Our terms and conditions

General terms and conditions of DIGI Communications Belgium SA

(the "general terms and conditions")

These general terms and conditions apply at all times to the services provided by DIGI Communications Belgium SA, to the licensed DIGI Communications Belgium SA software and to the hardware sold or rented by DIGI Communications Belgium SA. The general terms and conditions of the customer do not apply.

A recent version of the terms and conditions can always be accessed at www.digi-belgium.be

1. License for the software and/or network.

1.1 Subject to these terms and conditions and timely payment of the solution fee, DIGI Communications Belgium SA grants to the customer (and its partners, but only if specified in the commercial order) a personal, limited, non-exclusive, non-transferable and non-assignable license to use the ordered material on the authorized equipment in accordance with the applicable specific documentation set forth in the commercial order ("License"). The right to use the ordered material in any other environment is subject to the prior written consent of DIGI Communications Belgium SA/NV. The license commences on the Effective Date and remains in effect for the duration of these Terms.

1.2 The customer acknowledges and agrees that in order to use the material ordered, it may need to obtain, at its own expense, the right to use third party software by either (i) purchasing from DIGI Communications Belgium SA the right to use such third party software, provided and to the extent that DIGI Communications Belgium SA has the right to license such third party software to the customer and offers the customer this option, or (ii) purchasing licenses or otherwise obtaining from the vendors of such third party solution the right to use such third party software. If the customer elects to license such third party software from DIGI Communications Belgium SA, such license shall be executed and added to the commercial order. Third party software licensed or otherwise included in the material ordered shall be governed solely by the terms of the applicable third party license, and (without limitation) any warranties, indemnities and maintenance and support provided by DIGI Communications Belgium SA/NV in connection with the material ordered shall not apply to such third party software (unless otherwise expressly agreed in writing with DIGI Communications Belgium SA/NV).

1.3 The scope of licenses granted under these terms and conditions is limited to the scope expressly set forth herein. These terms and conditions do not include any implied licenses. DIGI Communications Belgium SA reserves any right not expressly granted to the customer.

1.4 The customer shall comply with all applicable laws regarding the use of the material ordered. The customer acknowledges that the material ordered may contain encryption and may therefore be subject to export or other restrictions.

1.5 The customer is not permitted to:

make backup copies of the solution and/or documentation without permission from DIGI Communications Belgium SA;
plan or create derivative works based on the solution and/or documentation without the express written consent of DIGI Communications Belgium SA;
assign, distribute, sublicense, rent, transfer, sell, lease, rent, charge or otherwise trade or mortgage the Solution, or use the Solution on behalf of or make it available to a third party, nor permit or authorize any third party to do any of the foregoing;
copy, duplicate, reverse-engineer, reverse-compile, disassemble, record or otherwise reproduce the Solution or any part thereof, except as expressly provided in these Terms and Conditions;
remove or change any copyright or other proprietary notices on the software;
circumvent the business model of DIGI Communications Belgium SA;
use the Services - in whole or in part - nor the Solution or the Platform in any way that could give a false or misleading impression, characterization, or statement regarding DIGI Communications Belgium SA/NV or any third party;
disrupt the proper operation of the solution and/or platform. This includes abstaining from the use of viruses, worms, Trojan horses or other software that may infringe on the services and interests of both DIGI Communications Belgium SA and its customers. Customers should also refrain from content that could burden or disrupt the infrastructure of the website and its proper functioning;

1.6 For those portions of the Solution that are hosted on the Customer's own premises (i.e., not in the cloud), the Customer shall be permitted to make as many copies of the Solution as reasonably necessary for operational security, disaster recovery or backup purposes. Such copies shall be subject in all respects to these Terms and Conditions. They shall be deemed part of the software and/or network and shall be the property of DIGI Communications Belgium SA. For the purposes of this article, only internal copies are permitted. This article shall not apply if the solution is hosted by DIGI Communications Belgium SA in accordance with the terms of article 2 of this Service Level Agreement (SLA)

1.7 For those portions of the solution hosted in/on DIGI Communications Belgium SA's cloud, the Customer shall be permitted to make as many copies of the documentation as reasonably necessary for operational security, disaster recovery or backup purposes. Such copies are subject in all respects to these terms and conditions. They shall be deemed part of the software and/or network and shall be the property of DIGI Communications Belgium SA. For the purposes of this article, only internal copies are permitted.

If the software and/or network is partly hosted at the customer and partly hosted in DIGI Communications Belgium SA's cloud, the foregoing shall apply to each of the respective components.

1.8 The rights of use of the Solution and any restrictions on use are set forth in these General Terms and Conditions and the Commercial Order. The customer is obliged to report infringements of these rights of use in writing to DIGI Communications Belgium SA within ten (10) days after the infringement has occurred. For a period of thirty (30) days following the occurrence of the infringement, the customer has the right to rectify the situation, without having to pay any penalty. DIGI Communications Belgium SA shall always have the right to initiate an audit to verify the number of users/authorities. The customer must implement and maintain adequate security measures to protect the software and/or network from unauthorized access, use or copying by any person.

2. Renting/purchasing the hardware.

2.1 The customer may choose to rent or purchase hardware from DIGI Communications Belgium SA. The customer's choice is set forth in the commercial order.

2.2 If the customer has chosen to rent the hardware ("rented hardware"), DIGI Communications Belgium SA grants to the customer (and its partners, but only if specified in the commercial order), subject to these general terms and conditions and timely payment of the solution fee, the right to use the hardware on the authorized equipment in accordance with the applicable specific documentation set forth in the commercial order. The right to use the hardware in any other environment is subject to the prior written consent of DIGI Communications Belgium SA. The lease commences on the effective date and remains in effect for the duration of these terms and conditions. Ownership (rights) of the rented material will at all times remain with DIGI Communications Belgium SA. Nothing in these terms and conditions shall be construed as transferring to the customer any ownership (rights) in or relating to the leased material.

2.3 The customer shall treat with care the hardware rented by DIGI Communications Belgium SA, which remains the property of the latter. The customer bears the risk of all loss, theft and/or damage to any borrowed product from the date the customer receives the rented equipment until the moment the customer returns the rented equipment to DIGI Communications Belgium SA. The customer may not (re)sell, (re)rent or transfer the rented material.

2.4 The Customer shall return the Leased Materials and any related materials to DIGI Communications Belgium SA: (i) at the location specified in the Commercial Order as the return location and on the date specified in the Commercial Order as the return date, or as otherwise reasonably directed by DIGI Communications Belgium SA; and (ii) immediately upon termination or expiration of this Agreement.

2.5 If the customer wishes to purchase hardware ("purchased material"), the customer may purchase such material from DIGI Communications Belgium SA through the ordering procedure described in Article 4 below. The use of the purchased material is subject to these general terms and conditions.

3. Administrator account and authorized user account.

3.1 The customer is granted access to the solution and platform and may use the services through the administrator account and additional authorized user accounts. The administrator is solely responsible for all use and activity of the administrator account.

