expiry of the contractually agreed term, the Customer shall owe BREEX, without prejudice to BREEX's right to the sums due and unpaid, increased by late-payment interest, at least lump-sum compensation for termination/breaking off, assessed as follows:

1. As regards the maintenance of the Hardware consisting of (a) printer(s) - the average monthly number of copies and prints, if any, at the agreed print price up to the day of termination or breaking off. The amount owed for the prints shall be increased by the remaining due and not yet due monthly amounts up to the contractual end date or final due date.
2. As regards the maintenance of the Hardware consisting of devices other than printers - lump-sum compensation equal to 60% of the value of the monthly maintenance prices still to fall due up to the contractual end date or final due date.

9.2 In addition to the compensation referred to in Article 9.1 above, the Customer shall also owe any buy-out fee which BREEX would in turn owe to a financial partner (for example but not limited to leasing companies and financial institutions) should the Customer fail to fulfil its obligations towards the financial partner in connection with the financing of hardware and/or equipment.

9.3 Payments made by the Customer shall be applied first to the stipulated compensation and to the late-payment interest, then to the costs remaining unpaid and finally to the principal sums, in accordance with Article 5.210 of the Civil Code.

Article 10 – Damages in the event of dissolution through the Customer's fault

If the Maintenance Agreement relating to the Hardware and Licensed Software is dissolved through the Customer's fault as a result of a contractual breach on the part of the Customer, the Customer shall owe BREEX the sums due and unpaid, increased by late-payment interest, plus lump-sum damages assessed in accordance with Article 9 of these General Maintenance Terms, without prejudice to BREEX's right to claim from the Customer any higher damage suffered.

PART III – WEBSITE, APPLICATIONS AND LICENSED SOFTWARE

Article 11 - Right of use

11.1 If the Customer subscribes to Licensed Software, Website(s) and/or Application(s) in the Special Conditions of the Maintenance Agreement, the Customer is granted, for the term of the Maintenance Agreement, a limited, non-exclusive, non-transferable and non-sublicensable worldwide right of use in respect of this Licensed Software, Website(s) and/or Application(s), as from the moment of full payment of all invoices and of all other amounts owed by the Customer to BREEX.

11.2 The Customer undertakes (i) not to reproduce, copy or delete the Licensed Software, Website(s) and Application(s), (ii) not to cause or permit the distribution thereof to third parties, and (iii) to delete everything relating to the Licensed Software, Website(s) and Application(s) stored by the Customer upon termination of the Maintenance Agreement.

11.3 Any end-user licence, general terms and conditions and licensing terms applicable to the Licensed Software and/or Application(s) acquired by the Customer form an integral part of the Maintenance Agreement, shall where applicable be handed to the Customer together with the Maintenance Agreement, and prevail in the event of conflict.

11.4 By the Customer or its users putting the Licensed Software and/or Application(s) into use, the Customer acknowledges that it agrees to the end-user licence, general terms and conditions and licensing terms applicable to the Licensed Software and/or Application(s) concerned and guarantees that its users will respect the aforementioned terms as well as the Maintenance Agreement.

11.5 The Customer shall in no way use the Licensed Software, Website and/or Application for purposes other than those for which the Licensed Software, Website and/or Application concerned is intended. The Customer may not use Licensed Software, a Website and/or an Application in breach of statutory provisions, any end-user licence, the Maintenance Agreement, or the general terms and conditions and licensing terms applicable to the Licensed Software, Website and/or Application acquired by the Customer.

11.6 The Customer is responsible for the content and accuracy of the data processed in, by means of and/or through the Licensed Software, Website and/or Application.

11.7 The Customer shall indemnify BREEX against any claims by third parties (including, but not limited to, the licensor(s) or external partner(s) of BREEX) arising from the Customer's use of the Licensed Software, Website and/or Application.

Article 12 - Security

12.1 The Customer is responsible for taking the necessary measures to protect its hardware and software configuration and its telecommunications and internet connections against viruses, computer crime and unlawful use by its own users or by third parties. The Customer must also comply at all times with all technical or security standards imposed by BREEX or other suppliers.

12.2 To protect the Licensed Software, Website and/or Application, it is the responsibility of the Customer and the Users to ensure that access is granted only to the Users, that the Users have access only to the accounts assigned to them and that the login details are protected and secured. In this regard, the Customer also accepts the obligation to keep the identification codes obtained (user names, passwords, …) secret and confidential.

12.3 If the Customer detects or suspects any misuse of its account information, unauthorised access or use, the Customer must immediately change its passwords and notify BREEX thereof without delay.

12.4 In the event of an infringement or suspected infringement, BREEX is entitled, subject to prior notice to the Customer, to take any measures and/or to suspend the right of use of the Licensed Software, Website and/or Application granted to the Customer, without any right to reimbursement or compensation on the part of the Customer.

Article 13 - Fair use

13.1 The Customer undertakes to use the Website(s) to which the Maintenance Agreement applies in a normal manner and as a prudent and reasonable person throughout the term of the Maintenance Agreement.

13.2 The Website(s) to which the Maintenance Agreement applies may not be used for illegal or irresponsible acts. The following shall in any event (without limitation) be regarded as illegal or irresponsible:

• the use of the Website and Applications to cause harm to third parties (e.g. child pornography);
• sending, distributing, publishing or displaying material that (i) endangers the safety or health of any person or that may harm institutions, public safety or public health; (ii) is excessively violent or incites violence, threatens violence, has intimidating content or contains hateful remarks; (iii) promotes illegal drugs, breaches export regulations or is connected with illegal gambling or illegal arms trafficking; (iv) disrupts the systems in the network and/or the solution and/or the network services or network communication; (v) (by uploading or otherwise) infringes copyrights, trade marks, patents, trade and/or other secrets or other (intellectual) property rights of third parties;
• the use of the Website and Applications to make fraudulent offers, to buy or sell fraudulent goods or services or to promote fraud;
• collecting or using (i) (personal) information without the consent of the owner of the information; (ii) e-mail addresses; screen names; e-ID cards, debit card and/or credit card details or other user identification without the consent of the identified person, including but not limited to phishing, internet scamming, password theft, spidering or harvesting; intentionally spreading viruses or introducing other types of malicious programs into the network or system intended to damage (or threatening to damage) the systems, software or data of third parties;
• violating the integrity of computer and network systems; including developing or using programs that hinder other users or that infiltrate and/or damage a computer, a computer system or a network, or that alter the software components of a computer, a computer system or a network;

13.3 It is the responsibility of the Customer to supervise the fair use of the Website and Applications by third parties and to take appropriate and adequate technical and organisational measures in this respect in order to remove any infringing data/information within a short time and to comply with the obligations of the Maintenance Agreement. Failing this, the Customer accepts and acknowledges that BREEX is entitled to exercise its powers under Article 14 of these General Maintenance Terms.

Article 14 - Infringement of fair use and security

14.1 The Customer acknowledges and accepts that compliance with these conditions as set out in Articles 12 and 13 of these General Maintenance Terms constitutes an essential obligation of the Maintenance Agreement. As such, BREEX has the right to dissolve the Maintenance Agreement in the event of breach of or non-compliance with the aforementioned conditions.

