DeltaBlue

General Terms & Conditions

DeltaBlue

Version 2.0

Effective from: 24 September 2025

A. DEFINITIONS, INTERPRETATION, SCOPE AND AGREEMENT

1. Definitions

1.1. Account: the account of the End User on the Platform.

1.2. Additional Services: the additional services to be provided by DeltaBlue to Customer as expressly described in the Quote.

1.3. Agreement: the agreement entered into between the Parties in its entirety by means of proper execution of the Quote by authorized signatories of the Parties, of which these GTC are an integral part.

1.4. Confidential Information: all technical, economic, commercial, financial and/or any other information, ideas, knowhow, secrets and trade secrets, (personal) data, personal information, (market) opportunities, strategies, customer data and information including insurance arrangements, customer lists and potential customers, reports and IP, etc. and all other information and documentation that may reasonably be considered confidential, whether in writing (including electronic data) or orally, in any form whatsoever (including the form of models, samples, analyses, compilations, studies, proprietary information, notes, etc.), as well as the derivatives, changes or developments of the Confidential Information. Confidential Information shall also mean the existence and provisions of the Agreement.

1.5. Customer: The legal entity (whether a private or public entity) entering into the Agreement with DeltaBlue.

1.6. DeltaBlue: DeltaBlue NV, a limited liability company incorporated under Belgian law, having its registered office at Kempische steenweg 305 postal box 203, 3500 Hasselt (Belgium) and registered with the Belgian Crossroads Bank of Enterprises under company number 0543.425.375 (RLE Antwerp, section Hasselt).

1.7. Deliverable: such deliverables to be created under the software development services of DeltaBlue to the Customer as detailed in the respective Quote(s).

1.8. End User: an individual (such as but not limited to, an employee, subcontractor, supplier, consultant, etc.) who is authorized by the Customer to access and use the Platform, and who has been given a unique account or identifier.

1.9. EULA: the end-user license agreement which is available at EULA.

1.10. Feedback: shall mean any feedback, comments, suggestions or materials (including, to the extent disclosed to DeltaBlue, any End User modifications) that Customer and/or its End Users may provide to DeltaBlue about or in connection with the Products, including any ideas, concepts, know-how or techniques contained therein. The Customer may provide Feedback in connection with maintenance services under the Agreement or otherwise.

1.11. Force Majeure: any cause beyond a Party's reasonable control and rendering the performance of the Agreement reasonably impossible or more burdensome. That includes without limitation, any of the following: malfunctioning, interruption or failure of the internet or internet connections, act of God, war, acts of terrorism, epidemic, pandemic, government order, fire, flood, explosion, civil commotion or industrial dispute or strike, attacks from hackers, general power outage affecting not only a party or a general breakdown of the network or infrastructure of a party's telecom provider, as well as any unforeseeable and uncontrollable circumstance in which the performance of each parties' obligations under the Agreement becomes reasonably impossible or more burdensome. Force Majeure shall not include any non-observation of financial obligations under the Agreement.

1.12. GTC: these general terms and conditions for products and services.

1.13.Hardware Products: the hardware products sold by DeltaBlue to Customer in accordance with the description of the Quote.

1.14. IP: all intellectual, industrial and other (property) rights, including but not limited to copyright in computer programs, design rights, copyrights, patent rights, Knowhow, trademarks, service marks, database rights, goodwill, protection of Confidential Information, as well as applications for any of the foregoing and all similar rights recognized from time to time in any jurisdiction, together with all rights to take action in connection with the infringement of any of the foregoing.

1.15. Partner: a legal entity that wishes to incorporates one or more of the Products in its own product offering to a Customer and thus intermediates for the entering into the Agreement between DeltaBlue and the Customer.

1.16. Part(y)(ies): individually DeltaBlue or Customer and collectively DeltaBlue and Customer.

1.17. Platform: the cloud platform developed by DeltaBlue, consisting of Software, to which End User has access to off-premises or on-premises.

1.18. Platform Services: the services provided by DeltaBlue through the Platform, including: access to platform-based software; provision of development and runtime environments (such as databases and containers); infrastructure services (including compute, storage and networking); infrastructure usage and performance monitoring; API-based integrations; usage-based and subscription-based billing models; data security and data processing provisions; and other related platform functionalities.

1.19. Products: the Hardware Products, Software Products, Platform Services and Additional Services collectively as the case may be.

1.20. Quote: means an offer containing an overview of DeltaBlue products and/or services, which is consultable or made available through contact with a DeltaBlue representative, via the internet, via email or via the Platform.

1.21. SLA: the Service Level Agreement related to hosting services and which is available at Service Level Agreement.

1.22. Software Products: means all software products of DeltaBlue, either owned or licensed by DeltaBlue from third parties.

2. Scope

These GTC apply to all present and future agreements, quotes, offers and orders between DeltaBlue and the Customer, unless expressly agreed otherwise in writing. These GTC form an integral part of the Agreement. By accepting a Quote from DeltaBlue or placing an order for products and/or services of DeltaBlue or gaining access to the Platform, the Customer acknowledges and confirms that they have reviewed and accepted these GTC in advance. The Customer expressly waives the application of its own terms and conditions, regardless of how they are formulated. Any terms and conditions deviating from these GTC, or any supplementary terms, shall only be enforceable against DeltaBlue if expressly confirmed by DeltaBlue in writing. DeltaBlue reserves the right to change these GTC, provided that the Customer was notified in advance. The Customer confirms that it is acting in a professional capacity and not as a consumer under applicable consumer protection laws.

3. Conclusion and modification of the Agreement

3.1. All Quotes and offers made by DeltaBlue, regardless of their form, are non-binding for DeltaBlue unless expressly stated otherwise in writing. The Customer warrants and guarantees the accuracy and comprehensiveness of the information it provides to DeltaBlue and on which DeltaBlue has based its Quote or offer.

