These General Terms and Conditions apply to the supply of hardware ('Devices') and the supply of consultancy or other services ('Services') by Elausys to you (the 'Customer'). They replace, without exception, all of the Customer's terms and conditions of quotation, acceptance, purchase and/or delivery, even if they stipulate the opposite. By placing an order ('Order'), the Customer automatically accepts these General Terms and Conditions, also for repeat orders, and waives its own terms and conditions.

For the purposes of these Terms, 'Software' means all software embedded in, supplied with, or required for the operation or configuration of the Devices, including but not limited to firmware, ETS application programs, parameter configurations, logic module structures, communication object definitions, and any associated documentation, in both object code and source code form.

1. Orders

No contract for the supply of Devices or Services (the 'Contract') between the Customer and Elausys exists until Elausys has accepted the Order from the Customer in writing or by performance. Every Contract will be governed by these General Terms and Conditions. The Customer may not alter, cancel or reschedule Contracts without Elausys's written consent.

Only the references appearing in Elausys's catalogues will be considered for Orders. No return of Devices will be accepted without Elausys's prior written agreement.

Elausys reserves the right to apply minimum quantities to the Orders that are at least equal to the smallest packing unit.

2. Prices

The prices applying for Devices and Services are those that are valid at the time of placing the Order.

Offers made by Elausys are valid for a period of 30 (thirty) calendar days, unless otherwise stated. Prices do not include taxes, duties and other charges or fees, such as fees for special packaging and labelling of the Devices, permits, certificates, customs declarations and registration (collectively 'Additional Charges'). Additional Charges are payable by the Customer.

Unless a separate software product or service is expressly identified in the accepted Order, the price of the Devices includes the licence to use their embedded Software in accordance with Article 7.2. Separately identified software, Cloud Services and subscriptions are invoiced as stated in the accepted Order.

3. Terms of Payment

Elausys will raise an invoice for each delivery.

Invoices must be paid, without set-off or deduction, on invoice date, unless Elausys has agreed to a different payment term in writing. On any unpaid invoice, Elausys can charge (i) interest at 12% per annum from the due date to the date of payment and (ii) a fixed fee of 10% of the sum owed with a minimum of 25 euros.

If the Customer fails to make any payment under this Contract, Elausys can suspend all deliveries of Devices yet to be made and/or suspend the Services and declare all unpaid invoices immediately due and payable.

4. Delivery and Title

4.1 Shipping and Delivery

All Devices are shipped by a carrier selected by Elausys (such as UPS, DHL, or any other carrier designated at the time of the Order). Shipping fees are payable by the Customer and are indicated at the time of placing the Order. The shipping fees are non-refundable, except where the return is due to an error attributable to Elausys.

4.2 Transfer of Risk

Risk of loss, damage, or destruction of the Devices passes to the Customer upon delivery of the Devices to the carrier. Once the Devices have been handed over to the carrier, Elausys shall not be liable for any loss, damage, delay, or misdelivery caused by the carrier. The Customer is responsible for inspecting the Devices upon receipt and for notifying both the carrier and Elausys in writing of any visible damage or shortage within three (3) business days of delivery.

4.3 Delivery Times

Delivery dates or estimated delivery times communicated by Elausys are indicative only and shall not be binding. Elausys shall not be liable for any delays in delivery. A delay in delivery does not entitle the Customer to cancel the Order, to refuse delivery, or to claim any compensation.

4.4 Partial Deliveries

Elausys reserves the right to make partial deliveries. Each partial delivery shall be treated as a separate transaction and the Customer shall pay for each partial delivery upon receipt of the corresponding invoice. A delayed delivery of part of an Order does not give the Customer the right to cancel other deliveries.

4.5 Retention of Title

Notwithstanding the transfer of risk, all Devices remain the property of Elausys until their selling price has been paid in full. Elausys reserves the right to reclaim Devices for which payment in full has not yet been made from the person holding the Devices. Until full payment, the Customer shall store the Devices separately and in a manner that identifies them as Elausys's property.

4.6 Equivalent Devices

Elausys reserves the right to deliver Devices that are equivalent to the Devices ordered in terms of price and functionality.

5. Elausys's Warranty Scheme

For Devices, Elausys offers two (2) years' warranty from the date of delivery. The invoice date counts as the date of delivery. If there is no invoice, the date of production applies.

