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General Terms & Conditions

1. Definitions.

Jack & Charlie is a «bvba» incorporated under Belgian law. Its registered office is at Vaartkom 41/0202, B-3000
Leuven, Belgium (VAT: BE 0896.899.117). The Client is the physical or legal person who in the course of their
professional activity has ordered services or goods. The Service provided are the services ordered by the Client.

2. Scope.

These terms and conditions form the contract linking the parties, to the exclusion of the Client’s own conditions.
No exemptions to these conditions will be allowed without the prior written consent of Jack & Charlie. The
absence of implementation of any provision contained in these Terms and Conditions can not be interpreted as a
waiver by Jack & Charlie or as an acknowledgment of any right on the part of the Client.

3. Service request.

All service requests should be made by the Client to Jack & Charlie. Jack & Charlie will send the Client a price
quote for the requested service. The price is shown exclusive of VAT. If the Client accepts the price, he can place
an order for the services which he has requested, at the price shown on the quote. Jack & Charlie may ask the
Client for a deposit equivalent to 50% of the price plus VAT and other taxes. He will then receive an
acknowledgement of his order from Jack & Charlie. The order is confirmed and the contract agreed if, within 15
days from the date of sending of the acknowledgement of the order, Jack & Charlie has not refused the order.

4. Payment.

Jack & Charlie can ask the Client a deposit of 50% of the purchase price plus VAT and other taxes, due at the
time the order is submitted. The balance of the price plus VAT and other taxes is due upon delivery of the
services ordered.

5. Cancellation clause.

The Client has the right to cancel the contract provided that 1) the cancellation is sent in writing or by email within
30 days of its submission, 2) Jack & Charlie shall not have started to carry out its obligations and 3) the Client
shall pay compensation for cancellation equivalent to 66% of the deposit paid, the balance then being refunded to
the Client. Beyond this 30 day period or in case of Jack & Charlie having started work on the contract, it will no
longer be possible for the Client to cancel the contract. For inasmuch as is necessary, article 1794 of the Code
civil shall be, by express agreement, rendered inapplicable. Jack & Charlie may cancel the contract at any
moment by refunding to the Client the total amount of the deposit paid.

6. Modification.

Any modification of the order made after submission of the contract should be sent by email to Jack & Charlie
who, in case of acceptance, reserve the right to modify these conditions as a consequence.

7. Responsibility.

Jack & Charlie is not responsible, either contractually or extra-contractually, for any files, models, drawings,
media or any other element sent or used by the Client in the course of its execution of the contract. The Client
guarantees that he is the owner and/or is legally authorized to use all the elements transmitted (typography,
photographs, drawings, models, etc.) and that he is solely and uniquely responsible for their usage and for the
use of the services and systems provided by Jack & Charlie, included in this is respect for legislation relating to
privacy. He will exclude Jack & Charlie from any claim by third parties relating thereto, for principal, interest and
costs. Jack & Charlie is not responsible for any material or media transmitted by the Client, who agrees to insure
such items against all risks (fire, theft, damage, etc.), at no cost to Jack & Charlie. Jack & Charlie is not
responsible for any faults, deficiencies or damage caused by third parties, including by sub-contractors or
enforcement officers. The Client is solely responsible for any delays, malfunctions or adverse consequences
which might arise from inaccurate or incomplete information communicated to Jack & Charlie. The Client
acknowledges and accepts that all the obligations to which Jack & Charlie is subject are strictly limited and that
Jack & Charlie is not responsible except in the case of gross negligence or fraud. In the event that the Client can
prove the existence of gross negligence or fraud on the part of Jack & Charlie, the damages which the Client can
claim only includes material damage resulting directly from the offence with which Jack & Charlie is charged, to
the exclusion of any other damage (including psychological damage, loss of enjoyment or pleasure, loss of
earnings, costs incurred, etc.) and shall not, in any event, exceed 75% (excluding taxes) of the amount actually
paid by the Client for execution of the contract.

8. Intellectual property rights.

Under all circumstances, Jack & Charlie retains ownership of all copyright for the products to be produced by
Jack & Charlie in execution of the contract. However, in circumstances where Jack & Charlie may be able to
concede copyright to the Client, Jack & Charlie will, upon payment of the entire cost, concede the rights to
exclusive use of the product or the service supplied in execution of the contract.
However, Jack & Charlie retains the right to make use of the finished product (free of charge) produced for the
Client according to the contract, in order to carry out, by whatever means, promotion of its products and services
to third parties. Jack & Charlie remains sole proprietor of all other intellectual property rights (such as trademarks,
patents, drawings, models, copyright on any work other than that which constitutes the finished product produced
under the contract), and of any know-how developed in the course of production of its services.