3.2. Only:

3.2.1. the proper execution of the Quote by authorized signatories of the Parties; or

3.2.2. by activating or using any Platform Service, whether through DeltaBlue's web portal or other means (in which case the End User acknowledges and agrees on behalf of the Customer to the applicable costs, the billing model (usage-based or subscription-based), and the terms and conditions governing such Platform Service(s)) shall conclude the Agreement.

3.3. The Customer is required to carefully review each Quote sent by DeltaBlue. Any inaccuracies must be reported to DeltaBlue in writing. 3.4. The Customer agrees that the digital acceptance of the SLA has the same legal value as a physical wet ink signature.

3.5. Obvious errors or mistakes in Quotes or offers release DeltaBlue from its obligation to perform and/or any liability for damages, even after the Agreement has been concluded.

3.6. Properly executed Quotes are binding on the Customer. The Customer must submit a written request to DeltaBlue if it nevertheless wishes to (partially) cancel a Quote. DeltaBlue reserves the right to refuse a cancellation request (e.g. if performance of the Quote has already been started and/or if the Quote does not concern a stock item). The Customer is obligated to accept the Quote and pay the price in full if the request for cancellation is refused.

3.7. If DeltaBlue agrees to the cancellation request in writing, DeltaBlue shall be entitled to a fixed amount of compensation equal to 25% of the price of the products (excluding VAT, without deduction of advance payments already made), to cover damages suffered and administrative costs. These provisions do not prejudice DeltaBlue's right to prove any higher amount of damage or demand performance of the Agreement.

4. Interpretation

4.1. No provision of this Agreement shall be interpreted adversely against a Party solely because that Party was (also) responsible for drafting that particular provision.

4.2. Clause and paragraph headings shall not affect the interpretation of this Agreement.

4.3. References to one gender include all genders and references to the singular include the plural and vice versa. 4.4. References to a Party include that Party's successors and assigns.

4.5. The English version of the Agreement shall always be the binding version and any translation of the Agreement shall always have a mere indicative value. 4.6. English words used in this Agreement are intended to describe Belgian legal concepts only and the consequences of the use of those words under any laws other than Belgian law shall be disregarded. References to any Belgian legal term shall, in respect of any jurisdiction other than Belgium, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction. Unless expressly provided otherwise in the Agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

4.7. The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them. 4.8. The Customer acknowledges and represents to possess minimum knowledge to make use of the Products and to understand the technical jargon mentioned in the agreements and other documentations and, if necessary, to have been informed by DeltaBlue about the current scope of the used jargon.

B. CONDITIONS RELATED TO DELIVERY OF HARDWARE PRODUCTS

5. Delivery

5.1. Unless agreed otherwise in writing, the Hardware Products shall be delivered in accordance with the applicable ICC INCOTERM (2020) “Ex Works” (DeltaBlue's business address). Where the Customer refuses to accept the Hardware Products at the agreed time, makes it impossible or unreasonably difficult to take receipt of them or fails to provide information or instructions necessary to deliver it, DeltaBlue shall have the right to store the Hardware Products at the Customer's expense and risk without prejudice to DeltaBlue's right to terminate the Agreement. The Hardware Products are deemed to be delivered from the moment DeltaBlue has notified the Customer that the Hardware Products are ready to be collected or dispatched as the Customer instructs. All risks relating to the delivered Hardware Products transfer to the Customer from the moment of delivery.

5.2. Notwithstanding clause 5.1. of these GTC, if it is expressly agreed that DeltaBlue arranges for the Hardware Products to be transported, the Customer shall bear both the costs and risk of loss or damage during transport unless it is expressly stipulated otherwise and DeltaBlue shall merely act as an agent of Customer. In such case, it is also the Customer's responsibility to unload the Hardware Products, unless stipulated differently in writing. Where the parties agree that DeltaBlue is responsible for unloading or loading the Hardware Products, the Customer shall ensure that the place of delivery is easily accessible and that the necessary persons are present during the delivery to provide any information required by or useful for DeltaBlue to unload the Hardware Products. In any event, DeltaBlue can only be obliged to deliver the Hardware Products at ground level. DeltaBlue has the right to refuse delivery if this obligation is not fulfilled. DeltaBlue is in such case entitled to compensation for all costs incurred, including shipping and labour costs.

5.3. In its offers, price quotations, agreements or otherwise, DeltaBlue states the delivery period to the best of its ability. That deadline shall be respected as far as possible, taking into account the availability of the Hardware Products concerned. The Customer acknowledges that the delivery period stated is purely indicative unless expressly agreed otherwise. DeltaBlue's non-compliance with the indicative deadline may under no circumstances give rise to termination of the Agreement or to any right to compensation.

5.4. Partial deliveries are allowed at all times. Delay by the Customer in making agreed advance payments on the price may lead to a corresponding delay in delivery.

5.5. If the time or place of delivery or the circumstances for delivery are changed at the Customer's request or if the Customer provides incorrect information in this regard, DeltaBlue shall be entitled to payment of the corresponding additional costs and fees, as the case may be.

6. Warranty

6.1. The Customer acknowledges and accepts that Hardware Products are always sold with their inherent characteristics, which may include, but are not limited to, colour variations, minor imperfections, (minimal) deviations in dimensions, composition or texture, etc. These characteristics do not render the Hardware Products to be of inferior quality or defective. Examples or samples of the Hardware Products only offer an approximate representation of the product and are never binding. In addition, all specifications in Quotes or offers, as well as in the accompanying attachments such as images, drawings, weight, colour, dimensions and other data, are indicative and approximate. Deviations inherent to a product's properties are not DeltaBlue's responsibility or risk.