3.2 In addition to an administrator account, the customer shall also receive at least one (1) additional authorized user account. The number of authorized user accounts corresponds to the number of authorized users of the customer. Thus, each authorized user has its own authorized user account. The administrator determines the scope of rights of the authorized user accounts. The administrator remains responsible at all times for any use of the authorized user accounts.

3.3 Each authorized user account (including the administrator account) belongs to one person only and therefore may not be shared with others. The administrator and each authorized user are advised to create a unique password, change it regularly and/or use two-factor authentication.

3.4 The customer is solely responsible for the protection and security of the administrator account and authorized user accounts. In this regard, the administrator and each authorized user must ensure the confidentiality of their respective account, including the confidentiality of the login credentials, such as the password. Consequently, they must not even disclose their login credentials to DIGI Communications Belgium SA/NV (when requesting support via the help desk of DIGI Communications Belgium SA/NV, for example). Any loss or misuse of such login credentials may therefore result in liability to DIGI Communications Belgium SA/NV. Furthermore, it is strictly prohibited to:

request the login credentials of other users;
logging into someone else's account;
use the solution, platform and services in a fraudulent manner (e.g., using a false account and/or providing false information is considered fraudulent use);
impersonate another person (legal or natural) without proper authorization when using the solution, platform and services. Such actions may result in civil and criminal penalties.

3.5 The Customer shall promptly (i) penalize or sanction any improper and unauthorized use and (ii) notify DIGI Communications Belgium SA in writing of such use and of any disputed registration identified by it.

3.6 Reasoned and justified notice may result in temporary and/or permanent suspension and/or removal of the administrator account and/or authorized user accounts. DIGI Communications Belgium SA reserves wide discretion to ensure the best quality of the Services. In any event, DIGI Communications Belgium SA shall not be liable for any damages resulting from the customer's failure to comply with the above requirements.

4. Ordering, delivery, installation and acceptance of material ordered

4.1 Ordering the hardware. The customer may (i) purchase or lease the hardware from DIGI Communications Belgium SA, (ii) license the solution and/or (iii) request customized products, by requesting from DIGI Communications Belgium SA a commercial order for the equipment the customer wishes to purchase, lease or license, the applicable quantities and cost prices and by placing this order. Upon written signature of the order by DIGI Communications Belgium SA and notification by DIGI Communications Belgium SA of any necessary changes, corrections and/or clarifications to the commercial order, it is confirmed and becomes a binding commercial order between the customer and DIGI Communications Belgium SA.

4.2 Delivery of hardware. The delivery terms of the hardware ordered by the customer from DIGI Communications Belgium SA will be specified in the commercial order. If not specified, DIGI Communications Belgium SA will deliver the hardware to the customer on the hardware delivery date. As of the hardware delivery date, all risk regarding loss or damage to the hardware shall be borne by the customer.

4.3 Hardware Installation and Acceptance. DIGI Communications Belgium SA shall provide installation services in accordance with the commercial order or a statement of work. Upon installation and successful testing of the Hardware by DIGI Communications Belgium SA, which may be done in the presence of the customer upon request, the Hardware shall be deemed accepted.

4.4 Delivery of the Solution. Notwithstanding Articles 2 and 3 of these General Terms and Conditions, DIGI Communications Belgium SA delivers the Solutions to the Customer on the Delivery Date of the Solution. As of the solution delivery date, all risk regarding loss or damage to the solution shall be borne by the customer.

4.5 Installation and Acceptance of the Solution. Unless otherwise agreed, DIGI Communications Belgium SA is responsible for the installation of the Solution. DIGI Communications Belgium SA provides installation services in accordance with the commercial order or a statement of work. Upon installation and successful testing of the Solution by DIGI Communications Belgium SA, the Solution shall be deemed accepted.

4.6 Ordering of Custom Products. In the case of custom products, DIGI Communications Belgium SA will perform them in the form of professional services. DIGI Communications Belgium SA will provide these professional services, including installation services, in accordance with a statement of work attached to or enclosed with the commercial order.

4.7 Installation and Acceptance of Custom Products. The provisions of this Article shall apply for testing, integration, configuration, installation and acceptance of the Custom Products and/or the ordered material (to the extent that the Custom Products are delivered, installed and tested together with the solution), unless otherwise specified. Acceptance of the custom products and/or the ordered material based on the acceptance criteria shall take place within a predetermined test period as specified in the relevant statement of work following the delivery date set for the solution. The customer is responsible for conducting business-compatible acceptance tests within the test period. Unless the customer can demonstrate within the test period that the custom products and/or ordered material do not function as described in the acceptance criteria, the acceptance test shall be considered passed. Serious failures, as a result of which the customized products and/or the ordered material cannot pass the acceptance test, must be reported in writing to DIGI Communications Belgium SA no later than five (5) working days after the determination. The Customer shall be deemed to have accepted the Custom Products and/or the Ordered Material without reservation if (i) the Customer uses these Custom Products and/or the Ordered Material in a production environment, (ii) the Custom Products and/or the Ordered Material perform and function according to the acceptance criteria during the acceptance test, (iii) the customer notifies DIGI Communications Belgium SA of its acceptance of the custom work products and/or the ordered material, (iv) the customer has not completed the acceptance test of the custom work products and/or the ordered material within the test period, or (v) the customer has not notified DIGI Communications Belgium SA within five (5) working days after the completion of the acceptance test whether or not he accepts the custom work products and/or the ordered material.

4.8 If, during the acceptance test, the ordered material does not perform or function according to the acceptance criteria, the customer must provide DIGI Communications Belgium SA immediately (and in any case within five (5) working days after the end of that acceptance test) with a written notice specifying all deficiencies in sufficient detail. Within two (2) weeks after delivery of the solution, the customer shall perform new tests. The assumed acceptance set forth above shall also apply to this additional round of acceptance to be performed.

If these tests are inconclusive, i.e. if the solution offered does not solve the reported problem, the acceptance procedure as set out above shall continue to apply until acceptance has taken place. The ordered material shall not be deemed not to have performed or functioned in accordance with the acceptance criteria as a result of a deficiency that (i) is not attributable to DIGI Communications Belgium SA, or (ii) was discovered or reasonably should have been discovered by the customer during a prior acceptance test, but was not reported to DIGI Communications Belgium SA, or (iii) is of a minor nature within the meaning of the acceptance criteria.

4.9 Upon passing the acceptance tests, both parties will formalize this by signing an acceptance form. The parties may not unreasonably withhold the signing of the acceptance form. Provided, however, that in the case of assumed acceptance, the material ordered shall be deemed accepted regardless of whether such acceptance form is signed. These provisions shall apply except in the case where a proof of concept was agreed upon and executed.

