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General terms of sale and of service provision

AS3P.BE SRL, 2026 version

TITLE I. GENERAL PROVISIONS

Article 1. Identification of the provider

AS3P.BE SRL, registered with the Belgian Crossroads Bank for Enterprises under number 0719.413.960, with its registered office at Rue de Venise 21, 6040 Charleroi, is hereinafter referred to as "AS3P".

Article 2. Purpose

These general terms govern all contractual relations between AS3P and its Clients, concerning in particular:

• consulting services;
• audits;
• training;
• software development;
• integration services;
• artificial intelligence services;
• SaaS services;
• cloud services;
• managed operations;
• cybersecurity;
• maintenance;
• technical support;
• hosting;
• subscriptions;
• software licences;
• managed services.

Article 3. Scope

These general terms apply to any offer, order, quotation, contract or service provided by AS3P.

Any order, signature of an offer, electronic confirmation, payment of a deposit or use of a service implies full and entire acceptance of these general terms.

The Client's own general terms are expressly excluded, even where they are communicated later.

In the event of conflict between these general terms and any special terms, the latter prevail.

Article 4. Definitions

For the purposes of these terms:

Client: any natural or legal person entering into a contract with AS3P.

Services: all work carried out by AS3P.

Perimeter: all equipment, users, systems, applications or services covered by the contract.

SLA: agreement defining the service levels.

Third-party services: services supplied by an external provider, in particular cloud, hosting, artificial intelligence, cybersecurity, telecommunications or software.

Client data: all data, information or content belonging to the Client or under its responsibility.

TITLE II. FORMATION OF THE CONTRACT

Article 5. Offers and quotations

Unless stated otherwise, AS3P's offers and quotations are valid for thirty (30) calendar days from their issue.

Offers are drawn up on the basis of the information communicated by the Client.

Any change to the stated need may lead to a revision of the offer.

Article 6. Conclusion of the contract

The contract is deemed concluded on the earliest of the following dates:

• signature of the offer;
• issue of a purchase order;
• electronic confirmation;
• payment of a deposit;
• start of performance of the services;
• use of the services.

Article 7. Contractual documents

The order of precedence of the contractual documents is as follows:

1. the special terms;
2. any SLAs;
3. the purchase orders;
4. the signed offers;
5. these general terms.

TITLE III. PERFORMANCE OF THE SERVICES

Article 8. Nature of the obligations

AS3P is bound by an obligation of means.

Save for a written undertaking to the contrary, no obligation of result is assumed.

Article 9. Deadlines

The deadlines communicated are given as an indication.

A reasonable delay cannot justify:

• a termination;
• a suspension of payment;
• a claim for compensation.

AS3P cannot be held liable for delays attributable to:

• the Client;
• a third-party supplier;
• a subcontractor;
• an event of force majeure;
• an administrative authority.

Article 10. Contractual perimeter

The services are strictly limited to the perimeter defined in the offer, the contract, the SLA or the purchase order.

Any service not expressly provided for is deemed to fall outside the perimeter.

Services outside the perimeter may give rise to:

• additional invoicing;
• a separate quotation;
• an amendment.

AS3P alone remains competent to assess whether a request falls within the contractual perimeter.

Article 11. Management of changes

Any request to change the perimeter, the specifications, the features, the deliverables or the initial objectives may lead to:

• an adjustment of the price;
• an adjustment of the deadlines;
• an adjustment of the resources assigned.

AS3P will communicate the estimated impact to the Client before performance where this is reasonably possible.

Article 12. Subcontracting

AS3P is entitled to call freely on any subcontractor or partner required for the performance of the services.

AS3P remains responsible for the overall coordination of the services entrusted to its subcontractors.

Article 13. Cooperation of the Client

The Client undertakes to:

• provide accurate and complete information;
• appoint a competent point of contact;
• respond within reasonable deadlines;
• give access to the infrastructure concerned;
• make available the necessary resources;
• cooperate actively in the performance of the services.

Any delay or failure on the part of the Client suspends AS3P's obligations and deadlines.

AS3P cannot be held liable for the consequences of inaccurate, incomplete or belatedly communicated information.

