General terms and conditions

Article 1: Scope

1.1. These are the general terms and conditions (hereinafter, "Terms and Conditions") of Carya Group BV, registered in the CBE under the number (BE)0881.916.476 with registered office at Schoonmansveld 48, 2870 Puurs, Belgium, RPR Antwerp, Mechelen Division (hereinafter, "CARYA", "us", "our" or "we"). You can reach us via our general email address and via the general website

1.2. These Terms and Conditions are applicable to all CARYA's quotations, purchase orders and offers and all agreements entered into by CARYA with the customer (hereinafter "Customer"). These Terms and Conditions also apply to all orders, purchases and transactions made through CARYA's webshop, including at

1.3. When the Customer accepts an offer from CARYA, places an order with CARYA or otherwise enters into a contract with CARYA, the Customer agrees to the applicability of these Terms and Conditions. The Customer has been made aware of the Terms and Conditions posted on the website, the offer, the order form or any other writing transmitted to the Customer. Acceptance of these Terms and Conditions also implies that the Customer fully waives the application of his own general terms and conditions. CARYA shall not be deemed to have agreed to any differing terms and conditions of the Customer solely because CARYA has not expressly protested against any provisions referring to general terms and conditions or similar provisions of the Customer. In principle, CARYA offers its Products, Services and Licenses only to businesses and not to consumers.

1.4. CARYA and the Customer may also agree on special terms and conditions for a specific agreement. This should always be done in writing and signed by both parties. In that case, the Terms and Conditions supplement those special terms and conditions. In case of contradiction between the special terms and conditions and the Terms and Conditions, the special terms and conditions shall prevail. The possible derogation of one or more of the provisions of the Terms and Conditions shall not prevent the other provisions of the Terms and Conditions from continuing to apply.

1.5. CARYA provides Products and Services (both individually and in combination) and Licenses.

In these Terms and Conditions, the terms Product or Products, shall include tangible and tangible movable goods (such as telecom and computer hardware and computer accessories) and intangible goods (such as, e.g., standard software).

The terms Service or Services shall mean the services provided by CARYA in terms of installation, maintenance and support related to software and/or hardware, the services in terms of development of software, services in terms of provision of software, computing power and/or storage space on CARYA servers or in the cloud, backup and recovery services, training services related to software, telecommunication services and any other services offered by CARYA.

The terms License or Licenses mean a right to use Intellectual Rights granted to the Customer, such as software under a subscription formula.

The Customer will find an overview of Products, Services and Licenses that CARYA may currently offer on CARYA's website (this is a non-exhaustive list; the overview is a snapshot and subject to change). The Customer may also contact CARYA at any time for an overview of Services, Products and Licenses or for further information.

1.6. In these Terms and Conditions, the following terms, when capitalized, shall have the meanings as stated:

Purchase Order means the offer prepared by CARYA for one or more specific Services, Products or Licenses (e.g., a license on software; the installation of a DMS system, etc.) and transmitted and approved by the Customer.

End Customer means the Customer's customer;

Intellectual Rights means all intellectual rights in the broadest sense, including but not limited to copyrights, copyrights on computer programs and software, database rights, design rights, patents, trade names, trademarks, know-how and trade secrets, etc.

Agreement means these Terms and Conditions and the Purchase Order and any attachments. Party means CARYA or the Customer and Parties means CARYA and the Customer.
Affiliate indicates a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, one of the Parties. For purposes of this definition, "control" means the direct or indirect power to govern or the ability to determine the governance of, the management of -and the policies of a person or entity through ownership or voting rights, determined by contract or otherwise.

Article 2: Obligations and guarantees Customer

2.1. Prior to entering into the contract with CARYA, the Customer shall obtain all necessary information or advice and shall satisfy itself that the equipment, Products and/or Services and/or Licenses it proposes to order, meet its requirements and the use it expects to make thereof. To the extent permitted by mandatory law, CARYA bears no responsibility for any error of Customer's choice or judgment. The Customer acknowledges, if he places an order and/or signs an offer, that he has been properly informed by CARYA of all the important elements of the Products and/or Services and/or Licenses (hereinafter also abbreviated, Products/Services/Licenses) and that he has good knowledge thereof.

