Terms and Conditions

1 Definitions

1.1 “Accurat": the private limited company Accurat with its registered office at Leernsesteenweg 155, 9800 Deinze, Belgium, VAT BE- 0725.498.434, RPR Ghent, Ghent division.

1.2 "Agreement": the commercial relationship between Client and Accurat, and as further defined in Article 2.1.

1.3 "Client": Any natural or legal entity, as well as any person placing an Order for Services with Accurat in the name of or on behalf of that legal entity;

1.4 "Framework Agreement": the agreement entered into between Accurat and the Client setting out the specific provisions which (i) are not included in these terms, or (ii) deviate from these terms.

1.5 "Order": the signed and for Client binding order placed by Client with Accurat, whether or not through the acceptance of a Quotation from Accurat.

1.6 "Platform": the platform developed by Accurat through which Accurat provides its Services to Client;

1.7 "Privacy Legislation" the (supra)national privacy legislation, applicable on the processing of personal data, such as, but not limited to (i) the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (‘General Data Protection Regulation’ or ‘GDPR’), (ii) the Belgian Data Protection Law of 30 July 2018 and (iii) any other or future implementation in national legislations;

1.8 "Quotation": the initial offer and indicative price proposal, emanating from Accurat and addressed to the potential Client.

1.9 "Services": all services offered by Accurat to the Client;

2 Applicability of the terms

2.1 All commercial relations between Accurat and the Client, are governed by (in hierarchically descending order): (i) the Order (ii) the (written) Framework Agreement between Accurat and Client; (iii) these general terms and conditions (hereinafter "terms") and (iv) the Belgian law.

2.2 By entering into a Contract, the Client agrees these terms shall always take precedence over its own terms and conditions, which shall not be enforceable against Accurat (even if the Client declares them the only valid terms).

2.3 The possible or even repeated non-use of any right by the Parties may only be considered as tolerating a certain situation and does not result in any forfeiture of rights.

2.4 Any deviation from these terms must be subject to a written agreement between the parties, which can never be considered as a precedent.

2.5 Accurat reserves the right to amend its terms at any time, with these amended terms becoming immediately applicable to all new commitments and transactions concluded from that time onwards.

2.6 The possible invalidity of one or more provisions of the Agreement, or any part thereof, shall not affect the validity and applicability of the other provisions and/or the remaining part of the provision in question. In the case of invalidity of one or more provisions, the parties shall negotiate for the purpose of replacing the invalid provision by an equivalent provision that reflects the intention of the invalid provision. Should the parties fail to reach an agreement, the competent court may mitigate the invalid provision to what is permitted (by law).

GENERAL PROVISIONS

3 Quotations

3.1 Leaflets, newsletters, folders and other promotional announcements, as well as entries on any Accurat website and on social media, are entirely without any obligation and should only be regarded as an invitation to the Client to place an Order, except where expressly stated otherwise.

3.2 Any modification to a Quotation shall result in the cancellation of the previous Quotation. In any event, a Quotation is only valid for 10 days from the quotation date or, if applicable, for the duration stated on it.

3.3 A Quotation only applies to the Services expressly specified in it.

4 Conclusion of the Agreement

4.1 If the Client has received a Quotation from Accurat and wishes to accept it, the Agreement shall only be concluded after the Order confirmation (written, electronic or oral) emanating from Accurat. In the absence of an Order, the Agreement is concluded as soon as Accurat confirms a Client's order in writing, electronically or orally or if Accurat has started to execute the Agreement.

4.2 Any changes or additions - after the conclusion of the Agreement - shall only be valid after written agreement between both parties (with regard to the price, terms of payment and terms of execution, among other things). In the absence of the aforementioned written agreement, it is assumed that these amendments or additions have been carried out in accordance with the (oral) instructions of the Client.

4.3 In the event that incorrect information is provided by the Client, Accurat shall be entitled to immediately terminate the Agreement by means of a written notification and Accurat shall no longer be obliged to perform the assignment as stipulated in the Agreement.