9. Approval of goods and services.

Based on the parameters set by the Client, Jack & Charlie will supply within 7 days of conclusion of the contract,
a first draft of the goods or services. The Client has 7 days in which to approve or reject the project. In case of
rejection, he must set out his reasons for rejection. Any project which has not been rejected within the
aforementioned period is irrevocably accepted by the Client. Where appropriate, Jack & Charlie will supply a
second draft of the goods or services, within 7 days of the Client’s rejection of the first draft. The Client has 7
days in which to approve or reject the project. In case of rejection, he must set out his reasons for rejection. Any
project which has not been rejected within the aforementioned period is irrevocably accepted by the Client.
Where appropriate Jack & Charlie will carry out the required modifications and supply, upon prior payment of the
balance of the price, the final version of the product or service. Upon payment of the balance of the price, the
Client is solely and uniquely responsible for collection of the products or services ordered and agrees to take
necessary measures to avoid delivery of the contract, on his part or on the part of Jack & Charlie, from producing
damaging consequences.

10. Exclusivity and anti-poaching.

The Client agrees to deal exclusively with Jack & Charlie during the entire duration of the contract, in relation to
the services directly or indirectly linked to its execution, its consequences and effects and not to poach, either
directly or indirectly, the employees of Jack & Charlie or its independent service providers.

11. Time limits.

The time limits for delivery and execution are given for information only and are in no way binding upon Jack &
Charlie. Any delay in delivery or execution shall not give entitlement to compensation, damages or interest,
cancellation of the contract or suspension of the Client’s obligations.

12. Force majeure, accident and lack of foresight.

Jack & Charlie cannot be held responsible, either contractually or extra-contractually, in the event of temporary or
permanent failure to carry out its obligations, when this failure is the result of force majeure or accident. The
following events, in particular, shall be considered to be due to force majeure or accident:

1) the loss, partial or total destruction of Jack & Charlie computer systems or of its data base when one or other of these events
cannot reasonably be considered to be the direct fault of Jack & Charlie and it cannot be demonstrated that Jack
& Charlie has omitted to take reasonable measures to prevent one or other of these events, 2) earthquake, 3) fire, 4) flood, 5) epidemic, 6) acts of war or terrorism, 7) strikes, whether official or unofficial, 8) lock-outs, 9) insurrections and riots, 10) cuts in energy supply (such as electricity), 12) failure of the internet or data storage system, 13) failure of the telecommunications network, 14) loss of connection to the internet or to the telecommunications network upon which Jack & Charlie relies, 15) an act or decision by a third party, where such a decision affects the correct execution of this contract or 16) any other cause beyond the reasonable control of Jack & Charlie.

If, due to circumstances independent to the wishes of Jack & Charlie, the execution of its obligations cannot be
carried through or is simply made more onerous or difficult, Jack & Charlie and the Client agree to negotiate
loyally and in good faith a modification of the contractual conditions within a reasonable period of time in order to
restore the equilibrium. Failing an agreement within a reasonable time limit, each of the Parties may invoke the
cancellation of the contractual relationship which unites them, without indemnity or compensation of any kind
whatsoever.

13. Claims.

Delivery by Jack & Charlie of the product or service ordered or their partial use carries with it final approval of
what has been delivered. Claims relating to work delivered or services supplied are only admissible if (a) they do
not relate to the conformity of the goods or services delivered to the parameters set out by the client and (b) they
are sent by recorded delivery letter within 8 days of delivery. In any event, any legal action relating to contractual
or extra-contractual liability against Jack & Charlie is limited to 6 months from the date of occurrence of the fault.

14. Payment.

Invoices are payable within 30 days of receipt, unless otherwise expressly arranged, to the headquarters of Jack
& Charlie, or to the financial institution mentioned on the invoice. Any invoice which remains unpaid by the due
date will be subject to an annual interest rate of 15% per month until payment is made, not including a standard
penalty clause of 15% with a minimum of 125.00 Euros, without prejudice to the application of the law of August
2nd 2002 relating to commercial transactions. Receipt of the invoice constitutes automatically and in conformity
with article 1139 of the Code Civil notice to the debtor, without the need for further action or notice of expiry of the
term. If no payment is received by the due date, Jack & Charlie also reserves the right to suspend, without any
prior notice, the execution of its obligations and independently of its right to consider, without warning or prior
judicial decision, the contract as cancelled by the fault and wrongdoing of the Client and to demand damages and
interest. The same applies in the case of failure by the Client to carry out any of his obligations.

15. Other.

The possible invalidity of any provision within these Terms and Conditions shall not affect the validity of the
remaining provisions. Any clause shall be interpreted, where appropriate to be in favour of Jack & Charlie . The
contract, its negotiation, its effects and consequences shall all be subject to Belgian law and any dispute relating
thereto shall be under the sole jurisdiction of the courts of Leuven, and where appropriate of the Justice of the
Peace of Leuven, acting in the Dutch language.