2.2. The Customer undertakes to provide CARYA effectively and free of charge with all information and assistance reasonably required or useful for the provision of the Products/Services/Licenses in an appropriate manner. This includes, for example, providing the Customer with access to its premises, facilities or systems where necessary. The Customer agrees to notify CARYA in writing and in advance of any security or other rules applicable within its premises where Products/Services/Licenses are to be delivered by CARYA, and acknowledges that CARYA shall not be held liable under the applicable Agreement, if compliance with such rules prevents CARYA from properly complying/performing the Agreement.

2.3. The Customer warrants that it holds all rights, titles and/or property, as the case may be, necessary to allow CARYA to properly perform the Agreement. To the extent that the Customer provides CARYA with creations, texts, data, components, data and/or signs, which are subject to Intellectual Rights or other rights, with a view to their inclusion in the subject matter of a Service or of a License to be granted thereafter (for example: as content in an App), the Customer warrants that it is entitled to do so as undisputed right holder, owner or licensee and that the elements provided by the Customer do not infringe any third party rights. To the extent that the elements provided by the Customer would nevertheless infringe third party rights, the Customer undertakes to indemnify CARYA for any damage CARYA would suffer as a result and also undertakes to provide CARYA with all necessary assistance to respond to and/or defend itself against third party claims in connection with elements provided by the Customer.

2.4. It is the responsibility of the Customer to take all measures necessary to ensure the continuity of its business, data storage and systems in the context of the delivery of the ordered Products/Services/Licenses. For example, it is the Customer's responsibility to make necessary backups of its operating systems, applications and data very regularly and in any event prior to any technical intervention or delivery/installation of Products/Services/Licenses by CARYA so that no data can be lost.

2.5. The Customer shall use the Products/Services/Licenses and their subject matter in accordance with the Agreement in a prudent manner and, where applicable, according to the (conditions of use) stated in the Purchase Order, catalogs, manuals, handbooks or other documents made available to the Customer. The Customer declares and accepts that it is responsible and liable for the use of the Products/Services/Licenses by itself and by those using its login information. The Customer warrants that it will adequately secure its login information so that it cannot be accessed by unauthorized persons.

2.6. The Customer shall indemnify and hold CARYA harmless from and against any and all damages on the part of CARYA attributable to the Customer. The Customer also agrees to indemnify and hold CARYA harmless from any claim by a third party against CARYA based on an actual or alleged violation of its rights, including - but not limited to - the Intellectual Rights of the third party, on account of (1) Customer's use of the Products/Services/Licenses for a purpose other than that for which they were intended or in violation of contractual agreements or in violation of applicable mandatory statutory provisions, and/or (2) on

account of CARYA's provision of any Products/Services/Licenses on behalf of the Customer to the extent that the infringing materials (actual or alleged) were provided by the Customer. If CARYA notifies the Customer of such claim, the Customer shall assume the costs of defending against such claim and shall indemnify and hold CARYA harmless from and against any and all costs, damages and/or other relief laid against CARYA.

Article 3: Conclusion of the Agreement - binding nature of CARYA's offers

3.1. An Offer by CARYA is a binding offer (only if the written and/or electronically delivered document is entitled "Offer"; hereinafter "Offer") and is valid only during its period of validity. If the Offer does not contain an explicit validity period, the Offer shall be binding for a period of 14 calendar days from the date of the Offer. After the expiration of this validity period, if the Customer has not accepted the Offer, CARYA shall no longer be bound by the Offer.

3.2. Entries (including, but not limited to: price lists, product descriptions), photographs or drawings, etc. on the webshop, on the website, on publicity documents or other documents of CARYA (which are not an Offer) do not constitute a binding offer by CARYA. In this case, an order by the Customer shall constitute the Customer's binding offer to contract and shall bind the Customer. The Agreement shall be deemed concluded if and from the moment CARYA has expressly accepted the order placed by the Customer.

3.3. The employees, commercial representatives, agents or intermediaries of the Customer who approve/accept an Offer, place an order or otherwise sign an Agreement shall be irrefutably deemed to have the requisite authority to represent and bind the Customer to CARYA. In any Agreement where the invoice is addressed to a third party at the request of the mandator/Customer, the mandator/Customer shall be jointly and severally liable with the third party for the performance of the obligations provided for in the Agreement.

Article 4: Duration and termination of the Agreements Term Agreements (Services and Licenses)
4.1. An Agreement relating to service performance (continuous or consecutive) and an Agreement involving a License may be concluded for a definite or indefinite term. The duration, if determined, is stated in the Order Form. Article 4.2. specifies to what extent and how such term agreement may be terminated.

