General terms and conditions

1. Definitions

“General Terms and Conditions”: These terms and conditions are generally applicable to the sale, supply and maintenance of Products, Services or the combination of both for the benefit of the Client.

“AppSys ICT Group”: AppSys ICT Group BV, a Limited Liability Company incorporated under Belgian law with its registered office in Belgium located at Grote Baan 19 Bus 1, 3530 Houthalen, VAT number 0844.080.241

“Order”: A written (electronic or otherwise) signed request from the Client to AppSys ICT Group to provide specific Products and/or Services, against pre-agreed terms and conditions included in an Offer issued by AppSys ICT Group.

“Annex(es)”: Each Annex to this Agreement which is an integral part thereof and shall be governed by its legal terms and conditions;

“Service(s)”: All actions and work performed by AppSys ICT Group on behalf of the Client. Including but not limited to consulting, implementation, configuration, monitoring, auditing, maintenance and other forms of support, both in conjunction with and independent of the delivery of Products.

“Quotation”: A written (unilateral) statement, prepared by AppSys ICT Group, setting forth specific details and conditions such as prices, quantities, delivery dates and any additional terms and conditions. This may take the form of an order form or a customized proposal for Agreement including all annexes attached to the Quotation. The Quotation constitutes the invitation to enter into an Agreement and is not binding until it has been explicitly accepted by both Parties.

“Client”: Any natural or legal person who enters into an Agreement with AppSys ICT Group, as well as those who are still in the phase of negotiation, regarding the delivery of Products and/or the provision of Services.

“Agreement or Contract”: Every agreement and every mutual understanding reached between AppSys ICT Group on the one hand and Client on the other hand. This therefore implies This Agreement, including any amendment, correction or addition thereto. The Agreement includes the Quotation and/or Order, the General Terms and Conditions as well as the Specific Terms and Conditions and the Processor Agreement, if and to the extent applicable.

“Party/Parties”: The Client and/or AppSys ICT Group

“Product(s)”: All tangible movable property, including but not limited to hardware, equipment, goods, software components, materials of third parties that the Client purchases from AppSys ICT Group, whether or not in connection with the provision of Services for the Client by AppSys ICT Group.

“Software”: The software ordered by Client for which a third party has ownership.

“Service Levels”: Different levels of quality that AppSys ICT Group establishes in its Services.

“Specific Terms”: The terms and conditions specifically applicable to the Products and/or Services for the Client.

“Statement of Work (SOW)”: Means the document in which the Parties described and agreed upon the Specific Services to be provided under the Agreement and any other additional terms and conditions.

“Fee”: The amount payable by the Client to AppSys ICT Group under this Agreement.

“Data Processing Agreement”: The agreement entered into between AppSys ICT Group and the Client, any amendment or supplement thereto, which relates to the processing of personal data and in which AppSys ICT Group acts as processor and the Client as processor-responsible, if and to the extent applicable

“Business Day”:  Monday to Friday between 07:30-18:00 excluding public holidays legally recognized in Belgium.

2. Scope

These conditions apply to all offers, quotations, agreements, deliveries, services, transport and invoicing by AppSys ICT Group, and apply to all agreements between AppSys ICT Group and the Client, unless otherwise agreed in writing. Unless expressly agreed otherwise, they always prevail over conditions of other contract parties or third parties. Special conditions may apply to specific Products or Services, in which case these General Conditions shall prevail in case of conflict.

The Client acknowledges and agrees that, regardless of any contrary provision in his own general conditions, these Terms and Conditions of AppSys ICT Group apply unconditionally to all offers, quotations, agreements, deliveries, and invoicing. These Terms and Conditions of AppSys ICT Group shall prevail over any other terms and conditions of the Client, even if their applicability is expressly stated. This exclusion of the application of the Client's General Terms and Conditions applies without exception and applies to both existing and future agreements between AppSys ICT Group and the Client.

AppSys ICT Group reserves the right to accept derogations or additions to these General Terms and Conditions, but this can only be done by written confirmation in the Order or Agreement. Any proposal to amend or supplement these General Terms and Conditions by the Client shall be deemed null and void unless expressly agreed to in writing by AppSys ICT Group. Such written acceptance is the only valid method of effecting any derogations or additions to these Terms and Conditions and shall apply only to the specific Order or Agreement in which such written acceptance is included.

