Master SaaS Terms & Conditions – Alia Nexus BV

Monthly subscription: 4. The monthly subscription runs for an indefinite period. Either Party may terminate it in writing. The subscription ends after the current monthly cycle and one full subsequent monthly cycle have elapsed. Subscription fees remain payable until that end date.

Annual subscription: 5. The annual subscription runs for twelve months from the agreed start date and automatically renews for successive twelve-month periods, unless either Party gives written notice of termination no later than two calendar months before the end of the current annual period. Each new annual period is invoiced in advance. Early termination during the first annual period: The Customer may unilaterally terminate during the first two monthly cycles from the original start date. The subscription then ends at the end of the current monthly cycle, without an additional notice cycle or termination fee. Alia refunds the unused prepaid months within 30 calendar days after termination. Onboarding remains included. This right does not arise again upon renewal. Notices under articles 4 and 5 must be in writing. The Customer may give notice by email to matteo@alia.cx. Whether notice is timely is determined by its receipt by the other Party by the applicable deadline, irrespective of when Alia acknowledges receipt. The existing termination rights for serious breach under article 6 remain separately applicable.

6. In case of serious contractual breach by a Party (for example non-payment by the Customer or repeated violation of terms of use by the Customer, or serious breach of privacy rules by the Supplier), the other Party has the right to terminate the Agreement with immediate effect, after the defaulting Party has been notified in writing and given a reasonable remediation period without result. Termination due to breach occurs by registered written notice stating reasons. Upon termination or dissolution of the Agreement, for whatever reason, the articles that by their nature are intended to continue (such as liability, confidentiality, privacy, applicable law, etc.) remain in force. The Supplier will, at the end of the Agreement, delete or return all possible data of the Customer in accordance with article 13 (Privacy). Any prepaid amounts for the remaining period after termination will be refunded to the Customer pro rata temporis, subject to other provisions in this Agreement.

Subscription fees and start date: 7. The Customer pays the subscription fees stated in the Order Form (excluding VAT). For a monthly subscription, the agreed onboarding fees are payable within 14 calendar days after signing the Order Form. For an annual subscription, the full amount for the first annual period is payable in advance within the same period. The start date is agreed by email. The subscription period and monthly cycles begin on that date. For a monthly subscription, subscription invoicing also begins on that date, with the Monthly Fee invoiced at the beginning of each monthly cycle. Payment following signature does not itself start the subscription period.

Invoicing and payment terms: 8. The amount for a renewed annual period is payable before that period begins, provided that the invoice was sent at least 14 calendar days beforehand. If sent later, payment is due within 14 calendar days after the invoice date. For other invoices, payment is due within 14 calendar days after the invoice date, unless a different due date is stated on the invoice, without affecting the payment deadlines following signature set out in article 7. Payment must be made by transfer to the bank account indicated by the Supplier, without any withholding or set-off by the Customer, except with the Supplier's express written consent. The invoice is deemed to have been accepted by the Customer in the absence of written protest within 7 days of the invoice date.

Late Payment: 9. In case of late (overdue) payment, the Customer owes by operation of law and without notice a default interest on the outstanding amount. This interest is calculated at 8% per year from the due date of the invoice until full payment. Moreover, in that case the Customer owes a fixed compensation amounting to 10% of the outstanding invoice amount (as coverage for collection costs), with a minimum of €50. This is in addition to the fixed fee for collection costs of €40 provided by law, but the fixed 10% compensation covers all actual collection costs insofar as they do not exceed that amount. If the actual collection costs incurred are higher than this fixed compensation, the Supplier reserves the right to claim the higher proven costs from the Customer. All judicial and extrajudicial costs (including reasonable attorney's fees) incurred by the Supplier to collect the amounts due are at the expense of the Customer.

