1. Application of general terms and conditions
These general terms and conditions apply to all offers from and agreements with DX SOLUTIONS BV, with registered office at 8500 Kortrijk, Spinnerijstraat 130.8, KBO nr. 0808.107.097 (hereinafter referred to as “DX”), notwithstanding any conflicting provisions stated on documents of the customer. By placing an order, the customer acknowledges having accepted the general terms and conditions of DX. The person placing an order is deemed to be the client and guarantees the execution of the agreement by the customer.

2. DX Services
Unless otherwise agreed in writing, DX offers its services on a time and materials basis at the daily and hourly rates specified in the quotation, which are indexed annually based on the Agoria index. The delivery period specified in the quotation is indicative and not binding for DX. Any estimate of the cost price of the services to be performed by DX is purely informative.

3. Customer obligations
The customer undertakes to provide DX with the necessary (complete and correct) information and to provide all cooperation and consultation required to be able to perform the services properly. The customer is responsible for the required software and hardware environment and must have the necessary licenses. The customer is always responsible for its own hardware and for the collection, security, storage and recovery of data and the input thereof on adapted data carriers. The customer must ensure the security of the system by taking a physical copy of the programs and data and storing them separately.

If the customer asks DX to fulfil certain assignments concerning third-party software, the customer guarantees that it has the required permission and/or user rights to have DX fulfil these assignments. If the customer uses DX's hosting services to offer a website or an application, it undertakes to correctly comply with all applicable legislation (including those relating to intellectual property rights, confidentiality, consumer protection, electronic commerce, distance selling and protection of personal data). The customer will indemnify DX against any claim by a third party based on an (alleged) breach of one of the above-mentioned obligations.

4. Payment methods
All prices communicated by DX are in EURO and exclude VAT. All invoices are payable on their due date by transfer to the account number of DX. In the absence of a due date, the payment term is 14 days after the invoice date. If an invoice is not paid in full on the due date, interest of 10% per year is due by operation of law from the due date until payment, as well as a fixed compensation of 10% of the invoice amount with a minimum of 125 EUR. Furthermore, DX has the right to suspend the further execution of its obligations until the customer has paid the due invoices.

Any delay in payment by the customer makes all amounts due immediately payable. Each payment will be charged to the oldest expired invoice and first to the interest and costs due. All ordered goods or services remain the property of DX until full payment of the purchase price by the customer.

5. Guarantees
DX undertakes the obligation of means to develop software and/or deliver (hosting) services according to the rules of the art. All obligations of DX are only obligations of means. However, the developed software and/or the (hosting) services are delivered to the customer 'as is'. The flawless functioning of a computer configuration (the entirety of hardware and software, including servers and supporting software for hosting)) can never be fully guaranteed, this both due to external factors and due to factors specific to the computer configuration so that unexpected loss of (even all) programs and/or data can occur. DX cannot be held liable for bugs, computer viruses and malware.

The software developed by DX is considered accepted by the customer as soon as it is installed in the customer's production environment. Services (including hosting services) are considered accepted if they are not protested in a timely manner in accordance with article 6. If the customer were to purchase products, software or services from third parties via DX, DX will not provide the customer with any other guarantees than those that the third party actually provides itself. Such products and any additional services are always subject to the license conditions and maintenance conditions of the third party supplier. If DX has performed an analysis that is implemented for the customer by another software supplier of the customer, DX accepts no liability for this implementation. In any case, DX will only provide a guarantee if the defect was reported to DX in accordance with article 6.

6. Complaints – protest of the invoice
Any protest must be submitted to DX by registered letter with reasons within a period of 8 (eight) days from the delivery for services and from the invoice date for invoices. In the absence of a timely protest, the delivered software, service or invoices are definitively accepted and payment is due in full. The notice of default must contain a description of the shortcoming that is as detailed as possible, so that DX is able to respond adequately. If the complaint is correct, timely and justified, DX has the right to remedy this complaint at its own discretion. If it appears that the complaint is not attributable to DX, DX has the right to charge the research services to the customer.

7. Liability
DX cannot be held liable for any error (even a gross error) by it or its appointee(s), except in the case of fraud. DX can never be held liable for any consequential damage, such as loss of expected profit, decrease in turnover, increased operational costs, loss of clientele, damage to reputation or to machines or loss of data, which the customer or third parties would suffer as a result of any error or negligence by DX or its appointee(s). The total liability of DX will in any case never exceed the price paid by the customer to DX for the software or service that gave rise to the damage, with a maximum of 5,000.00 (five thousand) euros.

