General Terms and Conditions of Sale of the SRL ICT-SQUARE (Wappli)

Article 1 - Purpose

The present general terms and conditions, hereinafter referred to as "GTC," are those of ICT-SQUARE SRL, a company under Belgian law with its registered office at Rue de la Cabocherie 1 in 7711 DOTTIGNIES, operating under the trade name "WAPPLI," registered with the Crossroads Bank for Enterprises under number 0773.531.745 (hereinafter referred to as "WAPPLI"). They are the only terms applicable between the parties, to the exclusion of any other conditions, reservations, restrictions, or clauses arising from Clients, unless expressly and in writing accepted by WAPPLI. They therefore apply to all Offers, Orders, deliveries of products, and services provided by WAPPLI, to all agreements concluded between WAPPLI and the Client, as well as to all ongoing services that have not been subject to a specific agreement, unless a written derogation is expressly accepted by WAPPLI.

The term "Application" used in these general terms and conditions, or in any offer, order, or agreement, refers to adaptations of existing software, the creation of data recovery software or interface software, complementary developments to the software packages for which the Client has acquired the right to use, or to one or more applications of the Client, as well as any other specific solution developed for the Client. It also includes the specific design and development for the Client of applications for mobile devices, such as tablets and smartphones, intended either to be used internally by the Client (in-house) or to be transferred, accessible, and functional on platforms owned by third parties such as, for example, Apple AppStore, Google Play Store, and Windows Store.

When the specific provisions of a contract or an offer address a point governed by these provisions and the chosen solutions diverge, the express specific provisions in the relevant contract or offer prevail.

Article 2 – Offers

All offers and price indications from WAPPLI (the "Offers") are made subject to confirmation, unless otherwise stated in writing by WAPPLI. These Offers are invitations for the customer to place an Order. WAPPLI is not obligated to accept an Order, which it may refuse without reason. WAPPLI is only bound by its express and written agreement on a valid Order from the customer. If no acceptance or written confirmation of an Order has taken place, the Contract will nonetheless be concluded by WAPPLI through the execution of all or part of an Order, or by sending an invoice to the customer related to that Order.

The Client cannot derive any rights or expectations from a quote or a budget estimate established by WAPPLI, unless the parties have agreed otherwise in writing. A budget communicated to WAPPLI by the client is only considered an estimate that may evolve during the course of the project. A budget is only considered a "fixed" price or a "lump sum" price agreed upon by the parties for the Service to be provided by WAPPLI if this has been expressly agreed in writing.

The preparation of quotes or estimates is free of charge, unless otherwise stated. The client guarantees that the information they have provided or that has been provided on their behalf to WAPPLI, on which WAPPLI has based its offer, is accurate and complete.

Unless otherwise stated, the validity of our offers is 2 months from the date of their sending; for hardware and software (not designed by WAPPLI), the validity of the offers is 2 weeks from the same date. All amounts indicated in the offers are expressed in Euros and excluding VAT.

Article 3 – Orders

A "Purchase Order" refers to any order document - including its appendices - that may be based on an Offer previously communicated by WAPPLI to the Client, and which may, if applicable, follow an initial request made by the Client to WAPPLI in order to obtain services. These General Terms and Conditions are always deemed to be included by reference in the terms of the Purchase Order to form, when accepted by WAPPLI in accordance with Article 1, the Contract between the parties.

If, in accordance with the Contract concluded between the parties or in fact, the client is composed of several natural and/or legal persons, each of these natural and/or legal persons is jointly and severally liable for the performance of the Contract towards WAPPLI.

Article 4 – Financial terms

The financial conditions are outlined in the Offer and/or the Contract. In the absence of express clarification in these documents, the prices are valid for services to be performed in Belgium. The prices are exclusive of value-added tax (VAT) and will be increased by other legal taxes in effect on the day of billing.

All prices indicated by WAPPLI are in Euros (EUR) and the customer must make all payments in Euros (EUR). The applicable prices are (i) those specifically provided in the Contract between the parties or, failing that, (ii) the prices as communicated to the customer by any means or, failing that, (iii) the standard prices applied by WAPPLI. The customer authorizes WAPPLI to revise the total agreed price by up to 80% of that price based on the increase, between the conclusion of the sale and its execution, of the actual cost of the following parameters: goods, raw materials, wages, travel expenses, energy, and the variation in exchange rates between the currency in which the raw materials and/or goods are purchased and the currency in which the products and services are sold, it being understood that these parameters apply to the portion of the price corresponding to the cost they represent.