An Order from the Client is only binding after written acceptance by AppSys ICT Group. Each Order immediately constitutes a binding offer by the Client, even if it has not yet been accepted by AppSys ICT Group in writing. Retention or use of Products and/or Services by the Client is regarded as a confirmation of the Order and acceptance of the General Terms and Conditions and automatically results in an authorization for AppSys ICT Group to proceed with the invoicing of the relevant Products and/or Services.

The contracting parties shall provide each other with full cooperation and essential information to facilitate effective performance of the Agreement. Failure to provide necessary cooperation or information may adversely affect performance of the Agreement. Both parties will explicitly identify who serves as primary contact person and commit to providing updated contact information in a timely manner.

3. Duration and termination

3.1 DURATION OF THE AGREEMENT
The Agreement shall have a term as agreed between the Parties, in the absence thereof a term of one (1) year shall be in effect.

3.2 EXTENSION OF THE AGREEMENT
After the initial term, the Agreement shall be tacitly renewed for the originally agreed upon period, unless written notice of termination is given with a notice period of at least three (3) months before the end of the relevant period by the Client or AppSys ICT Group.

3.3 TERMINATION IN CASE OF MATERIAL BREACH
Each Party retains the right to terminate the Agreement upon a material breach by the other Party of any provision of the Agreement. If the other Party fails to remedy such material breach within thirty (30) days of written notice, the terminating Party reserves the right to terminate the Agreement, without prejudice to its right to damages and other legal rights.

3.4 UNILATERAL TERMINATION
The Parties may unilaterally terminate the Agreement by registered letter, without judicial intervention and without notice, in case of bankruptcy, cessation of payment, cessation of activities, termination or dissolution of the other Party.

3.5 TERMINATION BY APPSYS ICT GROUP IN CASE OF HARMFUL BEHAVIOUR
AppSys ICT Group has the right to terminate the Agreement in whole or in part if the conduct of the Client has or threatens to have adverse effects on the reputation of AppSys ICT Group, or if there are facts or indications of unlawful, fraudulent, or deceptive use of Products and/or Services by the Client.

3.6 INTERIM CANCELLATION BY THE CLIENT
Interim termination by the Client is only possible in the event of cases mentioned in Articles 3.3, 3.4 and 3.5. In any case, fees remain due until the next due date.

3.7 THE RIGHT OF DENUNCIATION IN CASE OF AMENDMENTS OF PRODUCT AND SERVICE VOLUMES
If during the term of the Agreement changes are made to the agreed volumes of the Products and/or Services due to a decision of the Client, or if the volumes change to such an extent that this compromises the profitability of the performance of the Agreement, AppSys ICT Group retains the right to unilaterally terminate the Agreement. Such termination shall take place without compensation and subject to a notice period of six (6) months.

3.8 THIRD PARTIES AND SOFTWARE LICENSES
Licenses obtained from third parties are subject to the terms and contract duration as established by the supplier of the respective software. This means that the contractual agreements made with the supplier must be adhered to and fulfilled. Early termination of these licenses is not possible, unless the supplier provides such an option.

3.9 TRANSFER OF INVESTMENTS UPON EARLY TERMINATION
Bij voortijdige beëindiging heeft de Opdrachtgever de verplichting om specifieke investeringen of afgesloten overeenkomsten, indien aanwezig, van AppSys ICT Group over te nemen tegen de bepaalde restwaarde.

Upon early termination, the Client has the obligation to take over specific investments or concluded agreements, if any, from AppSys ICT Group at the determined residual value.

4. Price

4.1 PRICES
The prices provided by AppSys ICT Group should be regarded as estimates or budget estimates and are in no way binding; they are purely indicative in nature and should always be regarded as such. The validity of AppSys ICT Group's Offers shall in any event be limited to 30 calendar days. All prices used by AppSys ICT Group are based on current values of wages, materials, exchange rates, import duties, levies, and taxes at the time of Quotation. Rates for paying Products and Services are determined in the Quotation and/or Statement of Work between AppSys ICT Group and the Client, expressed in Euro or the agreed upon currency. Hourly/daily rates vary based on the level of expertise.

