STANDARD TERMS AND CONDITIONS OF SALE
version dated 23/12/2023

These General Terms and Conditions of Sale (“GTCS”) apply to all commercial quotations and sales made by Alpha Networks SA to existing or potential customers (the “Recipient”) unless specifically mentioned otherwise. If the recipient of such quotation refuses any or part of the content of these GTCS, they should inform Alpha Networks immediately in writing and should consider the quotation void and non-applicable until parties agree on such GTCS or any other related contractual agreement. Any additional terms and conditions of the Recipient shall only become part of the GTCS if and to the extent Alpha Networks has expressly agreed to their applicability in writing.

These GTCS shall only apply to transactions with business enterprises, public-law entities or special funds under public law.

1. A contract shall only be deemed concluded upon Alpha Networks’ acknowledgement of a formal purchase order.

2. Save as expressly agreed otherwise, Alpha Networks reserves any and all proprietary, copyright, patent and other industrial property rights and licenses or rights of use in any software, specimens, samples, cost estimates, drawings and similar information in material and immaterial form, also including electronic form, that Alpha Networks delivers or makes accessible to the Recipient before or after the conclusion of the contract; without Alpha Networks’ prior consent, such documents and/or the information they contain may neither be made available to any third party, nor be used or copied beyond the extent necessary for the performance of the contract. Alpha Networks agrees not to make any information and/or documents designated by the Recipient as confidential available to any third party without the Recipient’s prior consent.

3. Alpha Networks and the Recipient agree to maintain all material described in clause 2 confidential unless the material is publicly available without breach of a confidential obligation. For additional obligations regarding the confidentiality, parties refer to the non-disclosure agreement previously agreed between them.

4. The quotation is valid for a maximum of 30 calendar days starting from the date stipulated on the quotation, unless stated otherwise in the quotation. If the Recipient does not accept the quotation within this timeframe, Alpha Networks will have the right to modify its pricing, planning, adapt the scope of the services or no longer offer the services as a whole as described in the scope of work and/or the quotation.

5. Unless specified otherwise, all fees are in Euro and exclusive of VAT.

6. Payment terms are fixed at 30 days from invoice date. Upon acceptance of a quotation and except if otherwise previously agreed in writing by the parties, 60 % of the setup fee will be invoiced immediately. Delivery of services may not commence until the payment has been received.

7. Alpha Networks reserves the right to apply the legal interest in force at the time the invoice was issued in the event of late payment.

8. Alpha Networks reserves the right to suspend the services of the receiver in the event of non-payment for more than 60 days, until all outstanding amounts have been paid in full.

9. All prices are quoted ex works (Incoterms 2010). Prices are stated net of turnover tax and/or any other taxes such as sales tax or value-added tax, which shall be added at the applicable statutory rate. Prices quoted exclude traveling, lodging and any other expenses.

10. Alpha Networks is not responsible for damages to the Recipient caused by third parties.

11. Alpha Networks reserves the right to claim damages to the Recipient for any breach of these obligations contained in the GTCS.

12. Unless specifically mentioned in the quotation, Alpha Networks makes no guarantee on the delivery

date.

13. The Recipient understands that any change in scope after the date of the quotation could have a material impact on the cost of the setup and the overall quotation. Recipient also understands that any lack of clarity in the information provided to Alpha Networks for development of customization resulting in additional work will be charged to the Recipient at the rate provided in the quotation.

14. These GTCS will apply until such time as a formal contract has been signed between the Recipient and Alpha Networks. In such case, the formal agreement will fully replace these GTCS except if such agreement fails to cover these GTCS completely.

15. The minimum contract period is 3 years unless otherwise specified in the quotation document. At the end of the 3-year period, the contract will be renewed automatically on its anniversary date, for a period of one year, unless either party gives notice of its wish to terminate the contract at least 3 months before the expiry of the current period.

16. It is the responsibility of the Receiver to supply any information the Receiver needs to be included on the invoice (such as PO reference). If such information is not sent to Alpha Networks on time for invoicing, Alpha Networks reserves the right to invoice on due time, even in the absence of a purchaseorder from the Receiver.

17. The Recipient represents and warrants that it will not use the goods and services of Alpha Networks in a way that is in breach of such GTCS, unlawful, against public morale or in a way that violates international law.

18. Prices may be indexed annually on the basis of the Belgian consumer price index.

Warranty and claim

19. Alpha Networks’ liability shall be excluded in particular in the following cases: unsuitable or improper use of the software in a way contrary to the documentation. Hosting of the equipment supplied, if any, in a place that is not suitable, natural wear and tear, faulty or negligent treatment, improper maintenance, use of unsuitable supplies, defective construction work, unsuitable subsoil, chemical, electro-chemical or electrical influences.

20. Alpha Networks is responsible for delivering the content of the Statement of Work, detailed in the purchase order. Subject to acceptance, any bugs found after acceptance of the products shall be covered by the maintenance and support contract annexed to the formal agreement, on a best-efforts basis, unless otherwise agreed. A commercially launched project is deemed to be accepted by the Recipient even if some bugs remain afterwards.

Software

21. Upon agreement between parties, the Recipient is granted a non-exclusive, non-transferable, and irrevocable license during the term to use the supplied software including its documentation in order to provide services to end-users. The software is solely supplied for use according to the Statement of Work. The use of the software on more than one system shall not be permitted.

22. The Recipient may not modify the code or documentation or make any copy of it. The Recipient undertakes not to remove any manufacturer information, including but not limited to any copyright notice. The Recipient undertakes not to modify any such information, unless the Recipient has obtained Alpha Networks’ prior express consent to do so.

23. Any other rights in the software and the documentation thereof shall remain vested to Alpha Networks or its subcontractors. The Recipient may not grant any sublicenses.

24. The software also includes third party software, and the Recipient is responsible for observing and complying with all obligations of these licenses available on the respective websites of these suppliers and subcontractors.

Applicable Law, jurisdiction, and general provisions

25. The laws of Belgium govern these GTCS and by accepting the quotation you accept to the exclusive jurisdiction of the Belgian courts, in French, in all disputes arising out of your business relationship with Alpha Networks.

26. Alpha Networks reserves the right to change these conditions from time to time as it sees fit. Any change is deemed accepted by all Parties unless notified in a 30 days period after the new conditions have been communicated.

27. Any queries may be made to Alpha Networks SA registered in Belgium under reference 0897.605.732 by post to 9 Boulevard de France, 1420 Braine l'Alleud, Belgium; or by email to finance@alphanetworks.tv