General Terms and Conditions

GENERAL TERMS AND CONDITIONS

CODE-ON BV, trading under the name 'CODE-ON' (Cfr. 'We'), is a legal person under Belgian law located at Sint Jobstraat 155 A, B-9300 Aalst and registered with company number VAT BE 0832.114.993.

These General Terms and Conditions shall apply to any contract, of whatever nature, arising between CODE-ON and you, the Client. The whole set of documents which further elaborate the contract in a detailed way forms an integral part of the General Terms and Conditions. The General Terms and Conditions are already applicable from the first contact and the offer resulting from it.

CODE-ON reserves the right to modify and/or supplement the Terms and Conditions at any time for future assignments. A future amendment will of course not affect existing orders and the resulting agreements.

1 Between quote and order.

At the request of the future client, we will draw up an individual quotation outlining the assignments requested and the rates and prices applied. Our quotations for the execution of the requested assignments are always drawn up on a time-and-expense basis, unless a fixed price is explicitly indicated. Our price calculations and quotations are only indicative.

Our quotations are valid only with respect to the person(s) to whom the quotation is addressed. A quote has a validity period as stated on the quote itself, or failing that, a validity period of thirty (30) calendar days from the date of dispatch.

The order confirmation signifies the acceptance of the quotation. We then set to work. The order confirmation can be both explicitly and implicitly derived from the mutual communications with the client. An acceptance by means of electronic communication or verbally is equally valid. If the acceptance deviates from the offer included in the quotation, CODE-ON shall not be bound by it, unless expressly agreed by CODE-ON.

Modifications to the original order, such as additional work, are valid only if jointly decided by the Client and CODE-ON. As the Client, you understand and accept that these changes may have a potential impact on the price and time frame. The consequences of these changes shall be entirely at the client's expense. Additional work will be performed on a time-and-expense basis at the hourly rate applicable at the time, unless otherwise agreed by the parties. Additional work shall include, among other things, all requirements, wishes, preconditions or expectations of the Client which were not, or not fully, made known to CODE-ON at the time of entering into the agreement, or which were not made sufficiently clear.

The client has the option to revoke his order acceptance at any time, but this will not affect his original payment obligations and the payment obligation for additional work already performed.

Cancellation of an order by the Client is possible, if CODE-ON has not yet started its work. In case of cancellation, CODE-ON shall be entitled to a compensation of thirty (30%) percent of the agreed price, with an absolute minimum of five thousand (5000) EURO.

The delivery dates communicated are purely indicative and always apply as target dates, unless it has been explicitly agreed in writing that the communicated or agreed dates are of a binding and effective nature. We like to keep the quality of our work high, therefore we have the right to postpone the delivery without this affecting our liability in any way. Should we make use of this, we consider it a best practice to inform you in advance.

2 On the execution of an assignment.

Working with CODE-ON means relying on a solid value with a solid reputation. With years of professional experience and extensive knowledge, we can guarantee that every job is completed to a high standard. The execution is always in accordance with the generally accepted standards and practices of the sector using recent insights and technologies. Every order always concerns an obligation of effort.

CODE-ON shall have the creative and technical freedom to carry out the execution of the assignment according to its own ability and judgment, in accordance with the original assignment or quote. In doing so, CODE-ON may engage the services of specialized third parties as necessary for the proper execution of the assignment. CODE-ON may appoint such third parties at its sole discretion.

Smooth cooperation on the part of the client is necessary to bring an assignment to a successful conclusion; this means performing all reasonably necessary acts required for the proper execution of the agreement. The client understands and accepts that a lack of cooperation may have consequences for the proposed timing and costs. Any consequences will be entirely at the client's expense.

If necessary, the development of an order can be subdivided into partial orders, each of which will be carried out within the agreed time frame. The execution of a subsequent partial task can be made dependent on the explicit and written approval of the principal with respect to the previous delivered partial task. We shall always indicate the term for such approval at the time of delivery. Approval of the partial order will be presumed if the client fails to respond in time. The implementation of late comments will always be considered as additional work.

As soon as the assignment has been completed, we will proceed to final delivery by means of clear communication and (symbolic) handover of the developed products. If the developed products can be qualified as "computer software" the final delivery means the start of a warranty period of one (1) month in which the Customer can report defects. Defects in the functionality must always be ascertainable or reproducible and described in the most detailed manner. Feedback must always be communicated in writing and preferably in a bundled format.

