General conditions for AppSolution retail and licence allocation

1. Definitions. AppSolution is the business name used by APPSOLUTION SA in Belgium, registered in the Banque-Carrefour des Entreprises (Belgian company database) under no. 0821.540.312, domiciled at 1050 Bruxelles, Chaussée de Vleurgat 15.

2. Application field. These general terms make up the contract that binds the parties, with the exception of the terms specific to the Client. No exceptions to these terms shall be admitted without AppSolution's prior written consent. The lack of implementation of a provision contained in these terms may not be construed as AppSolution's permission to use it.

3. Quotes. AppSolution quotes are understood as not including VAT, packaging or transport costs. They are valid for 15 calendar days as from the date of the publication of the sale. To be valid, the APPSOLUTION quote must be explicitly approved within this timeframe.

4. Down payment. All orders shall be subject to a down payment of 50%, which is calculated based on the total price of the sale, including VAT.

5. Cancellation. In the event that an order is cancelled, the down payment made by the Client may be retained by AppSolution as compensation. The Client must also reimburse AppSolution for any costs incurred up to the day of the cancellation that are subject to invoicing, as applicable.

6. Modification. Any modification to the order that occurs after the acceptance of a sale must be notified in writing to AppSolution which, if it accepts, reserves the right to modify its sale as a result.

7. Liability. AppSolution is not liable for files, models, drawings, materials or any other element received from the Client for the execution of the contract. The Client guarantees that he or she is owner and/or legally authorised to use all the elements provided (typography, photographs, drawings, models, etc.). AppSolution shall be held harmless for any third party claims related thereto in terms of principal, interest and costs. AppSolution is not liable for the material provided by the Client, who undertakes to insure them against any kind of risk (theft, fire, deterioration), to the full discharge of AppSolution.

AppSolution has no obligation to retain its work unless its storage has been explicitly agreed upon.

In short, the Client recognises and accepts that APPSOLUTION has an obligation of means in terms of the projects entrusted to it. APPSOLUTION shall only be liable for its wilful misconduct or gross negligence and shall not assume any liability in connection with the questioning of a vicarious liability such as loss of goodwill or other similar liabilities. In any situation, APPSOLUTION's liability shall be limited to the amount paid by the Client in connection with the services provided in the execution of the sale explicitly approved by the Client.

8. Tests. Upon the client's request, AppSolution can take a preliminary test. If the client does not request a test, AppSolution is in no case liable for the quality of the finished product.

Upon express request of the Client, AppSolution may take a second and, when appropriate, third test in order to take the detailed wishes expressed by the Client into consideration.

If the Client does not make a definitive choice between the three proposed tests, the provision of further tests at the Client's request will be subject to an additional invoice. This additional work will be performed in-house at an hourly rate of €75, not including VAT.

9. Intellectual property rights. The client recognises that APPSOLUTION is the sole proprietor of all intellectual or industrial property rights associated with the work performed. Unless an exception is expressed, the agreed upon price does not include any transfer whatsoever of rights for any reason. In the same spirit, the source code of computer programs developed in the course of service provision are never given to the Customer. APPSOLUTION remains the full proprietor of its knowledge developed in the course of service provision.

As a result, all property rights and all intellectual property rights, titles and interests contained in the software product are and will remain the exclusive property of the developer, and if applicable, of third party developers that have secured a licence from the developer for any part of the software product, including but not limited to:

• the application's source code and object code;
• any copy of the application, whether or not it was produced by APPSOLUTION;
• any corrected or updated version of the application; * any new, expanded or improved version of the application;
• any correction of errors, bugs, programs or updates associated with the application;
• any documentation pertaining to the application and its operation, regardless of its form and medium;

User licence rights are the only rights granted to the Client.

10. Timeframes. Delivery and execution timeframes are only provided as an estimation and as such are not binding for AppSolution. A delay in execution or delivery cannot in any circumstances be grounds for compensation, damages and interests or for a resolution of the contract.

11. Claims. Receipt of work from AppSolution or partial use of the work implies definitive approval of the delivered product. Claims pertaining to the work delivered shall be admissible only insofar as notice is provided by registered letter within eight days of delivery or of the notice to receive delivery. These claims, however, do not suspend the obligation to provide payment within the stipulated term.

12. Payment. Unless otherwise stipulated, invoices are payable in cash at the APPSOLUTION headquarters or at the financial institution indicated on the invoice.

All invoices that remain unpaid as of the due date will, by operation of law, incur annual interest of 15% monthly up to the date of payment, as well as a conventional penalty clause of 15% with a minimum of €125.00, without prejudice to application of the law of 2 August 2002 in relation to commercial transactions.

Receipt of the invoice constitutes, under operation of the law and in accordance with Article 1139 of the Civil Code, legal notice for the debtor through the expiration of the term, and there is no need for further documentation for this purpose. In the event that payment is not made by the agreed upon date, AppSolution also reserves the right to immediately suspend all further execution of work or deliveries, aside from its right to treat the contract as resolved to the Client's exclusive detriment and to demand damages and interest.

Miscellanious. The potential nullity of one of the clauses in these terms does not alter the validity of the other provisions.
This agreement is subject to Belgian law and any challenge thereto shall come within the exclusive jurisdiction of the courts of the Arrondissement of Brussels, and where applicable of the Justice of the Peace of Brussels, ruling in the French language.