General terms and conditions

These general terms and conditions assume:

aspida bv (hereinafter referred to as "ASPIDA")
Pathoekeweg 9B 012B
8000 Bruges

VAT BE 0790.857.331

E-mail: hello@aspida.be

Telephone: +32 (0)50 153 153

ASPIDA's services can be divided into three main sections:

1. Selling hardware (e.g. firewalls);
2. Licensing software;
3. Support (e.g. support, recovery, installation and configuration of hardware and software).

ASPIDA's services are directed exclusively to enterprises (B2B) (hereinafter: the "Customer").

These General Terms and Conditions always apply to all agreements between ASPIDA and the Customer, to all price proposals and orders, and to all resulting deliveries and services.

Any express deviation is only valid insofar as it is the result of mutual agreement between ASPIDA and the Customer recorded in writing. In the event that specific provisions are included in a price proposal, these provisions take precedence over those stipulated in these General Terms and Conditions. Express deviations are valid only to replace or supplement the clauses to which they refer. The other provisions of these general terms and conditions shall remain fully applicable.

ASPIDA reserves the right to amend and/or supplement its General Terms and Conditions at any time. In that case the new General Terms and Conditions will be published on ASPIDA's website. In addition, ASPIDA will always inform its Customers about changes to essential provisions.

Certain work will be performed on a time-and-expense basis by ASPIDA at its applicable hourly rate. The Customer has the choice of having the work carried out on a time-and-expense basis or requesting a price proposal.

For work under direction, each started fifteen (15) minutes will be invoiced as fifteen (15) full minutes. For interventions (repair, installation, configuration, etc.) on site, a minimum of one working hour will always be invoiced.

If work is not performed on a directional basis, ASPIDA will draw up a price proposal (hereinafter the 'Price Proposal') in respect of the Customer. These Price Proposals are always free of obligation and without commitment on ASPIDA's part and only apply as a proposal with a validity period of fifteen (15) calendar days. If the Customer wishes to accept a Price Proposal, it must inform ASPIDA of this in writing.

The agreement between ASPIDA and the Customer will only come into effect after ASPIDA notifies the Customer in writing that it will perform the order, as included in the Price Proposal accepted by the Customer, against the terms and conditions in the Price Proposal.

In accordance with the Economic Law Code, the parties expressly acknowledge that electronic forms of communication create a valid agreement. ASPIDA may use any electronic files at its disposal, within the limits of the law, to prove the existence of the Agreement. An ordinary, digital or electronically qualified signature is not an essential requirement of proof.

Every service agreement between ASPIDA and a Customer always concerns a service agreement in which ASPIDA, as an independent company, performs services for the Customer at its own expense and risk. Under no circumstances do the Customer and ASPIDA intend to conclude an employment agreement in this regard.

ASPIDA will make the necessary efforts to deliver the hardware products ordered by the Customer promptly.

It is the Customer's responsibility to enable delivery at the agreed place in the presence of the Customer or a third party designated by the Customer. ASPIDA will not be liable if, due to fault of the Customer or the third party designated by the Customer, it cannot deliver at the agreed time. In this case, the Customer will reimburse ASPIDA at its first request for the travel expenses and hours worked.

Any substantial event which seriously hampers, complicates or renders impossible the regular delivery, normal production or installation of the products, will entitle ASPIDA to unilaterally cancel the order or to postpone or suspend its execution without the Customer being entitled to any compensation. Except in cases of force majeure, late deliveries will entitle the Customer to compensation for damages amounting to 0.5% of the value of the products delivered late per week, with a maximum total compensation for delay of 5% of the products delivered late.

Delivery shall be deemed to have taken place once the ordered hardware products have been offered to the Customer once. If an offered delivery is unsuccessful due to a shortcoming by the Customer, the costs of new delivery attempts shall be borne entirely by the Customer.

ASPIDA bears the risk of damage and/or loss of the hardware products up to the moment of delivery. The risk of the hardware products passes to the Customer as soon as the Customer or a third party designated by the Customer takes delivery of the ordered hardware products. Every delivery basically requires the signing of the delivery confirmation but a lack of signature does not affect the transfer of risk.

ASPIDA will only proceed to deliver the hardware products ordered after payment of the selling price has been made. If payment has not been made on time, ASPIDA will not proceed with delivery. If payment has been made after the agreed delivery period, a new delivery period of the same duration will commence, unless ASPIDA indicates that it can no longer perform the order on the same terms. In that case, ASPIDA will notify the new terms and conditions to the Customer, who is free to accept them or not.

