General Conditions

GENERAL TERMS AND CONDITIONS

Article 1 - Object

1.1 This agreement between, on the one hand, (i) BREEX Europe SA ("BREEX"), with its registered office at 9000 GENT, Moutstraat 54, with company number 0537.365.350, and, on the other hand, the Client, is governed by the terms and conditions of the rental agreement concluded between the parties, including these general terms and conditions, the invoices and any special conditions stated on the rental agreement (hereinafter collectively referred to as the "Rental Agreement"). The Rental Agreement comes into force upon signature of the agreement by the Client and BREEX, the signature of which also constitutes acceptance of these general terms and conditions, and it cancels and replaces all written or verbal contracts, proposals and undertakings relating to the same object and which would have preceded the date of this Rental Agreement. The Rental Agreement excludes the application of the Client's own potential general and/or other terms and conditions. BREEX's commitments are obligations of means.

1.2 The services of the Rental Agreement comprise the rental of the appliances made available to the Customer by BREEX as reflected in the special terms and conditions of the Rental Agreement and the issuance certificate (hereinafter the "Rental"). The fees for the Rental consist of a monthly rental amount, hereinafter the "Rental").

1.3 The agreed rental period as stipulated in the Lease commences on the date of delivery of the appliances as further set out in Article 5.8 below. Unless otherwise stipulated, the Lease is tacitly extended by 12 months, subject to cancellation by registered letter at least 6 months before the expiry of the contractual period.

1.4 The appliances are chosen by the Customer under his sole responsibility. The Client chooses the supplier and the appliances on its own initiative and freely determines the technical characteristics, modalities and place of delivery. The Customer releases BREEX from any information obligation and confirms that he is contracting with full knowledge of the facts. Under no circumstances may the Client invoke difficulties regarding the equipment, its use or performance, or its unsuitability in relation to his needs. BREEX or its appointee, shall only be responsible for setting up, adjusting and testing the appliances and shall provide the Customer with information on putting them into service.

1.5 The Rental Agreement is always subject to the suspensive condition of a positive solvency check of the Client by BREEX. If the solvency check reveals that, in the opinion of BREEX, the Client has insufficient financial capacity to guarantee the proper execution of this Rental Agreement, BREEX shall inform the Client (for information purposes only) that the condition precedent has not been fulfilled. This condition may only be invoked by BREEX and not by the Client.

Article 2 - Delivery and receipt

2.1 De Klant verstrekt BREEX voor de geplande levering alle nuttige en noodzakelijke informatie met betrekking tot de levering en verzekert dat de daartoe bestemde lokalen met de nodige installaties en aansluitingen voorzien zijn. Indien de levering door gebreke hieraan niet op het overeengekomen ogenblik kan plaatsvinden, zullen de kosten die hieraan verbonden zijn ten laste van de Klant komen. De toestellen worden door BREEX rechtstreeks geleverd en in ontvangst genomen door de Klant op de aangeduide plaats. De levering en installatie gebeurt op kosten en op risico van de Klant. Opgegeven leveringstermijnen zijn louter indicatief en maken in hoofde van BREEX een middelenverbintenis uit. Het in ontvangst nemen van de goederen door de Klant, impliceert de aanvaarding van de leveringstermijn, ook indien de indicatieve leveringstermijn daarbij werd overschreden.

2.2 During delivery, the Customer checks the conformity of the appliances and proceeds to all tests and checks agreed or required by the nature of the appliances. The Customer then undertakes to sign a delivery receipt at the time of provision. The Customer's signing of this document is proof that the appliance corresponds to the agreed appliance (including accessories, etc.) as stipulated in the special terms and conditions, that the appliance is in perfect condition and does not have any (visible) defects, and that all the necessary documents, instructions and equipment are present and have been supplied along with it.

2.3 Hidden defects must be reported in writing to BREEX at the latest within 24 hours of their observation and discovery, but at the latest within 12 months of delivery. In the absence of timely and written observations in accordance with the above, the goods delivered shall be deemed to have been delivered in accordance with the rules of the art, in conformity and without defects and shall be deemed to have been thus accepted by the Customer. Under no circumstances shall BREEX be bound to make any intervention or be liable in any way for any non-conformity or defects caused by the Customer himself or resulting from improper use by the Customer or non-compliance with the terms of this Rental Agreement.

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

Article 3 - Mode of use and insurance

3.1 The Customer is obliged to use the appliances in accordance with the manuals accompanying the appliances and BREEX's instructions. The Client shall use the said appliances exclusively for business purposes with due diligence. The Client shall ensure that no spare parts, accessories or consumables are used other than those supplied or approved by BREEX. The spare parts and all accessories fitted become the legal property of BREEX without any compensation for the Customer. The Customer may not remove the appliances from the site, where it is installed, except with the prior written consent of BREEX. The Client shall be required to carry out at his own expense all maintenance work and repairs, if necessary in accordance with a separate maintenance agreement with BREEX. Such maintenance agreement is separate from this Lease and any negligence or non-performance of such' maintenance agreement shall have no impact on the Lease.

3.2 Insurance

A. Civil liability

The Client shall, throughout the term of the Rental and until the equipment is returned, have his civil liability arising from the use and storage of the equipment insured by an approved solvent insurance company, for any damage caused to persons or property. The insurance company shall waive any form of recourse against BREEX. The insurance contract shall also cover BREEX's liability to third parties for the rented equipment. The Client instructs his insurer and his insurance intermediary to (i) transmit to BREEX the corresponding insurance certificate annually, for the first time and no later than on the effective date of delivery of the equipment, together with the signed document of receipt of the equipment, and (ii) notify BREEX without delay of the termination, cancellation or suspension of the insurance contract as well as of any non-payment of premiums.

B. Liability for loss and damage

The Customer shall, during the entire term of the Rental until the appliances are returned, have the rented appliances insured in favour of BREEX against damage caused by fire, by lightning, by explosion, by implosion, by the action of electricity, by water damage, by natural forces, by machine breakdown and by theft. BREEX is entitled at any time to check compliance with this obligation or to have it checked by a third party appointed by it. To this end, BREEX may communicate the necessary contact details of the Customer, the relevant information relating to the rented equipment and the anticipated duration of this Lease to the third party appointed by it, who will contact the Customer. The insured value shall at all times be sufficient to cover the total loss of the rented appliances, in accordance with the article relating to termination of the Lease (article 8) plus the residual value. The Client shall, either on his own initiative or in any event at the first request of BREEX, instruct his insurer and/or his insurance intermediary to (i) transmit to BREEX or a third party designated by BREEX the corresponding insurance agreement as well as the proofs of payment of the premiums and (ii) notify BREEX or a third party designated by BREEX without delay of the termination, cancellation or suspension of the insurance agreement as well as of any non-payment of premiums. If the necessary supporting documents are not provided in due time (30 days after the date of the letter requesting notification from BREEX or the third party appointed by it), or if the documents provided do not sufficiently prove that the equipment is insured in accordance with the present Rental Agreement, BREEX shall be entitled but not obliged to include the equipment in the insurance policy underwritten by BREEX in its own name. BREEX will charge the Client an additional amount for this. BREEX will inform the Customer in advance. This amount will be payable under the same terms and conditions as all other payments due under this Rental Agreement and will be invoiced at the same time as the periodic rental charges. The Customer always retains the option to have the appliances insured through its insurer or insurance intermediary at any time and submit proof thereof.

C. Mortgaging

In order to guarantee the proper performance of his commitments, the Customer declares that he pledges to BREEX, for the entire duration of this Lease, his claims arising from insurance policies taken out for the rented appliances. The Client undertakes not to assign or pledge the sums due or to become due to him in respect of the pledged receivables, and to ensure that they are not the subject of any assignment, set-off, attachment by third parties or opposition, and expressly waives the right to take any action which might hinder or limit the effect of this pledge. The Client hereby authorises BREEX, as the only party entitled to collect, on all due dates and at any time when the pledged receivables become due, to collect all sums relating to these receivables and to charge them to the amounts owed by the Client, and this without judicial intervention. This pledge shall be given as security for all sums which the Client owes or will owe BREEX under leasing contracts and/or renting, and/or arising from the business relationship between the Client and BREEX, up to a maximum amount equal to the number of lease instalments multiplied by the amount of the periodic rental instalment, in principal and incidentals, plus the amount of the purchase option under a leasing contract.

Article 4 - Force majeure

Any event which constitutes an insurmountable obstacle to the normal performance of the Lease or seriously impedes or complicates it shall be considered a case of force majeure, such as, inter alia (but not exhaustively): strike, government measures, (temporary) closure of the company, transport difficulties, delay or impossibility of supply and damage to - or defects in - BREEX operating assets essential to the order, delay or impossibility of supply on the part of BREEX suppliers. In the event of force majeure, BREEX shall be entitled either to suspend the execution of the Lease for a maximum period of three months, or to dissolve the Lease in whole or in part, without being liable for any compensation. Financial obligations of the Client can never be suspended or dissolved as a result of force majeure.

Article 5 - Price and payment

5.1 The Rent is payable in advance according to the modalities agreed in the Special Conditions. If the appliances have been delivered during the calendar month following the signing of the Lease, then the invoicing of the Rent will commence on the first day following the day after the last appliance has been delivered.

5.2 BREEX reserves the right to modify the Rent in the interim, no more than once a year, but no earlier than six months after the commencement of the Lease. Changes may be made, inter alia, as a result of cost increases and/or changes in the exchange rate ratio and/or price-increasing measures taken by the Belgian government.

5.3 All taxes and charges, however named, which are now, or at any time, to be levied on the amounts payable by the Customer, or on the Lease or on the appliances and/or on the use of the appliances, irrespective of whose name they are in, shall be borne by the Customer.

5.4 The Client may not invoke suspension, discount or set-off in relation to the Client's payment obligations to BREEX and expressly waives his rights under article 1184 of the Civil Code

5.5 Payment of the Rental shall be made by debit from the bank account specified by the Customer. The Customer undertakes to provide a SEPA mandate to BREEX, 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 providing, at BREEX's first request, an unconditional and irrevocable bank guarantee in favour of BREEX or by providing personal security in the form of surety or liability declarations (hereinafter collectively the "Guarantee"). In the case of a partnership, the directors shall in any case be personally and jointly and severally liable for the fulfilment of obligations by the partnership under the Agreement. The Client shall notify BREEX by return of registered letter as soon as the Client becomes aware of (the intention to) withdraw a Guarantee.

5.8 The Rental Period commences on the day of delivery of the appliances. Unless otherwise stipulated, the Rent was calculated assuming delivery of the appliances on the first day of the month. In case of delivery on another day, the rental period and rental billing will start on the first day of the month following the delivery of the appliances. Between the date of delivery and the first day of the month following the delivery of the appliances, the Customer shall be obliged to pay a user fee, which is definitively acquired for BREEX. This user fee is calculated on the basis of the agreed Rental Fee, pro rata for the number of days elapsed between the date of delivery and the first day of the month following the delivery of the appliances. Subject to other provisions, this user fee is payable together with the first Rent.

5.9 Without prejudice to BREEX's other rights, in this case it is entitled to demand additional or replacement security from the Customer. The Client shall be obliged to supplement or replace such security. If a Third Party Guarantee for the Customer's obligations is or is withdrawn, BREEX shall be entitled immediately and legally, without notice of default or other formality, to dissolve the Lease and to proceed immediately to the collection of the amounts still owed by the Customer, including the compensation provided for under article 10 in the event of early termination or dissolution.

