Legal

1APPLICABILITY

These general terms and conditions are the only ones applicable between the parties, to the exclusion of any other condition, reservation, restriction or clause emanating from the customer, unless expressly accepted in writing by Tapptic SA, whose registered office is located at Boulevard De La Cambre 28/30 – 1000 Bruxelles, and which is registered with the CBE under number 827.571.138 (hereinafter “Tapptic”). They therefore apply to all offers, orders, deliveries of products and services made by Tapptic, unless Tapptic expressly agrees otherwise in writing.

2 PRICE

Only the prices stated in the offer, the order form or the agreement will be binding on Eneon. The prices are expressed in euros, are exclusive of tax, and will be increased by the legal taxes in force on the day of invoicing. Unless special written conditions have been agreed upon, the prices for services provided on a fee-for-service basis are valid for 8-hour days during office hours (between 8:30 a.m. and 6:30 p.m.). Tasks carried out in addition to the above at the request of the customer are charged at (i) 150% of the hourly rate for services carried out beyond the daily schedule and/or outside office hours and/or on Saturdays, and (ii) 200% of the hourly rate for services carried out on Sundays or public holidays. The prices will be subject to annual indexation, automatically and without and formality being required, on the first of January of each year according to the variation in the Agoria index (reference salary – national average). The reference index is the one for the month of September published on the date of the agreement or purchase order. The new index will be the one published in September preceding the indexation.

3 DEADLINES

Any delivery or performance deadlines which may have been stipulated are given for information purposes only. Unless otherwise expressly agreed in writing by Eneon, a delay in delivery or performance may not be invoked by the customer to request the cancellation of the contract, claim damages or assert any other claim. Furthermore, the deadlines shall be automatically extended by the time during which Eneon is delayed in its tasks due to the absence or insufficient cooperation of the customer, or in the event of additional requests in relation to the initial project.

4 TRANSFER OF OWNERSHIP AND RISK

In the event that it is foreseen that material becomes the property of the customer, Eneon will remain the owner until full payment of the price in principal, ancillaries, interest and costs. However, at the time of delivery, if necessary, the risks will be transferred to the customer at the time of delivery of the material or at the time when it should have taken place if this cannot be done for a reason beyond the control of Eneon. ‍

5 WARRANTY AND CLAIMS

The customer acknowledges having been fully informed by Eneon about the possibilities of use and specific constraints of the material and/or creations which are the subject of the contract or offer. Consequently, the customer waives any recourse against Eneon, in particular regarding lack of consent. Acceptance of an application by the customer implies unreserved acceptance of its conformity with the initial project description and the quality of what is supplied. Complaints about the quality of the services must be sent to Eneon by registered letter, stating the reasons (under penalty of forfeiture) at the latest within 15 days of the date of the corresponding service

6 SUBCONTRACTING

Eneon shall be entitled to subcontract services which are its responsibility under the contract, under its sole responsibility.

7 CONFIDENTIALITY ‍

Each party undertakes not to disclose to third parties (nor to use for its own benefit or that of third parties) any documents or information communicated by the other in the course of the performance of the contract or of which it has become aware. However, Eneon is free to provide information on its intervention on behalf of the customer, in particular on its website.

8 INVOICING – PAYMENT – LATE PAYMENT

Invoices issued by Eneon are payable at the latest before the due date indicated therein (in principle 30 days after the date of the invoice) and at the registered office of Eneon to the indicated bank account. Each invoice will be considered as accepted within 15 calendar days following the date of the invoice, in the absence of a written dispute formulated by registered letter to Eneon’s registered office within the aforementioned period. The lodging of a claim does not release the customer from their payment obligations. In the event of late payment, Eneon reserves the right to suspend its services and to resume them as soon as settlement is received. Any damage suffered by the customer as a result of this suspension shall be borne solely by the latter. In the event of non-payment on the due date, the invoices shall automatically and without notice of default bear interest at the rate of 12% per annum. In addition, they will be automatically increased by 12% and without notice of default, with a minimum of €40.00 as lump-sum compensation. Failure to pay or late payment of all or part of an invoice will also automatically and without notice of default lead to all other invoices becoming due. Eneon reserves the right to refuse any subsequent order or to make its acceptance subject to the provision of sufficient guarantees.

9 MODIFICATION OR CANCELLATION OF THE ORDER

No order may be cancelled or modified without the prior written consent of Eneon and subject to the compensation of all resulting costs by the customer. Unless otherwise agreed in writing by Eneon, in the event of cancellation of an order by the customer, Eneon may either demand full payment of the cancelled services if they have been carried out in part or in full, or payment of a lump sum compensation equal to at least 50% of the cancelled services if they have not yet started. Furthermore, if the order has given rise to the payment of a deposit (the amount of which is stated on the order form) the deposit shall not be reimbursed, regardless of the cause of the cancellation.

10 TERMINATION ‍

The contract may be terminated by either party with immediate effect if the other party fails to comply with one of its essential obligations and does not remedy the situation within 15 days of a registered letter sent to it by the other party. Eneon undertakes to cooperate loyally with any migration operations of the customer if the latter demonstrates that the terms proposed by them or their new provider are not likely to jeopardize the preservation of the rights and legitimate interests of Eneon. 