4.2 WORKING HOURS AND RATES
The rates are determined in the AppSys ICT Group price apply, whereby the most recently dated price list has the mandatory validity. Any deviations from the prices in the price list can only be agreed upon explicitly and in writing.

Standard working hours (From Monday to Friday, 07h30 -18h00) have rate of 100%.

Outside these hours, the following surcharges apply:

• Hours from Monday to Friday between 18h00 and 24h00: 50%
• Hours from Monday to Friday between 24h00 and 07h30: 50%
  
• Hours on Saturday between 08h00 and 18h00: 50%
  
• Hours on Saturday between 18h00 and 24h00: 50%
  
• Hours on Sunday or Public Holidays: 100%
  

4.3 PRICING AND EXECUTION
Prices are stated Ex Works. Unless otherwise agreed, shipping costs are not included in the price. VAT, taxes, transportation costs, accommodation costs, training, communication, translations and generally demonstrable advances are not included in the budgeted prices and pricing unless otherwise agreed upon. Costs for rush orders, deliveries, or interventions are the responsibility of the Client. Any costs resulting from rush orders, deliveries, or interventions shall be borne by the Client. In this regard, each delivery of Products or Services shall be considered an individual transaction.

4.4 PRICE ADJUSTMENTS AND INDEXATION
For all agreements with a term longer than one (1) year, AppSys’ prices shall apply for a maximum of one (1) calendar year. AppSys reserves the right to revise the rates for the services and/or deliverables provided on an annual basis. The revision will take place on 1st January in accordance with the provisions formulated under Article 57, §2 of the Act of 30 March 1976 on economic recovery measures, in function of the parameters representing the underlying real cost, including but not limited to the evolution of wage costs.

AppSys reserves the right to adjust the rates of its services and/or deliverables. The rate quoted by AppSys may potentially be changed in the event of a price increase of one or more cost components implemented by manufacturers and/or other suppliers. In the event of price increases of 20% or more, Name has the right to terminate the contract within seven (7) working days by registered letter, without any right to compensation, this for the services and/or deliverables yet to be delivered after the new rates come into effect. Failure to respond within the above-mentioned term shall imply acceptance of the new rates by Name.

Managed Services, Support and other contracts with a recurring formula are indexed annually based on the formula below:

New Rate = Previous Rate x (0,2 + 0,8 x New Index / Index at inception)

• Previous Rate = Rate at inception of the contractual term preceding entry into force of the indexation
• Index = Agoria index (PC 200, national average)

A price revision implemented on the basis of the above formula does not give Name the right to terminate the agreement without a termination fee.

The above indexation does not relate to services and/or deliverables of suppliers of AppSys which may form part of the services and/or deliverables provided to Name. As a result, AppSys is entitled to adjust its rates in the interim due to any price increases imposed by its suppliers.

In the event of substantial changes in the (macro) economic circumstances (including but not limited to scarcity of raw materials and/or components, exchange rate changes, exponential increase in energy costs) that result in AppSys not being able to perform the agreement in a reasonable and profitable manner, the Parties will enter into dialogue at that time to agree on a reasonable change in rates. These amended rates will then be passed on after written agreement between both Parties.

4.5 THIRD PARTIES AND SOFTWARE LICENCES
Rates for services of a repetitive nature and third-party software licenses are adjusted according to the third parties' annual pricing schemes. Price adjustments do not give the right to terminate the Agreement without a termination fee.

4.6 RENEGOTIATION IN CASE OF FUNDAMENTAL CHANGES
In the event of fundamental economic changes, the Parties may renegotiate for equitable modification of the Agreement.

4.7 CANCELLATION OF THE ORDER
In case of cancellation up to ten (10) working days before the start of the scheduled work, the Client shall be liable to pay 25% of the agreed Fee for the cancelled work. For cancellations less than five working days prior to commencement, the Client shall be liable to pay the full agreed Fee for the cancelled work.

5. Billing and payment terms

Regarding the payment terms, AppSys ICT Group is entitled to invoice Products immediately upon shipment and/or delivery, even in case of partial delivery. This is subject to full or partial prepayment being required.