5.10 Unless stated otherwise, all invoices are payable at the address of the registered office of BREEX and, unless otherwise stipulated, are payable within 14 days of the invoice date. If payment is not made by the due date, interest on arrears of 1.5% per month shall be payable ipso jure and without notice of default, as well as fixed compensation of 10% with a minimum of EUR 65, by way of irrevocable damages and irrespective of legal costs. A reminder fee of EUR 15.00 per reminder sent will be charged in addition to the cost of registered mail. All complaints and protests must be formulated within 7 days of the invoice date.

5.11 The Client must always inform BREEX by return of any changes in the address and billing details communicated when the Lease was signed.

Article 6 - Transfer of the Lease to a Partner

6.1 The Customer irrevocably grants to BREEX the right to transfer ownership of the appliances and of the Rental to a leasing company and/or a partner of BREEX (hereinafter the "Partner"). The Client hereby consents to this transfer and shall be legally bound to the Partner to fulfil the obligations under this Rental Agreement. After notification of the transfer, the Rent shall be paid only in full discharge to the Partner, who shall then assume all the rights and obligations of BREEX in respect of this Lease.

6.2 BREEX is also entitled to waive or pledge the debt arising from this Lease. If the waiver or pledge is made later than when this Lease is signed, the Client declares that he has been sufficiently informed of this waiver or pledge by simple letter from BREEX.

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

6.4 In the event of a transfer of the Lease as provided in clause 6.1, the Partner shall not indemnify the Concealed Breach. No recourse may be exercised against the Partner on account of such breach. BREEX (and not the Partner) will continue to indemnify the Customer for hidden defects on an exceptional basis, which the Customer expressly accepts, and this regardless of the transfer of the Hire to the Partner. As a result, the Client shall turn exclusively to BREEX for such claims, and shall exercise all recourse against the latter.

6.5 The Partner shall not disclose to third parties any information regarding the execution of the Lease Agreement, except if it has permission to do so, is required to do so by law or if an interest so justifies. By signing the Lease Agreement, the Customer expressly accepts that an interest exists on the part of the Partner if it would suffer a disadvantage if it did not provide the aforementioned information (such as, but not limited to, defaults of payment by the Customer or protest of invoices). In any event, the Customer agrees that BREEX may be notified of any non-payment.

Article 7 - Liability and damages

7.1 The Client shall indemnify BREEX against all claims by third parties, including employees, for compensation for damage (partly) caused by, or in connection with, the equipment or the use of the equipment, or the materials, insofar as the damage to third parties is caused by defects in the equipment, or the materials, of which BREEX is not the supplier. The Client waives all recourse against BREEX for any damage caused by the rented equipment to his property. The Client shall indemnify BREEX against all claims by third parties, including the claims of persons whose personal data have been recorded or are processed in the context of a register of personal data kept by the Client or for which the Client is otherwise responsible, for compensation for damage (partly) caused by or in connection with the equipment or the use of the equipment or its condition.

7.2 Under no circumstances shall BREEX be held liable for any loss of enjoyment, loss of profits and/or indirect damages, and under no circumstances shall BREEX be liable for any compensation in this regard. Under no circumstances shall BREEX be liable for damage to the hardware, software and data connected to the equipment. Nor shall it be liable for damage or costs resulting from misuse of the access or identification codes. In the event of non-conformity or defects in the equipment for which BREEX is liable to intervene, BREEX's liability and intervention shall be limited exclusively to repairing or, if necessary, replacing the defective or non-conforming equipment.

7.3 The Client may not claim any suspension or cancellation of the Rental, reduction of a Rental or suspension of payment thereof, or any compensation in the event of total or partial loss of enjoyment of the equipment, for any reason whatsoever, including third-party fault or force majeure. In the event of loss oftenfrom the Leased Equipment, whatever the cause, the Client shall compensate BREEX for all damages suffered by the latter.

7.4 In the case of multiple tenants, each individual tenant is jointly and severally liable for the performance of the Lease

Article 8 - Right of rescission and termination

8.1 The Rental Agreement may be terminated by right by BREEX by simple written notice to the Customer, without any judicial formality:

8.2

If the Customer is in suspension of payments, collective debt settlement, judicial reorganisation or bankruptcy,
in the event of the Customer's death,
In the event of a reduction or loss of the Guarantee,
in the event of an attachment or other forms of enforcement at the expense of the Customer,
If any damage, destruction or loss of the rented appliances is established,
If the Customer has provided incorrect information to BREEX and/or the Partner regarding his business or his financial situation which played a crucial role in the decision of BREEX and/or the Partner to enter into the relationship with the Customer,
In case of non-payment of invoices,
In the event of any default by the Customer under this Lease which is not remedied within a minimum period of 5 days after written notice to that effect.

8.3 If the Client should unilaterally terminate or break the Lease early and prior to the expiry of the contractual term or commit a contractual default, the Client shall owe BREEX at least liquidated damages as stipulated below. In all cases of premature termination, and without prejudice to BREEX's right to full compensation, the Client shall owe BREEX, in addition to the matured and unpaid sums, plus interest on arrears, compensation fixed at the value of the rental instalments still due, plus the residual value, plus EUR 150 + VAT handling fees and a 5% reinvestment fee, less the available balance from the sale of the equipment. The Customer expressly waives the benefit of Article 1231 of the Civil Code. This compensation does not cover the loss of value resulting from the damaged condition of the returned appliances. This loss of value must be compensated separately. Payments made by the Customer shall first be applied to the stipulated compensation and interest on arrears, then to the unpaid costs and finally to the principal sums. This settlement shall also be applied in the event of a total loss, determined and confirmed by an expert assessment.

Article 9 - End of the Agreement

9.1 The Customer is obliged to make the appliances available to BREEX at the end of the Rental Agreement, for whatever reason, in good and complete condition. Except for normal wear and tear, this condition shall be equivalent to the condition described in the Certificate of Delivery.

9.2 Return transport costs shall be borne by the Customer. These costs are determined on the basis of the table of transport costs per weight group in use at the time by BREEX. Unused consumables 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 Client refuses to make the appliances available to BREEX at the end of the Rental Agreement in accordance with article 9.1, a fixed compensation of EUR 100.00 per appliance per day, including part of a day, for each day that the appliance is not handed over, with a maximum of EUR 5,000.00 per appliance, will be imposed by law and without prior notice of default.

Article 10 - Property rights

10.1 For the entire duration of the Rental Agreement, the appliances, including all accessories, remain the property of BREEX or its entitled parties.

10.2 The Customer is prohibited from (sub)hiring out the appliances, ceding their use to third parties under any title, pledging, selling, alienating or otherwise encumbering them or ceding them to third parties in any other way. The Customer is not allowed to remove, cover, change (or cause to be changed) or damage the marks, numbers, names and/or other inscriptions affixed to the appliances, or to add others to them. Any necessary or desirable changes to the appliances may only be made by BREEX.

10.3 The Client must immediately inform anyone wishing to exercise any right on or in respect of the appliances that the appliances are the property of BREEX. The Client shall also immediately notify BREEX by registered letter, accompanied by all relevant documents, of (i) imminent enforcement measures, (ii) seizure or retention of all or part of the leased appliances, (iii) accident involving all or part of the leased appliances, (iv) requisitioning, theft or (v) damage to the leased appliances.

Article 11 - GDPR

11.1 BREEX respects the Customer's privacy and processes the Customer's personal data for customer or prospect management purposes in accordance with applicable regulations (in particular Regulation No. (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data). These processing operations are carried out on the basis of the Customer's consent and the agreements made. By signing this Rental Agreement, the Client accepts that BREEX may carry out solvency checks, as well as collect data concerning the Client as well as its representatives and other parties involved in the Client's activity. These data may be used by BREEX or its group to execute the Rental Agreement, to fulfil its legal obligations and to send information on products or services which may be of interest to the Client. These data may also be transferred to the Partner in the context of a transfer of the Rental. This collection will take place in accordance with the privacy policy of the BREEX concerned. The Customer has the right to be informed about his/her personal data processed by BREEX and/or BREEX and to ask for incorrect data to be rectified, for the data to be deleted and/or for the processing to be restricted, in each case to the extent provided for in the applicable regulations. The Client also has the right to object to processing and to request the transfer of personal data, again in accordance with applicable regulations. The Customer may exercise these rights by sending a written request to BREEX and/or BREEX, dated and signed, with a copy of both sides of the identity card attached. In the event of problems, the Client is entitled to lodge a complaint with the Belgian Data Protection Authority (Rue du Printing Press 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 12 - Applicable law and choice of forum

12.1 For any dispute regarding the Lease, its execution, interpretation and termination, only the Dutch-speaking courts of Dendermonde shall have jurisdiction. The Rental Agreement is governed by Belgian law.

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 delivered via e-mail in .pdf format, will have the same evidential value as an original paper copy with a handwritten signature.

ENG: De partijen komen overeen dat (i) elektronische handtekeningen die in aanmerking komen als geavanceerde of gekwalificeerde e-handtekening onder de eIDAS-verordening (Verordening (EU) nr. 910/2014) of (ii) scankopieën van naar behoren ondertekende pagina's met tegenhandtekeningen bij deze Overeenkomst die per e-mail in .pdf-formaat worden verzonden, dezelfde bewijskracht hebben als een origineel papieren document met natte inkt waarop een handmatig ondertekende handtekening staat.

GENERAL TERMS AND CONDITIONS

Article 1 - Object

Article 2 - Delivery and receipt

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

Article 3 - Mode of use and insurance

3.2 Insurance

A. Civil liability

B. Liability for loss and damage

C. Mortgaging

Article 4 - Force majeure

Article 5 - Price and payment

5.4 The Client may not invoke suspension, discount or set-off in relation to the Client's payment obligations to BREEX and expressly waives his rights under article 1184 of the Civil Code

5.5 Payment of the Rental shall be made by debit from the bank account specified by the Customer. The Customer undertakes to provide a SEPA mandate to BREEX, 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.

5.11 The Client must always inform BREEX by return of any changes in the address and billing details communicated when the Lease was signed.

Article 6 - Transfer of the Lease to a Partner

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

Article 7 - Liability and damages

7.4 In the case of multiple tenants, each individual tenant is jointly and severally liable for the performance of the Lease

Article 8 - Right of rescission and termination

8.1 The Rental Agreement may be terminated by right by BREEX by simple written notice to the Customer, without any judicial formality:

8.2

If the Customer is in suspension of payments, collective debt settlement, judicial reorganisation or bankruptcy,
in the event of the Customer's death,
In the event of a reduction or loss of the Guarantee,
in the event of an attachment or other forms of enforcement at the expense of the Customer,
If any damage, destruction or loss of the rented appliances is established,
If the Customer has provided incorrect information to BREEX and/or the Partner regarding his business or his financial situation which played a crucial role in the decision of BREEX and/or the Partner to enter into the relationship with the Customer,
In case of non-payment of invoices,
In the event of any default by the Customer under this Lease which is not remedied within a minimum period of 5 days after written notice to that effect.

Article 9 - End of the Agreement

Article 10 - Property rights

10.1 For the entire duration of the Rental Agreement, the appliances, including all accessories, remain the property of BREEX or its entitled parties.