14.2 In the event of an infringement or suspected infringement, BREEX is also entitled, subject to prior notice to the Customer, to take all measures it deems necessary in the context of its hosting liability, without any right to reimbursement or compensation on the part of the Customer.

14.3 Without prejudice to any liability provisions, should the Customer or its users breach the conditions of Articles 12 and 13 of these General Maintenance Terms, the Customer shall also defend BREEX against, hold BREEX harmless from and indemnify BREEX for all damage, losses, expenses, liabilities or claims that BREEX may incur as a result.

14.4 An infringement of Articles 12 and 13 of these General Maintenance Terms may also lead to criminal and/or civil proceedings. The Customer acknowledges and accepts that BREEX will cooperate with the competent authorities and/or relevant third parties to investigate criminal and other undesirable activities relating to the misuse/use of the Website(s).

Article 15 - Adjustments

15.1 Depending on the Services chosen by the Customer in the Maintenance Agreement, the Customer may, for a number of hours specified in the Maintenance Agreement, call on the Services of BREEX to request additional adjustments to the Website and Applications. Where carrying out the requested adjustments exceeds the number of hours included in the Service, the additional work shall be charged on a time-and-materials basis in accordance with BREEX's rates and costs applicable at that time.

15.2 Adjustments to the Website and Application are preferably made remotely. Each journey by BREEX to the Customer shall be charged on a time-and-materials basis (incl. travel time) plus the travel costs, in accordance with the rates applicable at BREEX at that time.

15.3 Without prejudice to the provisions of Article 2 of these General Maintenance Terms, the Customer acknowledges and accepts that its specific cooperation is required in order for BREEX to be able to provide the Services relating to adjustments to the Website and Applications. If the Customer fails to provide the cooperation set out below, BREEX shall be entitled, subject to prior notice by registered letter, either to suspend its Services and/or to invoice an additional administration fee of 175,00 EUR per month and/or to break off the Maintenance Agreement to the Customer's detriment:

• No response or refusal to supply information (such as texts, photos, passwords, transfer codes, etc.) (after three attempts)
• No response within the period specified by BREEX to accept designs for adjustments (in performance of Article 15 of these General Maintenance Terms) (after three attempts)

Article 16 - Hosting

16.1 A Customer who uses the hosting offered by a subcontractor of BREEX, or by an external partner of BREEX that offers these hosting services directly to the Customer, may in no way use these services or facilities, including the storage space offered, to commit breaches of the law or to cause damage or nuisance to BREEX. Nor may the Customer's activities give rise to any of these. Accordingly, the Customer shall not permit illegal pornographic material, nor data that is contrary to public order or morality, or that constitutes an unlawful practice. Nor may any activities be carried out that infringe protected works or that are punishable under the Computer Crime Act.

16.2 Both during and after the termination of the Maintenance Agreement, BREEX may transfer its obligations to the partner referred to in Article 16.1 of these General Maintenance Terms without the Customer's consent.

16.3 The Customer shall indemnify BREEX against any claims by third parties (including, but not limited to, the subcontractor or external partner of BREEX) arising from the use of the server.

Article 17 - SEO

17.1 If SEO Services have been agreed, BREEX shall, in accordance with prevailing practice, make the necessary adjustments to the Website linked to the domain name so that it ranks as high as possible in the most popular search engines. These Services constitute an obligation of means and can in no way give rise to liability on the part of BREEX as regards the actual ranking of references to the Website in the search results of the most popular search engines.

17.2 In addition, the Customer acknowledges that it is under a duty to provide information, which means that it is required to supply the keywords necessary for the SEO or, if BREEX proposes keywords, to approve or reject them.

Article 18 - Intellectual property

18.1 BREEX retains all intellectual property rights, and does not waive the exercise of its moral rights, in respect of the work delivered under the Maintenance Agreement relating to the Website and/or Applications, unless otherwise agreed in writing between the Parties. The Customer is therefore strictly prohibited from reproducing, copying, erasing or distributing the Website/Applications and from creating derivative works of the Website/Applications. BREEX also retains the right to name itself on the Website as its developer.

18.2 All copyrights, patent rights, trade name rights, trade mark rights and other intellectual and industrial property rights in, as well as all similar rights protecting information relating to, an item of Licensed Software are the exclusive property of BREEX, its partners and/or their licensor(s). None of the provisions contained in the general or Special Conditions may be construed as resulting in a full or partial transfer of those rights to the Customer. The Customer is not permitted to alter, remove or render unrecognisable any indication of the intellectual property rights on or in an item of Licensed Software.

18.3 The Customer acknowledges that it is at all times the owner of, or holds the transferable right to use, the intellectual property rights attached to the documentation and information, in the broadest sense, that it transmits to BREEX with a view to the performance of the Services by BREEX. The Customer authorises BREEX to use this documentation and information with a view to the performance of its Services and confirms that it will assist BREEX and indemnify it against any claims by third parties.

The Customer's duty of assistance means that the Customer shall, at first request, intervene in amicable or judicial proceedings and shall also bear the costs (non-exhaustively: costs of experts, counsel, court costs, administrative costs) of BREEX in those proceedings.

18.4 If the Customer is faced with claims by third parties concerning the Licensed Software of BREEX and/or its licensor(s) or external partner(s), the Customer shall notify BREEX of the alleged infringement by registered letter within five days.

If the Customer fails to do so, or if judicial proceedings have already been initiated, or if the Customer has itself taken a position towards the third party, the Customer expressly waives this right to be indemnified by BREEX. Any increase in the damage borne by BREEX that is attributable to late notification and/or to the Customer itself responding to the claims of third parties shall be payable by the Customer.

BREEX's duty to indemnify the Customer is an indemnity against damage, interest, fines and costs, in accordance with the provisions of Article 5.3 of the Contractual Maintenance Terms.

Article 19 - Liability

19.1 BREEX is not responsible for any loss of data (of whatever nature) or domain names resulting from late responses by Customers to requests from BREEX.

19.2 BREEX is not responsible for modifications to the Website and/or Applications made by the Customer. Any repairs that BREEX may have to carry out shall be performed at the prices applicable at that time.

19.3 BREEX is not liable for the Customer's data or for their accuracy, completeness and lawfulness. The Customer shall indemnify BREEX if BREEX is called to account, in law or in fact, by a public authority or a third party for infringements of intellectual property rights or of laws resulting from the data, images, information, photos, etc. placed on the Website and/or Applications by the Customer, or by BREEX on the Customer's instructions.

Article 20 - Compensation for early termination

20.1 Should the Customer unilaterally terminate or break off the Maintenance Agreement relating to the Website and Applications early and before the expiry of the contractually agreed term, the Customer shall owe BREEX, without prejudice to BREEX's right to the sums due and unpaid, increased by late-payment interest, at least lump-sum compensation for termination/breaking off, assessed as follows:

1. As regards the Services relating to hosting - lump-sum compensation equal to the value of the monthly hosting prices still to fall due up to the contractual end date or final due date.
2. As regards the Services relating to the domain name - lump-sum compensation equal to the value of the monthly domain name prices still to fall due up to the contractual end date or final due date.
3. As regards the Website and/or Applications - lump-sum compensation equal to 60% of the value of the monthly maintenance and licence prices still to fall due up to the contractual end date or final due date.
4. As regards the Licensed Software of BREEX - lump-sum compensation equal to 60% of the value of the monthly maintenance and licence prices still to fall due up to the contractual end date or final due date.
5. As regards the Licensed Software of BREEX's partners and/or suppliers – lump-sum compensation equal to the value of the monthly maintenance and licence prices still to fall due up to the contractual end date or final due date.