Services are invoiced on a monthly basis prior to delivery of the Services. Payments for the provision of Services shall be made no later than thirty (30) calendar days from date of invoice. Payments for delivery of Products shall be made no later than eight (8) after delivery, subject to required prepayment.

AppSys reserves the right, in its sole discretion, to require prepayment for the Products and/or Services prior to delivery. Invoices shall be paid without any deduction or set-off, unless otherwise agreed in writing. Disputes of invoices must be reported within fourteen (14) calendar days of issuance; otherwise, they are considered accepted.

Primarly, payments made by the Client shall be applied to settle all interest and costs due. Only then are they allocated to the oldest outstanding and due invoices, even if the Client explicitly indicates that the payment relates to a later invoice.

Bij overschrijding van de betalingstermijn is rente verschuldigd, en alle gerechtelijke en buitengerechtelijke incassokosten zijn voor rekening van de Opdrachtgever. AppSys ICT Group behoudt zich het recht voor om lopende overeenkomsten te annuleren of op te schorten bij nalatigheid in de betaling, dit zeven (7) dagen na verzending van de aangetekende ingebrekestelling.

Het is niet toegestaan voor de Opdrachtgever om zijn betalingsverplichting aan AppSys ICT Group te compenseren met een vordering op AppSys ICT Group, ongeacht de reden. Betaalde bedragen blijven verschuldigd en komen nooit in aanmerking voor terugbetaling.

If the term of payment is exceeded, interest shall be due, and all judicial and extrajudicial collection costs shall be borne by the Client. AppSys ICT Group reserves the right to cancel or suspend ongoing agreements in case of negligence in payment, this seven (7) days after sending the registered notice of default. The Client is not permitted to offset his payment obligation to AppSys ICT Group with a claim against AppSys ICT Group, regardless of the reason. Amounts paid shall remain due and shall never be eligible for reimbursement.

In the event of cancellation by the Client or failure to take delivery of Products or Services, AppSys ICT Group shall be entitled to demand the dissolution of the contract or its fulfillment. Furthermore, the provisions set forth in Article 4.7 shall apply.

Damages suffered by AppSys ICT Group shall be at least 50% of the value of the Order, unless the actual damages are higher.

Het eigendomsvoorbehoud blijft van kracht totdat de Opdrachtgever de hoofdsom, rente en/of forfaitaire vergoeding volledig heeft betaald. AppSys ICT Group heeft het recht om op elk moment de geleverde producten op te halen.

The retention of title shall remain in effect until the Client has paid the principal amount, interest and/or flat Fee in full. AppSys ICT Group is entitled to collect the delivered products at any time.

6. Delivery and execution terms

The delivery of Products and Services by AppSys ICT Group takes place on an Ex Works basis. The possible risks associated with the delivered solutions are transferred to the Client at the time of delivery, and the Client should insure these risks at his own expense.

The delivery dates given by AppSys ICT Group are always indicative and are not binding. Time schedules, deadlines and delivery dates provided by AppSys ICT Group are based on assumptions considered by AppSys ICT Group. Delays in delivery shall not entitle you to compensation or rescission of the Agreement, as performance depends on uncertain factors. The timetables, deadlines and/or delivery dates given are therefore considered an indicative approximation.

Upon delivery of Products, the Client must immediately note any discrepancies (in reduction or more) regarding the correct number of packages and any transport damage on the carrier's delivery and/or transport document. By signing the delivery and/or transport document without additional entries, the Client confirms receipt of the correct number of packages and the absence of transport damage. The absence of a box or transport packaging upon delivery shall be considered a defect, which shall only be charged to AppSys ICT Group if the Client mentions its absence on the carrier's delivery and/or transport document.

Complaints about the contents of transport packaging must be reported in writing within 24 hours of delivery, after which AppSys ICT Group will investigate the complaint. In the event of unfounded complaints, AppSys ICT Group reserves the right to refuse subsequent delivery/replacement. All delivered Products must be accepted by the carrier upon receipt.

Concealed or non concealed defects of goods supplied by AppSys ICT Group are covered according to the manufacturer's guarantees. AppSys ICT Group disclaims any liability for indirect damage resulting from poor performance or goods, as well as accidents during or as a result of installation.

