GENERAL AGREEMENT FOR DIPLA

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Introduction

The following Agreement applies between your organization - as the Subscriber - and Profisi as the subscription provider.

 

GDPR Compliance

The data processing agreement between the processor (Profisi) and the data controller (your organization) sets the rules regarding the processing of data provided by the Subscriber in accordance with the GDPR of May 25, 2018, on the protection of personal data. More information about data processing can be found in our privacy statement, available at www.dipla.be.

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Who Accepts the Agreement?

Only the organization administrators of the Subscriber can accept this agreement. If multiple organization administrators exist within one organization, each will receive a notification to accept the terms. Once one of these organization administrators accepts the agreement, the acceptance is registered. At that point, the others will no longer receive the notification. This user then also becomes the contact person for this organization with Profisi. This contact person can always be changed by any organization administrator of the Subscriber.

Profisi creates only one organization administrator for each new client. This person can then independently add other users. It is up to the organization administrator to handle this responsibility with the necessary precautions.

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Acceptance of the Agreement

Please read the terms carefully first. To use DIPLA, at least one organization administrator must agree to the terms of the agreement. All other users of the Subscriber will receive a notification that the agreement has not yet been approved until it is approved.

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Changes to the Terms

Profisi may change the agreement at its own initiative, for example, due to changes in the law, regulatory changes, or changes in the functionality offered by DIPLA. When the Agreement is amended, organization administrators of the Subscriber will be notified upon logging into DIPLA. The amended version of the agreement (the "Amended Terms") will be made available within DIPLA (for any amended supplementary agreement). If you do not agree with the Amended Terms, your access to DIPLA will be denied.

The Agreement constitutes a binding contract between you and Profisi regarding your use of DIPLA.

Last updated on April 30, 2025

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BETWEEN THE PARTIES:

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Profisi BV, a company under Belgian law, with its registered office at Centrum Zuid 1111, 3530 Houthalen-Helchteren, and registered with the Crossroads Bank for Enterprises under number 0505695147, legally represented by Dirk Ulenaers, Director,

hereinafter the "Subscription Provider";

and

you, hereinafter the "Subscriber".

The Subscription Provider and the Subscriber are hereinafter each individually referred to as a "Party" and collectively as the "Parties".

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WHEREAS:

The Subscription Provider is the owner of DIPLA and wishes to grant Subscriptions;

The Subscription Provider wishes to provide DIPLA as a subscription to the Subscriber;

The Subscriber wishes to obtain the DIPLA subscription for internal use and wishes to enter into a Subscription Agreement with the Subscription Provider;

The Parties wish by means of this Agreement to lay down the terms and conditions.

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IT IS HEREBY AGREED AS FOLLOWS:

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ARTICLE 1 – Definitions

For the purpose of this Agreement, the terms listed below shall have the meanings ascribed to them:

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Subscription: the rights as defined in Article 2 of this Agreement.

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Order Form: the separate document, signed by the Subscriber, which states the price and type of DIPLA Subscription and refers to this Agreement.

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Third Parties: any person not party to this Agreement.

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DIPLA: an online software platform for digitally organizing maintenance services.

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Documentation: all user manuals, technical manuals, and other materials made available by the Subscription Provider to the Subscriber in print, electronic, or any other form, describing the installation, operation, usage, or technical specifications of DIPLA.

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Authorized User: employees or subordinates of the Subscriber authorized to use the Subscription for professional purposes in the performance of their duties for the Subscriber.

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Intellectual Property Rights:

includes all:

• Trademarks, service marks, trade names, logos, corporate identities, domain names, and associated goodwill;

• Patents, patent applications, and inventions (whether patentable or not);

• Copyrights and copyrighted works (including software), database rights;

• Trade secrets, know-how, and other confidential information;

• All other intellectual property rights, whether registered or not, including applications, renewals, and extensions thereof, under any applicable law.

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Knowhow: all technical knowledge and information, patented or not, available to the Subscription Provider and intended for product design, research, manufacturing, technology, assembly methods, and quality control, related to DIPLA and made available to the Subscriber during the term of this Agreement.

