1. INTRODUCTION

The contractual relationship relating to the supply of products and services to the customer shall be governed by the present General Terms and Conditions. Unless explicitly agreed otherwise with Innoframe  in writing in advance, the General Terms and Conditions apply to all contracts or agreements, to the exclusion of other general terms and conditions that are recorded or referred to in other documents or other communications that are used by the customer or Innoframe when concluding contracts or agreements.

2. DEFINITIONS

For a proper understanding of this document and its consequences, we provide a definition of the following terms below.

Agreement: any agreement for the delivery of goods and/or services that determines the relationship between Innoframe and the customer, which comes into effect with the written acceptance of the customer’s order form by Innoframe.

Customer: the party that has sent an order form to Innoframe, which has been accepted by Innoframe and with which the company has agreed to the delivery of products and/or services on the basis of these General Terms and Conditions.

License agreement: the license that is delivered by the assignor to the customer and with which the right of use of the products is transferred to the customer. The said license agreement defines the general terms and conditions of the license on the basis of which the assignor transfers the right to use the product to the customer, which is a condition for use by the customer.

Space: any building in which or any location where the customer has a branch office for which Innoframe has accepted to perform its obligations.

Price: the price proposed by Innoframe to the customer and published by sending a tariff list or an offer to the customer at his request. Only if the price has been announced in writing (e.g. by sending a quotation) can one or more changes be applied to the price on occasion.

Products: the software and/or hardware of the assignor that is ordered by the customer through the intervention of Innoframe with a view to delivery to the territory.

Order form: a document sent by the customer to Innoframe with due observance of the price published by Innoframe. This document is subject to the current General Terms and Conditions, whereby it is noted that none of the customer’s general terms and conditions of purchase can apply to the parties.

Services: the provision of services by assignors ordered by the customer with the intervention of Innoframe for the purpose of execution on the territory.

Innoframe: Baro Systems bv, whose head office is located at Hoevensebaan 267, 2950 Kapellen, Belgium, which company has accepted the order form of the customer and has thereby concluded the agreement.

Services of Innoframe: the provision of services by Innoframe, ordered from Innoframe by the customer.

Territory: Europe.

Assignor: the publisher, manufacturer, distributor who licenses the products, performs the services and/or has chosen Innoframe as an expert for the purpose of reselling the products and/or services to the customer.

Working Day: a period of 8 hours between 9:00 and 17:00 Monday to Friday, excluding public holidays in Belgium.

Websites: www.innoframe.com, innoframe.com, www.innoframe.net, innoframe.net, www.innoframe.be, innoframe.be, www.innoframe.nl innoframe.nl , www.innoframe.eu  innoframe.eu

3. PROVISIONAL APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE:

These General Terms and Conditions may be changed by Innoframe at any time without prior notice. It is therefore recommended to regularly consult these terms and conditions on the website of Innoframe at the time you place an order online, and in particular when you send a sales order, due to its binding nature. These General Terms and Conditions can NOT be supplemented or changed as a result of the use of any other deed.

4. PRODUCTS AND SERVICES

Innoframe undertakes to deliver to the customer the products and services available at the time of the order, on the basis of the present General Terms and Conditions, which are described in the separate order forms sent by the customer. The order forms are drawn up according to the quotation provided by Innoframe or on the basis of the price catalogue available on the Innoframe website. These bind the customer to Innoframe for a period of thirty (30) days. Innoframe is only bound by an order form after it has accepted it in writing. From that moment on, there is an agreement between the parties, to which the current General Terms and Conditions apply. The services of Innoframe for which a certain or limited delivery period has been agreed upon between the parties, will be delivered by Innoframe during the working days within the period stated on the order form. The services of Innoframe for which an indefinite delivery period has been agreed upon between the parties, will be delivered by Innoframe during the working days, which will be completed on the basis of what is stated on the order form. For delivery of the services by Innoframe outside working days, prior permission must be granted by Innoframe. Extra costs will be charged to the customer for this. Innoframe may call in the services of one of its authorized representatives or subcontractors for the performance of Innoframe’s services. For each additional delivery to the delivery set out in the agreement, which is carried out by Innoframe at the request of the customer, a separate invoice can be drawn up according to the applicable rate of Innoframe. Innoframe may record incoming and outgoing telephone calls and exchange of e-mail messages for training purposes.