6.2. Where DeltaBlue (or DeltaBlue's supplier) grants a warranty to the Customer with regard to the Hardware Products it delivered or is to deliver, it shall expressly inform the Customer accordingly in writing. If there is no such express written notification, the Customer shall not be able to invoke any warranty, yet this shall not prejudice his legal rights arising from mandatory provisions laid down by law. The Customer acknowledges and accepts that any warranties or guarantees for any (accessory) Hardware Products that DeltaBlue purchased from an external manufacturer or supplier are limited to those provided by such external manufacturer or supplier.

6.3. All DeltaBlue's warranty obligations shall lapse if the defects or imperfections in the delivered Hardware Products claimed by the Customer are the result of (i) incorrect, careless or incompetent use or management of the Hardware Products by the Customer, its representatives or third parties; (ii) a modification of the delivered Hardware Products to which DeltaBlue has not agreed is made by the Customer, its representatives or third parties; (iii) external causes such as, but not limited to, substances such as acid or chemical reagents.

7. Complaints, remedies and liability

7.1. The Customer is obliged to (have someone) inspect the Hardware Products immediately upon delivery. That means that the Customer must thoroughly and accurately (have someone) check whether the Hardware Products satisfy the Agreement in all respects, in particular whether the correct Hardware Products and correct quantity have been delivered, whether there is any (non-)conformity and what the condition of the delivered Hardware Products is. Subject to the penalty of forfeiting a complaint, it must be reported to DeltaBlue in writing, include an accurate description of the nature of the defect and sent by registered letter and email immediately after said inspection and at the latest within twenty-four (24) hours after the Hardware Products have been received.

7.2. Complaints regarding hidden defects (including those covered by the manufacturer's or supplier's warranty - which have been negotiated directly with the Customer) that are discovered within six (6) months after the Hardware Products have been delivered, must be reported to DeltaBlue by registered letter and email no later than eight (8) calendar days after the defect was or should reasonably have been discovered. The notification must include a detailed description of the defect and all relevant details (including order and invoice number). Any complaint filed after this period shall be inadmissible under all circumstances. The use or resale of the Hardware Products excludes any liability on DeltaBlue's part. No complaint or dispute of whatever nature shall ever entitle the Customer to suspend fulfilling his obligations vis-à-vis DeltaBlue or to cancel the entire Quote or delivery. In the event of a justified and timely complaint, DeltaBlue's maximum liability shall be limited to replacing the Hardware Products found to be defective free of charge or reimbursing the price of such defective Hardware Products.

7.3. To the extent permitted by applicable law, DeltaBlue's liability for the delivery of Hardware Products shall never exceed the price actually paid by the Customer for the Hardware Products causing the damage, except in cases of wilful misconduct or gross negligence on the part of DeltaBlue or its auxiliary persons or, except in the case of Force Majeure, failure to fulfil its essential obligations under the Agreement. This limitation of liability shall be valid, irrespective of whether the act, omission or negligence is due to DeltaBlue itself or its personnel or subcontractors, and irrespective of the applicable liability regime, including, without being limited to contractual liability, tort, criminal liability or objective liability.

8. Retention of title

8.1. All Hardware Products delivered or to be delivered by DeltaBlue shall remain DeltaBlue's property under all circumstances as long as the Customer has not settled any claim initiated by DeltaBlue, such as in any case of a claim for payment of the full price of the Hardware Products (plus any interest and additional amounts).

8.2. As long as ownership has not been transferred to Customer, the Customer may not modify, pledge to third parties, otherwise encumber or transfer all or part of the Hardware Products delivered under retention of title, except to the extent that such transfer is made within the framework of the ordinary course of the Customer's business. Moreover, the Customer is liable for keeping the Hardware Products concerned in good condition and assumes the duties and responsibility of custodian of the delivered Hardware Products. Consequently, the Customer undertakes to store and safeguard the Hardware Products in an appropriate and clean place according to the highest standards and safety norms applicable in the industry.

8.3. Where circumstances require as much, e.g. if the Customer is declared bankrupt or if a third party seeks to seize the Hardware Products or has seized them, the Customer shall notify such third parties (e.g. a curator or creditors) of DeltaBlue's ownership of the Hardware Products by registered letter. The Customer shall immediately notify DeltaBlue of such cases by registered letter.

8.4. Where the Customer fails to fulfil its payment obligations towards DeltaBlue or DeltaBlue has good reason to fear that the customer shall not fulfil such obligations, DeltaBlue has the right to repossess the Hardware Products delivered under retention of title. The Customer shall ensure that - if necessary on behalf of a third party (buyer) or custodian - following a mere request, it shall communicate to DeltaBlue where the Hardware Products are located and that, if DeltaBlue so requests, it shall return the Hardware Products to DeltaBlue at its own expense and risk. The Customer is obliged to provide all the necessary cooperation to that effect. To the extent necessary, DeltaBlue is hereby given an irrevocable mandate to repossess the Hardware Products, as well as a mandate to enter the necessary premises for that purpose.

C. CONDITIONS RELATED TO DELIVERY OF SOFTWARE PRODUCTS

9. Scope

9.1. DeltaBlue may offer certain Software Products to the Customer, for which the applicable terms and conditions shall be described in the respective Quote(s) and in the documentation of the licensor(s) of those Software Products. The Customer warrants and represents that it shall at all times comply with the terms and conditions set forth in those Quote(s) and the documentation of the licensor(s) of the Software Products.

9.2. The Customer and its End Users obtain a limited license to use the Software Products subject to the applicable terms and conditions. The Software Products are not sold to the Customer. The Customer may not resell or make available the Software Products to any third party, or otherwise commercially exploit the Software Products. The Customer's and its End Users' rights related to the Software Products is strictly limited to those granted in the respective Quote(s) and the documentation of the licensor(s) of the Software Products.

D. CONDITIONS RELATED TO ACCESS TO THE PLATFORM

10. Access to the Platform

10.1. Subject to the terms and conditions of the Agreement, DeltaBlue grants the Customer a non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Platform, solely within the Customer internal organization for its own business purposes, on devices owned or controlled by the Customer. Any right not specifically licensed to the Customer under this Agreement, is reserved by DeltaBlue.