This warranty, as Elausys chooses, covers the repair, replacement or repayment of a Device, but does not cover any loss or damage or costs associated with the lack of compatibility, including the costs of third parties (who have become involved, whether or not on the instructions of the Customer).

In the event of a lack of compatibility, the Customer must notify Elausys thereof in writing not more than one (1) month following discovery of the problem. The Customer must also clearly describe the problem. Without a description of the problem, Elausys will only carry out a brief test of the basic functions of the Device.

The warranty conditions do not apply: (i) when the cause of a fault is an incorrect installation, improper or negligent use or incorrect operation or transformation of the Device; (ii) maintenance contrary to the maintenance instructions of the Device; (iii) external cause — a cause that is outside Elausys's control and that cannot be attributed to Elausys — such as moisture damage, damage due to overstress, etc; (iv) when the cause of the problem is inherent to the normal useful life or service life of the Device, such as a faulty fuse or flat battery that can be replaced by the Customer; (v) in cases in which Elausys's liability is excluded, as described in Article 6; (vi) in the circumstances described in Article 5bis, namely the loss or restriction of interoperability with a Third-Party System.

To the extent permitted by law, Elausys makes no other warranty, express or implied, such as warranty of merchantability, fitness for a particular purpose, uninterrupted use and non-infringement.

Special Warranty Conditions for Special Orders

The present Special Warranty Conditions apply to the delivery of Special Orders. These are either Appliances modified by the Customer (1), either Appliances modified by Elausys at the Customer's request (2), or third parties products modified by Elausys at the Customer's request (3). In case of Special Orders, the following warranty conditions apply.

Modification of the Appliance by the Customer

In accordance with Article 5 of the General Conditions of Sale, Elausys gives no warranty for faults caused by a modification of the Appliance. Elausys shall not be responsible and shall on no account be held liable for any loss or damage caused by an Appliance that has been modified by the Customer.

Modification of the Appliance by Elausys

In accordance with Article 5 of the General Conditions of Sale, Elausys gives a warranty of 1 year from the date of Delivery of the customized Appliances covered by this order.

Modifications of third parties products by Elausys

Notwithstanding Article 5 of the General Conditions of Sale, Elausys gives no warranty on customized Appliances covered by this order. This applies as well to adjustments made by Elausys to a product of a third party ("the original product"), as to the original product itself. In accordance with Article 6 of the General Conditions of Sale, Elausys shall not be liable for damage caused by products of third parties, including damage caused by the original product.

Article 5bis: Third-Party Systems and Interoperability

5bis.1 Definition. For the purposes of these Terms, 'Third-Party System' means any device, appliance, installation, software, firmware, cloud service, server, user account, application programming interface, communication protocol or other infrastructure that is manufactured, supplied, operated, hosted or controlled by a party other than Elausys, and with which a Device is designed or advertised to communicate.

5bis.2 Nature of the Devices. The Customer acknowledges and accepts that the Devices are communication gateways whose function consists in exchanging data with Third-Party Systems, and that such exchange depends entirely on interfaces, protocols, data structures, firmware versions, authorisations and access conditions that are determined and may be changed unilaterally by the relevant third-party manufacturer or operator. Elausys has no control over those interfaces and access conditions and holds no contractual right requiring any third party to maintain them. The Customer acknowledges having been informed of this dependency before placing the Order.

5bis.3 Scope of the sale. The Devices are sold on the basis of the functionality and the interoperability that exist at the date of delivery, as described in the documentation applicable at that date. Elausys gives no warranty, undertaking or representation that any interoperability with a Third-Party System will remain available, complete or unchanged after delivery. The continued availability of such interoperability does not form part of the agreed characteristics of the Devices and is not a condition of the Contract.

5bis.4 Loss of interoperability. Any total or partial loss, restriction, degradation or interruption of the communication between a Device and a Third-Party System resulting from an act, omission or decision of a party other than Elausys — including but not limited to a firmware, software or cloud-service update, the modification, restriction or discontinuation of a protocol or application programming interface, the introduction of authentication, encryption, certification, licensing, subscription or approval requirements, a change in access, pricing or usage conditions, the deactivation or restriction of an account or credential, the withdrawal of a product or service from the market, or the cessation of activity of the third party — constitutes an external cause within the meaning of Article 5 (iii) and a matter over which Elausys has no control within the meaning of Articles 6 (b), 6 (c), 6 (f) and 9. Such an event does not constitute a defect, a fault, a lack of compatibility, a lack of conformity or a non-performance attributable to Elausys.

