Effective Date: 01/01/2023

Article 1. Application of General Terms and Conditions

1.1. These general terms and conditions ("Terms") apply to all offers, agreements, and the use of Dexr BV's services, including Software as a Service (SaaS) and Educational Technology (EdTech) products ("Products"). These Terms prevail in the event of any conflict with customer documents. By using our Products or services, the customer accepts these Terms.

Article 2. Offers, Quotations, and Order Confirmation

2.1. All offers and quotations from Dexr are non-binding until accepted by the customer. The agreement is concluded when the customer signs and returns the quotation without changes within 10 working days. Each order or order confirmation by the customer binds the customer to the agreement. The agreement supersedes all previously made oral and/or written agreements. The execution of the order begins upon receipt of the advance payment.

2.2. Any changes in scope or functionality during or after the project will be carried out on a time and materials basis at the prevailing hourly rate unless otherwise agreed.

Article 3. Cancellation of the Order

3.1. The cancellation of an order by the customer is possible as long as Dexr has not yet commenced work and upon payment of a cancellation fee of 10% of the agreed price, with a minimum of EUR 1,000.

Article 4. Delivery

4.1. The delivery date is provided as an indication and is not binding on Dexr. Delay in delivery does not entitle the customer to compensation or price reduction or the right to terminate the agreement.

4.2. If the parties have expressly agreed on a binding delivery period, this period will be extended if the customer fails to provide information, documents, originals, or images (timely) or fails to accept the improved proofs (timely), or if the customer places additional orders.

Article 5. Risk

5.1. All goods belonging to the customer and located at Dexr are stored at the customer's risk.

Article 6. Payment Terms

6.1. Unless otherwise agreed, Dexr's invoices are payable in cash. Disputes must be communicated to Dexr within seven working days of invoice dispatch via registered mail. A dispute does not justify a postponement or suspension of payment.

6.2. All invoices are payable on their due date by bank transfer to Dexr's account. Each payment is allocated to the oldest due invoice and first to interest and costs. Allowed discounts expire if the general sales conditions are not adhered to.

6.3. If the customer does not make payment within 8 days of receiving a reminder from Dexr, the customer is liable to Dexr for default interest at the rate specified in Article 5 of the Law of 02/08/2002 to Combat Late Payment in Commercial Transactions. A fixed compensation will also be charged, amounting to 10% of the invoice amount with a minimum of EUR 125. Interest due is calculated from the date of the reminder until full payment. Furthermore, Dexr reserves the right to suspend the further execution of its commitments until the customer has paid the overdue invoices. Any delay in payment by the customer makes all sums due immediately payable. In this case, the customer may not use the creations made by Dexr.

6.4. The transfer of the source code and intellectual property rights can only take place after the customer has paid the full contract amount.

6.5. Projects put on hold by the customer do not lead to a suspension of payment.

6.6. Dexr is entitled to terminate the agreement with immediate effect and/or block access to the Services in whole or in part, and whether or not temporarily, if the customer fails to fulfill one or more of its obligations arising from this Agreement in whole or in part (such as non-payment of the invoice), without the customer being entitled to a refund of prepaid fees or any compensation. Dexr will in any case inform the Customer thereof. Furthermore, Dexr is entitled to terminate the Agreement with immediate effect and without further notice if the Customer has been declared bankrupt, has requested or accepted a judicial settlement, or is generally in suspension of payment.

Article 7. Liability - General

7.1. Dexr undertakes to perform all services with care. All services provided by Dexr are best-effort obligations. Dexr is not liable for errors in execution due to insufficient or incorrect input by the customer. After development, we provide a transparent transfer and installation. We also provide a warranty period of 4 weeks after the test delivery for processing technical bugs. The test delivery is considered provisional acceptance by the customer. Without written objection, this provisional acceptance becomes final after 4 weeks.

7.2. Dexr cannot be held liable for any fault (even a serious fault) of itself or its agents, except in the event of fraud. In no event shall Dexr be liable for any consequential damage, such as loss of expected profit, decrease in turnover, increased operating costs, loss of clientele, which the customer or third parties may suffer as a result of any fault or negligence of Dexr or an agent.

7.3. Dexr's liability for services provided to the customer is in any case limited to either the refund of the price paid by the customer, or the re-performance of the services, at Dexr's discretion. The total liability of Dexr will never exceed the price paid by the customer to Dexr for the services that gave rise to the damage.

7.4. Regarding services from third-party suppliers, Dexr accepts no liability beyond or different from the liability accepted by the third-party suppliers for their products or services.

7.5. Dexr cannot be held liable for the use of photos or fonts provided and/or approved by the customer.

7.6. Dexr cannot be held liable for any damage or consequential damage arising from any direct or indirect incorrect use of the services provided by Dexr.

