General terms and conditions

1 Definitions.

Activation: the deactivation of the software blocking of the Software by entering an activation key.

Addenda: the documents that form part of the Agreement such as payment transactions, payment terms, Service contract, ... without being exhaustive.

Equipment: the hardware on the one hand and the technical components of the Customer's network on the other hand, including Internet connectivity and the operating systems on which the Software runs.

Special Terms: the terms and conditions that may have been noted on an Agreement and accepted by Customer and DATALINE and take precedence over the General Terms.

Contractual Terms and Conditions: these General Terms and Conditions, Addenda and Special Terms and Conditions included or mentioned in the Agreement and confirmed by DATALINE. In case of conflict between the General Terms and Conditions and the Special Terms and Conditions included in the Agreement, the latter shall prevail.

Day of Activation: the activation of the Software and the start of the Initial Term take place the first day of the month following the signing of the Agreement or on another date as agreed upon but at the latest within 3 months from the date of signing Agreement.

DATALINE: The service provider/seller/landlord/licensor, being Dataline Holding and its respective operating companies with whom the Customer enters into an Agreement. 

Dataline Holding: Dataline Holding NV, a limited liability company under Belgian law with registered office at 8210 Zedelgem, Autobaan 21 and with company number BE0650.549.801

Defect: a serious deviation in all respects in the operation or functionality of the Software reported by at least 35% of DATALINE Customers, which is both intrinsic to the installed Software and substantially affects the normal use intended by DATALINE, be it however that the Software is to be used according to the Equipment regulations required by DATALINE and the hardware manufacturers. Faults or errors resulting from improper manipulations, use or lack of training by the Customer are not considered a Defect. Nor are failures due to breached data files, external factors such as connections to other applications or third parties, the Equipment or its speed, utilities (such as internet, network and electricity), viruses or other cyber security-related problems, or parameters entered by the Customer considered a Failure.

Go-live: means the date on which the Software, with the exception of the Premium Modules, is officially put into use by the Client. When the scheduled training sessions have ended for more than four (4) weeks DATALINE may logically assume that the Customer has actively put the Software into use and there is Go-live.

Manual: the Manual is constituted by (i) the notes of the Customer who is himself responsible to note down during training sessions what is important to him and (ii) the decisions and choices made by the Customer during the training process and (iii) the basic manual made available by DATALINE in the Software itself.

Initial Term: the minimum 36-month term to which the Customer commits.

Installation: the (remote) initial preparation for use of the Software and any subsequent updates on the Customer's Equipment or in the cloud including a temporary Activation, but excluding the loading of data files and parameterization of the Software.

Implementation: consists, on the one hand, of Software training (i.e. structured method of knowledge transfer and exercises) and, on the other hand, Customer-specific work and guidance instructions (a.o. refining the Parameterization of the Software (as far as possible) and possibly searching for alternative solution models) and all this with the objective of achieving the Go-live as soon as possible. 

Customer: the physical or legal person who concludes an agreement with DATALINE regarding the granting of a user license (licensee) on the Software, with the associated Installation, training and service agreements, or any other legal act.

Customer Support: the provision of information to the Customer during DATALINE's service hours by telephone https://www.dataline.eu/en/about-us/contact, via helpdesk tickets or by e-mail for the purpose of solving reported usage and/or technical problems.

Maintenance (software development): the provision to the Customer of a modified version of the Software in which, in addition to any corrections of known errors, the existing operation and functionality of the Software was improved and, if necessary, new functions were added.

Agreement: the contract established by DATALINE's acceptance of a quotation or order confirmed by the Customer (via mail, website or online portal) to provide Software to the Customer and/or to realize a Project, the Agreement being based on and subject to the Contractual Terms.

Parameterization: parameterization of the Software consists of defining the Customer's production machines (among other settings, capabilities, speeds, formats,...), employees, customer bases and any other possible company-specific data of the Customer, which can be entered into the Software. This is not about modifying the Software but setting up the Software. If this was not explicitly mentioned on the agreement, the parameterization of the Software is the task and responsibility of the Client.

Premium Modules: are modules in the Software that on the one hand ensure connectivity between Software of Dataline and Software of external suppliers (API, JDF, Transport links, ....) and on the other hand modules in the Software of Dataline that can only visualize relevant information at least 6 months after the Go-live.

Software: the standardized application software with its purchased modules, licenses and upgrades.