The work "on a time and materials basis" is billed by the hour, with any hour started being billed in full. All services that are not explicitly covered by a specific contract specifying a price and billing method are billed, by default, "on a time and materials basis." The rates for services on a time and materials basis are valid for 8-hour days performed during office hours (between 7 AM and 7 PM). Tasks performed in addition at the Client's request are billed at:

150% of the hourly rate for services beyond the daily schedule and/or outside of office hours and/or on Saturdays;
200% of the hourly rate for services performed on Sundays and official public holidays in Belgium.

The prices indicated in the offer or in the agreement will be subject to annual indexing, by operation of law and without formalities, on January 1st of each year based on the increase in the official consumer price index.

Additional fees are never included in the flat rates and are therefore charged by WAPPLI to the Client. Additional fees include travel expenses, parking fees, and accommodation costs for WAPPLI employees or its service providers. Unless otherwise agreed, travel expenses in Belgium and the Grand Duchy of Luxembourg, including the time spent on them, are flat-rate and amount to €0.60 per kilometer traveled. Travel expenses are indexed annually and without prior notice, on January 1st of each year, based on the consumer price index. The base index is that of the month preceding the acceptance of the Order, and the new index is that of the November preceding the adjustment. Failure to index on the agreed annual date will not imply a waiver of its application during the year or on subsequent annual dates. Even in this case, the new rate will not be applied retroactively.

The travel expenses outside of Belgium and the Grand Duchy of Luxembourg will be specified with the Client in the special conditions.

Article 5 – Payment terms

The invoices issued by WAPPLI for services, performances, or materials provided are payable in full either upon receipt or on the due date indicated on the invoice, and without any discount, to one of the bank accounts listed on WAPPLI's invoices. If the Client notices a change in the bank account number, they must have this new number formally confirmed by WAPPLI.

Any invoice that remains unpaid by its due date will automatically incur interest at the applicable legal rate for late payment in commercial transactions (Belgian law of August 2, 2002, concerning the fight against late payment in commercial transactions), increased by 2.5 percentage points, as well as a flat-rate compensation equivalent to 15% of the invoiced amount, with a minimum of €200. Payments made by the client will be allocated as follows: (i) first to the flat-rate compensation and other fees, then (ii) to the interest, and finally (iii) to the price.

If an invoice is not paid by its due date, WAPPLI shall also be entitled by law and without prior notice to suspend the execution of all deliveries and services until payment is made, without prejudice to the client's obligation to fulfill its commitments. In the event of non-payment of an invoice within fifteen days following a formal notice, WAPPLI shall have the right to declare the termination of the contract due to the client's fault and to demand payment of a compensation calculated in accordance with Article 3. The client may not suspend any payment and may not offset the amounts owed.

No discount will be granted in the event of early payment by the client.

In order for any disputes to be considered valid, they must be communicated to our offices in writing within thirty (30) days following the billing date. A dispute cannot, under any circumstances, result in a delay in payment or a modification of the payment terms.

Any deviation from the payment terms must be subject to a written agreement between the parties.

Article 6 – Assignment and subcontracting

The parties may not assign the agreement without prior written consent from the other party.

However, if it deems it appropriate, WAPPLI may subcontract all or part of the services to be provided under the offer or the agreement to related companies or third-party companies chosen by WAPPLI.

Article 7 – Ownership and transfer of risk

In cases where the agreement stipulates that the equipment will be the property of the Client, WAPPLI remains the owner of the equipment until full payment of the principal price, accessories, interest, taxes, and fees. However, at the time of delivery, if applicable, the risks are transferred to the Client at the moment of delivery of the equipment or at the time when the delivery should have taken place if it cannot be carried out for a reason beyond WAPPLI's control.