4.4 Accurat is free to choose with whom it wishes to enter into an Agreement and reserves the right to refuse the Client.

5 Execution of the Agreement

5.1 All Accurat’s obligations related to the Services shall be best efforts obligations. Hence Accurat shall always provide the Services with appropriate care and in good faith, and serve the Client to the best of its understanding, skill, insight and ability, as can reasonably expected from a professional experienced in services of comparable scope, complexity and size (‘best effort obligation’).

5.2 Accurat provides the Services on an independent basis. This independent collaboration does not entail any relationship of subordination between Accurat and the Client.

5.3 The Client shall cooperate diligently and provide the necessary support necessary for Accurat's preparation and execution of the Order . This includes providing all necessary data, documents, specifications and instructions, which Accurat requires for the execution of the Order .

5.4 Accurat is not obliged to check the accuracy of the data provided by the Client and is thus entitled to rely on them unconditionally. The Client is at all times responsible for the accuracy and completeness of his instructions and data and indemnifies Accurat against third-party claims in this respect.

6 The Platform

6.1 The Platform is provided to the Client “AS-IS” . All obligations of Accurat regarding the Platform are to be considered best efforts obligations. Accurat can perform maintenance activities and implement updates of the Platform on a regular basis. Accurat strives to minimise the impact on the availability of the Platform, without giving any guarantees in this regard.

6.2 Accurat grants the Client a free, personal, limited, non-exclusive and, non-assignable and non-transferable use and access right to the Platform.

6.3 The Client is obliged to use and access the Platform as a proper and careful user in general and more specifically in accordance with the policies provided by Accurat. It must prevent, monitor and/or terminate any unauthorised access, illegal use and/or incompatible use of the Platform. If the Client discovers such unauthorised access and/or use, the Client shall notify Accurat immediately, which shall be entitled to take all necessary measures to remedy such access and/or use.

6.4 If the Client observes any deficiency or problem, the Client is obliged to immediately cease the use of the Platform and make every reasonable effort – or have every reasonable effort made – to prevent any (further) damage.

6.5 Accurat may at any time and without prior notice temporarily or permanently deny or suspend the access of the Client to the Platform, if the Client:

(i) Uses the Platform in a way that violates these terms or legislation in force, or uses the Platform in a way that is detrimental to Accurat, its reputation or third parties;

(ii) Provided Accurat with false or incomplete statements.

7 Termination / cancellation

7.1 In the event of early termination or cancellation of an Order or the Agreement (i) by the Client without a breach on the part of Accurat, or (ii) by Accurat due to a breach on the part of the Client, Accurat is entitled to claim from the Client the Services already provided and the costs incurred, plus a fixed compensation of 15% of the price (excl. VAT) of the Services not yet provided, with a minimum of €100.00, without prejudice to the right of Accurat to compensation for higher proven damages.

7.2 Accurat is entitled - without any right to compensation on the part of the Client - to cancel the Order or Agreement in the following instances:

(i) If it is based on incorrect information provided by the Client, or if Accurat suspects that the Client is relying on Accurat for reasons that cannot be considered objectively reasonable and acceptable, or

(ii) If, after the Order or the Agreement has been concluded, Accurat is not (any longer) able to execute the Agreement for objective reasons, including but not limited to the fact that information or data required for the provision of the Services is no longer available.

7.3 In the instances described in article 7.2, Accurat will notify the Client in writing thereof in a reasonable period of time. Only if no alternative solution is available, Accurat will cancel the Order or Agreement and refund in full to Client the amounts already paid for the undeliverable Services within fourteen (14) calendar days of the aforementioned notification.

8 Performance

8.1 Indicated execution times for the Services are purely indicative and approximate and exceeding them can under no circumstances give rise to a penalty, compensation, substitution or termination of the Agreement at Accurat's expense.