The customer commits himself to the following:

(i) all data provided to Innoframe with a view to purchase the products or services offered on the website of Innoframe are correct, and

(ii) in the case of the use of a credit or debit card by the customer to pay for the purchase in question, the customer guarantees that the card is his or her property, that he or she is authorized to use it and that he or she has sufficient balance to cover the costs relating to the products or services ordered from Innoframe. Innoframe reserves the right to check the details of the customer’s credit or debit card before delivering the product or services. The customer authorizes Innoframe to check the data provided by the customer, so that the accuracy of the data can be confirmed as part of the fight against the misuse of bank cards.

(iii) In the case of a purchase of ‘SPLAs’ (Service Provider Licensing Agreement) from Microsoft, the customer is obliged, before the 10th of each month, to send an overview of the use relating to the previous month. If the customer has not made any use of the SPLA agreements in force at that time, the customer authorizes Innoframe to submit a non-use summary, if no summary has been received from the customer before the 10th of each month.

5.  PRICES AND PAYMENT

The prices charged by Innoframe for all products and services are those defined in Innoframe’s pricing structure, hereinafter referred to as: “IGPS” or “Innoframe’s Global Pricing Structure”. This IGPS is based on the sales price used by the publishers (which may be changed), which apply to the individual products and services and which are negotiated between Innoframe and publishers. As these prices are regularly changed by the publishers and renegotiated by Innoframe, they may vary, with each price change being reflected by the publishers in the selling price subsequently applied to the products and services. The mentioned prices do not include any expenses, nor any other costs (such as, among others, but not limited to, delivery, shipping and processing costs), nor value added tax, nor any other costs, levies or taxes (such as, among others, but not limited to, customs duties for import or export). All this must be paid by the customer. The total amount specified below will have to be paid in full to Innoframe without any right to compensation. In addition, the total amount stated is due and payable excluding any deduction or reduction of taxes (including withholding tax) as well as any costs associated with customs duties. VAT will be charged according to the rate applicable on the invoice date, or according to the legal standard rate.

In the event that the customer falls under an arrangement whereby VAT is levied at source, the applicable price will be increased in such a way that Innoframe receives the total price it would receive if no withholding tax was levied at source. In the event that Innoframe has to bear a tax or costs that are normally borne by the customer, the customer must repay the amounts concerned to Innoframe within thirty (30) days of receipt of a written demand from Innoframe. In the event that the costs for delivery of the products and/or the delivery of the services are higher for a reason beyond Innoframe’s control, Innoframe will, without prejudice to the provisions of the following paragraph of the present article, inform the customer of this in writing as soon as possible, stating the amount of the increase. In the absence of a written objection within seven (7) days after sending the notification of the increase, the customer is irrevocably deemed to have accepted the increase. Any increase for which no objection has been received by the customer will be included in the amount of the invoice sent to the customer. If the parties cannot agree on such an increase, Innoframe has the right to terminate the agreement, without either party being liable. Furthermore, all prices quoted by Innoframe in local currency are only guide prices, which can be adjusted by Innoframe on the basis of fluctuations in the exchange rate of the euro, which is used as a guide value. The period of validity of offers is 24 hours from issue, unless otherwise agreed in writing between the parties. In the event that the costs for delivery of the product and/or for delivery of the services are increased as a result of acts/ negligence on the part of the customer, the amount charged will be increased ipso jure by the total of the additional costs as a result of this act/ negligence, without the customer being able to object to this. Payment must be made as soon as the invoice has been presented, unless a different credit term has been agreed in writing with Innoframe. Innoframe invoices the Customer: in case of software per acceptance of the Customer’s order, in case of hardware per shipment; in case of recurring services after completion of professional services or monthly afterwards, unless otherwise agreed in writing, with regard to maintenance and support services. In the event that the Customer does not fulfill his payment obligation with regard to any sum due to Innoframe, the Customer is, without prejudice to the other rights of Innoframe, bound to the following:

a) any sum not paid within the agreed period will be subject to a penalty by operation of law, the total of which is equal to the rate of statutory interest plus four percent (4%), which will be charged daily from the due date until Innoframe has received payment of any unpaid amounts, plus interest due;

b) Innoframe reserves the right to interrupt the execution of its obligations until the customer has paid its debt in full, to terminate the agreement with due observance of the provisions of Article 10 below and/or to inform the assignor of the unauthorized use of the products as a result of overdue payment.