5bis.5 Exclusion of remedies. In the circumstances described in Article 5bis.4, and without prejudice to Article 5bis.7, the Customer is not entitled to: (a) any refund, repayment or credit of the price of the Device, of shipping fees or of Additional Charges; (b) the return, exchange, replacement or repair of the Device; (c) any reduction of the price; (d) the cancellation, termination, rescission or dissolution of the Order or of the Contract, in whole or in part; (e) the suspension, deduction or set-off of any amount due to Elausys; or (f) any compensation, indemnity or damages of any nature whatsoever.

5bis.6 Efforts of Elausys. Where the communication between a Device and a Third-Party System is lost or restricted as described in Article 5bis.4, Elausys will use reasonable commercial efforts to assess whether a technical solution can be developed and, if so, to make a firmware or software update available to the Customer within a reasonable period. Elausys determines at its sole discretion whether such a solution is technically, legally and economically feasible. Neither the making available of an update nor the absence thereof gives rise to any obligation, admission or liability of Elausys beyond this Article.

5bis.7 Consumers. Where the Customer is a consumer, this Article applies only to the extent permitted by law and does not affect the mandatory rights that the consumer enjoys under the applicable legislation, including the legal guarantee of conformity. Any provision of this Article that would be unenforceable against a consumer remains fully applicable to Customers acting for purposes relating to their trade, business, craft or profession.

6. Limitation of Liability

Elausys is not responsible and cannot under any circumstances be held liable for any form of loss or damage due to:

(a) faults or negligence of the Customer or a third party; (b) products and services of third parties; (c) the faulty functioning or non-functioning of the Internet connection, broadband connection or other service or infrastructure over which Elausys has no control; (d) incorrect use of the Devices or Services; (e) brief interruptions in the availability or functioning of the Devices or Services as a result of a technical intervention (such as maintenance); (f) faults in the Devices or Services over which Elausys has no control, given the state of knowledge and technology; (g) the loss, restriction or discontinuation of the interoperability between a Device and a Third-Party System, as described in Article 5bis; (h) any unavailability, interruption, delay, loss of data or non-execution of commands or notifications of the Cloud Services, as described in Article 6bis.

To the extent permitted by law, neither Elausys nor its employees or agents are liable for any indirect, special, incidental or consequential damage (such as loss of profit or turnover, loss of data, loss of use, repair costs, production costs, reputational damage or loss of customers). To the extent permitted by the applicable legislation, the compensation for damage that the Customer can claim from Elausys for direct damage shall never exceed the price of the Device or the Service at issue. If the above limitation of liability is deemed invalid under applicable law, Elausys's total liability shall never exceed 10,000 euros or the equivalent thereof.

The Customer will indemnify and defend Elausys against any claims based on: (i) Elausys's compliance with the Customer's designs, specifications or instructions, (ii) the modification of a Device by someone other than Elausys or (iii) the use of Devices in combination with other products.

Article 6bis: Cloud Services and Remote Access

6bis.1 Scope. For the purposes of these Terms, 'Cloud Services' means the online services that Elausys operates or has operated on its behalf and that complement the Devices, in particular HyperVisu remote access, the ElauPro configuration platform and the connectivity of alarm gateways, together with the related mobile applications, servers and interfaces. Cloud Services are an optional complement to the Devices, which are designed to operate locally. Their use is governed by these Terms, by the Privacy Policy and, where applicable, by any specific written agreement.

6bis.2 No guaranteed availability. Cloud Services are provided 'as is' and 'as available'. Unless a separate written agreement expressly stipulates a service level, Elausys gives no warranty or undertaking that the Cloud Services will be available, uninterrupted, error-free, timely or secure. The Cloud Services may be unavailable, slowed down or degraded, in whole or in part, for any period of time, in particular because of maintenance, updates, incidents, cyberattacks, failures of Elausys's infrastructure or of third parties (hosting providers, telecom and internet operators, DNS, mobile networks, push notification services, application stores, etc.), failures of the Customer's or its end user's own internet connection, power supply or equipment, or any event referred to in Article 9.

