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Terms and Conditions

All of our sales, work, deliveries and services are made under the following conditions:

Scope of Terms and Conditions

Unless there is a written agreement expressly derogating from these terms and conditions, any agreement concluded with Andromede Digital, whose registered office is located at Rue du Corbeau 110, 1030 Brussels (BCE 0764306253) (hereinafter "Andromede") shall be subject to the terms and conditions set out below. These terms and conditions govern any agreement with the customer in which Andromede acts as a vendor or service provider and are deemed to be reproduced therein. They apply to all business relations between the parties and to all future agreements between them. The "Subject Matter of the Order" refers to all services and products which are the subject of the order or directly or indirectly related to it, as well as any element constituting these products. Any co-contractor of Andromede is presumed to have knowledge of these terms and conditions and to have accepted them without reservation. Any contrary condition set by the client, in particular in his general terms of purchase, will therefore be unenforceable, unless expressly accepted in writing by Andromede. Andromede's failure to protest against provisions or documents that refer to the customer's general terms and conditions does not imply acceptance of the latter. The fact that Andromede does not, at a given moment, avail itself of any of the present general terms and conditions of sale, cannot be interpreted as a waiver of the right to avail itself of any of the said terms and conditions at a later date. Andromede and the customer are only bound by the agreements that concern them directly. Under no circumstances may the client claim against Andromede the effects of agreements made with third parties, nor may the client claim any obligation of Andromede with respect to contractual relations or commercial conditions concluded with third parties. The cancellation of any of the clauses shall not affect the application of the other clauses of these terms and conditions. Andromede reserves the right to change its general terms and conditions without notice to the customer and without the possibility for the customer to claim any compensation. It is therefore the responsibility of the customer to check whether any changes have occurred.

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Offers and requests

Any commitment made verbally is only valid and binding on Andromede if confirmed in writing. All prices quoted by Andromede are exclusive of VAT and any other taxes. The prices mentioned are calculated for services performed during normal working hours, i.e. from Monday to Friday between 9 am and 5 pm. For any work requested outside of these days and hours, Andromede reserves the right to charge an additional fee depending on the days and hours requested. Quotations are drawn up on the basis of the current prices of materials, salaries and various taxes and may be readjusted in the event of a possible increase in these. The submission of a quotation does not imply any obligation on the part of Andromede to perform the work. The contract is only concluded after the client has signed the order form and after Andromede has acknowledged receipt of the order. Andromede reserves the right to revoke its offer at any time before it is accepted by the customer. No order can be cancelled after it has been accepted by Andromede. If the client wishes to modify the order during its execution, it may do so only with the written consent of Andromede and subject to a possible increase in the price of the services.

Timelines

Timelines are given as an indication only. In addition, any delay attributable to the customer or its principal, at the beginning or during the course of supply, may result in the extension of delivery times. Unless otherwise stipulated, a delay in execution may not, under any circumstances, give rise to the right to cancel the contract and no compensation may be demanded.

Reception and Claims

Receipt of the Subject Matter of the Order shall mean the express or tacit recognition by the Customer of the conformity of the Subject Matter of the Order concerned with the Contract. Unless otherwise specifically agreed with the customer, the following principles are, applicable: Any complaint concerning the Object of the order, in order to be taken into consideration, must be formulated, by registered letter, within (five) 5 working days following, as the case may be, the end of the execution of the work or the delivery and must be the subject of a precise description of the non-conformity in relation to the contract. If the customer fails to make any observations within five (5) working days of the end of the work or the date of delivery, as the case may be, acceptance shall be deemed to have been granted by operation of law. In the event of a complaint by the customer at the time of acceptance, acceptance shall be deemed to have been granted by operation of law as soon as the non-conformity has been rectified. By express agreement, the use for operational (production start-up) or commercial purposes of the Order Object is equivalent to a final acceptance of the same and is carried out under the sole responsibility of the customer, An acceptance acquired cannot be questioned on any grounds.

