Article 1 – Scope

These general terms and conditions apply to all agreements entered into between RESTOMAX SRL (Restomax), Registration No.: BE 0463.564.483 Rue des Primeurs 79, 1190 Brussels (hereinafter referred to as ‘RESTOMAX’) and its Customers (hereinafter referred to as the ‘Customer’), with regard to the products and services provided by RESTOMAX, as well as, in general, to all of their business relations. Where applicable, they are supplemented by special terms and conditions.

Our general and specific terms and conditions may only be amended by express written agreement between the parties. They are deemed to be accepted by the Customer simply by placing an order, even if they conflict with the Customer's own general or specific terms and conditions. The latter shall only be binding on RESTOMAX if they have been expressly accepted in writing. RESTOMAX's agreement cannot under any circumstances be presumed from the fact that we have accepted the contract without protesting against the provisions referring to the general or specific terms and conditions or other similar provisions of the Customer.

RESTOMAX reserves the right to modify these terms and conditions at any time, without further formalities other than informing the Customer by means of an online notice and/or incorporating such modifications into the online terms and conditions, which can be viewed on the website.www.RESTOMAX.com

Article 2 – Precautions prior to placing an order

Prior to entering into the agreement, the Customer shall seek all necessary advice and ensure that the hardware, software and/or services it intends to order correspond to its needs and intended use. RESTOMAX shall not be liable for any error in the choice or assessment made by the Customer and/or for the suitability of the Software, Hardware and/or Services for the purpose(s) intended by the Customer. Depending on the Customer's order, the provisions of the contract cover the licensing of the Software, the supply of Hardware related to the granting of such licences and/or the Services provided by RESTOMAX.

Article 3 – Order

Any order placed by the Customer is binding on the latter. The Customer's employees, sales representatives, agents or intermediaries are irrefutably presumed to have the necessary authority to commit the Customer to us. Any order for which the invoice is addressed to a third party at the request of the principal shall render the principal and the third party jointly and severally liable for the performance of all obligations under the general and specific terms and conditions. Our employees, sales representatives, agents and intermediaries have no authority to commit RESTOMAX. Offers, purchase orders and order confirmations signed by them shall only be binding on RESTOMAX after written ratification by a director or manager duly authorised for this purpose, unless delivery or performance has already commenced. RESTOMAX reserves the right either to cancel an order that has not been ratified in this way or to ratify such an order at any time.

Article 4 – Rates

The prices listed in our price lists, offers and order confirmations are purely indicative and may be modified by RESTOMAX without prior notice as long as the contract has not been concluded. In the event that the price of the products delivered or services provided by a third party increases after the conclusion of the contract, RESTOMAX shall be entitled to pass on this increase in the contract price by notifying the Customer by registered letter. This increase shall be deemed to have been accepted by the Customer five working days after the notification has been sent, unless the Customer objects within this period by registered letter. If the Customer does not agree, RESTOMAX shall be entitled to unilaterally withdraw from the contract by simple notification by registered letter, without compensation.

All our prices are net, excluding VAT, ex works from the RESTOMAX place of business, and exclude all other charges and taxes. Products are transported at the Customer's risk, even in the event of carriage paid or delivery free of charge.

Article 5 – Services

RESTOMAX is only responsible for delivering the products and providing the services that are clearly stated in the order confirmation or signed contract. Any other products and services will be charged to the Customer at the current rates, which are available on request. Any order for Services placed with RESTOMAX only creates an obligation of means on its part, with the express exclusion of any obligation of result. The duration of Service contracts is set out in the special terms and conditions. Unless notice is given by registered letter within the time limits specified in the special terms and conditions or three months before the expiry date, contracts concluded for a fixed term shall be tacitly renewed for periods of one year.

Article 6 – Time limits

Unless expressly agreed otherwise in writing, deadlines are given for information purposes only and are not binding. A delay in delivery or service shall not under any circumstances give rise to cancellation of an order or to any compensation, except in the event of wilful misconduct on the part of RESTOMAX.

RESTOMAX expressly reserves the right to make partial deliveries, which shall constitute partial sales. Under no circumstances shall such partial delivery justify refusal to pay for the products delivered.

If circumstances make it impossible to deliver or provide the service – especially in cases of force majeure such as strikes, lockouts, accidents, bad weather, blockades, import or export bans, production or delivery stoppages by the manufacturer, etc. – RESTOMAX expressly reserves the right to deliver equivalent products.

to those specified in the order or to terminate RESTOMAX's commitments to the Customer, all without compensation. Force majeure also includes cases of force majeure affecting the parties' suppliers, the inadequate performance of their obligations by suppliers imposed on RESTOMAX by the Customer, power failures and malfunctions that hinder the flow of data, insofar as the cause of this situation is not attributable to the parties themselves. If RESTOMAX fails to meet a delivery deadline, the Customer shall first give RESTOMAX written notice and allow it a reasonable period of time to fulfil its obligations. This provision shall not apply if the contract provides for other conditions.

