Article 1: General Provisions: In addition to the special terms and conditions, the following General Terms and Conditions of Sale apply between NSX and the client. These general terms and conditions apply from the signing of the special terms and conditions. In any case, any general terms and conditions of the client shall not be accepted, or at least shall be subordinate to these general terms and conditions. In the event of any contradiction, these conditions shall prevail.

Article 2: Prices, Rates, and Payment: The services provided by NSX are calculated at an hourly rate and stated in the special terms and conditions (excluding VAT). All price quotations are exclusive of duties, taxes, and/or other levies and are due with regard to the delivery of these services. If due, these duties, taxes, and/or other levies shall be borne by the client and shall be charged at the applicable rate on the date of delivery. At regular intervals, at least monthly, NSX will provide an overview of the services performed and, based on this, invoice the client. Any separate additional costs will be mentioned separately in the special terms and conditions. The invoice provided by NSX is payable on the due date stated thereon or, in the absence of any mention, within 30 days of the invoice date. In the event of failure to pay on time, compensation of 10% is due, as well as interest in accordance with Article 5 of the Act of 2 August 2002 concerning the Combating of Late Payment in Commercial Transactions.

Article 3: Rights of Use: NSX has developed specific software technology (cf. tooling) based on the Normalized Systems Theory, which allows for the partial automatic generation of applications. NSX holds the exclusive intellectual property rights with regard to this software. The client obtains a non-exclusive, non-transferable right to use the services developed by NSX and the client may use these for their own purposes as described in the special terms and conditions. The client is not permitted to copy, transfer, or grant a right of use or licenses thereof to third parties for the services developed by NSX. Nor shall third parties gain knowledge thereof. The client shall not grant third parties access to these developed services. The services and software developed by NSX under this agreement are non-transferable, except with the prior written consent of NSX. In the event of any violation of these provisions, the client shall owe compensation equal to € 10,000.00. In addition to this fixed compensation, NSX reserves the right to claim higher compensation if it proves the existence and extent of the damage. No provision of this agreement can be interpreted as a transfer of any intellectual property of the services developed by NSX. The development tools used by NSX remain the exclusive property of NSX at all times, the developed software may be used by the client for own use without further compensation as agreed in the special terms and conditions.

Article 4: Duration and Termination of Services: The minimum duration of the services, as well as the number of personnel, is stated in the special terms and conditions. In the event of premature termination of the agreement by the client, the client shall owe, by way of fixed compensation, an amount equal to the invoicing amount of the remaining term (calculated on the basis of the average invoiced amounts of the preceding months). After the expiration of the initial duration, the agreement will be extended by the same duration unless the agreement is terminated by one party one month before the expiration of the duration by registered letter. After 2 extensions, this agreement is converted into an agreement of indefinite duration. If a service of indefinite duration has been entered into, the client is obliged to observe a minimum notice period equal to 2 months. In the absence of giving notice, the client is obliged to pay a fixed compensation equal to an invoicing amount of two months (calculated on the basis of the average invoiced amounts of the preceding months).

NSX has the right to stop the services and terminate/dissolve the agreement with the client at any time and with immediate effect without judicial authorization, without prior notice of default, and without payment of compensation, in the following cases: (i) if the client fails to meet their payment obligations and has at least two months of arrears, despite having been warned to do so (ii) in the event of suspension of payments or bankruptcy (iii) in the event of liquidation or cessation of activities. In the event of dissolution, NSX is entitled to the compensation as stipulated in the preceding paragraph of this article.

Article 5: Liability: The services developed by NSX are an obligation of means. Except in the event of fraud or intentional error, NSX cannot be held liable or obliged to pay compensation for any damage resulting from the use of the services or products developed by NSX.

Article 6: Confidentiality: The client is obliged to keep all confidential information, in particular all technical information relating to the services developed by NSX, confidential at all times. The provision of this information to third parties is only permitted in the event of prior, written consent by NSX or in the event of a legal obligation to provide this information. The client is obliged to take all reasonable measures to protect the services developed by NSX and all related information.

In doing so, the client applies the same level of protection as for their own confidential information, provided that a minimum degree of protection is ensured which, in view of the practices in the sector, may be expected of a reasonable and careful company. In the event of any violation of the provisions of this article, the client shall owe NSX compensation equal to € 10,000.00. In addition to this fixed compensation, NSX reserves the right to claim higher compensation if it proves the existence and extent of the damage.

Article 7: Applicable Law and Competent Court: This agreement and all rights and obligations arising therefrom for the parties, as well as the negotiations of this agreement, are fully subject to Belgian law, without effect being given to any other choice of law or to any provision of international private law that would designate another law. Exclusively the materially competent courts of Antwerp (Antwerp division) have jurisdiction for any dispute relating to the conclusion, validity, interpretation, and execution of this agreement.