In the event of non-payment, bankruptcy, requests for payment extensions, the sale or liquidation of the Client, or a seizure of one or more of the Client's assets, WAPPLI has an irrevocable right to reclaim or have reclaimed the goods of which it is still the owner, at the location where they are found. The same applies in the case of the provision of equipment.

The deposits that may have been paid remain granted to WAPPLI as compensation for their use.

Article 8 – Deadlines

WAPPLI will make reasonable efforts to comply with the terms and/or delivery dates and deadlines specified in the contract, to the extent possible. However, these deadlines are approximate, based on market conditions at the time the offer is issued, and are therefore not strict, such that they will not give rise to any order cancellation or compensation if we are forced to modify them due to supplier delays or the availability of goods, services, or providers in the market. The intermediate dates and delivery dates specified by WAPPLI or agreed upon by the parties are always considered target dates and are not binding on WAPPLI, unless explicitly stated otherwise.

If a deadline is likely to be exceeded, WAPPLI and the Client will consult on the consequences of the deadline extension in relation to the subsequent schedule. Furthermore, WAPPLI has the right to postpone the start of work on a phase or a development Sprint or an agreed Sprint until the Client has approved in writing the results of the previous phase or Sprint.

When a strict deadline is explicitly provided in the Contract or in a subsequent written agreement, this deadline is understood to be in business days. The following are not considered business days: Saturdays, Sundays, and legal holidays, annual vacation days of salaried or subcontracted personnel, as well as days when travel to the Client's site(s) has been, or would have been, made impossible for at least four hours due to weather conditions or their consequences. In this case, and as far as possible, WAPPLI will ensure to use technologies that allow for remote work.

The Client may only request the termination or cancellation of the Contract after having formally notified WAPPLI to fulfill its obligations within a reasonable time frame appropriate to the circumstances (provided that this time frame shall not be less than one month), it being understood that no compensation may be claimed by the Client from WAPPLI if it fulfills its obligations within the aforementioned reasonable time frame. In its formal notice, the Client will detail the issue raised as comprehensively as possible in order to allow WAPPLI to respond adequately.

A deadline can only be considered mandatory if it is expressly designated as such in the Contract or the specific conditions invoked. In this case, delays in the execution of the work for which WAPPLI is solely responsible will result in the payment of a flat compensation of 150 (one hundred fifty) euros per working day. The total compensation related to a single Application may not exceed a maximum of 5% of the agreed price for that Application. This compensation is only due for the period following the formal notice sent to WAPPLI by registered letter from the Client.

WAPPLI is not obligated to meet a delivery date or deadline, whether definitive or not, if the parties have agreed to a modification of the content or scope of the Contract (additional work, modification of specifications, etc.) or a change in approach regarding the execution of the Contract, or if the Client fails to fulfill its obligations under the Contract or does not fulfill them on time or in full. The necessity or occurrence of additional work during the execution of the Contract never constitutes a reason for the Client to terminate or cancel the Contract.

The deadlines communicated for informational purposes are also automatically extended for a duration equivalent to the time during which WAPPLI is delayed in its tasks due to the absence or insufficiency of collaboration from the Client.

Article 9 – Intellectual property

9.1 – Ownership of intellectual property rights

All intellectual property rights in the software, developments, data files, equipment, and training, testing, and examination materials, as well as in other materials such as analyses, drawings, documentation, reports, and proposals, including preparatory materials developed or made available to the Client under the Contract, are exclusively owned by WAPPLI, its licensors, and/or its suppliers, and constitute the intellectual property of the latter.

The Client only has the rights of use expressly granted by these general terms and conditions, by the license agreement expressly concluded in writing between the parties, and/or by law. The rights granted to the Client are non-exclusive and may not be transferred, assigned, or subject to a sublicense.

By default and unless expressly stated otherwise in writing and signed, WAPPLI does not transfer any intellectual property rights to the Client. If the parties expressly agree in writing that an intellectual property right on a specific development or any other material specially designed for the Client is transferred to the Client, this will not affect WAPPLI's right or ability to use and/or exploit for other purposes, for itself or for third parties and without any restrictions, the general principles, ideas, designs, algorithms, documentation, works, programming languages, protocols, standards, software development materials, and others on which the mentioned Developments are based. This transfer of an intellectual property right is also without prejudice to WAPPLI's right to carry out, for itself or for a third party, similar or derivative developments of developments made or in the process of being made for the Client. Unless explicitly stated otherwise in writing, the Client does not have access to the source code or preparatory works.

