NUMIUS provides services within the context of Numius Platform Services (NPS).

The Customer wishes to make use of these NPS Services for a certain period of time. The aim of the Agreement is to establish a general contractual framework for all Services that are performed by NUMIUS within the context of NPS on behalf of the Customer and which are further described in the Agreement.

a. The number of Users;
b. The Capabilities to which the Users have access;
c. The Capacity that is available to the group of Users;
d. The Data Volume that is available to the group of Users.

NUMIUS reserves the right to apply data mining techniques to the system data in order to monitor the conditions of this contract.

Article 2: Property and Licensees
All infrastructure supporting NPS remains at all times the property of NUMIUS and/or its subcontractors. NUMIUS and/or its subcontractors remain at all times licensees of all software supporting NPS. The Customer does not at any time or in any way become owner of the supporting infrastructure. The Customer does not at any time or in any way become licensee of the software used. The Customer remains at all times owner of the specific customer applications that the Customer develops and operates on NPS, as well as of the data contained therein. NUMIUS does not at any time or in any way become owner thereof. Upon termination of the Agreement and, optionally, on a regular basis, the Customer obtains the entire content of the customer-specific applications and data contained therein so that the Customer can transfer the applications to another platform.

Article 3: Completeness
The Basic Agreement, together with the Appendices and the Update Agreements, forms the complete Agreement between the Parties with respect to the performance of the Services, as described in the Basic Agreement and Update Agreements, to the exclusion of any other conditions whatsoever (e.g. general terms and conditions or previous agreements between the Parties).

The components of the Agreement will have the following hierarchy, where in the event of a discrepancy a document listed higher takes precedence over a document below it:

§ Update Agreements;
§ Appendices;
§ Basic Agreement.

Article 4: Update Agreement
An Update Agreement shall state at least:

§ the description of the specific expansion or reduction of the NPS parameters and/or Services to be provided, with respect to the Basic Agreement;
§ the agreed price of the Services to be provided, applicable upon commencement of the Update Agreement;
§ the commencement date and possibly end date of the Update Agreement. The validity of an Update Agreement can be limited in time. In this case, the provisions of the Basic Agreement again become effective upon expiry of the Update Agreement.
§ Any differing provisions agreed between the Parties.

Article 5: Scope and differing provisions
This Agreement applies to all Services provided within the context of NPS. Differences from the general contractual provisions of the Basic Agreement are further defined in the special contractual provisions of the Update Agreements and are only binding upon the Parties if they have been accepted in writing by the Parties.

The applicability of any conditions of purchase or other terms and conditions of the Customer are expressly excluded. If any provision in this Agreement is invalid or is annulled, the remaining provisions of the Agreement will remain fully in force.

Article 6: Announcements
All formal announcements that are made in connection with this Agreement will be drawn up in writing and will be sent to the address mentioned earlier in this Agreement. All other announcements are regarded as non-existent. Announcements can be made per specific agreement by e-mail but are only valid upon explicit confirmation from the other Party.

The Client Partner will function as escalation level on the NUMIUS side.

The Parties will attempt to resolve problems among the Service Managers, but both parties are free to submit a problem to the Court at such time as they believe this is necessary.

Article 9: Fulfilment of the Services
NUMIUS will fulfil the Services in a diligent and competent manner with professional care and in accordance with the currently valid practices and standards that are generally applicable to such Services. NUMIUS will ensure the continuity and stability of the Services in so far as the Customer takes the required decisions within a reasonable period under the circumstances, and makes staff and/or systems and/or information available and fulfils its obligations so as not to jeopardise the timely fulfilment of the Services.

Article 10: Delivery terms
All (delivery) terms stated by NUMIUS are indicative unless agreed otherwise.

NUMIUS is on no account responsible for defects resulting from changes or attempted changes made by the Customer or third parties appointed by the Customer to services provided by NUMIUS. NUMIUS is on no account responsible for improper use of NPS by the Customer.

The Customer guarantees that the use of NPS will respect all applicable legal provisions in force at the Customer’s location and will indemnify NUMIUS against claims from third parties in this respect.

Article 14: Additional services
The Customer can acquire additional services that are not included in the provision of services described with respect to NPS.

All time spent by staff and subcontractors of NUMIUS during the provision of additional services is included in the NUMIUS time registration system that serves as a basis for invoicing. The time spent will be registered, regardless of the place where the services are provided, or when and how these services are provided.

