General Sales Conditions

1. SCOPE

1.1 All our agreements, offers and invoices are considered to be concluded under the following general terms and conditions. This version replaces all previous ones. Other terms and conditions are not enforceable against Flow Pilots. Any deviation from the general conditions or any particular conditions are only valid if they have been expressly stipulated and agreed upon in writing between Flow Pilots and the Client.

1.2 The Client agrees to have read these general terms and conditions and to have accepted them before agreeing to the conclusion of an agreement or the placing an order or commission.

1.3 All bids and offers by or on behalf of Flow Pilots are not binding and can be revoked by Flow Pilots as long as they have not been signed by both parties.

1.4 Flow Pilots reserves the right to refuse any order or instruction prior to the reaching of an agreement and this without providing a reason.

1.5 The fact that the Client has not received the general conditions in his official mother tongue does not absolve him from applying them, unless he has requested in writing to obtain a translation.

1.6 This Agreement supersedes all prior agreements and / or oral agreements relating to this order.

2. QUOTATIONS AND PAYMENT

2.1 Unless explicitly stated otherwise, all prices and rates stated by Flow Pilots are exclusive of VAT.

2.2 Each quotation will include a detailed description of the work at hand. Each price is valid only for the project identified in the quotation.

2.3 The prices in a quotation are valid for a limited amount of time, as mentioned in the quotation. If no time period is specified, it will remain valid for twenty (20) business days immediately following the issue date of the quotation.

2.4 The billing for this project proceeds by using monthly progress invoices based on the performance and achievements. Flow Pilots provides the Client with a breakdown of time spent and detailed description of the work carried out to support the invoice.

2.5 If it is expressly agreed by both parties to work with milestones for billing, a deposit of 30% on the total amount will be paid in case of a project with a fixed price or 30 % of the total anticipated amount in case of a project with a variable rate, by the Client to Flow Pilots before the latter starts the execution of the assignment. Fixed prices are prices that cannot be adjusted during the implementation of the previously agreed and clearly defined actions.

2.6 All invoices have to be paid for by the maturity date, which is thirty (30) days after the invoice date. All prices are in euro and exclusive of VAT. All payments must be made by transfer to the bank account of Flow Pilots as stated on the invoice.

2.7 Amounts that remain unpaid as of maturity date without prior notification by the Client will automatically generate a penalty interest set in accordance with the Belgian Act of 2 August 2002 regarding the prevention of late payment in commercial transactions and calculated on the basis of the legal interest rate for commercial transactions.

2.8 In the event of late payment, the Client owes the legal interest rates for late payments as well as a fee of 10% on the principal sum, with a minimum of 50 euros, unless a compensation for additional administrative costs and debt management was explicitly agreed upon prior between the Client and Flow Pilots, in writing.

2.9 All complaints from the Client relating to received invoices must be submitted in writing within ten working days after the receipt of the invoice, by sending a registered letter to Flow Pilots, otherwise they will be void. The written complaint must clearly state which amounts and invoice items are contested. The uncontested amounts should still be paid before the maturity date of the invoice. A copy of each complaint should be sent to the following email address: legal@flowpilots.com .

3. DELIVERY / ACCEPTANCE / COMPLAINTS

3.1 For this project the Client and Flow Pilots will agree on an explicit delivery timeframe. This time period will be extended should the Client fail to provide information, documents, originals, images by the agreed time or should the Client set additional requirements. A delay in execution can never lead to a fine, compensation, dissolution or termination of the service agreement. If Flow Pilots is missing certain elements that may affect the timing agreed, Flow Pilots will report this explicitly and in writing to the Client.

3.2 Flow Pilots reserves the right to doing partial deliveries and, in this case, to invoice these partial deliveries separately, which does not give the Client the right to refuse or suspend payment of the goods already delivered.

3.3 Each foreseeable delivery difficulty must be communicated immediately by the Client to Flow Pilots at the time of the order and at least two working days before the delivery. Under no circumstances can Flow Pilots be held responsible for complications or additional costs. To the extent that the difficulties that had to be taken into account for this delivery were not reported when ordering or at least two days before the implementation of the delivery or mission and to the extent that these difficulties are beyond normal proportions, Flow Pilots reserves the right to charge an expense supplement.

3.4 When it comes to applications, the delivery is equated with the “upload online”.

3.5 Any complaints regarding the subject matter of the contract should be sent in writing to the registered office of Flow Pilots within ten (10) days after delivery of the goods / services with a copy to the following email address: legal@flowpilots.com.

3.6 In the absence of any complaint under Article 3.5, the goods / services are deemed to have been accepted.

4. LIABILITY

4.1 The Client is responsible for defining its needs and for the description of the desired products. Flow Pilots is only bound to an obligation of means.

4.2 In case of any culpable shortcomings in the implementation of the agreement Flow Pilots is only liable to the extent of the return of the already effectively received part of the price agreed for the contract.

4.3 Flow Pilots is in no way liable for any form of damages, including additional compensation in any form whatsoever, compensation for indirect or consequential damages or damages for lost profits. Flow Pilots shall in no event be liable for any delays, damages for loss of data, loss for exceeding delivery periods as a result of changed circumstances, damage due to inadequate cooperation or information by the Client.