4.2. If the Agreement is for a definite term, the Agreement shall terminate on the expiration date or upon the expiration of the term specified in the Purchase Order (the "Initial Expiration Date"). However, the Agreement is tacitly renewed each time for a new one-year period if neither CARYA nor the Customer has addressed a registered letter to the other Party no later than 3 months prior to the Initial Expiration Date or any later expiration date. However, the Agreement may be terminated at any time by the Customer upon payment of a termination fee. This cancellation fee is equal to 50% of the fee that would still be due by the Customer if the Agreement had been performed until its next due date and constitutes the consideration for the Customer's right to early termination. However, if the cancellation occurs less than 3 months before the expiration date, the cancellation fee is equal to 50% of the fee that would still be due by the Customer if the Agreement had been performed until the next expiration date (e.g., if the next expiration date is 31/12/2023 and the cancellation occurs in November 2023, then the expiration date of 31/12/2024 is used for calculating the cancellation fee).

4.3. In the exceptional case that the Agreement for Services and/or Licenses is of indefinite duration, the Agreement may be terminated by either Party by registered letter addressed to the other Party subject to three (3) months' notice.

4.4. In any case of termination (whether pursuant to clause 4.2 or 4.3), all expenses already incurred by CARYA up to the time of notification of termination shall further be reimbursed.

4.5. Without prejudice to all of the foregoing, in the event that the Customer terminates while the Service or License in question is accompanied by an annual license or other license of limited duration on third-party software (e.g. Salesforce), the license already ordered by CARYA must in any event be paid for in full by the Customer.

All Agreements (Products/Services/Licenses)

4.6. CARYA shall be entitled to terminate any Agreement with immediate effect and without any prior judicial intervention, by means of a motivated registered letter, to the detriment of the Customer in case of serious default of the Customer. If this can still have a useful effect, a prior notice of default will be sent. Serious default on the part of the Customer shall be considered in any case (non-exhaustive) (in these cases, prior notice of default is never required):
o Customer's use of Products/Services/Licenses and/or their subject matter for fraudulent or illegal purposes.
o "spamming," "hacking," "phishing" or "pharming" by Customer through Products/Services/Licenses.
o Incite rioting through Products/Services/Licenses, especially in the event that it gives rise to attacks (e.g. floats and (D)DoSs) (from outside) on the Hosting Server's network.

Article 5: Prices and price changes

5.1. The prices mentioned on our price lists, webshop, publicity documents, etc. are only indicative and are subject to change by CARYA without prior notice as long as no agreement has been concluded with respect to the Products/Services/Licenses concerned. However, CARYA shall not modify the price stated in the Offer for the Products/Services/Licenses concerned during the validity period of the Offer except in the circumstances provided for in Art. 5.2 and 5.3.

5.2. If the prices of products and/or services and/or licenses delivered or to be delivered by third parties are increased after the preparation of the Offer and/or the conclusion of the Agreement, we are entitled to pass on this increase in the price by notifying the Customer by letter, e.g. by e-mail. This price adjustment will be considered as accepted, unless objection by the Customer within the (5) five working days after sending the notification. If, in the event of timely objection by the Customer, no agreement can be reached (Parties must negotiate in good faith), CARYA shall be entitled to unilaterally terminate the Agreement by simple notification by registered mail, without owing any compensation to the Customer.

5.3. If no other valid provision has been expressly included in special terms and conditions, the following shall apply. The price (hereinafter also referred to as tariff(s)) shall be revised at the proposal of CARYA or the Customer in accordance with the price revision clause below. Tariff changes in accordance with the price review clause below shall be limited to a maximum of one increase/decrease per calendar year. CARYA's decision not to apply an increase in any given year does not constitute a waiver thereof and does not preclude CARYA from applying an increase in subsequent years. CARYA may increase rates to the level resulting from the application of the price review formula below. However, CARYA may also propose lower rates up to a rounded amount for the purpose of maintaining clarity and oversight in its fee schedule.

CARYA will notify the Customer of any increase in the month the increase takes effect.

The changes will be aligned with the Belgian AGORIA DIGITAL index based on PC 200 and will take place on 1 January according to the following price revision formula: Pi = Po * (0.2 + (0.8 * Si /So ))

In which:
So = The AGORIA DIGITAL reference wage cost index of the month January of the year in which the agreement was signed
Si = The AGORIA DIGITAL reference wage cost index of the month prior to the indexation of rates
Pi = The new rate Po = The initial rate
5.4. All our prices are net and VAT exclusive. Costs for shipping from our warehouses, other costs, duties and taxes are not included in the price. The Products are always transported at the Customer's risk, even in the case of carriage paid sale or delivery.