Depending on the choices/options made by the Customer in the Special Conditions, these compensation components apply cumulatively and each amounts to a minimum of 750 EUR. Compensation components (1), (2) and (5) are reduced to 60% of what could have been invoiced on full performance of the Maintenance Agreement where BREEX has not yet commenced the respective Services.

20.2 In addition, in the cases of termination referred to in Article 20.1 above, the Customer shall owe BREEX an additional administration fee for each item of Licensed Software purchased, amounting to either 175,00 EUR on termination before an item of Licensed Software has been activated, or 379,00 EUR on termination after an item of Licensed Software has been activated.

20.3 Payments made by the Customer shall be applied first to the stipulated compensation and to the late-payment interest, then to the costs remaining unpaid and finally to the principal sums.

20.4 Save as otherwise provided in the conditions referred to in Article 11.3 of these General Maintenance Terms, the Customer's data held in the Licensed Software shall remain available at BREEX for a period of 30 days after the Licensed Software has actually been discontinued. On expiry of that period, the data shall be permanently and irrevocably deleted.

20.5 On termination of the Maintenance Agreement, the Customer may ask BREEX to transfer to it the Customer's data and/or information in the Licensed Software that the Customer could have exported itself before the termination of the Maintenance Agreement. This transfer shall be charged on a time-and-materials basis in accordance with the rates applicable at BREEX at that time, with a minimum of 100,00 EUR.

20.6 BREEX undertakes to supply these, within one month of the request being made, in a machine-readable format to the Customer or to a third party designated by the Customer. If the Customer requests a different format, this shall be charged as additional work on a time-and-materials basis in accordance with the rates applicable at BREEX at that time.

Article 21 - Damages in the event of dissolution through the Customer's fault

If the Maintenance Agreement relating to the Website and Applications is dissolved through the Customer's fault as a result of a contractual breach on the part of the Customer, the Customer shall owe BREEX the sums due and unpaid, increased by late-payment interest, plus lump-sum damages assessed in accordance with Article 20 of these General Maintenance Terms, without prejudice to BREEX's right to claim from the Customer any higher damage suffered.

Contractual Maintenance Terms

CONTRACTUAL MAINTENANCE TERMS Support & Maintenance

Article 1 – Definitions

The following definitions apply to the interpretation of the Maintenance Agreement:

1. Contractual Maintenance Terms: these contractual terms, which form part of the Maintenance Agreement;
2. General Maintenance Terms: the terms of BREEX which form part of the Maintenance Agreement between the Parties and which the Customer may consult at any time at the URL https://breex.be/voorwaarden. The Customer confirms that it took note of these terms prior to the conclusion of the agreements and that it agrees to them;
3. Maintenance Agreement: the maintenance agreement, including the Special Conditions, the Contractual Maintenance Terms, the General Maintenance Terms and the invoice terms;
4. Special Conditions: any choices/options indicated by the Customer on the first two pages of the maintenance agreement;
5. Data Processing Agreement: The Data Processing Agreement may be consulted at any time at the URL https://breex.be/voorwaarden. The Customer confirms that it took note of this Data Processing Agreement prior to the conclusion of the Maintenance Agreement, that it agrees to it and that it confirms its instructions for data processing;
6. Services: The services which BREEX will provide to the Customer, as described in the Special Conditions. These services are at all times governed by the Maintenance Agreement;
7. Hardware: the hardware as specified in the Special Conditions for which BREEX is required to intervene under the Maintenance Agreement;
8. Licensed Software: the software acquired by the Customer in accordance with the Special Conditions and offered by BREEX, its partners and/or their licensor(s) for the online administration and management of businesses (for example support with bookkeeping, drawing up and storing quotations and invoices, CRM, etc.);
9. Website: the website acquired by the Customer from BREEX under a separate agreement, which BREEX maintains under the Maintenance Agreement and for which it grants the Customer a right of use;
10. Applications: the web applications acquired by the Customer from BREEX in accordance with the Special Conditions, which BREEX maintains under the Maintenance Agreement and for which it grants the Customer a right of use;
11. Office Hours: Monday to Friday between 8.00 am and 5.30 pm, excluding public holidays;
12. User(s): The person(s) authorised by the Customer to use the Licensed Software, Website and/or Applications by means of a username and password.

Article 2 - Subject matter and order of precedence of provisions

2.1 The Maintenance Agreement is concluded between BREEX EUROPE NV (“BREEX”), with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0537.365.350, on the one hand, and the Customer, on the other.

2.2 The provisions of the Maintenance Agreement apply in full to the contractual relationship between the Parties as defined below.

2.3 The Maintenance Agreement consists of this agreement and the accompanying documents applicable to this contractual relationship:

• The Special Conditions;
• The Contractual Maintenance Terms;
• The Data Processing Agreement;
• The General Maintenance Terms;
• The invoice terms.

The above documents must be read together and are the only documents applicable to the contractual relationship between BREEX and the Customer.

2.4 In the event of conflict between, or inconsistency of, the documents of the Maintenance Agreement, the following hierarchy applies, in the following descending order of priority:

• The Special Conditions;
• The Contractual Maintenance Terms;
• The Data Processing Agreement;
• The General Maintenance Terms;
• The invoice terms.

In the event of conflict, the provisions set out in the document highest in the hierarchy shall prevail, save with the express written agreement of BREEX.

2.5 The Services of BREEX under the Maintenance Agreement are to be characterised as obligations of means.

Article 3 – Term

3.1 The Maintenance Agreement applies for a fixed term as specified in the Special Conditions of the Maintenance Agreement and takes effect upon signature of the Maintenance Agreement. Failing timely notice of termination, the Maintenance Agreement shall be tacitly renewed on the same terms as set out in the Maintenance Agreement, unless otherwise stipulated in writing.

3.2 The termination arrangements are specified for each Service purchased in Part II and Part III of the General Maintenance Terms, where applicable.

Article 4 – Price and payment

4.1 Unless otherwise stipulated, the prices of BREEX are net prices exclusive of VAT, without discount. All taxes and charges, however described, that are now or may at any time be levied on the amounts payable by the Customer shall be borne by the Customer.

4.2 The invoices of BREEX are at all times payable at its registered office, even if the Customer holds a certain and due claim against BREEX. Any suspension, deduction, set-off or netting with respect to the Customer's payment obligations towards BREEX is excluded, save by special written agreement. The Customer also undertakes not to withhold payment of invoices or balances of invoices that are not seriously disputed and expressly waives its rights under Article 5.98 of the Civil Code.

4.3 Even if payment in instalments or a payment term is granted to a Customer under the special written agreement, non-payment of a single invoice on its due date shall, by operation of law and without prior formal notice, render all unpaid invoices due and payable.

