General Terms and Conditions

General Terms and Conditions of Corilus N.V./S.A.

Places of Business

4 Gaston Crommenlaan Box 26
9050 Ghent

25 B Luchthavenlaan
1800 Vilvoorde

2 Rue du Moulin
5030 Gembloux

Registered Office

Corilus N.V./S.A. (public limited company)
4 Gaston Crommenlaan Box 26
9050 Ghent
BE 0428.555.896

Ghent Register of Legal Entities

1. Price quotes are valid for thirty calendar days (unless stated otherwise). The price indicated in the quote only applies on condition that the client has provided Corilus N.V./S.A (or an affiliated company) all of the information necessary or useful for the fulfilment of the order. Quotes, contracts and collaborations are subject to the present general terms and conditions. The client was and is able to consult these general terms and conditions at any time at www.corilus.be/algemene-voorwaarden. Application of the general terms and conditions of the client is explicitly excluded, even if the general terms and conditions of the Client contain a similar clause.
   
   Corilus N.V./S.A. (or an affiliated company) is only be bound by a written confirmation of client orders by an authorised person within its organisation.

2. The supply times and conditions of supply indicated on the price quote are approximate, and, where the case arises, may be adapted at the time of finally placing the order, amongst others, due to any delay of the client in signing the order form or change in the situation at suppliers (e.g. availability, and changes in configuration or price). Corilus N.V./S.A. (or an affiliated company) is not liable in the event of delayed supply, except where delayed supply is exclusively attributable to a deliberate, fraudulent or serious fault on the part of Corilus N.V./S.A. (or an affiliated company). Delay in the hand-over date cannot result in the annulment of the agreement. Unless stipulated otherwise in writing, goods shall be deemed to be sold ex works.

3. Force majeure/unforeseen circumstances. In the event of circumstances beyond our control and of such a nature as to render performance of the contract impossible, difficult or considerably more onerous than at the time of drawing up the agreement, so that performance can no longer be reasonably demanded of us, and in the event of force majeure, we shall have the right to cancel all or part of the contract without obligation to pay compensation (for example, import or export ban, measures issued by official bodies which render supply impossible, difficult or considerably more onerous than at the time of drawing up the agreement, interruption of rail or air traffic, natural disasters, war, (threat of) terrorism, strikes, lock-out, hacking, disease and pandemics (including measures imposed by the government to prevent the spread of viruses/diseases), staff shortage, organisational circumstances, seizure, fire, breakdown of machinery and/or tools, scarcity of (raw) materials, bankruptcy or delays at suppliers or subcontractors, etc.).

4. If the client cancels the order prior to supply, the client shall owe a fixed sum of compensation of 50% of the order amount, without prejudice to the right of Corilus N.V./S.A. (or an affiliated company) to claim a higher amount of compensation if the actual costs linked to this cancellation exceed the fixed sum of compensation. Any advance received shall remain acquired by Corilus N.V./S.A. (or an affiliated company), in any case.

5. The client accepts the hardware, software and databases supplied as compliant with the order placed with either a (recognised) distributor or directly with Corilus N.V./S.A. (or an affiliated company). Corilus N.V./S.A. (or an affiliated company) cannot enter into any obligation regarding the functioning of its software, or have it adapted to hardware systems and/or software environments which do not meet minimum requirements, taking into account technological progress and on the basis advice provided by it. The ability to perform an upgrade (new version) of the programme and to update of the databases and/or software, may be rendered dependent on an adaptation of the client’s infrastructure. The client cannot cancel this agreement if the hardware and software configuration no longer comply with the general requirements applicable at that time.