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New Version: any new release of DIPLA introduced by the Subscription Provider, recognized as a distinct version, which may be provided to the Subscriber for an additional fee and governed by a separate agreement.

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Maintenance Updates: any update provided to the Subscriber during the term of this Agreement to address bugs, improve performance or quality, but not qualifying as a New Version.

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Open Source Components: any open-source, freeware, or shareware software subject to license agreements or enforceable terms applicable to DIPLA.

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Access Code: the code provided by the Subscription Provider enabling the Authorized User to access DIPLA.

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Permitted Use: access to DIPLA by an Authorized User on behalf of the Subscriber in the performance of internal operations.

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Representatives: legal successors, transferees, employees, officers, partners, shareholders, agents, lawyers, and/or advisors of a Party.

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Confidential Information: all non-public or proprietary information treated as confidential by a Party, including:

• Information about past, current, or future business relationships, including finances, products, services, organizational structure, internal affairs, and projections;

• Unpatented inventions, methods, discoveries, trade secrets, know-how;

• Drawings, specifications, icons, documentation, components, source code, visual/audiovisual elements, diagrams, protocols;

• Confidential third-party information provided by or included in a Party’s disclosures;

• Any notes, drafts, or materials derived from the above.

Confidential Information does not include:

• Information in the public domain not due to a breach of this Agreement;

• Information received from a third party without a confidentiality obligation;

• Independently developed information without reference to the disclosed confidential information.

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ARTICLE 2 – Subscription – Subject Matter

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2.1.

The Subscription Provider grants to the Subscriber, who accepts, a limited, personal, non-exclusive, non-sublicensable, non-transferable, and irrevocable right to use DIPLA for internal purposes, for the duration defined in Article 6, in accordance with the terms of this Agreement.

Upon receipt of payment from the Subscriber in accordance with Article 8, the Subscription Provider will grant a unique Access Code to the Subscriber, which entitles the Subscriber to the rights described below.

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2.2.

The Subscriber confirms having timely reviewed this Agreement, read it prior to using DIPLA, and received full information regarding the subject of the Subscription. The Subscriber thereby agrees to be contractually bound by these terms in their relationship with the Subscription Provider.

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2.3.

Both Parties agree that these provisions are fair and balanced, and fully comply with the rules regarding unfair contract terms under the Belgian Code of Economic Law.

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ARTICLE 3 – Obligations of the Subscriber

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3.1.

The Subscriber agrees to use the Subscription in accordance with the terms of this Agreement and during the term specified in Article 6.

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All risks of any kind related to the Subscription are solely the responsibility of the Subscriber.

The Subscriber confirms not to use the Subscription or related Intellectual Property Rights in violation of this Agreement.

In case of misuse, illegal use, theft, or other violations, the matter will be reported to the authorities, and access to DIPLA will be terminated. An administrative fee of at least €750 per violation will be charged, along with €500 per day for continued violation. Additional charges may apply. This is without prejudice to the right to claim greater damages.

Additionally, the Subscriber is fully responsible for all legal costs incurred by the Subscription Provider when enforcing these terms.

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3.2.

The Subscriber agrees to adhere to the Permitted Use of DIPLA, unless explicitly agreed otherwise in this Agreement. The Subscription Provider reserves the right to deny access to DIPLA with notice to the Subscriber if use is deemed in breach of this Agreement, regardless of whether the user was designated as an Authorized User.

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3.3.

The Subscriber shall use and manage DIPLA with due care and according to the instructions provided by the Subscription Provider.

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3.4.

The Subscriber shall not:

• Modify, alter, improve, or create derivative works of DIPLA;

• Disassemble, decompile, decode, or attempt to access the source code;

• Use the DIPLA Interface without attribution of Open Source Components;

• Disable or remove any security features embedded in DIPLA;

• Remove or obscure trademarks, copyrights, or other Intellectual Property notices;

• Copy DIPLA, even partially;

• Rent, loan, sell, sublicense, assign, distribute, or otherwise make DIPLA available to third parties without explicit consent;

• Use DIPLA in violation of applicable laws, regulations, or local practices;

• Analyze DIPLA to develop a similar system;

• Integrate DIPLA, in whole or in part, into any databases unless expressly permitted.

