HELLODOOR – GENERAL TERMS AND CONDITIONS

1. Applicability and Acceptance of these Terms and Conditions

1.1. These terms and conditions (hereafter, the “Terms and Conditions”) govern the use of and subscription to HelloDoor’s software subscription solutions and the provisioning of related hardware and services by HelloDoor.

1.2. These Terms and Conditions apply to all Subscriptions, Hardware and Services ordered by the Client and all Order Forms executed between HelloDoor and the Client. The Client hereby waives its own general or special terms and conditions even where it is stated therein that only those conditions apply and even if such terms and conditions were not protested by HelloDoor.

1.3. Either by clicking a box indicating acceptance, by executing an Order Form (or other document referring to these Terms and Conditions), by using the Software, by ordering or by payment of the Subscriptions, Hardware or services from HelloDoor, the Client acknowledges that it has read, understands and accepts these Terms and Conditions and agrees to be bound by them.

1.4. If you are an employee (or contractor) of the Client accepting these Terms and Conditions on behalf of the Client, you represent and warrant that you have full legal authority to bind the Client to the Agreement and have read and understand the Terms and Conditions.

2. Definitions

2.1. Capitalized terms shall have the meaning given to them below:

a) “Agreement” means the entire contractual relation between the Parties, including these Terms and Conditions, the Order Form(s), statement(s) of work (if any) and annexes or addenda to these Terms and Conditions or an Order Form.

b) “Client Data” means all information, data or materials proprietary to, or held by the Client which is inputted or uploaded by the Client (either manually or automatically via application programming interfaces) when using the Software or otherwise made available by the Client to HelloDoor in the context of the Agreement.

c) “Client” means the legal entity specified as client in the Order Form.

d) “Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, all materials, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including the Agreement), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs.

e) “Dedicated Device” refers to a hardware system that can run the software or service that is provided by HelloDoor.

f) “Documentation” means the technical and functional information, user instructions and/or operating manual that HelloDoor generally makes available to its clients from time to time.

g) “HelloDoor” means HelloDoor BV, with registered office at Michel Geysemansstraat 3, 2550 Kontich, Belgium and registered in the Crossroad Bank for Enterprises with enterprise number 0476.171.317.

h) “Intellectual Property Rights” means (non-exhaustive list) patents, trademarks, copyrights, rights in software programs (both in object code and source code), design rights, database rights, proprietary rights in know-how, business names, trade names and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of the afore listed which may subsist anywhere in the world, and any other intellectual or industrial property rights in any country and any existing or future applications for or registrations of such rights.

i) “Order Form” means the written or electronic document entitled “order” or similar wording, sent to HelloDoor by the Client. It can also be a signed version of the document entitled “offer” or “quotation” or similar wording, that HelloDoor initially provided to the Client and is still within the validity date. The Order Form document determines scope and other specifics of the Subscription and/or provision of the Hardware and Services ordered by the Client, including the specific conditions under which such offer is made.

j) “Party” means either HelloDoor or the Client individually and “Parties” means HelloDoor and the Client collectively.

k) “Professional Services” means development, implementation, integration, configuration, setup, maintenance, support or other professional services in relation to the Software to be delivered by HelloDoor to the Client as set forth in this Agreement and as may be agreed upon between the Parties from time to time in an Order Form or a statement of work.

l) “Software” means the software developed by HelloDoor and provided pursuant to a software as a service model, as specified in the Order Form.

m) “Subscription” means the Client’s subscription to use the Software during the subscription period and receive the related support services during the subscription period.

3. Subscriptions and License Grant

3.1. If the Client purchases a Subscription and subject to the timely payment of the applicable (one-off and/or recurring) fees, HelloDoor grants to the Client a personal, restricted, non-exclusive, non-transferrable and non-assignable license to access and use the Software and/or Service during the term of the Client’s Subscription, solely for the Client’s internal business purposes in accordance with the Documentation and subject to these Terms and Conditions. The foregoing license does not include the right to access any software code (including object code, intermediate code and source code) of the Software. The Client does not become the owner of the software with the purchase of a Subscription.