11 INTELLECTUAL PROPERTY RIGHTS

The customer guarantees that the contents, information and works of any kind that they provide to Eneon are legally usable and do not infringe the rights of third parties. They are responsible in particular for obtaining authorisations and paying any rights to the programs, texts, photos, illustrations, music and in general to any work used. They also guarantees Eneon against any claim by a third party and/or conviction regarding the principal, interest and costs. In addition, the intellectual property rights relating to any creation of any nature whatsoever created by Eneon remain – unless otherwise provided in writing and subject to full payment of the price – the exclusive property of Eneon, including source codes and functional analysis. However, in order to allow the customer to exploit the agreed creation, Eneon grants them a non-exclusive and non-transferable licence to use it in accordance with its normal purpose as defined in the contract, and, unless otherwise agreed in writing, for the sole purpose of internal use by the customer for their own needs. No property right is transferred to the customer in the event of use of any computer tool developed by a third party, even when the use of this computer tool is necessary for the exploitation of creations made by Eneon. It is the responsibility of the customer to acquire a licence for the computer tool concerned, at their own expense.

12 LIABILITY ‍

In the absence of a written provision to the contrary, the obligations of Eneon are always obligations of means. The customer undertakes to collaborate with Eneon throughout the duration of the contract in order to facilitate and improve the quality of the creations and services ordered. Eneon’s liability is limited to the compensation of direct, foreseeable, personal and certain damage and cannot exceed one third of the sums invoiced in the last 12 months preceding the date of the complaint, with a ceiling of €50,000.00. In any event, Eneon total liability is limited to the amounts covered by the insurance policy under which it is covered. Eneon can never be held liable for any indirect damage of any kind suffered by the customer or third parties such as additional expenses, loss of business, loss of contract, loss of data, software, machine time, financial or commercial loss, increase in overheads, etc. or any other damage of this type. In any case, Eneon shall not be liable for any compensation on account of any claim whatsoever unless Eneon has been notified in writing of such claim within 1 year from the time the customer became aware, or should reasonably have become aware, of an event or circumstances which give, or could give rise to, such claim. The customer is solely responsible for the protection and backup of their own data.

13 FORCE MAJEURE

In the event of force majeure, the execution of the contract will be suspended for the time that Eneon is unable to fulfil its obligations. Force majeure refers to all events beyond the control of Eneon, unforeseeable and irresistible and of any nature whatsoever, such as in particular, natural disasters, bad weather, fire, strikes, sabotage, and acts or regulations issued by administrative or judicial authorities which have the effect of making the performance of the contract impossible. 

14 PERSONAL DATA

Eneon processes personal data in accordance with its privacy policy, which is available on its website or on request. The customer hereby acknowledges having read such policy.

15 NON-SOLICIATION

Except with the prior written consent of Eneon, the customer is prohibited from making, directly or indirectly, offers of employment to an employee, collaborator or consultant of Eneon, or from taking them into their service under any status whatsoever. This prohibition is valid for the duration of the contract as well as for a period of 12 months from the day on which the contract is terminated by the expiry of the term or its cancellation for any reason whatsoever, on pain of damages.

16 MAINTENANCE ‍

Unless otherwise specified, the maintenance offered by Eneon for an application is of 3 types. Annual corrective maintenance is free for the first 3 months after launch and ensures that the application is kept in operational condition for the devices and OS agreed at the time of publication of the application. It becomes payable after this period. It is automatically renewed for the following year unless it is terminated by registered letter three months before its expiry. Annual adaptive maintenance covers the adaptation of the application for correct operation when new versions of the corresponding operating systems (iOS, Android, etc.) are released. This maintenance is subject to a charge and is included in a specific budget offer. It is automatically renewed for the following year unless it is terminated by registered letter three months before its expiry. Annual evolutionary maintenance corresponds to a number of man-days pre-ordered and valid for the 24 months following the end of the project. This maintenance is the subject of a specific budgetary offer.

17 SUPPORT

Eneon offers technical support for the applications and the back office: user support (level 1, 2 and 3) and automatic supervision of application monitoring. The support services are subject to a service level agreement (SLA) which is the subject of a specific budgetary offer.

18 NULLITY

he invalidity of a clause of these general terms and conditions does not affect the validity of the other clauses. The invalid clause must be replaced by mutual agreement or by the court by a clause which comes as close as possible to its original economic intention. Eneon also has the right to modify the terms of these general terms and conditions unilaterally and without prior notice.

19 JURISDICTION AND APPLICABLE LAW

The contractual relations between the Parties are exclusively governed by Belgian law. Any dispute concerning the application or interpretation of the present contract must be communicated and explained to the other party as soon as possible by registered letter. The parties will meet as soon as possible to discuss the issue in order to negotiate in good faith and to employ a genuine effort to resolve the dispute. Failing this, the Courts of Brussels shall have exclusive jurisdiction unless Eneon, acting as plaintiff, prefers to bring the action before any other competent court.