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The Subscriber shall ensure compliance with these obligations by its Representatives and third parties.

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3.5.

The Subscriber is responsible for adapting its IT infrastructure as necessary to access DIPLA. All related costs are the sole responsibility of the Subscriber.

The Subscription Provider does not guarantee compatibility or integration of DIPLA with the Subscriber’s IT systems or work environment.

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3.6.

The Subscriber shall indemnify the Subscription Provider for any third-party loss or damage resulting from improper use of DIPLA. Additionally, the Subscriber shall compensate the Subscription Provider for any liabilities or expenses due to its own breach of this Agreement.

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3.7.

The Subscriber shall ensure that login credentials and those of Authorized Users remain confidential.

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3.8.

The Subscriber is fully responsible for any data entered into the application. If such data includes business or personal information, the Subscriber is responsible for its processing in accordance with its privacy policy.

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ARTICLE 4 – Obligations of the Subscription Provider

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4.1.

The Subscription Provider agrees to provide the Access Code to DIPLA to the Subscriber or directly to the Authorized User upon payment of the fee as set forth in Article 8.1.

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4.2.

The Subscription Provider shall inform the Subscriber of any developments, improvements, or changes relevant to the optimal use of the Subscription.

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4.3.

The Subscription Provider shall strive to maintain a 95% uptime for DIPLA and to perform maintenance outside regular business hours as much as possible. This is a best-efforts obligation. Uptime is calculated excluding:

• Scheduled server maintenance;

• Report scripting errors causing fault messages;

• Force majeure such as DDoS attacks or supplier issues.

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4.4.

The Subscription Provider shall make available to the Subscriber all documents, designs, studies, and information related to DIPLA. The Subscriber may not copy or store these materials in any form. These remain the exclusive property of the Subscription Provider and must be returned upon termination of the Agreement.

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4.5.

DIPLA requires an internet connection as it communicates with our servers. The Subscriber is responsible for a stable and fast internet connection. The Subscription Provider recommends using a LAN connection for all devices.

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4.6.

The Subscription Provider commits to imposing appropriate security and confidentiality measures on its staff and collaborators concerning the data uploaded by the Subscriber to DIPLA.

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ARTICLE 5 – No Sale

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This Agreement does not constitute a sale or transfer of DIPLA, nor of any Knowhow or Intellectual Property Rights associated with it from the Subscription Provider to the Subscriber.

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The Subscriber acknowledges and agrees that it acquires no ownership rights in DIPLA and that the Subscription Provider retains all rights, titles, and interests in DIPLA and its associated Intellectual Property Rights, unless explicitly stated otherwise in this Agreement.

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The Subscriber shall promptly notify the Subscription Provider of any suspected infringement of Intellectual Property Rights by third parties and shall fully cooperate with any legal action the Subscription Provider undertakes to enforce its rights.

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ARTICLE 6 – Duration and Renewal

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The Subscription described in Article 2 is entered into for a term of either one year or one month, at the Subscriber’s choice, and is automatically and tacitly renewed for the same duration.

If the Subscriber wishes to terminate the annual contract and license, they must notify the Subscription Provider in writing at least three months before renewal.

For monthly licenses, termination must occur before the license renews.

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ARTICLE 7 – Maintenance and Technical Support

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7.1.

During the term of this Agreement, the Subscription Provider shall provide the Subscriber with Maintenance Updates to DIPLA at no additional cost (including documentation updates if applicable).

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All Maintenance Updates shall be subject to the terms of this Agreement.

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The Subscription Provider shall make Maintenance Updates available to the Subscriber as promptly as possible.

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The Subscriber acknowledges and agrees that Maintenance Updates may add, change, or remove functionalities in DIPLA.

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7.2.