The Client may not remove or modify any indication regarding the confidential nature of copyright, trademarks, trade names, or any other intellectual property rights related to software, websites, data files, equipment, or materials, nor may they have such an indication removed or modified.

Even if it is not expressly provided for in the Contract, WAPPLI may still take technical measures to control and protect the equipment, data files, websites, software made available, software to which the Client has direct or indirect access, etc., against use outside or beyond an agreed limitation in terms of scope, content, or duration of the right to use these elements. The Client may not remove or circumvent these technical measures, nor have them removed or circumvented.

The Client guarantees that the manufacturing materials, software, website materials, data files, and/or other materials and/or designs provided to WAPPLI for use, maintenance, processing, installation, or integration do not infringe on the rights of third parties. The Client indemnifies WAPPLI against any third-party claims based on the allegation that this provision, use, maintenance, processing, installation, or integration infringes on a right of that third party.

WAPPLI is never obligated to carry out data conversion, unless it has been expressly agreed upon in writing with the Client.

The Client is informed that WAPPLI may integrate software, modules, or libraries referred to as "free" or "open source" into the Software or Developments. In this case, the copyright on these software, modules, or libraries will in no way be transferred to the Client. The Client will hold their rights to use these modules or libraries under the respective software licenses referred to as "free" or "open source," which will be systematically attached to their code by WAPPLI when the licenses require it, at the time of delivery of Applications and/or Development. In this case, it is the full and sole responsibility of the Client to comply with the obligations set forth in these "free" or "open source" software licenses.

The Client retains all its intellectual property rights over the Client Materials and the Client Data, as applicable. If applicable, the Client grants WAPPLI a royalty-free license to use these Client Materials and/or Client Data solely for the purpose of performing the Contract.

9.2 – Indemnification

If a third party claims that the Services, Applications, or Developments provided to the Client by WAPPLI under this Agreement infringe a patent, copyright, trademark, or trade secret, the Client must promptly notify WAPPLI in writing. WAPPLI will defend the Client against such a claim if the Client reasonably cooperates with WAPPLI and allows it to control the defense and all settlement negotiations. In this case, WAPPLI will indemnify the Client from and against all damages ultimately awarded for such infringement or settlements made by WAPPLI on behalf of the Client.

Notwithstanding the above, WAPPLI shall have no liability and shall have no obligation to defend or indemnify the Client for any third-party claims for infringement based on (i) the use of a version other than the current and unmodified version of the Service, Application, or applicable Development, unless the infringed part is also in the current and unmodified version; (ii) the use, operation, or combination of the Service, Applications, or applicable Development with programs, data, equipment, or documentation not owned by WAPPLI, if such infringement could have been avoided in the absence of such use, operation, or combination; or (iii) any third-party software; provided that WAPPLI shall pass on to the Client any indemnification received from the owner of such third-party software.

In the event that the Service, the Application, or the Development is, or WAPPLI believes it is likely to be, or is presented as being able to, violate any third-party intellectual property rights, WAPPLI may, at its sole discretion and at its own expense, (i) provide the Client with the right to continue using the affected Service, Software, or Development, (ii) replace or modify the affected Service, Application, or Development with a functionally equivalent replacement so that it does not infringe, or, if (i) or (ii) are not commercially feasible, (iii) terminate the Agreement and refund the fees received by WAPPLI from the Client for the affected Service, Application, or Development (for the remaining duration of the subscription or license period then in effect, if applicable). The above constitutes the entire responsibility of WAPPLI and the sole and exclusive remedy of the Client regarding any third-party claims for infringement of intellectual property rights.

Article 10 – Confidentiality

WAPPLI and the Client are required to maintain the confidentiality of all information communicated during the negotiation and execution of the contract made between them, including information related to their production, organization, and work methods. They agree not to disclose any of this information without the written consent of the other party. By exception, the Client does allow WAPPLI to mention, as a reference, the existence and general purpose (custom software development) of this Contract in its documents distributed, particularly to its clients, prospects, or the financial community.