10.2. The Customer's right to use the Platform shall be limited to the number of End Users, as specified in the EULA. The Customer is responsible for the compliance of its End User(s) with the terms and conditions of the Agreement and the EULA. To that end, Customer shall conclude an agreement with its End Users, with at least the terms as specified in the EULA, to ensure that the End Users shall meet the requirements of the Agreement.

10.3. Each End User needs to use its Account in order to use the Platform. The Customer agrees to provide DeltaBlue with accurate, timely information about the End User(s) and to update this information so that it remains current. The Customer shall not provide DeltaBlue with false information about the End Users' identity or otherwise misrepresent the End Users' identity to DeltaBlue. DeltaBlue shall only use personal data of the End Users for the purposes for which DeltaBlue has the information at its disposition, and in a manner consistent with this Agreement and the data processing agreement between the Parties.

10.4. The Customer shall, during the duration of the Agreement, to the extent reasonably possible implement and maintain adequate security measures to safeguard the Platform from unauthorized access, use, reproduction or disclosure and shall maintain accurate written records of the names of all End Users who have had access to the Platform. The Customer shall notify DeltaBlue immediately if it becomes aware of any unauthorized use or disclosure of the Platform, and shall give full cooperation, at its own expense, to minimize the effects of such unauthorized use or disclose.

11. Prohibited use of the Platform

11.1. When using the Platform the following prohibitions apply:

11.1.1. The Customer shall not copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify, translate or alter any part of the Platform in any way whatsoever;

11.1.2. The Customer shall not perform an action with the intent of introducing any viruses, worms, defects, trojan horses, malware or any items of a destructive nature to the Platform;

11.1.3. The Customer shall not use the Platform in a manner that could cause harm, damage or loss to any individual, or otherwise harm, defame, abuse, harass or threaten others or allow or encourage any third party to do so;

11.1.4. The Platform has protection mechanisms designed to manage and protect DeltaBlue's rights and the Propriety Rights of its licensors. The Customer shall not modify or alter these mechanisms or try to circumvent them; and

11.1.5. The Customer shall not use the Platform in any manner or for any purpose that may violate any law or regulation, or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, harmful, or contains viruses, or infringes or may infringe Intellectual Property or other rights of DeltaBlue, its licensors or any individual or entity.

11.2. The Customer shall not attempt to gain access to DeltaBlue's private system areas or to other areas within the Platform, to which you are not expressly permitted access. Accounts registered by “bots” or other automated methods are not permitted.

12. Term and termination of the Platform Services

12.1. The term and termination for convenience modalities of the Platform Services are described in the Account and/or on the Platform.

12.2. In the event that DeltaBlue terminates the Platform Services, the Customer may request a longer notice period if such an extension is operationally necessary to facilitate the transition of services to another provider. Such request must be made in writing and may only be granted if, at the time of the request, the Customer is in full compliance with all terms of the Agreement, including its payment obligations for the Platform Services. If the Customer wishes to make use of the extended notice period, a tailored service agreement shall be entered into with DeltaBlue, in which all terms and service levels regarding the services during the extended notice period shall be set forth in writing. The Customer acknowledges accepts that DeltaBlue will charge additional fees for the extended notice period (subject to the provisions of the aforementioned service agreement), which must be paid prior to the extended notice period. DeltaBlue reserves the right to make the provision of any services during the extended notice period conditional upon prior invoicing and advance payment. No such extended services shall be provided unless payment has been received in full in accordance with the issued invoice.

12.3. DeltaBlue may take technical measures that restrict access to the Platform, with immediate effect, if the Customer or its End User(s) fail to comply with the terms and conditions of the Agreement.

13. Warranty and indemnity

13.1. The Platform and any third party content accessible in connection therewith are provided “as is” and “as available”, and, except as expressly provided herein, without warranties of any kind. To the fullest extent permissible by applicable law, DeltaBlue disclaims all such warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Unless otherwise expressly declared in writing by DeltaBlue and without limiting the generality of the foregoing, DeltaBlue and its suppliers make no representation, warranty or guaranty (1) as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Platform or any content therein or generated therewith, and (2) that (a) use of any Platform shall be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) the Platform shall meet the Customer's requirements or expectations, (c) any stored data shall be accurate or reliable or that any stored data shall not be lost or corrupted, (d) errors or defects shall be corrected, or (e) the Platform is free of viruses or other harmful components. Without limiting the foregoing, to the maximum extent permitted by applicable law, DeltaBlue and its suppliers shall not be liable for delays, interruptions, service failures and other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of DeltaBlue. The Customer may have other statutory rights. However, to the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the mandatory warranty period.

13.2. The Customer is solely responsible for the activity that occurs on the accounts of its End Users. DeltaBlue does not guarantee the security of any information transmitted to or from DeltaBlue.

13.3. Through the use of web services and application programming interfaces, the Platform Services may interoperate with a range of third party service features. DeltaBlue does not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, DeltaBlue may cease to make available that feature to the Customer. To avoid doubt, if DeltaBlue exercises its right to cease the availability of a third party feature, the Customer is not entitled to any refund, discount or other compensation.

14. Verified payment methods

The Customer is required to choose and utilize one of the verified payment methods as indicated in the Account. The chosen verified payment method must be issued in the name of the Customer or an authorized representative. The Customer is responsible for ensuring that its chosen verified payment method remains up to date and ensuring sufficient available credit to cover expected transactions. In the event that the chosen verified payment method expires or is declined, the Customer must choose a different valid verified payment method within five (5) business days. If the Customer fails to do so, DeltaBlue reserves the right to suspend access to the Platform and the Platform Services, in whole or in part.