3.2. Each subscription allows the associated Software and/or Service to be used on one (1) Dedicated Device. If there is no Dedicated Device, each subscription allows the associated software and/or service to be used for one (1) physical location (entrance, reception area, meetingroom, …).

3.3. The extent of the licenses granted under the Agreement is restricted to the scope expressly set forth herein or in the Order Form, and there are no implied licenses under the Agreement. HelloDoor reserves any right not expressly granted to the Client hereunder.

3.4. Unless to the extent expressly permitted under the Agreement or by applicable law, the Client shall not, directly or indirectly (including, without limitation, through the actions of any affiliate, agent, subcontractor, user or, any third party):

a) use the Software other than in accordance with the Agreement and its intended purpose;

b) use the Software in any way that is unlawful, illegal, fraudulent or harmful;

c) sell, lease, commercialize, rent, display, license, sublicense, transfer, provide, disclose the Documentation and/or its rights to use the Software;

d) use the Software on a service bureau basis;

e) modify, decompile, disassemble, translate, reverse engineer or attempt to reconstruct, identify or (try to) discover, copy, create derivative works based upon the underlying ideas, user interface techniques, algorithms, software code (including source code) of the Software by any means whatsoever, or disclose any of the foregoing;

f) encumber or suffer to exist any lien or security interest on (its rights to) the Software;

g) take any action that would cause the Software or the source code to be placed in the public domain;

h) use the Software in any computer environment not expressly permitted under the Agreement; and

i) work around any technical limitation in the Software.

3.5. If stated in the Order Form and agreed by HelloDoor, the Client will be allowed to resell its ordered Subscription(s) and Hardware to its own customers (an “End Customer”). In such case, the Client must inform HelloDoor in advance, and in any case before the End Customer starts using the Software, of the End Customer’s company name, contact details and registered office. the Client shall remain responsible for the End Customers’ compliance with everything in these Terms and Conditions and the Client shall be liable for its End Customer’s acts or omissions.

4. Hardware and Third Party Software

4.1. If the HelloDoor solution is sold with Hardware by HelloDoor, the Hardware is not part of the subscription. Instead, the Client becomes the owner of the Hardware. This Hardware is to be installed by the Client and comes with a one-year limited warranty (on a return & repair base), unless explicitly agreed otherwise. The warranty conditions are defined by the hardware manufacturer.

4.2. If the HelloDoor solution is sold without Hardware by HelloDoor, but requires Hardware, then the Client, needs to purchase the necessary third party hardware and/or software that is compatible with the Software (as specified in the HelloDoor Documentation), at its own expense. The Client is responsible to enter into and complying with the necessary contracts with such third party hardware or software providers to secure the necessary use rights or licenses. HelloDoor is no party to such contracts.

4.3. For the avoidance of doubt, these Terms and Conditions only apply to Software and Professional Services provided by HelloDoor. Any third party software, services or hardware are expressly excluded from the scope of these Terms and Conditions and shall be subject to the applicable third party’s terms and conditions. The Client acknowledges that HelloDoor assumes not responsibility or liability for third party hardware, software or services, or any effect they may have on the Software.

5. Professional Services

5.1. Upon request, HelloDoor may in its discretion agree to provide Professional Services related to the Software. In such case the scope, costs and other details of the Professional Services shall be agreed in the Order Form or a separate statement of work.

5.2. If any, HelloDoor shall perform the Professional Services to the best of its ability, using reasonable care and skill in accordance with generally accepted industry standards. All Professional Services shall be provided in complete independence (meaning that it shall plan its activities as it sees fit). This independence constitutes an essential element of the Agreement, without which the Parties would not have concluded it.

5.3. Any timeframe for the performance of Services that may be set out in the Agreement, an Order Form, a statement of work or other type of communication from HelloDoor, are indicative target dates only, unless such timings are expressly agreed to be binding milestones.