In any case, ASPIDA will always retain ownership of all hardware products ordered until the Customer has paid all amounts due, regardless of whether delivery has already taken place.

The Customer or a third party appointed by the Customer who receives the hardware is obliged to carry out a thorough inspection of this hardware immediately upon delivery. The Customer or the third party shall check that the delivery is in conformity and free from visible defects. If the Customer or third party ascertains that the delivery is not in conformity and/or shows visible defects, it will inform ASPIDA thereof, by e-mail or registered mail, no later than 2 working days after receipt of the hardware products.

If the Customer or the third party has not reported a non-conforming delivery or a visible defect, the delivery is deemed to be conforming and without visible defects. The Customer cannot subsequently claim compensation or replacement or repair as a result of a non-conforming delivery or visible defect.

The Customer enjoys a warranty for hidden defects for one (1) year after delivery and subject to the following conditions:

• The delivery for which the warranty is invoked has already been paid for in full by the Customer
• The Customer notifies ASPIDA of the hidden defect within five (5) calendar days after the defect was discovered or should reasonably have been known.

This warranty does not apply to:

• Damage caused by normal wear and tear, accidental or intentional changes inflicted by the Customer on the hardware products, including injudicious and misuse and exposure to moisture, fire and other external causes;
• Damage caused by installation and use in a manner inconsistent with the instructions and information provided by ASPIDA and/or the manufacturer;
• Damage caused after the removal of seals on certain parts and after removal or making illegible the serial number and other numbering of product series; the Customer or an unauthorised third party may never remove these seals without the express written consent of ASPIDA or the manufacturer;

In any case of damage proven by contrary findings, the total amount of the warranty will not exceed the order value of the product delivered. In all cases and at ASPIDA's discretion, the warranty is limited to repair or replacement free of charge, as the case may be. Only if the repair or replacement is excessive or impossible or cannot be carried out within a reasonable period of time, will the Customer be entitled to a full or partial refund. The Customer will have to substantiate this in a clear and justified manner. The resulting compensation can never exceed the amount invoiced to the Customer.

If the above conditions were not met and the Customer wrongly allowed ASPIDA to collect the hardware products, ASPIDA will redeliver the hardware products to the Customer. The cost of this delivery will be borne by the Customer.

ASPIDA licenses third-party software. The Customer undertakes to thoroughly read and comply with the licence terms of such third-party software.

Each licence on third-party software granted by ASPIDA to the Customer is valid for a renewable term ranging from one (1) to five (5) years. The licence period begins on the date on which the Customer gains access to the relevant software.

Each Party has the right to terminate the licence at the expiry of each licence period. The Party wishing to terminate the licence shall notify the other Party by email at least two (2) months prior to the end date of the licence period.

Unless a proper termination took place, the licence agreement is tacitly (and therefore automatically) renewed at the end of each licence period for a new licence period equal in duration to the initial licence period.

In case of unlawful use of the software in violation of the licence terms, the Parties agree that the Customer will owe ASPIDA damages assessed at a flat rate of 150 % of the value of the licensed software, without prejudice to ASPIDA's right to claim its actual damages.

The software, including the texts, structure, layout, graphic elements, presentation, logos and all other possible elements, is protected by intellectual rights. These intellectual rights remain fully owned by ASPIDA or the third party and include, but are not limited to: copyright, neighbouring rights, database rights, and trademark rights and all property rights.

The Customer agrees that in order to protect these intellectual rights, subject to ASPIDA's consent or pursuant to mandatory statutory provisions, neither the Customer nor any third party shall, on behalf of the Customer:

(i) decompile, convert into source code, disassemble, reverse engineer, decrypt, modify or create derivative works of the Software, in whole or in part, including for the purpose of error correction;

(ii) use in any way to provide service bureau services, commercial timesharing services or other computer services to third parties, transmit or provide functionality thereof over the Internet or any other network, copy, sell, distribute, lend, transmit, translate, distribute, display, reproduce, publish, rent, lease, sublicense, or otherwise transfer in fact or in law

(iii) modify or remove, in whole or in part, any proprietary and copyright notices contained in the Software.

The above provisions also apply to the source codes, technical documentation, help texts and user manuals of the software, as well as extracts from the software provided by ASPIDA for publicity or other purposes, whether or not free of charge.

