GENERAL Terms and Conditions of Sale for Brandle by S1 Digital (Articles 1 through 28) and the specific PROVISIONS pertaining to the development of websites and digital applications (Articles 29 through 42)

These general terms and conditions and industry practices apply to all our quotations, work orders, agreements, and deliveries.

Article 1 - Definitions

The Client is the party that placed the order; the Supplier is the party that agreed to fulfill the order.

Article 2 - Sales Proposal

Sales proposals from Brandle by S1 Digital are non-binding and subject to review of the documents to be reproduced and/or typeset. Brandle by S1 Digital reserves the right to refuse an order. Before any advice, proposals, and/or design drawings are provided to the client, an advance payment must be made to cover the design costs. This advance payment will be deducted from the final order.

Article 3 - Orders

The delivery to Brandle by S1 Digital of production elements (raw materials, models, copy, and/or digital files, etc.) with a request—without any express reservation—to provide a proof or design entails a commitment to entrust the execution of the work to this supplier or to reimburse the supplier for the costs incurred.

Article 4 - Quotes

The quoted price applies only to the assignment specified in the quote. Any changes

to the original quote details made by the client will be billed accordingly.

The font and layout will be selected at Brandle by S1 Digital’s discretion in the absence of specific instructions from the client. Quotations are always prepared exclusive of taxes, which are always the responsibility of the client. Clients eligible for a reduced VAT rate or a VAT exemption must provide the necessary proof at the start of the assignment.

A quote is valid for one month for the completion of an assignment within three months. In the case of composite quotes, there is no obligation to deliver a portion of the work for a corresponding portion of the price quoted for the entire project.

Article 5 - Indexation

If wages and/or the prices of raw materials increase, the quoted prices will be revised.

Article 6 - Debtor

Any person or company that places an order with a request to bill a third party for it shall be held jointly and severally liable for its payment.

Article 7 - Copyright - Property Rights

When a contractor performs work in any form that is considered a creative process within the meaning of intellectual property law, Brandle by S1 Digital retains the rights arising from such work, such as the right of reproduction. The client may only obtain these rights by means of a written agreement governing the transfer of such rights. Based on the aforementioned provisions, Brandle by S1 Digital—designer of digitized data and images, graphic design tools, templates, etc.—holds the copyrights to these products. This protection is based on the provisions of intellectual property law. The transfer of copyrights—and specifically the transfer of the right of reproduction—must be explicitly included in a written agreement: this transfer cannot arise from the fact that the creative process was specified in the commission or that this creative process was specifically compensated. Nor does the transfer of ownership of the physical product or the digital data to the client give rise to a transfer of copyrights. Unless a specific exclusivity agreement has been concluded, Brandle by S1 Digital retains the right to reuse its creative work.

Article 8 - Copyright & Right of Reproduction

Any commission involving the reproduction of any element provided by the client that falls under the provisions of intellectual property law implies that the client holds the graphic reproduction rights. The client therefore automatically indemnifies Brandle by S1 Digital against any dispute regarding these reproduction rights. Any dispute regarding reproduction rights shall suspend the execution of the order. If, for the execution of the order, the client provides digital files containing software and fonts, the client specifically indemnifies Brandle by S1 Digital against any dispute regarding the acquisition of the software and fonts and, in general, against any dispute regarding the use of the software. Brandle by S1 Digital is not liable for infringements of third-party reproduction rights if it carried out the assignment in good faith. The client alone is liable.

Article 9 - Mention of the Name of Brandle by S1 Digital

The client may not object to the mention of the name of Brandle by S1 Digital, even if the name of a publisher, intermediary, publicist, or others is already mentioned on the printed material.

Article 10 - Ownership of Production Elements

The production elements necessary to successfully complete an assignment remain the property of Brandle by S1 Digital, which created them. However, on the one hand, ownership of these elements (such as photographs, videos, floppy disks, various digital media, etc.) may be transferred to the client at any time, provided there is an express agreement to that effect and subject to the provisions of Article 7. On the other hand, when the production elements have taken a form that can be used by the client to create new works that will entail reproduction rights, Brandle by S1 Digital retains the exclusive right to the production elements it has created, unless the parties enter into an express agreement governing the terms of the client’s use of these elements.

