Article 1 Definitions

1.1 Verdomme BV, with registered office at Lange Leemstraat 52/401, 2018 Antwerp, Belgium, registered with the Crossroads Bank for Enterprises under number BE1008.491.083, operating under the commercial name “Rooster Booster”, is referred to in these general terms and conditions as the service provider.

1.2 The counterparty of the service provider is referred to as the client in these general terms and conditions.

1.3 Parties are the service provider and the client together.

1.4 The agreement refers to the agreement for services between the parties.

Article 2 Applicability of General Terms and Conditions

2.1 These conditions apply to all offers, work, agreements, and deliveries of services by or on behalf of the service provider.

2.2 Deviations from these conditions can only occur if expressly and in writing agreed upon by the parties.

2.3 The agreement always entails obligations of effort for the service provider, not obligations of result.

Article 3 Amendment of General Terms and Conditions

3.1 The service provider reserves the right to amend these General Terms and Conditions.

3.2 Updated versions shall be communicated to the client in writing and shall replace all prior versions.

3.3 If the client does not object in writing within fourteen (14) calendar days after notification, the updated version shall be deemed accepted.

3.4 Continued use of the services after the period referred to in paragraph 3.3 constitutes acceptance of the updated General Terms and Conditions.

Article 4 Payment

4.1 Invoices must be paid within 14 days of the invoice date unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.

4.2 Any individual payment or instalment under the amount of €10,000 (ten thousand euros) shall be made in full prior to the commencement or continuation of the corresponding work.

4.3 Payments are made without any right to suspension or set-off by transferring the due amount to the bank account specified by the service provider.

4.4 If the client does not pay within the agreed term, they are in default by operation of law, without any reminder being required. From that moment, the service provider is entitled to suspend obligations until the client has met their payment obligations.

4.5 If the client remains in default, the service provider will proceed with collection. The costs related to this collection are borne by the client. If the client is in default, they owe the service provider statutory (commercial) interest, extrajudicial collection costs, and other damages in addition to the principal sum. The collection costs are calculated based on the Decree on Compensation for Extrajudicial Collection Costs.

4.6 In case of liquidation, bankruptcy, seizure, or suspension of payment of the client, the claims of the service provider on the client are immediately due and payable.

4.7 If the client refuses to cooperate with the execution of the assignment by the service provider, they are still obliged to pay the agreed price to the service provider.

Article 5 Information Provision by the Client

5.1 The client provides all information relevant to the execution of the assignment to the service provider.

5.2 The client is obliged to provide all data and documents that the service provider deems necessary for the correct execution of the assignment in the desired form and manner in a timely manner.

5.3 The client guarantees the accuracy, completeness, and reliability of the data and documents provided to the service provider, even if they come from third parties, insofar as the nature of the assignment does not dictate otherwise.

5.4 The client indemnifies the service provider against any damage in any form arising from non-compliance with the provisions in the first paragraph of this article.

5.5 If and to the extent that the client so requests, the service provider returns the relevant documents.

5.6 If the client does not provide the data and documents required by the service provider, does not provide them on time, or does not properly, and the execution of the assignment is delayed as a result, the resulting additional costs and fees are borne by the client.

Article 6 Withdrawal of Assignment

6.1 The client is free to terminate the assignment to the service provider at any desired time.

6.2 If the client withdraws the assignment, the client is obliged to pay the service provider the owed salary and the costs incurred.

Article 7 Execution of the Agreement

7.1 The service provider executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.

7.2 The service provider is entitled to perform the agreement in whole or in part through affiliated companies, group entities, or qualified subcontractors, without prior consent of the client. The service provider remains responsible for the proper execution of the agreement.

7.3 The client acknowledges that the service provider operates as an independent service provider and that nothing in the agreement shall be construed as creating a partnership, joint venture, or employment relationship between the parties.

7.4 The service provider is entitled, but never obliged, to commence execution of the agreement prior to receiving any advance payment. Failure by the service provider to request or collect an advance shall not constitute a waiver of the client’s payment obligations.

7.5 The service provider reserves the right to suspend or postpone the execution of the agreement at any time if the client fails to meet payment obligations, without the client being entitled to any compensation or extension of deadlines.