Article 8. Liability for Software

8.1. Without prejudice to Article 7, the following applies to software: the flawless operation of a computer configuration (the combination of hardware and software) can never be guaranteed in full, both due to external factors (power failure or malfunction, lightning strike, etc.) and factors specific to the computer configuration (defects, network failures, undiscovered errors in system and application software, etc.), so unexpected loss of (even all) programs and/or data can occur. The customer undertakes to install appropriate mechanisms for the security, retention, and recovery of data.

Article 9. Intellectual Property Rights

9.1. Intellectual Property Rights include all intellectual, industrial, and other property rights (whether registered or not), including, but not limited to, copyrights, neighboring rights, trademarks, trade names, logos, designs, models, or applications for registration as a design or model, patents, patent applications, domain names, know-how, as well as rights to databases, computer programs, and semiconductors.

9.2. The Intellectual Property Rights associated with the framework developed by Dexr exclusively belong to Dexr or a third party with whom Dexr has entered into an agreement on this matter. Upon payment of an annual license fee, unless otherwise agreed, as specified in Dexr's quotation, and subject to the condition of full payment of this fee, the customer obtains a non-exclusive, non- transferable user license for this software. The customer is prohibited from granting sublicenses to third parties or making the software available to third parties in any way, communicating it, using it for the benefit of third parties, or commercializing it.

9.3. The customer shall at all times respect Dexr's Intellectual Property Rights and make reasonable efforts to protect those rights. The customer shall immediately notify Dexr of any infringement by third parties of Dexr's Intellectual Property Rights of which the customer becomes aware.

Article 10. Maintenance Agreement

10.1. After the contractual warranty period of 4 weeks, we continue under a maintenance/service contract in time and means. Such a maintenance contract allows us to reserve a fixed number of hours in the schedule for making changes and providing support at a fixed cost. The contract is valid for 1 year, unless otherwise agreed.

Article 11. Termination of the Agreement

11.1. If the customer commits a serious contractual breach that the customer does not remedy within 8 days after receiving a registered letter of formal notice, Dexr has the right to either (i) suspend the agreement until the customer has fulfilled its obligations or (ii) terminate the agreement with immediate effect. The non-payment of one or more invoices on their due date will always be considered a serious contractual breach.

11.2. Upon termination of the agreement, the customer shall pay all services provided by Dexr, as well as the costs that Dexr incurs as a result of such termination, plus a flat-rate compensation of 30% of the amount that Dexr could still have invoiced to the customer if the agreement had been fully executed. Any advance payment remains vested in Dexr in any case. Furthermore, Dexr reserves the right to claim higher compensation if it can prove that its actual damage is greater than the flat-rate damage as defined above.

11.3. Nevertheless, each party agrees to grant the other party a reasonable period to remedy any shortcomings and to always seek an amicable settlement.

Article 12. Poaching

12.1. The customer undertakes not to employ, either directly or indirectly, any of Dexr's personnel from the commencement of cooperation until 24 months after its termination, either full-time or part-time or in any other capacity, nor to attempt to do so. "Personnel" means all permanent and freelance employees of Dexr.

12.2. When the customer violates this article, the customer is obliged to pay compensation equal to the gross annual salary of the person concerned.

Article 13. Confidentiality Obligation

13.1. The parties undertake to keep confidential the commercial and technical information and trade secrets they learn from the other party, even after termination of the agreement, and to use it solely for the execution of the agreement.

Article 14. Processing of Personal Data

14.1. To the extent that the customer processes personal data on Dexr's server, Dexr acts as a data processor. The customer is the data controller within the meaning of the Data Processing Act. The customer declares that it will fully comply with the obligations incumbent on the data controller under this law.

14.2. In the context of the services provided to the customer, Dexr processes personal data of the contact persons specified by the customer. The contact details of these individuals are processed for the purpose of 'customer management,' i.e., to contact the customer regarding the services. The contact persons have a right of access and rectification with regard to their data.

Article 15. Reference

15.1. The customer agrees that the work performed by Dexr for the customer may be included in Dexr's reference portfolio, unless otherwise agreed.

Article 16. Force Majeure

16.1. Force majeure events such as strikes, public unrest, administrative measures, and other unexpected events beyond Dexr's control release Dexr from its obligations, for the duration of the hindrance and its scope, without the right to any reduction in price or compensation.

Article 17. Nullity

17.1. If any provision of these general terms and conditions is void, the other provisions will remain in full force, and Dexr and the customer will replace the void provision with another provision that approximates the purpose and scope of the void provision as much as possible.

