1. General

1.1 These general terms and conditions (hereafter "Conditions") of FRANNE BV, with company number BE0795.207.186, established at Nieuwstraat 14, 3806 Velm (hereafter "Franne"), apply to all offers, proposals, quotations (hereafter "Quotations"), orders, agreements and deliveries regarding the supply of goods and/or services by Franne to the customer or potential customer (hereafter "Client"), regardless of conflicting provisions mentioned on Client's documents. Agreed deviations shall not entitle the Customer to any rights for other or future transactions.

1.2 By placing an order, by Client's agreement to an Offer or by Client's signing or (commencement of) execution of the agreement, Client acknowledges acceptance of these Franne general terms and conditions. Franne reserves the right to unilaterally modify these terms and conditions as a result of changes in law or other demonstrable circumstances that warrant it.

1.3 Publication of these Conditions shall be made by Franne. The Client will at all times be given the opportunity to view the Conditions, either on the Internet or in writing. If they are difficult to read or incomplete, Franne will redeliver these Conditions at the first request of the Client (via [email protected]).

1.4 The Customer cannot assign its agreement or any part of it to a third party without the express written consent of Franne.

1.5 If these conditions are drawn up or translated into a language other than Dutch, the Dutch version shall always prevail. The Client remains at all times responsible for the payment of the transferred agreement if the third party has not paid the invoice to Franne by the due date.

2. Quotations & formation of agreement

2.1 Each Franne Quotation is without obligation until acceptance by the Client. Each Quote assumes a B2B relationship, unless expressly stated otherwise.

2.2 Quotations shall remain valid for 14 calendar days from the date of quotation (unless otherwise stated) and shall expire automatically upon the expiration of this period. Franne shall at any time have the right to correct errors in the Quotation or withdraw the Quotation. Where permitted by law, all deadlines stated in a Quotation are purely indicative and not binding on the execution of the Quotation, unless otherwise agreed in writing.

2.3 An agreement is concluded when the Customer has accepted the Quotation. An offer is considered accepted when it is signed by the Customer. Any order or order confirmation by the Customer binds the Customer.

2.4 Any payment and the amount of an advance shall be mutually agreed with the Customer. If an advance payment was agreed, the work shall be commenced upon receipt of this advance payment.

2.5 The Quotation is based on the data provided by the Customer. If it appears that the information is not correct, Client will be informed. If this requires additional performance by Franne, an additional Quotation will be sent to Client.

2.6 By placing the order or confirming the Quotation, the Customer acknowledges being fully informed and understanding what is contained in the Quotation. Any order placed by the Client commits the Client. In case Customer cancels an order then Customer shall owe Franne damages of 30% on the full price of the goods and/or services ordered, unless higher damages are proven by Franne.

3.Financing of Hardware

3.1 If the supply of goods or services by Franne is accompanied by a financing arrangement or leasing of hardware through Franne BV or an entity affiliated to it ("Franne IT-Leasing"), Client acknowledges that the equipment is financed under the terms of a separate lease agreement, which is an integral part of the contractual relationship between Client and Franne.

3.2 For this purpose, Franne, or any third party it designates, shall remain the owner of the equipment delivered until the end of the lease term and/or until full payment of all amounts due under the lease, including any documentation costs, interest, damages and residual value.

3.3 The Customer agrees to properly comply with all provisions of the lease agreement, including those relating to domiciliation, insurance, maintenance and return of equipment.

3.4 Failure by Client to comply with the terms of financing, including but not limited to failure to pay amounts due on time, shall entitle Franne to terminate the agreement with immediate effect and to take back the hardware delivered, without prejudice to Franne's right to damages.

3.5 The Customer expressly acknowledges that it has authorized Franne to enter into the financing of the hardware in the name and on behalf of the Customer, and that it irrevocably accepts the hardware at the time of signing the acceptance certificate or in the absence of a written refusal within 10 business days of delivery.

3.6. All other provisions of these General Terms and Conditions remain in full force and effect, unless and to the extent that they are expressly deviated from in the financing agreement.

4. Completion and risk

4.1 Franne freely determines the means that will be used to carry out its assignment. The parties expressly agree that each of them is and remains a completely independent entrepreneur and that they act completely independently of each other and that no subordinate employment relationship can or will exist between them. The parties confirm that this is an essential element of this agreement, failing which they would not have entered into this agreement.

4.2 Any date of completion is given as an indication only and is not binding on Franne. Delay in delivery shall not entitle Client to compensation or price reduction, nor to rescind the agreement.