Project: the standardized approach to automating administrative processes at the Customer. A Project may consist of one or more successive phases which in turn may consist of a component standard Software (license, modules, etc.), implementation support, training and personalized support.

Service Contract: means Customer support, upgrades and new releases of the Software so that the Client can use the Software in the best possible way. The Software cannot be used by the Customer without a valid and paid Service Contract. The modalities of the Service Contract are described in the Service Contract Agreement, SLA Agreement for short. The Customer confirms that he has received, read, understood and accepted the modalities of the SLA Agreement.

Anniversary of Activation: the anniversary of activation, after the Initial Term, coincides with the start of a new calendar year. If the end of the Initial Term does not coincide with 31/12, the Initial Term will be extended through 31/12 of the calendar year in which it expires. 

2 General

2.1. These General Terms and Conditions apply to all agreements, quotations, layouts, software, etc.issued by DATALINE unless expressly accepted and signed in writing by DATALINE. They replace all previous deviating agreements between the parties.

2.2. These General Terms and Conditions apply, inter alia, to agreements concerning the granting of a user license to the Software delivered by DATALINE, with the associated Installation, Implementation and Service Contract and all commitments arising therefrom, except for deviating clauses in any Special Terms and Conditions. These Special Terms are established in the Agreement and the agreements or documents expressly mentioned therein.

2.3. The Customer is deemed to have taken note of and accepted these General and Special Terms and Conditions when entering into an Agreement with DATALINE. The Customer acknowledges that DATALINE intends to enter into an agreement with the Customer only subject to such acceptance on the Customer's part. The above acceptance implies waiver, by the Customer, of its possible own General (Purchase) Terms and Conditions regardless of how the Customer may attempt to make use of them.

3 Quotations and Pricing

3.1. Quotations and quotations, in whatever form, are always without obligation and in no way binding on DATALINE until they have been signed by the Customer and accepted by DATALINE. The quotation is limited to what is explicitly included therein.

3.2. They always apply to delivery at the Customer's address and are valid for a period of two months from date of preparation.

3.3. Prices are always exclusive of VAT and other taxes, duties and levies.

4 MAS Audit

4.1. The Customer declares that it has made the necessary efforts together with DATALINE to conduct a needs analysis via the MAS Audit software regarding the "former" administrative way of working at the Customer. This study made a financial and time-technical analysis between on the one hand the "previous" way of working of the administrative processes at the Customer and on the other hand what the possible more optimized way of working would be using the Software. By previous and former is meant the software used before the Client started working with Dataline's Software.

4.2. By entering into the Agreement with DATALINE, the Customer acknowledges and accepts that the MAS audit software, together with the various demonstrations and personalized demonstrations given by DATALINE based on the information provided by the Customer himself, proved that the use of the Software and the modules selected for the Customer would bring a significant improvement. However, DATALINE does not guarantee this improvement, as it depends on the correct use by the Customer and sufficient training on the Customer's part

4.3. The Customer acknowledges that the Software is standard software and depends entirely on the Parameterization and the way the Customer uses and deploys it. The Client confirms that it will make every effort to use the Software as optimally and efficiently as possible through constant monitoring, training and guidance. 

4.4. The Client is entitled to have a new MAS audit performed once a year, subject to the fulfilment of its financial obligations, in order to be able to examine whether (new) processes can still be automated and optimized through additional extensions to the Software. 

5 Custom development

5.1. The Customer acknowledges that the Software (software and modules) to be delivered by DATALINE is standard software and not custom software. DATALINE Software is therefore delivered "as is." If the Customer desires specific custom developments, this will be the subject of a separate written agreement. 

6 Software

6.1. Equipment: When signing the Agreement, the Customer has ascertained that its Equipment is adapted to DATALINE's requirements and the Customer confirms that it will allow it to evolve over time. DATALINE bears no responsibility for this. DATALINE is granted the consultation right to voluntarily obtain remote access to all Equipment relevant to the Software provided by DATALINE.

6.2. Delivery: DATALINE delivers the Software and respectively agreed services based on the signed Agreement by means of the Software to be installed by the Customer on its Equipment or made available via the Internet. The services provided by DATALINE always concern a means commitment. Additional functionalities, modules and services can be booked by the Customer on a modular basis through additional orders. By entering into the Agreement, the Customer acquires the non-exclusive, non-sublicensable and non-transferable right to use the Software for the period defined in the Contractual Terms.