5.4. The provision of the Professional Services by HelloDoor is at all times subject to the Client’s cooperation in good faith. In particular, and without prejudice to the generality of the foregoing, the Client shall provide on a timely basis any accesses, approvals, business rules and information as necessary to allow HelloDoor to perform the Professional Services. HelloDoor shall not be responsible or held liable for any delay or failure in the provision of the Professional Services resulting from Client’s failure to cooperate in good faith or to provide the necessary input.

6. Support and Availability

6.1. During the term of a Subscription, and subject to payment of the relevant fees, HelloDoor shall provide standard maintenance updates and remote support services on a best-efforts basis in accordance with this clause 6.

6.2. If the Client encounters an incident or problem related to the Software, the Client may notify such incident or problem to HelloDoor (via the support channels as communicated by HelloDoor to the Client from time to time). Such notification must include at least a detailed description of the incident or problem and information regarding the time and duration of the incident or problem. Based on such information, HelloDoor shall in good faith and in its sole discretion assign a priority level to the problem or incident.

6.3. Upon receipt of a notification pursuant to 6.2 above, HelloDoor shall during its regular business hours, use commercially reasonable efforts to provide a response or workaround and, if possible, a resolution. For the avoidance of doubt, HelloDoor makes no warranty whatsoever that the Software shall be completely free of bugs or defects, or to provide a resolution or workaround for each and every specific problem or incident.

6.4. HelloDoor shall not provide support for incidents or problems that are not caused by or related to the Software such as (without limitation) incidents or problems (i) induced by the Client due to incorrect use of the Software, (ii) caused by non-supported data formats, (iii) caused by network issues, (iv) caused by third party software, hardware or services.

6.5. HelloDoor does not warrant that the Software shall be available on an uninterrupted basis, however, it shall, to the best of its abilities, try to ensure the undisturbed usage of the Software. The Client agree(s) that the Software may be unavailable during periods of scheduled maintenance, unscheduled maintenance incase of circumstance requiring immediate actions or in case of force majeure. To the extent reasonably feasible, HelloDoor shall inform the Client in advance of such periods of unavailability.

7. Client Data

7.1. All Client Data shall remain the property of the Client. HelloDoor may only use the Client Data to the extent reasonably required to provide the functionalities of the Software to the Client. The Client is solely responsible for the accuracy and correctness of Client Data. HelloDoor shall in no case be responsible for damages or liability resulting from inaccurate or incorrect Client Data inputted in the Software.

7.2. The Client warrants to HelloDoor that the Client Data shall not infringe the Intellectual Property Rights or other legal rights of any third party and shall not breach applicable law.

8. Intellectual Property Rights

8.1. HelloDoor is and remains the sole and exclusive proprietary owner of all Intellectual Property Rights related to the Software, its services and the Documentation (including any new versions, updates, customizations, deliverables, results, enhancements, modifications or improvements made to the Software or Documentation, or resulting from the services).

8.2. Nothing in the Agreement shall convey any title or proprietary right or Intellectual Property Rights in or over the Software, the services and the Documentation to Client or any third party. Except for the limited license granted pursuant to clause 3, the Client shall not in any way acquire any title, rights of ownership, copyright, intellectual property rights or other proprietary rights of whatever nature in the Software, the services or Documentation. Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Software, or visible during its operation, or on media or on any Documentation.

9. Confidentiality

9.1. Each Party shall treat as confidential and keep secret all Confidential Information relating to the other Party and shall not disclose to any third party, other than its agents, officers, employees, professional advisors, insurers, subcontractors, or consultants where such disclosure is necessary for the performance of the Agreement, any Confidential Information learned during the negotiation and performance of the Agreement, except in the event it is granted prior written consent of the disclosing Party to disclose such Confidential Information. Confidential Information disclosed under the Agreement shall not be used by the recipient thereof for any purpose other than as required for the performance of its obligations under the Agreement.

9.2. Both Parties shall take precautions to maintain the confidentiality of the Confidential Information and, in particular, each Party covenants that it: (i) shall not copy or otherwise exploit any component of the Confidential Information other than as herein provided, nor make any disclosures with reference thereto to any third party, and (ii) shall promptly notify the other Party if it becomes aware of any breach of confidence and give the other Party all reasonable assistance in connection therewith.

