Article 1 | Definitions

1.1. The following terms shall have the following meanings under this Agreement:

"Services" shall mean the services provided or to be provided by Tunity to the Customer, according to the terms and conditions stipulated in this Agreement. "Tunity" shall mean Tunity NV, with registered office at 2440 Geel, Kleinhoefstraat 5/48, and with company number 0695.501.777.

"Tunity Group" will mean Tunity NV, Social Ctrl BV, Treepack BV, TransferAntique BV and MTB-You. For more info : www.tunity.group

"Intellectual (Property) Rights" shall mean (a) copyrights, patents, trademark rights, software copyrights, database rights and rights relating to trademarks, designs, know-how and trade secrets; (b) applications for registration, and the right to apply for registration, for any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

"Agreement" shall mean present Agreement, including its attachments and any addenda;

"Software" shall mean all computer programs in any form, in source or target code, including programs built into the equipment, as well as the preparatory design material that may lead to the creation of a program, insofar as they meet the conditions for eligibility for copyright protection.

"Confidential Information" shall mean information communicated by a Party to another Party under this Agreement where such information has not yet been disclosed, provided that such information is designated or otherwise identifiable as being confidential at the time of disclosure or information which, by the context in which it is given, is sufficient to inform the receiving Party of its confidential nature.

Article 2 | Object

2.1. Tunity undertakes to provide Services to the Customer in a completely independent manner in accordance with the provisions of the preceding Agreement. 2.2 The Parties undertake to cooperate in good faith and to provide each other with all information useful or necessary to ensure the proper performance of the Services.

Article 3 | Obligations of Tunity

3.1. Tunity undertakes to use all reasonable efforts to provide the Services in a professional manner and to the best of its knowledge and ability.

3.2. Tunity will only begin providing the Services described in Article 2 after receiving a version signed by the Customer or approval by mail of the Agreement/Offer. After the delivery of a Service (strategy, website and/or marketing), the corresponding invoice will be sent.

When using the SME portfolio, this will run in accordance with the procedure of this.

3.3. Tunity reserves the right to make use of internal and external employees of Tunity Group and various specialized consultants if it deems it useful or necessary to provide the Services in a professional manner.

3.4. If requested by a Party, a monthly feedback meeting will be scheduled where Parties can discuss the progress of the Services.

Article 4 | Obligations of the Customer

4.1. Customer shall provide all necessary information and materials to enable Tunity to perform the Services correctly and timely, including but not limited to accurate and complete information about Customer's products and/or services, access details, IT equipment, etc.

The Customer assures that the use of this information and material does not violate national and international regulations, nor the rights of third parties, and indemnifies Tunity against any possible claim by third parties regarding the information and material.

4.2. Any change in the aforementioned data or material, as well as any change that may affect the Services, must be immediately communicated to Tunity by the Customer. Failure to communicate such changes shall relieve Tunity of its obligations under this Agreement.

4.3. The Customer acknowledges that Tunity is best positioned to determine the most professional and relevant course of action, and leaves the delivery and performance of the Services entirely to the discretion and ability of Tunity. The Customer shall ensure that no impediments arise during the planning and/or execution of the Services, unless at least 3 weeks prior written notice is given that a particular service must be pushed back by up to 2 weeks, if the development, execution, of the corresponding service has not yet started. Subject to serious demonstrable reasons (in case of illness, accident, force majeure,...), the project and/or corresponding services will be rescheduled by mutual agreement.

Article 5 | Compensation

5.1. The Customer undertakes to pay the fee to Tunity correctly and timely, as further provided in this article.

5.2. The Customer pays Tunity a fee for the Services provided by Tunity.

Article 6 | Payment and billing

6.1. Tunity invoices its Services to the Customer through a detailed invoice, and the Customer undertakes to pay this invoice no later than 14 (fourteen) days after the invoice date to Tunity's account with account number IBAN: BE43 7350 5076 1401. The Customer is deemed to have accepted Tunity's invoice in the absence of a reasoned protest by registered letter within 8 (eight) calendar days of sending.

6.2. Non-payment of an invoice when due automatically gives Tunity the right to suspend any delivery and performance of Services under this, or any other Agreement between the Parties. However, this does not release the Customer from continuing to perform its own obligations under this, or any other Agreement between the Parties.

6.3. In default of timely payment, the Customer shall be liable, ipso jure and without notice of default, to pay default interest at the rate of 10 (ten) % on all overdue unpaid amounts from the due date of the invoice, and, by way of a lump-sum and irrevocable stipulation, an increase of 15 (fifteen) % of the amount due with a minimum of 125 (one hundred and twenty-five) euros, as compensation for the collection costs of the claim.

6.4. Tunity's general terms and conditions, as known by Customer, shall apply to these invoices, except where inconsistent with the particular provisions of this Agreement.

Article 7 | Intellectual rights

7.1. Tunity is liable for and indemnifies the Customer against Intellectual Property claims of third parties, provided that the Customer immediately informs Tunity by registered letter of the existence and content of such claim, and leaves its handling entirely to Tunity.

Tunity is not liable for any indemnification if the Customer has modified, edited or used the Intellectual Rights provided by Tunity in any way or for any purpose other than that for which they were provided or developed.

Article 8 | Liability and warranties

8.1. Tunity is not responsible or liable for :

• Delays or non-performance of obligations under this Agreement resulting from Force Majeure or other circumstances beyond its reasonable control;
• Consequences of decisions made on the basis of preliminary reports, conclusions or advice, whether oral or written;
• Implementation of scripts in need of measurement results of the Client's campaigns;
• Choices of current or future vendors regarding acceptance and positioning of ads and/or websites.