E. CONDITIONS RELATED TO THE PROVISION OF ADDITIONAL SERVICES

15. Scope

15.1. DeltaBlue may offer certain Additional Services to the Customer, for which the applicable terms and conditions shall be described in the respective Quote(s).

15.2. If the Quote(s) provide for the delivery of software development services to the Customer, those services shall be performed in accordance with the methodology, delivery times and acceptance conditions set forth in those Quote(s).

15.3. Except as otherwise provide in the Quote, DeltaBlue shall notify the Customer in writing of the availability of a Deliverable for testing, after which Customer may inspect and test the Deliverable to determine whether it complies with the specifications set forth in the Quote. Any Deliverable not rejected with objective motivation and in writing by Customer within seven (7) business days from said notification shall deemed accepted and shall be fully paid by Customer. If any Deliverable is rejected, Customer shall provide DeltaBlue with reasonably detailed written notice of the rejection and motivate it. The Parties determine the final terms and conditions for correcting deficiencies in the Quote. Notwithstanding the foregoing, full acceptance of a Deliverable shall be deemed to have occurred if Customer makes productive use of the Deliverable, i.e. uses the Deliverable in its business activities or otherwise actively uses the Deliverable.

15.4. Any Additional Services to be provided to the Customer and which are specifically described in the Quote shall be invoiced to the Customer in accordance with DeltaBlue's applicable prices (time and materials). The Customer acknowledges and agrees that the Additional Services may comprise the additional delivery of software or data and shall automatically download and install updates on irregular intervals when DeltaBlue deems it necessary to enable an optimal service provision. Those updates and upgrades are designed to improve, to further develop the Additional Services, to remove bugs, to install new versions or to adapt the Additional Services to the needs of the Customer. They are specific to the nature of the Additional and necessary for a continuous service performance. DeltaBlue shall inform the Customer using commercially reasonable efforts regarding the aforementioned and shall take into account any finite budgets if the Customer makes express objections in that regard. The Customer acknowledges and represents that in the event of express refusal of the implementation of updates or upgrades, optimal delivery of the relevant Additional Services cannot be guaranteed.

F. COMMON TERMS AND CONDITIONS

16. Prices

16.1. The prices of the Products are indicated on the Platform or in the respective Quote. All prices are in euros and exclusive of VAT, taxes, duties and costs such as, but not limited to, transport or relocation costs (where applicable), packaging costs and any other costs.

16.2. DeltaBlue shall be entitled to review the prices for the Products when changed market conditions result in a demonstrable increase in the objective cost parameters used as the basis for the calculation of those prices, including but not limited to raw material prices, labour costs, energy costs, production costs, transport costs, the impact of amended laws or regulations. DeltaBlue shall inform the Customer in writing one (1) calendar month prior to any intended modification of those prices. In the event that a price increase is implemented which exceeds ten (10) percent of the previous price and the Customer would not agree with the amended prices within ten (10) business days after the notification thereof to the Customer, the Customer shall be entitled to terminate the Agreement with a notice of thirty (30) days.

17. Payment

17.1. All DeltaBlue's invoices must be paid within thirty (30) days of the invoice date unless otherwise agreed in writing.

17.2. Under no circumstances does the Customer have the right to set off amounts owed or allegedly owed by DeltaBlue against amounts charged by DeltaBlue.

17.3. DeltaBlue shall at all times be entitled to either deliver and invoice the entire delivery or invoice partial deliveries for each separate delivery. DeltaBlue has the right to invoice at any time, including by means of advance payment invoices. DeltaBlue has the right to rescind the Agreement if an advance payment is refused. In such a case, the Customer is liable for any resulting damage.

17.4. Invoices that are not disputed by registered letter within eight (8) calendar days from the invoice date shall be deemed to have been accepted by the Customer without reservation.

17.5. In accordance with the Act of 2 August 2002 on combating late payment in commercial transactions, the Customer shall automatically and without notice owe interest on the outstanding invoice amount from the due date of the invoice in the case of any late payment, even if such is partial. Interest is calculated on a day-to-day basis. In the event of late payment, the Customer shall also owe a fixed amount of compensation for damages of ten (10) percent of the outstanding invoice amount, with a minimum of EUR 250, to cover matters such as collection costs incurred by DeltaBlue, without prejudice to DeltaBlue's right to prove and claim higher compensation if the actual damage is higher.

17.6. Late payment, incomplete payment or non-payment of a single invoice due shall make any other invoice not yet due and payable immediately due and payable.

17.7. Where the Customer reasonably disputes any part of an invoice issued by DeltaBlue, it shall notify DeltaBlue thereof in writing within five (5) calendar days after invoice date, identifying which invoice the dispute relates to, the nature of and reasons for the dispute and the total amount in dispute. In such case the Customer shall pay any undisputed amount due under the invoice and the Parties shall cooperate in good faith to resolve the dispute. If it is subsequently agreed or determined that some or all of the disputed amount is due, the period for payment of that amount shall run from the date on which such agreement or determination is reached. If disputed amounts cannot be resolved amicably between the Parties within fifteen (15) days from the notification of the dispute to DeltaBlue, then Parties shall proceed with the dispute resolution procedure as set forth in the Agreement.

17.8. Any advance payments made remain acquired by DeltaBlue and shall not be refunded.

18. Suspension

18.1. DeltaBlue may suspend its obligations under the Agreement with immediate effect, without compensation or liability and without prior notice in the following events:

18.1.1. If the Customer or any of its End Users do not comply with the provisions of the Agreement (in particular payment obligations);

18.1.2. use of the Products in a manner that compromises security, availability, or integrity of DeltaBlue's systems or those of its other customers, including but not limited to incidents involving unauthorized access, data breaches, or malware propagation;

18.1.3. involvement in unlawful activities by means of the Products, such as sending unsolicited messages (spam), hosting prohibited content, or violating third-party rights;

18.1.4. subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

18.1.5. the delivery of the Products is prohibited by applicable law;

18.1.6. any supplier of DeltaBlue has suspended or terminated DeltaBlue's access to or use of any third-party services or products required to deliver the Products.