ASPIDA cannot, in the event of recovery, installation or configuration, under any circumstances be held responsible for the consequences of the use of the Internet (including, but not limited to, viruses), hacking, misuse of information and any damage or loss of data and the content of the Customer's website(s).

In terms of viruses, ASPIDA's responsibility is limited to the correct installation or configuration of anti-virus software if the Customer expressly orders it from ASPIDA. ASPIDA can never be held liable for viruses in the Customer's system and their consequences.

The Customer will provide all information and documents necessary for the execution of the recovery, installation or configuration in good time. The Customer undertakes to cooperate in good faith in the execution of the recovery, installation or configuration.

The Customer undertakes to provide ASPIDA's employee in charge of carrying out the installation or configuration with access, during normal working hours, to all rooms and to all installations (hardware, software, networks, etc.) and resources necessary to allow ASPIDA to perform these services in the prescribed manner. The Customer guarantees his presence or the presence of a person appointed by him who is sufficiently aware of the Customer's needs.

The parties undertake to consider the content of any agreement, as well as any communication between the parties, whether electronic, telephone, physical or written, as confidential information and not to disclose it to third parties.

Confidential information includes, but is not limited to:

• All information relating to the performance of the agreement. This includes both technical information and non-technical information;
• All notes, analyses, compilations, studies, summaries, interpretations and other material prepared by the Parties under the Agreement;

The Parties undertake to impose the above duty of confidentiality on all persons related to them who will have access to the Confidential Information. Related persons should be understood as all internal and external employees, including directors, executives, employees, consultants and externally appointed parties.

All Confidential Information will be immediately returned in its entirety and in its original state to the other Party upon simple written request. The obligation to return also covers all physical or electronic copies made of the Confidential Information.

All invoices from ASPIDA should, unless otherwise specified on the invoice, be paid to the following account number:

- IBAN: BE92 0689 4633 1623

- BIC: GKCCBEBB

All invoices must be paid within thirty calendar days of the invoice date, unless otherwise stated on the invoice or unless otherwise agreed with the Customer.

Any invoice, which is not paid in full on its due date, shall by operation of law and without notice of default incur conventional interest on arrears equal to the rate of interest on arrears in accordance with the Late Payment Act of 2 August 2002.

In addition to and above this conventional interest, the customer shall also be liable for compensation for any unpaid invoice, even partial, fixed at 15%, with a minimum of EUR 125. This to compensate the costs resulting from the non-payment, such as administration costs, cash credit costs, etc.

ASPIDA is only liable for any major or repeated minor contractual and/or extra-contractual failure attributable to it and caused in the performance of its agreement with the Customer. ASPIDA's liability is limited to the foreseeable, personal and direct damage of the Customer. In no case shall ASPIDA be liable for damage to third parties, nor for loss of profits, loss of customers, loss of opportunities, etc. The Customer shall take the necessary measures to indemnify ASPIDA against any possible claims by third parties.

APSIDA shall not be liable for indirect, incidental or consequential damages, losses or expenses in connection with, or as a result of the use of or inability to use the product for any purpose. Under no circumstances will APSIDA be liable to repair any direct or indirect damage caused by third parties.

Indirect, incidental or consequential damages should include, without being exhaustive: any form of consequential damages, lost profits, financial or commercial losses, increase in overheads, increased personnel costs, damages due to loss of clients, damages due to loss of personal data, etc. This enumeration is established in a non-exhaustive manner.

In any event, ASPIDA's liability, per claim or series of claims, arising from the same fact or cause, shall not exceed the total of the amounts invoiced to and paid by the Customer for services rendered over a period of three (3) months preceding the occurrence and relating to the specific contract to which the claim relates.

No indemnity will be granted for damages caused by force majeure, accident, invincible ignorance or by the limitations resulting from the state of science and technology at the time of service. For the purposes of this article, third-party errors shall be considered force majeure.

If the Customer fails to perform his obligations, as well as in case of bankruptcy or apparent insolvency, ASPIDA has the right to regard the agreement as dissolved without any notice of default and by operation of law. It suffices to notify the Customer of this by simple registered letter.

ASPIDA has the right to suspend its obligations to the Customer if the Customer fails to comply with all or part of its obligations or if ASPIDA has a well-founded fear that the Customer will not be able to comply with all or a substantial part of its obligations. APSIDA shall immediately inform the Customer of such suspension. APSIDA will reinstate its obligations if the Customer can provide sufficient evidence or guarantees that it will be able to fulfil its part of the obligations. If the Client fails to provide such evidence or guarantees within the period specified by APSIDA, APSIDA reserves the right to terminate the agreement by simple registered letter to the Client, this without the Client being entitled to any compensation.