4.4 In the event of non-payment of invoices on the due date, the amounts owed shall be increased by operation of law and without prior formal notice by lump-sum and irreducible compensation set at 12,5% of all amounts still outstanding, with a minimum of 65 EUR. In addition, unpaid invoices shall bear late-payment interest by operation of law and without prior formal notice, as provided for in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. For each reminder sent, an additional reminder fee of 15,00 EUR shall be charged, plus the cost of sending it by registered post.

4.5 With each invoice, the fee determined as described in these terms shall be revised according to the formula: PN = PO (0,8 SN/SO + 0,2) where:

• PN = Adjusted fee
• PO = Initial fee
• SO = Salaries + social security charges (labour cost) on which the fee is based
• SN = Salaries + social security charges (labour cost) applicable at the time of revision

4.6 Revisions in accordance with the above formula are made on the basis of the DIGITAL reference labour costs published monthly by Agoria and available at: www.agoria.be/nl/aanbod/data-studie/referteloonkost.

Article 5 – Liability

5.1 BREEX's liability for any loss of use, loss of profit and/or indirect damage is in any event excluded and BREEX cannot under any circumstances be held liable to pay any compensation for it. Nor is BREEX liable for damage or costs resulting from misuse of the access or identification codes.

5.2 In the event of non-conformity of or defects in the Hardware and/or defective Services, the Customer is required to notify BREEX of any complaints in writing no later than 8 days after the defect, the non-conformity or the defective Services should have been discovered, failing which the Customer can no longer assert any right or remedy in that respect. The liability of BREEX for damage resulting from non-conformity of or defects in the Hardware and/or defective Services is limited to BREEX's obligation to carry out one or more of the following options, at BREEX's choice:

1. crediting the relevant (partial) invoices relating to (the relevant part of) the non-conforming or defective Hardware and/or defective Services;
2. re-delivering (the relevant part of) the non-conforming or defective Hardware and/or defective Services at no additional cost;
3. repairing or replacing (the relevant part of) the non-conforming or defective Hardware and/or defective Services at no additional cost;
4. paying compensation equal to the total invoice amount paid by the Customer for the delivery of (the relevant part of) the non-conforming or defective Hardware and/or defective Services.

5.3 The liability of BREEX towards the Customer for damage resulting from non-conforming Hardware for which BREEX is required to intervene and/or defective Services is in any event limited to an amount equal to one third of the net amount that BREEX invoiced to and received from the Customer during the 3 months preceding the event giving rise to the damage.

5.4 Without prejudice to the provisions of Article 5.3 of the Contractual Maintenance Terms, the liability of BREEX is in any event limited to the items and amounts for which BREEX is insured. For direct damage, BREEX's liability is limited to the amount for which it is insured, namely a maximum of 100.000,00 EUR for property damage and 20.000,00 EUR for bodily injury. BREEX is in no event liable for damage to the devices, software and data connected to the Hardware.

5.5 Upon delivery and signature of the delivery note or upon putting the Hardware, Licensed Software, Website and/or Applications into use, the Customer has accepted the Hardware, Licensed Software, Website and/or Applications in full. From that moment, the Customer may no longer rely on visible defects or on contractual non-conformity.

Article 6 – Early termination

6.1 Should the Customer unilaterally terminate or break off the Maintenance Agreement early and before the expiry of the contractually agreed term, or commit a contractual breach, the Customer shall owe BREEX at least lump-sum damages as set out in Article 9 and Article 20 of the General Maintenance Terms.

6.2 The Customer accepts that upon termination of the Maintenance Agreement the performance of the Services and the rights of use granted shall cease, and undertakes to return the Hardware supplied under the Maintenance Agreement to BREEX within 10 days of the termination, failing which the Customer shall owe compensation of 950,00 EUR and additional compensation of 150,00 EUR for each day that the Customer remains in default.

6.3 The Customer acknowledges and accepts its own responsibility for the consequences of the termination of the Maintenance Agreement.

Article 7 – Dissolution

7.1 The Maintenance Agreement may be dissolved by BREEX by operation of law, by ordinary written notice to the Customer, without any judicial formality:

If the Customer is in a state of cessation of payments, collective debt settlement, judicial reorganisation or bankruptcy,

• In the event of an attachment or other forms of enforcement against the Customer,
• In the event of liquidation or cessation of the Customer's activities,
• In the event of non-payment of invoices,
• In the event of any breach by the Customer of the Maintenance Agreement that is not remedied within 15 days at the latest after written formal notice to that effect.

7.2 If the Maintenance Agreement is dissolved through the Customer's fault, all claims of BREEX against the Customer shall become due and payable and BREEX shall be entitled to damages assessed in accordance with Articles 10 and 21 of the General Maintenance Terms, without prejudice to BREEX's right to claim compensation for the actual damage.

7.3 The Customer acknowledges and accepts that a breach of one or more provisions of the Maintenance Agreement by the Customer may entail the dissolution of the Maintenance Agreement in its entirety.

7.4 The Customer accepts that upon dissolution of the Maintenance Agreement the performance of the Services and the rights of use granted shall cease, and undertakes to return the Hardware supplied under the Maintenance Agreement to BREEX within 10 days of the termination, failing which the Customer shall owe compensation of 950,00 EUR and additional compensation of 150,00 EUR for each day that the Customer remains in default.

Article 8 - General provisions

8.1 The mere fact that BREEX does not insist on strict compliance with any provision of the Maintenance Agreement, or does not enforce it, cannot be interpreted as a waiver or renunciation of any right, unless this is confirmed in writing.

8.2 If one or more provisions of the Maintenance Agreement are declared void or unenforceable, the Parties shall replace those provisions with a valid and enforceable provision which, as far as possible, achieves the economic, commercial or other purpose of the said void or unenforceable provision, and the other provisions of the Maintenance Agreement shall remain in force.

8.3 The compensation to which BREEX is entitled under Articles 4.4, 6.2 and 7.4 of the Contractual Maintenance Terms and Articles 6.4, 9, 10, 15.3, 20 and 21 of the General Maintenance Terms shall be indexed in accordance with the formula adopted in Article 4.5 of these Contractual Maintenance Terms.

8.4 The Customer accepts and acknowledges that upon any form of termination of the Maintenance Agreement, Articles 11.7, 14.3, 16.3 and 19.3 of the General Maintenance Terms shall continue to apply.

8.5 The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Maintenance Agreement sent by e-mail in PDF format shall have the same evidential value as an original paper copy bearing a handwritten signature.

Article 9 - Governing law and choice of forum

Any dispute relating to the Maintenance Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the courts of the judicial district where BREEX has its registered office. The Maintenance Agreement is governed by Belgian law.

Partnership Agreement

GENERAL CONDITIONS OF THE PARTNERSHIP AGREEMENT

ARTICLE 1 – SUBJECT MATTER

1.1 This agreement between, on the one hand, (i) BREEX EUROPE NV (“BREEX”), with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0537.365.350, and, on the other hand, (ii) the Partner is governed by the terms and conditions of this agreement entered into between the Parties, hereinafter referred to as the Partnership Agreement, including these general conditions. The Partnership Agreement takes effect upon signature by the Partner and BREEX, such signature also constituting acceptance of these general conditions, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate this Partnership Agreement. The Partnership Agreement excludes the application of any general and/or other conditions of the Partner itself.