Article 11 - Proof

At the client’s request, Brandle by S1 Digital will provide a simple proof, such as a laser printout, an ozalid, or an exposure proof. More elaborate proofs—such as color-accurate proofs or proofs on the ordered paper—will be charged separately. If the client does not request a proof, Brandle by S1 Digital shall under no circumstances be liable for the quality of the finished product.

Article 12 - Corrections

Brandle by S1 Digital must implement the corrections specified by the client, but is not liable for any unspecified spelling, linguistic, or grammatical errors. Changes to the original order of any kind (to the text, the editing or placement of illustrations, the formats, etc.) made in writing or by other means by or on behalf of the client will be billed to the client as additional charges and will extend the completion period. This also applies to machine downtime while awaiting the “go-ahead” for the order. Changes communicated verbally, for example by telephone, will be implemented at the client’s risk.

Article 13 - Approval for Printing

The client’s submission of a dated and signed “approval for printing” releases Brandle by S1 Digital from all liability for errors or omissions discovered during or after printing. The “approval for printing” remains the property of Brandle by S1 Digital and serves as evidence in the event of a dispute.

Article 14 - Client’s Materials – Provision

If the client provides materials to Brandle by S1 Digital, these must be delivered on time (taking the order schedule into account), properly packaged, and carriage paid to the Brandle by S1 Digital premises.

Signing for receipt of the shipping documents merely confirms receipt of the materials. If the client delivers prepress materials digitally without a printed version, Brandle by S1 Digital bears no responsibility whatsoever for the result of the exposure.

If the client provides digital files to Brandle by S1 Digital, the client must retain the original files and is responsible for the quality of these files. Brandle by S1 Digital is not responsible for the typographic quality of the print-ready templates or files of laid-out pages that it receives from the client.

Except in cases of willful misconduct or gross negligence on the part of Brandle by S1 Digital, its staff, or its subcontractors, any difficulties or delays during production caused by problems with the materials supplied will extend the delivery period and increase the price by the amount of the

additional costs incurred as a result of these problems.

Article 15 - Client’s Materials – Storage

Brandle by S1 Digital is under no obligation to store the client’s materials. If the client wishes Brandle by S1 Digital to store production elements such as typesetting, film negatives, montages, die cuts, designs, drawings, diskettes, programs, digital (data) files, etc., belonging to the client, the client must agree to this in writing with Brandle by S1 Digital prior to the execution of the assignment. Such storage shall then be at the client’s risk, and the client expressly releases Brandle by S1 Digital from any liability in connection with this storage (including loss or damage), except in cases of willful misconduct or gross negligence on the part of Brandle by S1 Digital.

Article 16 - Client’s Materials - Risk

All goods (originals, models, films, data storage media, print media, etc.) entrusted by the client and located on the premises of Brandle by S1 Digital remain at the client’s expense and risk. The client hereby expressly releases Brandle by S1 Digital from any liability of any kind, including, but not limited to, in the event of damage or loss, whether in whole or in part, and for any reason whatsoever, except in cases of willful misconduct or gross negligence on the part of Brandle by S1 Digital, its staff, or subcontractors, or when the aforementioned storage constitutes one of the principal obligations under the agreement.

The same applies to goods intended for the client. Storage costs will be charged as of the date notified to the client. In the event of non-payment by the agreed-upon date, these goods may be retained as security and collateral for the amounts owed.

Article 17 - Client’s Materials - Insurance

Upon written request, Brandle by S1 Digital is willing to have all risks covered by insurance, the premium for which shall be borne by the client. This insurance covers only the repair of damage to the materials, but never any loss of value that may result from such repair, nor any indirect damages.

Article 18 - Recurring Assignments - Termination

The client may terminate Brandle by S1 Digital’s performance of a recurring assignment—that is, an assignment consisting of recurring sub-assignments—only if the notice periods specified below are observed.

Notice of termination must be served by registered letter. In the event of non-compliance with the notice periods, the client shall compensate Brandle by S1 Digital for all damages and loss of profits incurred during the period of non-compliance.