Suspension in Case of Default: 10. If the Customer fails to pay on time, the Supplier reserves the right, after written notice of default, to suspend its performance until full payment is received. Suspension of the Services does not release the Customer from its payment obligation. Also, in case of default, all invoices not yet due become immediately payable. In case of continued failure to pay, despite notice of default, the Supplier has the right to unilaterally terminate the Agreement at the Customer's expense (as provided in article 6) without prejudice to the right to compensation.

Price-list changes: 11. The Supplier may amend the price list at most once per year, for example based on the health index or market developments. For monthly subscriptions, a proposed price-list change is communicated to the Customer in writing at least one month in advance. If the Customer does not agree with an increase exceeding indexation, the Customer may terminate in writing within that month, effective no later than the date the new prices take effect. For annual subscriptions, a price-list change takes effect only upon renewal and is communicated to the Customer in writing at least three calendar months before the end of the current annual period, so that the Customer knows the new rate before the two-calendar-month termination deadline under article 5. Changes in volume that result in a different pricing tier under article 11ter are not price-list changes and are not subject to the once-per-year limit.

12. The delivery of the WhatsApp Assistant is completely digital. After the conclusion of this Agreement, the Supplier will provide the Customer with the necessary access rights and instructions to use the Services. The service is deemed to have been delivered when the Customer first gains access to the WhatsApp Assistant or can use it.

13. The Customer is responsible for providing all necessary information, content and cooperation reasonably required for the implementation and customization of the WhatsApp Assistant. The Supplier is not liable for delays or defects in the service caused by incomplete or incorrect information provided by the Customer. Alia starts onboarding after receipt of the agreed advance payment. The Customer provides the requested access, information and approvals within 10 working days after receiving the onboarding checklist. Any delay in doing so does not postpone the payment obligation and may shift the start date.

14. The WhatsApp Assistant is delivered as is and as available. The Supplier strives for a high service level, but the Customer understands that absolute uninterrupted availability or error-free operation cannot be guaranteed. The Supplier will perform maintenance, updates and any repairs in consultation with the Customer if applicable, and attempts to minimize downtime. Maintenance that requires a significant interruption of the Services will – where possible – be communicated to the Customer in a timely manner (preferably outside business hours).

15. The Customer will use the Services only in accordance with the documentation and instructions of the Supplier. The Customer is not permitted to decompile, copy, modify, rent, sell, sublicense or create derivative works from the WhatsApp Assistant or underlying software, except to the extent expressly permitted by this Agreement or by mandatory applicable law. The Customer will not use the Services for unlawful purposes, nor endanger the integrity or security of the Service and underlying systems (e.g. by introducing malware or bypassing security measures).

Intellectual Property: 16. All intellectual property rights to the software, source code, models, algorithms, documentation and know-how concerning the WhatsApp Assistant and the SaaS service rest exclusively with the Supplier (or its licensors). The Customer acknowledges that only a right of use is granted and that there is no transfer of intellectual property rights. The Customer will keep intact all indications of copyrights, trademarks or other property rights on the software and in the Service. Any improvements or feedback that the Customer provides regarding the Services may be freely used by the Supplier to improve the Service, without this leading to any rights of the Customer thereto. The data entered or generated by the Customer in the WhatsApp Assistant remains the property of the Customer; the Supplier acquires no other right to it than what is necessary for the execution of this Agreement.

17. The Supplier will deliver the Services with the care of a good householder and to professional standard. It guarantees the soundness of the WhatsApp Assistant within the limits of what is reasonable and will make all commercially reasonable efforts to remedy malfunctions or defects that fall under its responsibility as soon as possible.

18. The Supplier warrants that the SaaS service is secured to the best of its ability and is made available in accordance with applicable regulations and this Agreement. It will take appropriate technical and organizational measures to protect the availability, integrity and confidentiality of the Service and the Customer's data (see also article 13 – Privacy and data protection). In the event of a security incident or data breach that affects the personal data or data of the Customer, the Supplier will report this immediately to the Customer, with all relevant details, so that the Customer can comply with its reporting obligations.