Article 11 - GDPR

Article 12 - Applicable law and choice of forum

GENERAL TERMS AND CONDITIONS OF SALE

PART I: GENERAL

Article 1 - Object

1.1 These general terms and conditions ("General Terms And Condictions of Sale") form part of the Sales Agreement and are as well as applicable to any contractual relationship between the Parties.

1.2 These General Terms and Conditions of Sale can be consulted by the Customer at any time. The Customer may save these General Terms and Conditions of Sale on a durable data carrier and shall be informed of any change affecting the contractual relationship between the Parties by a means appropriate to distance communication.

1.3 The Sales Agreement comes into force upon signature of the agreement by the Client and BREEX, the signature also constituting acceptance of these terms and conditions, and it cancels and replaces all written or verbal contracts, proposals and undertakings relating to the same object which would have preceded the date of this Sales Agreement. The Sales Agreement excludes the application of the Customer's own potential general and/or other terms and conditions.

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, modalities and place of delivery. The Client, in its capacity as a professional, confirms and acknowledges that it has received from BREEX all the information necessary to contract in full knowledge of the facts. Under no circumstances may the Client invoke difficulties regarding the Hardware and/or Services, their use or performance and their unsuitability in relation to his needs.

Article 2 - Duration

This Sales Agreement enters into force on the date of the Customer's signature. If the Sales Agreement provides for the provision of Services in accordance with the Customer's choices in the Special Terms and Conditions, the Sales Agreement shall be valid for a period equal to the duration period set out in the Special Terms and Conditions, unless the Sales Agreement is terminated earlier in accordance with articles 7 or 8 of the Contractual Terms and Conditions of Sale.

Article 3 - Obligation to cooperate

3.1 Before the scheduled delivery, the Customer shall provide BREEX with all useful and necessary information regarding the delivery and ensure that, where appropriate, the equipment, systems and premises intended for this purpose are equipped with the necessary installations and connections. If, failing this, the delivery cannot take place at the agreed time, the associated 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 Client or a third party or external BREEX suppliers or partners shall not be the responsibility of BREEX. In this case, the Client waives its right to cancel.

3.3 The parties recognise and accept that the success of the work in the field of information and communication technology depends on the correct and timely cooperation between them. Should the Customer fail to cooperate, BREEX shall be entitled, after prior registered notice, to suspend its Services and/or invoice an additional administrative charge of EUR 175.00 per month and/or dissolve the Sales Agreement to the detriment of the Customer in the absence of remedy within fifteen (15) days.

3.4 The Customer acknowledges and accepts that a lack of cooperation, as stipulated in article 3.3 of these Contractual Terms of Sale, may have consequences towards the delivery and/or use of the Hardware/Services, in which case there is an express waiver by the Customer to hold BREEX liable for late or defective delivery, damage to the Hardware/Services or data of the Customer and the unavailability of the Hardware/Services.

3.5 BREEX shall provide the Services within the limits of the Sales Agreement and on the basis of the information provided by the Customer. The Client guarantees the completeness and accuracy of information provided by it, and other data that are relevant and certainly those that are crucial to enable BREEX to fulfil its obligations. The Client shall indemnify BREEX against any damage which may be caused by incorrect, late or incomplete information and data.

3.6 The Client shall always bear responsibility for its existing infrastructure (for example, but not exhaustively: hardware, software, servers, website, databases, control and beveibrf "ligation procedures, system management, etc.) and its proper functionality, availability and security.

3.7 The Client undertakes to inform BREEX if his mail accounts are connected via Office365, Google Workspaces or other third-party cloud-based productivity software, in which case the Client agrees to the acquisition and additional billing (at purchase price) of these accounts in a separate agreement concluded for this purpose between BREEX and the Client. In addition, the Customer shall be responsible for the smooth transfer and contact with the previous provider if deemed necessary.

Article 4 - Use

4.1 The Client is obliged to use the Hardware for his own account. The transfer, resale, hiring out, lending or making available in any way whatsoever of the Hardware to third parties without the prior written consent of BREEX is not permitted until payment in full of the principal sum and incidentals and constitutes a very serious breach of this Sale Agreement. BREEX shall not be under any obligation to approve any transfer, resale, rental, lending or making available in any way, nor shall it be required to justify its decision in this regard.

4.2 The Services are not transferable in any way to third parties without the prior written consent of BREEX. BREEX shall have no obligation to approve such transfer, nor shall it be required to justify its decision in this regard.

Article 5 - Hidden faults

Hidden defects must be reported in writing to BREEX at the latest within 24 hours of their identification and discovery, but at the latest within twelve (12) months of delivery. In the absence of timely and written observations in accordance with the above, the Hardware and/or Services delivered shall be deemed to have been delivered in accordance with the rules of the art, in conformity and without defects and shall be deemed to have been thus accepted by the Customer. Under no circumstances shall BREEX be bound to intervene or be liable in any way for any non-conformity or defects caused by the Customer himself or resulting from injudicious use by the Customer, intervention by any third party or non-compliance with the terms and conditions of this Sale Agreement.

Article 6 - Back-up

Except in cases where backup services are provided for in the Special Terms and Conditions, the Customer is responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programmes at any time regardless of the cause of the loss or modification. The Customer is obliged to have the necessary backups of his computer programmes, files and data on a daily basis. Under no circumstances shall BREEX be held liable for any damage, destruction or loss of data or documents resulting from the absence of the aforementioned backup.

Article 7 - Invoicing

7.1 BREEX may, at its discretion, grant the Customer a discount and/or commercial allowance which will be deducted from the amount invoiced by BREEX to the Customer under this Sale Agreement, without the Customer being able to claim any such discount and/or commercial allowance from BREEX. Any discount and/or commercial concession granted shall be inherently linked to and dependent on the Customer's full execution of the Sales Agreement. Any late payment or contractual default on the part of the Client and dissolution or annulment of the Sale Agreement shall entail that any discount and/or commercial concession granted both in the past and in the future shall lapse and, where applicable, must be repaid to BREEX in full, plus interest in accordance with Article 5.3 of the Contractual Terms of Sale.

7.2 Even if a payment in instalments or a payment period is granted to a Client pursuant to the Special Terms and Conditions, the non-payment of a single invoice on the due date shall make all unpaid invoices payable ipso jure and without prior notice.

7.3 Any complaint concerning the format 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 Client.

7.4 The Client must always inform BREEX immediately of any changes in the address and billing details provided when the Sale Agreement was signed, as well as of any change in the Client's legal or financial situation, in which case BREEX may cancel current orders, refuse orders, demand guarantees or change the terms and conditions and terms of payment.

7.5 In the event of non-compliance by the Client with any of his contractual obligations, including the timely payment of invoices, the BREEX reserves the right to take any measure, including the suspension of current deliveries, orders and the execution of Sale Agreement.

7.6 BREEX may at any time - even following the bankruptcy of the Client or the concurrence of the Client's creditors or following the request for or the admission of the Client to the benefit of a judicial reorganisation - offset any existing or future debt on any account against any sum due to the Client on any account.

7. 7 Subject to special legal provisions and as security for the repayment of all sums which the Client may owe to BREEX, on account of all present and/or future claims, whatever their nature, the Client shall pledge in favour of BREEX all current and future claims on third parties, on whatever grounds such as trade claims and other claims on customers, fees from services and supplies, claims from proceeds of movable or immovable equipment, claims in damages, pensions, insurance benefits, social security benefits or claims against the government under tax regulations. The Customer undertakes, at BREEX's simple request, to provide all information and documents relating to these claims.

Article 8 - Privacy

BREEX respects the Customer's privacy and processes the Customer's personal data for customer or prospect management purposes in accordance with applicable regulations (in particular Regulation No. (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 Client accepts that BREEX may carry out solvency checks, as well as collect data concerning the Client as well as its representatives and other parties involved in the Client's activity. These data may be used by BREEX or its group to execute the sales agreement, to fulfil their legal obligations and to send information regarding products or services which may be of interest to the Client. The Client has the right to be informed of the personal data relating to him that BREEX processes, and to ask for incorrect data to be rectified, for data to be deleted and/or for the restriction of processing to the extent provided for by applicable regulations. The Client also has the right to object to processing and to request the transfer of personal data, again in accordance with applicable regulations. The Customer may exercise these rights by sending a written request to BREEX, dated and signed, with a copy of both sides of the identity card attached. In case of problems, the Client is entitled to lodge a complaint with the Belgian Data Protection Authority (Rue du Printing Press 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

Article 9 - Force majeure and imprecision

9.1 Any event which constitutes an insurmountable obstacle to the normal execution of the Sales Agreement or seriously hinders or complicates it shall be considered as a case of force majeure on the part of BREEX, such as, inter alia (but not exhaustively): strike, government measures, (temporary) closure of the company, transport difficulties, fait du prince, delay or impossibility of supply and damage to - or defects in - BREEX operating assets essential to the order, delay or impossibility of supply on the part of BREEX suppliers and cybercrime. In the event of force majeure, BREEX shall be entitled either to suspend the execution of the Sales Agreement for a maximum period of three months, or to dissolve all or part of the Sales Agreement, without being liable for any compensation.

9.2 In the event of a fundamental change in circumstances and/or conditions which are not attributable to BREEX and as a result of which its contractual obligations towards the Customer are unreasonably aggravated, the Parties undertake to renegotiate the terms and conditions of the Sales Agreement in order to arrive jointly at a fair solution for the continuation of the Sales Agreement. The aim is to achieve a similar balance between the Parties' contractual obligations as the balance that existed when the Sales Agreement was concluded.

In case the Parties should not agree on whether fundamental changes to the circumstances and/or conditions, as referred to in the previous paragraph, have indeed occurred, both Parties shall appoint an expert who, possibly assisted by a third party, shall verify whether or not such conditions or changes have occurred.

9.3 In the absence of a positive response from the Client to renegotiation within one month of BREEX having requested this by registered letter, BREEX shall be entitled to terminate the Sales Agreement by registered letter, subject to three (3) months' notice, without being liable for any compensation.

Article 10 - Suspension

10.1 If the Client fails to meet his contractual obligations, BREEX may, following a registered letter of formal notice and the Client's failure to remedy the situation within fifteen (15) days, suspend, block, limit, cancel or cancel the Client's right to the continued execution of the Sales Agreement, without BREEX being held liable. The Client acknowledges and accepts all the consequences and damages resulting from the suspension.

10.2 Before suspending its commitments, BREEX shall notify the Customer by registered letter and allow a period of fifteen (15) days to rectify the contractual default.

10.3 At the end of the suspension, the Client shall be required to pay to the BREEX a reactivation fee for the Services in the amount of EUR 250.00 excluding VAT. The execution of the Sale Agreement shall not be resumed until this fee is paid by the Client into the BREEX account.

10.4 BREEX also reserves the right to terminate the Sales contract at the Client's expense.

PART II: HARDWARE

Article 11 - Delivery of Hardware

The Hardware will be delivered directly by BREEX and taken delivery of by the Customer at the location indicated, where appropriate after payment of the deposit provided for in Article 5.1 of the Contractual Terms of Sale. Delivery and installation shall take place at the expense and risk of the Customer.