5.5. Without prejudice to the provisions of clause 7.2, each Offer is one and indivisible.

5.6. All CARYA's invoices shall be payable net and without discount in cash at CARYA's address, within the period stated on the invoice and in the absence of such statement, within a period of thirty (30) days after receipt of the invoice by wire transfer to CARYA's bank account.

5.7. Any complaint regarding an invoice, other than those provided for in Art. 8.3 and 10.5, must be sent to CARYA by registered mail within five (5) business days after receipt of the invoice. Upon expiry of such term, the invoice shall be deemed to have been accepted and no complaint shall be admissible.

5.8. Should the Customer fail to pay one or more invoices on time and in full, CARYA shall be entitled to suspend further delivery of and/or the rights of use to one or more Products/Services/Licenses to the Customer. If CARYA wishes to exercise this right, CARYA will give written notice after the expiry of the payment period that if the Customer continues to fail to pay the past due invoice or invoices, CARYA will suspend the delivery of and/or rights of use to one or more Products/ Services/Licenses. Where appropriate, CARYA may also decide to terminate the Agreement in whole or in part to the detriment of the Customer in accordance with clause 4.5.*

Article 6: Scope of delivery obligations CARYA

6.1 CARYA shall only be bound to deliver the Products/Services/Licenses as specified in the Purchase Order or in the concluded Agreement. Should other or additional Products/Services/Licenses be ordered (e.g. during the execution of the Agreement), they shall be charged to the Customer on the basis of the rates applicable at that time. The applicable rates are available upon request.

6.2 Unless and to the extent a provision of mandatory law provides otherwise, with respect to the performance of Agreements entered into by CARYA, CARYA shall only be bound by an obligation of means, and expressly no obligation of results. CARYA makes no warranty whatsoever for specific results.

Article 7: Delivery Terms and Force Majeure

7.1 CARYA shall deliver the Products/Services/Licenses respecting the wishes of the Client. However, CARYA is dependent for the delivery of Products or Licenses and for the performance of Services, among other things, on suppliers or other third parties and must also take into account, e.g., the availability of its employees. Accordingly, unless expressly provided otherwise in writing, delivery or performance dates are provided by way of information only and are therefore not binding.

7.2 CARYA expressly reserves the right to make partial deliveries of Products or Licenses and/or to divide the Services - unless a partial service performance is not useful to the Customer - resulting in the same number of partial agreements. The partial delivery or execution of an order cannot justify the refusal to pay for the Products/Services/Licenses delivered.

7.3 When circumstances reasonably constitute an impediment (temporary or permanent) to the performance of the Agreement and are not attributable to CARYA - specifically, in any case of force majeure, which shall in any case include (non-exhaustively): Strike, lockout, lockdown or similar governmental measures, accident, illness, weather conditions, fire, crimes (such as theft or terrorism), seizure, embargo, blockade, import or export restrictions, war, shutdown, shortage of means of transportation, general scarcity of raw materials or merchandise (e.g., but not limited to, shortage of chips), limitations in energy consumption), shortcomings of third parties, primarily public persons, energy or telecommunications service providers beyond the control of the parties, pandemics, Covid-19, and this both when the force majeure event occurs at CARYA and at its suppliers - we expressly reserve the right - at CARYA's option - to either deliver Products/Services/Licenses equivalent to those stipulated in the Agreement, or to extend the delivery period or to terminate the Agreement in writing, without being required to prove the unforeseeability of such situation/circumstances, without being liable to pay any compensation for the same and without affecting any Products/Services/Licenses already delivered.

7.4 If unforeseeable circumstances occur beyond CARYA's control that result in a significant disruption of the economic balance of the Agreement compared to the situation that existed at the time the Agreement was created, CARYA shall be entitled to request the Customer to renegotiate by registered letter. This registered letter shall be sent within thirty
(30) calendar days of the occurrence of the unforeseeable circumstances. The Agreement will remain in effect until the Parties have signed a written agreement on the changes. If the Parties have not reached an agreement within sixty (60) calendar

days after the request for renegotiation, CARYA has the right to terminate the Agreement immediately and without charge by registered letter, without judicial intervention.