The Subscription Provider will provide skilled personnel to assist the Subscriber, either on-site or via internet connection, with importing/exporting data files or other DIPLA-related support, upon request. The cost of such Technical Support will be borne by the Subscriber and will be governed by a separate agreement between the Parties.

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ARTICLE 8 – Fees and Taxes

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8.1.

The Subscriber shall pay the Subscription Provider the fee listed in the separate Order Form, indexed annually, for access to the DIPLA database and interface.

The subscription price is indexed annually using the formula: P = Po × (S / So),

where:

P = new fee amount,

Po = base fee,

So = consumer price index on January 1 of the start year,

S = consumer price index at the time of service invoicing.

Revisions may be implemented annually on the contract’s renewal date.

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DIPLA Subscriptions are invoiced annually at the beginning of each calendar year, usually in January.

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Once invoiced, the Subscription is due and non-refundable.

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The Parties mutually agree to assist one another in fulfilling tax, levy, and other legal obligations and formalities.

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8.2.

The Parties expressly acknowledge that any training or additional professional services provided by the Subscription Provider are subject to this Agreement but will be invoiced separately as additional work at the standard rates agreed between the Parties.

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ARTICLE 9 – Payment

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9.1.

All payments shall be made in EURO.

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9.2.

The fee specified in Article 8.1. must be paid in advance by the Subscriber.

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9.3.

If applicable, the Subscriber must notify the Subscription Provider of any invoice objections within eight days of receipt. Invoices not contested within this timeframe are considered accepted.

Uncontested invoices unpaid by the due date will accrue interest of 1% per month plus a penalty of 10% of the invoice amount (minimum €50, excluding VAT).

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9.4.

The Subscription Provider shall only grant the Access Code upon full and timely payment of the fee as defined in Article 8.1.

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Furthermore, the Subscription Provider may suspend access to DIPLA if payment is not received within eight days following written notice.

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ARTICLE 10 – Security Measures

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DIPLA may contain technical features designed to prevent unauthorized or illegal use by the Subscriber.

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The Subscriber acknowledges the Subscription Provider's right to use such features to verify compliance and enforce its Intellectual Property Rights.

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The Subscriber consents to the collection, storage, and use of technical and usage data (including details about hardware and software systems) by the Subscription Provider and its Representatives for Maintenance Updates.

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This information shall always be treated as Confidential Information.

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ARTICLE 11 – New Modules

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The Subscriber acknowledges and agrees that they have no right to any new module of the DIPLA database released by the Subscription Provider during the term of this Agreement. The Subscriber may obtain a subscription to any New Module by paying the applicable fees. Such subscription shall be governed by a separate agreement, provided the Subscriber complies with this Agreement.

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ARTICLE 12 – Confidentiality and Data Protection (GDPR)

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12.1.

Each Party acknowledges that it may become privy to the other Party’s Confidential Information. The receiving Party shall:

• Protect such Confidential Information with at least the same degree of care it uses to protect its own confidential data, but no less than reasonable care;

• Use such Confidential Information only for fulfilling its obligations under this Agreement and not to the detriment of the disclosing Party;

• Not disclose the Confidential Information to any third party unless such third party is bound by confidentiality obligations.

The receiving Party is responsible for any breach of this provision by its Representatives.

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12.2.

Data may only be processed by the Subscription Provider for the purposes described in this Agreement and in the privacy statement. The Subscriber authorizes the Subscription Provider to disclose this data to individuals, institutions, and entities directly involved in fulfilling the tasks under this Agreement and authorized to receive such data.

If required by law or a valid court order, the receiving Party may disclose Confidential Information, provided it informs the disclosing Party promptly to allow for protective measures. The receiving Party shall reasonably assist in preserving confidentiality.

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12.3.

Personal identifiers, including the Access Code enabling Authorized Users to access DIPLA, are personal and confidential.

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The Subscriber and its Authorized Users are responsible for the use and protection of these identifiers. They must notify the Subscription Provider immediately of any loss, theft, or misuse of access credentials.

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12.4.  GDPR

The Subscriber is the data controller and wishes to outsource some processing tasks to the Subscription Provider (the processor).