Article 12 - Reservation of title

12.1 BREEX retains full ownership of the Hardware sold until full payment of the principal sum and incidentals. Any Hardware delivered shall remain the full property of BREEX and shall be considered as given on consignment until full payment by the Customer. However, the Buyer shall bear the risk of damage suffered or caused by the Hardware for whatever reason. Until full payment has been made, the Customer may not in any way dispose of the Hardware without the prior agreement of BREEX. The Customer undertakes to inform BREEX immediately by e-mail, confirmed by registered letter, of any seizure, pledge, security or similar figure which a third party may place or request on the Hardware supplied. Failure to pay on any due date may result in the Hardware being requisitioned by BREEX at the expense of the Customer. In the event that the Customer resells unpaid Hardware, the Sales Agreement shall be legally terminated at the charge of the Customer and BREEX shall be entitled to compensation in accordance with Article 8 of the Contractual Sales Conditions.

12.2 If the Client refuses to make the Hardware available to BREEX in accordance with article 12.1 above, a fixed indemnity of 100.00 EUR per appliance for each started day that the appliance is not handed over at the BREEX registered office shall be imposed ipso jure and without prior notice.

Article 13 - Guarantee

The warranty on the Hardware sold shall be that given by the producer(s) or manufacturer(s) of the Hardware, to the exclusion of any other warranty. The Customer shall only be entitled to a warranty intervention if he has the proof of purchase of the Hardware and if this warranty given to BREEX by the producer or manufacturer for the Hardware is still in force.

Article 14 - Return and repairs

The Hardware supplied will not be taken back or exchanged. Repossessions will only be possible exceptionally with the prior written consent of BREEX and will relate exclusively to Hardware in new condition and in perfect condition. It will be subject to a minimum deduction of 20%. Hardware repairs will only be carried out if the Customer has signed and complies with a legally valid Maintenance Agreement.

Article 15 - Intellectual property

All graphic elements, brands, drawings, models, logos and the like, which appear on the Hardware, in manuals and in user guides, are the exclusive property of the producers, manufacturers or of BREEX. They are not transferred and are not eligible for use, exploitation, display, reproduction or adaptation by the Customer or any other third party.

PART III: SERVICES

Article 16 - Delivery of the Website and/or Applications

16.1 The development of the Website and/or Applications shall not be started until the required information and documentation have been supplied to BREEX by the Client. 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 the rules of the art, or communicate his comments in writing. In the absence of comments within the aforementioned period, the relevant design of the Website and/or Applications shall be deemed to have been accepted.

16.2 In the event of non-acceptance in accordance with clause 16.1 above, BREEX shall have a reasonable period of at least fourteen (14) working days in which to make the necessary adjustments or provide a reasoned explanation as to why the reason for non-acceptance cited by the Client does not apply. After making the adjustments, the Customer shall review the adjusted design within seven (7) days after which, except if it would be manifestly unreasonable, the Website and Applications shall be deemed delivered.

16.3 The development of the Website and/or Application involves a package chosen by the Customer as described in the Special Terms and Conditions. The development of the Website and/or Application is preferably carried out remotely. Any travel by BREEX to the Customer shall be on a time-and-expense basis (including travel time) and shall be charged at the rates currently in force at BREEX.

Article 17 - Supply of Licensed Software

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

Article 18 - Intellectual Property

18.1 On delivery of the Services in accordance with Articles 16 and 17 of these Contractual Terms of Sale, the Customer shall be granted, by means of an agreement concluded between the Parties separately for this purpose, where appropriate the Maintenance Agreement, a limited, non-exclusive, non-transferable and non-sublicensable worldwide right of use with respect to the Services, from the moment of payment in full of all invoices, as well as all other amounts owed by the Customer to BREEX.

18.2 BREEX, its licensor(s) or external partner(s) shall retain all intellectual property rights relating to delivered Services, unless otherwise agreed in writing between the parties.

18.3 The delivery of the Services may not be regarded as a transfer of any intellectual property rights on the part of BREEX to the Client, unless agreed otherwise.

Article 19 - Portfolio and references

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

19.2 The Client agrees that BREEX may add a link on the supplied Website and/or Application, for example: "Design by BREEX".

Article 20 - Registration of domain names

20.1. The registration of domain names at the request of the Client shall take place at the Client's expense, in the Client's name, on the Client's own responsibility and in accordance with the general terms and conditions of domain name registration available on the registry managing these domain names. The Client is aware of and accepts these general terms and conditions. BREEX shall in no way be held liable for the registration of domain names whose registration is deemed to be in bad faith or unlawful, the registration of incorrect domain names or domain names which may infringe the rights of third parties, data loss, the unavailability of the domain name, etc. The Client shall in each case indemnify BREEX against any claims by third parties arising from the registration of the domain name concerned.

20.2. The Client hereby authorises BREEX at all times to take all necessary administrative, factual and legal initiatives in the name and on behalf of the Client to carry out the transfers of domain names on behalf of the Client.

Article 21 - SEO

21.1 If the Client has also subscribed to SEO Services in the Special Terms and Conditions, BREEX shall, in accordance with current customs, make the necessary adjustments to the Website linked to the domain name in order to have it rank as highly as possible in the most popular search engines. These Services constitute a best-efforts obligation and may in no way involve the liability of BREEX as regards the effective ranking of references to the Website in the search results of the most popular search engines.

21.2 In addition, the Client acknowledges that it has a duty of information, from which it is obliged to supply the keywords necessary for the SEO or, if BREEX proposes keywords, to approve or reject them.

Article 22 - Indemnification

22.1 The Client acknowledges at all times to be the owner or to have the transferable right of use of the intellectual property rights attached to the documentation and information, in the widest sense of the term, which he hands over to BREEX with a view to performing the Services. The Client authorises BREEX to use this documentation and information and, if applicable, to apply the SEO, with a view to performing the Services. The Client confirms to assist and indemnify BREEX against any claims by third parties and/or public bodies for infringement of intellectual property rights or laws pursuant to the data, images, information, photographs, etc. posted on the Services.

The Customer's obligation to provide assistance implies that the Customer shall intervene at the first request in any amicable or judicial procedure and shall also bear the costs (non-exhaustive: costs of experts, counsel, court costs, administrative costs) incurred by BREEX in these proceedings, without prejudice to BREEX's right to full compensation for damages suffered by it on behalf of the Customer.

22.2 If the Client is confronted with claims by third parties regarding the Services of BREEX, its licensor(s) or external partner(s), the Client must inform BREEX of the alleged infringement by registered letter within five (5) days.

Failing this, or where legal proceedings have already been initiated or the Client has itself taken a position with regard to the third party, the Client expressly waives this right to be held harmless by BREEX. Any increase in damages due to the late communication and/or the Client's own response to the claims of third parties, at the expense of BREEX, shall be payable by the Client.

BREEX's indemnity obligation towards the Client is an indemnity for damages, interest, fines and costs, in accordance with the provisions of articles 6.2 and 6.6 of the Contractual Terms of Sale.

CONTRACTUAL MAINTENANCE CONDITIONS

Article 1 - Definitions

For the interpretation of the Maintenance Agreement, the following definitions shall apply:

Contractual Maintenance Conditions: these contractual conditions that form part of the Maintenance Agreement;
General Maintenance Conditions: the Breex Terms and Conditions that form part of the Maintenance Agreement between the Parties and are available for consultation by the Customer at any time at the URL https://breex.be/voorwaarden. The Customer confirms having taken cognisance of and agreeing to these Conditions prior to the conclusion of the agreements;
Maintenance Agreement: the maintenance agreement, including the Special Conditions, the Contractual Maintenance Conditions, the General Maintenance Conditions and the invoice conditions;
Special Conditions: the choices/options, if any, indicated by the Customer on the first two pages of the Maintenance Agreement;
Processor Agreement: the Processor Agreement can be consulted at any time at the URL https://breex.be/voorwaarden. The Customer confirms to have taken cognisance of this Processors' Agreement prior to the conclusion of the Maintenance Agreement, agrees to it and confirms its data processing instructions;
Services: The services to be provided by BREEX to the Customer, as defined in the Special Conditions. These services shall always be governed by the Maintenance Agreement;
Hardware: the hardware as defined in the Special Conditions for which BREEX is obliged to intervene under the Maintenance Agreement.
Licensed Software: the software purchased by the Client, in accordance with the Special Terms and Conditions, and offered by BREEX, its partners and/or its licensor(s) for the online administration and management of businesses (e.g. bookkeeping support, preparation and storage of offers and invoices, CRM, etc.);
Website: the website purchased by the Customer from BREEX under a separate agreement, for which BREEX provides maintenance under the Maintenance Agreement and grants the Customer a right of use;
Applications: the web applications purchased by the Client from BREEX in accordance with the Special Conditions, for which BREEX provides maintenance under the Maintenance Agreement and grants the Client a right of use;
Business Hours: Monday to Friday between 08.00 - 17.30, excluding legal holidays;
User(s): The person(s) authorised by the Customer to use the Licence Software, Website and/or Applications by means of a user name and password.

Article 2 - Object and order of priority of provisions

2.1 The Maintenance Agreement is concluded between, on the one hand, NV BREEX EUROPE ("BREEX"), with registered office at 9000 GENT, Moutstraat 54, with company number 0537.365.350 and, on the other hand, the Customer.

2.2 The provisions of the Maintenance Agreement are fully applicable to the contractual relationship between the Parties as defined below.

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

The Special Terms and Conditions;
The Contractual Maintenance Terms;
The Processor Agreement;
The General Maintenance Terms and Conditions;
The Invoice Terms and Conditions.

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

2.4 In the event of any conflict between, or inconsistency between, the Maintenance Agreement documents, the following hierarchy shall apply in descending prioprity order:

The Special Conditions;
The Contractual Maintenance Conditions;
The Processor Agreement;
The General Maintenance Conditions;
The Invoice Terms and Conditions.

In the event of conflict, the provisions set out in the document with the highest hierarchy shall prevail, unless expressly agreed in writing by BREEX.

2.5 The Services provided by BREEX under the Maintenance Agreement qualify as resource commitments.

Article 3 - Duration

3.1 The Maintenance Agreement shall be for a fixed term as specified in the Special Conditions of the Maintenance Agreement and shall commence from the signing of the Maintenance Agreement. In the absence of timely termination, the Maintenance Contract will be tacitly renewed on the same terms as stipulated in the Maintenance Contract, unless otherwise specified in writing.

3.2 The termination modalities are set out per purchased Service in Part II and Part III of the Maintenance Contract, if applicable.

Article 4 - Price and payment

4.1 Unless otherwise stipulated, BREEX prices are net prices excluding VAT, without discount. All taxes and costs, by whatever name, which may be levied now or at any time on the amounts payable by the Client, shall be borne by the Client.

4.2 BREEX invoices are payable at all times at its registered office, even if the Client has a fixed and due claim on BREEX. Any suspension, discount, set-off or compensation with regard to the Client's payment obligations to BREEX is excluded, unless specifically agreed in writing. The Client also undertakes not to withhold invoices or balances of invoices which have not been seriously disputed, and expressly waives his rights under article 5.98 of the Civil Code.

4.3 Even if a payment in instalments or a payment period is granted to a Customer pursuant to the special written agreement, the non-payment of a single invoice on the due date will make all unpaid invoices due and payable ipso jure and without prior notice.