18.2. Such suspension shall not entitle the Customer to any compensation, and shall remain in effect until the breach has been remedied or the Agreement terminated.

19. Term, termination and default

19.1. The term and termination for convenience modalities of the Agreement shall be described in the respective Quote(s) and/or on the Platform. In the event that no term is specified and unless the nature of the obligations under the Agreement requires otherwise, the Agreement is entered into for an indefinite term where either Party may the Agreement terminate the Agreement for convenience by giving not less than 30 days prior written notice of termination to the other Party.

19.2. DeltaBlue may terminate the Agreement and cease Customer's and End-Users' access to the Products with immediate effect, without compensation or liability and without prior notice in the following events, if the Customer and/or its End User(s):

19.2.1. commits a breach of any provision of the Agreement, and such breach is not:

19.2.1.1. remedied within fourteen (14) days upon receipt of a notice requesting to remedy the breach; or 19.2.1.2.capable of being remedied;

19.2.2. uses the Products in a manner that compromises security, availability, or integrity of DeltaBlue's systems or those of its other customers, including but not limited to incidents involving unauthorized access, data breaches, or malware propagation;

19.2.3. is involved in unlawful activities by means of the Products, such as sending unsolicited messages (spam), hosting prohibited content, or violating third-party rights;

19.2.4. subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

19.2.5. the delivery of the Products is prohibited by applicable law;

19.2.6. any supplier of DeltaBlue has suspended or terminated DeltaBlue's access to or use of any third-party services or products required to deliver the Products

19.3. Upon termination of the Agreement for whatever reason, the Customer shall not be entitled to credits or refunds except as otherwise expressly agreed upon.

19.4. All payment and other obligations accrued as of the date of any expiration or termination of this Agreement. The provisions of the Agreement which by their nature are intended to continue to have effect even after the termination or expiry of the Agreement, shall continue to exist upon termination or expiry.

20. Force Majeure

20.1. Neither Party shall be liable to the other Party for any event of Force Majeure shall be obliged to perform its obligations under the Agreement. The Party claiming Force Majeure (the "Affected Party") shall give written notice to the other Party without unreasonable delay after the Affected Party first became aware (or should have become aware) of any such event of Force Majeure and the delay in performance of the Agreement caused by such event. Failure to give such notice within fourteen (14) calendar days of the event of Force Majeure shall preclude the Affected Party from claiming that an event of Force Majeure has occurred.

20.2. Any notification pursuant to this article shall include a detailed description of the obligation(s) affected by such event of Force Majeure as well as details of any transitional plans, alternative or other mutually agreed means which the Affected Party may use to minimize the effects of the event of Force Majeure.

20.3. Notwithstanding the foregoing, the Affected Party shall use reasonable endeavours to mitigate the effect of the event of Force Majeure on the performance of its own obligations and shall continue with the performance of the Agreement if it is not terminated when and to the extent that such event of Force Majeure ceases.

20.4. In the occurrence that an event of Force Majeure maintains for a period of more than three (3) continuous calendar months, the Parties shall be entitled to terminate the Agreement, as the case may be, by written notice to the other Party, without any compensation being due for such termination.

21. Customer obligations

21.1. The Customer is responsible for providing the necessary and useful information and IT assets to enable DeltaBlue to provide the Products. The Customer acknowledges and represents to possess the necessary information and documentation to that effect.

21.2. The Customer shall obtain, possess and maintain at its own costs the authorizations, licenses and registrations and/or permits, which are necessary to conduct its activities and to use the Products. The Customer shall respect the conditions detailed in such authorizations, license or permit.

21.3. The Customer must communicate an active email address to DeltaBlue and keep that address up-to-date to facilitate official communication between the Parties.

21.4.The customer remains at all times responsible for the information and data available on its website, server(s) or applications.

21.5. The Customer must notify DeltaBlue immediately in writing about planned maintenance of its systems which could disable, interrupt or in any way interfere with the Products. During the maintenance performed by the Customer, no guarantee or warranty applies for the Products.

21.6. Unless otherwise agreed, the Customer is responsible to keep the used applications safe, up to date and spam free.

22. Partner obligations

22.1. In the event that a Customer enters into the Agreement with DeltaBlue through the intermediation of a Partner, the Partner warrants and represents that the Customer has read, understood and accepted these GTC and the terms of the Agreement.

22.2. In the event that a Customer enters into the Agreement with DeltaBlue through the intermediation of a Partner and the Customer and/or the End User(s) do not comply with the obligations of the Agreement, the Partner shall be jointly and severally liable with the Customer.

22.3. In the event where the Partner acts as the Customer on behalf of one or more end-customers and the Partner does not comply with its payment obligations under the Agreement, DeltaBlue shall be entitled to claim payment from the end-customer(s) themselves. The Partner warrants and guarantees that it shall include this third-party right for the benefit of DeltaBlue in its agreements with the end-customer(s) and shall perform all necessary actions to enable DeltaBlue to enforce that right.

23. Liability and indemnity

23.1. DeltaBlue shall perform the Agreement in accordance with Belgian law, exercising reasonable care, skill and diligence and using suitably skilled, experienced and qualified personnel.

23.2. Except as otherwise expressly stated in the Agreement and subject to applicable laws, DeltaBlue's obligations under the Agreement are obligations of means (“middelenverbintenis”/”obligation de moyen”) and DeltaBlue shall take all reasonable measures to ensure the availability of the Products “as is” but does not guarantee their uninterrupted availability. The Products may be unavailable, as the case may be, in the event of (i) maintenance, (ii) development, (iii) third party interference (e.g., due to DDoS attacks), and (iv) Force Majeure. DeltaBlue shall use reasonable efforts to alert the Customer of upcoming unavailability (insofar as possible). In the aforementioned circumstances, DeltaBlue cannot be held liable for the unavailability of the Products.