They will only disclose them to those of their employees or subcontractors directly involved in the execution of the contract or using the programs, and they guarantee that these employees and subcontractors are aware of and comply with the obligations regarding the confidentiality of said information.

This mutual obligation remains in effect even after the completion of the mission covered by this Contract.

Article 11 – Protection des Données -RGPD

11.1 - Customer data and personal data

(a) The Client is fully responsible for the data it processes in connection with the use of the Applications provided by WAPPLI. The Client guarantees WAPPLI that the content, use, and/or processing of the data is not illegal and does not violate the rights of third parties. The Client indemnifies WAPPLI against any claims from third parties, for any reason whatsoever, related to this data or the performance of the Contract.

(b) The parties declare that they will respect and implement their obligations arising from the data protection legislation in force in Belgium, including Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR). By accepting this contract, the Client declares that they have read the WAPPLI Data Protection Policy, available on its website, at any time.

The processing of personal data that WAPPLI carries out in its capacity as data controller is conducted in compliance with applicable regulations and in accordance with its "Personal Data Processing Policy," available on its website. The Client agrees to communicate this policy to all individuals whose data will be processed by WAPPLI due to the contractual relationship between WAPPLI and the client.

By default, the Client confirms that the contractual relationship between WAPPLI and him does not involve subcontracting the processing of personal data as defined by the GDPR Regulation mentioned above. If this were to be the case, the Client agrees to inform WAPPLI in advance, to take all necessary measures to regularize the situation, and/or to sign a "Subcontracting Agreement for the Processing of Personal Data" in accordance with Article 28.3 of the GDPR, which outlines the measures to be implemented, and which WAPPLI will charge to the Client.

11.2 - Security

(a) WAPPLI must take reasonable measures to avoid introducing viruses or code into the Client's systems and infrastructure that WAPPLI may reasonably know to be malicious. The Client must provide WAPPLI with all sufficient information regarding its systems and infrastructure to enable it to take appropriate measures.

(b) Unless otherwise stipulated in the Contract, the Client is fully responsible for the security of its Data and agrees to perform the necessary backups to prevent any loss and/or corruption of its Data. WAPPLI is only responsible for the backups explicitly provided for in the Contract.

(c) In the event of loss or corruption of Client Data resulting from the Services provided, WAPPLI is only required to restore the most recent available backup. Under no circumstances shall WAPPLI be obligated to encode or reconstruct the Client Data.

Article 12 – Responsability

In the absence of express clarification in the offer and/or in the contract, the obligations assumed by WAPPLI are always obligations of means.

Without prejudice to the other provisions of these general conditions, any liability of WAPPLI that may arise from the execution of the offer or the agreement is expressly limited to one quarter of the amounts billed in the twelve months preceding the date of the claim, with a cap of fifty thousand Euros (€50,000).

WAPPLI disclaims all liability (i) in the event of indirect damages, including but not limited to any financial or commercial harm, loss of clientele, profit or savings, any business disruption, any increase in costs and other overheads, loss of profit, loss of image or brand, any delay or disruption in the project schedule or the Client's activities, any loss of data, files, or computer programs of any kind, and (ii) in the event of insufficient cooperation from the Client in the execution of the contract (iii) in the event of third-party intervention in the Client's computer system, unless the Client demonstrates that this intervention does not affect any element of the system related to the elements covered by the disputed services of WAPPLI (iv) in the event of claims from third parties.

The Client guarantees that the content, information, and works of any kind provided by him to WAPPLI for the execution of the contract are lawfully usable for this purpose and do not infringe on the rights of third parties.

The Client ensures, in particular, to obtain the necessary rights transfers or authorizations from the holders of intellectual property rights.

The Client agrees to maintain the delivered software at the highest revision level, with the cost of acquiring new versions being their responsibility.