4.4 In the event of non-payment of invoices on the due date, the amounts due will be increased, ipso jure and without prior notice, by a fixed and irreducible compensation set at 12.5% of all outstanding amounts, with a minimum of EUR 65. In addition, unpaid invoices shall, ipso jure and without prior formal notice, incur interest on arrears as provided for in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. An additional reminder fee of EUR 15.00 will be charged per reminder sent in addition to the costs for registered mail.

4.5 With each billing, the established fee as described in the present terms and conditions will be revised according to the formula: PN = PO (0.8 SN/SO + 0.2) where:

PN = Adjusted Fee
PO = Compensation at inception
SO = Salaries + social security contributions (labour cost) on which the allowance is based
SN = Salaries + social charges (labour cost) valid at the time of revision

4.6 The revisions in accordance with the aforementioned formula are made on the basis of the DIGITAL reference wage costs published monthly by Agoria and available for consultation at: www.agoria.be/nl/aanbod/data-studie/referteloonkost.

Article 5 - Liability

5.1 Under no circumstances shall BREEX be held liable for any loss of enjoyment, loss of profits and/or indirect damages, and under no circumstances shall BREEX be held liable for compensation in this regard. Nor shall BREEX be liable for damages or costs resulting from misuse of access or identification codes.

5.2 In the event of non-conformity or defects in the Hardware, and/or defective Services, the Client must report any complaints to BREEX in writing no later than 8 days after the defect or non-conformity or the defective Services should have been discovered, failing which the Client shall not be able to exercise any right or recourse in this regard. The BREEX's liability for damages resulting from a non-conformity or defective hardware, and/or defective Services shall be limited to the BREEX's obligation to one or more of the following options, at its discretion:

crediting the relevant (partial) invoices relating to (the relevant part of) the non-conforming or defective Hardware, and/or defective Services;
redelivering (the relevant part of) the non-conforming or defective hardware and/or defective Services at no additional cost;
repairing or replacing (the relevant part of) the non-conforming or defective hardware and/or defective Services at no additional cost;
paying compensation equal to the total invoice amount paid by the Customer for the provision of (the relevant part of) the non-conforming or defective hardware and/or defective Services.

5.3 The liability of BREEX to the Customer for damages resulting from non-conforming Hardware, for which BREEX is liable to intervene, and/or defective Services shall in any case be limited to an amount equal to one-third of the net amount invoiced and received by BREEX to the Customer during the 3 months preceding the event causing the damage.

5.4 Without prejudice to the provisions of article 5.3 of the Contractual Maintenance Conditions, BREEX's liability shall in any case be limited to the items and amounts for which BREEX is insured. For direct damages, BREEX's liability shall be limited to what it is insured for, in particular a maximum of EUR 100,000.00 for material damages and EUR 20,000.00 for bodily damages. Under no circumstances shall BREEX be liable for damage to the appliances, software and data attached to the Hardware.

5.5 By delivering and signing the delivery note or putting the Hardware, Licence Software, Website and/or Applications into use, the Client has accepted the Hardware, Licence Software, Website and/or Applications in full. The Customer cannot invoke visible defects or contractual non-conformity from that moment onwards.

Article 6 - Early termination

6.1 If the Customer unilaterally terminates or breaks the Maintenance Agreement prematurely and prior to the expiry of the contractual term or commits a contractual breach, the Customer shall be liable to pay BREEX at least liquidated damages as stipulated in article 9 and article 20 of the General Maintenance Conditions.

6.2 The Customer accepts that in the event of termination of the Maintenance Agreement, the performance of the Services as well as the rights of use granted shall be discontinued and undertakes to return to BREEX the Hardware supplied under the Maintenance Agreement within 10 days from the date of termination, failing which the Customer shall be liable to pay compensation of 950.00 EUR and additional compensation of 150.00 EUR for each day that the Customer fails to do so.

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

Article 7 - Termination

7.1 The Maintenance Agreement may be legally terminated by BREEX by simple written notification to the Customer, without any judicial formality:

If the Customer is in suspension of payments, collective debt settlement, judicial reorganisation or bankruptcy,

In the event of an attachment or other forms of forced execution at the Customer's expense,
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 default by the Customer under the Maintenance Contract which is not remedied within a maximum period of 15 days following a written notice of default to that effect.

7.2 In the event that the Maintenance Agreement is dissolved at the Customer's expense, all BREEX's claims on the Customer shall become due and payable, and BREEX shall be entitled to compensation assessed in accordance with articles 10 and 21 of the General Maintenance Conditions, without prejudice to BREEX's right to demand compensation for actual damages.

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

7.4 The Customer accepts that, in the event of dissolution of the Maintenance Agreement, the performance of the Services as well as the rights of use granted shall be discontinued and undertakes to return to BREEX the Hardware supplied under the Maintenance Agreement within 10 days of its termination, failing which the Customer shall be liable to pay compensation of EUR 950.00 and additional compensation of EUR 150.00 for each day that the Customer fails to do so.

Article 8 - General provisions

8.1 The mere fact that BREEX does not insist on or enforce strict compliance with any provision of the Maintenance Agreement may not be interpreted as a waiver or relinquishment of rights, unless confirmed in writing.

8.2 If one or more provisions of the Maintenance Agreement are declared void or unenforceable, the Parties shall replace such provisions with a valid and enforceable provision that will, to the extent possible, achieve the economic, business or other purpose of the said void or unenforceable provision and the remaining provisions of the Maintenance Agreement shall remain in force.

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

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 Conditions shall have continuing validity.

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 Agreement delivered via e-mail in .pdf format, will have the same evidential value as an original paper copy with a handwritten signature.

Article 9 - Applicable law and choice of forum

The courts of the district in which BREEX has its registered office shall have exclusive jurisdiction in any dispute relating to the Maintenance Agreement, its execution, interpretation and termination. The Maintenance Agreement shall be governed by Belgian law.

GENERAL TERMS AND CONDITIONS OF SALE

PART I: GENERAL

Article 1 - Object

1.1 These general terms and conditions ("General Terms And Condictions of Sale") form part of the Sales Agreement and are as well as applicable to any contractual relationship between the Parties.

Article 2 - Duration

Article 3 - Obligation to cooperate

Article 4 - Use

Article 5 - Hidden faults

Article 6 - Back-up

Except in cases where backup services are provided for in the Special Terms and Conditions, the Customer is responsible for setting up procedures that allow it to reconstruct lost or modified files, data or programmes at any time regardless of the cause of the loss or modification. The Customer is obliged to have the necessary backups of his computer programmes, files and data on a daily basis. Under no circumstances shall BREEX be held liable for any damage, destruction or loss of data or documents resulting from the absence of the aforementioned backup.

Article 7 - Invoicing

Article 8 - Privacy

Article 9 - Force majeure and imprecision

Article 10 - Suspension

10.2 Before suspending its commitments, BREEX shall notify the Customer by registered letter and allow a period of fifteen (15) days to rectify the contractual default.

10.4 BREEX also reserves the right to terminate the Sales contract at the Client's expense.

PART II: HARDWARE

Article 11 - Delivery of Hardware

Article 12 - Reservation of title

Article 13 - Guarantee

Article 14 - Return and repairs

Article 15 - Intellectual property

PART III: SERVICES

Article 16 - Delivery of the Website and/or Applications

Article 17 - Supply of Licensed Software

Article 18 - Intellectual Property

18.2 BREEX, its licensor(s) or external partner(s) shall retain all intellectual property rights relating to delivered Services, unless otherwise agreed in writing between the parties.

18.3 The delivery of the Services may not be regarded as a transfer of any intellectual property rights on the part of BREEX to the Client, unless agreed otherwise.

Article 19 - Portfolio and references

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

19.2 The Client agrees that BREEX may add a link on the supplied Website and/or Application, for example: "Design by BREEX".

Article 20 - Registration of domain names

Article 21 - SEO

Article 22 - Indemnification

BREEX's indemnity obligation towards the Client is an indemnity for damages, 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

Article 1 - Definitions

For the interpretation of the Sales Agreement, the following definitions shall apply.

Contractual Terms and Conditions of Sale: the present contractual terms and conditions which form part of the Sales Agreement;
General Conditions for Sale: the BREEX conditions which form part of the Sales Agreement between the Parties and which can be consulted at any time by the Client at the URL https://breex.be/voorwaarden. The Client confirms having read and accepted these conditions prior to the conclusion of the agreements;
Sales Agreement: the Sales Agreement, including the Special Terms and Conditions, the Contractual Terms and Conditions of Sale, the General Terms and Conditions of Sale, the Processing Agreement and the invoice terms, which form an integral part of it;
Special Conditions: the choices or options, if any, indicated by the Customer on the first two pages of the Sales Agreement;
Processor Agreement: the Processor Agreement can be consulted at any time at the URL https://breex.be/voorwaarden. The Customer confirms having taken cognisance of this Processor Agreement prior to the conclusion of the Sales Agreement, agreeing to it and confirming its instructions for data processing;
Maintenance Agreement: The agreement which the Customer may conclude with BREEX regarding the provision of maintenance services on the Hardware and/or Services provided to the Customer by BREEX under this Sale Agreement;
Services: The services, i.e. services relating to the start-up, installation, configuration, data migration and delivery of the Website, Applications and Licensing Software, to be provided by BREEX to the Client, as defined in the Special Conditions;

Website: the website(s) to be developed by BREEX in accordance with the Special Terms and Conditions, for which a right of use is granted to the Client under a separate agreement concluded between the parties, where appropriate the Maintenance Agreement;
Applications: the web application(s) to be developed by BREEX and/or its suppliers or BREEX's partners in accordance with the Special Terms and Conditions and/or the web application(s) already developed for which a right of use is granted to the Client under an agreement concluded separately between the parties, where appropriate the Maintenance Agreement;
Licensed software: the licences to be supplied to the Client by BREEX in accordance with the Special Conditions, from BREEX suppliers or partners, for which a right of use is granted to the Client under an agreement concluded separately between the parties;

Hardware: the movable goods supplied by BREEX to the Client as defined in the Special Conditions;

Article 2 - Object and order of precedence of provisions

2.1 The Sale Agreement is concluded between, on the one hand, NV BREEX EUROPE ("BREEX"), with registered office at 9000 GENT, Moutstraat 54, with company number 0537.365.350, and, on the other hand, the Client.

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 Processing Agreement;
The General Terms and Conditions of Sale;
The Invoice Terms and Conditions.

The above documents should be read together and are the only ones applicable to the contractual relationship between BREEX and the Client.

2.4 In the event of conflict between, or inconsistency between, the documents of the Sales Agreement, the following hierarchy shall apply in descending prioprity order:

The Special Conditions;
Contractual Terms of Sale;
The Processing Agreement;
The General Terms and Conditions of Sale;
The Invoice Terms.

In the event of conflict, the provisions set out in the document with the highest hierarchy shall prevail, unless expressly agreed in writing by BREEX.

2.5 The Customer may save the Processing Agreement and the Conditions of Sale on a durable data carrier and shall be informed of any change affecting the contractual relationship between the Parties, by any means appropriate to distance communication.

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

Article 3 - Delivery

3.1 Stated delivery times are purely indicative and constitute an obligation of means on the part of BREEX. Partial deliveries are permitted, it follows that the Client is not entitled to refuse partial deliveries. Acceptance of the Hardware and Services by the Client implies acceptance of the delivery period, even if the indicative delivery period has been exceeded.