Liability for direct damages is in effect only if the error and/or defect is attributable to negligence or shortcomings by AppSys ICT Group. Unforeseen circumstances beyond our control, force majeure or other factors beyond our reasonable control may reduce this liability.

The goods must always be returned by the Client in their original packaging. Should the goods prove not to be defective after inspection by the manufacturer, a handling and administration fee of 100 € shall be payable.

AppSys ICT Group is committed to making significant efforts regarding the quality of the Products and Services to be provided. In line with its commitment to excellent service, it assumes a result commitment with respect to the conditions and quality requirements specified within the agreements. In doing so, strict enforcement of the agreements is sought. In the unlikely event of a failure to comply with the agreed conditions, AppSys ICT Group acknowledges its liability for any damages suffered by the Client in accordance with Belgian law.

The layout and adaptation of the place(s) where the Products and/or Services are provided are the responsibility of the Client. He shall be liable for all damage to equipment and/or software, as well as additional costs incurred by AppSys ICT Group as a result of untimely, incorrect or defective performance.

If the Client purchases and collects the Products from one of AppSys ICT Group's locations, the signing of the invoice or a delivery document implies the acceptance of the Products in their condition. In the event of shipment to the Client, the Client shall owe the shipping costs to AppSys ICT Group. Payment for the Products and Services delivered implies acceptance by the Client of the compliant delivery.

7. Warranties

De Opdrachtgever kan slechts aanspraak maken op garantieverbintenissen die rechtstreeks door de fabrikant, importeur, of hoofdverdeler jegens de Opdrachtgever zijn aangegaan.

Voor door AppSys ICT Group geleverde software, die haar eigendom is, waarborgt AppSys ICT Group dat deze met normale professionele zorg wordt geleverd en gedurende één (1) jaar overeenkomstig de documentatie zal functioneren. Eventuele niet-overeenstemmingen moeten binnen dertig (30) dagen na levering of na succesvolle beëindiging van aanvaardingstesten, indien van toepassing, schriftelijk en duidelijk aan AppSys ICT Group worden gemeld. Deze garantie geldt niet bij:

The Client may only claim warranty obligations directly from the manufacturer, importer, or main distributor to the Client.

For Software delivered by AppSys ICT Group, which is its property, AppSys ICT Group warrants that it will be delivered with normal professional care and will function in accordance with the documentation for one (1) year. Any non-conformities must be clearly reported in writing to AppSys ICT Group within thirty (30) days of delivery or successful completion of acceptance testing, if applicable. This warranty does not apply to:

• incorrect or abnormal use and/or operation, negligence of the Client, defects in the electronic installation, overvoltage, non-compliance by the Client with the room specifications;
• any possible maintenance and/or modification by non-authorized persons and without written authorization by AppSys ICT Group;
• the irregular functioning of equipment coupled with the delivered Product;
  
• any possible return of Products to the address of AppSys ICT Group without prior written authorization.

For Products for which AppSys ICT Group is unable to obtain recognition from the manufacturer for post-delivery services, AppSys ICT Group may refer the Client to the relevant manufacturer and/or another company. The Client shall bear the costs of bringing Products to AppSys ICT Group's maintenance service unless the manufacturer uses a different warranty formula. If the service rendered is not covered by the applicable warranty, in addition to the time and costs spent, spare parts will be billed at the applicable rates.

The Client is responsible for the suitability of the equipment and/or software for its intended use. AppSys ICT Group cannot be obliged to take back or exchange in case of wrong product selection. AppSys ICT Group points out the responsibility of the Client in case of dial-up connections and is not liable for communication costs. For Internet-related installations, AppSys ICT Group is not responsible for consequences such as "hacking," misuse, data loss, or the quality of telephone connections.

The availability of Products and/or Services is only guaranteed if explicitly stated in an Agreement signed by both Parties. The same applies to spare parts availability. AppSys ICT Group reserves the right to assign or transfer staff members, subject to compliance with scheduling requirements. Service outside working hours is only guaranteed if explicitly contractually agreed upon. In all other cases, AppSys ICT Group will also charge for time spent and costs at the rates and prices applicable at that time.