Notice Period:

• 3 months for a recurring contract with an annual turnover of up to 7,500 EUR;
• 6 months for a recurring contract with an annual turnover of up to 25,000 EUR;
• 1 year for a recurring contract with an annual turnover of 25,000 EUR or more.

Article 19 - Deviations

In the reproduction process, Brandle by S1 Digital is granted a certain degree of leeway with regard to sharpness, tone, and color reproduction. Deviations inherent to the nature of the work to be performed must be permitted.

Article 20 - Delivery Terms

The deadlines stipulated in writing at the time of the order shall not begin to run until the business day following the submission of the necessary materials. The agreed-upon delivery deadlines shall be extended at least to the extent that the client has failed to meet its obligations regarding the submission of the necessary materials, as well as the return of the corrected proofs and the “approval for production.” If, at the client’s request, the execution of an order within a shorter timeframe than the normal or anticipated timeframe results in additional costs, these will be charged.

Delivery takes place at the Brandle by S1 Digital facility. Packaging and transportation are the responsibility of the client. The risk associated with the goods during transportation is borne by the client.

Article 21 - Suspension or Cancellation of the Order

If, at the client’s request, the order is canceled or its execution is temporarily suspended, invoicing will be based on the stage of execution the order has reached (labor, raw materials, subcontracting, etc.). The amount charged will consist of the costs incurred by Brandle by S1 Digital, plus a contractual compensation of 15%. In any case, a minimum amount of 750 EUR will always be charged. If an order is interrupted due to the client’s delay in responding to the documents submitted to them, the order will be invoiced at the stage of execution as indicated above after one month has elapsed.

Article 22 - Payment

Upon placing the order, the client may be asked to pay an advance of 1/3 of the order amount, a similar advance upon submission of the final approved proofs or the “good to order,” and the balance upon delivery. Bills of exchange, checks, money orders, or receipts do not entail any extension of the payment term or deviation from the terms. In the event that one or more deliveries are invoiced as a deduction from an order that has not yet been fully delivered, the client may not invoke this to defer payment until after the entire order has been delivered.

Article 23 - Due Date

Invoices are payable no later than the due date at the Brandle by S1 Digital office. If an invoice is not paid on time, interest shall be due by operation of law and without notice of default in accordance with the Law on Combating Late Payments (August 2, 2002), as well as compensation to cover collection costs, contractually set at 15% of the outstanding debt, with a minimum of €75. Furthermore, Brandle by S1 Digital shall then have the right to demand immediate payment of all other invoices that have not yet become due and of all amounts for which Brandle by S1 Digital has granted the client a deferral of payment. Brandle by S1 Digital shall also have the right to suspend the performance of ongoing contracts until the client has paid the advance payments described in the preceding article.

Article 24 - Right of Retention

Brandle by S1 Digital has the right to retain the goods until the full price has been paid. This right of retention applies to all raw materials, documents, components necessary for manufacturing, objects, merchandise, or supplies provided by the client to carry out the assignment or service, and applies to all documents or items produced as a result of the assignment. The client does not become the owner of the sold goods until the amounts due have been paid in full. However, the risks to which the goods may be exposed are borne by the client as soon as they are made available for pickup.

Article 25 - Complaints

Under penalty of forfeiture of rights, the client must send any complaint or objection by certified mail to Brandle by S1 Digital no later than 8 days after receipt of the first delivery of goods. If the client does not accept the goods, the 8-day period begins on the date of the invitation to accept the goods. In the absence of such an invitation, the period begins on the invoice date. If Brandle by S1 Digital does not receive a complaint within this 8-day period, this shall be deemed to constitute the client’s full acceptance of all goods. If the client uses a portion of the delivered goods, has them shipped to third parties by mail, or has them handed over to a distribution company for distribution, this shall be deemed to constitute acceptance of the entire shipment. Defects in part of the delivered goods do not entitle the client to reject the entire order. Under penalty of forfeiture of rights, the client must send any complaint or objection regarding the invoice for the ordered goods by certified mail to Brandle by S1 Digital no later than 8 days after receipt of the invoice. If Brandle by S1 Digital does not receive a complaint regarding the invoice within this 8-day period, the client is deemed to have agreed to the invoice.