Privacy

Andromede guarantees the confidentiality of documents transmitted from hand to hand by clients. However, this guarantee does not extend to the mailing or couriering or emailing of documents.

Invoices, Payments

Unless expressly stipulated otherwise in advance, all Andromede invoices are payable in cash at Andromede's registered office. Failure to pay an invoice by its due date shall render the balance of the customer's account immediately due and payable. Andromede reserves the right to suspend services in case of non-payment of invoices during the course of a project. The amount of each invoice that has not been paid in full within 30 days of the due date will be, by operation of law and without the need for any summons or summons, increased by 10% as a penalty clause, without prejudice to the possible application of article 1244 of the French Civil Code to the debtor. In addition, late payment interest at the rate of 8% per annum shall be due from the due date without the need for a formal notice. This clause does not affect the immediate payability of the debt. Even if a payment term is agreed upon, Andromede reserves the right to deliver and/or perform the services on a cash on delivery basis or to claim payment prior to shipment or performance of the Subject Matter of the order, when the financial situation of the customer justifies it, which is in particular the case if the customer does not strictly comply with his obligations towards Andromede or another supplier, if his credit is undermined or if his property has been seized. Under no circumstances may payments be suspended or offset in any way without the prior written consent of Andromede. Any partial payment will be charged first on the non-preferential part of the claim, then on the late interest and finally on the principal sums that are due the earliest.

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Transport - transfer of ownership and risk

The Order Object remains the property of Andromede, even after delivery if it remains identifiable, until the customer has fulfilled all its obligations, including payment in principal interest and costs, towards Andromede arising from any contract or order concluded with Andromede, as well as from any contract to be concluded, including interest and costs. However, the risk of the Subject Matter is transferred to the client as soon as the Subject Matter leaves the offices of Andromede. Unless otherwise agreed in writing, the transport of the subject matter of the order is carried out at the customer's expense and risk. Under no circumstances can Andromede be held responsible for any damage occurring during transport, even if it has been organized by Andromede on behalf of the customer. For urgent deliveries and/or documents of a highly confidential nature, Andromede offers an adapted transport service. In the event of total or partial loss, delay, damage or other damage resulting from the shipment, the customer shall address the agents in charge of the transport, without having the right, in any way whatsoever, to refuse, delay or reduce the payment. Partial delivery and/or partial performance of the Order Item, as well as partial invoicing related thereto, are always permitted.

Down payment

Andromede reserves the right to make the performance of its services subject to the prior payment of a deposit. Deposits paid by customers are to be applied to the price of the order and do not constitute a deposit, the abandonment of which would authorize the customer to withdraw from the contract.

Cancellation without fault

Each party has the right to terminate the order at any time subject to the respect of a notice of 8 working days notified to the other party by registered letter with acknowledgement of receipt. In the event of termination by the customer, through no fault of Andromede, the sums paid by the customer will remain the property of Andromede. In addition, all costs and work already performed by Andromede shall be compensated by the client, as well as a compensation of 20% of the total amounts listed in the order shall be due by the client.

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Failure by the client to perform its obligations

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Andromede shall have the right to suspend its obligations or to terminate the contract without prior formal notice or judicial recourse, in the event of the client's failure to perform its obligations, and in particular in the following cases: In the event of late payment or refusal to pay by the customer, including the payment of any interest or other sum due by the date specified on the invoice; If the customer fails to provide the necessary instructions for transport and/or to accept delivery of the Subject of the order at the agreed time and place; In the event of bankruptcy, cessation of payment, total or partial cessation of business, liquidation or insolvency of the customer, seizure of the customer's assets, without prejudice to the mandatory legal provisions or public order applicable to insolvency proceedings; If the customer manifests the intention to file for bankruptcy, to request a suspension of payment or a judicial reorganization, as well as any element that indicates a financial deterioration of the customer that is not remedied within one month of the sending by Andromede of a registered letter identifying the element(s) in question. In the event of termination of the contract for fault, all sums due for any reason whatsoever shall become immediately payable. The termination or suspension of the contract at the client's fault is without prejudice to Andromede's right to claim compensation for the damage suffered and any indemnities or penalties arising from the contract and the law. Andromede shall not be liable for the consequences of a suspension or termination of the sales contract notified in accordance with the foregoing provisions, in particular with respect to the customer's co-contractors.