9.3. The provisions of this clause shall not apply to any information which: (i) is published or comes into the public domain other than by a breach of the Agreement, (ii) can be shown to have been known by the receiving Party before disclosure by the disclosing Party, (iii) is lawfully obtained from a third party or, (iv) can be shown to have been created by the receiving Party independently of the disclosure and other than as part of the project in scope of this Agreement. Additionally, the restrictions in this clause do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation or by any judicial or governmental order or request. In which case the Parties shall cooperate in good faith to ensure the protection of the Confidential Information concerned to the maximum extent permitted by law.

9.4. Upon expiry or termination of the Agreement, the receiving Party will discontinue use of the disclosing Party’s Confidential Information and return (or alternatively delete and certify such deletion in the disclosing Party’s sole discretion) all documents (or copies made of it) belonging to the disclosing Party.

9.5. The provisions of this clause shall commence from the start of negotiations and shall continue in force during five (5) years following the termination or expiry of the Agreement.

9.6. Each Party remains liable for non-compliance with the obligations mentioned under this clause 9 by its employees, subcontractors, or other representatives.

10. Privacy and Data Protection

10.1. Each Party shall comply with its obligations under the applicable data protection legislation when processing personal data.

10.2. The Client represents and warrants that it has the legal right to disclose any personal data that is made available to HelloDoor under or in connection with the Agreement and the Client has a valid legal ground to process such personal data and disclose it to HelloDoor. The Client undertakes to sufficiently inform all data subjects in accordance with applicable law about the processing of their personal data by HelloDoor.

11. Financial Conditions

11.1. The Client shall pay the fees in the amounts and on the times set forth in the applicable Order Form(s). Unless specified otherwise, the fees shall be paid annually and upfront.

11.2. All payments under the Agreement are due to HelloDoor within thirty (30) days from the invoice date. Any disputes relating to invoiced amounts must be submitted by registered mail (containing the reasons for such dispute) within ten (10) calendar days following the invoice date, failure of which shall result in the invoice being deemed accepted by the Client. Any undisputed portion of the invoice must be paid in full.

11.3. Any amounts of undisputed invoices that have not been paid within thirty (30) days after the invoice date shall automatically and without notice be subject to a late payment interest equal to the legal interest rate in accordance with applicable law. In addition, the Client shall pay all costs incurred by HelloDoor as a result of the (extra)judicial enforcement of the Client’s payment obligations. In the event of late payment, all payment obligations of the Client to HelloDoor will immediately become due and payable.

11.4. HelloDoor reserves the right to suspend the Client’s access to and use of the Software in case the Client does not pay the undisputed invoices within thirty (30) days from the invoice date, until HelloDoor receives payment. Even when subscriptions are suspended because of non-payment, the invoices remain to be paid over that period.

11.5. Amounts payable under the Agreement are in Euro (unless expressly agreed otherwise) and do not include any applicable value added tax or other taxes and reasonable expenses, which shall be additionally charged to the Client. The Client is responsible for payment of all general, state, or local import, usage, value-added, withholding or other taxes, duties or charges associated with the receipt of the Hardware and/or Services or use of the Software. The Client shall promptly reimburse Client for any such taxes, duties or charges paid by Client.

11.6. All payments hereunder shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same is required by law, in which case the Client undertakes to pay HelloDoor such additional amounts as are necessary in order that the net amounts received by HelloDoor after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.

11.7. All fees paid by the Client hereunder are final and non-refundable.

11.8. HelloDoor reserves the right to revise its rates and/or fees. These revised rates and/or fees become active on the next subscription renewal start date. The Client has the right to cancel the subscription within 30 days after being informed of the revised rates and/or fees.