1.2 The Partner shall recommend BREEX for the business administration software application “MY BREEX”, Printer Solutions, Web Development and BREEX Smartchargers with the associated software and services, without any intermediation in the conclusion of agreements with prospects/leads for the sale of services and products from BREEX's range.

1.3 Should BREEX decide to extend its services with regard to its range and/or line of business, BREEX reserves the right not to communicate the extension concerned to the Partner.

1.4 The existing customers of BREEX GROUP (namely BREEX EUROPE NV, BREEX SALESMAKERS NV and BREEX SMARTCHARGERS BV) with whom BREEX GROUP can demonstrate a prior business relationship are excluded from this Partnership Agreement, as is the work arising from them.

ARTICLE 2 – PERFORMANCE

2.1 The Partner's activity consists of referring prospects to BREEX.

2.2 The Partner is not authorised to broker or conclude agreements on behalf of BREEX, nor to bind BREEX in any way whatsoever. Negotiations on the services/products of BREEX and their terms/conditions are reserved exclusively to BREEX. The Partner engages solely in lead locking.

2.3 BREEX negotiates with the prospect and checks whether the prospect has a suitable profile before an agreement can be concluded.

ARTICLE 3 – INDEPENDENCE

3.1 The Partner carries out its activities and business operations outside any employment relationship and in complete independence from BREEX. All documents and correspondence exchanged between the Parties must be regarded as an indispensable working tool enabling the Parties to perform their work in accordance with their commitments. Under no circumstances may they be interpreted as an indication of any relationship of authority.

3.2 The Partner undertakes to comply with all social security, tax and commercial obligations incumbent upon it as a self-employed person or self-employed business, such as: contributions to the social security system, withholding tax, VAT, registration with the Crossroads Bank for Enterprises, …

ARTICLE 4 – TERM

The agreement is entered into for a fixed term as set out in the Special Conditions on page 1 of this Partnership Agreement, with effect from the signature of this Partnership Agreement by both Parties.

ARTICLE 5 – REPORTING

5.1 After receiving the leads/prospects, BREEX shall report in writing (including by e-mail), at the Partner's request, on the status of the leads/prospects referred.

5.2 BREEX shall not, however, be asked to account for the content of the agreement concluded by BREEX with leads/prospects, except for the net price, and the reasons why certain leads/prospects were not approached by BREEX or why no agreement was concluded with the leads/prospects.

ARTICLE 6 – REMUNERATION

6.1 The Partner's remuneration consists of a commission, as set out in the Special Conditions on page 1 of this Partnership Agreement.

6.2 The commission becomes payable as soon as the prospect/customer has signed the agreement/order and the order has been paid in full into BREEX's account. BREEX shall instruct the Partner to invoice no later than one month after receipt of full payment into its account. Where applicable, the Partner's invoices must state the order form number(s) concerned or the reference communicated by BREEX. The commission shall be paid within sixty days.

6.3 The right to commission lapses if it is established that: The prospect/customer fails to honour its commitments and payment. Performance of the agreement has become impossible. Performance of the agreement cannot reasonably be required of BREEX, in particular where serious reasons attributable to the third party justify non-performance by BREEX. Where the right to commission lapses, the Partner shall repay to BREEX any commission it has already received.

ARTICLE 7 – PRIVACY

7.1 The Partner warrants that it has obtained the necessary consent from the prospects/leads or can base the transfer on a lawful basis as provided for in the GDPR.

7.2 The Partner confirms that it will indemnify and assist BREEX, at BREEX's first request, with regard to claims by third parties concerning the transfer of prospects' identification data to BREEX and their processing by BREEX.

7.3 BREEX shall notify the Partner in writing without delay after discovering or receiving claims by third parties/prospects concerning an alleged infringement.

7.4 The Partner's duty to indemnify is an indemnity against all damage, interest, fines and costs. The Partner's duty of assistance means that the Partner shall, at first request, intervene in amicable or judicial and/or administrative proceedings and shall also bear the costs (non-exhaustively: costs of experts, counsel, court costs, administrative costs) of BREEX in those proceedings. The Partner's duty to indemnify exists alongside BREEX's right to separate and full compensation for the damage suffered by BREEX.

ARTICLE 8 – CONFIDENTIALITY

8.1 The Partner agrees, both during and after the term of the Partnership Agreement, as well as during, not to disclose or reproduce the content of this Partnership Agreement or the knowledge and know-how it acquires, nor to allow these to be used for purposes other than the performance of this Partnership Agreement.

8.2 Furthermore, the Partner agrees to take all necessary measures to ensure that the Partner's employees or third parties acknowledge and respect the confidential and secret nature of the information. The Partner accepts full liability and shall indemnify BREEX against any wrongful disclosure or use of the confidential information by third parties (including employees).

8.3 This obligation of confidentiality shall survive for a period of 10 years after the termination of the Partnership Agreement.

8.4 The Partner acknowledges that BREEX is entitled to claim compensation for any breach of this duty of confidentiality, without prejudice to any other claim.

ARTICLE 9 – ASSIGNMENT OF RIGHTS AND OBLIGATIONS

The Partner is prohibited from assigning this Partnership Agreement – which was concluded intuitu personae – on any terms whatsoever. Should the Partner intend to carry out such an assignment, it must first obtain the written consent of BREEX.

ARTICLE 10 – DISSOLUTION OF THE AGREEMENT

10.1 BREEX has the right to dissolve this Partnership Agreement with the Partner at any time, with immediate effect, without judicial authorisation, subject to prior formal notice and without payment of any compensation, in the following cases: if the Partner casts the products of BREEX GROUP in a negative light; if the Partner commits a serious breach of contract or fails to comply with an essential obligation as set out in Articles 7, 8 and 9 of these conditions.

10.2 If this agreement is dissolved through the Partner's fault, BREEX shall additionally be entitled to damages, assessed as a lump sum at 50 % of the turnover that BREEX has generated on the basis of the leads/prospects referred by the Partner in the 12-month period preceding the dissolution, without prejudice to BREEX's right to claim compensation for the actual damage. The Partner accepts that, on dissolution of the Partnership Agreement, no further commission is owed by BREEX and that it is obliged to remove all references to BREEX, both online and offline, within 24 hours of the dissolution of this Partnership Agreement.

ARTICLE 11 – REPLACEMENT OF INVALID PROVISIONS

The Parties undertake to do everything in their power to replace any void or unenforceable provisions with valid and enforceable arrangements that achieve, to the greatest extent possible, the same result as they sought to achieve with the void or unenforceable clauses.

ARTICLE 12 – GOVERNING LAW AND CHOICE OF FORUM

Any dispute relating to the Partnership Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the Dutch-language courts of Dendermonde. The Partnership Agreement is governed by Belgian law.

The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Agreement sent by e-mail in .pdf format shall have the same evidential value as an original paper copy bearing a handwritten signature.