23.3. DeltaBlue does not guarantee the quality of its Products in the case of abnormal or incorrect use, modification of the Products by the Customer, poor storage conditions at the Customer's, etc. DeltaBlue can never be held liable for the use of the Products by the Customer or its End Users and the Customer shall indemnify and hold harmless DeltaBlue for any third party claims and for any costs DeltaBlue incurs to related to Customer or its End Users' use of the Products.

23.4. To the extent permitted by applicable law, DeltaBlue shall not be liable for any indirect or consequential damages, including but not limited to loss of profits, loss of goodwill, loss of revenue, loss of turnover, loss of business, reputational damage, loss of opportunities, business interruptions or loss of anticipated savings.

23.5. The responsibility and liability for loss of data or any losses arising from or caused by the loss, interruption or corruption of when using the Platform Services, is shared between DeltaBlue and the Customer in accordance with the industry-compliant “Shared Responsibility Model” (security of the cloud versus security in the cloud) and depends on the specific Platform Service(s) provided by DeltaBlue to the Customer. In summary, DeltaBlue can only be held liable for any loss of data or any losses arising from or caused by the loss, interruption or corruption insofar as DeltaBlue is directly responsible for ensuring the security of the data when performing the specific Platform Service(s). A full breakdown of DeltaBlue's “Shared Responsibility Model” per specific Platform Service may be consulted via the following hyperlink: Shared Responsibility Model

23.6. To the extent permitted by applicable law, DeltaBlue's liability under the Agreement for the Products excluding Hardware Products shall never exceed the sum of the amounts actually paid by the Customer for the Products causing the damage during a period of six (6) months preceding the damage, except in cases of wilful misconduct or gross negligence on the part of DeltaBlue or its auxiliary persons or, except in the case of Force Majeure, failure to fulfil its essential obligations under the Agreement. This limitation of liability shall be valid, irrespective of whether the act, omission or negligence is due to DeltaBlue itself or its personnel or subcontractors, and irrespective of the applicable liability regime, including, without being limited to contractual liability, tort, criminal liability or objective liability.

23.7. Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of any act or omission by the other Party under or in connection with the Agreement.

23.8. To the extent permitted by law, DeltaBlue's auxiliary persons (in particular, the natural persons or legal entities upon whom or which DeltaBlue relies to fully or partially perform the Agreement, including but not limited to employees, self-employed service providers, (sub)contractors, managers and/or representatives) shall not be liable for any damage arising from fulfilment of their duties in connection with the Agreement. The extent to which DeltaBlue's liability is limited or excluded also expressly applies to the liability of DeltaBlue's auxiliary persons. Without prejudice to the above, the Customer must address any liability claim relating to an Agreement in respect of DeltaBlue's auxiliary persons directly to DeltaBlue.

23.9. The Customer shall indemnify and hold harmless DeltaBlue against any third party claim and any damages, losses or costs incurred by DeltaBlue and which are caused by the non-compliance of the Customer or its End Users with the provisions of the Agreement.

24. IP

24.1. IP vested with a Party prior to the entry into force of the Agreement or which are created by a Party outside the scope of this Agreement (without using Confidential Information of the other Party) shall remain vested with said Party. No provision in this Agreement shall be construed as an assignment of IP or any rights thereto.

24.2. Title to, interest in and ownership of the IP to the Products shall remain vested with DeltaBlue and/or its licensors. The Customer acknowledges and agrees DeltaBlue's or its licensors' ownership of the foregoing rights and shall acquire no, and shall purport to grant no, proprietary rights, title or interest in any of the foregoing. The Customer shall not dispute that ownership as it exists at the execution of the Agreement.

24.3. The Customer commits not to conduct either directly or indirectly any development of its own in the domain of the Products, to reverse engineer, reverse compile, decrypt, dissect, dismantle or otherwise attempt to derive the source code of the Products or the object of the Agreement.

24.4. The Customer shall indemnify and hold harmless DeltaBlue against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, damages and negative consequences arising from any infringement of any (intellectual property) rights of a third party by reason of the Customer's or any of its sub-licensee's use of the Products.

24.5. In the event that a claim is made against the Customer related to an infringement in respect of the Products themselves of any third party intellectual, industrial or other right, or a breach of DeltaBlue's obligations related to IP under this Agreement, the Customer shall immediately inform DeltaBlue of such infringement or breach whenever it becomes aware of the alleged infringement or breach. The Customer shall not be entitled to take any steps or measures in relation to the claim without DeltaBlue's prior written consent.

24.6. In the event of violation of this clause of the GTC, the Customer shall pay to DeltaBlue liquidated damages equal to one-hundred thousand (100.000,00) EUR per violation, without prejudice to DeltaBlue's right to prove and claim its actual higher damage. Parties undertake to promptly notify the other Party of any act of unfair competition, illegal trade practices or piracy, or infringement of IP that may be discovered. Parties shall not take any action with regard to such acts without the prior consent of the other Party whose IP is infringed.

24.7. The Customer hereby grants DeltaBlue a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify or otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Products. The Customer agrees that DeltaBlue may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback shall be deemed Customer's Confidential Information, and nothing in the Agreement limits DeltaBlue's right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.

25. Confidentiality

25.1. Each Party shall protect the Confidential Information received from the other Party to prevent the unauthorized use, dissemination or publication of the Confidential Information, by using the same degree of care, but no less than a reasonable degree of care, as it uses to protect its own confidential information of a like nature. Confidential Information shall only be used to the extent needed for the performance of this Agreement and the Confidential Information shall only be disclosed to the receiving Party's own and its affiliated entities' personnel:

25.1.1. who have a reasonable need to know the Confidential Information for purposes of performing its obligations under the Agreement; 25.1.2. who are aware of the confidential nature of the information; and

25.1.3. who are bound by confidentiality obligations at least as stringent as the ones provided for in this article.