7.6 It is the client’s responsibility to ensure that the service provider can start the assignment on time.

Article 8 Duration of Assignment Contract

8.1 The agreement between the client and the service provider is entered into for an indefinite period unless the nature of the agreement dictates otherwise or the parties have expressly and in writing agreed otherwise.

8.2 If the parties agree on a term for the completion of certain work within the duration of the agreement, this is never a strict deadline. If this term is exceeded, the client must give the service provider written notice of default.

Article 9 Amendment of the Agreement

9.1 If during the execution of the agreement it appears that it is necessary for a proper execution of the assignment to change or supplement the work to be done, the parties will timely and in mutual consultation adjust the agreement accordingly.

9.2 If the parties agree that the agreement is amended or supplemented, the time of completion of the execution may be affected. The service provider will inform the client of this as soon as possible.

9.3 If the amendment of or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client of this as soon as possible in writing.

9.4 If the parties have agreed on a fixed fee, the service provider will indicate to what extent the amendment or addition of the agreement results in exceeding this fee.

Article 10 Intellectual Property

10.1 All intellectual property rights, including but not limited to methodologies, frameworks, systems, operating models, automation structures, templates, playbooks, documentation, software components, know-how, and trade secrets, whether developed prior to or during the execution of the agreement, remain exclusively vested in the service provider.

10.2 The execution of the agreement does not result in any transfer of intellectual property rights to the client unless explicitly agreed otherwise in writing.

10.3 Any materials, advice, deliverables, or other works provided by the service provider may be used by the client solely for internal business purposes.

10.4 Upon full payment of all amounts due, the client obtains a perpetual, non-exclusive, non-transferable, and non-sublicensable right to use the deliverables for its own organization.

10.5 The client is not permitted to reproduce, disclose, commercialize, sublicense, resell, or make available to third parties the materials provided by the service provider, unless prior written consent has been obtained from the service provider.

10.6 The client is prohibited from reverse engineering, copying, deconstructing, or otherwise attempting to derive the underlying methodologies, structures, or strategic elements from the deliverables.

10.7 Any modifications, enhancements, configurations, or derivative works based on the intellectual property of the service provider remain the exclusive property of the service provider, even if such developments arise during the execution of the agreement.

10.8 The client shall not use the deliverables or insights obtained through the execution of the agreement to develop services, products, or activities that compete with the business activities of the service provider.

10.9 Nothing in this agreement restricts the service provider from providing similar services, using comparable methodologies, or developing related intellectual property for other clients, including clients operating in the same industry as the client.

10.10 The client acknowledges that the intellectual property of the service provider constitutes valuable trade secrets and agrees to take reasonable measures to prevent unauthorized use or disclosure.

10.11 In the event of unauthorized use or infringement of the intellectual property rights of the service provider, the client shall be liable for all damages suffered by the service provider, without prejudice to the service provider’s right to seek injunctive relief and any other remedies available under applicable law.

10.12 Intellectual property rights relating to materials provided by the client remain vested in the client. The client grants the service provider a limited right to use such materials solely for the purpose of executing the agreement.

Article 11 Force Majeure

11.1 If the service provider cannot fulfill its contractual obligations due to force majeure, the period to fulfill its contractual obligations is extended by the same duration as the force majeure.

11.2 In these general terms and conditions, force majeure means, in addition to what is understood in law and jurisprudence, any independent circumstance beyond the control of the service provider, foreseeable or unforeseeable, which prevents the fulfillment of the agreement, including, but not limited to, riots, strikes, boycotts, blockades, sabotage, fire, lightning, machine breakdown, disruption, transport delays, delays in supply by third parties, and/or changes in laws and regulations making it reasonably impossible for the service provider to fulfill the agreement.

11.3 In case of hindrance to the execution of the agreement due to force majeure, the service provider is entitled to suspend the execution of the agreement for a maximum of 4 (four) weeks or to dissolve the agreement in whole or in part without judicial intervention, without the service provider being liable for any compensation.

Article 12 Complaint Obligation

12.1 The client is obliged to report complaints about the performed work immediately in writing to the service provider. The complaint contains a detailed description of the shortcoming, so the service provider can respond adequately.

