Article 1. Contracted services

The General Terms and Conditions (GTC) shall apply to the delivery by IP Nexia of all Telecommunication, Information Technology, Consulting and/or Professional services, support, and functions as further described in Service Schedules and/or Customer Orders that may be proposed and approved by the parties. The services and functions described in any Service Schedules and/or Customer Orders are hereafter referred to as the "Services", as well as to the negotiations, offers and order confirmations which are connected with or referring to this.

Absent the execution of a Service Schedule and/or Customer Order, this document does not, in and of itself, represent a commitment by Customer to receive any Services from IP Nexia or pay IP Nexia any fees.

Article 2. Definitions

2.1 Access codes: each code or number supplied to the Customer by IP Nexia to access the IP Nexia services.

2.2 Affiliate: with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and the term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of a majority of voting securities, by contract or otherwise (other than via the use of veto or consent rights).

2.3 Agreement: the overall contractual relation between IP Nexia and Customer for all the services defined by the GTC, Service Schedules, Customer Orders in place and, if applicable, the Specific Conditions annex.

2.4 Connection Notice: a written notice from IP Nexia that the Service ordered has been installed by IP Nexia pursuant to the Customer Order, and has been tested and is functioning properly.

2.5 Consumer: any natural person who uses or requests Services from IP Nexia for purposes which are outside of a commercial, industrial or liberal activity.

2.6 Customer: the contractor for all services concluded with IP Nexia.

2.7 Customer Order: a legal binding request for Service submitted by Customer in the form designated by IP Nexia. Any Customer Order is subject to the IP Nexia General Terms and Conditions and the relevant Service Schedules.

2.8 Customer Portal: a secure website or application for which customer will receive a username and password and on which e-services, reporting and service documentation is made available.

2.9 Customer Premises: the location or locations occupied by Customer or its end users to which Service is delivered.

2.10 Data Protection Legislation: the General Data Protection Regulation 2016/679 together with the equivalent legislation of any other applicable jurisdiction and all other applicable law, regulations and codes of conduct in any relevant jurisdiction relating to the processing of personal data and privacy including the guidance and codes of practice issued by a relevant regulator.

2.11 Equipment: all equipment, systems, cabling, and installation by which the Customer has access to the IP Nexia services or is able to use these services.

2.12 Excused Outage: any outage, unavailability, delay or other degradation of Service related to, associated with or caused by scheduled maintenance (as described in Section 3.8 hereof), actions or inactions of Customer or its end users, Customer-provided power or equipment or an event of force majeure as defined in Section 8.1.

2.13 Facilities: any property owned, licensed or leased by IP Nexia or any of its Affiliates and used to deliver Service, including terminal and other equipment, conduit, fibre optic cable, optronics, wires, lines, ports, routers, switches, channel service units, data service units, cabinets, racks, private rooms and the like.

2.14 General Terms and Conditions (GTC): the terms and conditions defined in this document and applicable for any service contracted between IP Nexia and a Customer unless otherwise expressly provided for in any other document binding upon the parties.

2.15 IP Nexia: IP Nexia N.V./S.A. with trade registration number 0462900331 in the Belgian Crossroads Bank for Enterprises.

2.16 IP Nexia POP (Point of Presence): data centre space owned or leased by IP Nexia or any of its Affiliates for the purpose of, among other things, locating and colocating communications equipment.

2.17 Losses: all direct losses, costs, claims, demands, actions, proceedings, fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or professional costs and/or charges, arrears of remuneration, excluding any indirect, wilful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of a Party or any third party arising out of the Agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if a Party would have been advised of the possibility of such losses.

2.18 Service(s): any IP Nexia service(s) described in a Service Schedule and identified on a particular line item of a Customer Order.

2.19 Service Commencement Date / Actual activation date: the first to occur of:

1. the date set forth in any Connection Notice, unless Customer notifies IP Nexia that the Service is not functioning properly as provided in Section 4.1 (or, if two or more Services are designated as "bundled" or as having a "sibling relationship" in any Customer Order, the date set forth in the Connection Notice for all such Services);
2. the date Customer begins using the Service;
3. the date on which the Customer receives the login and password to gain access to the IP Nexia Services.

2.20 Service Levels: the specific remedies IP Nexia provides regarding installation and performance of Service as set forth in the particular Service Schedule respecting the applicable Service.

2.21 Service Schedule: a schedule setting forth terms and conditions specific to a particular Service, Facilities or other tools made available by IP Nexia. Any Customer Order will refer to a "Service Schedule".

2.22 Service Term: the duration of time (measured starting on the Service Commencement Date) for which Service is ordered, as specified in the Customer Order. If not explicitly defined in the relevant Customer Order or related Service Schedule(s) the Service Term shall be concluded for the period specified in article 5.1(C) and (D) of the present General Terms and Conditions.

