Terms and Conditions

MBSS NV | Erpe-Mere | 1 March 2023

ART. 1. DEFINITIONS

"MBSS" means: Multicall Business Services & Security NV, a public limited company under Belgian law, with registered office at 9420 Erpe-Mere, Impestraat 23 bus 3, RLE Ghent division Dendermonde, registered with the Crossroads Bank for Enterprises under number 0431.052.261.

The "Client" is anyone with whom MBSS has or enters into a contractual relationship. The "Parties" are MBSS and the Client together. The "Terms" are these general terms and conditions. An "Agreement" is the combination of the Terms and the order confirmation, to which MBSS and the Client are parties.

ART. 2. THE GENERAL TERMS AND CONDITIONS

2.1. The Terms apply, as a framework agreement, to the formation, performance and termination of all Agreements between the Parties, from the acceptance of the Terms. They also apply, on a supplementary basis, to Agreements entered into earlier. If any provision is departed from in a specific agreement (order form, work order, …), this must be done expressly and reciprocally and shall not affect the applicability of the other provisions.

2.2. If MBSS voluntarily does not apply or enforce a clause stipulated in its favour, this shall in no way constitute a waiver of rights.

2.3. Except where clearly proven otherwise, the Client accepts these Terms, if not expressly, then implicitly by, among other things, accepting an offer or paying an invoice on which they are stated, or by not objecting to them within a reasonable but short period from notification thereof, with a maximum of fourteen (14) calendar days.

2.4. The Parties opt for these Terms and agree that the Client's general terms and conditions (in the broadest sense) do not apply to the Agreements, unless they are expressly accepted by MBSS and/or were accepted by MBSS prior to the Client's acceptance of these Terms, in which case the Client's general terms and conditions do apply to the Agreements for which MBSS has accepted them (strict interpretation), albeit on a subordinate and supplementary basis; in the event of conflict between provisions, these Terms shall prevail. The Client waives its own clauses that limit or exclude the application of these Terms to the contrary. There will therefore be no mutual cancellation of terms.

ART. 3. OFFER AND ACCEPTANCE

3.1. The Client is responsible for correctly and fully informing MBSS about its needs. Conversely, all necessary information about MBSS's goods, services and performance is made available to the Client, who may always contact MBSS for additional information, which is why the Client itself is responsible for its final choice.

3.2. Quotations, price estimates and the like are purely indicative and only constitute an invitation to order, and do not bind MBSS. They do not constitute an offer. Quotations bind MBSS for a period of one (1) month from the date of the quotation, provided they are accepted unconditionally by the Client. This acceptance must be express, through signature and return of the quotation by the Client. Until such acceptance by the Client, MBSS may nevertheless revoke it at any time. The Client must check quotations for errors and verify that the proposal corresponds to its needs and wishes. If the Client accepts the quotation subject to modifications or conditions, or only partially, or outside the aforementioned period, the quotation loses its binding force and this acceptance is deemed an offer from the Client to MBSS. Where the Client makes an offer to MBSS, the Agreement is formed if MBSS expressly accepts the Client's offer, or if MBSS implicitly accepts the Client's offer by sending the products and performing the services, or if MBSS issues the Client with a (new) quotation that is accepted unconditionally by the Client.

A quotation must be interpreted strictly. All necessary or additionally requested work or costs for which no price was expressly given are at the Client's expense. Even in the case of an absolute fixed price, additional work and additional costs may be proven and charged by any legal means. All amounts are exclusive of VAT unless stated otherwise. VAT, taxes and other levies, present or future, are always at the Client's expense.

ART. 4. PRICE AND PAYMENT

4.1. All invoices are payable in cash in euros. MBSS will send the client an invoice after delivery, which must be paid in full within fourteen (14) calendar days of the invoice date.

Recurring services are invoiced periodically, in principle monthly, quarterly or annually depending on the subscription chosen by the Client. MBSS remains entitled to send the Client interim invoices at other times of its choosing, according to the progress of the services. MBSS is entitled to suspend the start and delivery of its services until payment has been made, without prejudice to other rights.

4.2. Any debt that remains wholly or partially unpaid by the Client on the due date shall, automatically and without notice of default, bear interest of 12% per year, calculated from the due date until the day of payment, and shall also give rise to a fixed compensation of 10% on the principal amount outstanding on the due date, with a minimum of 125 euros per principal amount, without prejudice to the right to prove and claim higher damages, and without prejudice to the right to compensation for legal costs (including the applicable procedural indemnity) and enforcement costs.