Article 7 – Complaints

Any complaint relating to the products delivered or services provided must be sent to RESTOMAX in writing within five working days of the date of delivery or receipt, quoting the delivery note number. After this period, the service or product will be deemed to have been definitively accepted by the Customer and no further complaints will be considered.

Any complaint relating to an invoice, other than those provided for in Article 7, must be sent to RESTOMAX by registered letter within five working days of receipt, which is presumed to have been made within three working days of the date shown on the invoice. After this period, no further complaints will be accepted. A complaint cannot under any circumstances justify a suspension of payment.

Article 8 – Invoicing

The current quantities per product are listed on the subscription invoice.

Changes to the licence may be requested in writing, taking into account the standard notice period. RESTOMAX indexes its prices annually, based on the Consumer Price Index for the period July–July.

All invoices are sent by email in PDF format. They are payable within 14 days of receipt of the invoice and without discount, unless otherwise agreed. Any delay in payment will immediately suspend the performance of the services. The right of termination under Article 1794 of the Civil Code does not apply to RESTOMAX contracts.

Any deposits paid by the Customer shall be deducted from the order price. They constitute a commencement of performance of the contract and not a down payment, the forfeiture of which would entitle the Customer to withdraw from its obligations. Without prejudice to the guarantees set out below in this document, the products delivered remain the property of RESTOMAX until full payment of the principal amount and all related charges. Until the aforementioned payment has been made in full, the Customer expressly agrees not to dispose of the delivered products, and in particular not to transfer ownership of them, pledge them or assign them as security or privilege of any kind. Where necessary, the above clause shall be deemed to have been repeated prior to each delivery. The Customer also undertakes to notify RESTOMAX immediately by registered letter of any seizure by a third party.

In the event of non-payment of all or part of an invoice, the outstanding amount shall be increased automatically and without notice by interest at a rate of 10% per annum, with each month started being due. In addition, any invoice not paid by its due date shall be increased, automatically and without notice, by a fixed and irreducible compensation of 10% of the outstanding amount, with a minimum of EUR 125.00. Finally, failure to pay an invoice by its due date, protest of a non-accepted bill, any request for an amicable or judicial composition, suspension of payments, or any other event that may imply the insolvency of the Customer shall automatically and without notice result in the forfeiture of the term for all outstanding invoices. In addition, these situations shall confer

RESTOMAX the right to suspend all of its obligations without prior notice and to terminate all or part of the contracts in progress without any formalities other than notification by registered letter and without compensation.

RESTOMAX has the right to terminate the contract immediately if the Customer fails to fulfil their obligations, has requested a deferment of payment or is bankrupt.

Any equipment supplied or installed during the work will be invoiced separately.

Article 9 – Warranty

Unless otherwise specified, the equipment sold is guaranteed for 1 year from the date of its initial installation. The warranty covering the products sold is limited to that provided by the manufacturer, which is well known to the Customer or which the Customer is deemed to have fully understood before entering into the contract, and, where applicable, to the extended warranty programme agreed upon in a separate agreement. It does not cover, in particular, the consequences of the following cases: inadequacy or failure of the hardware, software, telecommunications or electrical environment, etc.; consumables and normal wear and tear of parts; addition or connection of equipment or software not included in the contract; modification of the products delivered without our prior written consent; all cases of force majeure and acts of government, etc.

In the event that the manufacturer's warranty does not cover on-site repairs, the Customer shall be responsible for returning the defective equipment at their own expense to RESTOMAX, who will follow up the request with the manufacturer.

In the event of a request by the Customer for on-site intervention outside the maintenance contract, the services will be invoiced at the current rate. RESTOMAX services are not covered by this warranty. RESTOMAX does not guarantee in any way that any hardware or software will be able to solve a particular problem or a problem specific to the Customer's business. Furthermore, any defect unknown to RESTOMAX that could affect the software is not covered by the warranty. The warranty is granted on the condition that the products delivered are used with due care and attention, in accordance with the terms of the offer or under the normal conditions of use mentioned in the catalogues, notices and manuals made available to the Customer.

The Customer undertakes to maintain the software delivered at the highest level of revision, with the cost of acquiring new versions being borne by the Customer.