If the order also consists of a long-term service (e.g. support or hosting services), the Customer must refrain from any use that significantly exceeds the use of an average customer of these services, so-called excessive use. We will inform the Client about excessive use and discuss measures that can limit such use. Support services are also limited to the duration of one (1) month. After this period a new offer will be made for continued services.

3 Our rates and payment modalities.

Our rates and prices are always exclusive of VAT and other additional charges, unless otherwise indicated. Our rates and prices include all costs necessary for the proper execution of the agreement, unless explicitly stated otherwise.

CODE-ON may change the rates and prices at any time in case of agreement for services where a period of at least six (6) months has elapsed since the commencement or the most recent revision. The Client shall be deemed to agree to such price revision unless he terminates the agreement by registered letter no later than thirty (30) days after the new rates come into effect. A revision of the base price according to the index figure as stated below shall not be considered a price adjustment and shall therefore not be notified to the principal.

For agreements lasting longer than one (1) year, our applied hourly or daily rates are automatically indexed at the expiry of each annual period according to the consumer price index. The calculation is done according to the formula (base price x new index figure) / initial index figure. The new index figure is the consumer price index for the month of August of the year in which the price is revised. The starting index is the index of the month of August of the year preceding the year of the new index.

In the absence of explicitly defined times, CODE-ON will invoice on a monthly basis. If the client does not agree with the received invoice, you are expected to protest it promptly and with reasons, at the latest until fifteen (15) calendar days after the invoice date. This does not affect any (interim) payment obligations. In the absence of timely protest, the services/invoices are definitively accepted and payment is due.

Our invoices are payable within thirty (30) calendar days from the date of invoice. If payment is not made by the due date, interest at the legal rate for late payment in commercial transactions will be charged, ipso jure and without prior notice of default. As soon as we have sent the first notice of default, a fixed compensation of 10% of the invoice amount will also be payable, with an absolute minimum of €125. This does not prejudice the right to claim compensation for further expenses related to the non-payment. CODE-ON also reserves the right to suspend the further execution of its commitments until the invoices have been paid. Any delay in payment by the Client shall make all sums due immediately due and payable. In this case, the Client may not keep creations made by CODE-ON.

All delivered products shall remain the exclusive property of CODE-ON until the moment of full payment by the Client. The Client undertakes to draw the attention of third parties to this retention of title if this proves necessary.

CODE-ON shall also be entitled to block the access to the delivered products and/or services in whole or in part and temporarily or otherwise, if the Client fails to fulfil one or more of its obligations arising from this Agreement (such as a non-payment or protest of the invoice) without the Client being able to claim a refund of any prepaid fees or any compensation.

Upon acceptance of the assignment, an advance invoice in the amount of twenty (20%) percent of the total value of the assignment may be charged, unless the parties agree otherwise. CODE-ON may condition the commencement of the assignment on receipt of payment of the advance invoice.

4 What about intellectual property rights?

Creative effort also deserves respect; all materials we develop and/or make available in the performance of an assignment are protected by intellectual property rights. These intellectual property rights belong to CODE-ON, our employees and licensors. The Client shall not be permitted to duplicate, commercialize or cause to be commercialized CODE-ON's intellectual property discussed above.

The Client shall, pursuant to this Agreement, acquire the intellectual property rights with respect to the relevant materials whose rights belong to CODE-ON in exclusive use license. This shall occur as soon as all payment obligations in favor of CODE-ON are fulfilled. In any case, the intellectual property rights shall remain with CODE-ON.

All materials created and/or made available by CODE-ON can only be used for the purposes and/or destinations communicated in advance. Consequently, the unauthorized use shall give rise to a new billing in the amount of the standard rate used plus a surcharge of fifty (50%) percent, for each violation detected separately. The client is also responsible for any established unauthorized use by third parties. If any questions remain as to the authorized or unauthorized use, please do not hesitate to contact us.

The Client is not permitted to remove or change any designation concerning the confidential nature or concerning copyrights, software rights, database rights, brands, trade names or any other intellectual property right from the goods.

CODE-ON shall be permitted to make technical provisions for the protection of the Products in order to safeguard its rights or an agreed restriction on use. The Client shall never be allowed to remove or circumvent such technical features.

Finally, we are proud of our client and completed projects. The client understands and accepts that we may at any time make reference to your trade name and/or trademarks as one of our references. Please let us know explicitly if this is unwelcome.