19. The Supplier will provide the Customer with sufficient information and support for the use of the WhatsApp Assistant. The Supplier will handle any support questions from the Customer within a reasonable period. The scope of support (e.g. by telephone, via email, during office hours) can be further specified in a Service Level Agreement (SLA) or the Appendix to this Agreement, if applicable. In the absence thereof, the Supplier will provide at least email support during its usual office hours.

20. The Supplier guarantees that it is entitled to deliver these Services and that it possesses all necessary rights or has licenses to make the WhatsApp Assistant available to the Customer. It will indemnify the Customer against any claims by third parties claiming that the software or Services delivered by the Supplier infringe intellectual property rights, provided that the Customer immediately reports such claims and leaves the defense thereof to the Supplier. In case of an actual infringement, the Supplier will, at its own choice and expense: (a) obtain a right for the Customer to continue using the component concerned; or (b) modify or replace the component to remove the infringement; or, if options (a) and (b) are not reasonably feasible, (c) terminate the Agreement and refund the prepayments paid by the Customer for the remaining terms. This indemnity does not apply if the claim relates to unauthorized use or modifications by the Customer.

21. The Customer will provide all reasonable cooperation necessary for the execution of this Agreement. The Customer guarantees the accuracy, completeness and lawfulness of all data, content and instructions that it provides to the Supplier for the setup and use of the WhatsApp Assistant. The Customer ensures that it has all necessary consents from its own customers (the end users to whom the WhatsApp Assistant will send messages), so that the messages may be sent in accordance with applicable regulations (such as telecommunications and privacy legislation).

22. The Customer will pay the Monthly Fee and any other agreed fees on time according to the conditions of this Agreement. Repeated late payments can be considered a serious breach (see article 6).

23. It is the Customer's responsibility to have the necessary infrastructure, up-to-date software and internet connection to access the SaaS service. The Customer must keep the access data provided by the Supplier (logins, API keys, etc.) confidential and not share them with third parties without the Supplier's permission. Any action taken through the Customer's account is deemed to have been performed by (or on behalf of) the Customer. The Customer will immediately inform the Supplier if it suspects unauthorized use of its account or a security breach.

24. The Customer will use the Services in accordance with the permitted purposes. Sending unsolicited messages (spam) via the WhatsApp Assistant or otherwise harassing recipients is prohibited. The Customer indemnifies the Supplier for all damages, fines or claims by third parties (including end customers or supervisory authorities) arising from the unlawful or improper use of the Services by the Customer, including violation of telecommunications or privacy legislation by the Customer.

General Liability: 25. Parties are liable to each other for direct damage that is the direct result of a contractual shortcoming in the performance of their obligations under this Agreement. Direct damage exclusively includes the damage that is in a direct causal relationship with the shortcoming and that was also foreseeable at the conclusion of the Agreement.

Exclusion of Indirect Damage: 26. The liability of each of the Parties is limited to compensation for direct damage and in no case includes indirect damage. Indirect damage includes, among other things (but not exclusively): consequential damage, lost revenue, loss of profit, loss of clientele, missed savings, loss or corruption of data, or any other form of consequential damage or intangible damage, even if the Party was aware of the possibility of such damage. The Customer is responsible for providing backups or exports of its own data as desired; the Supplier provides reasonable means to export data but is not liable for loss of data if the Customer has failed to make backups.

Limit of Liability: 27. The total contractual and non-contractual liability of the Supplier to the Customer for all damages, losses and claims arising from or related to this Agreement is limited to an amount equal to the sum of the fees paid by the Customer to the Supplier during the last three (3) months prior to the damage-causing event. If the Agreement has not lasted three months at the time of the incident, the amount actually paid during that period (pro rata extrapolation to 3 months) is assumed.

Exceptions: 28. The limitations and exclusions of liability included in this article do not apply in case of intent, fraud or gross fault of the liable Party, nor for bodily injury or death caused by that Party, nor for any liability that cannot be legally excluded or limited. To the extent permitted by law, however, the Supplier excludes all other implied warranties or liabilities.