5. Intellectual property rights

5.1 DIGI Communications Belgium SA is the exclusive owner of and retains all right, title and interest in and to all intellectual property rights in or to the Ordered Materials, the Maintenance Services, the Professional Services, its website and all documents (including documentation) and materials accompanying or relating thereto (including all copies and exhibits thereof) whether in machine-readable or printed form, including but not limited to (i) all software and materials related to the Ordered Materials, the Maintenance Services, the Professional Services, its website, (ii) all adaptations, customizations and derivative works, compilations or collective works of the Ordered Materials, and (iii) all related technical know-how. Customer agrees to be bound by and abide by the proprietary rights in the material ordered. Customer agrees not to remove, suppress or alter in any way any proprietary notices, including trademarks or copyright notices, on or in the material ordered or visible during its operation, or on any media or on any documentation. Customer shall include or reproduce such proprietary designations in any permitted backup copies or other copies.

5.2 Customer owns all Customer Content. DIGI Communications Belgium SA is not the publisher of and does not claim, endorse or control the ownership of the Customer Content. It is Customer's responsibility to ensure that Customer grants DIGI Communications Belgium SA, pursuant to all of Customer's rights in and to the Customer Content, a non-exclusive, transferable, worldwide, royalty-free, fully paid license to use, copy reproduce and modify (in whole and/or in part) Customer Content to the extent necessary to provide or operate the Solution and any related hardware, software or services, including storing, hosting, caching, capturing and displaying Customer Content to provide, analyze, support, maintain and/or improve the Solution and any related hardware, software or services. Customer acknowledges and agrees that DIGI Communications Belgium SA may use and disclose Customer Content in its possession if necessary to comply with a legally binding order, subpoena or similar request from a court, governmental agency or regulatory authority. Customer shall indemnify and defend DIGI Communications Belgium SA/NV against any claim by an independent third party alleging that: (a) any Customer Content or Customer Items infringe any patent, copyright or trademark of such third party or unlawfully use such third party's trade secret or otherwise violate such third party's intellectual property rights; and/or (b) a breach of this Agreement has occurred.

6. Claims for infringement by third parties

6.1 DIGI Communications Belgium SA shall be promptly notified in writing of any claim by a third party for alleged or actual infringement by the material ordered or other material made available by DIGI Communications Belgium SA, and shall be entitled to take charge of the defense and settlement of such claim. Customer shall have the right to participate in such proceedings at its own expense. DIGI Communications Belgium SA shall keep the customer regularly informed of the status of the proceedings and/or settlement negotiations. The customer agrees to cooperate sufficiently with DIGI Communications Belgium SA in the defense and settlement of such claim. If, in DIGI Communications Belgium SA's reasonable opinion, the ordered material or other material as set forth above is likely to become or actually becomes the subject of an infringement claim as set forth above, DIGI Communications Belgium SA shall have the right, at its option and expense, to (i) modify or substitute the (allegedly) infringing material or replace it while maintaining substantially equivalent functionality so that it is no longer infringing, or create an alternative (ii) obtain for the customer the right to continue to use, transact and distribute such material in accordance with the provisions of these terms and conditions or (iii) terminate the customer's access to the solution and services and reimburse the customer on a pro rata basis for the remainder of the Term for any fees the customer may have already paid.

6.2 The customer shall indemnify DIGI Communications Belgium SA and its affiliates from and against all damages, losses, costs and expenses (including reasonable attorneys' fees) suffered or incurred by DIGI Communications Belgium SA as a result of any infringement of third party intellectual property rights by the customer.

6.3 In the event of an alleged or actual infringement of the intellectual property rights relating to the material ordered, the customer shall immediately cease using such solution(s). If the customer fails to comply with this obligation, DIGI Communications Belgium SA may, at its sole discretion, terminate the Terms and Conditions with immediate effect, without DIGI Communications Belgium SA being liable for any damages or compensation.

6.4 DIGI Communications Belgium SA shall not be liable for any claim based on (i) any unauthorized use of the ordered material by the customer, (ii) any modification of the ordered material by the customer or any third party, (iii) the customer's failure to integrate or install corrections provided by DIGI Communications Belgium SA to the ordered material if DIGI Communications Belgium SA has indicated that such update or correction was necessary to prevent a possible infringement, (iv) the customer's use of the ordered material in unauthorized or incompatible combination with solutions or services not provided by DIGI Communications Belgium SA.

7. Confidential information

7.1 The parties must treat all confidential information relating to the other as confidential and keep it secret. They shall be prohibited from disclosing to any third party any confidential information learned during the negotiation and execution of these terms and conditions, except to their agents or consultants where such disclosure is necessary. Confidential information disclosed pursuant to this commercial order shall not be used by the recipient thereof for any purpose other than that required for the performance of its obligations under these terms and conditions and/or the commercial order.

7.2 The customer must take precautions to preserve the confidentiality of confidential information. In particular, the customer undertakes to:

shall not copy or otherwise exploit any part of the Confidential Information, other than as provided herein, nor make any disclosure in this regard to any third party.
will ensure that all copies of the Confidential Information (made in accordance with the provisions of these Terms) include a permanent readable reproduction of DIGI Communications Belgium SA's copyright notice and confidentiality statement.
will promptly notify DIGI Communications Belgium SA if it becomes aware of any breach of trust and will provide DIGI Communications Belgium SA with all reasonable assistance in connection therewith.

7.3 The provisions of this Article do not apply to a secret that or information that:

is published or enters the public domain other than through a breach of the terms and conditions or,
arguably was already known to the receiving party prior to disclosure by the disclosing party or,
Was lawfully obtained from a third party or,
demonstrably created by the receiving party independently of the disclosure and outside the scope of the project.

7.4 The customer must ensure that network and any other confidential information of DIGI Communications Belgium SA is only used in the context of the solution and during the term.

8. Payment Terms

8.1 The solution requested by the Customer will be confirmed in a Commercial Order. Unless contractually agreed otherwise, DIGI Communications Belgium SA will invoice the Customer in installments when the total value of the Commercial Order (CAPEX) exceeds the values listed below:

- < 10.000 EUR (excl. BTW) CAPEX - geen voorschotfactuur - order wordt eenmalig en integraal gefactureerd

- > 10.000 - < 100.000 EUR (excl. BTW) CAPEX: voorschotfactuur gelijk aan 40% van het Order bedrag bij bevestiging van het Order door de Klant, resterende bedrag wordt op ogenblik van aanvaarding van het project door de Klant

- > 100,000 (excl. VAT) CAPEX: advance invoice equal to 40% of the Order amount upon confirmation of the Order by the Customer, 30% invoicing at the time the project is ready for execution, remaining 40% at the time of acceptance of the project by the Customer

All payments of invoices properly issued to the Client by DIGI Communications Belgium SA under these terms and conditions are final and non-refundable. Invoices will be sent in PDF format by e-mail to the Client's contact person(s) specified in the commercial order. The Client may expressly request in writing that DIGI Communications Belgium SA send a copy of the invoices to a physical address, without prejudice to legal requirements in this regard.