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Conventional netting - Uniqueness - Forfeiture of term

The non-payment of a single invoice when due shall render all other sums owed by the customer due and payable by operation of law and without prior notice of default, on any grounds whatsoever and even if they are subject to a payment term. The customer will also be deprived of all terms and delays of payment granted, and the sums due will be immediately payable, in the event of the occurrence of a situation of insolvency, seizure or any other situation of competition of the customer, and the possible debts of Andromede towards the customer, regardless of their origin and regardless of the date on which they are due, their purpose or the currency in which they are denominated, will be automatically set off against the customer's debts to Andromede (netting within the meaning of the law of 15 December 2004 on financial securities). From Andromede's point of view, the customer's claims will include, in particular, the indemnities due for any contractual or non-contractual breach, even if the amount of such indemnities is not yet precisely determined. The occurrence of the customer's insolvency shall be understood to mean bankruptcy, judicial reorganization proceedings, collective debt settlement or any other judicial, administrative or voluntary, domestic or foreign collective proceedings, including the realization of assets and the distribution of the proceeds of such realization among the creditors. It is also expressly agreed that Andromede shall be entitled to consider all of its contractual or extra-contractual relationships between itself and/or one of the companies belonging to the same group on the one hand and the customer on the other hand as an indivisible and related whole for the application of the exception of non-performance/right of retention and of the conventional compensation. This clause is stipulated without reciprocity and in the sole interest of Andromede, which alone may avail itself of it, to the exclusion of the customer.

Responsibility

Andromede undertakes to perform its services in accordance with the rules of art, the provisions of the contract and the applicable legislation. Unless otherwise agreed in writing, the customer is obliged to accept the tolerances in terms of quantity, size and quality imposed by the market, by technological limitations and by professional usage. Andromede's mission is an obligation of means. Its responsibility cannot therefore be called into question solely on the basis of the results obtained. Andromede undertakes to exercise its obligation to provide advice in its technical field of competence, as limited to the Subject Matter of the order, and to the exclusion of any other advice, in particular of a legal, tax or accounting nature. Andromede's responsibility is limited to the realization of a project in accordance with the contractual stipulations between the parties. Unless otherwise agreed, Andromede assumes no responsibility for the manner in which the subject matter of the order is subsequently applied or implemented, nor for its conformity with the client's objectives, or with contractual or legal requirements (in particular, Andromede cannot be considered as a subcontractor for projects entrusted to the client by third parties). Andromede is not liable for any improper, abusive, illegal or dangerous use of the Subject Matter by the customer. The customer indemnifies Andromede in this respect against any claim that may be made against the latter by third parties due to damage caused directly or indirectly by such use. Andromede reserves the right to interrupt certain equipment used for the execution of its services (in particular servers) for minimal periods of time in order to perform maintenance aimed at optimizing the equipment, for example a server or a device necessary for a better quality of service. Andromede's liability towards the client is limited to direct damages caused to the client and to a maximum amount corresponding to the price of the mission during which the event/disaster occurred. Andromede shall in no event be liable for loss of production, loss of profit, loss of contracts or any other indirect or intangible damages suffered by the client.

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Force majeure

Andromede shall not be held liable for the total or partial non-performance of its obligations arising hereunder, if such non-performance results from an event of force majeure or is due to causes beyond its control such as, in particular, riot, fire, flood, strike, freezing, particular traffic difficulties, supply difficulties, prohibition of operation enacted by a public authority, power failure, telecommunications blockage. In the event of a force majeure event, Andromede is entitled to initially suspend the execution of its services. In the event that the force majeure event has a duration of more than two (2) months, Andromede is entitled to terminate the contract by registered letter with acknowledgment of receipt without the other party being entitled to claim damages as a result.