29. The Customer acknowledges that the price and other provisions of this Agreement are aligned with the above liability limitations. Parties further acknowledge that this clause has been negotiated and reflects the distribution of risks between Parties. Any liability limitations that would be found ineffective or void in law leave the validity of the other limitations unaffected.

30. Neither Party is required to comply with any obligation (except the obligation to pay outstanding invoices by the Customer) if it is prevented from doing so as a result of force majeure. Force majeure is defined as any circumstance or event beyond the reasonable control of the Party invoking it, which makes performance of the obligation temporarily or permanently impossible, insofar as that circumstance is not attributable to that Party and was not foreseeable at the conclusion of the Agreement. This includes, among other things (but is not limited to): natural disasters, pandemics, fire, flood, war, terrorism, general power or internet failures, strikes or lockouts, government measures, failures at third parties (such as the hosting provider, telecommunications networks or the WhatsApp platform itself), or cyber attacks. This list is not exhaustive. If and to the extent that a force majeure situation occurs, the obligation concerned is suspended as long as the force majeure situation requires, without there being a shortcoming on the part of the Party concerned.

31. As soon as a Party realizes that it is in force majeure, it must immediately inform the other Party thereof in writing, stating the nature of the force majeure and – if possible – its expected duration. The Party invoking force majeure must make reasonable efforts to limit the consequences of the force majeure situation and, as soon as possible, resume performance of the agreement.

Duration of Force Majeure: 32. If the force majeure situation continues for more than thirty (30) days uninterrupted, both Parties have the right to terminate this Agreement in writing with immediate effect, without judicial intervention and without any compensation being due, except payment for services already delivered before the force majeure. In the event of such termination, the Supplier will not invoice the Customer further and will refund any prepaid fees for the period after termination.

33. The lack of financial resources on the part of a Party is expressly excluded as force majeure. Nor can the default of a third party engaged by the Supplier (such as a subcontractor) be invoked as force majeure, except in cases where that third party itself has been affected by a force majeure situation and the Supplier had no reasonable alternative.

34. For the purposes of this article, reference is made to the General Data Protection Regulation (GDPR), Regulation (EU) 2016/679. Parties acknowledge that in the context of the Services, the Customer is the data controller and the Supplier acts as a processor with regard to any personal data processed through the WhatsApp Assistant (for example contact details and communication of end customers of the Customer). This means that the Customer determines the purpose and means of processing, and that the Supplier will only act on behalf of and for the benefit of the Customer. Both Parties undertake to comply with applicable privacy legislation, including the GDPR and Belgian implementing laws.

35. In accordance with article 28 GDPR, Parties will enter into a processor agreement or include the necessary provisions in this Agreement to ensure the protection of personal data. This Privacy clause serves as a processor agreement between Parties to the extent no separate processor agreement has been concluded. In this context, the following agreements apply: Purpose of Processing: The Supplier will process personal data exclusively for the purposes of providing the WhatsApp Assistant and the associated Services to the Customer, as described in this Agreement, and for no other purpose, except with express written instruction from the Customer. Instructions and Compliance: The Supplier processes personal data only on the basis of documented instructions from the Customer. The Customer guarantees that these instructions are in accordance with the GDPR. The Supplier will immediately inform the Customer if an instruction constitutes a breach of the GDPR in its opinion. Confidentiality Obligation: The Supplier warrants that persons acting under its authority and who have access to personal data (such as employees or sub-processors) have signed an appropriate confidentiality obligation or are legally obliged to confidentiality. Security Measures: The Supplier takes appropriate technical and organizational measures to secure personal data against loss, unauthorized access or other forms of unlawful processing, taking into account the state of the art and the nature of the processing (in accordance with article 32 GDPR). Sub-processors: The Supplier will not engage a third party to process personal data (sub-processor) without prior consent from the Customer. The Customer hereby grants general consent to the Supplier to engage sub-processors that are necessary for the performance of the Services. Assistance with Rights of Data Subjects: The Supplier will, to the extent possible, support the Customer in fulfilling its obligations to respond to requests from data subjects (such as access, rectification, erasure, objection, data portability). Data Breaches: In the event of a breach involving personal data (data breach) at the Supplier, the Supplier will report this to the Customer without undue delay after it has become known. Audit and Information: The Supplier will, at the Customer's request, provide all information necessary to demonstrate compliance with this article and enable audits. End of Processing: Upon termination of the Agreement (or earlier at the Customer's request), the Supplier will, at the Customer's choice, return all personal data it has processed for the Customer to the Customer and/or permanently delete it (except for legal obligation to retain).