8.2. In any case and regardless of cause, Tunity's liability will be limited to the contractual value of this Agreement as provided in Article 6 of the Agreement.

Article 9 | Duration and termination

9.1. The Agreement shall commence from the date on which this Agreement is signed (digitally) by both Parties or approved by mail and is concluded for an indefinite period.

Article 10 | Confidentiality

10.1. The parties undertake to treat such Confidential Information with the utmost caution, including by (i) using it only to the extent necessary and in the context of the performance of this Agreement, (ii) restraining employees and associates, in the broadest sense, from any disclosure or making available to third parties any Confidential Information (iii) not disclosing or making it available, either in whole or in part, orally or in writing to the knowledge or availability of employees other than those who need to know them for the performance of the Agreement, (iv) not to disclose them or make them available to third parties without the prior and written agreement of the other Party, (iv) to return them to the other Party or destroy them if it appears that they are no longer needed for the Agreement or at the request of the other Party.
This obligation applies both during the term of this Agreement, and after its termination.

10.2. Confidentiality does not apply to information that:
- is in the public domain;
- becomes known by lawful means and without violation of provisions of the Agreement;
- the receiving Party is required to disclose as part of a due diligence and/or external audit procedure or in accordance with an applicable law or court order, provided that the receiving Party discloses to the disclosing Party in advance and in a reasonable manner the applicable law or court order and provides the latter with an opportunity to oppose and/or limit the disclosure in question.

10.3 Unless otherwise agreed, the Customer allows Tunity to refer to the Customer as a reference in the development of its commercial activity.

Article 11 | Non-solicitation/non-competition

11.1. Except with the prior written agreement of the other Party, the Parties shall not recruit, employ, or otherwise engage in any work of the other Party's employees or associates during the term of this Agreement and for the following 12 (twelve) months, either in direct employment or in any other connection.

If a Party violates the aforementioned prohibition, it shall owe the other Party a lump sum compensation equal to 100,000 (one hundred thousand) EUR / breach.

11.2. The Customer agrees, during the term of the Agreement, not to perform and/or have performed any services identical or similar to the Services that are the subject of this Agreement, except with Tunity's prior written consent.
If the Customer violates the aforementioned prohibition, Tunity will not be liable for any indemnification.

Article 12 | Miscellaneous provisions

12.1. This Agreement constitutes the entire contractual relationship between the Parties. It takes precedence over any agreement, communication, offer, proposal or correspondence, oral or written, exchanged between the Parties or entered into before the date of this Agreement and concerning the same subject matter, unless otherwise provided. The Agreement is supplemented, if necessary, by Tunity's general terms and conditions.

12.2. Any amendment to the Agreement must be in writing or by mail and must be approved by each Party.

12.3. The parties cannot assign the Agreement, in whole or in part, to third parties except with the prior written consent of the other party. However, the parties may assign the Agreement, in whole or in part, to an Affiliated Company without the other party's agreement, provided he notifies the other party.

12.4. If any of the provisions of this Agreement, in whole or in part, should be void, invalid, unenforceable or conflict with any provision of mandatory law or public policy, this shall not affect the validity of the other provisions of this Agreement. The Parties undertake to replace the void, invalid, unenforceable or inconsistent with any provision of mandatory law or public policy with a legally valid provision that is as close as possible to the intentions that the Parties had when drafting this provision in question.

12.5. If a Party fails to assert any of its rights under the Agreement, this shall not constitute a waiver of such right and shall in no way constitute an extension or modification of the other Party's rights. If a Party fails to assert a right with respect to the other Party's failure to perform some obligation arising from the Agreement, the waiver of such right shall not be deemed a waiver of any right with respect to a subsequent failure to perform the same or any other obligation.

12.6. A Party shall not be liable for the non-fulfillment of its obligations under this Agreement when this is due to reasons attributable to Force Majeure or other circumstances beyond the reasonable control of such Party, such as, among others, strikes, fire, logistical problems, Internet, electrical or (tele)communication failures,, arbitrariness of search robots or the non-fulfillment of Agreement by third parties. The Party concerned shall make every effort to ensure continuity and compliance with its obligations as soon as possible.

12.7. The Parties agree that all notices and other correspondence under this Agreement shall be sent to the above addresses In the event that either Party moves its registered office or residence, it shall notify the other Party immediately, and by registered mail.

Article 13 | Applicable law and competent court

13.1. This Agreement is governed by Belgian law to the exclusion of any foreign law.

13.2. All disputes relating to the existence, validity, interpretation and/or performance of this Agreement shall be under the exclusive jurisdiction of the Courts and Courts of Appeal of the judicial district of the place where Tunity has its registered office.

Article 14 | SME Portfolio

14.1. By using the services shown in this Agreement, the Customer can possibly benefit from the subsidies of SME portfolio. This only applies to all services provided by Tunity NV that involve the provision of advice and/or training intended to promote the operation of the Customer's business. Examples include a business strategy, sales training, drawing up a digital communication plan, drawing up a social media marketing plan, making a market analysis, making a social media analysis, giving advice on e-mail marketing, giving advice on Google Adwords, giving advice on social media... The following do not fall under kmo-portefeuille: developing a website, managing a social media page, making a graphic design,... Part of the invoice will then be financed by the Flemish Government. Up to 7500 euros (support rate = 30%) for a small company and up to 7500 euros (support rate = 20%) for a medium-sized company. Tunity NV is a certified service provider in the pillar Advice (registration number DV.A229285) and in the pillar Training (registration number DV.O239416). In case of cancellation of the advice or training track, the cost price will be 50% of the track. In case of agreement or force majeure this is not the case. (Click here for more info).