6.3. Implementation Budget: For the Implementation of the Software, DATALINE budgets a budget based on a standard knowledge level of a print media production company with print media skilled employees who are given sufficient opportunity to practice the seen subject matter after each training so as to be ready for the next training. Should this budget prove insufficient to achieve the Go-live, the Customer agrees to provide additional resources to still achieve the Go-Live. The Client agrees that after each training course his or her student will be subject to the knowledge test and evaluation. These will then be reviewed with the Customer's management. The Customer agrees that if the Project is divided into phases, DATALINE is entitled to unilaterally activate and invoice itself each phase no later than 6 months after the previous phase was started. 

6.4. Parameterization: The Customer is responsible for entering all information for the Parametrization of the Software independently and is also responsible for its accuracy. The Customer is not permitted to try to obtain competing parameters (e.g. from other DATALINE Customers). If the Customer fails to enter all parameters of his production company into the Software, DATALINE has the right to engage a third party against payment by the Customer so that the Implementation of the Project is not delayed. The Customer confirms that parameterizing does not correspond to modifying the standard Software.

6.5. License Price. The Client shall pay a monthly license fee for the use of the Software during the Term of the Agreement unless otherwise agreed in writing.

6.6. Service Contract: Upon entering into the Agreement, Customer automatically enters into a Service Contract with DATALINE. This Service Contract will be charged separately to the Customer unless otherwise indicated in the Special Terms or Agreement. DATALINE has the right but not the obligation to provide software updates within the contract period. The provision of software updates is subject to the following: a) these updates are provided during the duration of the Service Contract at no additional charge; b) they are provided online for Installation; c) the Customer ensures that necessary software updates of non-DATALINE software are performed correctly in its own name and for its own account, if DATALINE needs to intervene in the project execution or data conversion this will be invoiced separately; d) the Customer ensures to never be more than 2 updates behind; e) the same terms of use and limitations set forth in the Contractual Terms remain applicable. The Service Contract does not include custom services such as custom reports and instruction sets.

7 Training, support and assistance.

7.1. Training: The Customer is obliged to provide a detailed description of the relevant level of training of the personnel who will be required to work with the Software. The training package will be described in the Agreement and the Customer's employees who have demonstrated sufficient mastery of the Software will receive a DATALINE training certificate. The training is mandatory for each user. The Customer agrees to have new employees who cannot produce a training certificate receive training from a DATALINE certified instructor. Unless the Customer would object in writing fourteen (14) calendar days prior to the training in question, training (remote or on-site), for educational purposes, may be recorded. If desired, these recordings can be made available to the Customer through a private link for reference purposes. The Customer may cancel a training course free of charge, with the exception of travel expenses already incurred (flights, hotel, rental car, train, etc.), if he notifies DATALINE in writing at least fourteen (14) calendar days before the date of the training in question, otherwise DATALINE will be entitled to full payment for that training. The Customer agrees to provide update training to all employees using the Software biennially. Each training constitutes a 3-hour block. DATALINE can never be held liable if certain items are missing from the Manual it provides, the Customer is responsible to attend the training courses and note on them the content and instructions for use that are important to it. With each upgrade of the Software, the Customer will be invited to an upgrade training where the Customer himself is responsible for taking notes on the changed way of working. The Customer will follow upgrade guidance via DATALINE if the upgrade involves two update versions immediately. The Customer undertakes not to carry out training of the Software to (new) employees on its own. For this, DATALINE explicitly refers to a separate TTT Agreement to be concluded and to be signed in advance.

7.2. Customer Support: During the term of the Service Contract and subject to correct payment of service invoices, the Customer is entitled to support of the Software, as clearly stated on each Agreement. This does not include education, training, on-site Interventions and mileage reimbursement.

7.3. The Implementation provided on the Agreement can be scheduled and included up to 14 months after Day of Activation, unless otherwise specified in the Special Conditions on the Agreement. The customer may claim invoiced services up to 24 months after the invoice date.

8 Prices, Invoices and Payment.

8.1. Unless otherwise indicated, all prices and other amounts are on a monthly basis and in Euros exclusive of VAT and any other taxes, charges and travel costs. All additional or local charges, fines, taxes, import duties, levies and duties payable by DATALINE in connection with the possession or use of the Software shall be borne by the Customer and DATALINE shall never be liable in this respect.

