General Use Terms.

"Agreement" means the applicable Sales Order, these General Use Terms (including all exhibits, addenda, and amendments which are properly attached or incorporated by reference), the Data Processing Agreement, and any other documents entered into in relation to the Sales Order.

"AI Feature" means any feature or functionality made available as part of the Platform or Services that involves or interacts with an AI System, and that enables the generation, classification, extraction, translation, prediction, or transformation of content, signals, or data.

"AI System" means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.

"Authorized User(s)" means any individual or entity for whom a unique username and password has been created under Customer's Peepel account.

"Customer" means the entity entering the Agreement with Peepel and as such identified in the Sales Order.

"Customer Content" means all files, content (including audio, video, text, or images), and data (including Personal Data) belonging to or controlled by the Customer, which is uploaded into the platform or otherwise provided to Peepel for processing pursuant to the Services.

"Data Processing Agreement" means the data processing agreement available at https://trust.peepel.io/, which forms an integral part of the Agreement.

"General Use Terms" means these subscriptions terms and conditions.

"Output" means any content, result, recommendation, prediction, extraction, response, or other output generated by or through an AI Feature, regardless of format or whether it is further processed, edited, stored, or used by the Customer.

"Personal Data" means information, taken alone or in combination with other data, which may be used to identify, directly or indirectly, a specific individual.

"Platform" means Peepel's cloud-based HR software platform.

"Sales Order" means the sales order form, statement of work, or other written document detailing the Services being procured by Customer, whether entered into or sent to Peepel or another service provider reselling the Services.

"Services" means the services Peepel offers to its customers via its cloud-based HR software platform.

"Subscription Term" means the duration of the subscription for Services, as stated in the Sales Order, and modified by any applicable extension or early termination.

"Third-Party Product(s)" means any product, platform, or service not developed by Peepel that enhances, manipulates, integrates with, interacts with, interoperates with, or adds functionality to the Services or Customer Content. Third-Party Products may include public APIs, stand-alone software, or hardware. Third-Party Products may be obtained directly from the developer or through a reseller.

"Peepel" means Peepel BV, a limited Belgian company with registered offices at Dok Noord 3A/403 in 9000 Ghent and registered at the Crossroads Bank for Enterprises under the number 1012.072.363.

All commercial relationships between Peepel and the Customer are governed by (in descending hierarchical order): (i) the Data Processing Agreement, (ii) where applicable the written agreement between Peepel and the Customer, (ii) these General Use Terms, and (iii) Belgian law, unless mandatory, in which case it prevails over higher-ranking items.

By ordering the Services or entering into an agreement with Peepel – including registration for a Demo – the Customer acknowledges to have read these terms and conditions and thereby accepts them. The terms and conditions always take precedence over the Customer's terms and conditions, even if they stipulate that they are the only valid conditions.

The (repeated) failure by Peepel to exercise any right may only be construed as the toleration of a particular situation and shall not give rise to a forfeiture of rights.

The invalidity of one or more provisions of these General Use Terms or any part thereof, shall not affect the validity and enforceability of the other clauses and/or the remainder of the provision in question. In such case, Peepel and the Customer shall negotiate in order to replace the invalid provision by an equivalent provision in accordance with the spirit of these General Use Terms and conditions. Should Peepel and the Customer not reach an agreement, the competent court can mitigate the invalid provision to what is (legally) permitted.

Unless expressly agreed otherwise, the expected time of performance of the Services is always approximate and non-binding. Exceeding the scheduled performance time can therefore not give rise to a fine, damages, substitution or termination of the agreement at the expense of Peepel.

The scheduled performance time shall automatically expire in case (i) Peepel has not received all the information, necessary for the performance of the Services, in due time, (ii) of force majeure and/or hardship.

During the performance of the Services, Peepel undertakes to use its best efforts and shall act in good faith and with due care in accordance with the criteria, to be determined independently by Peepel.

Announcements on the website (https://peepel.io/) and/or on the social media of Peepel are entirely non-binding and may only be regarded by the Customer as an invitation to order the Services, unless explicitly specified otherwise.

An offer shall only be valid for (i) a specific Sales Order and shall thus not automatically apply to subsequent (similar) orders as well as for (ii) the duration as indicated thereon, however never longer than thirty (30) days after reception of the offer.

An agreement shall become effective upon (i) electronic confirmation of the agreement by a person authorized to commit Peepel and the Customer, or (ii) the moment when Peepel starts with the performance of the Services.

Peepel always reserves the right to request additional information regarding the Customer, its activities or creditworthiness, and, if such information is not forthcoming, to refuse or suspend the performance of the Services.

Peepel may grant Customer the opportunity to use a demo of the Services through a trial account for a specific duration (14 days if no duration was agreed upon), free of charge. This demo has the single purpose of informing the Customer about the functioning and the features of the Services. The Customer cannot derive any other rights from the provision of the demo.

At the expiry of the demo period, Peepel will automatically disable the use of the demo without any action by the user being required.

If the Customer wishes to place a definitive order upon (or even before) termination of the demo period, article 3 of these General Use Terms will apply.