4.3 If the parties have expressly agreed on a binding delivery period, this period will be extended if the Client fails to transfer information, documents or images (in a timely manner) and to accept the proofs (in a timely manner), or if the Client places additional orders. This does not constitute an obligation of result on Franne's part.

4.4 If during the execution of the services it appears that the Quotation cannot be technically executed Franne is not bound to execute and may cancel it, without any compensation.

4.5 Franne has the right to use third parties for the performance of certain services, without requiring the consent of or notification to Client.

4.6 Risk shall pass to the Customer from the time of delivery or acceptance of the service.

5. Payment modalities

5.1 Invoicing is always done prior to the following month and with a payment term of 14 days. All invoices are payable on their due date by transfer to the account number BE68 7340 6598 1934. All prices and other amounts are expressed in euros and are exclusive of VAT, other taxes and levies. If these taxes and duties increase after the conclusion of the agreement, this may be passed on/abated to the Customer. Appointees are not authorized to receive payments.

5.2 If the Client fails to make payment within 8 days of receiving a demand for payment, the Client shall owe Franne default interest of 1.5% per month and liquidated damages of 10% of the invoice amount, with a minimum of EUR 150.00, from the date of demand for payment until payment in full.

5.3 All judicial and extrajudicial recovery costs of invoices shall be borne by Customer, with a minimum compensation due of 15% of the total amount of each invoice. Failure to pay an invoice when due (i) shall entitle Franne to suspend its commitments and to terminate this and all other agreements with Customer and (ii) the balance due on all other invoices, even those not yet due, shall become immediately payable.

5.4 Customer shall not be entitled to set-off against Franne.

5.5 In the absence of timely payment of the invoice, Franne reserves the right to immediately discontinue its performance and services until payment of all outstanding debts.

6. Complaints - protest of the invoice

6.1 Any protest must be delivered to Franne by reasoned registered letter within a period of 8 calendar days. For complaints or disputes relating to the services provided, the period starts the day after delivery or, as regards hidden defects, the day after the discovery of the hidden defects (and at the latest 2 months after delivery). With regard to the invoice, the period begins on the invoice date. In the absence of timely protest, the services/invoices are definitively accepted and payment is due.

7. Termination of Agreement.

7.1 Each of the parties may terminate the agreement with a notice period of 30 days from the notification to the other party by registered letter. The notice period referred to in this article shall commence on the third day following the sending of the registered letter.

7.2 If the Customer commits a grave or intentional contractual default, which the Customer fails to remedy within 8 days of receiving a notice of default served by registered mail, Franne shall have the option to terminate the contract with immediate effect. The non-payment of one or more invoices when due will always be considered a serious contractual default.

7.3 Upon early termination of the Agreement by Customer, Customer shall pay for all services rendered and goods delivered by Franne.

7.4 Franne may terminate the agreement at any time in the event of bankruptcy, WCO, liquidation or

serious impairment of the Customer's creditworthiness.

8. Suspension

8.1 If Client fails to fulfill any of its obligations under the Agreement, Franne shall have the right, without prior notice of default, to discontinue the performance of its own undertakings until Client again fulfills its own obligations. All related costs shall be charged by Franne to the Client.

9. Liability

9.1 Franne undertakes to perform all services to be provided with care. All commitments are resource commitments. Franne shall not be liable for errors in performance due to insufficient or incorrect input by Client.

9.2 Franne cannot be held liable for any fault (even a gross fault) on the part of itself or its appointees, except in the event of willful misconduct, fraud or deceit. In no event shall Franne, regardless of the cause, form or subject matter of the claim whereby liability is asserted, be liable for any consequential damages such as, for example, loss of anticipated profits, decrease in sales, increased operating costs, loss of clientele, which Client or third parties may suffer as a result of any error or omission on the part of Franne or an assignee.

9.3 Franne's liability with respect to the services provided to the Client shall in any event be limited to either reimbursement of the price paid by the Client or reperformance of the services, at Franne's option. Franne's total liability shall never exceed the price paid by Customer to Franne for the services that gave rise to the loss. Franne shall only be liable for direct damages. The liability of Franne's auxiliary persons (within the meaning of Book 6 of the Dutch Civil Code), to the extent permitted by law, is entirely excluded.

9.4 Client shall indemnify Franne against any claims by third parties (including claims by third parties relating to intellectual property rights) who suffer damages in connection with the execution of the agreement and the cause of which can be attributed to other parties than Franne. If Franne for that reason may be held liable by third parties, Client is obliged to assist Franne both extra-judicially and judicially and immediately do all that may be expected of him in that case. Should Client fail to take adequate measures, Franne is entitled to do so itself without notice of default. All costs and losses on the part of Franne and third parties that arise as a result will be entirely at the expense and risk of Client.