6bis.3 Missing, delayed or inaccurate information and commands. During or after any unavailability, interruption or degradation, data, states, events, logs, notifications and alarms may be delayed, lost, incomplete or inaccurate, and commands may be delayed, not transmitted, not executed, executed late or executed more than once. The Customer acknowledges this risk and shall not rely on the execution of a command or the delivery of a notification or alarm without verifying it by other means. Elausys does not guarantee that data stored in the Cloud Services will not be lost and does not provide any backup service unless expressly agreed in writing.

6bis.4 Not a safety or monitoring system. The Cloud Services are a convenience feature and are not designed, tested or intended to be relied upon for safety-critical, life-safety, health, security, fire, intrusion or emergency functions. The installation must continue to operate locally and independently of the Cloud Services. The Customer remains solely responsible for the local safeguards required (such as sirens, local alarms, manual controls and detectors) and, where required by law, by insurers or by the risk concerned, for professional monitoring by a certified alarm receiving centre. Notifications sent by alarm gateways are complementary only and do not constitute a monitoring, surveillance or alarm-reception service.

6bis.5 Responsibilities of the Customer. The Customer is responsible for: (a) its internet connection, equipment and power supply, and those of its end users; (b) keeping its credentials and those of its users confidential and for all activity carried out with them; (c) keeping the Devices, applications and firmware up to date; (d) the accuracy of the information it provides; (e) the configuration and the proper installation of the Devices; (f) keeping its own backups or exports of its configurations; and (g) using the Cloud Services lawfully and in accordance with the documentation. Where the Customer is an installer, integrator or reseller, it shall inform its own clients and end users of the limitations set out in this Article 6bis and shall not give them any warranty or undertaking on behalf of Elausys.

6bis.6 Changes, suspension and discontinuation. Elausys may, at any time, modify, limit, suspend or discontinue all or part of a Cloud Service, for example for maintenance, security, technical, legal or commercial reasons, or in the event of misuse, non-compliant use or non-payment. Elausys will endeavour to give reasonable prior notice where this is practicable, but is not obliged to do so in the event of an emergency or a security risk.

6bis.7 Exclusion and limitation of liability. To the extent permitted by law, and without prejudice to Article 6, Elausys shall not be liable for any unavailability, interruption, slowdown or degradation of the Cloud Services, nor for any delay, loss, absence or inaccuracy of data, states, events, logs, notifications or alarms, nor for any command that is not transmitted, not executed, executed late or executed more than once, nor for the direct or indirect consequences thereof, including loss of profit, loss of data, loss of use, property damage, or the consequences of an alarm or a command not being received or executed. Where liability cannot be excluded, it is limited, for all claims relating to the Cloud Service concerned, to the fees actually paid by the Customer for that Cloud Service during the twelve (12) months preceding the event giving rise to the claim or, if no fees were paid, to the limit set out in Article 6.

6bis.8 Indemnification. The Customer shall indemnify and hold Elausys harmless against any claim brought by its own clients, end users or other third parties arising out of the unavailability, interruption or malfunction of the Cloud Services, the non-delivery or delay of a notification or alarm, or the non-execution or late execution of a command, unless the damage results from Elausys's fraud or intentional misconduct.

6bis.9 Mandatory law and personal data. Nothing in this Article excludes or limits liability that cannot be excluded or limited by law, in particular liability for fraud, intentional misconduct or gross negligence, for death or personal injury, or any mandatory rights of consumers. Personal data processed through the Cloud Services is handled in accordance with Article 8 and the Privacy Policy; where the Customer operates an installation for its own clients, Elausys processes the data of those clients as a processor on the Customer's instructions under a data processing agreement.

7. Intellectual Property Rights

7.1 Ownership of Intellectual Property

Subject to Article 7.6, the Customer acknowledges and agrees that all intellectual property rights in and to the Devices, the Software, and the Services — including but not limited to copyrights, database rights, trade secrets, know-how, patents, design rights, and any other intellectual property rights, whether registered or unregistered — belong exclusively to Elausys and/or its licensors. No transfer of intellectual property rights is effected by the sale of Devices or the provision of Services.

7.2 Limited License

Elausys grants the Customer, and each subsequent lawful user of a Device within the meaning of Article 7.2bis, a non-exclusive, non-sublicensable licence to use the Software embedded in or supplied with the Devices, solely to operate the Devices in accordance with their documentation, for the entire period of lawful use of the Device concerned. The price of the Devices includes this licence: no separate licence fee is due for the embedded Software unless a separate software product or service is expressly identified in the accepted Order. For software or services supplied separately (such as applications, the Cloud Services referred to in Article 6bis, or subscriptions), the scope and duration of the licence or right of use are those specified in the accepted Order or in the applicable specific conditions. The licence may only be terminated in accordance with Article 7.8. It does not extend to any standalone use, modification, adaptation or distribution of the Software, except as provided in Article 7.3bis.