Article 14. Acceptance of the services

Any service delivered, made available or put into production opens a verification period of fifteen (15) working days.

Any reservation must be:

• in writing;
• reasoned;
• sufficiently detailed to allow it to be analysed.

Absent any reservation within that period, the service is deemed definitively accepted.

Article 15. Complaints

Any complaint concerning a service, delivery or invoice must be made in writing within eight (8) calendar days of its discovery.

Failing that, the service or the invoice is deemed accepted.

Complaints never suspend the payment obligations.

TITLE IV. FINANCIAL TERMS

Article 16. Prices

Prices are expressed in euros, excluding VAT.

Applicable taxes, duties or levies are invoiced in addition.

Unless provided otherwise, the following costs are not included:

• travel;
• accommodation;
• administrative costs;
• assignment expenses;
• third-party services;
• licences;
• cloud provider costs.

Article 17. Price revision

AS3P may adjust its prices in the event of:

• changes in staff costs;
• changes in energy costs;
• changes in supplier costs;
• regulatory change;
• significant technological change.

For recurring contracts, any price change is notified to the Client at least thirty (30) days before it takes effect.

Article 18. Invoicing

One-off services are invoiced in arrears unless agreed otherwise.

Recurring services, subscriptions, licences, managed services, hosting, cloud services and platforms are invoiced in advance.

Any period started is due in full.

Article 19. Payment

Invoices are payable within thirty (30) calendar days of their date of issue unless agreed otherwise.

Any dispute must be raised in writing within eight (8) calendar days.

Failing that, the invoice is deemed accepted.

Any invoice unpaid at maturity automatically gives rise to:

• the late payment interest provided for by the Act of 2 August 2002 on combating late payment in commercial transactions;
• a flat-rate indemnity equal to fifteen per cent (15%) of the amount due, with a minimum of seventy-five euros (75 EUR).

Failure to pay one invoice renders all sums owed by the Client immediately payable.

Article 20. Suspension of the services

In the event of late payment, AS3P may immediately suspend:

• the services;
• the licences;
• the subscriptions;
• the accesses;
• the hosting;
• the platforms;
• the cloud services;
• the artificial intelligence services;
• the support contracts.

That suspension gives the Client no right to compensation.

Article 21. Set-off

The Client may not apply any set-off or withholding against the amounts due without AS3P's prior written agreement.

TITLE V. INTELLECTUAL PROPERTY

Article 22. General principles

Save for express provision to the contrary, all intellectual property rights relating to the services, tools, methods, software, documentation, platforms and deliverables developed or used by AS3P remain its exclusive property.

No contractual provision may be construed as an implied transfer of intellectual property rights.

Article 23. Pre-existing elements

The following remain the exclusive property of AS3P:

• methodologies;
• procedures;
• software libraries;
• frameworks;
• reusable components;
• connectors;
• models;
• scripts;
• workflows;
• documentation;
• know-how;
• internal tools;
• knowledge bases;
• technical architectures.

The Client benefits only from the rights of use expressly granted.

Article 24. Bespoke developments

Developments carried out specifically for the Client remain the property of AS3P until full payment of the sums due.

Save for written agreement to the contrary, the Client receives a right of use that is:

• non-exclusive;
• non-assignable;
• non-transferable;
• limited to its own needs.

Article 25. Documentation

Any technical, operating, maintenance or administration documentation produced by AS3P remains its exclusive property.

Save for agreement to the contrary, no licence to exploit that documentation is granted to the Client.

TITLE VI. DIGITAL SERVICES, SAAS AND LICENCES

Article 26. Right of use

Software, platforms, applications, SaaS services, web portals, AI agents and digital services are provided in the form of a licence or a right of access.

No transfer of ownership is made in favour of the Client.

Article 27. Restrictions on use

Save with AS3P's prior written authorisation, the Client shall refrain from:

• reproducing all or part of the service;
• carrying out reverse engineering;
• decompiling or disassembling the software;
• extracting data on a large scale;
• circumventing the technical limitations;
• removing the intellectual property notices;
• reselling or sublicensing the services;
• making the services available to third parties.