2.23 Specific Conditions annex: the Annex: Specific Conditions for Consumers and Customers with a maximum of 9 workers.

2.24 Tariffs: the commercial prices mentioned in the Service Schedules or Customer Orders and their annexes.

2.25 Writing / written: registered letter, or an e-mail with receipt.

Article 3. Delivery of service

3.1 Submission of Customer Order(s)

To order any Service, Customer must submit to IP Nexia a Customer Order requesting Service. The Customer Order and its backup detail must include a description of the Service, the non-recurring charges and monthly recurring charges for Service and the applicable Service Term.

3.2 Acceptance by IP Nexia

Upon receipt of a Customer Order, if IP Nexia determines to accept the Customer Order, IP Nexia will deliver a counter-signed Customer Order copy for the requested Service. IP Nexia will become liable to deliver any ordered Service only if IP Nexia has delivered a counter-signed Customer Order copy for the particular Service.

3.3 Credit Approval and Deposits

Customer will provide IP Nexia with credit information as requested, and delivery of Service is subject to credit approval. IP Nexia may require Customer to make a deposit or deliver another form of security as a condition to:

1. IP Nexia's acceptance of any Customer Order;
2. IP Nexia's continuation of any usage-based Service;
3. IP Nexia's continuation of any non-usage-based Service only in the event that (i) Customer fails to make payment to IP Nexia of any undisputed amount when due, or (ii) Customer has a material, negative change in financial condition (as determined by IP Nexia in its reasonable discretion).

Any deposit will be limited to three (3) months' estimated charges for Service and will be due upon IP Nexia's written request. Any deposit will be held by IP Nexia as security for payment of Customer's charges. When Service to Customer is terminated, the amount of the deposit will be credited to Customer's account and any remaining credit balance will be refunded as soon as the Customer has paid all outstanding invoices or set-off against outstanding debts.

3.4 Customer Premises

Customer shall allow IP Nexia access to the Customer Premises to the extent reasonably determined by IP Nexia for the installation, inspection and scheduled or emergency maintenance of Facilities and Equipment relating to the Service. IP Nexia shall notify Customer at least two (2) business days in advance of any regularly scheduled maintenance that will require access to the Customer Premises.

Customer will be responsible for providing and maintaining, at its own expense, the level of power, heating and air conditioning necessary to maintain the proper environment for the Facilities (e.g. equipment) on the Customer Premises. In the event Customer fails to do so, Customer shall reimburse IP Nexia for the actual and reasonable cost of repairing or replacing any Facilities or Equipment damaged or destroyed as a result of Customer's failure. Customer will provide a safe place to work and comply with all laws and regulations regarding the working conditions on the Customer Premises.

3.5 IP Nexia Equipment or other Facilities

Except as otherwise agreed, property and title to all Equipment or other facilities shall remain with IP Nexia. In case of bankruptcy, the Customer will confirm the receiver of IP Nexia's property rights. IP Nexia will provide and maintain the Equipment or other facilities in good working order.

Customer shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with any Equipment or other facilities, without the prior written consent of IP Nexia. The Equipment or other facilities shall not be used for any purpose other than that for which IP Nexia provides them. Customer shall not take any action that causes the imposition of any lien or encumbrance on the Equipment or other facilities.

In no event will IP Nexia be liable to Customer or any other person for interruption of Service or for any other loss, cost or damage caused by or related to improper use or maintenance of the Equipment or other facilities by Customer or any third party gaining access to the Equipment or other facilities through Customer in violation of this Agreement, and Customer shall reimburse IP Nexia for any damages incurred as a result thereof.

Customer agrees (which agreement shall survive the expiration, termination or cancellation of any Customer Order) to allow IP Nexia to remove the Equipment or other facilities from the Customer Premises:

1. after termination, expiration or cancellation of the Service Term of any Service in connection with which the Equipment or other Facilities were used;
2. for repair, replacement or otherwise as IP Nexia may determine is necessary or desirable, but IP Nexia will use reasonable efforts to minimize disruptions to the Service caused thereby.

3.6 Restitution of the Equipment

Within 8 days after the end of a contract or after the cancellation of a contract, the Customer has to hold the Equipment delivered by IP Nexia at the disposal of IP Nexia. By disposal one has to understand that the Customer is obliged to deliver, against receipt, all the Equipment IP Nexia has handed to the Customer to the head office of IP Nexia on a business day between 8.30 AM and 5.30 PM, or the Customer needs to request IP Nexia in writing by means of a registered letter to pick up the Equipment between 8.30 AM and 5.30 PM at the address indicated in the letter. This request needs to be made to IP Nexia at the latest on the 5th day of the 8 days mentioned above.

If the Customer fails to do so, he will be legally obliged to pay a fixed charge as damage fee for non-restitution of the Equipment of 50 € per day, without any prejudice and without diminishing the right to claim other damage fees and interest until the Equipment is made available to IP Nexia under the above definitions.

3.7 Customer-Provided Equipment

IP Nexia may install certain Customer-provided communications equipment upon installation of Service, but IP Nexia shall not be responsible for the operation or maintenance of any Customer-provided communication equipment. IP Nexia undertakes no obligations and accepts no liability for the configuration, management, performance or any other issue relating to any Customer-provided equipment used for access to or the exchange of traffic in connection with the Service.