7.2bis Transfer of a Device

The licence is attached to the Device. Where a Device is lawfully transferred to a new owner or user (by sale, gift or otherwise), the licence passes with it to the new lawful user on the terms of this Article 7, subject to the mandatory rules on the exhaustion of rights, and the transferor's right to use the Software of that Device ends. The transferor shall pass on the documentation supplied with the Device, inform the new user that the Software is used under these licence terms, and keep no copy of the Software other than as permitted by law.

7.3 Restrictions on Use

Subject to Article 7.3bis, the Customer shall not, and shall not permit, cause, or authorise any third party (including but not limited to affiliates, subcontractors, partners, distributors, or agents) to:

(a) reproduce, copy, duplicate, or replicate the Devices, the Software, or any part thereof, whether in whole or in part, including but not limited to the ETS application structure, parameter configurations, logic module architectures, communication object tables, or any other functional or structural element;

(b) modify, adapt, translate, enhance, or create derivative works based on the Devices or the Software;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or extract the source code, object code, structure, algorithms, ideas, or architecture of the Software or any part of the Devices, whether by manual analysis, automated tools, or any other means;

(d) use the Devices or Software as a reference, template, or basis for developing, manufacturing, or commissioning any competing or substantially similar product, whether by the Customer or by any third party;

(e) use any tool, including but not limited to the ETS Manufacturer Tool or similar development environments, to extract, replicate, or recreate the structure, parameters, or functionality of the Software or any ETS application;

(f) remove, alter, obscure, or tamper with any proprietary notices, labels, markings, serial numbers, or identification on the Devices or in the Software;

(g) transfer, sell, lease, lend, or otherwise make available the Devices or Software to any third party for the purpose of analysis, benchmarking, competitive evaluation, or reverse engineering;

(h) disclose or provide access to the Software, its structure, parameters, or documentation to any person or entity not directly involved in the authorised use of the Devices.

7.3bis Statutory Rights of Lawful Users

Nothing in these Terms, including Articles 7.3, 7.4, 7.5, 7bis, 7ter and 7quater, excludes or limits the rights that applicable law grants to a lawful user of the Software or of a Device and that cannot be excluded by contract, in particular the right: (a) to make a back-up copy where necessary for the use of the Software; (b) to observe, study or test the functioning of the Software in order to determine the ideas and principles underlying any of its elements, while performing acts the user is entitled to perform; (c) to reproduce and translate the code (decompilation) where indispensable to obtain the information necessary to achieve the interoperability of an independently created program, under the conditions of Directive 2009/24/EC and the corresponding provisions of Belgian law; (d) to access and use the data generated by the use of a Device, under the conditions of Regulation (EU) 2023/2854 (Data Act); and (e) to carry out any other use that applicable law does not allow the parties to prohibit.

These rights may only be exercised within the limits and under the conditions laid down by law. Information obtained in this way may not be used for any purpose other than the one for which the law permits it, and in particular may not be used to develop, produce or market a program or product that is substantially similar in its expression to the Software or that competes with the Devices, nor be communicated to third parties except where necessary for the interoperability permitted by law. Acts carried out in accordance with this Article do not constitute a breach of these Terms and do not give rise to the contractual penalty provided for in Article 7quater.

7.4 Software Remains Elausys's Property

Subject to Article 7.6, all intellectual property rights with regard to the Software on the Devices and in the Services are and will remain the exclusive property of Elausys and/or its suppliers. Except as permitted by Article 7.3bis, the Software may not be reproduced or copied, including for the Customer's internal use. Elausys's rights apply to all versions, updates, patches, and derivative configurations.

7.5 Customer Acknowledgements

The Customer acknowledges that:

(a) the Software, including its architecture, parameter structures, logic modules, and functional design, represents substantial investment, proprietary know-how, and trade secrets of Elausys;

(b) the Software constitutes a copyrighted work protected under Directive 2009/24/EC and applicable Belgian and international law;

(c) any unauthorised reproduction, analysis, or use of the Software would cause irreparable harm to Elausys for which monetary damages alone would be an insufficient remedy.