25.2. Information shall not be deemed Confidential Information, and the receiving Party shall have no obligations under this article with respect to any information which the receiving Party can prove:

25.2.1. is already in the public domain or becomes available to the public through no breach of the Agreement by the receiving Party; or

25.2.2. was already in the receiving Party's possession prior to the receipt from the disclosing Party, without any obligation of confidentiality; or

25.2.3. is received by the receiving Party from a third party free to disclose such information to the receiving Party; or

25.2.4. is independently developed by receiving Party without using the disclosing Party's Confidential Information or breaching the Agreement; or

25.2.5. is required to be disclosed by the receiving Party by rule of law or pursuant to any court- or administrative order, provided that the receiving Party shall give the disclosing Party prompt written notice of such order or requirement and shall allow the disclosing Party to contest such order or requirement or to seek an appropriate protective order, insofar as permitted by applicable law; or

25.2.6. is approved for release by prior written authorization of the disclosing Party.

Confidential information shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components or combinations thereof are, or become, known to the public.

25.3. The confidentiality obligations with respect to any Confidential Information shall remain in force for a period of five (5) years from the date of termination or expiration of the Agreement.

25.4. The receiving Party agrees to cease using the Confidential Information upon the expiration or termination of the Agreement and to destroy or return all such Confidential Information (and all copies thereof, including magnetic, digital or other media copies of same) to the disclosing Party of the Confidential Information upon request. Each Party may keep one (1) copy for legal archival purposes insofar as required by law.

25.5. In the event of violation of this article, the violating Party shall immediately inform the disclosing Party of the breach of this Agreement and shall take all necessary steps to halt any current violation and prevent future violations of this article in the Agreement.

26. Compliance

26.1. The Parties acknowledge that, when processing personal data within the framework of the Agreement, they shall always act in accordance with the principles and rules set out in the applicable (EU) laws and regulations governing the access, use and processing of information, personal and non-personal data and protection of information systems, including but not limited to Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, as well as any additional applicable national and/or European regulations on the processing of personal data. To that end, the Parties shall conclude the Data Processing Agreement which is available at Data Processing Agreement

26.2. Without prejudice to other security standards agreed between the Parties, DeltaBlue shall take all appropriate technical and organizational measures to ensure the security of any data collected for the purpose of, the performance of, or in connection with the Agreement in accordance with applicable laws and shall impose such standards on its subcontractors.

27. Audit

27.1. During the term of the Agreement and for a period of twelve (12) months after termination thereof (regardless of the reason for termination of the Agreement), the Customer shall keep detailed, complete and accurate written records relating to the performance of this Agreement.

27.2. The Customer hereby grants DeltaBlue permission to audit or have audited and reviewed by an auditor all records, account books, contractual documents, invoices, agreements, all business documents and documentation relating to the performance of the Agreement, whether available in hardcopy or electronically stored for the purpose of verifying compliance with the terms and conditions of the Agreement. The audit shall occur given written notification to the Customer at least five (5) calendar days in advance. The Customer shall provide all reasonable assistance for the performance of the audit.

27.3. The auditor shall keep all information obtained during the audit strictly confidential and shall not use such information for any other purpose than the actual purpose of the audit and its follow-up.

27.4. Every cost, arising out of audits performed in accordance with this clause of the GTC is borne by DeltaBlue, unless the result of such audits indicate that the Customer has not complied with the provisions of the Agreement, in which case all costs related to the relevant audit, including costs of reasonable legal assistance to DeltaBlue (whether in legal proceedings, mediation, arbitration or otherwise) as well as reasonable attorneys' fees, shall be borne by the Customer.

28. Hierarchy of documents

The provisions of any service level agreements between the Parties, the data processing agreement and any Quotes shall prevail over the provisions of these GTC, which shall in any event apply supplementary to the former provisions. The provisions of sections B, C, D and E of these GTC shall prevail over the provisions of section E of these GTC, which shall in any event apply supplementary to the former provisions.

29. Independent parties

The Parties to the Agreement are independent contractors and the Agreement cannot be construed as giving rise to any other relationship (joint venture, agency, trust or partnership).

30. Entire agreement

The Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter thereof and, unless expressly provided otherwise, shall supersede any prior agreements and undertakings between the Parties with respect to that subject matter.

31. Amendments

Unless otherwise indicated in specific articles in the Agreement, the Agreement may not be amended, supplemented or otherwise modified, except by a written instrument executed by all Parties directly or indirectly affected by such amendment, supplement or modification.

32. Severability

The invalidity of unenforceability of any one stipulation or clause of the Agreement shall not result in the invalidity or unenforceability of any other provision of the Agreement or of the Agreement as a whole. In the event that the validity or enforceability of any provision of the Agreement is jeopardized or seriously challenged, the Parties undertake to do whatever is reasonably necessary or advisable, including effecting such applications or filings, or restructurings of the provision in question, so as to be able to lawfully maintain such provision in full force or to substitute another provision that has economically substantially the same effect for all Parties.

33. Waiver

Except as expressly provided otherwise in the Agreement, neither any failure nor any delay by any party in exercising any right, power or privilege under the Agreement or any of the documents referred to in the Agreement shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

34. Subcontracting and assignment

The Customer may not assign, novate, subcontract or transfer any right or obligation under the Agreement without the prior written consent of DeltaBlue, that consent not to be unreasonably withheld. The Customer remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.

35. Applicable law and competent court

35.1. The Agreement and all disputes related or connected with the Agreement shall be governed exclusively by Belgian law, excluding the Vienna Convention on International Sale of Goods (CISG).

35.2. All disputes related to or connected with the Agreement or these GTC, which form an integral part thereof, shall be settled exclusively by the courts of Antwerp, section Hasselt (Belgium).