3.8 Scheduled Maintenance

Scheduled maintenance of the IP Nexia network will normally not result in Service interruption or outage. However, in the event scheduled maintenance should require a Service interruption or excused outage, IP Nexia will exercise commercially reasonable efforts to:

1. provide Customer with seven (7) days' prior written notice of such scheduled maintenance;
2. work with Customer in good faith to attempt to minimize any disruption in Customer's services that may be caused by such scheduled maintenance;
3. perform such scheduled maintenance during the non-peak hours.

3.9 Access codes

All access codes allocated to Customer are personal and confidential. Customer is responsible for the safekeeping of their confidentiality. Customer will inform IP Nexia immediately in writing if it suspects that a third party is using its access codes without authorization.

Customer is fully responsible for the use of its telephone, mobile or data line(s) and/or secret user code(s), as well as for the usage of its telephone, mobile or data line(s) and/or access code(s) by third parties with or without its consent. It is explicitly agreed between Parties that Customer is fully responsible for the access code(s) and the usage of the code(s).

Customer shall pay for the performance of the Service, including performance made after the request for cancellation of the access code(s) or after having reported the loss of the access code(s) up until the time of registration of the cancellation. Customer will pay the Service used in full according to the monthly invoice, regardless of whether Customer has used the Service itself or not. Customer will also make sure that no one uses or tries to use the access code(s) after the termination of the Agreement.

Article 4. Billing and payment

4.1 Commencement of Billing

Upon installation and testing of the Service ordered in any Customer Order, IP Nexia will deliver to Customer a Connection Notice. Upon receipt of the Connection Notice, Customer shall have a period of seventy-two (72) hours to confirm that the Service has been installed and is properly functioning.

Unless Customer delivers written notice to IP Nexia within such seventy-two (72) hour period that the Service is not installed in accordance with the Customer Order and functioning properly, billing shall commence on the applicable Service Commencement Date, regardless of whether Customer has procured services from other carriers needed to operate the Service, and regardless of whether Customer is otherwise prepared to accept delivery of ordered Service. In the event that Customer notifies IP Nexia within the time period stated above that the Service is not installed and functioning properly, then IP Nexia shall correct any deficiencies in the Service and deliver a new Connection Notice to Customer, after which the process stated herein shall be repeated.

4.2 Charges

The Customer Order will set forth the applicable non-recurring charges, usage-based charges and recurring charges for the Service, which charges shall be consistent with any fees or pricing terms that may be specifically set forth on the applicable Service Schedule for such Service.

Unless otherwise expressly specified in the Customer Order, any non-recurring charges shall be invoiced by IP Nexia to Customer upon the Service Commencement Date. However, in the event such Service requires IP Nexia to install or construct additional Facilities in the provision of the Service, such Customer Order may specify non-recurring charges that are payable by Customer in advance of the Service Commencement Date, as mutually agreed between the parties and specified in the Customer Order.

If Customer requests and IP Nexia approves (in its sole discretion) any changes to the Customer Order or Service after acceptance by IP Nexia, including, without limitation, the Customer-requested date for delivery of Service or Service Commencement Date, additional non-recurring charges and/or monthly recurring charges not otherwise set forth in the Customer Order may apply provided all such fees are pre-approved by Customer.

4.3 Billing

Invoices are generated monthly and by default shipped digitally (e-billing) unless otherwise agreed. IP Nexia has the right to bill in advance for Service to be provided during the upcoming month, except for charges that are dependent upon usage of Service, which are billed in arrears or if otherwise defined in the Service Schedule or Customer Order. Partial months will be invoiced on a pro-rata basis of a calendar month unless otherwise defined in the Service Schedule or Customer Order.

4.4 Payment of invoices

The Customer has to pay the invoice by direct debit at the latest twenty (20) days after invoice creation. In case no direct debit would be possible, the customer will have to pay the invoice by bank transfer at the latest ten (10) days after invoice creation. If Customer pays through bank transfer, it will use the acceptance giro (OGM) to allow prompt allocation of the transfer. Failing such, an administrative cost of 10 euros may be charged by IP Nexia.

If Customer has not settled the invoice on its due date, IP Nexia may remind the Customer in writing at any time of the expiry of the invoice due date and invite the Customer to make payment of the amount claimed. A default payment interest will be charged at the statutory interest rate.

The first written reminder is free of charge. The additional cost for subsequent written reminders is 10 euros. The amounts charged for the reminders can be invoiced on the invoice following the period for which the reminder has been sent (amounts excluding VAT). If after multiple reminders the customer has still not paid all outstanding amounts, then extra measures and charges can be added as described further in Sections 4.8 and 5.3 of this GTC.

4.5 Taxes and Fees

All charges for Service are exclusive of applicable taxes. All applicable taxes will be added to the invoices as legally required.