7.6 Third-Party and Open-Source Components

The Software may include components supplied by third parties, including open-source software. These components remain subject to their own licence terms, which prevail over these Terms for those components; nothing in these Terms restricts the rights granted by those licences. Elausys supplies the notices, licence texts and other information required by those licences with the Devices, in their documentation or by other appropriate means and, where a licence so requires, provides access to the corresponding source code, or a written offer to provide it, in the form and within the period prescribed by that licence. Making a software bill of materials (SBOM) available on request does not replace these obligations.

7.7 Updates

Updates, patches and new versions of the Software supplied by Elausys are covered by the licence of Article 7.2 and by this Article 7, unless they are accompanied by specific terms. Except where required by law or expressly agreed in writing, Elausys is not obliged to supply updates. Nothing in this Article reduces Elausys's statutory obligations regarding the conformity of the Devices, security updates or support, to the extent that such obligations apply.

7.8 Termination of the Licence

To the extent permitted by law, Elausys may terminate the licence granted under Article 7.2 with respect to a user who commits a material breach of Article 7, 7bis or 7ter, if that breach has not been remedied within thirty (30) days of a written notice from Elausys describing the breach and requiring it to be remedied. Upon termination, the user concerned shall cease to use the Software. Termination is without prejudice to Article 7quater and does not affect the rights referred to in Article 7.3bis, the rights of the lawful users of other Devices, the mandatory rights of consumers, or the rules of jurisdiction applicable to them.

Article 7bis: Confidentiality

7bis.1 Confidential Information

For the purposes of these Terms, 'Confidential Information' means all information, whether written, oral, electronic, visual, or in any other form, disclosed by Elausys to the Customer or obtained by the Customer through the purchase, use, or analysis of the Devices or Services, including but not limited to: the Software (in all forms); technical specifications; circuit designs; schematics; firmware; communication protocols; ETS application parameters and structures; manufacturing processes; pricing; business plans; customer lists; and any other information that is not publicly available.

7bis.2 Obligations

The Customer shall: (a) treat all Confidential Information as strictly confidential; (b) not disclose Confidential Information to any third party without the prior written consent of Elausys; (c) use Confidential Information solely for the purpose of using the Devices in accordance with their intended purpose; (d) take all reasonable measures to prevent unauthorised access to or disclosure of Confidential Information, applying at least the same degree of care as it applies to its own confidential information of a similar nature, but in no event less than reasonable care.

7bis.3 Return of Information

Upon termination of the contractual relationship or upon Elausys's written request, the Customer shall promptly return or destroy all Confidential Information in its possession, including all copies, extracts, and derivatives, and shall certify such return or destruction in writing.

7bis.4 Exceptions

The obligations under this Article 7bis do not apply to information that: (a) was already known to the Customer before disclosure by Elausys, as demonstrated by written records; (b) becomes publicly available through no fault of the Customer; (c) is independently developed by the Customer without reference to the Confidential Information; or (d) must be disclosed by law or court order, provided the Customer gives Elausys prompt written notice and cooperates to limit the scope of disclosure.

Article 7ter: Prohibited Activities

The Customer shall not use any Device or Service, or any information obtained from or through a Device or Service, to develop, manufacture, have manufactured, commission, or assist in the development of any product or service that competes with or is substantially similar to any product or service offered by Elausys.

The Customer shall not share, transfer, or provide access to any Device to any third party for the purpose of technical analysis, competitive intelligence, product development, or any activity that could result in the reproduction or imitation of the Device or its Software.

The Customer shall not register, or cause or permit any third party to register, any intellectual property right (including but not limited to KNX product registrations, patents, designs, or trademarks) that incorporates, is derived from, or is substantially similar to the intellectual property of Elausys.

For the avoidance of doubt, the prohibitions in this Article apply regardless of whether the Customer acts directly or through any affiliate, subsidiary, partner, agent, subcontractor, or other intermediary.

Article 7quater: Remedies and Contractual Penalties

7quater.1 Contractual Penalty

In the event of any breach by the Customer of its obligations under Articles 7, 7bis, or 7ter, the Customer shall pay to Elausys, without prior notice or judicial intervention being required, a minimum contractual penalty of EUR 50,000 (fifty thousand euros) per breach, plus an additional penalty of EUR 5,000 (five thousand euros) for each day that the breach continues after written notification by Elausys. This contractual penalty is without prejudice to Elausys's right to claim full compensation for all damages actually suffered, to the extent that such damages exceed the contractual penalty. This contractual penalty does not apply to acts carried out in accordance with Article 7.3bis.