4.3. Furthermore, if a due debt of the Client remains wholly or partially unpaid, all not-yet-due debts of the Client shall become immediately payable. Payments made after the due date shall first be applied to interest, the penalty clause, legal costs and enforcement costs, and only thereafter to the principal amount.

4.4. The Parties mutually declare that these compensations do not create any imbalance, are not disproportionate to the harm that may be suffered by the other Party, and do not exceed the damage that they could foresee at the start of the Agreement, in the event of default by the other Party.

4.5. In the event of non-payment of a single invoice on the due date, MBSS has the right to immediately and without notice of default stop all further deliveries, and all not-yet-due invoices shall become immediately payable. In addition, MBSS has the right, in these circumstances, to declare that it considers all ongoing contracts to be dissolved.

4.6. If, between the order date and the delivery date, a price increase should occur as a result of an exchange rate change or a change in any tax or duty on the goods, this may always be passed on by MBSS. In the event of a price increase, the Client may withdraw from the purchase at the latest on the delivery date, subject to payment of a fixed compensation amounting to 25% of the agreed price.

4.7. MBSS's prices may be revised in line with the evolution of material prices / transport prices / rising labour costs.

Between the moment the order confirmation is signed by the Client and the moment the services are delivered to the Client, the price under the Agreement may be revised in line with the evolution of material prices / transport prices / rising labour costs. This is done on the basis of the following price revision formula:

where:

• P = the new price
• p = the original price stated in the order confirmation
• a = the percentage of the price not eligible for revision (a ≥ 0.20)
• b = the percentage of labour costs in the total price
• S = the new wage index (the month preceding delivery of the services to the Client)
• s = the original wage index (the month preceding the Agreement)
• c = the percentage of material costs in the total price
• I = the new material index (the material cost charged to MBSS after the date of the Agreement, prior to delivery of the services)
• i = the original material index (the material costs in the original price as set out in the order confirmation)
• a + b + c = 1

ART. 5. DELIVERY

5.1. Deliveries are deemed to have been performed and accepted upon leaving MBSS's warehouses, unless otherwise agreed or unless delivery at another location clearly follows from the nature of the service. In the case of delivery at another location, transport takes place at the Client's risk, regardless of the manner and conditions of transport.

In other cases, risk transfers to the Client as soon as it is able to take delivery. The Client is obliged to make delivery possible. MBSS reserves the right to claim, among other things, storage costs. If a delay in delivery arises through the fault of the Client, the goods will be stored by MBSS at the Client's expense and risk. If delivery to a specific location has been agreed, the Client must ensure that the place of delivery is normally accessible and that the Client or a representative is present to receive the delivery. If this is not the case, MBSS is free to take the delivery back, at the Client's expense and risk.

5.2. Delivery times are given for guidance only and are indicative, without any formal obligation of result, and are respected by MBSS as far as possible. A deviation from these is not by definition a default and does therefore not automatically entitle the Client to claim any compensation or to unilaterally terminate the contract.

5.3. All cases of force majeure, or delay caused by the Client (such as changes to the assignment) or by third parties (including suppliers), extend the delivery period, without any right to compensation.

5.4. Delivery and installation are not included in the price. Costs for delivery and installation are at the Client's expense and are stated separately on the invoice. Where MBSS delivers outside its registered office, and/or where it carries out installation, this is done at market-conforming time-and-materials rates, to be assessed at its discretion. All goods travel (including unloading) always for the account and at the risk of the Client.

ART. 6. TRANSFER OF THE AGREEMENT AND SUBCONTRACTING

6.1. MBSS provides its services exclusively for the benefit of the Client. Third parties may derive no rights from the work performed or its results. The full or partial transfer or pledging, by the Client to third parties, of the Agreements with MBSS or of the rights and/or obligations directly or indirectly arising therefrom, shall not be enforceable against MBSS where this occurs without its prior written consent. Transfer of obligations shall in no case release the Client, unless this is unambiguously apparent from the aforementioned consent. The Parties agree that MBSS is always permitted to transfer or pledge the Agreements, or the rights and/or obligations arising therefrom, to third parties.

6.2. MBSS is always permitted to cooperate with third parties (its own suppliers, subcontractors and specialists) in the full or partial performance of its obligations.

