GENERAL TERMS AND CONDITIONS

Article V – PERFORMANCE OF THE SERVICES

5.1 Services are performed with reasonable skill, care and diligence expected from a professional service provider.

5.2 All deadlines are indicative unless explicitly agreed otherwise in writing. Delays shall not give rise to compensation or termination rights.

5.3 Performance depends on timely and accurate input from the Client. Verto InBuild is entitled to rely on such information without verification.

5.4 Verto InBuild may suspend performance if the Client fails to meet obligations.

5.5 Verto InBuild may engage subcontractors or partners without transferring liability.

5.6 No exclusivity is granted unless agreed otherwise.

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Article VI – FEES AND PAYMENT

6.1 Fees are based on quotations, hourly/daily rates, fixed fees or subscriptions. Prices exclude VAT and additional costs.

Additional costs include (non-exhaustively): travel, accommodation, third-party costs, software licenses, administrative costs, training materials, reporting, and compliance costs.

6.2 Invoices are payable within 14 calendar days, without deduction or set-off.

6.3 For non-consumers, late payment automatically triggers:

• statutory interest under Belgian law

• a fixed indemnity of 10% of the outstanding amount

6.4 For consumers, reminders and penalties comply with Book XIX of the Belgian Code of Economic Law.

6.5 Invoice disputes must be submitted within 15 days.

6.6 Verto InBuild may suspend services in case of non-payment.

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Article VII – BILLING PER SERVICE CATEGORY

(Condensed legal translation)

• 7.1 Consulting: hourly/daily or fixed fee; advances non-refundable

• 7.2 BIM & Digital Services: periodic or milestone-based invoicing

• 7.3 Project Management: percentage or time-based

• 7.4 Inspections & Expertise: per visit/report; immediately payable

• 7.5 Back-office Support: hourly or subscription; non-refundable

• 7.6 Training: prepaid; non-refundable

• 7.7 General: payments remain due regardless of termination

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Article VIII – QUOTATIONS AND PRICE ADJUSTMENTS

8.1 Quotations valid for 14 days.

8.2 For non-consumers, prices may be adjusted quarterly in case of cost increases ≥10%, capped at 80% of the original price.

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Article IX – LIABILITY

9.1 Liability is limited to intentional misconduct or gross negligence.

9.2 Liability is capped at the insured amount.

9.3 No liability for indirect or consequential damages.

9.4–9.5 No liability for third parties or incorrect input.

9.7 Claims expire after 6 months.

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Article X – INTELLECTUAL PROPERTY

10.1 All reports, models, plans, BIM models, digital twins, analyses, training courses, training materials and documentation developed or provided by Verto InBuild shall at all times remain the exclusive intellectual property of Verto InBuild, regardless of the method of delivery, payment or use.

10.2 The Client acquires only a non-exclusive, non-transferable and non-sublicensable right of use, limited to internal and own purposes and solely within the framework of the agreed assignment.

10.3 Unless expressly authorized in writing by Verto InBuild, the Client is prohibited from copying, modifying, reusing, distributing, publishing, transferring or making these materials available to third parties, in whole or in part, in any form whatsoever.

10.4 Payment of the fee does not entail any transfer of intellectual property rights and may under no circumstances be interpreted as an implicit transfer thereof.

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Article XI – CONFIDENTIALITY

11.1 Confidential information shall mean all information, of whatever nature and in whatever form (written, oral, digital or otherwise), which is communicated by one party to the other in the context of the Agreement and which is not publicly accessible, including but not limited to technical, commercial, financial, organizational and strategic information.

11.2 Both parties undertake to treat confidential information as strictly confidential and to use it solely for the performance of the Agreement. Confidential information may not be disclosed or made available to third parties, except:

• with the prior written consent of the other party;

• to employees, advisors or partners who strictly need such information for the performance of the Agreement and who are themselves bound by a confidentiality obligation;

• where required by law or imposed by a competent authority or court.

11.3 The confidentiality obligation shall not apply to information which:

• was already publicly known at the time of disclosure;

• subsequently becomes public without breach of this obligation;

• was lawfully obtained from a third party without a confidentiality obligation.

11.4 The confidentiality obligation shall remain in full force after termination or expiry of the Agreement, regardless of the reason for termination, for a period of five (5) years, unless otherwise expressly agreed or if the nature of the information requires longer protection.

11.5 Any breach of this confidentiality obligation shall give rise to the payment by the Client of compensation covering all damages suffered by Verto InBuild, without prejudice to Verto InBuild’s right to take appropriate legal action.

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Article XII – FORCE MAJEURE

12.1 Verto InBuild shall not be liable for any delay, suspension or non-performance of its obligations if such is the result of force majeure, including circumstances beyond its reasonable control which render the performance of the Agreement wholly or partially impossible or seriously hinder it.

