Master Services Agreement

1.1. Application

This Master Services Agreement ("Agreement") governs Customer's access to and use of the CloudCost Lite platform ("Service").

1.2. B2B Exclusivity

The Service is strictly a business-to-business (B2B) offering. Customer represents and warrants that it is purchasing the Service for professional purposes only and not as a "consumer" as defined in the Belgian Code of Economic Law (CEL).

1.3. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter. This Agreement expressly excludes the application of any general terms and conditions of purchase of the Customer, even if such terms and conditions are referenced in a purchase order or other document.

2.1. License Grant

Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the Term solely for Customer's internal business operations.

2.2. Prohibited Uses

Customer shall not:

• license, sell, rent, or lease the Service to any third party;
• use the Service to build a competitive product or service; or
• reverse engineer, decompile, or disassemble the Service, except to the extent such restriction is expressly prohibited by applicable law.

3.1. Provider IP

Provider retains all right, title, and interest in and to the Service, including all related intellectual property rights.

3.2. Customer Data

Customer retains all ownership rights in the data provided by it to the Service ("Customer Data").

3.3. Aggregated Data

Customer grants Provider a perpetual, worldwide, non-exclusive, royalty-free license to use, modify, and aggregate Customer Data derived from the use of the Service to create statistical analyses and benchmarking data ("Aggregated Data"), provided such Aggregated Data is anonymized and does not identify Customer or any individual. Provider retains all ownership rights in such Aggregated Data.

3.4. Feedback

Customer grants Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer relating to the operation of the Service.

4.1. Term

The initial term of this Agreement is specified in the applicable Order Form or subscription plan ("Initial Term").

4.2. Tacit Renewal (B2B Act Compliance)

4.3. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• commits a material breach and fails to cure such breach within thirty (30) days of notice; or
• becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

5.1. Fees

Customer shall pay all fees specified in the Order Form ("Fees"). Except as otherwise specified herein, payment obligations are non-cancellable and fees paid are non-refundable.

5.2. Invoicing

Invoices are payable within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate specified in the Belgian Act on Combating Late Payment in Commercial Transactions (2002), plus a fixed compensation for recovery costs of 10% of the overdue amount (with a minimum of €125.00).

5.3. Electronic Invoicing

Customer expressly agrees to receive invoices in electronic format (including structured XML/UBL formats via the PEPPOL network where applicable) and waives the right to receive paper invoices, in accordance with applicable VAT legislation.

5.4. Price Indexation (Agoria Formula)

Provider reserves the right to adjust Fees annually with effect from January 1st of each calendar year. In accordance with Article 57 of the Belgian Economic Recovery Act of 30 March 1976, such adjustment shall be calculated based on the Agoria Digital Index using the following formula:

6.1. Indirect Damages

To the maximum extent permitted by law, Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses.

6.2. Liability Cap

Provider's total cumulative liability arising out of or related to this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of Fees paid by Customer to Provider in the twelve (12) months preceding the first incident giving rise to liability.

6.3. Exclusions

The limitations in this Article 6 shall not apply to liability for:

• fraud (bedrog);
• willful misconduct (opzet); or
• death or personal injury caused by negligence.

6.4. Force Majeure

Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

7.1. Waiver of Direct Claims

To the fullest extent permitted by law (including Article 6.3 of the Belgian Civil Code), Customer explicitly waives the right to file any extra-contractual (tort) claim directly against any director, officer, employee, agent, representative, shareholder, or subcontractor of Provider ("Auxiliaries") for any error or negligence committed in the performance of this Agreement.

7.2. Irrevocable Third-Party Stipulation

The Parties expressly agree that the exclusions and limitations of liability set forth in this Agreement (including Articles 6 and 7) are stipulated for the benefit of, and may be directly enforced by, the Auxiliaries. This clause constitutes an irrevocable third-party stipulation (onherroepelijk derdenbeding) within the meaning of Article 5.107 of the Civil Code.

7.3. Sole Recourse

Customer acknowledges that its sole recourse for any grievance related to the Service or this Agreement lies exclusively against the legal entity MAEMO (BE 1026.149.637).

8.1. Data Processing

Where Provider processes Personal Data on behalf of Customer, such processing shall be governed by the terms set forth in the Privacy Policy and any applicable Data Processing Agreement made available upon request.

8.2. Audit Rights

Customer agrees that its audit rights under Article 28(3)(h) GDPR shall be satisfied by Provider's provision of relevant security documentation upon reasonable request. Customer shall only have the right to conduct an on-site audit if such documentation is insufficient to demonstrate compliance or if mandatorily required by a competent Supervisory Authority.

8.3. Data Retention

Upon termination, Provider will delete Customer Data in accordance with its retention policy, provided that financial records and billing logs shall be retained for ten (10) years to comply with Belgian tax retention obligations.

9.1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Belgium. The Parties agree to the exclusive jurisdiction of the Enterprise Courts (Ondernemingsrechtbank) of Ghent, division Ghent.

9.2. Severability

If any provision of this Agreement is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

9.3. Hardship Waiver

The Parties explicitly waive the application of Article 5.74 of the Belgian Civil Code (Imprevision). Each Party assumes the risks associated with any change in circumstances affecting the performance of the contract.

9.4. No Waiver

The failure of either Party to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.