4.6 Disputed Invoices

If Customer reasonably disputes any portion of an IP Nexia invoice, Customer must pay the undisputed portion of the invoice and submit written notice of the claim (with sufficient detail of the nature of the claim, the amount and invoices in dispute and information necessary to identify the Service(s) concerned by the disputed amount). All claims must be submitted to IP Nexia in writing within fifteen (15) days from the date of the invoice for those Services. Any charges not disputed within such fifteen (15) day period are deemed to be accepted by the Customer. In the event that the dispute is resolved against Customer, Customer shall pay such amounts plus interest at the rate referenced in Section 4.4.

4.7 Termination Charges in case of termination by the Customer

Customer may terminate a Service prior to the end of the initial Service Term upon 90 days' prior written notice to IP Nexia (with sufficient detail necessary to identify the Service concerned) or, if the Service Term of a Customer has been tacitly renewed after the initial Service Term, Customer may terminate a Service prior to the end of the renewed Service Term upon 30 days' prior written notice to IP Nexia.

In the event that, prior to the end of the Service Term, Customer terminates Service, Customer shall pay IP Nexia termination charges equal to the sum of:

1. all unpaid amounts for Service provided through the date of termination;
2. the non-recurring charges for any cancelled Service, if not already paid;
3. the monthly recurring charges for the terminated Service(s) that would have been incurred calculated from the effective date of termination up to the end of the Service Term;
4. The Customer who has received a Product, free of charge or at a lower price, and whose acquisition was linked to the subscription to a fixed-term Contract will be liable for an additional compensation. This compensation is equal to the amount remaining due according to the amortisation table communicated to the Customer on the date the Contract comes into force, and which represents the residual value of the product for each month of the term of the Contract.

The parties acknowledge that the cancellation or termination charges set forth in this Section are a genuine estimate of the actual damages that IP Nexia will suffer and are not a penalty.

4.8 Termination Charges in case of Termination due to breach or default by the Customer

In the event that delivery of Service is terminated as the result of an uncured default by Customer, failing to comply with his obligations, pursuant to Section 5.3 of this GTC, Customer shall pay IP Nexia:

1. all unpaid amounts for Services provided through the date of termination;
2. the non-recurring charges for any cancelled Services, if not already paid.

This amount may be increased with administrative charges and damages for all loss, damage, costs or expenses incurred by IP Nexia as a result of the fault of the Customer or his employees, including, but not limited to, reasonable lawyer fees and legal expenses.

4.9 Fraudulent Use of Services

Customer is responsible for all charges attributable to Customer incurred respecting the Service. In the case of usage-based Services, Customer is responsible for all usage charges even if incurred as the result of fraudulent or unauthorized use of Service; except that Customer shall not be responsible for fraudulent or unauthorized use by IP Nexia or its employees.

4.10 Indexation

IP Nexia may review and adjust prices once a year, based on the consumer price index (using the formula: new price = old price × (current index / previous index)) without giving the right to the Customer to cancel the contract.

4.11 Change of tariffs

IP Nexia has the right to adapt or change the tariffs or tariff structure and undertakes to inform the Customer of such in writing or via publication on the e-services customer portal at the latest one month before the foreseeable change enters into force. Customers who do not accept the amendments to the Contract may terminate their Contract at no cost, at the latest 3 months after the notification except in the event that such amendment:

• is exclusively to the benefit of the Customer, is of a purely administrative nature and has no negative impact on the consumer;
• constitutes a direct application of the legislation or is a result thereof;
• relates to a price increase linked to the consumer price index referred to in section 4.10.

Article 5. Term and termination

5.1 Term

1. The Agreement between IP Nexia and Customer including the GTC, all Service Schedules and all Customer orders shall become effective on the day IP Nexia accepts Customer's order and shall continue for the duration agreed in the Services Schedule or the Customer's order ("Agreement Term").
2. IP Nexia shall deliver any Service ordered under the Agreement for the entire duration of the Service Term as defined in the Customer Orders or Service Schedules, and Customer shall pay all charges for delivery thereof through the end of the Service Term.
3. Unless specified differently in the Customer Order or the Service Schedule, the default Service term of any Customer Order is 24 months.
4. Unless specified differently in the Customer Order or the Service Schedule, then at each end of a Customer Order Service Term, the Customer Order Service Term will be prolonged automatically for a period of 12 months, except if the Service is terminated by registered letter 90 days prior to the end of the initial Service Term or at least 30 days prior to the end of a prolonged Service Term.

5.2 Information prior to the end of Service Term

At the latest one month before the tacit renewal of the Service Term, IP Nexia shall notify its Customers on a durable medium, in bold and prominent characters, of the end of the initial Service Term and the modalities for terminating the Agreement. IP Nexia shall also advise and inform its Customers on the best prices it offers for the Services.

5.3 Default By Customer

If:

1. Customer makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief;
2. an involuntary petition in bankruptcy or other insolvency protection against Customer is filed and not dismissed within sixty (60) days;
3. Customer fails to make any payment required hereunder when due, and such failure continues for a period of fifteen (15) days after written notice from IP Nexia;
4. Customer fails to observe and perform any material term of this Agreement (other than payment terms) and such failure continues for a period of thirty (30) days after written notice from IP Nexia;

then IP Nexia may:

1. terminate the Agreement and any Customer Order, in whole or in part, in which event IP Nexia shall have no further duties or obligations thereunder;
2. pursue any remedies IP Nexia may have under the Agreement, at law or in equity.