8.2. Unless otherwise expressly stated in the Order Form, prices do not include the costs of Installation, commissioning and any transportation or other costs associated with the Software. These costs shall be paid according to the then current rates.

8.3. The Customer accepts the use of pro forma invoices and electronic billing if DATALINE prefers. After payment of the pro forma invoice, the Customer will receive the original invoice.

8.4. All invoices must be paid no later than ten (10) business days after invoice date unless otherwise stated on the invoice or agreement. In case of late payment, DATALINE is due a late payment interest equal to the legal interest rate plus 3 (three) %. In addition, a lump sum compensation of ten (10) % on the outstanding amount with a minimum of 250.00 € is due in addition. This late payment interest and compensation shall be due ipso jure from the due date of the invoices and without prior notice of default.

8.5. Price increases: DATALINE is entitled to adjust its prices annually according to the evolution of cost price elements, the harmonised inflation (HICP). A written notification to the Customer is sufficient for this purpose.

8.6. Payment without reservation of an invoice or part of an invoice implies acceptance of the entire invoice and performance.

8.7. An invoice may only be protested by registered letter within a period of fifteen (15) calendar days from the invoice date. After the expiry of this period, the Customer shall be deemed to have accepted the invoice.

8.8. Without DATALINE's prior written consent, the Customer may withhold or set off payments against counterclaims only to the extent that the Customer's counterclaims are undisputed or have been finally determined to be legally valid by a court with jurisdiction over the Parties.

8.9. The billing and payment of the Implementation budget is spread over the period of the number of anticipated months between Day of Activation and Go-live and this with a maximum of 8 months. DATALINE has the right to charge the full training budget regardless of whether the training(s) were effectively scheduled.

9 Data Protection and Confidential Information

9.1. To the extent that the Software involves personal data, i.e. data protected under applicable data protection laws, the parties agree as follows: (a) The parties shall comply with applicable data protection laws; (b) With respect to DATALINE, unless otherwise agreed, the Customer shall act as data controller with respect to the Software, which means that the Customer shall determine the purpose and means for the respective data processing. This applies regardless of whether the Client acts for itself or for others. Either way, the Customer is the Data Controller with respect to DATALINE and within this role, the Customer is responsible for, and shall always ensure that the processing complies with applicable data protection laws. In particular, this applies to the permissibility of the collection and use of the data; (c) If required by applicable data protection legislation, the Parties shall enter into a separate written agreement regarding the processing of personal data; (d) The Customer authorizes DATALINE exclusively, irrevocably, worldwide and free of charge, to use anonymous data for the development and improvement of its Software. (e) The Customer guarantees that it will comply with all relevant data protection obligations, in particular the general data protection principles, including but not limited to transparency and information, purpose limitation, data minimization and lawfulness of processing. 

9.2. Each Party shall keep confidential all information and personal data (e.g., software, documents, other information of any kind) that is legally protected, contains trade or business secrets, is designated or reasonably noticeable as proprietary information (collectively, "Confidential Information"), disclosed by the other Party to the Receiving Party or otherwise becomes known to the Receiving Party during the conclusion or performance of the Agreement, and each Party shall use it only for contractual tasks.

9.3. The parties shall not disclose Confidential Information to third parties, except disclosure to representatives, employees and other deputies, consultants and subcontractors of a party, if they are bound by an equivalent obligation of confidentiality and the disclosure is necessary for the performance of the Agreement.

9.4. This confidentiality obligation shall remain in effect for five (5) years after termination of the Agreement.

9.5. The obligation of confidentiality shall not apply to such information that (a) is generally known; or (b) of which a party becomes aware through a third party who does not thereby breach an obligation of confidentiality to the other party; or (c) if required by law. In such cases, a party is obliged to immediately notify the other party so that it may take the necessary measures against disclosure. The Parties hereby give their irrevocable consent to a respective transfer of such confidential information.

9.6. The confidentiality obligation shall not apply to DATALINE with respect to anonymous data used for the improvement and development of its Software and with respect to information demonstrably generated or obtained by DATALINE in the course of its own work. In order to be able to improve the user efficiency of the Software as well as to further improve, commercialize and avoid anomalies in the Software, the Customer authorizes DATALINE to process and interpret monthly usage statistics of its Software.

9.7. DATALINE may communicate about Customer as its client and may use Customer's name, logo and trademarks in that capacity for commercial purposes.