3.2 However, in the event of an abnormal delay in delivery, the Customer shall be entitled 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 BREEX has been notified of this by the Customer by registered letter. The Client expressly waives any other possible remedy, in particular the award of any compensation.

3.3 By delivery and signing of the delivery note, the Customer acknowledges having received all necessary documents, manual and equipment and the Customer has fully accepted the Hardware and/or Services and the training provided. The Customer acknowledges that this training was complete and from that moment on, the Customer cannot invoke any visible defects or contractual non-conformity of the Hardware and Services.

Article 4 - Execution

4.1 BREEX undertakes to perform the Services on behalf of the Customer.

4.2 BREEX's Services involve an obligation of means.

Article 5 - Price and payment

5.1 Unless stated otherwise, BREEX prices are net prices excluding VAT, without discount. BREEX is entitled (but not obliged) to ask for an advance payment. In the absence of a specific written agreement to the contrary, all BREEX invoices are payable without discount at its registered office, no later than the due date of the invoice. The invoice shall only be considered as paid when the funds have been credited to the BREEX bank account. All taxes and costs, however named, which may be levied now or at any time on the amounts payable by the Client, shall be borne by the Client.

5.2 BREEX invoices are payable at all times at its registered office and must always be paid by the Client, even if the Client has a claim on BREEX which is certain and due. Any suspension, discount, offsetting or compensation with regard to the Client's payment obligations to BREEX is excluded, except by special written agreement. The Client also undertakes not to withhold invoices or balances of invoices which have not been seriously disputed. Payments shall be imputed to the oldest outstanding debt and this in accordance with Article 5.210 of the Civil Code, even if the Client specifies a different payment reference.

5.3 In the event of non-payment of invoices on the due date, the amounts due shall be increased ipso jure and without prior notice of default by a fixed and irreducible compensation set at 12.5% of all outstanding amounts, with a minimum of EUR 65. In addition, unpaid invoices shall, ipso jure and without prior formal notice, incur interest on arrears as provided for in Article 5 of the Act of 2 August 2002 on combating late payment in commercial transactions. A reminder fee of EUR 15.00 plus the cost of registered mail shall be charged per reminder sent.

5.4 With each invoicing, the established fee as described in the Sales Agreement will be revised according to the formula: PN = PO (0.8 SN/SO + 0.2) where:

PN = Adjusted Fee
PO = Compensation at inception
SO = Salaries + social charges (labour cost) on which the remuneration is based
SN = Salaries + social charges (labour cost) valid at the time of revision

5.5 The revisions in accordance with the aforementioned formula are made on the basis of the DIGITAL reference wage costs published monthly by Agoria and available for consultation 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 carried out by the Customer or a third party. Any repairs which may have to be carried out by BREEX will be charged at BREEX's current rates and in this case the Client will lose his right to the guarantee as laid down in article 13 of the General Terms and Conditions of Sale.

6.2 The liability of BREEX for any loss of enjoyment, loss of profits and/or indirect damages is in any case excluded, and under no circumstances shall BREEX be liable for any compensation in this regard.

6.3 Under no circumstances shall BREEX be liable for damage to the hardware, software, data and data (as well as personal data) associated with the Hardware and/or Services. Nor shall it be liable for damage or costs resulting from a minor error by BREEX which does not constitute an essential commitment, nor from any misuse of access or identification codes.

6.4 The BREEX's liability for damages resulting from a non-conformity or defect of the Hardware and/or Services in accordance with article 3.3 of these Contractual Terms of Sale and article 5 of the General Terms of Sale shall be limited to the BREEX's obligation to one or more of the following options, at the BREEX's discretion:

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

6.5 The advice provided by BREEX is without commitment and does not entail any liability. The Customer may not claim any suspension or annulment of the Sales Agreement, reduction of the price or suspension of payment thereof, or any compensation in the event of total or partial loss of enjoyment, for any reason whatsoever, including third-party fault or force majeure.

6.6 Without prejudice to the provisions of articles 6.1 to 6.5 of these Contractual Sales Conditions, BREEX's liability and intervention shall be limited to one third of the price paid by the Customer for the Hardware sold respectively. BREEX's liability as regards non-compliant performance of the Services shall be limited to one third of the Services performed and paid for by the Customer.

6.7 In any event, the liability of BREEX shall be limited to the amount for which BREEX is insured, up to a maximum of 30% of the initial price as agreed between the Parties. The Client shall then waive the excess of damages suffered and proven.

6.8 In the event that the Client constitutes several parties under the Sales Agreement, these parties shall be jointly and severally liable towards BREEX for the execution of the Sales Agreement.

Article 7 - Cancellation

7.1 The Client has the right to cancel the Sales Agreement prior to the first (partial) delivery of the Hardware and/or Services specified in the Special Conditions, in which case the Client shall be liable to BREEX, without prejudice to BREEX's right to the sums due and unpaid plus interest on arrears, for a minimum fixed compensation for cancellation equal to 60% of the price specified in the Special Conditions, without prejudice to BREEX's right to claim a higher compensation, and with a minimum of 2,500 EUR.

In the event that the Client wishes to cancel the Sales Agreement within the period of five (5) working days preceding the first delivery date communicated to the Client, the percentage stated above shall be increased to 100% of the price stipulated in the Special Conditions.

7.2 The Customer acknowledges and accepts that if he cancels the Sales Agreement, the Maintenance Agreement attached to the Sales Agreement will lapse insofar as it is completely and integrally dependent on the Hardware or Services delivered 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 - Cancellation

8.1 The Sales Agreement may be legally terminated by BREEX by simple written notification to the Customer, without any judicial formality:

if the Customer is in suspension of payments, collective debt settlement or bankruptcy,
in the event of the death of the Client,
in case of seizure or other forms of forced execution at the expense of the Customer,
if equipment sold but not (fully) paid for is damaged, destroyed or lost,
if the Client has provided BREEX with false information regarding his company or his financial situation which played a crucial role in BREEX's decision to enter into the relationship with the Client,
in the event of non-payment of invoices,
in the event of any default by the Client arising from the Sales Agreement which is not remedied within a period of at least 5 days following a written notice to that effect.

8.2 In the event of a default by the Customer, BREEX shall have the option of dissolving the Sales Agreement, or of requiring the (if necessary enforced) performance of the Sales Agreement.

8.3 If the Client terminates the Sales agreement, the Client shall be liable to BREEX for the amounts due and unpaid, plus interest for late payment, plus a fixed amount of compensation calculated in accordance with article 7 of these Contractual Terms of Sale, without prejudice to BREEX's right to claim greater damages from the Client.

8.4 The Client acknowledges and accepts that a breach of one or more provisions of the Sales Agreement by the Client may result in the termination of the Sales Agreement in its entirety.

8.5 The Customer acknowledges and accepts that if the Sales Agreement is terminated in accordance with this article, the Maintenance Agreement related to the Sales Agreement shall also lapse insofar as it depends on the Hardware or Services delivered under the Sales Agreement.

Article 9 - General provisions

9.1 The mere fact that BREEX does not insist on or enforce strict compliance with any provision of the Sale Agreement may not be interpreted as a waiver or relinquishment of rights, unless confirmed in writing.

9.2 If one or more provisions of the Sales Agreement are declared void or unenforceable, the Parties shall replace such provisions with a valid and enforceable provision that will, to the extent possible, achieve the economic, business or other purpose of the said void or unenforceable provision and the remaining provisions of the Sales Agreement shall remain in force.

9.3 The fees to which BREEX is entitled in accordance with Articles 3.3, 10.3 and 12.2 of the General Terms and Conditions of Sale and Article 7 of the Contractual Terms and Conditions of Sale shall be indexed in accordance with the formula retained in Article 5.4 of these Contractual Terms and Conditions 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 delivered via e-mail in .pdf format will have the same evidential value as an original paper copy with a handwritten signature.

Article 10 - Applicable law and choice of forum

Any dispute regarding the Sales Agreement, its execution, interpretation and termination shall be subject to the exclusive jurisdiction of the courts of the place where BREEX has its registered office. The Sale Agreement is governed by Belgian law.

TERMS AND CONDITIONS

ARTICLE 1 - OBJECT

1.1 This agreement between on the one hand (i) BREEX EUROPE SA ("BREEX"), with its registered office at 9000 GHENT, Moutstraat 54, with company number 0537.365.350, and on the other hand (ii) the Partner is governed by the terms and conditions of the present agreement concluded between the parties, hereinafter referred to as the Partner Agreement, including these general terms and conditions. The Partner Agreement is effective upon signature by the Partner and BREEX whereby signature shall also constitute acceptance of these general terms and conditions, and it supersedes and replaces all written or oral contracts, proposals and undertakings relating to the same subject matter and which would precede the date of this Partner Agreement. The Partner Agreement excludes the application of the Partner's own potential general and/or other terms and conditions.

1.2 The Partner will recommend BREEX regarding the "MY BREEX" business administration software application, Printer Solutions, Web Development and BREEX Smartchargers with associated software and services, without any mediation in the formation of agreements with prospects/leads for the sale of services and products from the BREEX product range.

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

1.4 Current clients of the BREEX GROUP (i.e. BREEX EUROPE NV, BREEX SALESMAKERS NV and BREEX SMARTCHARGERS BV), with whom the BREEX GROUP can demonstrate a prior business relationship, are excluded from the current Partner Agreement, as well as the orders resulting from it.

ARTICLE 2 - EXECUTION

2.1 The Partner's activity is to forward prospects to BREEX.

2.2 The Partner is not authorised to mediate or conclude agreements on behalf of BREEX or to bind BREEX in any way. The conduct of negotiations regarding BREEX services/products and their terms/conditions belong exclusively to BREEX. The Partner only engages in leadlocking.

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

ARTICLE 3 - INDEPENDENCE

3.1 The Partner shall conduct its activities and business in complete independence from BREEX. All documents and correspondence between the parties must be considered an essential working tool to enable the parties to carry out their assignment in accordance with their commitments. Under no circumstances may they be interpreted as indicating any kind of relationship of authority.

3.2 The Partner undertakes to comply with all social, fiscal and commercial obligations to which he is subject as a self-employed person or self-employed company, such as: contributions to the social security system, withholding tax, VAT, registration with the Crossroads Bank for Enterprises, ... .

ARTICLE 4 - DURATION

The agreement is entered into for a fixed-term period as set out in the Special Terms and Conditions on page 1 of this Partner Agreement with effect from the signing of this Partner Agreement by both parties.

ARTICLE 5 - REPORTING

5.1 Upon receipt of leads/prospects, BREEX will report in writing (including by email) the status of the transferred leads/prospects at the request of the Partner.

5.2 However, BREEX will not be asked to account for the content of the agreement entered into by BREEX with leads/prospects, other than the net price, and the reasons why certain leads/prospects were not approached by BREEX or no agreement was entered into with the leads/prospects.

ARTICLE 6 - COMPENSATION

6.1 The Partner's remuneration consists of a commission equal to the Special Terms and Conditions set out on page1 of this Partner Agreement.

6.2 The commission is payable from the moment the prospect/customer has signed the agreement/order and the order has been paid in full into the BREEX account. Invoicing instructions shall be issued by BREEX to the Partner within one month of receipt of payment in full into its account. Where applicable, the Partner's invoices shall mention the order form number(s) in question or reference provided 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 does not fulfil its commitments and payment. The execution of the agreement has become impossible. The execution of the agreement cannot reasonably be demanded from BREEX especially when, due to the actions of the third party, weighty reasons justify the non-execution by BREEX. In the event that the right to commission lapses, the Partner shall be obliged to repay to BREEX the commission already received.