6. TRANSPORT AND DELIVERY

Unless explicitly stated otherwise, the products will be delivered by road, with transport costs being paid in advance and added to the invoice amount by Innoframe. Shipments made on the basis of the present document will be carried out on the basis of a contract. This contract must state the date of order, the quantity, the applicable prices, the delivery time and the delivery address; it may also contain provisions relating to the route, the billing address and certification. The availability of products depends on the availability on the part of the assignor of the said products. Delays in the supply by the assignor may affect the delivery of the product to the customer. The risks relating to the products are transferred to the customer from the moment of delivery of the said products to Innoframe’s head office. The customer bears all risks regarding loss of or damage to products that may occur during transport, even when the carrier is chosen by Innoframe. The shipping instructions and all other relevant information regarding delivery must be stated on the order forms that are sent under application of the current General Terms and Conditions. Ownership and risk are transferred to the customer at the time of delivery. This provision does not under any circumstances entitle the customer to return the products to Innoframe. Innoframe reserves the right to collect the price through any legal means.

7. RETURNS

Products may be returned subject to the terms, conditions and limitations of the license agreement specific to each product. Damaged products may be returned to the assignor only on the condition that this is provided for in the license agreement and, if so, on the basis of the conditions set forth herein. If the license agreement provides for the right of return for undamaged products, the customer can return them to Innoframe

(i) according to the conditions of the said license agreement

(ii) subject to the return procedure described in the following paragraph. Prior to returning an undamaged product, the customer must obtain a “returnmerchandise authorization” number (RMA number) from Innoframe. This RMA no. must be clearly visible and legible on the outer packaging of the product returned to Innoframe. The product must be returned to the address stated by Innoframe when issuing the RMA no., within fifteen (15) days of the issue of the RMA no. The returned product must be sent for the attention of the ‘Customer Account Services’ department. All shipping costs in connection with returning a product to Innoframe are entirely at the expense of the customer. In the case of a valid product return, Innoframe will provide the customer with a voucher that can be used for future purchases, to the value of an amount equal to the price of the returned product, from which any administrative costs resulting from the return will be deducted. Innoframe reserves the right to charge a fixed amount of fifteen percent (15%) of the price of the returned product, with a maximum of 100 euros, as administrative costs of the return. All credits granted to the customer by Innoframe must be used by the customer within a period of one (1) year from the date of granting of the credit by Innoframe. If the credit is not used within this period, it will automatically expire.

8. GUARANTEES

The customer takes into account that Innoframe is a reseller and as such understands and accepts that any warranties at its disposal are those provided by the assignor of each product or service. Innoframe is not authorized by the assignor to provide special guarantees to the customer with regard to the products and services within the framework of these General Terms and Conditions. The assignor of products and services provides the applicable guarantees that apply to the products and services in question via and on the basis of the conditions of the license agreement or the agreement concerning the provision of services concluded between assignor and customer. As a result, the products are delivered ‘as is’ to customers, without any explicit or implicit guarantee on the part of Innoframe, other than those that are required by law and permitted within the legal framework. Any other guarantee, condition or explicit or implicit statement or liability assumed by legislation, law  or any other corpus of legal rules or other regulations is excluded. Innoframe cannot guarantee, without any limitation of the foregoing, that the products or services will meet the needs of the customers or that the use of the products will be uninterrupted or problem-free.

Because Innoframe has no control over the product, the customer accepts that it can only turn to the assignor with warranty claims regarding products or services. All software is supplied subject to the provisions of the corresponding license agreement. With regard to products that are packaged in shrink wrap or any other sealed packaging, the customer acknowledges that it is bound by the conditions of the license agreement on the packaging as soon as the customer has opened the packaging or broken its seal. With regard to all other products, including software purchased and/or obtained electronically, the customer agrees that it is immediately bound by the terms of the license agreement for the use of the relevant software after purchase and/or obtaining the product. The customer accepts responsibility for compliance with the terms of a volume license agreement in connection with purchased software under this document and understands that he or she is solely responsible for the distribution, control, use and storage of these license agreements. Innoframe’s services are provided in compliance with applicable laws. Innoframe endeavors as much as possible to provide its services in accordance with the standards and quality requirements relating to software development that apply within the industry.