6. No complaint regarding supply shall be acceptable, unless it is formulated in writing and sent by registered mail within 8 days of receiving the goods, or if the goods have meanwhile undergone any manipulation. No goods may be returned without our prior written consent, which shall specify the type, quantity and value of any goods which may form the subject of it. It shall never suspend payment of the sums owed, and consent to the return of goods shall never constitute an acknowledgment of any fault or damage. The transport costs shall be paid for by the buyer, unless the return of the goods is unequivocally proven to be directly caused by a fault of the seller. The seller shall only be responsible for latent defects, if it can be demonstrated that he had knowledge of them. This knowledge shall not be presumed, it must be proved by the buyer. In each case, responsibility for latent defects is limited to three (3) months from supply, and any defects which become apparent after supply shall (until proved otherwise) be presumed to be the result of an incorrect manipulation by the buyer.
   
   The client must notify the supplier of this no later than two (2) Working Days from the defect being discovered, or being reasonably expected to be discovered, and at latest within three (3) months of supply, on risk of expiry. The liability of the seller (for visible damage or latent defects) shall never exceed the invoice value of the goods.

7. Ownership/IP.
   A) The software, databases, manuals and all other documents/tools made available shall remain the property of Corilus N.V./S.A. (or an affiliated company) and/or its title holders. Under no circumstances may this information be handed over or transferred to third parties, without the advance consent of Corilus N.V./S.A. (or an affiliated company). Software and services form the subject of separate individual agreements, e.g. a licensing agreement. Clients’ rights and obligations arising out of this agreement cannot be sold or transferred without the advance written consent of Corilus N.V./S.A. (or an affiliated company).
   B) Corilus N.V./S.A. (or an affiliated company) retains all intellectual property rights and rights to, and interests in, its products in the broadest sense. All rights granted to the Client in the Agreement, are reserved by Corilus N.V./S.A. (or an affiliated company). The product names are trademarks of Corilus N.V./S.A. (or an affiliated company), which may not be used without the advance written consent of Corilus N.V./S.A. (or an affiliated company). The client gains the right to use intellectual property rights relating to the goods and/or services solely for the purpose intended at the time of concluding the agreement. The right of use of the intellectual property rights which is granted to the client, is non-exclusive, not transferrable to third parties, and (where the case arises) is non-sublicensable. The rights of use granted apply exclusively to use by the client. Unless agreed otherwise, the client is not permitted to process or commercialise the goods/and services for third parties.

8. Any assistance (support contract, service contract, etc.) agreed shall be provided in accordance with the conditions of a separate individual agreement.

9. Term. Unless stipulated otherwise, agreements (for maintenance, update, upgrade and/or support, etc.) are for an unlimited term. These agreements may be cancelled by registered letter at least three months prior to the anniversary of the commencement of the agreement. Agreements for an unlimited term can be cancelled by registered letter, which must be sent at least three months before the end of the initially agreed non-cancellable period; failing this, they shall be prolonged for one year.

10. Responsibility of the Client. The client has civil and ethical responsibility for the correct interpretation and the judicious use of the software and databases supplied, and for the actions performed by him. Corilus N.V./S.A. (or an affiliated company) rejects any possible liability which may be invoked against it, and the client accepts this.

11. A possible temporary incompleteness of the Software/databases supplied can never be grounds for premature termination of the user agreement, as long as the client, depending on the chosen information carrier, receives updates at regular intervals, and as long as Corilus N.V./S.A. (or an affiliated company) can prove that work is continuing on the implementation of new data.

12. The undertakings of Corilus N.V./S.A. (or an affiliated company) are undertakings of means. The total liability of Corilus N.V./S.A. (or an affiliated company) for an attributable shortcoming in the respect of this agreement, or on any other legal ground at all, is limited to compensation of the direct damage suffered by the Client, amounting to the annual fee/license paid in the year preceding the damage-causing event. Nor can the client claim indemnification by Corilus N.V./S.A. (or an affiliated company) for:

- Indirect or direct damage (such as but not limited to loss of income, environmental damage, loss of profits and third-party damage, or any consequential damage caused by the goods and/or services of Corilus N.V./S.A. (or an affiliated company);

- Damage arising due to incorrect, unreliable, incomplete or late input or instructions by the client or an appointee of the client, inter alia, regarding instructions relating to the services of Corilus n.v./s.a. (such as specifications, functionalities, applications, the aim for which the goods and/or services are intended, quality requirements, etc.);

- Damage arising as a result of use of the goods and/or services in a manner other than that for which they were developed or intended;

- Damage arising due to careless and/or injudicious use, or due to use contrary to the instruction manual of the goods and/or services;

- Additional damage arising due to continued use or application by the client after the detection of a defect;

- Defects which are directly or indirectly caused by an act of the client or a third party, regardless of whether this was caused by a fault, negligence, carelessness or failure to apply these conditions;

- Damage which would not have occurred if the client had acted with sufficient diligence to limit the damage;

- Damage caused by force majeure or hardship.