Easybox General Licence Terms

EASYBOX GENERAL LICENCE TERMS

PART 1 – GENERAL

Definitions and interpretation

Special Conditions: the special conditions that apply between the Customer and EASYBOX as evidenced by a separate agreement, quote or order confirmation;

EASYBOX: BREEX EASYBOX BV, with its registered office at 9000 GENT, Moutstraat 66/bus 601, company number 0760.527.015;

EASYBOX Services: the services that EASYBOX provides to the Customer (and, where applicable, its users), whether or not via the EASYBOX SaaS platform, including but not limited to the use of the EASYBOX SaaS platform, data security, updates, cloud services, online help documentation, etc.;

EASYBOX SaaS platform: the Web Application to which the Customer (and, where applicable, its users) obtain(s) access by means of unique Login Details;

Customer: an undertaking with which EASYBOX concludes this Licence Agreement;

Sales Partner: a third-party undertaking which, in cooperation with EASYBOX, provides services to the Customer (and, where applicable, its users), whether or not via the EASYBOX SaaS platform, including but not limited to data migration, training and configuration;

Licence Agreement: the agreement between EASYBOX, on the one hand, and the Customer, on the other, including these General Conditions and the Special Conditions;

Login Details: a code intended exclusively for the Customer, consisting of a username and a password, by means of which access can be obtained to the EASYBOX SaaS platform;

System Requirements: the minimum requirements that the Customer's hardware and software must meet in order to make proper use of the EASYBOX SaaS platform;

Confidential Information: confidential information concerning the Customer or EASYBOX, including (a) information designated in writing as confidential, (b) information that is not generally known, (c) information that has not been made generally accessible by the party to which the information relates and/or from which the information originates, and (d) information whose confidential nature must be presumed to be known;

Web Application: the software and/or modules as described on the EASYBOX website, to which EASYBOX grants the Customer access for use in accordance with this Licence Agreement; Payment Initiation Service Provider: Ponto, a service offered by Isabel NV, a licensed payment institution supervised by the National Bank of Belgium, company number 0455.530.509;

The Licence Agreement takes effect upon signature of the Licence Agreement by the Customer and EASYBOX, such signature also constituting acceptance of these general conditions, and it cancels and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that predate this Licence Agreement. The Licence Agreement excludes the application of any general and/or other conditions of the Customer itself.

EASYBOX's obligations are obligations of means.

Subject matter

In return for payment of the agreed prices, EASYBOX grants the Customer a non-exclusive and non-transferable right to use the EASYBOX SaaS platform for the Customer's internal business purposes in accordance with the terms and conditions of this Licence Agreement. The right of use commences when the Licence Agreement is signed. The Customer may not allow the EASYBOX SaaS platform to be used for the benefit of any (legal) person other than the Customer.

The Customer is not permitted to transfer any rights or obligations arising from the Licence Agreement.

Since the Web Application is offered as Software as a Service (SaaS), references to the right of use in the Licence Agreement must be interpreted as follows:

• such right of use does not give the Customer any right to hold the EASYBOX SaaS platform in source and object code or to inspect it;
• such right of use does not give the Customer any right to reproduce, copy or share the EASYBOX SaaS platform with third parties;
• such right of use includes the configuration, provision and maintenance of the hosting facilities that EASYBOX uses to offer the Web Application as SaaS.

GDPR

EASYBOX respects the Customer's privacy and processes its personal data in accordance with the applicable regulations (in particular Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data). This processing takes place on the basis of the Customer's consent and the arrangements made. The Customer remains at all times the owner of the data it enters. By signing this Licence Agreement, the Customer accepts that EASYBOX may, among other things, carry out creditworthiness checks and may obtain information concerning the Customer as well as its representatives and other parties involved in the Customer's business. This information may be used by EASYBOX or its group for the performance of the Licence Agreement, the fulfilment of their legal obligations and in order to send information about products or services that may be of interest to the Customer. This collection takes place in accordance with the privacy policy of EASYBOX. The Customer has the right to be informed about the personal data that EASYBOX processes and to request the rectification of incorrect data, the erasure of the data and/or the restriction of processing, always insofar as the applicable regulations provide for this. The Customer also has the right to object to processing and to request the portability of the personal data, again in accordance with the applicable regulations. The Customer may exercise these rights by sending a written request, dated and signed, to EASYBOX, enclosing a copy of both sides of the identity card. In the event of problems, the Customer has the right to lodge a complaint with the Belgian Data Protection Authority (Rue de la Presse 35, 1000 Brussels, +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Force majeure

Any event that constitutes an insurmountable obstacle to the normal performance of the Licence Agreement, or that seriously prevents or hinders it, shall be regarded as a case of force majeure, including (but not limited to): strikes, government measures, (temporary) closure of the business, transport difficulties, delay in or impossibility of supply and damage to – or defects in – business assets of EASYBOX essential to the work, delay in or impossibility of supply on the part of EASYBOX's suppliers, power failures, server failures, etc. In the event of force majeure, EASYBOX shall be entitled either to suspend performance of the Licence Agreement for a period of no more than three months, or to dissolve the Licence Agreement in whole or in part, without being liable for any compensation. Financial obligations of the Customer can never be suspended or dissolved as a result of force majeure.

Prices and payment

EASYBOX reserves the right to change the prices during the term, no more than once a year, but not earlier than six months after the Licence Agreement takes effect. The change may be made as a result of, among other things, cost increases and/or price-increasing measures taken by the Belgian government or suppliers.

All taxes and charges, however described, that are now or may at any time be levied on the amounts payable by the Customer shall be borne by the Customer.

The Customer may not invoke suspension, deduction or set-off with regard to the Customer's payment obligations towards EASYBOX.

EASYBOX has the right (but is not obliged) to make invoices available to the Customer electronically by e-mail or through a customer portal.

The Customer agrees to pay the charges set out in the accepted Licence Agreement (the “Charges”). Licence Agreements are non-cancellable and the Charges must be paid no later than fifteen (15) days after the invoice date.

Unless otherwise stated above, all invoices are payable at the address of EASYBOX's registered office and, unless otherwise agreed, must be paid within fifteen (15) days of the invoice date. In the event of late payment, late-payment interest of 1,5 % per month shall be due by operation of law and without formal notice, together with lump-sum compensation of 10 % with a minimum of 65 EUR, by way of irrevocable damages and irrespective of court costs. For each reminder sent, an additional reminder fee of 15,00 EUR shall be charged, plus the cost of sending it by registered post. All complaints and objections must be made within 7 days of the invoice date.

The Customer must always inform EASYBOX immediately of any changes to the address and invoicing details provided when the Licence Agreement was signed.

Dissolution

The Licence Agreement may be dissolved by EASYBOX by operation of law, by ordinary written notice to the Customer, without any judicial formality:

• If the Customer is in a state of cessation of payments, collective debt settlement, judicial reorganisation or bankruptcy,
• In the event of an attachment or other forms of enforcement against the Customer,
• In the event of liquidation or cessation of the Customer's activities,
• In the event of non-payment of invoices,
• In the event of any breach by the Customer of this Licence Agreement that is not remedied within a period of no more than 5 days after written formal notice to that effect.

Should the Customer unilaterally terminate or break off the Licence Agreement early and before the expiry of the contractually agreed term, or commit a contractual breach, the Customer shall owe EASYBOX at least lump-sum damages. In all cases of early termination, without prejudice to EASYBOX's right to full compensation, the Customer shall owe, in addition to the sums due and unpaid, increased by late-payment interest, compensation, on the one hand, to EASYBOX, set at the value of the monthly prices still to fall due. Payments made by the Customer shall be applied first to the stipulated compensation and to the late-payment interest, then to the costs remaining unpaid and finally to the principal sums.