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Intellectual Property

Subject to full payment of the services or deliveries, Andromede grants the client the non-exclusive right to use (reproduce and communicate to the public) the deliveries made in execution of the contract, , in accordance with the purpose and limitations contractually provided. This right is granted, for all territories and for the duration of the legal protection attached to these deliveries, but remains non-transferable. All drawings, illustrations, photos, layouts, compositions, software, codes, texts, translations and, more generally, any work created by Andromede, as well as the related intellectual property rights, remain the exclusive property of Andromede. They may not be reproduced in whole or in part without the prior written consent of Andromede. Andromede will not be prevented in any way from performing, on its own behalf or on behalf of its clients, services identical or similar to those performed under the contract.

Personal data

The client is responsible for the personal data that it may hold and as such is solely responsible for compliance with the obligations arising from the Law of 8 December 1992 on the protection of privacy with regard to the processing of personal data. If, in the context of the execution of the Subject Matter of the order, personal data of the customer must be transferred to Andromede for processing by Andromede, as a subcontractor, on behalf of the customer, the customer guarantees in particular that this transfer will be carried out in compliance with article 5 of this law In relation to such personal data for which the customer is the data controller Andromede, in its capacity as a subcontractor, will only process such personal data for the purpose(s) determined by the customer and Andromede will implement adequate organizational and technical measures to protect such personal data. The customer shall indemnify and hold Andromede harmless for any damage resulting from the customer's failure to comply with the obligations resulting from the law of 8 December 1992. The client irrevocably indemnifies Andromede against any action by third parties against Andromede in connection with an alleged violation of the said Act.

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Andromede personnel

In the event that Andromede entrusts the performance of the Subject Matter of the Order to a member of its staff bound by an employment contract with Andromede and the performance of the Subject Matter of the Order involves, inter alia, the delegation of the member of Andromede's staff to the client, the parties expressly agree that the contract shall in no way create a relationship of subordination between the client and the members of Andromede's staff. Throughout the duration of the contract and in all circumstances, the personnel operating in the client's facilities are contractually bound only to Andromede, and remain exclusively under the hierarchical and disciplinary authority of Andromede (Andromede will designate a person in charge with whom the client may make contacts useful for the proper execution of the mission). In view of the above, the client specifically refrains from exercising any part of the employer's authority over Andromede's personnel. For the purpose of this article, however, the following do not constitute the exercise of any part of the employer's authority by the client: (1) the client's compliance with its obligations regarding welfare at work, as well as (2) the instructions given by the client in the context of the execution of the Subject Matter of the order, provided that these instructions are always in accordance with the instructions set out in article 16.3. below and do not include prohibited instructions, as set out in article 16.4. below The client may give instructions to Andromede's staff members, exclusively in relation to the following items: planning of the assignment to be performed and intermediate results; opening and closing hours of the client's business and general times of interruption; access to the client's premises and/or facilities according to the requirements of the assignment [e.g. badges, recording system, etc.]; access to the client's premises and/or facilities according to the requirements of the assignment [e.g. access to the client's premises and/or facilities, etc.]. circumstances, procedures and methods specific to the client that must be taken into account in the execution of the assignment [e.g., existing security guidelines, confidentiality requirements, other work in progress that determines the timing of the work, etc.]; interim changes that must be taken into account in the execution of the assignment [e.g., adjustments to the schedule or the schedule of work]. technical instructions concerning the use and/or maintenance of certain machines and materials and/or concerning custom-made work, including specific training required for the execution of the assignment and specific to the client [e.g.: compulsory use of certain cleaning products, etc. technical instructions concerning the use and/or maintenance of certain installations and infrastructures and/or concerning processes, including the specific training necessary for the execution of the mission and specific to the client [ex. e.g. compliance with the rules of e-mail and Internet use, chosen programming language, project management methodology, ....]; urgent interventions to prevent/limit economic damage [e.g. stopping the work in case of mishandling, ...]. The parties agree that the aforementioned instructions do not in any way affect the employer's authority of Andromede. Instructions may be given orally on a daily basis, either directly or in consultation meetings. The client may give different content to the above-mentioned instructions depending on the assignment or task in question. Prohibited instructions The following are in any case within the competence of Andromede as employer vis-à-vis its staff members bound by a contract of employment and can in no way form part of the client's right to give instructions, as described in article 16.3. above: recruitment policy (process, interviews, selection and hiring criteria); policy regarding salary and working conditions; monitoring of the progress of the work and reporting for the purpose of such monitoring; training policy, except for training that is necessary for the performance of the assignment and that is specific to the client; control of working hours and determination of any overtime, breaks or compensatory rest days; authorization and justification of absences (sickness, short-time work, vacations, ...); policy on disciplinary sanctions and dismissal; evaluation and performance interviews; and the elements of the job. In addition, if all or part of the assignment is to be carried out on the client's premises, the client shall ensure that a special work area is set up for Andromede's personnel, clearly distinct from that occupied by its own personnel, and shall generally ensure that there is no confusion between its personnel and Andromede's personnel, who shall always remain identifiable. The client is exclusively responsible for compliance with the provisions referred to in this article, as well as, where applicable, for the obligation to inform its staff representatives, in accordance with Article 31 §1 of the Law of 24 July 1987 on temporary work, temporary employment and the provision of workers to users and for the adverse consequences of non-compliance with said provisions.