7quater.2 Injunctive Relief

The Customer acknowledges that any breach of Articles 7, 7bis, or 7ter would cause irreparable and continuing harm to Elausys for which monetary damages would not be an adequate remedy. The Customer therefore agrees that Elausys shall be entitled to seek injunctive relief, specific performance, and any other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond.

7quater.3 Indemnification

The Customer shall indemnify, defend, and hold harmless Elausys and its officers, directors, employees, and agents from and against all claims, damages, losses, costs, and expenses (including reasonable legal fees and costs of enforcement) arising from or related to: (a) any breach by the Customer of its obligations under Articles 7, 7bis, or 7ter; (b) any infringement or misappropriation of Elausys's intellectual property rights by the Customer or any third party acting on the Customer's behalf or with access to a Device provided by the Customer.

8. Data Protection

Elausys processes personal data provided by the Customer in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Belgian data protection legislation. Personal data is processed for the purposes of: (a) performing the Contract; (b) managing the customer relationship; and (c) where the Customer has given explicit consent, sending commercial communications.

The Customer has the right of access, rectification, erasure, restriction of processing, data portability, and objection, which may be exercised by contacting Elausys at {{contactEmail}}. For complete information on data processing, the Customer is referred to Elausys's Privacy Policy available at {{privacyPolicyUrl}}.

9. Matters Over Which Elausys Has No Control

Elausys is not liable for the non-fulfilment of its obligations under this Contract for reasons outside its reasonable control (for example: natural disasters, acts or omissions of the Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, material scarcity, strikes, criminal acts, delivery or transport delays or the impossibility of obtaining labour or materials from the regular sources).

10. Financial Guarantees

If Elausys believes that there are problems with the Customer's creditworthiness, Elausys has the right to suspend the Contract as a whole or in part and to demand additional guarantees. If the Customer refuses to give these guarantees, Elausys has the right to cancel the Contract as a whole or in part, without prejudice to Elausys's right to claim compensation.

11. General

11.1 Governing Law and Jurisdiction

The contractual relationship between the Customer and Elausys will be governed exclusively by Belgian law. Any dispute about the interpretation and the application of these terms and conditions falls under the exclusive jurisdiction of the courts of Namur (Belgium). Where the Customer is a consumer, this choice of law and jurisdiction does not deprive the Customer of the protection afforded by the mandatory provisions of the law of its country of habitual residence or of the rules of jurisdiction applicable to consumers. Nothing in these Terms limits the mandatory rights of consumers.

11.2 Survival

The provisions of Articles 7 (Intellectual Property Rights), 7bis (Confidentiality), 7ter (Prohibited Activities), and 7quater (Remedies and Contractual Penalties) shall survive the expiration, termination, or cancellation of any Contract, Order, or business relationship between the parties, for a period of ten (10) years from the date of last delivery or provision of Services, or for as long as the intellectual property rights subsist, whichever is longer. Article 5bis (Third-Party Systems and Interoperability), Article 6 (Limitation of Liability), Article 6bis (Cloud Services and Remote Access) and this Article 11 shall likewise survive the expiration, termination or cancellation of any Contract, Order or business relationship between the parties.

11.3 Assignment

The Customer may not assign, transfer, or delegate any of its rights or obligations under these Terms without Elausys's prior written consent. Any purported assignment without such consent shall be void. The Customer may transfer a Device to a third party in accordance with Article 7.2bis. In that case, the Customer shall inform the transferee that the Software is used under the licence terms of Article 7 and shall pass on the documentation supplied with the Device. Where the Customer transfers Devices in the course of its business (in particular as an installer, integrator or reseller), it shall also inform the transferee of the restrictions set out in Articles 7, 7bis and 7ter.

11.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

11.5 Entire Agreement

These Terms, together with any Order accepted by Elausys, constitute the entire agreement between the parties with respect to the subject matter hereof. No amendment or modification of these Terms shall be effective unless made in writing and signed by both parties.

11.6 Notices

All notices under these Terms shall be in writing and shall be delivered by registered mail, courier, or email with confirmation of receipt, to the addresses specified in the Order or as subsequently notified in writing.

General Terms and Conditions of Sale