Article 28. User accounts

The Client is responsible for all operations carried out through its user accounts.

It shall preserve the confidentiality of:

• passwords;
• API keys;
• access tokens;
• certificates;
• administrator credentials.

Any suspected compromise must be reported to AS3P immediately.

Article 29. Quotas and limitations

AS3P may apply limitations relating in particular to:

• the number of users;
• storage volumes;
• API calls;
• computing capacity;
• artificial intelligence consumption;
• processing volumes.

Any excess may be invoiced in addition.

Article 30. Evolution of the services

AS3P may develop its services in order in particular to:

• improve their performance;
• strengthen their security;
• ensure their regulatory compliance;
• incorporate new technologies;
• take account of changes at third-party suppliers.

Those developments give rise to no compensation, provided they do not remove an essential feature expressly contracted for.

Article 31. Suspension of access

AS3P may suspend all or part of the accesses:

• in the event of non-payment;
• in the event of abusive use;
• in the event of a security risk;
• in the event of a breach of contract;
• in the event of a legal or regulatory obligation.

The suspension gives rise to no right to compensation.

TITLE VII. SOFTWARE DEVELOPMENT

Article 32. Specifications

Developments are carried out on the basis of the specifications approved by the Client.

Any subsequent change constitutes a change request that may entail:

• an additional cost;
• an additional delay;
• a change to the perimeter.

Article 33. Acceptance

Final acceptance takes place in accordance with article 14.

Minor anomalies that do not prevent normal operation of the software cannot justify a refusal of acceptance.

Article 34. Third-party software

Where the services incorporate third-party software or components, those remain subject to the terms of the publishers concerned.

AS3P cannot be held liable for the limitations or changes imposed by those publishers.

TITLE VIII. HOSTING, CLOUD AND THIRD-PARTY SUPPLIERS

Article 35. Use of third-party suppliers

AS3P may freely call on external suppliers for the performance of its services.

That option concerns in particular:

• hosting providers;
• cloud operators;
• artificial intelligence providers;
• cybersecurity services;
• collaboration platforms;
• messaging services;
• telecommunications providers.

Article 36. Technological dependency

The Client acknowledges that certain services depend directly on third-party suppliers.

AS3P cannot be held liable for:

• interruptions;
• unavailability;
• price changes;
• the removal of features;
• contractual changes;

imposed by those suppliers.

Article 37. Pass-through of costs

Any substantial increase in costs imposed on AS3P by a third-party supplier may be passed on to the Client subject to prior notice.

TITLE IX. CYBERSECURITY AND BACKUPS

Article 38. Responsibilities of the Client

The Client remains responsible for:

• its accesses;
• its passwords;
• its authorisations;
• its security policy;
• the awareness of its users;
• compliance with the security recommendations.

Article 39. Backups

The Client remains solely responsible for the protection, retention and recovery of its data, except where a backup service is expressly provided for in a separate offer or contract.

Backup, replication, archiving or business continuity services are never deemed included by default.

The Client is responsible for:

• identifying its needs;
• defining its recovery objectives;
• subscribing to the necessary services;
• approving the backup frequencies.

Article 40. Refusal of backup

Where the Client refuses or does not subscribe to a backup solution recommended by AS3P, it alone bears the consequences that may arise in particular from:

• human error;
• hardware failure;
• a cyberattack;
• ransomware;
• data corruption;
• accidental deletion;
• a software failure;
• an incident at a third-party supplier.

Article 41. Limits of backups

Even where a backup service is provided by AS3P or by a third-party supplier, AS3P never guarantees:

• the complete absence of data loss;
• the permanent availability of the backups;
• the systematic success of every restoration;
• the absence of corruption of the backed-up data.

Article 42. Approval of recommendations

AS3P may make recommendations relating in particular to:

• cybersecurity;
• backups;
• business continuity;
• updates;
• licences;
• infrastructure;
• regulatory compliance.

Where the Client refuses, postpones or does not apply a recommendation made by AS3P, that refusal constitutes a risk accepted by the Client.

AS3P cannot be held liable for the consequences directly or indirectly linked to that refusal.