Article 8: Return - conformity

8.1 Return of ordered Products is only possible with the express, written and prior agreement of CARYA. Furthermore, only Products in good condition and in their original packaging may be returned. Software and standard software can only be returned to the extent that it has not yet been installed by/at the Customer. For the avoidance of doubt (but without being exhaustive), specific customized software is not returnable.

8.2. Upon delivery, the Customer shall immediately check the Products/Licenses for their conformity with due attention and thoroughness. In case the delivered Products/Licenses are damaged or incomplete, or in case of error, or in case of any other conformity defect or visible defect, the Customer shall refuse the concerned Product/License or accept it only under written reservation. The Customer must also check the result of delivered Services upon or at the latest immediately after delivery for conformity and visible defects with due attention and thoroughness.

8.3. Any comment or complaint by the Customer regarding visible defects and/or the conformity of the Products/Services/Licenses delivered must be delivered in writing to CARYA within five (5) business days of receipt of the Products/Services/Licenses. If it concerns Products, the comment or complaint must include the shipping note reference. After this period, the Products/Services/Licenses will be considered accepted by the Customer. Any response by CARYA to a late complaint shall not affect the foregoing and shall always be made subject to all rights and without any adverse acknowledgement.

8.4. To the extent permitted by mandatory law, the submission of a complaint to CARYA or the refusal or return of ordered Products/Services/Licenses shall not suspend the Customer's obligation to pay the invoice and shall not give rise to any compensation. If a complaint is found to be well-founded, CARYA shall, without being required to pay any further compensation, at its sole discretion: (i) in the case of Products/Licenses, either repair or replace or take back the same and
(ii) in the case of Services, provide additional/restorative services or proceed to receive a refund or partial refund of the price for the non-conforming portion of the Agreement. If possible and reasonable, repair or replacement shall be preferred.

Article 9: Retention of title/transfer of risk/advance payments/invoicing

9.1 Delivered Products shall remain the property of CARYA until the Customer has paid in full the principal sum (invoice amount) and all additional amounts (such as interest due, possible transport costs, etc.), even if the Products have already been processed/handled. In case of non or incomplete payment, CARYA may invoke the retention of title and recover the Products at any time without the Customer's consent. Until the aforementioned payment has been made in full, the Customer is expressly prohibited from disposing of the Products delivered. The Customer shall immediately notify CARYA by registered letter of any seizure exercised by a third party as long as ownership has not been transferred.

9.2. Risk is transferred the moment the Products leave our warehouses. From that moment, the Customer bears all risks including all risks of loss, theft, destruction and damage.

9.3 CARYA may require an advance of 30% to 50% of the total price.

9.4 Any complaint about an invoice, other than complaints referred to in Art. 8.3, must be sent by registered mail to CARYA within a period of five (5) business days after receipt of the invoice. The Customer shall be deemed to have received the invoice (i) at the latest on the third business day following the invoice date if it was delivered by mail or (ii) on the date of the email if it was delivered by email. After the expiration of this period, no complaint will be admissible unless it is shown that the invoice delivered by mail was not received no later than the third business day following the invoice date. A complaint cannot justify a suspension of payment.

9.5 If an invoice remains unpaid in whole or in part on the due date, the balance/ outstanding invoice amount shall be increased, ipso jure and without prior notice of default, by an interest at the legal interest rate from the Law of 2 August 2002 on combating late payment in commercial transactions, as well as by a fixed compensation of 15% of the outstanding amount in principal with a minimum of 125 EUR and a maximum of 7,500 EUR for the extrajudicial collection costs.

9.6 Payments shall always be offset first against the interest due, then against the compensation for extrajudicial collection costs and only then against the outstanding (balances of the) invoice(s), whereby the oldest outstanding amounts shall be offset first, and this irrespective of any comments or statements made by the Customer on the occasion of his payment(s).

9.7 Finally, the failure to pay an invoice on its due date, any request for amicable or judicial reorganization or for the postponement of payment, or any other fact that demonstrates or makes plausible the Customer's incapacity, shall automatically and without notice of default result in the due payment of all current invoices. Unless and to the extent that a rule of mandatory law would not permit this, these situations shall furthermore entitle CARYA to suspend all or part of its obligations with immediate effect and without prior notice of default and/or to terminate all or part of the ongoing contracts by registered letter with immediate effect and without prior notice of default, nor prior judicial intervention, and this also without being liable to pay any compensation for this.