Non-hiring

The client is prohibited, except with the prior written consent of Andromede, from making, directly or indirectly, offers of employment to members of Andromede's staff bound by an employment contract with Andromede and/or to independent collaborators of de Andromede and assigned to the execution of the assignment, or from taking them into its service, under any status whatsoever. This prohibition is maintained for a period of twelve months following the end of the contract or the delivery of the Object of the order. In case of violation by the client of this prohibition, the client shall owe Andromede, per member of Andromede's staff or independent collaborator of Andromede, a lump-sum compensation equal to six times the average monthly price paid to Andromede for the past year (or to the past months if they do not reach one year), without prejudice to Andromede's right to claim compensation for the actual damage that would exceed this lump-sum compensation.

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Jurisdiction of the courts

Any dispute as to the validity, interpretation or execution of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Courts of Brussels. The present General Conditions as well as all contractual or extra-contractual relations with the customer are subject to Belgian law.

Privacy

ANDROMEDE DIGITAL SRL processes the Client's personal data in the context of the contractual relationship with the Client. The personal data provided by the Client will be processed in accordance with the provisions of the Law of December 8, 1992 on the protection of privacy with regard to the processing of personal data and in accordance with the relevant European Regulation (General Data Protection Regulation, GDPR - Regulation EU 2016/679 of 27 April 2016). ANDROMEDE DIGITAL SRL acts as the controller of personal data processing, which it carries out for the following purposes: customer administration, management of service offers, execution of the sales contract, promotion of its products and services, including through email. The data is kept for the time strictly necessary for its processing. This period is 5 years maximum. They are then deleted or made anonymous. Bank details are deleted once the transaction has been completed, i.e. after the actual payment. The data is stored on European territory in a secure manner and saved on remote servers to avoid data loss. Data is not transferred outside the EU without the written consent of the Customer. At any time, the Customer has the right to request access to his personal data, as well as to check and correct them free of charge. At any time, the Customer has the right to object to the processing of his personal data (for direct marketing purposes). To implement this right it is sufficient to contact, free of charge, Mr. Tanguy Destray via the following email address: [email protected] or by mail to the address of the headquarters of ANDROMEDE DIGITAL SRL.

Version as of 01/01/2021