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This Agreement also regulates the processing carried out by the Subscription Provider. All data collected and held by the Subscription Provider under this Agreement will be processed in accordance with:

• General Data Protection Regulation (GDPR), effective from May 25, 2018.

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The Subscription Provider acts only on the Subscriber’s instructions and will access/process personal data only as needed for executing this Agreement.

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Data will only be processed to execute, manage, and follow up on the Subscription Provider's activities within the scope of this Agreement.

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The Subscriber has the right to access and correct their personal data.

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For questions regarding data processing, the Subscriber should contact info@profisi.eu.

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The Subscription Provider maintains a register of processing activities on behalf of the Subscriber, in accordance with GDPR Article 30. Upon reasonable request, this register shall be made available to the Subscriber.

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12.5. Data Access

The Subscription Provider ensures its personnel access only the data necessary for their tasks. This includes staff, contractors, and third parties directly or indirectly involved in fulfilling the Agreement.

The Subscription Provider uses role separation to prevent unauthorized access or actions and implements fraud prevention and detection measures.

The network and information systems are actively monitored. A procedure is in place to handle data breaches, including notification to the data controller.

Upon written request, the Subscription Provider shall provide details on physical/electronic access mechanisms and an updated list of personnel or third parties involved in the execution of this Agreement, including their access rights.

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12.6. Subcontracting

For practical execution of the tasks, the Subscription Provider may enter into subcontracting agreements with third parties.

The Subscriber generally consents to such sub-processing to fulfill the purposes described. Any such subcontracting shall be governed by a written agreement imposing the same or equivalent data protection obligations as those outlined in this Agreement.

If the sub-processor fails to meet these obligations, the Subscription Provider remains fully liable to the Subscriber.

The Subscription Provider maintains a current list of sub-processing agreements and will provide it upon reasonable request (including via email).

Delegating tasks to third parties does not relieve the Subscription Provider of its responsibilities. The Subscriber acknowledges having no contractual relationship with these third parties.

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All obligations imposed on the Subscription Provider shall also apply to its employees and subcontractors, including confidentiality obligations. Proof of compliance shall be available to the Subscriber upon request.

The Subscriber shall impose equivalent obligations on its own employees, staff, directors, and agents. The Subscriber is responsible for data processed by its personnel in DIPLA. The Subscription Provider bears no responsibility in this regard.

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12.7. Data Duplication and Retention

The Subscription Provider may only copy data for backup, testing, or task execution as specified in this Agreement.

The Subscription Provider shall not retain data longer than necessary to perform the agreed services, with a maximum of six months after termination of the Agreement. After this period, data will either be irreversibly deleted or returned, per the terms of the SLA. In absence of an SLA, this period is determined by mutual agreement.

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Raw data (e.g., SQL, shapefiles) will be returned free of charge. Processed data will be transferred at a cost consistent with agreed or future arrangements.

Upon request, the Subscription Provider shall immediately make available and/or irreversibly delete all copies of personal data and any derivatives.

Data will never be stored or transferred outside the European Economic Area.

Any copies of the data and their derivatives are subject to the same restrictions and obligations as the original data.

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12.8. Incident Reporting

The Subscription Provider shall report any unlawful or unauthorized access to personal or confidential data immediately, and no later than 24 hours after discovery.

The report will include:

• Nature of the incident

• Time of detection

• Affected data

• Immediate measures taken to limit damage

• Closure time of the incident

• Structural measures to prevent future incidents

The Subscriber is responsible for notifying the supervisory authority of any data breach covered by a legal reporting obligation within the legally prescribed period.

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12.9.

Confidentiality Obligation The Parties are obliged to maintain confidentiality regarding any Confidential Information accessed under this Agreement during its term and after termination.

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ARTICLE 13 – Termination

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13.1.

This Agreement can be terminated by sending an email to info@profisi.eu stating the Subscriber wishes to cancel their subscription.

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13.2.