36. As data controller, the Customer guarantees that it is entitled to process the personal data concerned and to have it processed by the Supplier in the context of the Services. The Customer will obtain the necessary consent(s) from its end customers if required and comply with all information obligations towards the data subjects. The Customer indemnifies the Supplier for all damages and costs arising from a breach of this warranty.

37. Parties acknowledge that the GDPR applies and takes precedence over these contractual provisions. If any provision in this article would be contrary to the GDPR or other mandatory privacy legislation, then the law prevails and Parties will negotiate in good faith to amend the provision to be in line with legal requirements.

Confidential Information: 38. Confidential information means all information and documentation (regardless of the medium) provided by one Party (the "disclosing Party") to the other Party (the "receiving Party") and which is marked as confidential or by its nature must be considered confidential. This includes, among other things, trade secrets, commercial strategies, customer data, technical data, software (including the source code of the WhatsApp Assistant), know-how, prices, and all non-public information concerning the Parties.

39. Both Parties undertake to keep all confidential information of the other Party strictly confidential. The receiving Party will use the confidential information only for the performance of this Agreement and not for any other purpose. It will not disclose or provide this information to third parties, except with prior written consent from the disclosing Party or if disclosure is required pursuant to a court order or mandatory legal provision.

40. The receiving Party will exercise the same care for the confidentiality of the received information as it does for its own similar confidential information, at least a reasonable level of care. Access to confidential information will be limited to those employees or subcontractors who need the information for the performance of this Agreement and who are bound by a similar confidentiality obligation.

41. The confidentiality obligation does not apply to information that the receiving Party can demonstrate: (a) was already publicly known or accessible at the time of disclosure, or subsequently became publicly known without breach of this Agreement; (b) was already lawfully in its possession before receipt from the disclosing Party; (c) was developed independently by the receiving Party without use of or reference to the confidential information of the disclosing Party; or (d) was lawfully obtained from a third party entitled to provide this information without confidentiality obligation.

42. This confidentiality obligation commences upon signing of this Agreement and remains in force during the term of the Agreement and for a period of five (5) years after its termination. For trade secrets, the obligation remains in force as long as the information retains the character of a trade secret, regardless of the aforementioned term. Upon termination of the Agreement, the receiving Party will, at the first request of the disclosing Party, return or destroy all confidential information (including copies), except to the extent retention is required on the basis of legal obligations or reasonably necessary administration.

43. The Customer may not transfer or outsource its rights and obligations under this Agreement to a third party, except with prior written consent from the Supplier. The Supplier may outsource the performance of (parts of) the Services to subcontractors or affiliated entities, provided that the Supplier remains responsible for compliance with the Agreement. A transfer of this Agreement by the Supplier to a legal successor in the event of, for example, merger, acquisition or sale of (the relevant part of) the business will be possible provided that the Customer is informed thereof. This Agreement is binding on and extends to the benefit of the successors and permitted assignees of Parties.

Applicable Law: 44. This Agreement is exclusively governed by Belgian law. The Agreement must be interpreted in accordance with Belgian law, excluding any conflict of law rules that would lead to the application of another law. Parties expressly agree that the Vienna Convention on Contracts for the International Sale of Goods (CISG) does not apply, as this Agreement concerns a service agreement.