8.2 The customer agrees to make all payments due to DIGI Communications Belgium SA under these terms and conditions or any statement of work within thirty (30) days of the invoice date, unless the parties have agreed otherwise in writing. The customer agrees to pay all amounts due to DIGI Communications Belgium SA under these terms and conditions in euros. In case of late payment, all payment obligations of the customer to DIGI Communications Belgium SA shall become immediately due and payable. The solution fee, maintenance fee and professional services fee will be adjusted annually on January 1 of each year. The new index will always be that of September of the previous year. The solution fee, the maintenance fee and the professional services fee (whichever is applicable) will be automatically increased by a percentage equal to the total percentage increase in the Agoria "reference wages country average" index or, if the Agoria index is no longer published, the index that replaces it or, in its absence, by another index reflecting increases in labor costs. A negative index has no effect on prices. DIGI Communications Belgium SA is not obliged to inform the customer in advance of this indexation. The base index will be the index applicable three (3) months prior to the signing of these terms and conditions. Any invoice from DIGI Communications Belgium SA shall be deemed to be definitively accepted by the customer if not contested by registered letter addressed to DIGI Communications Belgium SA, explaining the reason for contestation, within ten (10) days from the invoice date of that particular invoice.

8.3 All fees payable to DIGI Communications Belgium SA under these terms and conditions shall be paid without right of set-off or counterclaim and free of any deduction or withholding whatsoever, unless required by law. In such case, the customer undertakes to DIGI Communications Belgium SA to pay such additional amounts to ensure that the net amounts received by DIGI Communications Belgium SA after deduction and withholding are not less than they would have been without such deduction or withholding. The amounts due under these terms and conditions do not include applicable value added tax or other taxes, which will be charged additionally to the customer. The customer is responsible for payment of all general, provincial or local import, use, value-added, withholding or other taxes associated with the delivery or use of the ordered equipment, maintenance services and professional services. The customer shall promptly reimburse DIGI Communications Belgium SA for any taxes or duties paid by DIGI Communications Belgium SA.

8.4 Any invoice amounts not paid within thirty (30) days of the invoice date shall automatically be subject to interest on arrears at a rate equal to the statutory rate under the Act of August 2, 2002 concerning interest on arrears in commercial transactions. This interest is increased daily from the due date until receipt of full payment by DIGI Communications Belgium SA. In addition, the customer shall pay all costs incurred by DIGI Communications Belgium SA as a result of the (extra)judicial enforcement of the customer's payment obligation under this article. If the customer fails to pay outstanding amounts within thirty (30) days of receipt of a written notice of default, DIGI Communications Belgium SA shall be entitled to suspend its obligations and the customer's rights under this agreement until it receives payment of the outstanding amounts.

9. Limitation of liability of the parties

9.1. Except to the maximum extent permitted by applicable law, the liability of DIGI Communications Belgium SA under these general terms and conditions with respect to any event (or series of related events) shall not exceed all fees combined, excluding maintenance fees, paid by the customer to DIGI Communications Belgium SA under these general terms and conditions, for a period of twelve (12) months from the date of the event (or the last of the series of related events) giving rise to any claims by clients or business associates of the customer and this as a result of damages. DIGI Communications Belgium SA cannot be held liable in any way, contractually or extra-contractually, for the discontinuation of an older version of the solution. The customer shall at all times during and after the term of these terms and conditions indemnify and hold DIGI Communications Belgium SA harmless from and against all claims, demands, actions, proceedings and all losses in connection with any breach of these terms and conditions by the customer, authorized users or end users, any negligent or wrongful acts or omissions of the customer, authorized users or end users under these terms and conditions, any default or misrepresentation by the customer, authorized users or end users and/or any errors and omissions in the performance of its obligations under these terms and conditions resulting in third party claims.

9.2. In no event shall DIGI Communications Belgium SA be liable to the Customer for any indirect, punitive, special consequential or similar damages (including damages for lost profits, lost income, loss of business, loss or damage of data, loss of customers and contracts, loss of goodwill, cost of procuring substitute goods or services and damage to reputation), whether arising from negligence, breach of contract or breach of statutory duty or otherwise. Each party has a duty to mitigate damages. The exclusions and limitations of liability under this article apply in the same manner to the partners and subcontractors of DIGI Communications Belgium SA.

9.3 DIGI Communications Belgium SA is not responsible and shall in no event be held liable for the safety of the solution for the customer's intended use. Customer acknowledges that the Solution is not designed for use in environments requiring fault-tolerant performance (including operation of nuclear facilities, life support machinery, aviation-related applications and/or defense systems), in environments where failure of the Solution could result in death, personal injury or serious physical or environmental damage, or in other similar high-risk environments (collectively referred to as"high-risk use"). DIGI Communications Belgium SA/NV does not permit high-risk use of the Solution. Customer shall indemnify and defend DIGI Communications Belgium SA/NV against any third party claims for loss, costs, damages, expenses or liability of any kind that may arise out of or in connection with such high risk use.

9.4 The customer must ensure that he does not use any element of the solution:

in a manner prohibited by law, regulation or governmental order or decree;
to violate the rights of data subjects under the General Data Protection Regulation;
To violate the rights of third parties;
to violate any provision of applicable telecommunications laws;
To attempt to gain unauthorized access to or disrupt any service, device, data, account or network linked to the Solution;
in a way that might harm the solution or interfere with someone else's use of it;
in any application or situation where failure of the solution could result in death or serious bodily injury to a person or serious physical or environmental damage;
to intimidate or encourage or facilitate violence or interference against any person, entity or government (including using the Solution as or in support of a weapon of any kind), or to assist any person, entity or government to carry out cyber-attacks;
To disable, manipulate or otherwise attempt to circumvent a billing mechanism that measures solution usage;
to reverse engineer, decompile, disassemble, or work around the technical limitations in the solution;
To gain unauthorized access to, or in any way interfere with, a user, system, network, service or account, including bypassing filters or breaching the security or integrity of a network or system; or
for non-standard commercial use, including use of the solution in hazardous environments.

10. Force Majeure

Neither party shall be liable for any delay or failure to perform any of its obligations hereunder due to Force Majeure. Force majeure means a temporary or permanent inability of a party to perform its obligations as a result of facts and circumstances reasonably beyond that party's control. In any case, force majeure includes: war or danger of war, riot or popular uprising, fire caused by an external factor, an import or export embargo imposed by the government, floods, internet disruption, negligence or contractual default of a third party, strike or social action and, for the rest, all circumstances that are qualified as force majeure by both parties. If a party invokes force majeure, it must notify the other party without delay (at least within five (5) business days) of the nature of the force majeure, specifying the date on which the force majeure occurs or has occurred, as well as the date on which it will no longer occur. In such case, the party must make every effort to minimize the impact.