Article 43. Cyberattacks

The Client acknowledges that no computer system guarantees absolute protection against:

• cyberattacks;
• malicious software;
• ransomware;
• phishing;
• account compromise;
• data breaches;
• denial of service attacks.

AS3P never guarantees the complete absence of a security incident.

TITLE X. ARTIFICIAL INTELLIGENCE

Article 44. Nature of the artificial intelligence services

The artificial intelligence solutions provided by AS3P are exclusively tools to assist decision-making, analysis, content generation, automation or information processing.

The results generated are produced by probabilistic systems and may contain:

• errors;
• omissions;
• inaccuracies;
• biases;
• hallucinations;
• incorrect interpretations.

AS3P guarantees neither the absolute accuracy nor the completeness of the results produced.

Article 45. Mandatory human validation

The Client remains solely responsible for:

• verifying the results;
• validating them;
• interpreting them;
• using them;
• the decisions taken on their basis.

Any decision producing significant legal, financial, tax, social, administrative, medical or professional effects must be subject to appropriate human validation before implementation.

Article 46. No professional advice

The content generated by the artificial intelligence systems provided by AS3P never constitutes:

• legal advice;
• tax advice;
• accounting advice;
• medical advice;
• regulatory advice;
• professional advice within the meaning of the applicable rules.

The Client remains solely responsible for consulting the competent professionals where necessary.

Article 47. Ownership of the AI systems

The following remain the exclusive property of AS3P:

• the AI agents;
• the specialised assistants;
• the workflows;
• the orchestration chains;
• the decision trees;
• the prompts;
• the prompt libraries;
• the RAG architectures;
• the vector databases;
• the enriched models;
• the connectors;
• the automation mechanisms;
• the multi-agent systems;
• the configuration methods.

That ownership remains vested in AS3P even where those elements have been configured, customised or adapted for the Client.

Article 48. Data used by the AI systems

The Client remains responsible for the nature of the data it introduces into the artificial intelligence systems.

The Client warrants that it holds all rights, authorisations and legal bases necessary to process the data concerned.

AS3P cannot be held liable for infringements of rights resulting from data supplied by the Client.

TITLE XI. REGULATORY COMPLIANCE AND THE AI ACT

Article 49. General regulatory compliance

AS3P performs its services in accordance with the rules that apply directly to it.

The Client remains responsible for compliance with the rules applicable to its activity, its processes and its professional obligations.

Article 50. The AI Act

Where the services incorporate artificial intelligence systems, they are performed in accordance with the applicable obligations of Regulation (EU) 2024/1689 on artificial intelligence.

The Client acknowledges that the use it makes of an artificial intelligence system partly determines its regulatory classification.

Article 51. High-risk systems

Where the use made by the Client is liable to fall within a high-risk system within the meaning of the applicable European regulation, the Client remains solely responsible for:

• identifying that classification;
• the risk analysis;
• human oversight;
• the governance of the system;
• keeping the documentation;
• the information obligations;
• the regulatory compliance applicable to its activity.

Article 52. Prohibited uses

The Client shall refrain from any use contrary to the applicable rules on artificial intelligence.

AS3P may suspend or terminate any service used in manifestly unlawful conditions or contrary to the rules.

TITLE XII. DATA PROTECTION AND CONFIDENTIALITY

Article 53. Protection of personal data

Where the services involve the processing of personal data on behalf of the Client, AS3P acts as a processor within the meaning of Regulation (EU) 2016/679.

The parties undertake to comply with their respective obligations under the applicable data protection rules.

Article 54. Security measures

AS3P implements reasonable technical and organisational measures intended to ensure:

• confidentiality;
• integrity;
• availability;
• the resilience of the systems processing the data concerned.

Those measures are appropriate to the state of the art, to the risks identified and to the nature of the processing carried out.

Article 55. Data breach

In the event of a personal data breach of which AS3P becomes aware and which concerns data processed on behalf of the Client, AS3P will notify the Client within a reasonable time after becoming aware of it.

The Client remains responsible for any notifications to the competent authorities and to the data subjects where the rules impose that obligation on it.