12. Warranty Disclaimer

12.1. Except as expressly provided otherwise, the Client acknowledges that the Software and Professional Services are provided “as is” and “as available”, with all faults and without warranties of any kind, and HelloDoor hereby, to the maximum extent permitted under applicable law, disclaims all warranties, express, implied or statutory, including, without limitation, the warranties of merchantability, merchantable quality or fitness for any particular purpose, the warranty that the Software will operate error-free or that all errors in the software will be corrected.

13. Limitation of Liability

13.1. Subject to the maximum extent permitted under mandatory law, HelloDoor’s liability under the Agreement shall per event (or series of connected events) and in the annual aggregate per contract year never exceed an amount equal to all amounts paid by the Client hereunder during such contract year.

13.2. The Client expressly acknowledges and understands that the Software is not designed or intended for high-risk use scenarios where failure or fault of any kind of the Software could reasonably be seen to lead to death or serious bodily injury, or to severe damage to tangible or intangible property or the environment. The Client may not use the Software for any such purposes.

13.3. Subject to the maximum extent permitted under mandatory law, under no circumstances shall HelloDoor be liable to the Client for any indirect, punitive, special, consequential or similar damages (including damages for loss of profit, lost revenue, loss of business, loss of corruption of data, loss of customers and contracts, loss of goodwill, the cost of procuring replacement goods or services, and reputational damage) whether arising from negligence, breach of contract or of statutory duty or otherwise howsoever.

13.4. To the maximum extent permitted under applicable law, the Client agrees, and accepts, not to hold the advisers, agents, contractors, directors, employees, representatives, and subcontractors of HelloDoor personally liable for or in connection with the Agreement. Any liability claim for or in connection with the Agreement (including any extra-contractual liability claim) shall be brought by the Client exclusively against HelloDoor.

14. Term and Termination

14.1. All subscriptions are sold with a stated Start date and a End date. The subscription is active between these two dates, the length being the Subscription Term. Every subscription is silently renewed for the same length of time as the previous Subscription Term unless either Party notifies the other Party in writing of its intent not to renew the Subscription (and thus the Agreement) at least one (1) month before the End Date, or unless terminated earlier in accordance with this clause 14. The Client must provide such notice following the notice requirements stated in clause 16.7.

14.2. Either Party may immediately terminate (or HelloDoor may suspend) the whole or any portion of the Agreement, the Client’s Subscription, an Order Form or, if any, a statement of work without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if:

a) the other Party performs a material breach to any provision of the Agreement and, if capable for remedy, fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach; or

b) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding, or otherwise liquidates or ceases to do business.

14.3. HelloDoor may immediately terminate or suspend the whole or any portion of the Agreement, the Client’s Subscription, an Order Form or if any, a statement of work without any judicial intervention, without being liable for compensation and without prejudice to its rights to damages and any other rights, remedies, and/or claim to which it may be entitled by law, upon providing the Client with written notice of termination if:

a) the Client fails to pay to HelloDoor any amounts due hereunder and fails to cure such failure within thirty (30) calendar days from the date of a written notice of default from HelloDoor to the Client; or

b) the Client violates HelloDoor’s Intellectual Property Rights or Confidential Information.

15. Effects of Termination

15.1. After the End date of a valid Subscription, and without a paid renewal being in place, the Client will immediately stop using the software and/or service provided by HelloDoor on the relevant device(s) and the Client will also remove the software and/or service connection from any relevant device(s) on which it is installed.

15.2. Upon termination of the Agreement for whatever reason:

a) the Client’s right to access or use the Software shall automatically cease;

b) each Party shall return, within a reasonable time of such termination all Confidential Information of the other Party (or alternatively destroy any copies thereof that cannot be returned and confirm in writing that such copies have been destroyed);

c) the Client shall promptly pay to HelloDoor all fees and other amounts due to HelloDoor hereunder up to and including the date of termination.

15.3. The provisions of the Agreement that are expressly or implicitly intended to survive termination, shall survive any expiration or termination of the Agreement including, without limitation, the provisions relating to Intellectual Property Rights, Data, Confidential Information, and limitation of liability.