Article 18. Subscription and Access (Applicable to SaaS and EdTech Products)

18.1. Subscription to Dexr's SaaS and EdTech Products grants the customer access to our online platform. The agreement begins upon the customer's subscription and continues for the subscription term, unless terminated as per Article 11.

Article 19. Service Level Agreement (SLA) (Applicable to SaaS and EdTech Products)

19.1. Dexr is committed to maintaining a high level of service availability for its SaaS Products. Specific service level commitments are outlined in Dexr's SLA, available separately.

Article 20. Payment (Applicable to SaaS and EdTech Products)

20.1. Subscription fees for Dexr's SaaS and EdTech Products are payable in advance on a recurring basis, as specified in the subscription agreement.

20.2. Non-payment may result in suspension of access to the Products until all outstanding fees are settled.

Article 21. Data Security and Privacy (Applicable to SaaS and EdTech Products)

21.1. Dexr is dedicated to maintaining the security and privacy of customer data. Dexr's Data Processing Agreement (DPA) outlines data protection responsibilities and is available separately.

21.2. For EdTech Products, Dexr complies with applicable student data privacy laws and regulations.

Article 22. Intellectual Property (Applicable to SaaS and EdTech Products)

22.1. The intellectual property rights to Dexr's SaaS and EdTech Products, including any customizations, remain with Dexr. The customer is granted a non-exclusive, non-transferable license to use the Products during the subscription term.

Article 23. Support and Updates (Applicable to SaaS and EdTech Products)

23.1. Dexr provides customer support for SaaS and EdTech Products during regular business hours. Updates and enhancements to the Products are provided to subscribers during the subscription term.

Article 24. Termination (Applicable to SaaS and EdTech Products)

24.1. The customer may terminate the subscription to Dexr's SaaS and EdTech Products by providing written notice as specified in the subscription agreement.

24.2. Dexr reserves the right to terminate access to the Products with immediate effect if the customer breaches these Terms, including non payment or misuse of the Products.

Article 25. Liability (Applicable to SaaS and EdTech Products)

25.1. Dexr will make reasonable efforts to ensure the proper functioning of its SaaS and EdTech Products. Dexr is not liable for any data input errors, misuse of the Products, or any indirect or consequential damages.

25.2. For EdTech Products, Dexr does not guarantee specific educational outcomes and shall not be liable for the effectiveness of educational content.

Article 26. Maintenance and Updates (Applicable to SaaS and EdTech Products)

26.1. Dexr provides regular maintenance and updates for its SaaS and EdTech Products to ensure optimal performance. Scheduled maintenance may occur outside regular business hours.

Article 27. Changes and Amendments (Applicable to SaaS and EdTech Products)

27.1. Dexr reserves the right to make changes or amendments to these Terms, including pricing and features. Customers will be notified in advance of any material changes.

Article 28. Governing Law and Jurisdiction

28.1. These Terms and the use of Dexr's SaaS and EdTech Products are governed by the laws of Belgium, and any disputes shall be resolved in the courts of Belgium.

Article 29. EdTech-Specific Provisions (Applicable to EdTech Products)

29.1. For EdTech Products, the customer agrees to comply with all applicable education laws and regulations. Dexr may provide additional terms and guidelines for educational institutions.

Article 30. Entire Agreement

30.1. These Terms constitute the entire agreement between the customer and Dexr regarding the use of our SaaS and EdTech Products, superseding all previous agreements, oral or written.

Article 31. Closed Beta Program Terms (Effective until February 29, 2024)

As a participant in the Dexr Closed Beta Program, you agree to the following terms:

31.1. Feedback and Communication: You are required to complete a feedback form or questionnaire to provide valuable insights about your experience with our product. Additionally, you must participate in at least one feedback interview with a representative from Dexr, which will be instrumental in guiding the development and enhancement of our services.

31.2. Data Utilization for Product Optimization: Your participation grants us the permission to capture and analyze data related to your interaction with our platform. This data will be exclusively used for the purpose of product optimization, improving user experience, and enhancing the overall functionality of our services.

31.3. Use of Content for Promotional Purposes: Any content created, uploaded, or shared on our platform during the closed beta phase may be used by Dexr for promotional purposes.

31.4. Intellectual Property Rights: While we retain the right to use your content for promotional activities, the intellectual property (IP) of all content created on our platform during the closed beta program remains with you, the creator. Dexr does not claim ownership of your content.

31.5. Program Duration: These specific terms are valid until the conclusion of the closed beta program on February 29, 2024. Upon the program's completion, standard terms and conditions will apply unless otherwise specified.

By participating in the Dexr Closed Beta Program, you acknowledge and agree to these terms, which are designed to foster a collaborative environment for product improvement and to respect the creative rights of our users.