5.4 Default By IP Nexia

If:

1. IP Nexia makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or any petition or answer seeking, consenting to, or acquiescing in reorganization, arrangement, adjustment, composition, liquidation, dissolution or similar relief;
2. an involuntary petition in bankruptcy or other insolvency protection against IP Nexia is filed and not dismissed within sixty (60) days;
3. IP Nexia fails to observe and perform any material term of this Agreement and such failure continues for a period of thirty (30) days after written notice from Customer;

then Customer may:

1. terminate the Agreement and/or any customer order, in whole or in part, in which event Customer shall have no further duties or obligations thereunder;
2. pursue any remedies Customer may have under the Agreement, at law or in equity.

Article 6. Liabilities and indemnification

6.1 Disclaimer of Warranties

IP Nexia makes no warranties or representations express or implied, either in fact or by operation of law, statutory or otherwise, including warranties of merchantability or fitness for a particular use, except those expressly set forth in the Agreement or any applicable service schedule.

6.2 Indemnification

Subject to the provisions of this article 6, each Party agrees to compensate the other Party for Losses incurred or suffered by the other Party as a result of, arising out of or in connection with:

• its intentional or negligent acts or omissions, including of its officers, directors, employees, or agents in the performance of its duties and obligations under this Agreement;
• its failure to comply with any of the terms of this Agreement;
• its failure to comply with its obligations under any and all applicable Laws.

Other than for those Losses for which either Party cannot exclude or limit its liability in accordance with this article, each Party's indemnity obligation will be capped at an amount equal to the amount invoiced by IP Nexia to the Customer for 1 single month (excl. VAT). If the billing amount is variable, then a calculation will be made equal to the average of the monthly fees invoiced by IP Nexia to the Customer during the last 12 months (or, if the contract duration is inferior to 12 months, the monthly average). This indemnity is applicable per damage resulting from one or several concurring faults.

Nothing in this Agreement shall exclude or limit:

• either Party's liability for death or personal injury caused by its (or its agents' or sub-contractors') negligence;
• either Party's liability for fraud or wilful intent;
• either Party's liability that cannot, as a matter of law, be limited or excluded.

Article 7. Service levels and specifications

7.1 Service schedules

All service levels and specifications for a specific service delivered by IP Nexia to Customer are defined in the applicable service schedule to which the Customer Order will be referring and are part of the Agreement. The latest valid Service Schedules are published on the Customer Portal or can be obtained on simple request to IP Nexia by Customer.

7.2 Service Interruptions and Delivery

To report issues related to Service performance, Customer may contact IP Nexia Customer Service by calling the service desk numbers or using the Customer Portal e-services tools as published on www.ipnexia.com. In order for IP Nexia to investigate any reported issues, Customer agrees to provide IP Nexia with supporting information as reasonably requested by IP Nexia, and to the extent such information is available to Customer, which may include (as applicable), without limitation, circuit ID, circuit endpoint(s), IP address(es), originating phone number and terminating phone number.

7.3 Service Level Credits

In the event IP Nexia does not achieve a particular Service Level in a particular month, IP Nexia will issue a credit to Customer as set forth in the applicable Service Schedule upon Customer's request. IP Nexia's maintenance log and trouble ticketing systems will be used for calculating any Service Level events.

To request a credit, Customer must contact IP Nexia sales representative or deliver a written request (with sufficient detail necessary to identify the affected Service) pursuant to Section 8.4 within sixty (60) days of the end of the month for which a credit is requested. In no event shall the total amount of credits issued to Customer per month exceed the monthly recurring charges invoiced to Customer for the affected Service for that month.

7.4 Change of service levels and specifications

IP Nexia has the right to adapt or change the service levels or specifications on condition that this does not result in a material deterioration or an essential change in use by the Customer. The Customer is informed of the change in writing or via publication of a new Service Schedule on the e-services customer portal at the latest one month before the foreseeable change. If Customer can prove the change will result in a material deterioration or an essential negative change in use of the service, he has the right to cancel the contract without any penalty at the latest on the last day of the month following the month of the foreseen modifications.

7.5 Geographic nomadic numbers

The number of a customer calling the 100, 101, 102, 110 and 112 emergency services is automatically displayed to the latter even if the customer has restricted the display of his telephone number.

Geographic nomadic numbers can only be assigned if the holder of the number guarantees that the geographical service identity of this number corresponds to the address provided, both when the number is assigned and during the period that it is in use. It is essential that this address be clear and that it can be linked to the Customer based on objective data.

The customer assumes the following responsibilities when calls are routed to the emergency services:

• He shall ensure that the physical address of the telephone number from which the calls are made is the same as his actual address.
• He shall bear all risks linked to the nomadic use of the service for calls to the emergency services.
• He shall ensure that his telephone exchange supports IP Nexia's transmission of the caller's correct identity (number and postal code) to the emergency services.
• He shall assume full legal responsibility for the data he owns and maintains, since correct routing and transmission will depend on the accuracy of this data.