11. Privacy and data protection

11.1 Customer shall (i) comply with all applicable legal requirements regarding privacy and data protection, in particular with the General Data Protection Regulation of April 16, 2016 ("AVG" or "GDPR"); and (ii) provide sufficient notice to, and obtain sufficient consent and authorization from, authorized users, end-users and any other party providing personal data to the Customer and DIGI Communications Belgium SA/NV, to enable the processing of the data by the Customer, DIGI Communications Belgium SA/NV and, where applicable, DIGI Communications Belgium SA/NV's hosting partner (if any), and their respective departments, subsidiaries and licensors. If and to the extent required by law, the customer shall notify the individual authorized users (and applicable end users, if applicable) of the solution that their data may be processed for the purpose of disclosure to law enforcement or other government agencies as directed by DIGI Communications Belgium SA, and shall obtain the authorized user's consent to do so.

11.2 DIGI Communications Belgium SA will use the Customer's data solely in light of the performance of these Terms and Conditions and in accordance with the Data Processing Agreement attached hereto as an exhibit. In addition, DIGI Communications Belgium SA may only use or disclose to law enforcement or other governmental authorities (or permit the law enforcement or other governmental authorities to access such data) the data of, about or relating to the customer to the extent required by law including the content of the communication. DIGI Communications Belgium NV assumes no obligations with respect to the customer's data or the customer's use of the solution or any customized products, except those required by applicable law.

12. Prohibition of transfer

The customer may not assign or otherwise transfer its rights or obligations under these terms and conditions without the prior written consent of DIGI Communications Belgium SA. The consent of DIGI Communications Belgium SA must be requested by registered letter, specifying the identity of the potential assignee. Subject to the restrictions on assignment contained herein, the provisions of these terms and conditions shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.

13. Ban on recruitment

During the term of the conditions and for a period of two (2) years thereafter, the customer shall not be permitted to recruit or employ (directly or indirectly) any personnel employed or under contract with DIGI Communications Belgium SA who have been proposed in connection with the implementation of these conditions. This restriction applies to any recruitment in a country of the continent where the DIGI Communications Belgium SA staff member was primarily employed by DIGI Communications Belgium SA. In case of breach of this article by the customer, the customer shall pay DIGI Communications Belgium SA damages in the amount of 135,000 euros per breach, without prejudice to the right of DIGI Communications Belgium SA to initiate legal proceedings and/or claim additional damages if DIGI Communications Belgium SA can prove that the damages suffered exceed this amount.

14. Duration & Termination.

14.1 These terms and conditions shall commence on the effective date and shall remain in force for the initial term. Thereafter, they shall be automatically and tacitly renewed for successive one-year periods (each a "renewal term") unless a party gives written notice to waive renewal at least four (4) months prior to the expiration of a (subsequent) renewal term.

14.2 DIGI Communications Belgium SA may terminate these terms and conditions or suspend the services and/or rights of use granted hereunder by giving written notice to the customer if the customer fails to pay any amount due to DIGI Communications Belgium SA under the terms and conditions and the customer fails to correct such default within thirty (30) days from the date of such notice. The customer acknowledges and agrees that any use of the ordered material outside the scope of the license set forth in these terms and conditions, unless such use is expressly approved in writing by an authorized representative of DIGI Communications Belgium SA/NV, shall entitle DIGI Communications Belgium SA/NV to terminate with immediate effect one or more of the licenses granted hereunder (or otherwise, at DIGI Communications Belgium SA's option, suspend) for material breach by the customer, without any formality being required and without prejudice to any other right or remedy available to DIGI Communications Belgium SA under these terms and conditions or under applicable law.

14.3 Either party may terminate these Terms and Conditions by written notice to the other party if the other party materially breaches these Terms and Conditions and fails to remedy such breach within 30 days after such notice is received by the breaching party, except that DIGI Communications Belgium SA shall be entitled to terminate these Terms and Conditions (or suspend the professional services and/or user rights granted hereunder) by written notice in the event the customer breaches the license terms set forth herein or the intellectual property rights of DIGI Communications Belgium SA. Either party may terminate these terms and conditions by written notice to the other party, effective as of the date of issuance of such notice, if the other party becomes subject to voluntary or involuntary bankruptcy, insolvency or similar proceedings or otherwise liquidates or ceases to do business.

14.4 Upon termination of these terms and conditions during the initial term for any reason (except in the case of a material breach by DIGI Communications Belgium SA, in accordance with and without prejudice to clause 14.3), all solution fees and maintenance fees for the full initial term will become due and payable by the customer to DIGI Communications Belgium SA. In such case, the customer shall immediately pay all fees for the solution, maintenance fees, fees for professional services and all other outstanding amounts to DIGI Communications Belgium SA. In case of hardware rental, DIGI Communications Belgium SA will remove and collect the hardware. The customer is responsible for all costs for removal and collection of the hardware. The provisions of these Terms that are expressly or impliedly intended to survive termination, including Articles 4 through 23 of these Terms, shall survive expiration or termination of these Terms.

14.5 Upon termination of these terms after the initial term for any reason (i) the customer shall promptly pay to DIGI Communications Belgium SA all fees and other amounts due to DIGI Communications Belgium SA in respect of the ordered equipment and/or any outstanding Statement of Work, up to and including the date of termination, including (but not limited to) the full fees for solution and maintenance costs based on any outstanding Statement of Work; (ii) DIGI Communications Belgium SA shall decide at its sole discretion whether to remove and collect the Leased Equipment or whether the Customer shall return the Hardware to DIGI Communications Belgium SA in accordance with Art.4 of these terms and conditions and (iii) all licenses granted to the customer hereunder shall automatically terminate and the customer shall return to DIGI Communications Belgium SA all copies (in any form or medium) of the ordered material and DIGI Communications Belgium SA's confidential information in its possession. The customer may retain one copy for regulatory purposes only.

15. Severability

If any provision of these general terms and conditions is deemed unenforceable, the remaining provisions shall nevertheless remain in full force and effect. Each party shall make every effort to immediately negotiate in good faith a valid substitute provision with equal or similar economic effect.

16. Waiver and full agreement

16.1 The terms and conditions of these terms and conditions may only be amended or modified by a written agreement signed by an authorized representative of both parties. These terms and conditions may be waived only by a written document signed by the party entitled to the benefits of these terms and conditions. Such waiver or consent shall not be deemed to be or constitute a waiver or consent with respect to any other terms or provisions, whether similar or not. Such waiver or consent shall be effective only in the specific case and for the purpose for which it was given and shall not constitute a permanent waiver or consent.

16.2 These terms and conditions constitute the entire agreement and understanding between the parties with respect to this subject matter and supersede all prior oral or written agreements, representations or understandings between the parties with respect to this subject matter. No statement, undertaking, warranty, covenant or agreement of any kind not expressly incorporated in these general terms and conditions shall affect or be used to interpret, modify or limit the express provisions of these general terms and conditions.