Article 56. Confidentiality

Each party undertakes to preserve the confidentiality of information that is:

• technical;
• commercial;
• financial;
• strategic;
• organisational;

obtained in the course of performance of the contract.

Article 57. Duration of the confidentiality obligation

The confidentiality obligation remains applicable for a period of five (5) years from the end of the contract.

TITLE XIII. WARRANTIES AND LIABILITY

Article 58. Warranty on the services

AS3P warrants that its services are performed in accordance with the professional standards applicable to the information technology sector.

That warranty constitutes an obligation of means.

Article 59. Warranties on third-party products

Warranties relating to hardware, software, licences or services supplied by third parties are strictly limited to those granted by their respective manufacturers, publishers or suppliers.

Article 60. Warranty exclusions

All warranties are excluded in the event of:

• non-compliant use;
• unauthorised modification;
• intervention by a third party;
• negligence;
• lack of maintenance;
• failure to observe AS3P's recommendations;
• force majeure.

Article 61. General limitation of liability

AS3P's overall liability, on all grounds combined, is limited to the lower of:

• the sums actually paid by the Client during the twelve (12) months preceding the triggering event;
• fifty thousand euros (50,000 EUR).

Article 62. Excluded damages

AS3P may in no event be held liable for:

• indirect losses;
• loss of profit;
• loss of turnover;
• operating losses;
• loss of clientele;
• loss of opportunity;
• loss of data;
• loss of reputation;
• non-material damage;
• administrative or regulatory penalties imposed on the Client.

Article 63. Backups and limitation of liability

The Client acknowledges that putting in place a backup, business continuity and disaster recovery policy suited to its needs constitutes an essential obligation incumbent upon it.

The absence or inadequacy of such measures may in no event be attributed to AS3P.

Article 64. Liability of third-party suppliers

AS3P cannot be held liable for failures, interruptions or shortcomings attributable to the third-party suppliers used in connection with the services.

Article 65. Exceptions

The limitations set out in this title do not apply in the event of:

• fraud;
• gross negligence where the law prohibits its exclusion;
• liability that cannot lawfully be limited.

TITLE XIV. INSURANCE AND LIMITATION PERIOD

Article 66. Insurance

AS3P declares that it holds professional liability insurance appropriate to its activities.

Any compensation remains limited to the ceilings legally and contractually insured where those are lower than the limitations provided for by these general terms.

Article 67. Limitation period

Any action brought against AS3P must be introduced within a maximum period of two (2) years from the triggering event.

On expiry of that period, any action is definitively time-barred.

TITLE XV. DURATION OF CONTRACTS AND SUBSCRIPTIONS

Article 68. Duration of one-off contracts

One-off services end upon completion of the services ordered and full payment of the sums due.

Article 69. Recurring contracts

Recurring contracts, subscriptions, managed services, cloud services, SaaS services, maintenance contracts and support contracts are concluded for the duration set out in the offer, the purchase order or the special terms.

Article 70. Monthly subscriptions

Unless provided otherwise, monthly subscriptions may be terminated by written notice given before the end of the current month.

Termination takes effect on the last day of the month following receipt of the notice.

Article 71. Annual subscriptions

Annual subscriptions are concluded for a firm term of one (1) year.

They are tacitly renewed for successive periods of the same duration unless written notice is given at least thirty (30) days before the expiry date.

Article 72. Fixed-term contracts

Contracts concluded for a fixed term may be terminated early only in the cases expressly provided for by the contract or by law.

TITLE XVI. TERMINATION

Article 73. Termination for breach

Either party may terminate the contract in the event of a serious breach by the other party that remains uncorrected within fifteen (15) days following a written formal notice.

Article 74. Termination for non-payment

In the event of persistent late payment, AS3P may terminate the contract as of right, without judicial intervention.

All sums remaining due become immediately payable.

Article 75. Termination through the Client's fault

AS3P may terminate the contract in particular where the Client:

• refuses to cooperate in the performance of the services;
• prevents access to the systems concerned;
• provides manifestly inaccurate information;
• compromises the security of the systems;
• uses the services abusively;
• infringes AS3P's intellectual property rights;
• breaches the applicable rules.