Article 10: Guarantee for defects (other than non-conformity of delivery) and complaints regarding a Service

10.1 To the extent permitted by mandatory law, the warranty (guarantee) for the Products/Licenses sold, including the warranty for hidden defects (i) shall be limited in time to a maximum of one year from delivery of the Products/ Licenses and (ii) shall be limited in scope to the warranty (guarantee) granted by the manufacturer. If a different warranty provision was included in the Special Terms and Conditions or in a separate agreement, it shall prevail. The Customer shall ascertain the terms of the warranty granted by the manufacturer prior to the conclusion of the Agreement. The consequences resulting from the following situations are in any event not covered by the warranty, nor can CARYA be held liable for them: shortcomings or defects in the hardware, software, telecommunications, electrical environment, etc. of the Customer which were not provided by CARYA; consumables and normal wear and tear of the components of Products; defects caused by the addition of or connection to material or software not included in the Agreement by the Customer or by a third party at the request of the Customer; the modification of the Products delivered (including software)
without the prior written agreement of CARYA; any case of Force Majeure, etc.

10.2 This warranty shall in any event be limited to the repair or replacement of the defective Products/Licenses, the choice between repair and replacement being at the appreciation of CARYA and/or the manufacturer. To the extent permitted by mandatory law, CARYA shall not owe Customer any compensation (additional or replacement). If compensation would nevertheless be due, Art. 13 shall apply.

10.3 Unless expressly agreed otherwise in writing, CARYA does not warrant the suitability of any Product/Service/License to remedy any particular problem. For that matter, any defect of which CARYA is not aware that could potentially affect the Products/Services/Licenses provided shall not be covered by the warranty.

10.4 The granting of any warranty as stipulated above shall always presuppose that the Customer uses the Products/ Services/Licenses delivered with due diligence and in accordance with the terms of the Offer and/or Agreement or in accordance with the normal conditions of use stated in the catalogs, manuals, handbooks or other documents made available to the Customer. The Customer undertakes to maintain the delivered Products/Services/Licenses permanently and optimally, with the purchase costs of new versions being at its expense, unless expressly agreed otherwise in writing.

10.5 If the Customer identifies a defect in the Service or in a Product/License attributable to CARYA, the Customer must notify CARYA in writing of any complaints to CARYA within the five (5) business days following the day on which the Customer identifies the aforesaid defect, on pain of forfeiture / inadmissibility of any claim against CARYA based on such defect. This can be done via Any response by CARYA to a late complaint shall not affect the aforementioned and shall always be made subject to all rights and without any adverse acknowledgement.

10.6 To the extent permitted by mandatory law, communication to CARYA of a complaint about or refusal of ordered Products/Services/Licenses does not suspend the Customer's obligation to pay the invoice.

10.7 Without prejudice to the time limits set forth in Arts. 5.2, 8.3, 9.5, 10.5 and 14.4, which take precedence over the time limit set forth in this provision, the Customer shall not be able to file any claim against CARYA, on any grounds whatsoever, more than 18 months (1.5 years) after the occurrence of the facts underlying its claim.

Article 11: Intellectual Rights and License Terms

11.1 The Intellectual Rights resting on Products/Services/Licenses and their components, regardless of their nature or form (in a non-restrictive manner: source code, graphical user interfaces, pages, image files, sounds, videos, etc.) provided by CARYA in the performance of the Agreement, shall remain the exclusive property of CARYA and/or the original developer/manufacturer.

11.2 Unless expressly agreed otherwise in writing, CARYA shall grant to the Customer only personal, non-exclusive, non-transferable, revocable and temporary use licenses, which only allow use on a single machine at a time. The Customer may not under any circumstances dispose of delivered or made available software and/or Licenses, grant sub- licenses, pledge, alienate, transfer, communicate or lend them, whether for consideration or free of charge, except to the extent expressly permitted by mandatory law.

11.3 The Customer shall always be required to use the delivered Products/Services/Licenses in accordance with all applicable license and use conditions of CARYA and/or the original developer/manufacturer of the Product/License or provider of the Service. In doing so, Customer shall maintain confidentiality where appropriate. The Customer further warrants that the persons (partners, employees, independent service providers, etc.) within its company who will make use of the delivered Products/Services/Licenses shall also comply with all applicable end-user license and use conditions.

11.4 As the case may be, the whole or any part of the Services provided by CARYA may be subject to third party rights or CARYA provides third party software to the Customer, on which it may further make its own developments on behalf of the Customer.