5 Duration and Termination.

The duration of this Agreement is the duration required for the performance of the services discussed, being either definite or indefinite. In case of a fixed-term agreement, it will be tacitly renewed each time for a new term equal to the initially fixed term, unless expressly agreed otherwise. Each party may prevent this automatic renewal by means of a notice of termination upon expiry of the term. Notice of termination must be given by registered letter at least three (3) months before the expiry of the term of this agreement.

In case of an Agreement of indefinite duration, both CODE-ON and the client shall have the right to unilaterally terminate the Agreement at any time by registered mail subject to a notice period of three (3) months, beginning on the day following the date of the registered mail.

Either party may dissolve the Agreement with immediate effect if the other party commits a culpable and serious or repeated breach of the obligations inherent in this Agreement. Shortcomings in the payment obligation and the cooperation obligation by the Client are considered as serious shortcomings. An immediate termination is only possible after the defaulting party has been given a reasonable opportunity to meet its obligations, following a notice of default sent by registered mail. The termination is without prejudice to the possibility of exercising further rights for the damage suffered as a result of a breach.

If either party can no longer meet its obligations under the Agreement due to a state of bankruptcy or judicial reorganization or any other impairment of creditworthiness, each party shall have the right to terminate the Agreement immediately, unilaterally and without further notice by registered mail.

6 What is the state of our liability?

CODE-ON shall be liable only for any imputable serious or repeated minor contractual and/or extra-contractual failure caused to it in the performance of its obligations under this Agreement. Our liability is limited to these cases. In case of an imputable failure, the client must immediately send a registered motivated notice of default upon detection, giving CODE-ON the opportunity to remedy the failure. However, the total of our liability can never exceed the amount of the compensation due to us.

We are only liable for direct damages resulting from our shortcomings. Under no circumstances shall we be liable for any form of indirect damage, such as consequential damage, loss of profits, financial or commercial losses, increase in overheads, increased personnel costs, damage due to loss of clients and the like. Nor shall CODE-ON be liable for any damage, destruction or loss of data or documents.

If the Client's contractual or extra-contractual failure compromises CODE-ON's liability, it shall take all necessary measures to indemnify CODE-ON against any damage it may suffer as a result. CODE-ON shall not be held liable for the use of photographs, fonts, et cetera, supplied and/or approved by Client.

Unforeseeable and insurmountable situations (force majeure) such as, for example, strikes, public unrest, administrative measures and other unexpected events beyond CODE-ON's control, shall release CODE-ON from its obligations for the duration of the nuisance and for their scope, without entitlement to any price reduction or compensation for the Client.

CODE-ON can only be held liable for damages caused by appointed third parties if the error is qualified as fraud, a serious error or a common minor error and if the damaging event happened during the execution of their assignment.

7 Confidentiality.

CODE-ON and the Client confirm that any confidential information coming to their knowledge as a result of this Agreement shall remain confidential at all times. Confidential information is that information which has been communicated to the other party in writing and which has been clearly designated as confidential or information which should reasonably be considered confidential. Any breach of confidentiality shall subject the breaching party to liability. This breaching party also has the obligation to indemnify the other party against any damage resulting from the breach, including taking further (extra)judicial steps.

In particular, the parties expressly point out that even prior information shared between the parties during, among other things, but not limited to, a pitch, also constitutes confidential information.

8 Recruitment.

The Client is prohibited from contracting directly or indirectly with any Appointee of CODE-ON during the period of cooperation with CODE-ON, as well as twenty-four (24) months after the end of such cooperation. The damages suffered by CODE-ON in case of violation shall be contractually fixed at the total gross remuneration excluding employer's fees of the recruited Appointee during a period of twelve (12) months preceding the recruitment, without prejudice to CODE-ON's right to prove and claim the more damages suffered.

9 Provisions about this Agreement.

This agreement is governed by Belgian law. In case of a dispute regarding the execution of the agreement, CODE-ON and the client shall do their utmost to find an amicable solution. Should the dispute nevertheless continue, the courts of the Ghent district shall be competent.

The nullity or invalidity of any provision or part of any provision of these terms and conditions shall not affect the operation of the remaining provisions. The disputed provision shall be deemed to stand alone and not to apply. We have the prerogative to replace the provision in question with a valid provision of similar intent. (Sub-)Titles in this agreement have a purely illustrative value.

We may at any time assign or subcontract our rights or obligations under an agreement to a subsidiary or a third party engaged for that purpose. This can be done without the consent of the client and without any compensation. The third party will be fully responsible for the further performance of the agreement.