8. Intellectual Property

Unless explicitly provided for in a specific agreement, AppSys retains at all times the intellectual property rights, including techniques, processes, concepts and methodologies (hereinafter referred to as the "Work") arising under the Agreement and delivered to Name, throughout the term of the relevant copyright and throughout the world.

AppSys ICT Group retains all rights to the software source code. The Client acquires a non-transferable and non-exclusive right to use the software, under the terms and conditions of the software developer. The Client may not modify, distribute or allow third parties to use the software, even with disposition of the source code. The Client may only use the Software internally and may not distribute, sublet or otherwise make the licences available to third parties, partners, affiliates or controlling companies. The right to make copies or license the Software to a subsidiary controlled by the Client is permitted only as expressly stated in the licence agreement with AppSys ICT Group.

The Work includes but is not limited to all studies, databases, reports, analyses, selections, organisation of data and all types of plastic or audiovisual creations (this list is not exhaustive) made by employees or contractors of AppSys ICT Group under this Agreement on behalf of AppSys ICT Group, irrespective of the nature of these creations or the medium on which they appear.

The work also includes all documents relating to the study, i.e. preparatory documents (previous documents, projects and studies) and related documentation (user manuals, explanatory notes, etc.).

Unless expressly stated otherwise in a Specific Agreement, the licence price does not include any additional costs, including delivery costs, installation costs, training, specific documentation or other services related to the software. In the event that AppSys ICT Group installs software according to a specific agreement, such installation shall be deemed accepted upon completion. If the Client has not requested installation services, the software shall be considered accepted at the time of delivery. Any comments regarding the conformity of the software must be reported in writing upon delivery or completion of the installation.

9. Confidentiality

The parties are obliged to treat know-how and trade secrets (including any other information referred to as "Confidential Information") received in connection with this Agreement as strictly confidential.

For the provisions of this Article, "Confidential Information" means any information of any kind, including but not limited to plans, reports, analyses, studies, drawings, designs, models, specifications and presentations, communicated by a Disclosing Party to a Receiving Party, in any form or medium, or to which the Disclosing Party obtains access before or after the signing of this Agreement.

Both Parties will take reasonable steps to maintain confidentiality vis-à-vis third parties in respect of any Confidential Information that they, their employees or third parties working for them may obtain during the formation and/or execution of the Agreement. Both Parties will instruct all employees concerned about this confidentiality obligation. They guarantee that their employees through employment contracts and/or third parties working for them through confidentiality agreements are bound to confidentiality in respect of the Confidential Information.

The following shall not be considered Confidential Information under this Agreement:

• Information that the Parties have publicly disclosed in the past in writing;
• information that is publicly available without breach of confidentiality by Parties or its employees and/or subcontractors;
  
• information lawfully obtained by Parties through a third party, which has not breached any confidentiality obligations by disclosure.

Unless expressly agreed otherwise, all right, title and interest in and to Confidential Information will vest and remain with the Disclosing Party (or, where applicable, the Disclosing Party's affiliates). This Agreement does not grant any licence to any patent, copyright or other intellectual property right of any kind.

The obligations and restrictions in this clause shall be in force during the term of the Agreement and shall remain in force for three (3) years after expiry or termination of the Agreement for any reason.

10. GDPR

AppSys ICT Group and the Client undertake to comply with the guidelines of the General Data Protection Regulation (EU) 2016/679 when processing personal data. At the start of the cooperation a Data Processor Agreement will be signed for this purpose, which will be added as an Annex to the general cooperation agreement between the Client and AppSys ICT Group. The Client is responsible for establishing procedures for reconstructing lost or changed files and must have backup copies available at all times.

11. Cybersecurity (NIS 2 Directive)

The Client acknowledges and undertakes, during the term of this Agreement, to observe a best efforts obligation to comply with the European Directive 2016/1148 on measures to ensure a high common level of cybersecurity of network and information systems in the European Union, better known as the NIS 2 legislation.

The Client will make all reasonable efforts to comply with the specific requirements set out in the NIS 2 legislation and will promptly notify AppSys ICT Group of any potential breaches, breaches and/or incidents that have a potential impact on the security of network and information systems.