IP Nexia will ensure that the data provided by the customer's system is transmitted in a transparent way to the switchboard of the emergency services.

IP Nexia cannot under any circumstances be held responsible if the emergency services are sent to a wrong address, or for any ensuing direct and/or indirect damage if the customer fails to meet these obligations.

Article 8. General terms

8.1 Force Majeure

Neither Party shall be in default if the performance of any of its obligations under this Agreement is partly or wholly delayed or prevented by reason of an event (e.g. strike, lock-out or labour dispute, an act of God, war, fire, flood, civil rebellion, pandemic outbreak or terrorism, a cyberattack, etc.) that is beyond the control of the affected Party and not susceptible to being planned for or avoided by reasonably prudent persons or entities providing or operating a business similar in scale and scope to the affected Party ("Force Majeure").

Notice of a Force Majeure Event shall be given in writing by the affected Party to the other Party, as soon as it becomes aware of the occurrence and such notification is reasonably possible. The affected Party shall use all reasonable endeavours to prevent, avoid, overcome and mitigate the effects of a Force Majeure Event. Each Party shall bear all of its own claims, losses, damages, costs and expenses suffered or incurred due to such Force Majeure Event.

Customer shall not be liable to pay the Service which IP Nexia is unable to perform due to a Force Majeure Event. A Force Majeure Event shall not prevent or delay the payment of any undisputed sum due by either Party. If IP Nexia is prevented by force majeure from delivering the agreed Services entirely or partially, or if unforeseeable circumstances render the execution of the contract impossible, either Party has the right to terminate the contract entirely or partially within the month of the beginning of the force majeure or when the force majeure is invoked or when the unforeseeable circumstances take place, without any prejudice and without compensation.

8.2 Assignment and Resale

Except for an assignment to an Affiliate, neither party may assign its rights and obligations under this Agreement or any Customer Order or Service Schedule without the express prior written consent of the other party, which will not be unreasonably withheld. This Agreement shall apply to any permitted transferees or assignees. Notwithstanding any permitted assignment by Customer, Customer shall remain liable for the payment of all charges due under each Customer Order. Customer may resell the Service to third-party "end users" if Customer agrees to indemnify, defend and hold IP Nexia harmless from claims made against IP Nexia by such end users.

8.3 Affiliates

Service may be provided to Customer pursuant to this Agreement by an Affiliate of IP Nexia, including, without limitation, an Affiliate authorized to provide Service in a country other than the country within which this Agreement has been executed. If a Customer Order requires the delivery of Service in a jurisdiction where, in order for such Customer Order to be enforceable against the parties, additional terms must be added, then the parties shall incorporate such terms into the Customer Order (preserving, to the fullest extent possible, the terms of the GTC). Notwithstanding any provision of Service to Customer pursuant to the Agreement by an Affiliate of IP Nexia, IP Nexia shall remain responsible to Customer for the delivery and performance of the Service in accordance with the terms and conditions of the Agreement.

8.4 Notices

Notices shall be in writing and sufficient and received if delivered in person, or when sent via electronic mail or sent by Postal Service addressed as follows:

If to IP Nexia:

• By email: support@ipnexia.com
• By post: to the IP Nexia Registered Address on the Crossroads Bank for Enterprises and as also mentioned on the IP Nexia invoices (currently: IP Nexia, Lambroekstraat 5A, B-1831 Diegem (Machelen)).

If to Customer:

As provided by the customer to IP Nexia by means of the "customer information intake form" agreed between the parties or, when missing, to the Registered, billing or ebilling Address of the customer, or at such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance herewith.

All such notices shall be deemed to have been given on:

1. the date delivered if delivered personally;
2. the business day after dispatch if sent by overnight courier;
3. the third business day after posting if sent by Postal Service;
4. the date of transmission if delivered by electronic mail (or the business day after transmission if transmitted on a weekend or legal holiday).

Notwithstanding the foregoing, any notices delivered by IP Nexia to Customer in the normal course of provisioning of Service hereunder shall be deemed properly given if delivered via any of the methods described above or via electronic mail to the address listed on any Customer Order.

8.5 Fair Usage and Privacy Policies

A. Subject to Section 8.5(B) below, Customer's use of Service shall comply with IP Nexia's Fair Usage Policy clause(s) and Privacy Policy, as communicated in writing to Customer from time to time. IP Nexia will notify Customer of complaints received by IP Nexia regarding each incident of alleged violation of IP Nexia's Fair Usage Policy clause(s) by Customer or third parties that have gained access to the Service through Customer. Customer agrees that it will promptly investigate all such complaints and take all necessary actions to remedy any actual violations of IP Nexia's Fair Usage Policy clause(s). IP Nexia may identify to the complainant that Customer, or a third party that gained access to the Service through Customer, is investigating the complaint and may provide the complainant with the necessary information to contact Customer directly to resolve the complaint. Customer shall identify a representative for the purposes of receiving such communications.