Dispute Resolution: 45. Any disputes arising from or related to this Agreement belong to the exclusive jurisdiction of the courts of the judicial district of Brussels (including the justices of the peace and commercial court, depending on the value and subject matter of the dispute). Parties agree to attempt to settle the dispute amicably before taking legal action, for example by means of consultation or, if both Parties agree, mediation. This article does not prevent a Party from requesting urgent and provisional measures from the competent court (such as summary proceedings) if this is necessary to protect its rights.

46. This Agreement can be legally electronically signed by Parties, in accordance with the eIDAS Regulation (EU No. 910/2014) and applicable Belgian legislation. Parties acknowledge that a qualified electronic signature has the same legal value as a handwritten signature pursuant to eIDAS and article 1322, §2 of the Civil Code. Other forms of advanced electronic signatures are also accepted by Parties, to the extent they meet the requirements of authenticity of the signatory and integrity of the document. Neither Party will contest the validity or enforceability of this Agreement solely on the ground that it has been electronically signed. In addition, payment of the first invoice by the Customer is also considered as acceptance of these terms and conditions, even in the absence of a digital signature.

47. Parties agree that electronic communication (including signed PDF documents or use of recognized e-signature platforms) meets the writing requirement of this Agreement, except for mandatory legal exceptions. Each legally validly electronically signed copy of this Agreement is considered by Parties as an original copy. Digital signing is preferably done with an advanced or qualified electronic signature, such as through the Belgian eID or a recognized service provider (ITSme, Docusign or equivalent), to ensure validity according to eIDAS. Electronic identities and time stamps that comply with eIDAS will serve as sufficient proof of signing and date of signing.

48. Parties agree that this Agreement may be stored and reproduced in electronic form. An electronic copy of this Agreement (for example a PDF file with both signatures) serves as proof of the content of the Agreement and its signing by Parties, with the same evidentiary value as a paper document signed with wet signatures, in accordance with article 8.1 of the eIDAS regulation and the Belgian Civil Code.

Entire Agreement: 49. This Agreement (including any Appendices or appendices attached) constitutes the complete representation of the rights and obligations of Parties with respect to its subject and replaces all previous oral or written agreements, proposals, quotes, correspondence or other communication about it. Changes or additions to this Agreement are only valid if they are established in writing and signed by both Parties.

Invalidity: 50. If one or more provisions of this Agreement are declared null, invalid or unenforceable by a competent court, this leaves the validity of the other provisions unaffected. In such a case, Parties will negotiate in good faith to replace the affected provision with a valid provision that approximates as closely as possible the economic intentions and balance between the Parties as intended in the original provision. If Parties fail to do so, the court may moderate or replace the invalid provision within what is legally permitted, so that the intention of Parties is preserved as much as possible.

Waiver of Right: 51. The failure or late exercise by a Party of any right or recourse under this Agreement does not imply a waiver of that right or any other rights. Nor will a single or partial exercise of a right exclude the further exercise of that right in the future. A waiver of right is only valid to the extent explicitly and in writing confirmed by the Party concerned.

Title and Headings: 52. The titles and article headings in this Agreement are included solely for ease of reading and do not determine the interpretation or scope of the provisions.

Representations: 53. Each Party represents that it has the necessary authority and approval to enter into and execute this Agreement. The persons signing this Agreement are authorized to do so.

Additional Documents: 54. If certain appendices, processor agreements or service level agreements are required for the execution of this Agreement, Parties will draw them up and sign them in mutual consultation. These will be attached as an appendix to the Agreement and form an integral part thereof.

55. Parties acknowledge that they have carefully read and understood this Agreement, and undertake to comply with its provisions. Each of the Parties has received a copy of the signed Agreement (in electronic form or on paper).

56. This Agreement takes effect and is binding on the date on which the Customer digitally signs or validly electronically approves the Order Form. No separate signing of this Agreement is required.