12.2 A complaint cannot lead to the service provider being obliged to perform other work than agreed.

Article 13 Liability for Damage

13.1 The service provider is not liable for damage resulting from this agreement unless the service provider has caused the damage intentionally or with gross negligence.

13.2 If the service provider owes compensation to the client, the damage does not exceed the fee.

13.3 The limitation of liability also applies if the service provider is held liable for damage directly or indirectly resulting from the improper functioning of the equipment, software, data files, registers, or other items used by the service provider in the execution of the assignment.

13.4 The liability of the service provider for damage resulting from intent or conscious recklessness of the service provider, its supervisors, or subordinates is not excluded.

Article 14 Confidentiality

14.1 Each party keeps confidential any information received (in any form) from the other party and all other information concerning the other party, which it knows or can reasonably suspect to be secret or confidential, or which it can expect that its dissemination may harm the other party, and takes all necessary measures to ensure that its personnel also keep the mentioned information confidential.

14.2 The confidentiality obligation mentioned in the first paragraph of this article does not apply to information:

14.2.1 that was already public at the time the recipient received it or has become public subsequently without a breach by the receiving party of a confidentiality obligation resting on it;

14.2.2 that the receiving party can prove was already in its possession at the time of provision by the other party;

14.2.3 that the receiving party received from a third party where this third party was entitled to provide this information to the receiving party.

14.2.4 that is disclosed by the receiving party based on a legal obligation.

14.3 The confidentiality obligation described in this article applies for the duration of this agreement and for a period of 3 years after its termination.

Article 15 Data Protection

15.1 The parties acknowledge that, to the extent the service provider processes personal data on behalf of the client in the performance of this agreement, the client acts as the data controller and the service provider acts as the data processor, as defined in Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”).

15.2 The service provider shall process personal data solely on the documented instructions of the client and only for the purposes necessary for the proper performance of the agreement. The service provider shall not process personal data for its own purposes or for the purposes of third parties.

15.3 The service provider shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing.

15.4 The service provider shall ensure that all persons authorised to process personal data are bound by a duty of confidentiality.

15.5 The service provider shall not engage any sub-processor without the prior written consent of the client. Where sub-processors are engaged, the service provider shall ensure that such sub-processors are bound by obligations equivalent to those set out in this article.

15.6 The service provider shall, insofar as possible and reasonable, assist the client in fulfilling its obligations to respond to requests from data subjects for access, rectification, erasure, restriction, portability, or objection, as well as in complying with its obligations under Articles 32 to 36 of the GDPR.

15.7 In the event of a personal data breach, the service provider shall notify the client without undue delay after becoming aware of the breach and shall provide all information necessary to enable the client to comply with its legal obligations under the GDPR.

15.8 Upon termination of the agreement, the service provider shall, at the choice of the client, delete or return all personal data and delete existing copies, unless Union or Member State law requires storage of the personal data.

15.9 The service provider shall make available to the client all information necessary to demonstrate compliance with the obligations laid down in this article and shall allow for and contribute to reasonable audits or inspections conducted by or on behalf of the client.

15.10 The processing of personal data under this agreement shall be governed by Belgian law, and the competent supervisory authority is the Belgian Data Protection Authority (Autorité de protection des données / Gegevensbeschermingsautoriteit).

Article 16 Non-Hiring of Personnel

The client does not hire employees of the service provider (or companies that the service provider has engaged for the execution of this agreement and who were involved (or have been involved) in the execution of the agreement) or have them work for them in any other way, directly or indirectly. This prohibition applies for the duration of the agreement and up to one year after its termination. There is one exception to this prohibition: parties can make other arrangements in good business consultation, which apply if recorded in writing.

Article 17 Governing Law and Dispute Resolution

17.1 This agreement shall be governed by and construed in accordance with the laws of Belgium.

17.2 Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Belgium.

17.3 In the event of any dispute, controversy, or claim arising out of or relating to this agreement, the parties shall first seek to resolve the matter through mediation administered by the Belgian Centre for Arbitration and Mediation (CEPANI) in accordance with its rules. If the dispute is not resolved through mediation within 60 days of a party’s request for mediation, it shall be finally settled by arbitration administered by CEPANI under its rules. The place of arbitration shall be Brussels, Belgium, and the language of the arbitration shall be English. The arbitral decision shall be final and binding on the parties.