12.2 Force majeure shall include, but is not limited to: illness or accident, temporary or permanent incapacity, technical failures or defects, IT or network issues, cyber incidents, governmental measures, legal or administrative decisions, strikes or lock-outs, fire, natural disasters, epidemics or pandemics, war, terrorism, delays or failures of suppliers or third parties, energy or transport issues, as well as any other unforeseeable and unavoidable event beyond the control of Verto InBuild.

12.3 In the event of force majeure, the obligations of Verto InBuild shall be suspended for the duration thereof, without giving rise to any compensation, price reduction, termination or suspension on the part of the Client.

12.4 If the force majeure situation lasts longer than thirty (30) calendar days, Verto InBuild shall be entitled to terminate the Agreement unilaterally, without judicial intervention and without any compensation, without prejudice to the right to payment for services already performed.

12.5 The Client may not invoke force majeure in order to suspend or fail to fulfil its payment obligations.

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Article XIII – TERMINATION

13.1 Each party may terminate the Agreement in the event of a serious contractual breach by the other party, subject to prior written notice of default granting a reasonable cure period of fourteen (14) days, which remains without effect.

13.2 A serious contractual breach shall mean any failure that substantially undermines the execution or continuation of the Agreement, including but not limited to:

• failure to comply, late compliance or incomplete compliance with payment obligations;

• failure to comply with information obligations or the provision of incorrect or misleading information;

• failure to provide necessary cooperation for the performance of the services;

• repeated breaches of contractual obligations;

• breach of provisions relating to intellectual property or confidentiality;

• any act or omission that seriously undermines the trust between the parties;

• circumstances that make further performance of the Agreement reasonably impossible.

13.3 In the event of termination of the Agreement, for any reason and by whichever party initiated, all services already performed shall remain fully and unconditionally payable. Verto InBuild shall be entitled to invoice in full:

• the effectively performed hours, calculated at the agreed hourly or daily rates;

• the fixed fees or parts thereof relating to services already performed;

• all incurred and non-recoverable costs;

• all commitments and costs vis-à-vis third parties entered into in the context of the execution of the Agreement.

The amounts thus due shall be immediately payable and shall in no event give rise to any refund, price reduction or compensation.

13.4 In the event of early termination of the Agreement by the Client, Verto InBuild shall, in addition to payment for services already performed, also be entitled to full compensation for:

• services already planned, reserved or prepared, including but not limited to reserved capacity, scheduled working hours, preparatory study work and internal planning;

• all non-recoverable costs incurred by Verto InBuild in the context of the Agreement;

• all commitments, costs and fees due to third parties entered into by Verto InBuild in the performance of the Agreement.

Such compensation shall be calculated on the basis of the agreed rates, fixed fees and objectively demonstrable costs, shall be immediately payable and may in no event be considered as damages or a contractual penalty. The Client shall not be entitled to any refund, price reduction, termination or compensation in this respect.

13.5 Termination of the Agreement shall in no event give rise to any compensation, refund, price reduction or termination to the detriment of Verto InBuild, without prejudice to the application of “Article IX – Liability”.

13.6 Without prejudice to the foregoing, all provisions of these general terms and conditions which by their nature are intended to survive, including but not limited to provisions relating to payment, liability, intellectual property, confidentiality and limitation periods, shall remain in full force after termination or expiry of the Agreement, regardless of the reason for termination.

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Article XIV – CONSUMERS

14.1 For private clients, the mandatory provisions on consumer protection, as set out in the Belgian Code of Economic Law, shall apply.

14.2 If the Agreement concerns services that commence, at the request of the private client, before the expiry of the statutory withdrawal period, the Client expressly acknowledges:

• that he has requested Verto InBuild to commence performance of the services immediately;

• that he has been informed in advance of the existence of a right of withdrawal;

• that, in accordance with the applicable legal provisions, he waives his right of withdrawal for services already performed.

14.3 In the event of withdrawal after the commencement of performance, the Client shall remain obliged to pay for the services already performed, in accordance with applicable legal provisions.

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Article XV – GOVERNING LAW AND JURISDICTION

15.1 All agreements, offers, quotations, services and any disputes arising therefrom or related thereto, whether contractual or extra-contractual, shall be governed exclusively by Belgian law.

15.2 For non-consumers, all disputes shall fall within the exclusive jurisdiction of the courts of the judicial district in which Verto InBuild has its registered office.

15.3 For consumers, territorial jurisdiction of the courts shall, at the choice of Verto InBuild, be determined in accordance with Article 624, 1°, 2° and 4° of the Belgian Judicial Code.