In the event of travel to the offices of the Customer, the time will be counted from departure from to return to the offices of NUMIUS.

NUMIUS will justify the additional services provided by its staff and subcontractors based on time registration reporting. This reporting will take place monthly using a standard NUMIUS report. The time registration contains detailed descriptions of the tasks performed.

Article 15: Rates for additional services
Applicable rates and conditions can be requested.

• If the Customer does not pay the outstanding invoice amounts within the agreed period, the Customer will owe the statutory interest on late payment, lawfully and without any notice of default being required;
• In the event of non-payment of an invoice on the due date, the outstanding balance of all the other invoices, even those that are not due, becomes immediately payable;
• NUMIUS is entitled to suspend current Services or to regard them as discontinued if the Customer does not pay undisputed invoices on time;
• Late payment or non-payment for the services leads immediately to a verbal and written reminder to the Customer.

Any departure from the aforementioned conditions shall form the subject of an individual agreement.

Article 16.2: Invoicing for NPS Services
The Services within the context of the Platform will be invoiced monthly according to the principle of payment in advance. The invoice is therefore to be paid before the start of the relevant month.

In the event of non-payment of invoices, the obligations of NUMIUS to make NPS available to the Customer will lapse, including the corresponding Services and SLA.

Article 16.3: Invoicing for additional services
Additional services will be invoiced on a monthly basis to reflect actual services. The actual services will be recorded using a NUMIUS time registration system and be attached as an appendix to the monthly invoice. Expenses will be charged separately on the invoice.

Article 17: Responsibilities of each Party
Each Party shall ensure that it:

(i) provides reliable, accurate and complete information to the other Party;
(ii) consults and makes decisions in good time in order to promote the progress of the provision of services;
(iii) keeps the required staff available and provides support to the other Party should the other Party so request.

Article 18: Confidential information
Each Party acknowledges that it may obtain Confidential Information during fulfilment of its obligations in accordance with the Agreement. Each Party agrees that, for the duration of the Agreement and following termination of the Agreement in whatever manner, the receiving Party will use the same means that it uses to protect its own confidential information or information belonging to it, but on no account less than reasonable means, to prevent publication of the information and to protect the confidentiality of the confidential information.

Moreover, the receiving Party will only use the confidential information for the purposes of the Agreement and it will not publish the confidential information without the prior written consent of the other Party. This provision is however not applicable to confidential information that:

(i) is already known to the receiving Party without a confidentiality obligation, or
(ii) is publicly known or becomes publicly known without any unauthorised action by the receiving Party, or
(iii) was lawfully received from third parties (with the exception of a branch or Customer of the Party that owns the confidential information) without a confidentiality obligation, or
(iv) was approved in writing for publication by the Party that owns the confidential information, or
(v) has to be publicised in accordance with the requirements of a government regulation or law provided the receiving Party informs the other Party of this requirement as far in advance as possible and in writing.

Upon termination of the Agreement for whatever reason each Party will, unless otherwise agreed in writing, immediately return to the other party all books, reports, documents, programs and other property, which it has in its possession and which are the property of the other Party. The Parties state that all staff who have access to the confidential information within the framework of the performance of the Services are aware of this confidentiality clause. If, within the framework of the provision of the Services, a specific confidentiality agreement (or Non-Disclosure Agreement) is signed between the Parties, the provisions of this specific agreement shall take precedence over the provisions of the present article. The specific non-disclosure agreement forms part of the Agreement and is included as an appendix.

Article 19: Intellectual property rights
The methods, techniques, knowledge and know-how used within the context of the Agreement will remain the property of the Party that develops or has developed them or was or is the beneficiary thereof. The previously existing intellectual property rights of one Party will remain the full and exclusive property of that Party. The Parties will not reveal the techniques, knowledge and know-how used to a third party that is no party to the Agreement, or publicly quote or refer to them except with the written consent from the other Party. These provisions will remain in force even after termination of the Agreement.

Article 20: Liabilities
Article 20.1: Liability of NUMIUS
The total liability of NUMIUS for faults that are attributable to NUMIUS relating to this Agreement will under no circumstances be higher than half of the monthly fixed sum for the NPS Services for the duration of the agreement. Failure to comply with the SLA arrangements is not a reason to apply this liability compensation.