AppSys ICT Group retains the right to suspend or terminate the Service in the event that the Client would be found to be non-compliant with the NIS 2 legislation, subject to the fact that this clause is a best efforts obligation. In no event shall AppSys ICT Group be liable for any damage or loss resulting from such suspension or termination.

Both Parties jointly undertake to make all reasonable efforts in close cooperation to maintain the security of network and information systems in accordance with applicable laws and regulations.

12. Liability and indemnity

12.1 Notice of default and liability situation
In the event of failure by a Party to fulfill its obligations under the Agreement, the other Party must provide written notice of default. This shall grant the defaulting Party a reasonable period of at least thirty (30) days to still properly perform its obligations. The notice of default shall include a detailed description of the failure so that the other Party can respond adequately.

The Party who imputably fails shall be liable for the damage suffered or to be suffered by the other Party. The condition for the creation of any right to compensation shall only arise if the injured Party reports the damage in writing within the shortest possible time, but no later than twelve (12) months after its occurrence. After the expiration of this period, any claim for damages shall lapse.

12.2 Liability AppSys ICT Group
AppSys ICT Group can not be held responsible for any damage related to the use of the Products it has provided, as well as the associated information and documentation. The Services of AppSys ICT Group are offered as resource commitments, whereby the Client itself guarantees the accuracy and completeness of information provided.

12.3 Limitation of liability
AppSys ICT Group accepts no liability for defects in the material, hardware, or Software in which the Products it has delivered have been implemented according to Client's instructions. The said contractual, extra-contractual and/or statutory liability of AppSys ICT Group in respect of direct damage, regardless of the number of events, shall at all times be limited to reparation in kind.

If recovery is not possible, AppSys ICT Group's liability shall be limited to the amount covered in the relevant case under AppSys ICT Group's business liability (BA) and/or BA after delivery insurance. If for any reason coverage under the BA and/or BA post-delivery insurance cannot be invoked, any claim for liability in principal amount, including interest and costs, shall be limited to a maximum of the lesser of the following amounts, either 25% of the amount (excluding VAT) paid by the Client for the Services sold under the relevant Agreement for three (3) months prior to the relevant claim, or an amount of EUR 25000 (excluding VAT).

In the case of a delivered Product, the amount may be maximum equal to the amount (excluding VAT) paid by the Client for the delivery of the Product.

The limitation of liability mentioned earlier in this article shall not apply in case of third party claims for compensation due to injury, death, fraud, intent, or gross negligence on the part of the responsible Party.

12.4 Exclusion of indirect and/or consequential damages
Contractual, extra-contractual and/or legal liability for indirect and/or consequential damages, such as loss of profits, loss of sales, missed savings, business interruption, loss of data, loss of reputation, damage prevention costs, and damages other than the direct damages mentioned in Article 12.3 are expressly excluded according to Article 12.1.

12.5 Damage control and joint effort
In the event of an event that may cause damage to one of the Parties, both Parties will make efforts and take measures (e.g., by providing personnel and resources) to mitigate the consequences of this event and the resulting damage. Parties will mutually support each other in these efforts. AppSys ICT Group cannot be held liable for damage suffered by the Client or a third party as a result of improper or inexpert use of the Services and/or Products provided by AppSys ICT Group, by both the Client and third parties.

12.6 Notification and waiver of claims
The Client declares that he is fully aware of the characteristics, operation, possibilities and limitations of use of the equipment and/or software supplied. The Client waives all claims against AppSys ICT Group in this regard. In case of installations with external connectivity, AppSys ICT Group is not liable for the quality of the connection, the consequences of the use of these connections, nor for "hacking", misuse of information, damage or loss of data, nor for the content of the Client's website(s), nor for their compliance with existing laws and regulations.

12.7 Fees and dispute procedure
Fees charged by third parties are not recoverable in any way from AppSys ICT Group, unless after prior written agreement. Both Parties indemnify each other against claims that Services and/or applications infringe on intellectual property rights of third parties.

13. Responsibilities

Parties recognize that the successful performance of work in the field of information and communication technology depends on proper mutual cooperation. The Client undertakes at all times to provide all cooperation reasonably required by AppSys ICT Group in a timely manner.