10 Warranties

10.1. Performance Guarantee. DATALINE warrants to Customer that, in accordance with applicable industry standards, it will maintain the Software in a manner that minimizes errors and Defects in the Software (the "Performance Guarantee"). DATALINE further warrants to the Customer that the services to be provided by it will be performed in a professional and competent manner, in accordance with generally accepted industry standards.

10.2. Warranty exclusions. The foregoing warranties do not apply to errors or Defects in the DATALINE Software resulting in whole or in part from: (a) Customer's use of the Software in a manner inconsistent with the terms herein, including but not limited to any use of the Software in violation of applicable law or additional third party terms and conditions; (b) modification of the Software by or on behalf of Customer itself or through a third party without DATALINE's express, prior, written consent; (c) Customer's Data; (d) Customer's use of third-party applications, portions of applications, products, or services; (e) facts beyond DATALINE's control or resulting from external cyber-attacks or inadequate cyber-security.

10.3. Warranty Policy. The Customer shall give DATALINE registered notice of the Defect in the Software without undue delay and in no event later than 48 hours from the time the circumstance giving rise to the claim first occurred. Provided that Customer notifies DATALINE within this period and provides reasonable evidence of the Defect, DATALINE will correct the Defect at no additional charge. If DATALINE is unable to reperform or correct the nonconforming Software within a reasonable time, Customer shall be entitled to a reduction in fees commensurate with the Defect (and shall be entitled to a refund of advance payments in excess of the adjusted fees). The foregoing is the Customer's sole remedy in the event of breach of the aforementioned limited performance guarantee. Other reductions in the quality of the Software and services to be provided by DATALINE shall be remedied only in accordance with any Service Level Agreement entered into separately between the parties.

10.4. The Customer acknowledges that (i) the Software is a standard product and has not been developed to meet the individual needs of the Customer nor is it suitable for any particular purpose; (ii) the Software provided by DATALINE is provided "as is" without any warranty except as set forth in these General Terms and Conditions; and (iii) the Software is not intended for use with life-critical or security-critical systems.

11 Liability

11.1. Except to the extent prohibited by applicable law, DATALINE shall not be liable to Customer for any (a) lost profits or revenues, loss of data or for any indirect, special, incidental, exemplary, consequential, coverage or punitive damages howsoever caused, whether in contract, tort or under any other theory of liability, (b) for errors or interruption of use, or cost of procurement of replacement goods, services or technology, or loss of business or data, or (c) for amounts in excess of the cumulative fees billed to Customer by DATALINE in the six (6) months preceding the occurrence of the claim. Prior stated limitation of liability shall not apply to (i) Customer's payment obligations, (ii) fraud, or abuse by any party; (iii) negligence resulting in death or personal injury or (iv) any matter for which liability may not be excluded or limited under applicable law. The parties acknowledge that the amount of fees payable by Customer to DATALINE under this Agreement reflects the allocation of risk set forth in this Agreement and that DATALINE would not have entered into this Agreement without the limitations on its liability set forth in this paragraph. These limitations of liability apply even if contractual remedies miss their essential purpose.

11.2. All references to a party in this Article shall be treated as including all employees, (independent) subcontractors and suppliers of that party and their respective affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set forth in this Article.

12 Intellectual Property

12.1. DATALINE is and shall remain the sole owner of all copyright and other intellectual property rights relating to the Software, services, software, videos and all documents, advice, reports, slides, drawings and photographs made available to Customer by DATALINE.
‍In consequence, the licenses made available to the Customer only imply the right to use the Software against payment and according to the provisions of the End User License Agreement (EULA). No implied licenses are granted under this Agreement. Under no circumstances shall any agreement with the Customer (a) constitute a transfer of proprietary rights in the Software by DATALINE to the Customer; (b) grant the Customer any right to (the use of) DATALINE's services, trade names, brand names, and/or trademarks; (c) grant the Customer the right to request DATALINE to provide or deliver to the Customer a copy of any source codes, software, or other resources used by DATALINE.

12.2. Without prejudice to the right of Customer or any third party to challenge the validity of any DATALINE intellectual property, Customer shall not take, nor permit any third party to take, any action that might invalidate or challenge DATALINE's intellectual property. Further, the Customer shall also not omit anything, nor allow a third party to omit anything that would have the same effect.

12.3. The Customer undertakes to inform DATALINE of any actual, threatened or suspected infringement of any DATALINE intellectual property right of which it would become aware, as well as of any claim by a third party as a result of the use of the Software or services.