ART. 7. LIABILITY

7.1. MBSS is only liable for damage resulting from its intent or gross negligence, except in the case of force majeure, or from failure to perform its essential obligations. Its liability is limited, per claim, to once the amount of the agreed or actually invoiced price for the performance of the assignment (whichever is higher). If it concerns a recurring assignment, this is once the amount of the fees invoiced to the Client during the six months preceding the event giving rise to the damage, or from the start of the performance of the assignment if this period is shorter. In any case, this is subject to a maximum of the actual intervention of MBSS's professional liability insurer, with any excess at the Client's expense. If several claims arise from the same fault, they shall be regarded as a single claim. MBSS can never be held liable for indirect damage, such as, but not limited to, financial and commercial losses, loss of profit, increased costs, disruption of planning, disruption of software, loss of expected profit, capital, clientele, etc.

7.2. Nor can MBSS be held liable for any damage that the professional or a third party may suffer as a result of the malfunctioning or non-functioning of the products and/or services, for damage resulting from any advice given by MBSS regarding those products and/or services, or for damage resulting from the late, incorrect or incomplete delivery of the relevant products and/or services of MBSS.

7.3. Except in the case of gross negligence or intent on the part of MBSS, the Client shall indemnify MBSS against and for all claims by third parties, whatsoever their nature, relating to compensation for damage, costs related to the products, or arising from the use of the products.

7.4. The Client shall indemnify MBSS for all costs (legal costs, attorney's fees, bailiff's costs, enforcement costs, …) arising from the collection of unpaid invoices.

ART. 8. FORCE MAJEURE, HARDSHIP

8.1. Force majeure is the situation in which performance of the Agreement by MBSS is prevented, wholly or partly, whether or not temporarily, by circumstances beyond MBSS's reasonable control. Hardship is any change in circumstances, beyond MBSS's reasonable control, that seriously hinders the performance of MBSS's services and/or gives rise to disproportionate harm to its interests. Force majeure or hardship need not be, or be proven to be, unforeseeable, non-attributable and/or unavoidable in nature (provided that MBSS may not rely on force majeure or hardship where this results from its own intent or gross negligence or that of its agents, or from failure to perform essential obligations). MBSS shall notify the other Party of the force majeure or hardship within a reasonable period. MBSS is not obliged to fulfil any obligation that is hindered by force majeure and/or hardship.

8.2. In the event of hardship, MBSS has the right to require the other Parties to negotiate, in good faith, alternative fair clauses that remedy the hardship. In the event of force majeure or hardship lasting longer than three (3) consecutive months, MBSS is entitled to request or itself invoke dissolution of the Agreement, without liability and without any obligation to pay compensation. The same applies in the event of force majeure on the part of the Client lasting longer than three (3) consecutive months, MBSS being entitled to request or itself invoke dissolution of the Agreement, without liability and without any obligation to pay compensation.

ART. 9. INDEMNIFICATION

9.1. If the Client fails to fulfil one of its obligations and, as a result, a third party has brought or threatens to bring a claim against MBSS and/or its agents and employees, the Client shall compensate and indemnify MBSS and/or its agents and employees for all loss, damage, expenses and liability directly or indirectly arising therefrom.

9.2. The above limitations of liability also apply to liability on the part of MBSS towards third parties resulting from the cooperation with the Client. The Client shall indemnify MBSS against any higher claim from that third party.

ART. 10. COMPLAINTS

10.1. The Client shall submit complaints in writing by registered mail within the following periods, failing which the delivery and/or invoicing shall be deemed accepted:

• General complaint or apparent defect: within five (5) calendar days of the delivery date.
• Hidden defect: within eight (8) calendar days of discovery of the defect, if the Client demonstrates that it could not reasonably have discovered the defect earlier.
• Invoicing: within ten (10) calendar days of the invoice date.

10.2. To be admissible, legal proceedings brought by the Client must be initiated within a short and reasonable period after the formulation of an admissible complaint, with a maximum of six (6) months from:

• delivery, in the case of an apparent defect;
• discovery, in the case of a hidden defect;
• the sending of the invoice, in the case of an invoice dispute;

except for shorter statutory periods. Given the nature of the deliveries and the sector, the Parties accept these periods as reasonable. Disputes do not suspend the Client's payment obligations.