17. Notifications

Any notice required to be given pursuant to these general terms and conditions shall initially be given by e-mail to the e-mail addresses specified in the commercial order. All notifications by electronic mail are valid only if DIGI Communications Belgium SA provides the customer with an express acknowledgment of receipt by e-mail within five (5) working days. If DIGI Communications Belgium SA has not provided an acknowledgment of receipt within five (5) business days, all notices may be in writing and served by personal delivery, registered mail, addressed to the other party at the address set forth in the commercial order or at such other address as a party may designate by notice hereunder. All notices shall be deemed to have been given either (i) if personally delivered, at the time of their actual delivery to the receiving party at such party's address as provided above, (ii) if sent by overnight mail, on the next business day following the day on which such notice was delivered to the courier service, or (iii) if sent by registered or certified mail, on the fifth business day following the day on which the notice was sent.

18. Interpretation

In these general terms and conditions (unless the context requires or permits otherwise):

Does a reference to a statute or statutory provision include a reference to that statute or statutory provision as amended, expanded or re-enacted from time to time;
Do words in the singular include the plural, do words pertaining to a particular gender include all other genders, and do words pertaining to individuals include legal persons and corporations; and in each case vice versa;
Article titles or captions are for clarification purposes only and do not affect the interpretation or meaning of these terms and conditions.

19. Relationship of the parties

The relationship between DIGI Communications Belgium SA and the customer is that of independent contractors. Neither party is agent for the other and neither party is authorized to enter into contracts, either expressly or tacitly, on behalf of the other party, without the prior written consent of that party for express purposes related to the performance of these terms and conditions. As of the effective date, DIGI Communications Belgium SA is permitted to list the customer as a customer of DIGI Communications Belgium SA in all of its commercial/marketing documentation and customer lists, as a sales reference as well as on DIGI Communications Belgium SA's websites. The parties agree to issue a joint press release within a reasonable time after the Effective Date and Acceptance Date, the content of which shall be subject to the consent of both parties (consent which shall not be unreasonably withheld or delayed). This press release shall announce the signing of the terms and conditions and the implementation of the solution at the customer's premises.

20. Dispute Resolution

20.1. DIGI Communications Belgium SA and the customer shall use reasonable good faith efforts to resolve any disputes, controversies or claims arising in connection with these general terms and conditions. For the avoidance of doubt, dispute resolution shall not affect the right to terminate the agreement and the parties' other rights under these general terms and conditions.

20.2. General principles:

In seeking to resolve the dispute, the customer and DIGI Communications Belgium SA must adhere to the following general principles:

Customer and DIGI Communications Belgium SA shall, in response to a reasonable request from the other party, meet as often as reasonably necessary and provide the other party with non-confidential information reasonably related to the dispute in question;
The customer and DIGI Communications Belgium SA will strive to resolve the dispute between themselves first;
Any agreed solution shall be recorded in writing;
The parties will maintain an electronic log of all communications exchanged between the customer and DIGI Communications Belgium SA, as well as all relevant related information, with respect to each dispute;
The customer and DIGI Communications Belgium SA are free to seek the assistance of experts (including technical and legal experts) for the resolution of the dispute. Third parties invited by one of the parties may attend all hearings held between the parties if the inviting party so requires upon written agreement of the parties. The inviting Party shall ensure that such third party signs a written confidentiality agreement (following a model agreed upon by the Parties).

20.3. If after sixty (60) days the parties have failed to resolve their dispute amicably, either party may commence proceedings against the other in accordance with the "applicable law" section of these General Terms and Conditions. Nothing in this article limits the freedom of a party to take legal action to safeguard a legal right or remedy or to protect a property right or a trade secret right, or to take other coercive measures.

21. Applicable law and competent court

These general terms and conditions and/or the commercial order shall be governed by and construed in accordance with the laws of Belgium. The parties to this agreement submit to the exclusive jurisdiction of the courts of Bruges. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these general terms and conditions and/or the commercial order.

22. Special conditions

DIGI Communications Belgium SA agrees to comply with the additional special conditions, if any, as set forth in the Commercial Order, if and to the extent required by regulatory requirements.

23. Professional services

At the request of the customer, and for the duration of these general conditions and the commercial order, DIGI Communications Belgium SA may provide professional services to the customer. Professional services will be agreed upon in advance (unless otherwise specified in these general terms and conditions) in a statement of work. Unless otherwise stated in this specific statement of work, all professional services will be invoiced on the basis of hours performed and materials used, for an 8-hour working day.

24. Guarantees

24.1 DIGI Communications Belgium SA makes no warranty:

for the availability, accessibility and operation of the solution on unauthorized customer equipment.
for the availability of the solution, if the customer has changed any of the parameters under which the solution was installed, configured and/or tested.
for the accessibility and quality of data captured via the solution and hardware, as both parameters depend on the devices, equipment or any software of the visitors or data subjects whose data are being captured.
That the solution and services are compatible with the devices, equipment or software used by the visitor or data subject whose data is captured.

24.2 DIGI Communications Belgium SA warrants to the customer that under normal use and maintenance during the hardware warranty period, the purchased equipment will be free from defects in material and workmanship and will function substantially in accordance with the technical specifications as in effect on the hardware delivery date. During the hardware warranty period, DIGI Communications Belgium SA will repair or replace a defective hardware unit, free of charge in case of a fault (see below) or at the fee for professional services in case of an incident caused by the customer, if the customer sends the hardware to the branch office designated by DIGI Communications Belgium SA together with a detailed description of the problem and the necessary documentation required for return to the customer. Alternatively, DIGI Communications Belgium SA may have agreed to collect the defective hardware. Repaired or replaced units and assembly parts will have a new warranty period of three (3) months from delivery or until the end of the original warranty period, whichever is longer.

24.3 The warranty obligations of DIGI Communications Belgium SA under this Article 24 of the General Terms and Conditions are provided solely for the benefit of the Customer and apply only on condition that:

The customer has acted fully in accordance with these terms and conditions;
The solution was used fully in accordance with the instructions and technical specifications;
The solution has not been modified or repaired or reworked by anyone other than DIGI Communications Belgium SA or DIGI Communications Belgium SA's designees (being DIGI Communications Belgium SA's personnel and those working for the customer) or using unauthorized parts, assembly parts or software without the prior written consent of DIGI Communications Belgium SA;
The customer has notified DIGI Communications Belgium SA in writing of any identified fault during the applicable warranty period immediately after the fault has occurred, but in any event no later than ten (10) calendar days from the date the fault was discovered; and
The customer has promptly provided, upon reasonable request by DIGI Communications Belgium SA, any additional information regarding the error and its occurrence;
The customer did not modify the rented or purchased hardware himself.