16. Miscellaneous

16.1. Entire agreement – The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

16.2. Severability – If any provision of the Agreement is held to be unenforceable (in whole or in part), the other provisions shall nevertheless continue in full force and effect. The provisions found to be unenforceable shall be enforceable to the full extent permitted by applicable law. Each Party shall use its best efforts to immediately negotiate in good faith a valid replacement provision with an equal or similar economic effect.

16.3. Waiver – The terms and conditions of the Agreement may be modified or amended only by written agreement (including through electronic signature technology) executed by a duly authorized representative of both Parties hereto. The terms or conditions of the Agreement may be waived only by a written document signed by the Party entitled to the benefits of such terms or conditions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or conditions, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

16.4. Assignment – HelloDoor may assign, transfer and/or subcontract its rights and obligations under the Agreement to any third party, and the Client will be informed if this happens. The Client shall not assign or otherwise transfer any of its right or obligations under the Agreement without HelloDoor’s prior written consent.

16.5. Interpretation and conflict – Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit interpretation of the words, description, definition, phrase or term preceding those terms. If there is a conflict between these Terms and Conditions and any Order Form or, if any, a statement of work, these Terms and Conditions shall govern, except where it is expressly stated in an Order From or, if any, a statement of work that a specific provision of these Terms and Conditions is to be varied or overridden.

16.6. Force Majeure – Neither Party will be liable for any delay in performing, or failure to perform, any of its (non-monetary) obligations under the Agreement due to an event, or a series of related events, that is/are reasonably beyond the control of the Party affected (including but not limited to, power failures, social strikes or other labor actions, changes to the law, disasters, epidemics or pandemics, explosions, fires, floods, riots, terrorist attacks, wars, wrecks or delays in transportation, inability to obtain the necessary labor or materials, embargo, unfavorable weather conditions, force majeure on the part of the subcontractors of HelloDoor, failures in goods, equipment, software or materials of third parties, government measures, disruption of internet, data network or telecommunication facilities, unavailability of third party servers, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections unavailability of personnel, general transportation problems and electricity outages) (hereafter, a “Force Majeure Event”). If a Party refers to a Force Majeure Event, it must immediately inform the other Party of the nature of the Force Majeure Event, stating the date when the Force Majeure Event comes or has come into effect. In the event of delay in performance due to a Force Majeure Event, the execution of the relevant obligation shall be extended by a period reasonably necessary to overcome the effect of such delay. If the delay in performance is likely to extend for a period of ninety (90) days or more, the Parties shall have the right to terminate the Agreement.

16.7. Notices – With the exception of notices of default or termination, any notice required to be served by the Agreement shall in first instance be given by electronic mail to the email address sales@hellodoor.info (or such other email addresses as notified by either Party from time to time):

All notices given by electronic mail, shall only be valid in case confirmation of receipt was expressly given by electronic mail from the receiving Party within five (5) business days. In case no confirmation of receipt was given by the receiving Party within five (5) business days, or for notices of default or termination, all notices can be done in writing and served by personal delivery, registered letter, addressed to either Party at its address specified in the Order Form (or such other addresses as notified by either Party from time to time). All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (ii) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made.

16.8. Relationship of the Parties – The relationship between the Parties is that of independent contractors.

16.9. Publicity – HelloDoor shall have the right to use any trademarks, logos or other marks of the Client (including the Client’s corporate name) for client references on HelloDoor’s website, social media announcements and sales presentations. With respect to the publication of more detailed case studies or blogposts, the Parties shall agree on the content and manner of publication thereof in mutual consent.

16.10. Dispute resolution – Before initiating proceedings before the competent courts, the Parties shall exercise reasonably good faith efforts to amicably settle any disputes that might arise during the execution of this agreement.

16.11. Applicable law and jurisdiction – The Agreement shall be governed by and construed in accordance with the laws of Belgium, without giving effect to the conflict of law principles thereof, and the Parties hereto submit to the exclusive jurisdiction of the courts of Antwerp (department Antwerp) in the event the agreement cannot reasonably be amicably settled. The United Nations Convention for the International Sale of Goods shall not apply to the Agreement.