      Corilus N.V./S.A. (or an affiliated company) can never be held liable for damage incurred as a result of the default of suppliers, the client or any other third party.

13. Data Processing Agreement of Corilus. Unless agreed otherwise, any processing of personal data shall be subject to the “Corilus Data Processing Agreement”. The Corilus Data Processing Agreement (“Corilus Verwerkersovereenkomst”) is available on the Website: www.corilus.be/verwerkersovereenkomst.
    By signing the Agreement, user license, Order Form, payment invoice and/or by accepting these general terms and conditions, the Client declares that he has inspected and agrees to the provisions of the Corilus Data Processing Agreement, prior to the collaboration.
    
    The processing of personal data by Corilus N.V./S.A. (or an affiliated company) in the capacity of data controller, occurs in accordance with the privacy policy published on the website.

14. The client is obliged to perform a proper back-up of his system and data at regular intervals, and to carry out strictly and correctly all of the instructions contained in the user documentation (integrated help, manuals, etc.). Where the case arises, Corilus N.V./S.A. (or an affiliated company) may provide a recuperation effort in the event of the loss of data, on the basis of an ad hoc intervention agreement to be concluded at that time. This can never be linked to a guarantee of result.

15. The license if not paid for in one single payment, and the additional services, or the annual and monthly payments in the event of financial leasing, and the agreements relating to updates, upgrade and support must be paid before the start of the respective licensing period or service period.

16. Price and Payment
    A) Deposit. If it wishes, Corilus N.V./S.A. (or an affiliated company) may request advances for orders above a certain amount.
    
    Unless agreed otherwise, payment must be made within 15 days of the invoice date. Two weeks after a written warning or notification of default, each late payment of rent and any other fees shall accrue interest for Corilus N.V./S.A. (or an affiliated company) of 1.5% per month commencing from the invoice date, uplifted by administrative costs of €150 [not including VAT] per notification of default.
    
    B) Index/Revision of Price. Fees are annually indexable in line with the “Agoria digital index” as follows: P = P0 x [0.20 + 0.80 x (S/S0)]

• P0 = initial price
• P = revised price
• S0 = the index for the reference pay cost for companies in the digital sector, recognised by the Federal Public Service Economy, SMEs, Self-Employed and Energy, and published by Agoria for the month of December of the year preceding indexation.
• S = the aforesaid index figure of the month of December known at the time of the price revision performed on 01/01
  
  Failure to perform the adjustment on 1 January of a specific year shall not result in loss of the right to perform the adjustment at a later date.
  
  Corilus N.V./S.A. (or an affiliated company) also has the right to perform other price changes. Corilus N.V./S.A. (or an affiliated company) shall notify the Client by email at least 3 months before the change comes into effect. The Client shall have two months from the time of this notification in which to terminate the agreement by registered letter.

17. If the payments owed are not paid, Corilus N.V./S.A. (or an affiliated company) shall be discharged of any obligation and responsibility in respect of the data stored. Where the case arises, Corilus N.V./S.A. (or an affiliated company) shall also no longer be obliged to provide services. No rights can ever arise for the defaulting client, if the provision of ad hoc services is continued.

18. These general terms and conditions, and more recent versions of them, are binding for both parties, from the time of clients receiving letters and documents to which these general terms and conditions of sale are attached. They replace any older terms and conditions.

19. Belgian law shall apply. The courts of the judicial district of East Flanders (Ghent Department) shall have sole jurisdiction.