In case of temporary force majeure, APSIDA's commitments will be temporarily suspended, for the duration of the temporary force majeure, without the Customer being entitled to any compensation. APSIDA shall inform the Customer of this temporary force majeure within a reasonable period of time. As soon as the temporary force majeure ends, APSIDA shall inform the Client and resume its commitments. If the force majeure is a definitive force majeure or a temporary force majeure with a duration of more than ninety (90) days, both parties are entitled to terminate the agreement immediately, without any right to compensation. Performance already delivered by ASPIDA will be invoiced to the Customer.

Non-exhaustion of stock due to unforeseen circumstances, delays in or absence of deliveries by suppliers, destruction of products due to accidents, machine breakdowns, strikes or lock-outs, riots, war, epidemic or pandemic, floods, high absenteeism due to illness, electronic, computer, internet or telecommunications failures, fuel shortages or faults attributable to third parties are considered force majeure.

Any substantial event, which seriously hinders or complicates APSIDA's performance of the agreement, shall give rise to a renegotiation between the Customer and ASPIDA, without the possibility of judicial intervention. If no new agreement can be concluded within a reasonable period, APSIDA has the right to unilaterally dissolve the agreement or to postpone or suspend its performance without the Customer being entitled to damages. The unilateral dissolution or suspension of the agreement shall be notified to the Customer by simple letter.

In the event of dissolution of the Agreement at the Customer's expense or termination of the Agreement by the Customer, the parties expressly agree that the Customer will be liable to pay ASPIDA compensation estimated at a flat rate of 25% of the contract price. The Customer will be liable for additional compensation if the actual damage suffered is higher. In case ASPIDA elects the forced execution of the agreement, the contract amount will be invoiced in full and is immediately due and payable. In this case, ASPIDA will only be obliged to deliver the hardware/perform the services following the intervention of full payment.

The communicated personal data of the personnel (employees, directors, subcontractors, agents or representatives) of ASPIDA or of the Client will be limited to "business contact details", i.e.: name, surname, company address, professional telephone number and professional e-mail address.

Both APSIDA and the Customer will act in their capacity as data controllers with respect to the personal data of the other's personnel. ASPIDA and the Client confirm that they may disclose the personal data of their personnel and have a valid legal basis to do so as required by the General Data Protection Regulation ("AVG").

Both APSIDA and the Customer, shall ensure that (i) their personnel have been duly informed in accordance with the AVG that personal data relating to them will be used, disclosed and/or processed and (ii) appropriate grievance procedures and processes have been developed so that they can claim their rights under the AVG.

Both ASPIDA and the Customer will take appropriate technical and operational measures against unauthorised or unlawful processing of personal data and (accidental) loss or destruction and/or damage.

Except as otherwise provided, any notice or termination under this Agreement shall be given by sending a registered letter to the other Party.

Any notice shall be deemed validly given by sending to the registered office or last known operating address of the other Party.

Any notice shall have effect as of its receipt and shall be deemed to have been received

• on the first working day following the date of dispatch, if the notice was sent by registered mail, provided that the sender and addressee both reside or have their registered office in Belgium; or
• on the third working day (in the country of the addressee) after the date of dispatch, if the notification was sent by registered mail and the sender or addressee does not reside or have their registered office in Belgium.

These general terms and conditions, the annexes thereto and the resulting agreements are governed exclusively by Belgian law, the effect of any other choice of law being excluded. The applicability of the Vienna Sales Convention is expressly excluded.

In the event of any dispute regarding the validity, interpretation, enforcement, operation, performance or termination of these General Terms and Conditions, its annexes and the resulting agreements, ASPIDA will make every effort to find an amicable solution. Failing an amicable solution, the dispute may be submitted to a centre for arbitration and mediation (such as CEPANI).

Any dispute regarding the validity, interpretation, enforcement, operation, execution or termination of these general terms and conditions, the appendices thereto and the resulting agreements will be submitted to the exclusive jurisdiction of the courts of the judicial district of West Flanders.

The nullity, invalidity or unenforceability of (part of) a provision in these general terms and conditions and the resulting agreements does not affect the validity of the remaining provisions. The disputed provision is deemed to stand alone. ASPIDA is entitled to replace this provision by a valid provision with a similar purpose. The use of (sub)titles in the General Terms and Conditions and the appendices has a purely illustrative value.