9 Price

9.1 All prices are in euro. All prices are exclusive of VAT , any applicable insurance- or administration costs and other taxes and levies, unless expressly agreed otherwise.

9.2 Accurat is entitled to invoice the Client for the Services actually provided.

9.3 Accurat reserves the right to revise its prices if there are objective reasons to do so and if this is due to objective factors that lead to an increase in its costs and among others due to increased taxes, duties, prices of wages and salaries, devaluation, revaluation, strikes, danger of war, etc. The amended terms shall be applicable from the first day of the month following the month in which the change was notified to the Client. However, the Client may refuse the amendments subject to explicit written notice within one month after the notification of the changes, in which case the Agreement shall end in accordance with the provisions on termination.

9.4 Accurat is entitled to index its prices annually (on the first of January) on the basis of the increase in its salary cost, whereby the amounts to be paid are calculated based on the formula below, provided that the new price is rounded off to the nearest whole number and can never be lower than the original price:

P = [ 20% * p ] + [ 80% * p * (S/s) ]

whereby:

P = the new price;

p = the original price;

S = the Reference Wage Cost at the time of calculating P (the month preceding the indexation);

s = the original Reference Wage Cost at the time of calculating p (the month preceding the date of the Agreement).

Reference Wage Cost = the reference wage cost, as published by Agoria (Digital category).

10 Payment

10.1 Accurat's invoices are payable in full by the Client within the term as stated on the invoice. Unless expressly stated otherwise, invoices are payable within a period of 30 days from the invoice date.

10.2 Invoices can only be validly disputed if this is done by registered letter within 5 workdays of the invoice date and stating the invoice number and detailed grounds for the objection. The Client is not entitled to withhold payment for the non-disputed part of the invoice.

10.3 The unconditional payment of a part of the invoice amount, shall be considered as explicit acceptance of the corresponding part of the invoice.

10.4 Partial payments shall only be accepted with all reservations and without any adverse acknowledgement, and shall first be attributed to the collection costs, then to the damages, the interest due and finally to the main sum, with priority being given to the oldest outstanding main sum.

10.5 By concluding an Agreement and/or placing an Order, the Client agrees to electronic invoicing by Accurat.

11 Late payment

11.1 In the event of late payment, default interest shall be charged by operation of law (without notice of default) at the statutory interest rate on the transactions per overdue month, whereby each commenced month shall be considered as fully elapsed, and the due amount shall furthermore be increased with 10% of the invoice amount, subject to a minimum of one hundred and twenty-five euros (€125) (excl. VAT), as fixed compensation for extrajudicial collection costs, without prejudice to Accurat's right to claim compensation for higher proven damages.

11.2 If the Client remains in default of payment of one or more outstanding claims of Accurat, the latter reserves the right to cease any further performance or delivery immediately, and consider the Agreement as cancelled, without prior notice of default, in which case the compensation as provided for in article 7.1 shall apply. In addition, this shall cause all other invoices to become immediately due and payable, even those that are not yet due, and cause all permitted payment conditions to lapse.

11.3 The same shall apply in the event of imminent bankruptcy, judicial or extra-judicial liquidation, cessation of payments, as well as any other circumstance indicating the insolvency of the Client.

12 Complaints

12.1 Complaints relating to the Services must be delivered to Accurat in writing or by e-mail by the Client, indicating the concerning Service(s), including a detailed justification of the complaint.

12.2 Complaints must be submitted at the latest within a period of fourteen (14) days after their discovery, under penalty of inadmissibility.

12.3 Submitting a complaint shall not entitle the Client to suspend its payment obligations.

12.4 Accurat is not liable and the Client is not entitled to any compensation for minor defects or shortcomings that do not prevent the use of the Services provided by Accurat.

12.5 After the discovery of any defect, the Client is obliged to immediately cease (further) use of the Services and furthermore to do everything reasonable to prevent (further) damage on penalty of inadmissibility of the complaint. Any claim for indemnification shall lapse in case of modification or in case of improper use, abnormal or extraordinary application of the Services.