Any liability of DX shall in any event only arise if (i) the customer notifies DX in writing of the default in accordance with article 6, (ii) grants DX a reasonable period to remedy the shortcoming, (iii) DX proves to be in default after that period to remedy the defect and (iv) the customer takes measures to limit the damage as much as possible. DX is not liable for errors due to insufficient or incorrect input by the customer, changes made by the customer or third parties, incorrect or unauthorised use or malfunctions in the hardware and/or software. DX accepts no liability for (defects in) the products and/or services of third parties.

All goods belonging to the customer and located at DX are stored there at the customer's risk. DX accepts no liability for the content of the customer's website(s) or application(s) that would be offered via DX's hosting services. DX reserves the right to promptly remove all information and/or disable access to it, as soon as DX becomes aware of the (even) possibly illegal nature of the activity that the customer is conducting or of the information that it is disseminating via the website or application.

8. Intellectual property rights
As soon as the invoices have been paid in full, the customer will obtain a non-exclusive and non-transferable user license for all of the custom software developed by DX to use this software for the internal business purposes of the customer. This license is valid for the duration of the rights and for the entire world. The customer is prohibited from granting sublicenses to third parties, making custom software available to third parties, communicating it, using it for the benefit of third parties or commercializing it. The customer will respect and protect the intellectual property rights of DX in the software or services of DX at all times and will immediately notify DX of any infringement by third parties of which it becomes aware.

If the software supplied by DX also includes software from third parties (including open source software), its use is subject to the license conditions of that third party. If a third party claims that a software or product supplied by DX infringes its rights, DX has the right, at its own discretion, to decide to (i) refute these claims, (ii) modify the software or product, or (iii) take back the software or product from the customer against reimbursement of part of the price. To the extent that the customer provides DX with material such as software, images, text, etc., for inclusion in the software to be developed, the customer guarantees that this material does not infringe the rights of third parties. The customer indemnifies DX in this regard.

9. Source code
DX retains full ownership of the source code. If the source code is transferred to the customer, the customer will ensure that third parties who gain access to this source code cannot use this source code or parts thereof for third parties. If the customer were to make changes to the source code, it will inform DX of this by e-mail.

10. Termination of the collaboration
If the customer is guilty of a serious contractual breach (such as non-payment of DX invoices on the due date) and does not remedy this within 8 days after receipt of a notice of default sent by registered mail, DX has the right to terminate the collaboration with immediate effect. Upon termination, the customer will pay for all software developed by DX and products and services delivered, as well as the costs that DX must incur as a result of this termination, plus compensation.

11. Confidentiality, non-competition and non-solicitation
The customer undertakes to treat the commercial and technical information and the trade secrets that it learns from DX confidentially, even after the termination of the collaboration with DX, and not to use them for its own benefit. The customer undertakes, during the term of this collaboration and for twelve months after its termination, neither directly nor indirectly and in any capacity, (i) to develop activities or perform actions on Belgian territory that are competitive with those of DX and (ii) to recruit employees and/or associates of DX. In the event of infringement, the customer will owe DX a fixed compensation of EUR 50,000 per infringement. However, DX reserves the right to claim higher compensation if its actual damage is higher.

12. Processing of personal data
DX processes the personal data of the contact persons specified by the customer for the purpose of 'customer management', i.e. to contact the customer regarding the services. The contact persons have a right of access and correction with regard to their data. When providing hosting services, it is possible that DX processes personal data on behalf of the customer. In this case, DX only acts as a processor and the customer is the controller. DX acts exclusively in accordance with the instructions of the customer and undertakes to comply with the applicable regulations regarding privacy. In order to protect the personal data provided by the customer as much as possible, DX applies a policy, rules and security techniques within the limits of what is reasonable, entirely in accordance with the applicable legislation. The security measures that DX takes are intended to prevent any unauthorized access, any incorrect use or unwanted disclosure, unauthorized modification and unlawful destruction or any accidental loss.

13. Reference
The client agrees to be included in DX's reference portfolio.

14. Force Majeure
Force majeure situations such as strikes, public unrest, administrative measures, illness or serious family circumstances, and other unexpected events over which DX has no control, release DX from its obligations for the duration of the inconvenience and for their scope, without any right to any price reduction or compensation for the customer.

15. Nullity
If any provision of these terms and conditions is void or unenforceable, the remaining provisions will remain in full force and effect and DX and the customer will replace the void or unenforceable provision with another provision that approximates the purpose and intent of the provision as closely as possible.

16. Applicable law – competent court
Belgian law applies to DX agreements. Any dispute regarding the conclusion, validity, execution and/or termination of the collaboration will be settled by the competent court in Ghent (Ghent division).