10. Intellectual property rights

10.1 Intellectual Property Rights means all artistic, literary and industrial property rights (whether registered or not), including but not limited to copyright, neighboring rights, trademarks, trade names, logos, drawings, models or applications for registration as drawings or models, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs and semiconductors.

10.2 Franne grants Client a right of use to the works delivered to Client under the order, for use as described in the Quotation and/or on the invoice. Unless expressly agreed otherwise, the Intellectual Property Rights associated with the works created by Franne are not transferred to Client.

10.3 However, if the work contains (stock) photographs, drawings or moving images that were not supplied by the Customer, then the license to use these (stock) photographs, drawings or moving images that the Customer obtains is subject to the terms and conditions determined by the holder of the rights thereto. As a rule, this license of use will be non-exclusive. Franne makes no warranty whatsoever with respect to these photographs, illustrations or moving images.

10.4 If the work contains Franne's own visual material, Client will receive a usage license to use this visual material in its online communications and social media.

10.5 In case the Customer itself provides material such as texts, images, hardware (parts), software, etc. within the framework of the execution of the order, the Customer guarantees that the use thereof does not infringe any intellectual property rights.

11. Confidentiality

11.1 The parties shall treat all information, obtained orally or in writing, in any form whatsoever, which can reasonably be assumed to be confidential, as strictly confidential and shall not disclose it to third parties without the prior, express and written consent of the other party except in case it is required by law or judicial authorities In the latter case, the disclosing party shall immediately inform the other party.

11.2 Franne will have the right to disclose the existence of the agreement with the Customer for publicity and other commercial purposes.

12. Force majeure

12.1 Situations such as strikes, public unrest, administrative measures pandemics and other unexpected events, over which Franne has no control, release Franne from its obligations for the duration of the nuisance and for their scope, without entitlement to any price reduction or compensation for Client.

12.2 When in the above situation it is concluded that it is no longer possible to reasonably fulfill the commitments (in any case when the force majeure situation lasts or threatens to last longer than 3 months), the agreement will be revised or dissolved by mutual agreement. Any performance already delivered by Franne up to the time of force majeure will still be invoiced.

12.3 Franne's failure to fulfill its contractual obligations as a result of such force majeure situations shall not be grounds for termination, rescission or suspension of the execution of the agreement by the Client, nor shall it entitle the Client to price reduction or compensation.

13. Nullity

13.1 The possible nullity or invalidity of a provision of the agreement and/or this text does not affect the validity of the remaining part of the agreement/terms. Instead of the nullified or void part, that which is closest to what the parties would have agreed in a legally permissible manner if they had known about the nullity or voidability shall then apply as agreed.

14. Non-recruitment

14.1 During the term and for 12 months after the termination of the agreement, the Client shall not employ, recruit or approach directly or indirectly any employees, consultants, representatives or subcontractors of Franne or their personnel involved in the execution of the agreement, regardless of their status, for the purpose of recruitment or direct or indirect cooperation under any form.

14.2 If the Customer violates this Article, it shall be automatically and by operation of law liable for liquidated damages per violation equal to the total gross wages of the affected employee, consultant, representative or subcontractor for a period of 6 months prior to the Customer's non-compliance with this Article, which the parties shall consider to be an estimate of the reasonable damages resulting from a violation of this Article.

15. Electronic billing

15.1 Franne's original invoices will be delivered electronically via the email address obtained from the Client. If the Client still wishes a copy of his invoice to be delivered on paper, this can be done for a fee (€ 10.00 per invoice) by simple request to [email protected].

16. Reference

16.1 Client agrees that Client's name and images of the deliverables will be included in Franne's reference portfolio and may be used as promotional materials, including by publishing them on Franne's website or on social media, unless specifically requested otherwise in writing by Client.

17. Transferability - none of violation of other commitments

17.1 Each party to this Agreement represents and warrants to the other that it has the right to enter into and perform this Agreement and that its performance does not constitute a contractual default or a breach of any obligation that such party would have to third parties.

17.2 This Agreement is not transferable. Nor can the rights under this Agreement be transferred in any way by any party except with the prior written consent of the other party. However, such consent will not be required where the transferee is an affiliated company. All provisions of this Agreement shall be binding and shall inure to the benefit of the parties hereto and their respective successors and assigns.

18. Applicable law - competent court

18.1 In case of dispute, only the Courts of the judicial district of Antwerp are competent, either the Entrepreneurs' Court Antwerp - Hasselt Division, or the Court of First Instance Limburg - Hasselt Division, or the Justice of the Peace Sint-Truiden. Only Belgian law is applicable.