4.4 Flow Pilots can not be held liable for any damage whatsoever caused by sending confidential or secret information. Flow Pilots is not responsible for the security or abuse by third parties of the data being communicated or stored.

4.5 The compensation to be paid by Flow Pilots for attributable failure in the fulfillment of the agreement shall in no case exceed 50% of the amounts invoiced to the Client under the agreement.

4.6 The condition for the existence of any right to compensation is that the Client after the occurrence of the damage, within ten (10) days has reported the damage by registered letter to Flow Pilots, with a copy to the following email address : legal@flowpilots.com.

4.7 Flow Pilots is not liable for errors or defects if these are due to software or hardware or other materials that were not developed or provided by Flow Pilots.

4.8 The Client is responsible for the use and correct application in its organization of the delivered products and services to be provided by Flow Pilots.

4.9 The provisions in this section will still apply notwithstanding the termination of this Agreement for any reason.

5. FORCE MAJEURE

5.1 Flow Pilots shall not be liable or considered in breach of its obligations under this contract to the extent that its performance is delayed or prevented by any cause beyond its reasonable control including, but not limited to, strikes, public unrest, administrative measures and other unexpected events. For the duration of the nuisance and its scope, Flow Pilots will be liberated from its obligations, without any right to any price reduction or compensation for the Client.

6. TERMINATION

6.1 If the Client commits a severe breach of the contract and fails to pursue the cure of this breach within 8 working days after receiving a registered written notice of the breach, Flow Pilots may either (i) suspend the contract until the Client has fulfilled its commitments or (ii) terminate the contract with immediate effect.

6.2 If the Client asks for cessation of payment or becomes bankrupt, Flow Pilots may terminate the contract with the Client, without further notice or judicial intervention.

6.3 If the contract is terminated under the conditions stated in article 6, the Client shall pay Flow Pilots for all services already provided, plus a penalty consisting of 30% of the amount Flow Pilots could have invoiced to the Client had the agreement been fully implemented. Any advance payments (Het eventueel betaald voorschot blijft hoe dan ook verworven voor Flow Pilots). Flow Pilots reserves the right to claim higher damages if is able to prove that the actual damage is greater than the liquidated damages as defined above.

6.4 Nevertheless, each party agrees to grant a reasonable amount of time to the other party to remedy its possible shortcomings, and to always look for an amicable solution first.

7. OWNERSHIP

7.1 The Client acknowledges that Flow Pilots is the exclusive owner or licensee of all trademarks, patents or copyrights attached to all goods and services delivered by Flow Pilots. The Client agrees that for the duration of the agreement and thereafter he will not challenge any of Flow Pilot’s intellectual and/or industrial property rights. This does not imply that Flow Pilots, after completion of the project, can ever ask the Client for compensation to reimburse the rights described in this article.

7.2 In accordance with the legal provisions governing artistic and industrial property, all the sketches, designs, photographs, images, webpages and websites, concepts, software etcetera designed by Flow Pilots are property of Flow Pilots. None of these, whatever the technique, may not be reproduced or duplicated in any form or by any means, and may not be dispersed.

7.3 The Client agrees to preserve the confidentiality of the website and the software, agrees not to copy any part of the software, not to disperse any methods or concepts used within this software and not to disclose this information to any third party.

7.4 All elements and data provided by the Client to Flow Pilots for inclusion in the website / software, including all text, images, logos, graphics, photographs, audio or video material and the updates are considered to be and to remain exclusive property of the Client. The Client indemnifies Flow Pilots against claims by third party who would claim to enforce intellectual or other contradictory right on any of the above information. To the extent that these elements are wholly or partially not exclusively owned by the Client, the Client ensures that it has all the necessary authorizations in order to use these elements.

7.5 The designed website / software is the intellectual property of Flow Pilots and as such protected by law. The website / software should therefore not be transferred without charge or consideration, in any form, in whole or in part, to any third party unless there is express written consent of Flow Pilots.

7.6 Unless otherwise agreed, the domain names registered by Flow Pilots remain property of Flow Pilots. If the Client owns or will own one or more domain names, the Client needs to take care of all administrative, legal and other actions necessary for this purpose. The Client will also cover all related or resultant costs.

7.7 The provisions under this section ill still apply notwithstanding the termination of this Agreement for any reason.

8. SEVERABILITY

8.1 If one or more provisions of these general conditions or the agreement with Flow Pilots is, becomes or is deemed invalid or illegal, or can not be enforced than this will not affect the validity or enforceability of any other provision of this agreement. The invalid provision will be replaced by a new provision that approximates the intent of the invalid provision as much as possible.

9. APPLICABLE LAW AND DISPUTES

9.1 The general conditions and the agreement between Flow Pilots and the Client shall be governed by Belgian law.

9.2 In the event of any dispute related to these general conditions or to the agreements implemented by Flow Pilots the courts of the judicial district of Antwerp shall have exclusive jurisdiction.