Article 76. Consequences of termination

Termination does not release the Client from payment of:

• the services already performed;
• the subscriptions due;
• the costs incurred;
• the indemnities provided for contractually.

TITLE XVII. REVERSIBILITY AND TRANSITION

Article 77. Principle

On termination of the contract, the Client may request reversibility assistance intended to facilitate:

• the recovery of its data;
• migration to another solution;
• the takeover by a third-party provider;
• the transfer of the elements necessary for the continuity of its activities.

Article 78. Reversibility services

Reversibility services are never included in the standard services, save for express provision to the contrary.

They give rise to separate invoicing on the basis of the tariff in force at the time of the request.

Article 79. Client data

The Client has thirty (30) calendar days from the effective end of the services to recover its data, save for contractual provision to the contrary.

After that period, AS3P may proceed with their definitive deletion, subject to legal retention obligations.

Article 80. Internal documentation

The Client acknowledges that AS3P's internal procedures, internal technical documentation, knowledge bases, operating scripts, administration methods and internal tools do not form part of the elements transferable in connection with reversibility.

TITLE XVIII. PERSONNEL AND NON-SOLICITATION

Article 81. Line authority

Where AS3P staff work at the Client's premises, they remain under the exclusive authority of AS3P.

No relationship of subordination may be created between the Client and AS3P's staff.

Article 82. Non-solicitation

The Client shall refrain, directly or indirectly, from:

• employing;
• recruiting;
• soliciting;
• engaging to work;

any employee, independent contributor or principal subcontractor of AS3P.

That prohibition applies during performance of the contract and for a period of twelve (12) months after its end.

Article 83. Indemnity

Any breach of the preceding article will give rise to payment of a flat-rate indemnity equal to twelve (12) months of gross remuneration or annual invoicing of the person concerned.

TITLE XIX. COMMERCIAL REFERENCES

Article 84. References

Save for written objection by the Client, AS3P is authorised to mention:

• the Client's name;
• its logo;
• a general description of the assignment carried out;

in its commercial documents, presentations, proposals, client references and marketing materials.

No confidential information may be disclosed in that context.

TITLE XX. FORCE MAJEURE

Article 85. Definition

Neither party may be held liable for a delay or a failure to perform resulting from an event reasonably beyond its control.

Article 86. Events covered

The following are regarded in particular as events of force majeure:

• natural disasters;
• fires;
• floods;
• pandemics;
• industrial disputes;
• acts of terrorism;
• large-scale cyberattacks;
• widespread network failures;
• massive interruptions of cloud services;
• administrative decisions;
• power cuts;
• unavailability of telecommunications.

Article 87. Effects

Performance of the obligations concerned is suspended for the duration of the force majeure event.

TITLE XXI. GENERAL PROVISIONS

Article 88. Partial invalidity

The invalidity or unenforceability of one provision does not affect the validity of the other provisions.

The parties will endeavour to replace the provision concerned with a provision producing an equivalent economic effect.

Article 89. Waiver

The fact that AS3P does not rely on a right or a provision never constitutes a definitive waiver of it.

Article 90. Assignment of the contract

AS3P may assign or transfer all or part of its rights and obligations to any affiliated company, subsidiary, sister company or economic successor.

The Client may not assign its rights or obligations without AS3P's prior written agreement.

Article 91. Entire agreement

These general terms, supplemented where applicable by the special terms, constitute the entire agreement between the parties.

They supersede any earlier agreement, exchange or negotiation on the same subject.

TITLE XXII. APPLICABLE LAW AND JURISDICTION

Article 92. Applicable law

These general terms are governed exclusively by Belgian law.

Article 93. Attempt at amicable settlement

Before any legal proceedings, the parties undertake to attempt to resolve their dispute through good-faith negotiation for a minimum period of thirty (30) calendar days.

Article 94. Competent jurisdiction

Any dispute concerning the formation, interpretation, performance or validity of these general terms falls within the exclusive jurisdiction of the courts of the judicial district of Hainaut, Charleroi division.

AS3P nevertheless retains the right to bring any action before any other lawfully competent court where it acts as claimant.