This Agreement may be terminated early, with immediate effect and written notice:

• By the Subscription Provider, if the Subscriber fails to pay the fees under Article 8, even after being notified;

• By the Subscription Provider, if the Subscriber breaches any contractual obligation, even after formal notice;

• By the Subscriber, if the Subscription Provider fails to meet its guarantees under Articles 14.2 and 14.6, even after being notified;

• By either Party, in the event of bankruptcy or analogous proceedings;

• By either Party, in case of force majeure lasting more than six months, as per Article 21.1.

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13.3.

Termination shall not release the Subscriber from obligations incurred prior to termination, including any due payments.

Upon termination, the Subscriber must immediately cease using DIPLA.

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ARTICLE 14 – Representations and Warranties

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14.1.

Each Party represents to the other that:

• It is duly organized and validly existing under Belgian law;

• It is authorized to conduct business;

• It has the authority and capacity to negotiate and enter into this Agreement.

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14.2.

The Subscription Provider warrants to the Subscriber for a period of 30 days from the Start Date (the “Warranty Period”) that:

• DIPLA conforms to the specifications described in the documentation when installed and used as intended;

• Maintenance Updates will not materially reduce DIPLA’s functionality;

• The documentation provided contains all reasonably necessary information to access and use DIPLA as intended.

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14.3.

The Subscriber may invoke the Warranty Period under Article 14.2 only if:

• The Subscriber notifies the Subscription Provider of the issue in writing before the end of the Warranty Period;

• The Subscriber complies with the Agreement (including fee payment);

• The Subscriber has not infringed Intellectual Property Rights or improperly altered DIPLA.

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14.4.

The warranty in Article 14.2 does not apply to issues arising from:

• Alterations or damage to DIPLA by the Subscriber or third parties;

• Negligence, misuse, error, or improper use of DIPLA;

• Issues in Subscriber’s systems or networks;

• Open Source Components, beta or trial software, or free modules;

• Data loss experienced by the Subscriber;

• Malfunctioning hardware used with DIPLA;

• Network, telecom, or power failures;

• Breaches by the Subscriber of material obligations under this Agreement;

• Circumstances beyond the Subscription Provider’s reasonable control.

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14.5.

In relation to Article 14.2, the Subscription Provider may, at its cost and discretion:

• Complete or correct the documentation;

• Repair DIPLA;

• Replace DIPLA with an equivalent product.

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14.6.

If the Subscription Provider fails to fulfill obligations under 14.5 within a reasonable period after notice by registered mail, the Subscriber may terminate the Agreement as outlined in Article 13.2.

The Subscriber accepts that they are not entitled to any compensation for termination under Article 14.4.

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14.7.

Except as expressly warranted in Article 14.2, DIPLA is provided “as is.” The Subscription Provider disclaims all other warranties, including for Open Source Components, documentation, media, and services provided to the Subscriber.

The Subscription Provider does not guarantee that DIPLA will:

• Meet the Subscriber’s specific needs;

• Achieve intended results;

• Be compatible or work with other software or systems;

• Operate uninterrupted or error-free;

• Meet reliability expectations.

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ARTICLE 15 – Liability

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15.1.

The Subscription Provider is only liable for direct damages caused solely by its own fault.

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15.2.

Liability is limited to an amount equal to one month’s subscription fee (excl. VAT), and shall never exceed €1,000.

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15.3.

The Subscription Provider and its Representatives are never liable for indirect or consequential damages (e.g., business interruption, data loss, profit loss), even if foreseeable or warned.

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15.4.

The Subscriber waives any non-contractual claims against the Subscription Provider’s directors and employees unless:

• The infringement does not solely relate to contract performance and the damage is unrelated to obligations in this contract; and

• There is harm to physical/mental integrity or intentional misconduct.

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15.5.

The Subscription Provider is not liable for Intellectual Property Rights on materials or data provided by the Subscriber.

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15.6.

The Subscription Provider is not liable for damages related to use of delivered products/services or related information, nor for damages caused by materials or information from the Subscriber or third parties. It is not liable for defects in hardware/software used with DIPLA.

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15.7.