12.4. Upon termination of this Agreement, the Customer shall, within 30 days, destroy all copies of the Software by irretrievably erasing the relevant data carriers and/or memories, as well as provide proof thereof to DATALINE, or hand over those data carriers and/or memories to DATALINE free of charge.

13 Duration and termination

13.1. Unless otherwise specified in writing in the Agreement or Special Terms, the minimum duration of the Agreement is 36 months (the Initial Term) which commences the Day of Activation and can never be terminated during the Initial Term. Upon further expansion and addition of Modules, the duration of all commitments made by the Customer is extended again by the Initial Term.

13.2. After the expiry of the Initial Term and unless one of the Parties cancels the Agreement by registered letter to the other Party at the latest 3 months before the expiration date, the Agreement will be automatically extended until December 31 and thereafter adjusted to an Agreement of 12 months which will run from January 1 to December 31 whereby each Party has the right to terminate the Agreement subject to giving prior notice at the latest 3 months before the Anniversary of the Activation by registered letter. 

13.3. Furthermore, DATALINE may, without prejudice to its right to damages, terminate or cease all or part of the Agreement for good cause, without notice. Good cause includes, but is not limited to (a) if the Customer has provided incorrect information about its financial situation that was material to DATALINE's decision to enter into the Agreement, or (b) if the Customer's financial situation deteriorates or threatens to deteriorate to such an extent that performance of the obligations is jeopardized.

14 Security

14.1. DATALINE always has the right to have the Agreement concluded by the Customer and resulting billing done by an external partner. A written notification on behalf of DATALINE shall suffice for this purpose, after which the Customer shall pay the invoicing in respect of the external partner until such time as DATALINE does not revoke this arrangement.

14.2. As soon as DATALINE, in its sole discretion, suspects that the Customer is inadequate or unable to fulfill its payment obligations, DATALINE shall be entitled to suspend its services and its permitted use of the Software ("access suspension") until such time as the Customer has not provided additional securities and payment guarantees with respect to DATALINE. These may include a director's or third party's surety, bank guarantee, surety bond or pledge. However, DATALINE will not exercise this right until two (2) weeks after DATALINE notifies the Customer of the impending access suspension unless the Customer gives rise to an immediate contract termination as stated under Article 13.

15 EoL/EoS

15.1. DATALINE shall always have the right to place the Software it has delivered or any part thereof on End of Life (EoL) or End of Service (EoS) subject to 12 months' prior written notice. In such case, if the Customer does not terminate the Agreement according to the termination options provided under Article 13 or does not switch to the Software proposed by DATALINE as an alternative, DATALINE has the right to automatically place the Customer on a contingency agreement. This means that the Customer can continue to use the Software which is EoL or EoS under the contingency agreement terms but DATALINE will no longer provide maintenance, new functionalities, assurances or updates on the relevant Software.

16 Miscellaneous

16.1. Objections - Objections or comments about the deliveries or the performance of the Agreement in general with the exception of Defects, must reach DATALINE in writing within eight (8) business days of delivery, or the determination of the defect, under penalty of inadmissibility. If the objections are timely and justified, DATALINE shall make every effort to make a free repair or new delivery within a reasonable period. This does not entitle the Customer to any compensation or damages. 

16.2. Force majeure - DATALINE is in no way liable for force majeure situations. Force majeure is to be understood as any circumstance beyond DATALINE's control that is of such a nature that compliance with the Agreement cannot reasonably be required (non-attributable failure to perform). Force majeure includes: war, riots and hostilities of any kind, blockade, boycott, natural disasters, epidemics, lack of employees, malware, hindrance and interruption of transport possibilities, sudden death, company disturbances, import and export restrictions or bans, impediments caused by measures, laws or decisions of international, national and regional (governmental) authorities.

16.3. Nullity - The nullity or invalidity of any specific provision of the Contract Terms shall not result in the nullity of the entire Agreement. The invalid provision shall be replaced by mutual agreement of the parties by a valid provision of the same scope.

17 Applicable law

17.1. This Agreement shall be exclusively governed by and construed in accordance with Belgian law. The Parties shall make good faith efforts to amicably resolve any disputes, disagreements or claims arising out of or related to the Agreement. If no settlement is reached, any dispute shall be settled exclusively by the courts where Dataline Holding has its registered office.