9. LIMITATION OF LIABILITY

9.1 Nothing in these General Terms and Conditions or in any other agreement can limit or exclude the responsibility of either party in case of death or personal injury resulting from negligence or fraudulent act of a party.

9.2 Innoframe disclaims, subject to the provisions of the previous article 9.1. all liability (whether under a contract, in tort or in general, of any nature whatsoever) resulting from direct, material or immaterial damage, including, but not limited to, loss of income or profit, loss of contracts, possibilities, unavailability of the products, loss or damage to data or software, which are to be considered as indirect damage.

9.3 The parties expressly agree that if the liability of Innoframe is proven and taken into account in connection with the implementation of these General Terms and Conditions, the customer, subject to the provisions of articles 9.1 and 9.2, cannot claim compensation for any damage incurred that exceeds the aggregate amount of the invoices relating to this agreement on the day on which it or the elements of this liability are determined.

10. CANCELLATION OR DISSOLUTION

10.1. The customer cannot cancel the agreement without the prior written consent of Innoframe.

10.2. Notwithstanding the conditions of clause 10.1, and in the event that the customer cancels the agreement, the customer is obliged to reimburse all costs incurred by Innoframe as a result of such cancellation, and is obliged to pay to Innoframe the minimum amount of 10.000,- euro, without prejudice to the claims for payment of damages that Innoframe, for whatever reason, may make to the customer.

10.3. Innoframe and the customer can terminate the agreement at any time by notifying the other party by registered letter with acknowledgement of receipt:

(i) In the event that it has been demonstrated that one of the parties does not comply with its obligations and after this party has been reminded by registered letter to comply with said obligations, to which no response has been received within a period of thirty (30) days after receipt of said letter,

(ii) In the event of suspension of payment or bankruptcy of one of the parties.

10.4. Innoframe can, without limiting the provisions of article 10.3 above, terminate the agreement immediately, at any time, provided it notifies the customer in writing, in the event that the customer has not paid all amounts due by the due date.

10.5. The dissolution does not in any way limit the application of the rights of each party that have been determined on the date of dissolution, including the right of Innoframe to receive compensation for services rendered on the date of dissolution.

10.6. Claimability: On the date of dissolution of the agreement, the total sums due, both with regard to the products and services as well as the services of Innoframe, are due and payable by operation of law, and this even in the event that the payment terms have been granted to the customer prior to dissolution.

11. CONFIDENTIALITY AND DATA SECURITY

The parties undertake to guarantee the confidentiality of the data received from the other party, to keep them secure and protect them against theft, damage, loss or unauthorized disclosure, and not to use such data for any purpose other than those provided for in these General Terms and Conditions. In addition, the parties must ensure that these obligations are also fulfilled by their employees, representatives, agents or co-contractors, and more generally, by any other physical or legal person acting on their behalf. These obligations shall remain in force during the entire term of the agreement, as well as after modification, renewal or dissolution of the said agreement for a period of three (3) years. However, these obligations do not apply to data already disclosed on the date of signature of these General Terms and Conditions or disclosed after signature of these General Terms and Conditions in a manner other than unlawful disclosure by the party receiving such data. Personal data (‘the data’) mentioned by the customer in the contract will be treated by the parties in accordance with the EU Data Protection Directive and the resulting legal rules and regulations (taking into account subsequent changes). The processing of this data takes place electronically and non-electronically, in accordance with the purpose of these General Terms and Conditions. Innoframe undertakes, with regard to customer data managed under these General Terms and Conditions, to store this data in appropriate and commercially reasonable circumstances, to take technical and logistical security measures sufficient to secure the data, each party guaranteeing that the data will be stored in accordance with the relevant legislation.

12. USE TERMS AND CONDITIONS OF THE WEBSITES

The customer gets access to certain databases of Innoframe that contain confidential data relating to Innoframe and its suppliers, as well as copyrighted data, including technical, commercial or other data to be exploited in any way, which the customer promises to keep secret on the basis of these General Terms and Conditions The websites are only licensed to the customer for use in accordance with normal business purposes of the customer and to enable them to evaluate, select, support or purchase the products sold by Innoframe. With the exception of the customer’s purchase history, the ownership of all data rests with Innoframe and its suppliers. The customer is not permitted to disclose the data present on the site to any third party, and the customer is in any case obliged to observe the rights of use described in the present provision.