12.6 The Client shall be obliged to reimburse the costs incurred as a result of unjustified complaints.

13 Liability

13.1 The intended use of the Services by the Client or a third party designated by the Client is the full responsibility and risk of the Client, even if Accurat was informed of the intended use by the Client.

13.2 The guarantees offered by Accurat to the Client following a valid complaint with respect to the Services shall, at its sole option and discretion, be limited to:

(i) The re-performance of the Services concerned;

(ii) The crediting to the Client of the amounts invoiced for the Services;

(iii) The payment of a compensation.

13.3 To the extent permitted by law, Accurat's liability is limited to the lowest of the following amounts:

(i) The invoice value of the past 12 months of the Services concerned;

(ii) The amount paid out by Accurat's insurance.

In any event, Accurat's liability is limited to the liability imposed by mandatory law.

13.4 The liability of Accurat shall always be assessed in light of its best-efforts obligation to which Accurat has committed.

13.5 The Client cannot claim any indemnification from Accurat, nor is Accurat liable for:

(i) Indirect or consequential damage (such as, but not limited to loss of income and damage to third parties or any other consequential damage);

(ii) Defects or damages caused directly or indirectly by an act of the Client or a third party, whether caused by fault or negligence. In any event, the Client is obligated to indemnify Accurat in the event the latter is sued by a third party;

(iii) Defects or damage caused by incorrect, unreliable, incomplete input or instructions from the Client;

(iv) Defects or damage resulting from improper use, incorrect handling or use of the Services in a manner other than for which they are intended;

(v) Non-functional differences between the specifications and the actual Services;

(vi) Additional damages arising from further use or application by Client after the discovery of a defect;

(vii) Defects or damage caused by force majeure or hardship, cfr . Article 14.

14 Force majeure & hardship

14.1 Are considered as instances of force majeure or hardship: all circumstances that were reasonably unforeseeable and unavoidable at the time the Agreement was concluded, and which create the impossibility, on the part of Accurat or the Client, to execute the Agreement or part of the Agreement, or which would make the execution financially or otherwise more burdensome or difficult than normally foreseeable, as a result of which execution under the agreed conditions can no longer reasonably be expected.

14.2 Circumstances that can be considered as force majeure or hardship include war, natural and weather conditions, fire, seizure, delays at or bankruptcy of Accurat's suppliers, illnesses, staff shortages, strikes, lock-outs, pandemics and epidemics, detrimental organisational circumstances, threats and acts of terrorism, Client's failure to provide Accurat with the necessary information required for the execution of the Agreement, receiving incorrect data, etc.

14.3 In the event Accurat and/or the Client are confronted with a situation of force majeure or hardship due to a temporary inability to perform (part of) the Agreement, they will be entitled to temporarily suspend the performance of their affected obligations by means of notification by registered letter to the other party. Neither the Client nor Accurat will be liable for compensation in that case.

14.4 In the event that the performance of (part of) the Agreement has become permanently impossible due to force majeure or hardship, or has been validly suspended for more than two months in accordance with Article 14.2, both the Client and Accurat shall be entitled to terminate the Agreement through notice by registered letter .

15 Non-solicitation

15.1 The Client undertakes, from the conclusion of the Contract until one (1) year after its termination, to refrain (both directly and indirectly) from soliciting Accurat's personnel or independent service providers to terminate their relationship with Accurat and/or to enter into a contract with them itself. In the context of this article, the term "personnel" means all staff or other employees, such as freelancers and subcontractors.

15.2 If the Client acts in violation of this article, the Client shall be obliged to compensate Accurat for any damages that Accurat will suffer as a result. This compensation will be equal to the gross salary (direct or indirect) over the previous twenty-four (24) months of the concerned staff member, without prejudice to Accurat's right to claim compensation for higher proven damages.