ARTICLE 7 - PRIVACY

7.1 The Partner guarantees that it has obtained the necessary consent from the prospects/leads or can base the transfer on a justification as stipulated in the AVG.

7.2 The Partner confirms to indemnify and assist BREEX at BREEX's first request regarding claims by third parties regarding the transmission of prospect identification data to and processing by BREEX.

7.3 BREEX shall notify the Partner in writing without delay upon discovery or receipt of claims from third parties/prospects regarding an alleged infringement.

7.4 The indemnity obligation of the Partner concerns an indemnity for all damages, interest, fines and costs. The Partner's obligation of assistance implies that the Partner shall intervene at first request in amicable or judicial and/or administrative proceedings and shall also bear the costs (non-exhaustive: costs of experts, counsel, court costs, administrative costs) incurred by BREEX in these proceedings. The Partner's indemnity obligation is in addition to BREEX's right to independent and full compensation for damages suffered by BREEX.

ARTICLE 8 - CONFIDENTIALITY

8.1 The Partner agrees, both during and after the term of the Partner Agreement, as well as during, the content of this Partner Agreement, not to disclose, multiply or allow the disclosure of any knowledge and know-how it acquires for purposes other than the execution of this Partner Agreement.

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

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

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

ARTICLE 9 - TRANSFER OF RIGHTS AND OBLIGATIONS

The Partner is prohibited from transferring this Partner Agreement - concluded intuitu personae - under any conditions whatsoever. Should the Partner intend to make the transfer, he/she must obtain the written consent of BREEX.

ARTICLE 10 - DISSOLUTION OF THE AGREEMENT

10.1 BREEX is entitled to terminate this Partner Agreement with the Partner at any time, with immediate effect, without judicial authorisation, subject to prior notice of default and without payment of any compensation in the following cases: if the Partner presents the BREEX GROUP's products in a negative light; if the Partner commits a serious contractual error or fails to comply with an essential obligation as set out in articles 7, 8 and 9 of these terms and conditions.

10.2 In the event that this agreement is dissolved at the Partner's expense, BREEX shall also be entitled to liquidated damages assessed at a flat rate of 50% of the revenue generated by BREEX on the basis of the leads/prospects transferred by the Partner during the 12-month period preceding the dissolution, without prejudice to BREEX's right to claim compensation for actual damages. The Partner accepts that in the event of dissolution of the Partner Agreement, no further commission shall be payable by BREEX and he shall be obliged to remove all references to BREEX, both online and offline, within 24 hours of the dissolution of this Partner Agreement.

ARTICLE 11 - RECONVERSION

The parties undertake to do everything in their power to replace the void or unenforceable clauses with valid and enforceable agreements that achieve, to the greatest extent possible, the same result as what they intended to achieve with the void or unenforceable clauses.

ARTICLE 12 - Applicable law and choice of forum

The Dutch courts of Dendermonde have exclusive jurisdiction for any dispute regarding the Lease, its execution, interpretation and termination. 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 delivered via e-mail in .pdf format will have the same evidential value as an original paper copy with a handwritten signature.

GENERAL TERMS AND CONDITIONS OF LICENSE EASYBOX

PART 1 – GENERAL

1. Definitions and interpretation

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

EASYBOX: BV BREEX EASYBOX, with registered office at 9000 Gent, Moutstraat 54 with company number 0760.527.015;

EASYBOX Services: the services provided by EASYBOX to the Customer (and, if 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, if applicable, its users) gain access(s) by means of unique Login credentials.

Customer: a company with whom EASYBOX concludes the current license agreement;

Sales Partner: a third company that, in collaboration with EASYBOX, provides services to the Customer (and, if applicable, its users), whether or not through the EASYBOX SaaS platform, including but not limited to data migration, training and configuration.

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

Login Data: a code exclusively for the Customer, consisting of a username and a password, which can be used to access the EASYBOX SaaS platform;

System Requirements: the minimum requirements imposed on the Customer’s hardware and software for proper use of the EASYBOX SaaS platform;

Confidential Information: the confidential information relating to 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 assumed to be known;

Web Application: the software and/or modules as described on the EASYBOX Website, to which EASYBOX grants Customer access for use in accordance with the current license agreement;

Payment Initiation Service Provider: Ponto, a service offered by Isabel SA, a licensed payment institution under the supervision of the National Bank of Belgium under company number 0455.530.509;

1.2 The License Agreement shall enter into force upon signature of the License Agreement by the Customer and EASYBOX whereby the signature shall also constitute acceptance of these general terms and conditions, and it nullifies and supersedes all written or oral contracts, proposals and undertakings relating to the same subject matter that would precede the date of this License Agreement. The License Agreement excludes the application of the Customer’s own potential general and/or other terms and conditions.

1.3 EASYBOX’s commitments are resource commitments.

2. Object

2.1 EASYBOX grants the Customer, in exchange for paying the agreed prices, 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 in this License Agreement. The right of use commences at the time of signing the License Agreement. The Customer may not allow the EASYBOX SaaS platform to be used for the benefit of any (legal) person other than the Customer.

2.2 The Customer is not permitted to transfer rights or obligations arising from the License Agreement.

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

such right of use does not grant the Customer any right to have or know the EASYBOX SaaS platform in source and object code;
such right of use does not grant 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 used by EASYBOX to offer the Web Application as SaaS;

3. GDPR

3.1 EASYBOX respects the Customer’s privacy and processes the Customer’s personal data in accordance with applicable regulations (in particular Regulation No. (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the Belgian Law on the protection of natural persons with regard to the processing of personal data of 30 July 2018). These processing operations are carried out on the basis of the Customer’s consent and the agreements made. The Customer remains at all times the owner of the data he has entered. By signing this License Agreement, the Customer accepts that EASYBOX may, among other things, perform solvency checks, as well as collect data concerning the Customer as well as its representatives and other parties involved in the Customer’s activity. This data can be used by EASYBOX or its group for the execution of the License Agreement, the fulfillment of their legal obligations and in order to send information regarding products or services that may be of interest to the Customer. This collection is done in accordance with the privacy policy of EASYBOX. The Customer has the right to be informed about the personal data that EASYBOX processes, as well as to request rectification of inaccurate data, deletion of data and/or restriction of processing, always to the extent provided for by applicable regulations. The Customer also has the right to object to any processing and to request the transfer of personal data, again in accordance with applicable regulations. The Customer may exercise these rights by sending a written request to EASYBOX, dated and signed, with a copy of both sides of the identity card attached. In case of problems, the Customer has the right to complain to the Belgian Data Protection Authority (Printing Press Street 35, 1000 Brussels +32 (0)2 274 48 00; +32 (0)2 274 48 35; contact@apd-gba.be).

4. Force Majeure

4.1 Any event that constitutes an insurmountable obstacle to the normal performance of the License Agreement or seriously impedes or complicates it shall be considered a case of force majeure, including (but not limited to): strike, government measures, (temporary) company closure, transport difficulties, delay or impossibility in supply and damage to – or defects in – EASYBOX’s operating assets essential to the order, delay or impossibility in supply on the part of EASYBOX’s suppliers, power outages, server breakdowns, etc. In case of force majeure, EASYBOX is entitled to either suspend the execution of the License Agreement for a period not exceeding three months, or to terminate the License Agreement in whole or in part, without being liable for any compensation. Financial commitments of the Customer can never be suspended or dissolved as a result of force majeure.

5. Prices and payment

5.1 EASYBOX reserves the right to change the prices in the interim, no more than once a year, but no earlier than six months after the start of the License Agreement. Among other things, the change may be made as a result of cost increases and/or price-increasing measures taken by the Belgian government or suppliers.

5.2 All taxes and costs, however named, which are now, or at any time will be levied on the amounts payable by the Customer, shall be borne by the Customer.

5.3 The Customer may not invoke suspension, discount or settlement in respect of the Customer’s payment obligations to EASYBOX.

5.4 EASYBOX is entitled (but not obliged) to make invoices available to the Customer electronically by e-mail or by means of a customer portal.

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

5.6 Unless otherwise stated above, all invoices are payable at the address of EASYBOX’s registered office and, except as otherwise provided, shall be paid within a period of fifteen (15) days from invoice date. If payment is not made on time, interest on arrears of 1.5% per month will be payable by operation of law and without notice of default, as well as fixed compensation of 10% with a minimum of EUR 65, by way of irrevocable damages and irrespective of the legal costs. Per reminder sent, an additional cost of 15,00 EUR will be charged in addition to the costs for the registered mail. All complaints and protests must be formulated within 7 days of the invoice date.

5.7 The Customer must always inform EASYBOX by return of changes in the address and invoice details communicated when signing the License Agreement.

6. Termination

6.1 The License Agreement can be legally terminated by EASYBOX by ordinary written notice to the Customer, without any judicial formality:

If the Customer is in suspension of payments, collective debt settlement, judicial reorganization or bankruptcy,
In the event of an attachment or other forms of forced execution at the Customer’s expense,
Upon liquidation or cessation of the Customer’s business,
In the event of non-payment of invoices,
In the event of any default by the Customer under this License Agreement that is not remedied within 5 days of a written notice to that effect.

6.2If the Customer should unilaterally terminate or breach the License Agreement early and prior to the expiry of the contractual term or commit a contractual default, the Customer shall owe EASYBOX at least liquidated damages. In all cases of premature termination, without prejudice to EASYBOX’s right to full compensation, the Customer shall owe EASYBOX, on the one hand, in addition to the expired and unpaid sums, increased by interest on arrears, compensation fixed at the value of the monthly prices yet to fall due. The payments made by the Customer will first be charged against the stipulated compensation and against the interest on arrears, and then against the unpaid expenses and finally against the principal sums.

7. Electronic signature

7.1 The parties agree that (i) electronic signatures that qualify 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 License Agreement delivered via email in .pdf format, will have the same evidential value as an original paper copy with a handwritten signature.

8. Applicable law and choice of forum

8.1Any dispute regarding the License Agreement, its execution, interpretation and termination shall be subject to the exclusive jurisdiction of the courts of Dendermonde. The License Agreement is governed by Belgian law.

PART 2 – USING THE EASYBOX SAAS PLATFORM

9. Obligations of the Customer

9.1 The Customer shall in no way use the EASYBOX SaaS platform for purposes other than for which the EASYBOX SaaS platform serves, including (but not limited to):

billing and quotations;
product and service management;
customer and contact management;
smart document processing;
smart consolidation of financial transactions;
automatic sending of invoices to bookkeeper;
smartly connected bank accounts;
…

9.2 Use of the EASYBOX SaaS platform is subject to payment of the prices by the Customer, as stated in the special conditions of the License Agreement.

9.3 The use of the EASYBOX SaaS platform occurs in accordance with a subscription formula chosen by the Customer. If the Customer extends his subscription (including by adding additional users, integrations or boxes) and/or changes and/or consumes units on top of his subscription, the Customer’s subscription formula will be automatically adjusted. Any additional cost will also be invoiced to the Customer.