Electronic signature

The Parties agree that (i) electronic signatures qualifying as an advanced or a qualified electronic signature under the eIDAS Regulation (Regulation (EU) No 910/2014) or (ii) scans of the signed signature page of this Licence Agreement sent by e-mail in PDF format shall have the same evidential value as an original paper copy bearing a handwritten signature.

Governing law and choice of forum

Any dispute relating to the Licence Agreement, its performance, interpretation and termination shall fall within the exclusive jurisdiction of the courts of Dendermonde. The Licence Agreement is governed by Belgian law.

PART 2 – USE OF THE EASYBOX SAAS PLATFORM

Obligations of the Customer

The Customer shall in no way use the EASYBOX SaaS platform for purposes other than those for which the EASYBOX SaaS platform is intended, which include (but are not limited to):

• invoicing and quotes;
• product and service management;
• customer and contact management;
• smart document processing;
• smart consolidation of financial transactions;
• automatic sending of invoices to the accountant;
• smart connected bank accounts;
• ...

Use of the EASYBOX SaaS platform is subject to payment by the Customer of the prices stated in the Special Conditions of the Licence Agreement.

Use of the EASYBOX SaaS platform is governed by a subscription plan chosen by the Customer. If the Customer extends (among other things by adding extra users, integrations or boxes) and/or changes its subscription and/or consumes units in excess of its subscription, the Customer's subscription plan shall be adjusted automatically. Any additional cost shall moreover be invoiced to the Customer.

If the Customer has opted for a type of subscription but purchases EASYBOX Services (whether or not via the EASYBOX SaaS platform) that are not included in that subscription, EASYBOX reserves the right to invoice these EASYBOX Services immediately.

In providing its services, EASYBOX needs information from the Customer, which it will request each time at the start of the cooperation. If the Customer does not provide this information to EASYBOX within three months of signing the Licence Agreement, EASYBOX has the right to charge a fee of 500,00 euro per month. This fee shall be set off against the prices stated in Article 5 as soon as the Customer has provided the information to EASYBOX.

The Customer is not permitted to use the EASYBOX SaaS platform in breach of statutory provisions or of the Licence Agreement. The Customer is responsible for the content and accuracy of the data it has transmitted to EASYBOX via the EASYBOX SaaS platform. The Customer undertakes towards EASYBOX to use the EASYBOX SaaS platform reasonably, so that the amount of information it stores and the volume of data traffic it generates do not deviate from what EASYBOX reasonably considers appropriate to provide a reasonable user experience suited to the foreseeable pattern of use. In no case shall the Customer's data usage (incl. data storage) exceed 10 GB. Should the Customer's data usage (incl. data storage) exceed this limit of 10 GB, the Customer shall pay a surcharge depending on the amount of data it uses above the 10 GB ceiling.

Term

The agreed term as set out in the Special Conditions of the Licence Agreement commences on the date of signature of the Licence Agreement (“Initial Term”).

The Licence Agreement shall be renewed automatically for successive periods of one year (each such Term being a “Renewal Term”), beginning on expiry of the Initial Term, unless one of the Parties terminates the Licence Agreement in writing six (6) months before the end of the Initial Term or the current Renewal Term, as the case may be.

Upon termination of the Licence Agreement for any reason whatsoever, (i) the Customer must immediately pay all Charges and other amounts owed to EASYBOX under the Licence Agreement up to and including the date of termination, (ii) all rights of use granted to the Customer under the Licence Agreement, including the right to use the EASYBOX SaaS platform, shall lapse automatically and (iii) EASYBOX shall, at the Customer's simple request, provide a copy of the Customer Data in a common file format (provided that the Customer has fulfilled its obligations under the Licence Agreement). This file shall remain available and accessible for thirty (30) days after the termination or the expiry of the end date of the subscription.

Back-up and security

EASYBOX shall endeavour to make a new back-up of the EASYBOX SaaS platform every 24 hours, unless such a back-up is not possible owing to external circumstances.

EASYBOX shall, to the best of its ability, protect the data that the Customer has entered via the EASYBOX SaaS platform, as well as is reasonably possible, against loss, theft, unauthorised access and modification by non-users.

System Requirements

The Customer warrants that the internet connection it uses meets the following requirements for use of the EASYBOX SaaS platform:

• a modern internet browser;
• an internet connection with a minimum speed of 50 Mb/second.

The Customer is responsible for taking the necessary measures to protect the hardware and software configuration and the telecommunications and internet connections against viruses, computer crime and unlawful use by its own users or by third parties.

Maintenance and availability

EASYBOX is entitled to implement updates and upgrades to the EASYBOX SaaS platform at its own discretion. EASYBOX shall make updates and upgrades available (where practically feasible) via the internet to the Customer, who undertakes to implement them as soon as possible.

EASYBOX may add or remove features and functionalities, offer new services or discontinue outdated functionalities. Any new functionalities of the EASYBOX SaaS platform may give rise to a price increase and/or be offered at a fixed price to be charged monthly or quarterly.

EASYBOX endeavours to ensure optimal availability of and access to the EASYBOX SaaS platform. EASYBOX nevertheless reserves the right to restrict access to the EASYBOX SaaS platform in whole or in part: a) for a reasonable period for maintenance and installation purposes (such as updates and upgrades that cannot be implemented without restricting access). EASYBOX shall make reasonable efforts to inform the Customer of this in good time, to limit any negative impact on the EASYBOX SaaS platform as far as possible and to carry out such services outside office hours (where practically feasible); b) for a reasonable period if EASYBOX considers that the provision/use of the EASYBOX SaaS platform infringes, or is reasonably likely to infringe, the rights of EASYBOX or another person, or applicable laws or regulations, and/or that further use poses a risk to the security and/or integrity of the EASYBOX SaaS platform.

Users and login details

The Customer undertakes that (i) each user account is used by only one registered user, (ii) each registered user will use a secure password for the EASYBOX SaaS platform and (iii) each registered user will keep his or her password confidential. The Customer is responsible for the acts of its registered users and may not share its Login Details with a third party in order to give access to the EASYBOX SaaS platform.

The Customer must handle the Login Details with care and is responsible for them. The Login Details are not transferable. The Customer is obliged to keep the Login Details strictly secret from everyone. The Customer is liable for any use of its Login Details. All acts are at the Customer's expense and risk. EASYBOX has the right at any time, stating its reasons, to block or suspend the Customer's access to the EASYBOX SaaS platform for an indefinite period if misuse or otherwise improper use is suspected. The Customer shall handle access to the EASYBOX SaaS platform and the information obtained from it responsibly, and the Customer is also unconditionally liable for any information it adds to the EASYBOX SaaS platform.

Payment initiation services

Where the choice of the registered user or the Customer requires the initiation of a Payment Order, this shall be offered by the Payment Initiation Service Provider (the “Payment Initiation Services”). In order to provide these Payment Initiation Services, the Payment Initiation Service Provider is registered with the National Bank of Belgium as its supervisory authority.

If the Customer chooses to use the Payment Initiation Service Provider, the Customer accepts the terms and conditions for the use of Payment Initiation Services.