11.5 In the event CARYA provides third-party software to the Customer, CARYA shall, as the case may be and to the extent necessary, sublicense to the Customer, or request the Customer to enter into a license agreement directly or through CARYA's intermediary with the holder of the rights to the third-party software. Rights to third-party software shall in no case be transferred to the Customer.

11.6 The Customer shall at all times respect the terms of the sublicense, the license terms of the holder of the rights to the Third Party Software, or any other applicable restriction on the use of the Third Party Software. Customer shall indemnify CARYA for any and all damages CARYA may suffer as a result of Customer's breach of the aforementioned license terms by Customer.

11.7 CARYA warrants that Services delivered do not infringe any Intellectual Rights of any third party. If the Services provided would nevertheless infringe the Intellectual Rights of a third party, CARYA shall endeavor to do one of the following:
o For the Customer to acquire the right to further use the provided Service;
o Modify the Service provided so that there is no longer a breach; or
o To replace the provided Service with an equivalent service that does not infringe the rights of third parties;

If CARYA indicates that none of the foregoing is reasonably possible for CARYA, then the Customer will be entitled to terminate the agreement with CARYA by notifying CARYA by certified mail of its decision to terminate.

11.8 The Customer acknowledges that the commitments of CARYA included in Art. 11.7 constitute the sole remedy for the Customer in case the Service provided by CARYA infringes the Intellectual Rights of third parties.

11.9 The Customer is in no way permitted to imitate the Products/Services/Licenses provided or to permit or facilitate their imitation, unless and to the extent expressly permitted by provision of mandatory law.

In particular, the Customer is prohibited from directly or indirectly and in whatever form (electronic, paper, etc.) unless and to the extent expressly permitted by provision of mandatory law to:

(i) attempt to circumvent or break security measures or usage restrictions of the Products/Services/Licenses;
(ii) attempt to discover, modify, decompile or reverse engineer the source code or any other component of the Products/Services/Licenses,
(iii) modify, copy (except for archival purposes), translate or create derivative works from the Products/Services/Licenses based on the Products/Services/Licenses,

(iv) rent, lease, distribute, pledge, assign or otherwise transfer or encumber the Products/Services/Licenses,
(v) remove any proprietary notices or labels from the Products/Services/Licenses.

11.10 Any breach of this Art. 11 shall result in the obligation to pay liquidated damages of EUR 2,500 per individual breach and per day that the breach continues, without prejudice to CARYA's right, where applicable, to claim higher damages from the Customer if CARYA proves higher damages.

11.11 The Intellectual Rights vested in CARYA's website and all elements displayed thereon, such as (but not limited to) trademarks, drawings, models, photographs, texts, illustrations, logos, icons, graphics, products and related products are the exclusive property of CARYA, licensors and/or third parties. The Customer is not entitled to use any of these elements without CARYA's prior written consent.

12.1 CARYA as Data Controller CARYA may, among other things within the framework of its contractual relationship with the Customer, collect certain personal data of natural persons employed or active at the Customer (e.g. Name, email address and telephone number of the contact person at the Customer). In such case, CARYA is the Controller for the processing of personal data. In such case, CARYA shall process personal data in accordance with its Privacy Policy, which can be accessed at It is the Customer's responsibility that the natural persons employed by the Customer take note of CARYA's Privacy Policy before providing any personal data to CARYA. These Terms and Conditions and the Privacy Policy form a whole and should be read together.

12.2 CARYA as a Processor of the Customer CARYA may, as the case may be and the specific Service provided, process personal data (e.g. personal data of the End Customer) on behalf of and according to the instructions of the Customer. In this case, CARYA is the Processor and the Customer is the Controller. The relations between CARYA as Processor and the Customer as Processor are regulated in detail in the Processor Agreement attached as Annex to this Agreement and also available on CARYA's website

Article 13: Liability and limitation of liability

13.1 To the extent permitted by mandatory law and without prejudice to the provisions of Art. 10, CARYA shall only be liable for damage suffered as a result of an intentional or grossly negligent act of CARYA.

13.2 In the event that CARYA's liability is established, under no circumstances shall CARYA be obliged to compensate any damages other than those which are the immediate and direct consequence of the fault. Indirect damages shall not be eligible for compensation. Indirect loss shall include (but not be limited to): loss of clients, turnover or profit, loss of and/or damage to data, damage to goods other than the Products delivered or the goods that were the subject of the contract, wage costs and/or other compensation for employees/subcontractors on behalf of the Customer.