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

9.5 In carrying out its services, EASYBOX needs data from the Customer, which it will request each time at the start of the cooperation. If the Customer does not provide this data to EASYBOX within three months after signing the License Agreement, EASYBOX is entitled to charge a fee of 500.00 euros per month. This fee will be deducted from the prices mentioned in Article 5 as soon as the data is delivered to EASYBOX by the Customer.

9.6 The Customer is not permitted to use the EASYBOX SaaS platform in violation of statutory provisions or the License Agreement. The Customer is responsible for the content and accuracy of the data he has transmitted to EASYBOX through the EASYBOX SaaS platform. The Customer undertakes to EASYBOX to use the EASYBOX SaaS platform reasonably so that the amount of information stored by him and the volume of data transport realized by him do not deviate from what EASYBOX reasonably considers appropriate to provide a reasonable user experience appropriate for the predictable pattern of use. In no case will the Customer’s data usage (including data storage) exceed 10 GB. In the event that the Customer’s data usage (including data storage) would exceed this 10 GB limit, the Customer will pay an additional charge depending on the amount of data it uses above the 10 GB ceiling.

10. Duration

10.1 The agreed duration as stipulated in the Special Terms of the License Agreement shall commence on the date of signing the License Agreement (“Initial Term”).

10.2 The License Agreement is automatically renewed for successive one-year periods (each Term is an “Extended Term”), commencing after the expiration of the Initial Term, unless either Party terminates the License Agreement in writing six (6) months prior to the end of the Initial Term or the current Extended Term, as applicable.

10.3 Upon termination of the License Agreement for any reason (i) Customer shall immediately pay all Fees and other amounts owed to Easybox under the License Agreement, up to and including the date of termination, (ii) all rights of use granted to Customer under the License Agreement, including the right to use the EASYBOX SaaS Platform, shall automatically expire and (iii) upon Customer’s simple request, EASYBOX shall provide Customer with a copy of the Customer Data in a common file format (provided that Customer has fulfilled its obligations under the License Agreement). This file format will remain available and viewable for thirty (30) days after the termination or expiration of the subscription end date.

11. Backup and security

11.1 EASYBOX will endeavor to create a new backup of the EASYBOX SaaS platform every 24 hours, unless such backup is not possible due to external circumstances.

11.2 EASYBOX will use its best efforts to secure the data entered by the Customer through the EASYBOX SaaS platform as well as reasonably possible against loss, theft, unauthorized access and modification by non-users.

12. System requirements

12.1 The Customer guarantees that the internet connection used by him meets the following requirements necessary for the use of the EASYBOX SaaS platform:

presence of a modern internet browser
Internet connection with a minimum speed of 50Mb/second;

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

13. Maintenance and availability

13.1 EASYBOX is entitled, at its discretion, to make updates and upgrades to the EASYBOX SaaS platform. EASYBOX will make updates and upgrades (if practical) available via the Internet to the Customer who undertakes to implement them as soon as possible.

13.2 EASYBOX may add or remove features and functionalities, offer new services or discontinue obsolete functionalities. Any new functionalities of the EASYBOX SaaS platform may result in a price increase and/or be offered at a fixed price that will be settled monthly or quarterly.

13.3 EASYBOX makes every effort to ensure optimal availability of and access to the EASYBOX SaaS platform. However, EASYBOX reserves the right to restrict access to the EASYBOX SaaS platform in whole or in part:

(a) for a reasonable period of time for maintenance and installation purposes (such as updates and upgrades that cannot be implemented without restricting access). EASYBOX will make reasonable efforts to notify the Customer in a timely manner, and minimize any negative impact on the EASYBOX SaaS platform and perform such services outside business hours (if practical);

b) for a reasonable period of time if EASYBOX believes that the provision/use of the EASYBOX SaaS platform violates or is reasonably likely to violate the rights of EASYBOX or any other person, or applicable laws or regulations and/or that continued use poses a risk to the security and/or integrity of the EASYBOX SaaS platform.

14. Users and login information

14.1 The Customer agrees that (i) each user account will only be used by one registered user, (ii) each registered user will maintain a secure password for the EASYBOX SaaS Platform and, (iii) each registered user will keep his/her password confidential. The Customer is responsible for the actions of its registered users and may not share his/her login credentials with a third party to provide access to the EASYBOX SaaS Platform.

14.2 The Customer must handle and is responsible for the Login Data with care. The Login credentials are not transferable. With respect to the Login Data, the Customer is obliged to observe absolute confidentiality with respect to anyone. The Client is liable for any use of his Login Data. All actions are for the account and risk of the Customer. EASYBOX has at all times the right, with reasons given, to block or suspend the Customer’s access to the EASYBOX SaaS platform indefinitely, if there is a suspicion of abuse or otherwise improper use. The Customer will deal responsibly with access to the EASYBOX SaaS platform and the information obtained from it, and the Customer is also unconditionally liable for any information he adds on the EASYBOX SaaS platform.

15. Payment initiation services

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

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

16. Liability

16.1 With regard to the EASYBOX SaaS platform, it generally applies that the operation of a computer configuration (a combination of hardware and software) can never be fully guaranteed. Both external factors (power outages, Internet and IT system failures, etc.) and factors specific to 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 data. However, the Customer undertakes to equally provide processes for the security, preservation and restoration of data (such as but not limited to backups). In any case, EASYBOX is not responsible for such losses.

16.2 To the extent permitted by law under applicable law, EASYBOX shall not be liable for any special, indirect, incidental or consequential damages of any kind, including, but not limited to, damages or costs resulting from loss of profits, loss of data, loss of revenue, loss of goodwill, business interruption, procurement of substitute services, whether or not certain persons are recruited, and/or losses of Customer and/or third parties or physical or property damage arising out of or related to the License Agreement, including, but not limited to, miscalculations, or the (mis)use of or inability to use EASYBOX SaaS Platform, regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise.

16.3 When using the Payment Initiation Service, the Customer is responsible for the verification of the payment order. In doing so, the Customer will have to 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 prior to confirming the initiation of the payment order.

16.4 EASYBOX is not liable for the Customer’s data or its accuracy, completeness and legality. The Customer will indemnify EASYBOX if EASYBOX should be sued in law or in fact by a government body or third party for infringements of intellectual property rights or laws pursuant to the data, images, information, photos, etc. posted on the EASYBOX SaaS platform.

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

16.6 Without prejudice to article 15.1, EASYBOX’s liability for direct damage shall in any case be limited to what it is insured for, in particular a maximum of EUR 100,000.00 for material damage and EUR 20,000.00 for physical damage.

16.7 If and to the extent that, for whatever reason, no payment is made under the aforementioned insurance coverage, the legal obligation to pay damages (if any) (for whatever reason) shall be limited to a maximum of the amount EASYBOX has invoiced to the Customer under the License Agreement in the relevant calendar year in which the damaging event occurred.

17. Confidentiality

17.1 Each of the parties shall not disclose or use Confidential Information concerning the other party 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 shall comply with the confidentiality obligations described in this article.

17.2 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 Law of July 30, 2018 on the protection of trade secrets. If, for any reason, the Customer becomes aware 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).

17.3 The obligation of confidentiality shall continue to exist even after termination of the License Agreement.

18. Data protection and processor agreement.

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

18.2 In its relationship with the Customer, EASYBOX acts as a processor of personal data within the meaning of the GDPR in accordance with current License Agreement and the processing agreement available on EASYBOX’s website (https://www.easybox.com/dpa/), which the Customer acknowledges to have read and accepted.

19. Third party services

19.1 EASYBOX may provide integrations with, or include other functionality that allows Customer to access, third-party services or software (“Third-Party Services”) (e.g., third-party services with which EASYBOX provides integration). EASYBOX is neither a vendor of nor liable for Third Party Services, which may be subject to specific licenses, end-user contracts, privacy and security policies and/or terms of use, which will need to be entered into by the Customer directly with that Third Party. EASYBOX provides no warranty for Third Party Services. Use of Third Party Services is at Customer’s risk, and Third Parties may require Customer to agree to additional terms and conditions for use of Third Party Services. EASYBOX may, in its sole discretion, with or without notice and at any time disable any Third Party Services. Easybox shall not be liable for exporting data to Third Party Services.

19.2 EASYBOX does not warrant or represent that the EASYBOX SaaS Platform will be compatible with any application, program or platform not specifically identified as compatible in the Services. The Customer accepts and acknowledges that the Services are essentially software dependent, which means that flawless operation and permanent availability cannot be guaranteed.

20. Intellectual property rights

20.1 The term “Intellectual Property Rights” means all existing and future, registered or unregistered, intellectual industrial and commercial rights, as well as all other property and similar rights, in Belgium and around the world, including without limitation, copyrights (including without limitation copyrights in computer programs and databases), related rights to performances, phonograms, films, journalistic works, broadcast and database rights, drawing and 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; trademarks, rights in social and trade names, domain names, and all other rights in signs used in commerce to distinguish a good or service from others in commerce, and all similar or equivalent rights or forms of protection that might now or in the future exist anywhere in the world.

20.2 All Intellectual Property Rights are and shall remain the exclusive property of EASYBOX. None of the provisions contained in the general or special conditions may be construed as leading to a full or partial transfer of those rights to the Customer. The Customer is not allowed to change, remove or make unrecognizable any indication of the Intellectual Property Rights of EASYBOX on or in the EASYBOX SaaS platform. The Customer may not use or register any trademark, design or domain name of EASYBOX or any corresponding name or sign in any country, anywhere in the world.

20.3 The Customer is not permitted to change, remove or make unrecognizable any indication of EASYBOX’s Intellectual Property Rights on or in the EASYBOX SaaS platform. The Customer may not use or register any trademark, design or domain name of EASYBOX or a corresponding name or sign in any country, anywhere in the world. The Customer is not allowed to reproduce, decompile, publish, exploit and/or use elements of the EASYBOX SaaS platform in a way that violates the (intellectual property) rights that rest on these elements.

20.4 All Intellectual Property Rights related to Customer’s materials remain the exclusive property of Customer. EASYBOX receives a license to use and store these materials for the hosting, delivery, support and maintenance of the EASYBOX SaaS platform. The Customer shall defend, indemnify and hold EASYBOX harmless from and against all damages, losses, expenses and costs arising from any claim brought by a third party alleging that the materials infringe the intellectual property rights of the third party.

20.5 The Customer shall not have the right to (i) use EASYBOX in whole or in part for any purpose other than for the purposes stated in the License Agreement; (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover the source code, underlying ideas, underlying user interface techniques or algorithms of EASYBOX in any way, or to disclose any of the foregoing; (iii) use EASYBOX in any unlawful, illegal, fraudulent or harmful manner or (iv) for any unlawful, illegal, fraudulent, offensive, threatening or other harmful purpose or activity, including the placement of any virus, Trojan horse, worm, malware or other program that attempts to damage, surreptitiously intercept, expropriate or adversely affect any system, data or information.

General Conditions

GENERAL TERMS AND CONDITIONS

Article 1 - Object

Article 2 - Delivery and receipt

Article 3 - Mode of use and insurance

Article 4 - Force majeure

Article 5 - Price and payment

Article 6 - Transfer of the Lease to a Partner

Article 7 - Liability and damages

Article 8 - Right of rescission and termination

Article 9 - End of the Agreement

Article 10 - Property rights

Article 11 - GDPR

Article 12 - Applicable law and choice of forum

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