24.4 The obligations of DIGI Communications Belgium SA under this Article 24 of these General Terms and Conditions do not extend to:

User-intensive, perishable or wearable components or software whose serial number or month and year of manufacture have been removed, altered, rendered illegible or deleted; or
failures resulting from or related to: (i) improper handling or use; (ii) external causes including excessive physical force, water, humidity, dust or other harmful environmental or operating conditions beyond the limits specified for the solution; (iii) power failures, fire, explosions or other causes beyond the control of DIGI Communications Belgium SA/NV; (iv) operator errors; (v) use not in accordance with the documentation; (vi) failure to implement new releases or updates to the software; or (vii) use of the product in combination with anything incompatible;
electromagnetic interference or interference from interconnected equipment; or
damage to property or equipment other than the solution itself;
extraordinary weather conditions (temperatures below -5 °C and above 30 °C)

24.5 DIGI Communications Belgium SA does not provide appropriate insurance for the customer's equipment that is not part of the solution (including but not limited to the authorized equipment) and for the activities that the customer intends to perform with it. This is the customer's responsibility.

24.6 DIGI Communications Belgium SA does not back up or provide any guarantees or assurances that Customer Content will be or remain accessible or preserved.

25. Hosting

25.1 If the solution is hosted, the hosting solution is hosted by DIGI Communications Belgium SA in the data centers of the hosting partner and DIGI Communications Belgium SA is entitled to provide these services ("hosting services") to the customer. The customer represents and warrants that he accepts the terms of the latest version of the terms of use relating to the hosting services as available via the link in the commercial order (the 'hosting terms'). He acknowledges and agrees that the hosting partner retains the right to unilaterally change these terms and conditions.

25.2 The customer acknowledges that the hosting services will be performed in dedicated data centers of the hosting partner. DIGI Communications Belgium SA will endeavor to guarantee an environment availability of 99.5%, day and night, in accordance with the provisions laid down in the hosting conditions. These warranties in the hosting conditions shall not apply if the non-conformity with the terms of service is due to accident, misuse or use in any other way incompatible with the hosting conditions or the general conditions. Hosting Partner makes no other warranties and disclaims all other express, implied or statutory warranties, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, title or non-infringement. In no event does DIGI Communications Belgium SA make any warranty with respect to the hosting services.

25.3 DIGI Communications Belgium SA will use its best efforts to provide uninterrupted hosting services, subject to:

Scheduled maintenance: in some cases, the services, or part of them, will be unavailable during maintenance work. In the event that hosting services could be interrupted as a result of such maintenance, such maintenance should be performed outside business hours if reasonably possible. The customer will be notified as soon as possible if the time of scheduled maintenance is known.
Unscheduled maintenance: DIGI Communications Belgium SA has the right to perform unscheduled maintenance if necessary (e.g. for security reasons). The customer will be notified of such maintenance as soon as practically possible.

25.4 The customer and its authorized users authorize the hosting partner to process all personal data as referred to in the General Terms and Conditions. The customer must (i) comply with all applicable legal requirements on privacy and data protection and (ii) provide sufficient notice to and obtain sufficient consent and authorization from end users and any other party providing personal data to the customer, DIGI Communications Belgium SA/NV and the hosting partner to enable the processing of the data by the customer, DIGI Communications Belgium SA/NV, the hosting partner and their respective departments, subsidiaries and service providers.

25.5 The maximum liability of DIGI Communications Belgium SA and the hosting partner for all claims relating to the hosting services shall be limited to direct damages only and shall in no event exceed the amount of the hosting fees paid by the customer to DIGI Communications Belgium SA during the last twelve (12) months preceding the event giving rise to the claim and based on the cause of action. These limitations shall apply regardless of any established liability based on breach of contract, strict liability, breach of warranty or any other legal basis.

25.6 If the customer wishes to change the hosting partner providing the hosting services, the customer shall pay a relocation fee covering the man-hours, costs and expenses incurred by DIGI Communications Belgium SA for such change.

26. Service Level Agreement.

For maintenance services, the customer may choose to have them performed by DIGI Communications Belgium SA. The conditions of these maintenance services are set out in the Service Level Agreement. If the customer opts for the maintenance services, the Service Level Agreement will be an integral part of these general terms and conditions.

Appendix A - Definitions.

In these general terms and conditions, unless otherwise indicated, the following definitions are used:

'Acceptance criteria' means the criteria based on which the customer accepts the solution as stated in the commercial order.

'Acceptance Date' means the date on which the solution is accepted by the customer.

"Acceptance Report" means a document signed on behalf of the Customer and DIGI Communications Belgium SA declaring that the Solution has passed the Acceptance Test and including any additional comments or findings resulting from the testing.

'Acceptance test' means a series of tests to be performed to verify the use of the solution in accordance with the acceptance criteria.

'Administrator' means the user responsible for the administrator account.

"Administrator Account" means the Customer's user account, which can only be accessed and used by the Administrator and through which the Administrator is able to (i) use the Solution, Platform and Services in accordance with the Commercial Order, (ii) change configuration settings (including but not limited to adding additional services or features) and (iii) create additional accounts for authorized users.

'Department':, with respect to the Relevant Party, any person or entity that controls, is controlled by, or is under common control with such Party, where 'control' means the power, directly or indirectly, to direct or cause to be directed, whether by contract, the management and policies of such entity, by ownership of shares, membership on the board of directors, by contract or otherwise and, in each case and without limiting the foregoing, any entity that owns more than 50% of the voting shares of a second entity shall be deemed to control such second entity (and "control" and "controlled" shall have the same meaning);

"Agent" means any physical person in the customer's organization (employees and subcontractors) to whom access is granted by the customer and who will or should be able to use the product as an agent. To use the product, each physical person in the customer's organization who is to be able to use the product as an agent must be registered for the product during that period. The number of agents is defined in the commercial order.

"Permitted Equipment" means the computer configuration platform (including the operating system) for which the applicable license is granted, as specified in the relevant documentation or commercial order.

"Authorized User" means (i) any physical person in Customer's organization or (ii) any physical person of Customer's customers and Customer's business partners who is granted access by Customer and will or should be able to use the Solution as an end user.

"Authorized User Account" means the user account that a user has access to via his/her personal login to use the solution, services and platform;

"Business Day" means a normal working day of DIGI Communications Belgium SA from Monday to Friday, excluding Belgian legal holidays.

'DIGI Communications Belgium NV': DIGI Communications Belgium NV NV, a company incorporated under Belgian law and registered with the Crossroads Bank for Enterprises under number 0881.653.685 whose registered office is located at Siemenslaan 13, 8020 Oostkamp, Belgium.

"Customer Content" means content, including images, audio/video and the like that the Customer uploads or generates on the Platform, including data transported to the Platform.

'Incident caused by the customer' means an incident (i) caused by misuse or abuse of the solution by the customer; (ii) caused by any modification or addition to the solution or configuration without the prior written consent of DIGI Communications Belgium SA/NV, or (iii) due to the use of incorrect data for integration or (iv) due to the failure of any supporting hardware and/or software (third party or customer).

'Commercial order' means the order as agreed between the customer and DIGI Communications Belgium SA, as stated on the cover page, entitled 'commercial order'.