13.3 In the event that CARYA' s liability is established and without prejudice to the provisions of Art. 14.2, the total amount of compensation that CARYA is obliged to pay shall never exceed (i) the price (VAT exclusive) of the Product or (ii) in the case of a Service or periodically billed Products/Licenses (e.g. software under a subscription formula), the amounts (VAT exclusive) invoiced by CARYA for the Products/Services/Licenses concerned during a period of six months prior to the harmful event.

13.4 Moreover, the limitations of liability applicable in the relationship between CARYA's suppliers and/or the manufacturer on the one hand and CARYA and/or the end user on the other hand are opposable to the Customer and they are consequently applicable in the relationship between CARYA and the Customer.
13.5 The Customer must report any damage in writing to CARYA immediately and in any event within five (5)
business days of discovery. The adverse consequences of late notification shall be borne by the Customer.

13.6 CARYA is entitled to make the Services/Licenses and their objects such as for instance software temporarily inaccessible/unavailable with a view to optimizing the Service/License, for maintenance or due to a technical requirement without this list being exhaustive. CARYA shall, if possible, inform the Customer thereof in advance and shall take all reasonable measures to limit such inaccessibility/unavailability in time and to the extent possible outside office hours.

Article 14: Recruitment ban on CARYA staff and employees

14.1 Subject to CARYA's express written agreement to the contrary, during the term of the Agreement and for a period of 12 months after the end of the Agreement (for whatever reason), the Customer undertakes to refrain from directly or indirectly recruiting any personnel and/or appointees and/or consultants or associates of CARYA or relied upon by CARYA, employ or otherwise cooperate with them (regardless of the form given to the cooperation by the Customer, including but not limited to, contracts of independent services, consultancy, freelance contracts, contracting agreements, employment agreements, etc.).

This clause has validity throughout the territory of the European Union, Switzerland and the United Kingdom.

14.2 In the event the Customer commits a breach of the undertakings contained in this Clause, then the Customer shall be liable to pay CARYA a lump sum compensation of 15,000 EUR per breach and per week that the breach continues, without prejudice to CARYA's right to recover from the Customer any proven damages in excess of the aforementioned lump sums.
14.3 The Customer expressly acknowledges that the commitments in this Article are reasonable and justified, both in
terms of duration and territorial and functional scope, and do not go beyond what is necessary.

Article 15: Subcontracting

CARYA may rely on subcontractors and independent service providers in the provision and delivery of Products/Services/Licenses and without the prior approval of the Customer.

Article 16: General provisions

16.1 Should any provision (or part thereof) of these Terms and Conditions be invalid or unenforceable, such invalidity or unenforceability shall not affect or impair the validity and enforceability of the other provisions of these Terms and Conditions or the validity and enforceability of that part of the relevant provision which is not invalid or unenforceable. In such a case, CARYA and Customer shall negotiate in good faith to replace the invalid or unenforceable provision (or, as the case may be, part of a provision) with an enforceable and legally valid provision that is as close as possible to the purpose and intent of the original provision. In the absence of agreement between CARYA and the Customer, the court shall have the power to moderate the provision in question to the maximum extent permitted by law.

16.2 No Party may assign the Agreement, in whole or in part, without the prior written consent of the other Party. Notwithstanding the foregoing, a Party may assign all or part of the Agreement to a present or future Related Company.

16.3 Any amendment to the Agreement must be in writing. A particular deviation from the General Conditions agreed in writing (e.g. acceptance of certain conditions of the Customer) can under no circumstances be interpreted as a general deviation from the General Conditions.

16.4 Unless otherwise provided in the Agreement, no failure by either Party to exercise any right established by the Agreement in its favor shall be construed as a waiver of that right.

16.5 In the event of contradictions between the Dutch version of these Terms and Conditions and any other language version, the Dutch-language version shall prevail.

16.6 These Terms and Conditions and all agreements concluded by the Customer with CARYA shall be governed exclusively by Belgian Law, with the express exclusion of the Vienna Sales Convention of 11 April 1980 and with the exclusion of the rules of IPR (private international law).

16.7 All disputes relating to these Terms and Conditions (including disputes regarding their applicability and binding force) and relating to or arising from the contracts subject to these Terms and Conditions shall fall within the exclusive jurisdiction of the Belgian courts and, more specifically, the courts of the district of CARYA's registered office.

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