Article 26 - Force Majeure

Cases of force majeure, and more generally, any circumstances that prevent, limit, or delay the performance of the assignment by Brandle by S1 Digital, or that impose an unreasonable burden on the fulfillment of the obligations it has undertaken, shall relieve Brandle by S1 Digital of all liability and entitle it, as the case may be, either to reduce its obligations, to terminate the agreement, or to suspend its performance, without being liable for any damages. The following, among other things, shall be considered as such: war, civil war, mobilization, civil unrest, strikes and lockouts, whether at Brandle by S1 Digital or among its suppliers, machinery breakdown, computer viruses or bugs, fire, water damage, disruption of transportation, supply difficulties regarding raw materials, materials, and energy, and restrictions or prohibitions imposed by the government.

Article 27 - Liability

In the event of an error or poor workmanship, Brandle by S1 Digital’s liability is limited exclusively to making the necessary corrections or remaking the defective films and/or image carriers and shall not give rise to any compensation for damages, except in the case of intentional misconduct or gross negligence on the part of Brandle by S1 Digital, its staff, or its subcontractors. Brandle by S1 Digital shall never be liable for indirect damages incurred by the client, such as loss of profits. In any event, Brandle by S1 Digital’s liability is limited to the contract amount, i.e., the amount the client would have paid had the work been performed to the client’s satisfaction.

Article 28 - Jurisdiction

Any dispute regarding the conclusion, validity, interpretation, or performance of this agreement and any agreements derived therefrom shall be governed by Belgian law and shall fall under the exclusive jurisdiction of the courts of the jurisdiction in which Brandle by S1 Digital is established.

Article 29 - Advisory Services

Brandle by S1 Digital advises the client on the legal and administrative formalities the client must fulfill to launch the website and to secure it, particularly with regard to the protection of intellectual property. This advice is limited to the website itself, without any reference to its content. The content remains the responsibility of the client. If requested, the client declares that the information it wishes to post on the website does not violate any legal regulations and does not infringe upon the rights of third parties.

Article 30 - Software

Standard software is “off-the-shelf” software that was not specifically developed to meet a specific need of the client. Custom software, on the other hand, is tailored to the client’s needs. Software that is freely available for purchase on the market is considered standard software. Brandle by S1 Digital retains ownership of the know-how used or developed for the performance of the contract. Brandle by S1 Digital is free to use this know-how for other purposes, such as the creation of other websites. For this purpose, it may use the software, as well as the code developed specifically for the client, without restriction.

Article 31 - Intellectual Property Rights – Standard Software

The client may not claim any ownership rights or intellectual property rights to standard software. These rights are owned either by Brandle NV, the developer, or a third party. Brandle by S1 Digital warrants to the client that the client may use this standard software.

Article 32 - Intellectual Property Rights – Custom Software

The price specified in this agreement reflects a non-exclusive and non-transferable right to use the custom software in accordance with its intended purpose. This license has no territorial or time restrictions. Ownership of the source code remains with Brandle by S1 Digital at all times; the source code may not be sold, nor made available free of charge or for a fee; it may not be disclosed or transferred, except in the event of maintenance or modification of the site. Modifications to the original software are subject to the provisions governing the specific software. However, this shall never result in any deviation from the provisions governing the rights to the original software. The client exercises the intellectual property rights to the modifications while respecting the rights of Brandle by S1 Digital or any third party to the standard software.

Article 33 - Mention of the Name of Brandle NV

The client may not object to the mention of the name “Brandle by S1 Digital” in a suitable location on the website, together with a hyperlink to the Brandle by S1 Digital homepage.

The client shall ensure that the mention and the link always appear in the correct location and that other (text) elements do not render them illegible. Brandle by S1 Digital may also mention the client’s name in a list of clients who had their website created by Brandle by S1 Digital. This list may serve a commercial purpose or may be provided to third parties for informational purposes.

Article 34 - Confidentiality Clause

Each party undertakes not to disclose or communicate, nor to allow the disclosure or communication of, nor to use, directly or indirectly, any confidential data, information,

applications, methods, and know-how, as well as any type of document of which it became aware during the performance of the contract, unless the other party has given its prior written consent. The confidentiality obligation set forth in this article shall remain in effect for as long as the information in question remains confidential, including after the termination of the contract.