B. In the event IP Nexia modifies its Fair Usage Policy clause(s) and/or Privacy Policy during the Service Term of any Service, IP Nexia will exercise commercially reasonable efforts to notify Customer in writing of such modification. In the event such modifications materially and adversely affect Customer's use of the Service, Customer may elect to continue to use the affected Service in compliance with the version of IP Nexia's Fair Usage Policy clause(s) and/or Privacy Policy (as applicable) that was in effect immediately prior to the new modifications by providing IP Nexia written notice of such material and adverse effects on the Service within five (5) business days of Customer's receipt of written notice from IP Nexia of such modifications. However, notwithstanding the foregoing, Customer shall not have such right of election as set forth in the foregoing sentence if such modification to the Fair Usage Policy clause(s) and/or Privacy Policy (as applicable) is necessary in order to respect mandatory law or to adequately protect IP Nexia's interests as a result of any changes in applicable law, regulation, decision, rule or order.

8.6 Data Protection

During the performance of this Agreement, it may be necessary for IP Nexia to transfer, process and store billing and utilization data and other data necessary for IP Nexia's operation of its network and for the performance of its obligations under this Agreement. IP Nexia commits to handle all personal data of the Customers as described in the Data Protection Legislation and in the Data Processing Agreement (see also on our website https://www.ipnexia.com/privacy-policy). The Data Processing Agreement is available at the following address (https://www.ipnexia.com/dpa). The Customer acknowledges having reviewed the Data Processing Agreement before accepting the offer.

8.7 Contents of Communications

IP Nexia shall have no liability or responsibility for the content of any communications transmitted via the Service (except for content solely created by IP Nexia), and Customer shall defend, indemnify and hold IP Nexia harmless from any and all claims (including claims by governmental entities seeking to impose penal sanctions) related to such content or for claims by third parties relating to Customer's use of Service.

IP Nexia provides only access to the Internet and other telecommunication networks. IP Nexia does not operate or control the information, services, opinions or other content of the Internet. Customer agrees that it shall make no claim whatsoever against IP Nexia relating to the content of the Internet or respecting any information, product, service or software ordered through or provided by virtue of the Internet.

8.8 Marks and Publicity

1. Neither party shall have the right to use the other party's or its Affiliates' trademarks, service marks or trade names without the prior written consent of the other party. The marks used in this Agreement are either registered service marks or service marks of IP Nexia, its Affiliates or third parties in Belgium and/or other countries.
2. Neither party shall issue any press release relating to any contractual relationship between IP Nexia and Customer, except as may be required by law or agreed between the parties in writing.

8.9 Non-Disclosure

Any information or documentation disclosed between the parties during the performance of this Agreement shall be subject to the terms and conditions of the applicable non-disclosure agreement then in effect between the parties. In case no non-disclosure agreement is in place, the parties will provide all necessary information and/or permissions to each other which are necessary for the supply of the Services. Parties will in no case communicate the information given to them to any third parties, neither during the execution of the contract nor after termination of the contract.

8.10 Hardship

Each party must perform its obligations even if performance has become more onerous, either because the cost of performance has increased, or because the value of the counter-performance has decreased. However, each Party may ask the other Party to renegotiate the contract with a view to adapting or terminating it when the following conditions are met:

1. a change in circumstances renders performance of the contract excessively onerous, such that it cannot reasonably be required;
2. this change was unforeseeable when the contract was concluded;
3. this change is not imputable to the Party at stake within the meaning of article 5.225 of the new Civil Code;
4. the debtor has not assumed this risk;
5. the law or the contract does not exclude this possibility.

The Parties continue to perform their obligations for the duration of the renegotiations. If renegotiations are refused or fail within a reasonable time, either Party may ask the judge to adapt the contract to bring it into line with what the parties would have reasonably agreed at the time the contract was concluded had they taken account of the changed circumstances, or to terminate the contract in whole or in part on a date which cannot be earlier than the changed circumstances and in accordance with the terms set by the judge.

8.11 Entire Agreement

The GTC, all Service Schedule(s), all Customer Order(s) and, if applicable, the Specific Conditions annex constitute the entire and final agreement and understanding between the parties.

8.12 Amendment

A Customer Order may only be modified or supplemented by an instrument in writing executed by a duly authorized representative of each party. Without limiting the generality of the foregoing, any handwritten changes to a Customer Order or any terms and conditions included in any Customer-provided purchase order shall be void unless acknowledged and approved in writing by a duly authorized representative of each party.

8.13 Order of Precedence

In the event of any conflict between the GTC and the terms and conditions of any Service Schedule and/or Customer Order, the order of precedence is as follows:

1. the Customer Order;
2. the Service Schedule;
3. the GTC.

8.14 Survival

The provisions of this Article 8 and Articles 4 and 6 and any other provisions of this Agreement that by their nature are meant to survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

8.15 Relationship of the Parties

The relationship between Customer and IP Nexia shall not be that of partners, agents, or joint venturers for one another, and nothing contained in the Agreement shall be deemed to constitute a partnership or agency agreement between them for any purposes, including, without limitation, for tax purposes.

8.16 No Waiver

No failure by either party to enforce any right(s) hereunder shall constitute a waiver of such right(s).