"Confidential Information" of a Party: That party's information, in written, oral, electronic or other form, and which (i) is expressly designated as confidential or proprietary, or (ii) should reasonably be considered or traditionally has been considered confidential, whether or not it is expressly designated as confidential, including but not limited to information and facts concerning business plans, customers, prospects, personnel, suppliers, partners, investors, departments or others, training methods and materials, financial information, marketing plans, sales projections, customer lists, inventions, programs, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes and any technical or trade secrets, including any copies of the foregoing or any analyses, studies or reports containing, based on or representing the foregoing. DIGI Communications Belgium SA's confidential information includes, without limitation, the material ordered.

'Custom products' means customer-specific modifications, additions or extensions to the standard solution, specifically developed by DIGI Communications Belgium SA according to the terms agreed in the commercial order and/or a statement of work, which are not considered part of the standard solution.

"Documentation" means the technical and functional information about the Solution that DIGI Communications Belgium SA generally makes available to its customers from time to time.

'Effective date' means the effective date as stated in the commercial order.

'IoT solution' means DIGI Communications Belgium SA's solution and service consisting of a modular hardware platform consisting of a basic module in an advanced housing that processes the captured data via connected hardware to manage, analyze and translate the recorded data on the platform.

'Footfall Analytics' means a hardware solution for visitor count analysis, including services, from DIGI Communications Belgium SA whereby DIGI Communications Belgium SA counts the number of visitors at a given venue, trade show or event by recording, analyzing and anonymizing Wi-Fi beacons emitted by Wi-Fi-compatible devices, which connects to the platform via a SIM card or UTP.

'Hardware' means the hardware belonging to the solution, relating to WIFI Lab, Footfall Analytics and/or IoT solution as stated in the commercial order.

'Hardware delivery date' means the indicative date on which the hardware is delivered to the customer and the hardware is configured, installed and tested at the customer's premises as specified in the commercial order.

"Hardware Warranty Period" means twelve (12) months from the date of delivery of the hardware, in the case of purchased equipment only.

'Hosting Services' means the hosting services as defined in Article 25 of the General Terms and Conditions.

'Incident': a solution failure.

"Initial Term" means the initial period for which these terms and conditions are entered into, as set forth in the Commercial Order. The initial term commences on the effective date.

'Installation services' means the services performed by DIGI Communications Belgium SA to install and configure the ordered equipment. In the case of customized products, the installation services are part of the professional services and will therefore not be included in the solution fee.

"Intellectual property rights": All now known or hereafter existing (a) rights relating to works of authorship, including copyrights, copyright works, related rights and moral rights; (b) rights in trademarks or service marks; (c) rights in trade secrets; (d) patents, patent rights, rights in know-how and trade secrets, and industrial property rights (e) rights in layout designs, rights in designs, topography rights (f) Internet domain names, (g) rights in software and computer solution programs (including but not limited to source code and object code), rights in data, database rights and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks and similar rights; whether registered or unregistered and (h) all registrations, applications, renewals, extensions or reissues of the foregoing, in each case in any jurisdiction throughout the world.

"Location" means the customer's location where the hardware will be installed, the solution will be delivered and maintenance services can be performed, as set forth in the commercial order.

"Maintenance Fee" means the periodic maintenance fee specified in the Commercial Order for the provision of maintenance services.

"Maintenance Services" means the maintenance and support services related to the solution provided by DIGI Communications Belgium SA to the Customer as described in Article 3 of the Service Level Agreement.

'Network' means the (temporary) WiFi network created by using, among other things, the hardware and accompanying the software.

"Object code" means solution as assembled or compiled in magnetic or electronic binary form on software media that is readable and usable by machines but generally not readable by humans without reverse disassembly, reverse compilation or reverse engineering.

"Ordered Material" means the applicable solution, custom solutions and documentation purchased, leased and/or licensed, including but not limited to the purchased or leased material.

"Party" means a party to these terms and conditions.

"Personnel" means the employees, subcontractors, representatives or agents of DIGI Communications Belgium SA.

"Platform" means the solution's online, cloudbased analytics and management platform with a customizable user interface and backend platform that enables the use of WIFI Lab, Footfall Analytics and IoT solution services, as set forth in the commercial order.

"Professional services fee" means the periodic fee for professional services as specified in the commercial order for the professional services.

"Professional Services" means development, implementation and integration services or other services related to the Solution that may be agreed between the Parties from time to time and may be described in the Commercial Order and/or a Statement of Work.

"Purchased Material" means the material as defined in Article 2.5 of the General Terms and Conditions.

"Rented Material" means the material as defined in Article 2.2 of the General Terms and Conditions.

'Place of return' means the place specified in the commercial order as the respective 'place of return'.

Scope: the scope or business activity for which the customer is authorized to use the solution and as set forth in the commercial order.

Service Level Agreement: the agreement as set forth between the Customer and DIGI Communications Belgium SA, as listed on the cover page, entitled "Service Level Agreement".

'Services' means the services provided by DIGI Communications Belgium SA with respect to the solutions, software, installation of hardware, establishment and (as applicable) maintenance of the network and any related services with respect to Footfall Analytics, IoT solution, WIFI Lab, as set forth in the Commercial Order.

"Software" means the software related to the Solution, the Network, possibly including WIFI Lab, Footfall Analytics and/or the IoT Solution, including the software, computer programs, platforms, applications, including but not limited to all algorithms, (source or object) code and methodology related thereto.

"Solution" means the platform, software, network, hardware and/or services as described in the commercial order. To be clear, the solution does not include custom products.

'Solution delivery date' means the indicative date on which the solution is delivered to the customer and the software is configured, installed and tested at the customer's premises as specified in the commercial order.

"Fee for the Software" means the periodic or one-time fee as specified in the commercial order for the purchase, lease or license of the Solution, including the fee for hosting services.

"Specifications" means the unambiguous functional, technical and performance characteristics as agreed in writing between the parties (in a statement of work).

"Statement of Work" means a statement of work entered into between the parties pursuant to these terms and conditions for the provision of professional services by DIGI Communications Belgium SA. A statement of work shall include at least the following information: solution, order date, consultant profile, location where the professional services will be performed, description of the assignment, specifications (if applicable), estimated workload (if known), applicable fee (if applicable), applicable payment terms (if applicable), acceptance criteria (if applicable). The statement of work shall at all times be attached to and form an integral part of the commercial order.

"Terms and Conditions" means the present terms and conditions relating to the solution license (license), maintenance services, professional services and hosting services, applicable to all commercial orders and statements of work issued by DIGI Communications Belgium SA (unless otherwise expressly provided in writing).

"Test Period" means the period specified in the applicable Commercial Order or such other period as the parties may agree in writing.

'WIFI-Lab': the solution and service of DIGI Communications Belgium NV that consists of an internal management platform that offers a lot of personalization possibilities to use the WiFi network as a marketing tool. All data collected via WIFI-Lab can be used for many applications ranging from user tracking to advertising and email marketing. This data is stored in the cloud and can be easily accessed through the platform.