AppSys ICT Group shall perform the Services to be provided in a competent and independent manner, both by itself and by any party it appoints to act on its behalf. The obligations entered into by AppSys ICT Group concern an obligation of means. AppSys ICT Group alone bears responsibility for its employees. Client shall in no way exercise authority, direction or supervision over the employees of AppSys ICT Group.

Before initiation of the work the Client shall make known the applicable house and security rules within his organization to the employees deployed by AppSys ICT Group.

With a view to an adequate performance of the Agreement by AppSys ICT Group, the Client shall at all times promptly provide all data or information reasonably requested by AppSys ICT Group. The Client guarantees the accuracy and completeness of the information provided to AppSys ICT Group.

In addition, the Client shall bear the risk with respect to the selection of the Products and/or Services to be provided by AppSys ICT Group.

14. Force Majeure

A Party shall not be liable for failure to perform its obligations under this Agreement when such failure is due to reasons beyond its reasonable control such as fire, flood, strikes, labor unrest or other disturbances in economic life, unavoidable accidents, embargoes, blockades, legal restrictions, riots, governmental measures and pandemic ("Force Majeure"). In the event of non-performance due to Force Majeure, the other Party's obligation shall lapse proportionately. If the Force Majeure lasts longer than seven (7) days, the other Party shall be entitled to terminate the Agreement without judicial intervention, without the Party claiming Force Majeure being liable to pay any damages to the other Party. Each Party shall notify the other Party in a timely and reasoned manner if a Force Majeure situation occurs. The Parties shall then make all reasonable efforts ("Obligation of Means") to find a suitable solution whereby each Party has an obligation to limit damages. If damage is suffered due to lack of raw materials, semi-finished products, materials, auxiliary materials and/or energy and such damage is demonstrably the result of negligence on the part of one of the Parties or a person designated by them - whether employed or not - such Party shall be liable for compensation for the damage suffered.

Subject to the forfeiture of this right, the Party wishing to rely on such facts or circumstances shall (1) report them to the other Party in writing as soon as possible, (2) use its best efforts to limit their duration to a strict minimum, and (3) notify the other Party in writing of the termination of such facts and circumstances.

15. Non-solicitation clause

The Client undertakes, for the entire duration of the Services provided by AppSys ICT Group and subsequently for a period of twelve (12) months after the end thereof, not to directly or indirectly employ any employee of AppSys ICT Group who was involved in the execution of the assignment or to have them perform work without the prior written consent of AppSys ICT Group.

This same prohibition is in effect with respect to employees of AppSys ICT Group who are responsible for the provision of Services at the Client's premises but are not direct employees of AppSys ICT Group itself, as well as with respect to representatives of AppSys ICT Group who are deployed during the performance of the Services as replacements for the performer(s) named in the Agreement or as additional performers.

A violation of this prohibition shall result in damages, fixed on a flat-rate basis at one year's gross salary of the staff member concerned. The same compensation shall be payable by the Client who, with the aim of circumventing this prohibition, achieves the same result by any means.

16. Other provisions

Should one or more provisions of the Agreement be invalid or non-binding for other reasons, this shall not affect the validity of the remaining provisions of the Agreement. In that case, the Parties will, if necessary in joint consultation, make every effort to bring the Agreement into line with the intent of the invalid or non-binding provisions as much as possible. In addition, Parties will, in joint consultation, adjust the Agreement if necessary, replacing non-binding provisions with binding provisions that differ as little as possible from the non-binding provisions in question.

The Agreement includes all agreements between the Parties with respect to its subject matter and supersedes all prior written and oral agreements between the Parties with respect to that subject matter.

AppSys ICT Group reserves the right to amend these Terms and Conditions at any time. It is the responsibility of the Client to regularly consult these Terms and Conditions.

17. Applicable law – Place of jurisdiction

The Parties undertake to resolve any dispute relating to the formation, scope, interpretation, implementation and other provisions of the Agreement through the intervention of a mediator. If they cannot be resolved by the Parties, the Disputes can only be settled before the Commercial Court of Antwerp - Hasselt Division.

Version 01/01/2024