8.17 Severability or Invalidity of a clause

If any provision of the GTC, service schedules or customer order forms shall be declared invalid or unenforceable under applicable law, said provision shall be ineffective only to the extent of such declaration and such declaration shall not affect the remaining provisions of the Agreement between the parties. In the event that a material and fundamental provision of the Agreement between the parties is declared invalid or unenforceable under applicable law, the parties shall negotiate in good faith respecting an amendment hereto that would preserve, to the fullest extent possible, the economic balance as well as the respective rights and obligations imposed on each party under the Agreement as originally executed.

8.18 Joint Product

The parties acknowledge that the GTC, service schedules and customer order documents forming the Agreement between the parties is the joint work product of the parties. Accordingly, in the event of ambiguities in these documents, no inferences shall be drawn against either party on the basis of authorship of these documents.

8.19 Extension to employees

In case an extension of the agreement or parts of the agreement is made to the advantage of employees of the Customer, this extension will also be subject to the current GTC. The Customer commits to pay for the services used by the concerned employee(s) and shall be liable to IP Nexia for the respect by the employee of the agreement and the GTC. The Customer will inform IP Nexia immediately in writing of any circumstances when the access of the employee(s) to the network and to the services delivered as a result of the terms of the agreement between IP Nexia and the Customer, needs to be deactivated.

8.20 Change of GTC

IP Nexia has the right to adapt or change the GTC on condition that this does not result in an essential change for the Customer. Customer is informed of the change in writing or via publication of a new GTC on the e-services customer portal at the latest one month before the foreseeable change. If Customer can prove the change to the GTC will result in an essential negative change to the Agreement between IP Nexia and Customer, Customer has the right to cancel the Agreement without any penalty at the latest on the last day of the third month following the notification.

8.21 Language

An English, a French and a Dutch version of these General Terms and Conditions can be found on www.ipnexia.com. However, in case of differences or incoherence in the documents, the English version shall be the governing version.

8.22 Governing Law

Belgian law, excluding any referred rule, is applicable to all contracts. In case of dispute, the courts of Brussels are competent.

Annex A: Specific Conditions for Consumers and Customers with a maximum of 9 workers

Preamble

The purpose of this Annex is to define the Specific Conditions solely applicable to Consumers and Customers with a maximum of 9 workers, as defined and in accordance with the Law of 13 June 2005 on electronic communications ("Law on electronic communications").

The terms used in this Annex have the same meaning as the one given to them in the General Terms and Conditions (GTC) of IP Nexia.

This Annex shall only be used in combination with IP Nexia's GTC.

Article A1. Scope of application

The present Annex is solely applicable to Consumers and Customers that employ a maximum of 9 workers.

In accordance with the Law on electronic communications, as soon as a Customer employs more than 9 workers during two consecutive financial years (exercices comptables / boekjaren), the present Annex Specific Conditions will automatically cease to apply as of the following financial year.

For as long as the present Annex is applicable, articles A2.1 and A2.2 of this Annex respectively replace articles "4.7 Termination Charges" and "5.1 Term" of IP Nexia's GTC.

Article A2. Specific conditions

A2.1 Termination Charges.

1. Consumers and Customers that employ a maximum of 9 workers shall be able to terminate a Service prior to the end of the Service Term, without incurring any charges, if the termination occurs after the first contractual period of 6 months. In the event of early termination of the Service Term within the first 6 months of the contractual period, IP Nexia will charge the Consumer or Customer the fees still due until the end of the first contractual period of 6 months.
2. In the event that the delivery of Service is terminated by IP Nexia as the result of an uncured default by Consumer or Customer pursuant to Section 5.3 of the GTC, Consumer or Customer shall pay IP Nexia a termination charge equal to:
   1. all unpaid amounts for Services provided through the date of termination;
   2. the non-recurring charges for any cancelled Services, if not already paid.

A2.2 Term.

1. The Agreement between IP Nexia and Customer including the GTC, all Service Schedules and all Customer orders shall become effective on the day IP Nexia accepts Customer's order and shall continue for the duration agreed in the Services Schedule or the Customer's order ("Agreement Term").
2. IP Nexia shall deliver any Service ordered under the Agreement for the entire duration of the Service Term as defined in the Customer Orders or Service Schedules, and Customer shall pay all charges for delivery thereof through the end of the Service Term.
3. Unless specified differently in the Customer Order or the Service Schedule, the default Service term of any Customer Order is 24 months. The default Service term shall under no circumstances exceed 24 months.
4. Unless specified differently in the Customer Order or the Service Schedule, at the end of a Customer Order Service Term, the Customer Order Service Term will be prolonged automatically for a period of 12 months, unless the Service is terminated by registered letter 90 days prior to the end of the applicable Service Term.
5. Upon prolongation of the initial Service Term concluded with a Consumer or a Customer that employs a maximum of 9 workers, each party may terminate the Service at any time.
6. In the event of a transfer of the Services/Agreement to another operator, the Consumer and Customer that employs a maximum of 9 workers shall be able to terminate the Service at any time.

‍