Article 10 – Responsibilities

RESTOMAX and the customer shall not be liable to each other in the event of force majeure as defined by law. Force majeure also includes cases of force majeure affecting the parties' suppliers, the inadequate performance of their obligations by suppliers imposed on RESTOMAX by the customer, power failures and malfunctions that impede the flow of data, insofar as the cause of this situation is not attributable to the parties themselves.

Under no circumstances shall RESTOMAX be held liable, whether under contract or otherwise, for damage caused to persons or property other than the products delivered or the products that are the subject of its services. RESTOMAX shall not be liable to the customer or any third party for any indirect damage (including, but not limited to: loss of turnover, loss of profits and lost opportunities, any loss or deterioration of data, loss of customers, etc.), unless such damage results from a deliberate fault on the part of RESTOMAX. It is therefore the customer's responsibility to make regular backup copies of their operating systems, applications and data, and in any event before any technical intervention.

In any event, if RESTOMAX is found liable for breach of contract, the total amount of compensation we may be required to pay shall not exceed the price excluding VAT of the service provided, the equipment directly damaged by our provision of services or the damaged product delivered.

No action by the customer, for any reason whatsoever, may be brought against RESTOMAX more than one year after the occurrence of the event on which it is based.

The customer undertakes to test the proper functioning of its programmes before putting them into operational use. RESTOMAX shall use all reasonable endeavours to ensure the accuracy of the programmes, documentation, advice and services it is required to provide under this contract. In the event of critical problems, RESTOMAX shall use its best endeavours to resolve the customer's problem as quickly as possible. The customer is requested to provide RESTOMAX with a list of

‘blocking issues’ to avoid any random interpretations.

It undertakes to remedy to the best of its knowledge any errors or omissions that may appear in the programmes or services and for which it is directly responsible.

RESTOMAX's liability in connection with the performance of this contract is limited to cases of gross negligence and serious misconduct. Any damages that the customer may claim are limited to an amount of 5,000 euros per claim, even if the damage results from several instances of gross negligence or serious misconduct on the part of RESTOMAX. RESTOMAX cannot be held liable for cases of force majeure, such as fire, water damage, power outages, strikes, wars, staff shortages, transport shortages, delays on the part of RESTOMAX's supplier, as well as breakdowns or interference due to climatic or other phenomena and viruses.

RESTOMAX shall also not be held liable in the event that the customer or an external service provider must intervene on the RESTOMAX software or on the systems installed by RESTOMAX for technical or security reasons.

The customer's claims for damages attributable to RESTOMAX shall expire one year after the facts giving rise to the damage become known.

RESTOMAX shall not, under any circumstances, be liable in any way whatsoever for any direct or indirect damage, or even if there is no damage (non-exhaustive list):

• malfunction of the Internet network;
• breach of the security system;
• the introduction of computer viruses spreading via the Internet;
• damage caused by computer hacking or hackers;
• partial or total, temporary or permanent interruption of access to the customer's network and data;
• temporary or permanent loss, in whole or in part, of the customer's data or the customer's customers' data;
• a computer crash;
• navigation problems, bugs or slow server response times;
• theft of equipment entrusted to them, unless there has been gross negligence on the part of RESTOMAX Ltd.
• misuse, alteration or modification by the customer of the sources made available to them

Article 11 – Miscellaneous

Throughout the duration of any service contract and for a period of six months following its termination, the Customer shall refrain from any attempt to hire, directly or indirectly, any of RESTOMAX's employees, on pain of paying us an irreducible compensation of EUR 30,000.00 per employee concerned, without prejudice to RESTOMAX's right to claim compensation for any greater loss incurred.

RESTOMAX reserves the right to mention the customer's name and/or logo on its website and in its communications for the sole purpose of promoting RESTOMAX's services and the modullo brand. Any quotation or testimonial will be subject to an explicit request to the customer and will only be published with their formal consent.

Article 12 – Applicable law

The invalidity of any clause or part of a clause in these terms and conditions shall not affect the other clauses or parts of clauses, and the clause or part of the clause concerned shall be replaced as far as possible by a valid provision with equivalent effect. This contract is governed exclusively by Belgian law. Any dispute relating to its interpretation, execution or termination shall be subject to the exclusive jurisdiction of the courts of Brussels and, where applicable, the justice of the peace of the 1st district of Brussels. The rules of the Vienna Convention applicable to international contracts for the sale of goods are excluded. RESTOMAX reserves the right to modify the SLA and the general terms and conditions. Modifications will be published in the Customer Zone and, in the event of significant modifications, the contact persons listed on the subscription will be informed by email. RESTOMAX guarantees that the SLA and the general terms and conditions in force are available in the Customer Zone.