The Subscription Provider is not liable for negative impacts experienced by the Subscriber (e.g., income loss, reputational damage) resulting from:

• Application downtime due to technical faults;

• Access suspension due to Agreement violations;

• Server disruptions or unforeseen interruptions.

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ARTICLE 16 – Indemnification

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16.1.

The Subscription Provider shall indemnify the Subscriber and its Representatives against any claim and resulting costs awarded by final court ruling, unless:

• DIPLA was used in combination with hardware, software, or systems not authorized by the Subscription Provider and the combination caused the infringement;

• The Subscriber made unapproved modifications to DIPLA;

• The claim is related to Open Source Components;

• The Subscriber failed to comply with its material obligations;

• The claim arose from factors beyond the Subscription Provider’s control (e.g., third-party bugs or failures).

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16.2.

If the Subscription Provider believes DIPLA may become the subject of a claim, it may:

• Request the Subscriber to stop using DIPLA (to which the Subscriber must immediately comply);

• Obtain usage rights for the Subscriber;

• Modify or replace DIPLA with equivalent, non-infringing software.

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16.3.

The Subscriber must notify the Subscription Provider as soon as it becomes aware of any potential liability claim. The Subscriber shall fully cooperate with the Subscription Provider.

The Subscriber may appoint counsel at its own cost. No settlement shall be made without prior notice to the Subscription Provider.

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ARTICLE 17 – Assignment of Rights and Obligations 

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The Subscriber may not assign its rights or obligations under this Agreement to any third party without prior written notice to the Subscription Provider.

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ARTICLE 18 – Sub-Subscription

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The Subscriber is not permitted to sub-subscribe or transfer use of the Subscription.

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ARTICLE 19 – Governing Law and Dispute Resolution

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19.1.

This Agreement is governed by Belgian law.

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19.2.

Any disputes will first be subject to amicable resolution.

If no resolution is reached within 60 days, the dispute will be submitted to arbitration by a panel of three arbitrators under CEPANI rules. Arbitration will be held in Brussels, in Dutch.

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The arbitral award shall be final and binding.

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ARTICLE 20 – Notices

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All notices, requests, consents, demands, and communications under this Agreement must be in writing and shall be deemed delivered:

• When hand-delivered (receipt signature as proof);

• When delivered by courier (receipt signature as proof);

• When sent by fax or email, on the day of sending unless after business hours (then next business day);

• When sent by registered mail, three days after dispatch (proof of sending).

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Notices are to be sent to:

Subscription Provider:

Centrum Zuid 1111 3530 Houthalen-Helchteren info@profisi.eu

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Subscriber:

The address indicated on the signed Order Form.

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ARTICLE 21 – Miscellaneous Provisions

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21.1.

Force Majeure Except for payment obligations by the Subscriber, neither Party is liable for failure to perform due to causes beyond its control (e.g., strikes, riots, epidemics, wars, terrorism, embargoes, natural disasters).

If a Party is unable to fulfill its obligations for more than six months, the Agreement may be terminated. No compensation is owed in such cases.

21.2. Relationship Between the Parties Nothing in this Agreement creates an agency, partnership, or joint venture. The Parties are independent, and neither may bind the other.

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21.3.

Publicity The Subscriber acknowledges being a reference for the Subscription Provider and allows their name to be used in promotional or marketing materials.

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21.4.

Entire Agreement This Agreement and its Annexes constitute the full and exclusive agreement between the Parties. It replaces all prior communications and agreements.

In case of conflict between the Agreement and its Annexes, the Annexes take precedence.

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21.5.

Waiver A Party’s delay or failure to assert a right shall not be deemed a waiver of that right.

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21.6.

Severability If any provision is deemed invalid, the remaining terms remain in effect. The Parties shall negotiate a valid replacement clause in good faith.

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21.7.

Language The Agreement is in Dutch. The Subscription Provider may provide technical documentation or other materials in English.

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The Subscription Provider reserves the right to provide and/or have provided to the Subcontractor technical documents, manuals, or additional information related to DIPLA that are written in English.