Article 35 - Termination

If the client chooses to have Brandle by S1 Digital also handle the hosting of the website and/or the updating and maintenance of the website and/or the updating of the company data, this aspect of the agreement is entered into for an indefinite term. In the event of termination by either party, the client may have the website hosted by a third party, provided that a 3-month notice period is observed. Hosting contracts are billed on an annual basis. Following termination, hosting will not be discontinued until the start of the next calendar year. However, the client may not claim the right to the transfer of the software specifically developed for the website.

Article 36 - Payment

Before any recommendations, proposals, and/or design drawings are submitted to the client, an advance payment must be made to cover the design costs. This advance payment will be deducted from the final invoice. After submitting the analysis report, the producer will issue an initial invoice. Upon approval of the final design, a second invoice will be issued. Upon signing the acceptance report, a third invoice will be issued. Once the website is launched to the public, production is complete and a fourth invoice will be issued. Other, additional invoicing

is possible, depending on additional requests and/or orders from the client. Each invoice issued under this agreement is due and payable no later than the due date at the offices of Brandle by S1 Digital. The sending of the invoice constitutes a demand for payment. Brandle by S1 Digital may suspend the performance of the ordered work without notice until payment of the amount invoiced to date has been made. If the client fails to make payments within 10 days of the suspension of performance, or if the client cancels further work on the assignment, the assignment will be invoiced based on the stage of completion at that time.

Article 37 - Evidence

If electronic communications between Brandle by S1 Digital and the client are stored on a permanent and unalterable medium, this shall be accepted by both parties as evidence unless proven otherwise.

Article 38 - Website Content

The client is solely and fully responsible for the information that it posts online or requests to be posted online. The client undertakes to comply with all rules or regulations that prevent, restrict, or govern the dissemination of a particular type of information. Possible examples of such regulations include: codes of conduct, privacy protection, respect for intellectual property rights, etc.

The client guarantees that no third parties can assert any rights to the data and materials made available to Brandle by S1 Digital. The client shall indemnify Brandle by S1 Digital against all claims by third parties arising from or in connection with the content of the website. The client shall compensate Brandle by S1 Digital for any damages or adverse effects resulting therefrom.

Article 39 - Taking the Website Offline

Brandle by S1 Digital may, either on its own initiative or at the initiative of a third party, decide to take part or all of the website offline, either temporarily or permanently, if it is convinced that a legal, regulatory, or contractual provision has been violated. The client waives any claim for damages in the event that Brandle by S1 Digital made an error of interpretation in this regard, unless there was intentional misconduct or gross negligence. The temporary or permanent suspension of services, as described in this article, does not relieve the client of its obligation to pay.

Article 40 - Right of Termination

The client may terminate the contract immediately and without compensation if the client remains in disagreement with Brandle by S1 Digital exercising its contractual right to take part or all of the website offline. This is subject to the condition that the client immediately transfers its website, containing the same information, to another provider who agrees to put the website back online.

Article 41 - Change of Provider

If the client changes providers or, in general, engages another contractor, the client is solely responsible for ensuring that this new party has the necessary standard software to enable the site to function properly.

Article 42 - Liability

In the event of an error or poor workmanship, Brandle by S1 Digital’s liability is limited exclusively to making the necessary corrections and shall not give rise to any compensation for damages, except in the case of intentional misconduct or gross negligence on the part of Brandle by S1 Digital, its staff, or its subcontractors. Brandle by S1 Digital is not liable for any adverse consequences or damages whatsoever arising from:

• any modification of and/or addition to the site’s content by third parties and/or by the client, including acts by hackers;
• any use that third parties might make of the information and data made available on the website;
• the use of hyperlinks that infringe on the rights of third parties; Brandle NV is never liable for indirect damages incurred by the client, such as loss of profits. Brandle by S1 Digital’s liability is, in any case, limited to the contract amount (excluding hosting), i.e., the amount the client would have paid had the work been performed to the client’s satisfaction.