13. ONLINE ORDERS AND USE OF THE ONLINE ACCOUNT

The customer can make purchases directly online using the websites. Electronic documents (including signatures) that are normally valid in another form are accepted for the purposes of the provisions of this agreement. Access to online accounts will be secured by means of a password system. You are required to ensure the security of the password or passwords provided to you for the purpose of using online accounts. All orders or purchases made on our online websites using the password or passwords must be made by the customer. The customer accepts to pay to Innoframe all debts, costs and expenses incurred by Innoframe as a result of non-applicable use of the customer’s password or passwords, including at the time the order is placed.

14. Export restrictions

14.1. The Customer accepts that certain products intended for resale or export must be controlled by the U.S. Department of Commerce, by the European Union and/or a Member State of the European Union/ EFTA member prior to resale or export of such products, and that an authorization may be required prior to resale or export.  The customer agrees not to export, re-export or distribute under any circumstances or by any other means the said items or any other item directly contained in the said items in order to prevent them from violating the laws and regulations of the U.S., a member state of the European Union and/or EFTA member state or any other applicable jurisdiction with respect to restrictions on dual-use items and export control of said dual-use items.

14.2. Please note that (some of) the items supplied by us are covered by EU Regulation 428/2009 and that an authorization is required for the export of these items outside the EU. In the case of export of these items outside the EU, you are responsible for obtaining such an authorization from the competent authorities.

14.3. In case of violation of regulations or laws regarding export control by the customer, the customer is obliged to indemnify Innoframe for all claims, losses, costs, liabilities and charges, including legal costs incurred by Innoframe.

14.4. The customer declares to comply with all restrictions on export and other restrictions regarding resale. In the event a claim is made against the customer, the customer must confirm in writing that he makes every effort to comply with regulations and declares to observe all guidelines regarding export and restrictions regarding users and use.

15. ANTI-CORRUPTION

The customer

(i) must comply with all applicable laws, regulations, provisions and sanctions relating to bribery and corruption

(ii) must have and maintain its own policies and procedures

(iii) must immediately notify Innoframe of any request or demand for any improper financial or other benefit of any kind received by the Customer in relation to this Agreement

(iv) must immediately notify Innoframe if any foreign public official becomes an official or employee of the Customer or acquires any direct or indirect interest in the Customer (and the Customer warrants that none of its officials will become an official or employee of the Customer, employees or direct or indirect owners are public officials) and

(v) shall not engage in any activity, practice or conduct that constitutes a criminal offence under the Relevant Requirements. The Customer must provide all necessary evidence of compliance that Innoframe may reasonably require. Violation of this provision shall be considered a material breach of contract.

16. GENERAL

16.1. These General Terms and Conditions, as well as the documents referred to herein, in particular the order forms the entire agreement and commitment between the parties, thus cancelling any previously entered into agreement or commitment between the same parties with regard to the purpose of the agreement.

16.2. If one of the parties is unable to perform its obligations under the present document due to force majeure, such inability shall not constitute a breach of the present agreement provided that

(i) the said party notifies the other party in writing as soon as possible of the case of force majeure and the foreseeable consequences for performance of its obligations and

(ii) the said obligations are performed immediately once the situation of force majeure has ended.

16.3. The nullity or unenforceability of one of the provisions of the agreement shall not result in the nullity of the other provisions; these shall retain their force and effect. However, the parties may jointly agree to replace the invalid provision or provisions.

16.4. Limited validity of agreements: third persons or legal entities with regard to the parties have no right to demand the application of any of the provisions of the present General Terms and Conditions.

16.5. Changes to the agreement can only be objected to by one of the parties after Innoframe has expressly agreed to this in writing in advance. Any notification and any notice required by or permitted on the basis of the provisions of these General Terms and Conditions must be served in writing and sent by courier, post or fax to the address of the addressee.

16.6. These General Terms and Conditions are governed by Belgian law. Any dispute relating to the interpretation or enforcement of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Commercial Court of Antwerp. The present General Terms and Conditions and the agreement do not fall under the United Nations Convention on the International Sale of Goods.