Article 13 – Force majeure

Neither party is obligated to perform any obligation whatsoever, including any legal and/or agreed warranty obligation, if prevented from doing so by a force majeure event. For WAPPLI, force majeure includes, among other things, the following cases: (i) force majeure or failures of WAPPLI's suppliers, (ii) non-fulfillment of obligations by suppliers that have been imposed or suggested to WAPPLI by the Client, (iii) defects in items, equipment, software, or hardware from third parties whose use has been imposed or suggested to WAPPLI by the Client, (iv) acts of God and all government measures, (v) power outages, (vi) Internet, computer network, or telecommunications failures, (vii) war, (viii) pandemics, (ix) general transportation issues, (x) strikes and other labor disputes, (xi) any other circumstances when these other circumstances are beyond the control of the parties, such as fire, mobilization, requisition, embargo, prohibition of currency transfer, insurrection, general supply shortages, energy usage restrictions, etc.

Each party has the right to terminate the contract in writing if a force majeure situation persists for more than 60 (sixty) days. In this case, what has already been accomplished under the Contract will be paid pro rata based on the duration and/or execution of the Contract, with no further obligations between the parties.

Article 14 – Non-sollicitation of personnel

The Client, for whom WAPPLI has performed or is performing services, agrees not to hire or assign services, directly or indirectly, under any status whatsoever, personally or through any individual or legal entity, to a member of WAPPLI's staff (and of all companies belonging to the same group) or to a subcontractor of WAPPLI, whether or not the Client has been in contact with them. By member of WAPPLI's staff or subcontractor, it is understood to include both those who are currently active in that capacity and those who have been in the past.

This commitment must be respected by the Client both during the execution of the contract and for a period of three years starting from the date of the termination of the contractual relationship between WAPPLI and the Client and/or for a period of one year starting from the date of the termination of the contractual relationship between WAPPLI and its employee or subcontractor.

If this commitment is not respected, the Client will owe WAPPLI a fixed compensation of €50,000, increased by an amount equivalent to twenty-four times the monthly cost incurred by WAPPLI for the services of its employee or subcontractor who was poached, the monthly cost being determined by reference to the average of the months, not exceeding one year, preceding the end of the contractual relationship between WAPPLI on one hand, and its employee or subcontractor on the other hand. This compensation is set without prejudice to WAPPLI's right to claim payment of other amounts in the event that its damages are higher.

On its part, WAPPLI agrees not to hire or assign services, directly or indirectly, under any status whatsoever, personally or through any individual or legal entity acting on its behalf, to a member of the Client's staff. This commitment applies to WAPPLI both during the execution of the contract and for a period of three years starting from the date of the termination of the contractual relationship between WAPPLI and the Client and/or for a period of one year starting from the date of the termination of the contractual relationship between WAPPLI and its employee.

In the event of non-compliance with this commitment, WAPPLI will owe the Client compensation calculated on the same basis as mentioned above.

Article 15 - Scope and limitations of the contract

The latest contract and its annexes binding WAPPLI to its Client, in all their written or printed provisions, constitute the entirety of the agreement made between the parties, replacing and canceling all proposals or any written or verbal commitments preceding it and all other communications between the parties relating to the content of this contract.

Article 16 – Governing law and jurisdiction

All contractual relationships between WAPPLI and the Client are governed by Belgian law. Any dispute related to the interpretation or execution of the contractual obligations arising therefrom falls under the exclusive jurisdiction of the courts of the judicial district of Hainaut, division of Tournai. However, if the client is a "consumer" within the meaning of Article I. 1,2° of the Economic Law Code, the rules provided in Article 624, 1°, 2°, and 4° of the Judicial Code will apply.

Article 17 – Severability

The nullity of an article of this agreement or of a part of an article does not result in the nullity of the entire agreement.

If an article is entirely or partially null and void, it will be replaced by a valid article that closely resembles the nullified clause in its legal and economic effects, so that the parties can be presumed to have contracted under these conditions.

Article 18 – Miscellaneous provisions

The Client acknowledges having been fully informed by WAPPLI regarding the possibilities of use and specific constraints of the equipment and/or creations subject to the contract or offer. Consequently, the Client waives any recourse against WAPPLI in this regard, particularly for defects in consent.

The failure to exercise any of the rights set forth in these general terms and conditions or to demand strict compliance by the Client with any of the aforementioned obligations or stipulations shall not constitute a waiver by WAPPLI of its right to subsequently require the application of such stipulation or obligation. Such a waiver shall only take effect if expressed in writing.

Version 2.1 of January 18, 2023, of the general terms and conditions of WAPPLI