ART. 11. DEFENSE OF NON-PERFORMANCE

If the Client fails to timely and correctly fulfil one or more of its obligations towards MBSS, despite MBSS's compliance with its own due obligations, MBSS may wholly or partly suspend the performance of its further obligations towards the Client until the Client has fulfilled all its obligations. All costs and charges arising from such suspension (including, among other things, standing and storage costs) are at the Client's expense and must be paid immediately. The Client waives any compensation in the event that MBSS makes an error of interpretation in this regard, except in the case of intentional or gross fault. For the purposes of this article, "Client" means the Client and its affiliated companies, and "MBSS" means MBSS and its affiliated companies. MBSS is not obliged to first suspend its obligations before invoking the termination of the Agreement.

ART. 12. RETENTION OF TITLE

Services and goods for which it has been agreed that ownership rights transfer to the Client remain the property of MBSS until full payment of the principal amount by the Client. However, all risk is borne by the Client from the moment of delivery. MBSS is permitted to reclaim unpaid goods on the due date without the Client's prior consent. The Client grants MBSS the right to enter its premises or site for this purpose.

As long as the Client has not fulfilled its obligations, the Client is prohibited from selling, renting out, moving, pledging or processing the delivered goods without MBSS's prior written consent.

ART. 13. DURATION AND TERMINATION OF THE AGREEMENT

13.1. MBSS's order confirmation states whether, and to what extent, the agreed services are provided on a one-off basis or for a specific period. If nothing is agreed, the services are provided on a one-off basis.

If MBSS's order confirmation states that the Agreement has a specific duration, the Agreement may not be terminated during its term, unless expressly agreed otherwise. After the term of the Agreement, it is automatically renewed for one year. If the Agreement has been renewed, it may be terminated with three months' notice. MBSS is entitled, during the notice period, to invoice at least a proportional fee equal to what was invoiced during the twelve months preceding the notice, should the actual services be lower.

13.2. Unilateral termination by the Client, without observing the notice periods or in the absence of force majeure, gives rise to compensation of 25% of the agreed price, in addition to the agreed price for the remaining period.

In the event of unilateral termination by the Client, the Client shall owe a termination fee equal to the fee that would have been invoiced during the remainder of the specific term. If the Agreement was entered into for an indefinite period, a fee is owed equal to the fee that would have been invoiced during a notice period, all calculated pro rata on the basis of the price of the services invoiced during the twelve months preceding the termination. If the Agreement had not yet commenced, the termination fee for these services amounts to 25% of the agreed price.

13.3. These fees are calculated on a fixed basis, subject to MBSS's right to prove higher damages. The Parties declare, given their specific conditions, the nature of the sector, MBSS's services and planning, that they consider these rates to be sufficiently proportionate to the harm MBSS may suffer.

13.4. MBSS may terminate the Agreement immediately, without judicial intervention and without owing any compensation or notice, in the event that the Client fails to fulfil its obligations and/or if continuation of the professional cooperation becomes impossible. Immediate termination is also possible in the event of, among other things, but not limited to:

• a serious or intentional fault or gross negligence by the Client;
• default in payment, dissolution proceedings, manifest insolvency or bankruptcy of the Client.

Such termination shall be regarded as termination by the Client, and the rules relating thereto shall apply.

ART. 14. INTELLECTUAL PROPERTY

All intellectual property rights and derivative rights directly or indirectly connected to the services, goods and performance provided remain the property of MBSS or of the relevant third-party rights holder. Every concept, creation, working method, preliminary design, design, drawing, plan, … remains the property of MBSS.

ART. 15. SEVERABILITY, MITIGATION AND INVALIDITY

Should it appear that a provision of the Terms or of an Agreement is wholly or partly invalid, void or excessive in law, the Parties agree that this provision shall automatically be reduced, and/or that the Parties or the court (of its own motion or upon request) shall reduce this provision to what is legally permitted to the maximum extent and/or shall replace the invalid, void or excessive provision as if it had always existed in its mitigated and/or valid version, being a valid version that most closely approximates the actual and original intention of the Parties. These provisions therefore remain binding to the maximum extent permitted by law. If, more subordinately, a clause must nevertheless be held void and it proves impossible even for the court to provide for a valid replacement clause, this shall not result in the invalidity of the other provisions.

ART. 16. JURISDICTION AND APPLICABLE LAW

All legal relationships between the Parties are governed exclusively by Belgian law. The application of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Disputes relating to these legal relationships fall within the exclusive jurisdiction of the Belgian courts of the judicial district of Ghent, division Dendermonde.

Multicall Business Services & Security NV — MBSS NV | Erpe-Mere | 1 March 2023