Liability

As regards the EASYBOX SaaS platform, it is generally the case that the operation of a computer configuration (an interplay of hardware and software) can never be fully guaranteed. Both external factors (power failures, disruptions to the internet and IT systems, etc.) and factors inherent in the IT and computer configuration of the Customer and/or EASYBOX (defects, network failures, non-compliant use by users, etc.) may cause, among other things, unexpected loss of data, programs and/or information. The Customer, however, undertakes to provide processes of its own for the security, retention and recovery of data (such as but not limited to back-ups). In any event, EASYBOX is not responsible for such instances of damage.

To the extent permitted under the applicable legislation, EASYBOX shall not be liable for any special, indirect, incidental or consequential damage of any kind, including, but not limited to, damage or costs resulting from loss of profit, loss of data, loss of turnover, loss of goodwill, business losses, procurement of substitute services, the recruitment or non-recruitment of certain persons and/or losses of the Customer and/or third parties, or bodily injury or property damage arising out of or in connection with the Licence Agreement, including, but not limited to, incorrect calculations, or the (incorrect) use of or inability to use the EASYBOX SaaS platform, regardless of the cause of action or theory of liability, whether based on tort, contract or otherwise.

When using the Payment Initiation Services, the Customer is responsible for verifying the payment order. The Customer must first confirm the amount of the payment order before confirming the initiation of the payment order. EASYBOX is not liable for input errors that the Customer has not corrected before confirming the initiation of the payment order.

EASYBOX is not liable for the Customer's data or for its accuracy, completeness and lawfulness. The Customer shall indemnify EASYBOX if EASYBOX is called to account, in law or in fact, by a public authority or a third party for infringements of intellectual property rights or of laws resulting from the data, images, information, photos, etc. placed on the EASYBOX SaaS platform.

EASYBOX is not liable for the services provided by a Sales Partner.

Without prejudice to Article 15.1, EASYBOX's liability for direct damage is in any event limited to the amount for which it is insured, namely a maximum of 100.000,00 EUR for property damage and 20.000,00 EUR for bodily injury.

If and insofar as, for whatever reason, no payment is made under the aforementioned insurance cover, the legal obligation to pay (any) compensation (for whatever reason) shall be limited to no more than the amount that EASYBOX invoiced to the Customer under the Licence Agreement in the calendar year in which the event causing the damage occurred.

Confidentiality

Neither party shall disclose Confidential Information concerning the other party or use it for any purpose other than that for which the Confidential Information was obtained. The Parties warrant that their employees and/or staff, as well as third parties engaged by the Parties, will comply with the confidentiality obligations described in this article.

The Customer acknowledges that the source code and/or object code of the EASYBOX SaaS platform is a trade secret within the meaning of the Act of 30 July 2018 on the protection of trade secrets. If the Customer, for whatever reason, gains knowledge of this source code and/or object code, the Customer undertakes to keep it strictly secret and not to use it unlawfully (such as copying it without EASYBOX's permission) and/or disclose it (such as making it available to third parties without EASYBOX's permission).

The obligation of confidentiality shall continue to apply after termination of the Licence Agreement.

Data protection and data processing agreement

Without prejudice to Article 3, as regards the EASYBOX SaaS platform, the data that the Customer has entered via the EASYBOX SaaS platform is stored in a database managed by a third party engaged by EASYBOX. EASYBOX guarantees data security at this third party in accordance with the GDPR. All data remains within the European Economic Area (EEA) at all times. If at any point in the future data export outside the EEA is required, EASYBOX undertakes to inform the Customer of this in advance and to set up the data export process in accordance with the requirements of the General Data Protection Regulation regarding data export.

In its relationship with the Customer, EASYBOX acts as a processor of personal data within the meaning of the GDPR in accordance with this Licence Agreement and the data processing agreement available on the EASYBOX website ( https://www.easybox.com/dpa/?lang=nl), which the Customer acknowledges having read and accepted.

Third-Party Services

EASYBOX may provide integrations with, or include other functionalities that give the Customer access to, services or software of third parties (“Third-Party Services”) (for example, services of third parties with which EASYBOX provides an integration). EASYBOX is not a seller of, nor liable for, Third-Party Services, which may be subject to specific licences, end-user agreements, privacy and security policies and/or terms of use, to be concluded by the Customer directly with that Third Party. EASYBOX gives no warranty on Third-Party Services. The use of Third-Party Services is at the Customer's risk, and Third Parties may require the Customer to agree to additional general terms and conditions for the use of Third-Party Services. EASYBOX may, at its sole discretion, with or without notice and at any time, disable any Third-Party Services. EASYBOX is not liable for the export of data to Third-Party Services.

EASYBOX does not guarantee or claim that the EASYBOX SaaS platform will be compatible with any application, program or platform not specifically designated as compatible in the services. The Customer accepts and acknowledges that the services are essentially dependent on software, which means that flawless operation and permanent availability cannot be guaranteed.

Intellectual property rights

The term “Intellectual Property Rights” means all existing and future intellectual, industrial and commercial rights, whether or not registered, as well as all other proprietary and similar rights, in Belgium and anywhere in the world, including without limitation copyright (including without limitation copyright in computer programs and databases), related rights in performances, phonograms, films, journalistic works and broadcasts, and database rights, design rights and all other possible rights in the field of literature, art and science; patent rights, rights in know-how and trade secrets, and all other rights in intellectual creations in the field of technology; trade marks, rights in company and trade names, domain names and all other rights in signs used in trade to distinguish goods or services from those of others in trade, and all similar or equivalent rights or forms of protection that may exist now or in the future anywhere in the world.

All Intellectual Property Rights are and shall remain the exclusive property of EASYBOX. None of the provisions contained in the general conditions or the Special Conditions may be construed as resulting in a full or partial transfer of those rights to the Customer. The Customer is not permitted to alter, remove or render unrecognisable any indication of the Intellectual Property Rights of EASYBOX on or in the EASYBOX SaaS platform. The Customer is not permitted to use or register any trade mark, design or domain name of EASYBOX, or any name or sign similar to it, in any country anywhere in the world.

The Customer is not permitted to reproduce, decompile, publish, exploit and/or use elements of the EASYBOX SaaS platform in a manner that conflicts with the (intellectual property) rights vested in those elements.

All Intellectual Property Rights relating to the Customer's materials shall remain the exclusive property of the Customer. EASYBOX receives a licence to use and store these materials for the hosting, provision, support and maintenance of the EASYBOX SaaS platform. The Customer shall defend EASYBOX against, indemnify it for and hold it harmless from all damage, losses, expenses and costs arising from a claim brought by a third party on the grounds that the materials infringe the intellectual property rights of that third party.

The Customer does not have the right (i) to use the EASYBOX SaaS platform in whole or in part for purposes other than those stated in the Licence Agreement; (ii) to decompile, disassemble or reverse engineer in any way the source codes, underlying ideas, underlying user interface techniques or algorithms of EASYBOX, or to attempt to reconstruct, identify or discover the source code, or to disclose any of the foregoing; (iii) to use the EASYBOX SaaS platform in any unlawful, illegal, fraudulent or harmful manner, or (iv) for unlawful, illegal, fraudulent, offensive, threatening or other harmful purposes or activities, including the introduction of a virus, Trojan horse, worm, malware or other programs intended to damage, covertly intercept or expropriate, or adversely affect, any system, data or information.