16 Exclusivity

16.1 Any agreed exclusivity shall only be binding for Accurat insofar as compensation is explicitly provided for and whereby this exclusivity shall only apply to a limited number of companies and/or departments and Services as agreed upon in writing. The agreed exclusivity is always temporary in nature and, unless explicitly otherwise agreed, is limited to a duration of one year .

16.2 An agreed exclusivity does not prevent Accurat from holding further relations with the excluded companies and/or departments in order to realise a future sale of its Services after the exclusivity ends.

17 Netting

17.1 In accordance with the provisions of the Belgian Law on Financial Collateral of 15 December 2004, Accurat and the Client automatically offset all currently existing and future debts vis-à-vis each other . This means that in the permanent relationship between Accurat and the Client, only the largest debt remains after the automatic compensation.

17.2 Such set-off will in any event be opposable in the event of insolvency, liquidation or bankruptcy and to the other concurrent creditors, who will therefore not be able to oppose the set-off implemented by the parties.

18 Intellectual property

18.1 Accurat retains all intellectual property rights including but not limited to patents, designs and models, copyright, databases, trade secrets, know-how, trademarks, (trade/product) names, etc. on the dashboards, insights, modules, data models, reports, software, designs, documents, templates, technical descriptions, plans, drawings, models or photographs (non-exhaustive list) it has produced, regardless of whether the Client has been charged for their development, unless expressly agreed otherwise. Accurat reserves the right to use ideas, designs, concepts, improvements to its dashboards, data models, Platform, software, etc. developed in the course of its cooperation with the Client for other clients.

18.2 No Quotation, Order, Agreement or collaboration can be interpreted as granting the Client any ownership or other exclusive right to the aforementioned information and rights. These information and rights, may not be copied, used for purposes other than those for which they are intended or shown to third parties without prior written approval from Accurat and must be returned to Accurat immediately upon simple request.

18.3 The Client is never entitled to access Accurat's source files, -code or -data, whether or not they were used in the performance of the Services.

18.4 Client undertakes not to perform any acts that would violate or invalidate Accurat's intellectual property rights, nor will it allow a third party to do so.

18.5 Client shall refrain from allowing third parties other than its personnel and/or agents to access the Platform or software and participate in whole or in part, nor authorise others to participate in reverse engineering, disassembly or decompilation of the Platform or the software, unless and insofar as this is expressly permitted on the basis of the applicable mandatory legislation.

18.6 Any infringement by the Client of this paragraph may give rise to the payment of a lump sum penalty equal to five thousand euros (€5,000.00), without prejudice to compensation for higher proven damages.

19 Confidentiality

19.1 Both parties and their personnel and agents - for which the parties shall be responsible and liable- undertake not to disclose, disseminate or use confidential information concerning the other party and concerning the execution of the Agreement to third parties, except after having received the express written consent of the other party. This confidentiality obligation applies for the duration of the Agreement and shall continue to exist for a period of twenty-four (24) months from its termination.

19.2 Client acknowledges that any granted discounts, prices and the terms of the Agreement between Accurat and Client constitute confidential information.

20 Processing of personal data

20.1 The Client and Accurat undertake to process personal data within the meaning of the Privacy Legislation (in particular any data relating to an identified or identifiable natural person) in a proper and careful manner, as well as in accordance with the Privacy Legislation. The personal data of the parties and their representatives are also considered within the scope of protected data.

21 Competent courts and applicable law

21.1 In the event of any dispute with regards to the execution and/or interpretation of these terms, as well as any other Agreement between Accurat and the Client, the competent courts and tribunals of Accurat's registered office shall have exclusive jurisdiction.

21.2 Belgian law shall be applicable.

22 Language

22.1 The original language of these terms is Dutch. Translations or documents drawn up in another language shall always constitute a mere concession to the Client. In the event of contradictions or inconsistencies, the Dutch version shall always prevail.