NUMIUS is not liable for non-optimal NPS parameters.

In any event, NUMIUS will never be responsible for indirect loss including but not limited to consequential loss, loss of profit, loss of savings, loss of opportunity, business stagnation and loss by third parties. Equally, NUMIUS will never be responsible for direct and indirect loss caused to third parties who use the applications and content of NPS on behalf of or with the consent of the Customer.

The Customer will indemnify NUMIUS against any claim from third parties against NUMIUS that is the result of a fault which is attributable to the Customer.

The Customer undertakes to use all licences in accordance with the licence conditions and will indemnify NUMIUS against all claims by third parties should this not be the case.

Since NUMIUS provides the Services solely for the benefit of the Customer, the Customer will compensate and indemnify NUMIUS, its subsidiaries and their partners, directors and personnel for and against all costs, refunds, expenses, loss, demands and claims (including legal costs) that are related to any claim from third parties, are related to or result from the Services, the use by the Customer of the results, or this Agreement.

Any claim against NUMIUS is to be lodged within six (6) months of the time when the Customer was or should reasonably have been aware of the cause of the claim.

Article 20.2: Liability of the Customer
The Customer can never be held liable for indirect loss including but not limited to consequential loss, loss of profit, loss of savings, loss of opportunity, company stagnation and loss by third parties that may arise from normal use and use in good faith by the customer of the NPS Services offered by NUMIUS.

NUMIUS will indemnify the Customer for any claim by third parties against the Customer that is the result of a fault attributable to NUMIUS, taking into consideration Article 20.1. Third parties who use the result of the NPS applications or the content of NPS in their relationship with the Customer are excluded.

NUMIUS undertakes to use all licences in accordance with the licence conditions and will indemnify the Customer against all claims from third parties, should this not be the case. The Customer undertakes not to allow any improper use of NPS. The Customer is entirely liable for the applications and the content that the Customer places on NPS in accordance with the applicable legislation and will indemnify NUMIUS against any claim from third parties concerning this content and these applications.

The Customer undertakes that he has not at any time passed on to third parties the user IDs and passwords created by NUMIUS. The customer is liable for any loss that is the result of improper use by unauthorised Users who have gained access to NPS via the Customer.

The Customer undertakes not to grant access to NPS to more Users than the number of Users envisaged. Should the Customer violate this rule, the Customer shall, lawfully and without notice of default, pay an immediate fine to NUMIUS equal to the monthly price for the relevant User, multiplied by 36. In this case, NUMIUS does not lose the option of obtaining additional compensation.

Article 21: Force majeure
Neither of the Parties is obliged to fulfil any agreed obligation if it is prevented from doing so as a result of force majeure. The agreed obligations will, in such cases, entirely or partially be deferred for the duration of the force majeure, without the parties being mutually bound to make any compensation. A case of force majeure is to be notified immediately and in writing to the other Party.

If the situation of force majeure has lasted longer than thirty days, NUMIUS has the right to terminate the Agreement in writing. The services that have already been provided as a result of the Agreement will then be settled proportionally, without the Parties’ owing each other anything else.

Article 22: Independent companies
Nothing in the Agreement can be perceived as the creation of an employer/employee relationship between the Customer and a staff member of NUMIUS. The Agreement does not mean that either of the Parties is regarded as an agent or legal representative of the other Party and does not create any partnership or joint venture. Both Parties are independent companies and act on their own behalf.

Article 23: Use of names
Both Parties can use the name of the other Party as a reference.

Article 24: Waiver
If one of the Parties does not apply a sanction in a certain case, this does not imply a waiver of the right to use the sanction in a subsequent similar case.

Article 25: Transferability
The Customer cannot transfer this Agreement either wholly or partially to another party without the prior written consent of NUMIUS. NUMIUS can transfer this Agreement without consent to a branch, subsidiary or sister company of its organisation. The transfer of the rights and obligations can be made to the legal successor company within the context of a merger, or to a company or enterprise that acquires a substantial controlling interest or acquires assets, on condition that the aforementioned (legal successor) company or enterprise enters into the present Agreement.

Article 26: Applicable law and disputes
The Agreement is governed by Belgian law. Any disputes that may arise between NUMIUS and the Customer with reference to the Agreement will be settled exclusively by the competent court of Leuven.