Subject to ongoing compliance with the Agreement, Peepel grants Customer a revocable, limited, non-exclusive, non-sublicensable access and use right to the Platform during the Subscription Term to permit Authorized Users to use the Services solely for Customer's direct internal business purposes.

Customer's rights to use the Platform and Services are limited to those expressly set forth in the Agreement, including limitations set forth in the Sales Order. Peepel retains all right, title, and interest in the Platform and Services and all related intellectual property.

Except as explicitly permitted under the Agreement, Customer must not do any of the following with the Platform or Services: (i) use in violation of any applicable law or regulation, (ii) use in a manner that would cause a material risk to the security or operations of Peepel or any of its other customers, (iii) disassemble, decompile, or reverse engineer, (iv) redistribute, sell, rent, lease, or sub-license to any third party, (v) remove, obscure, or alter any proprietary notices, (vi) circumvent, disable, or stress test any security or other technological features, (vii) use any AI Feature to make decisions that produce legal or similarly significant effects without appropriate human oversight, or (viii) rely on any Output as factually accurate without independent verification. Any use of the Platform or Services by Customer or its Authorized Users that in Peepel's reasonable assessment threatens the security, integrity or availability of the Platform and/or Services may result in suspension of the Platform and Services by Peepel, however Peepel will use commercially reasonable efforts under the circumstances to provide Customer with notice prior to any such suspension.

Access to the Platform and Services is limited to Authorized Users. Authorized User accounts may be reassigned by the Customer, but accounts must not be shared among multiple users. Customer will (i) ensure that its Authorized Users use the Services in compliance with the terms of the agreement, (ii) promptly report to Peepel any violation of the agreement by its Authorized Users and disable such users' access, and (iii) ensure that no false or misleading personal information is used to create user accounts. Customer is responsible for any breach of this agreement by any of its Authorized Users.

Peepel has the right to change the offer and composition of the Platform and/or Services at any time. In such event, Peepel will inform the Customer thereof within a reasonable term prior to such change. Services are regularly updated and enhanced using a continuous delivery model during the Subscription Term. Customer's procurement is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Peepel regarding future functionality or features.

Customer acknowledges and agrees that the Platform is not designed to serve as master storage of Customer Content, and Customer is responsible for ensuring that master copies of the Customer Content are stored in a separate system.

Customer retains complete control over the installation, configuration, and usage of the Platform, and Peepel will not be responsible or liable for any deletion, corruption, damage, destruction, or unintended exposure of Customer Content due solely to acts or omissions of Customer.

Customer is responsible for ensuring that Customer Content does not violate the agreement, third-party intellectual property rights, or applicable laws and regulations (including illegal, harmful, offensive, defamatory, misleading, obscene, or abusive material), and allows for the processing of the Customer Content. Customer will take reasonable steps to identify and promptly remove any such Customer Content.

All right, title and interest in and to Customer Content remains with the Customer or its licensors. No rights are transferred to Peepel except as expressly set out in the Agreement. The Customer grants Peepel a non-exclusive, worldwide, royalty free right to host, store, copy, transmit, display, and otherwise process Customer Content solely to the extent necessary to (i) provide, maintain and secure the Platform and the Services, including troubleshooting, support, and, insofar as Customer Content is anonymized, service improvement activities and benchmarking purposes, (ii) prevent or address technical or security incidents, abuse, or violations of the Agreement, and (iii) comply with applicable law and binding requests from competent authorities. The Customer represents and warrants that it has obtained and will maintain all rights, consents and authorizations required to provide Customer Content to Peepel and to grant these rights.

Customer represents and warrants that it will comply with all applicable privacy laws, regulations, self-regulatory guidelines (including proper disclosure via Customer's privacy policy and receipt of all consents required to process any Personal Data with the Services).

Customer must pay the price according to the payment terms in the Sales Order in the currency stated. Prices are exclusive of VAT and any insurance and administration cost, unless expressly agreed otherwise. Customer agrees to provide clear indication with its payment as to which invoices (or portions thereof) the payment should be applied.

The price shall be subject to annual indexation (at a by Peepel's chosen moment) in accordance with the following formula: P₁ = P₀ [((I₁/I₀) × 0.8) + 0.2]. Here, P₀ represents the original price, P₁ the indexed price, I₀ the Agoria Digital Index on the start date of the Agreement, and I₁ the Agoria Digital Index of the quarter in which the indexation takes place. The indexation applies only to eighty percent (80%) of the total price and shall in no event exceed the maximum adjustment permitted under applicable law.

Peepel reserves the right to request full payment from the Customer before starting providing the Platform or performing any Services.

In all other events, the Customer must pay all invoices of Peepel in full by bank transfer to the account as communicated by Peepel within the payment term as stated on the invoice and without discount on the invoice date.

Invoices may only be legitimately disputed by the Customer in writing by email within seven (7) days following invoice date, stating (i) the invoice date, (ii) the invoice number and (iii) detailed motivation. Such dispute does not discharge the Customer from its obligation to pay.

The unconditional payment by the Customer of (a part of) the invoice amount is considered explicit acceptance of the invoice.

Partial payments by the Customer are always accepted subject to change and without any prejudice, and first allocated to the collection costs, next to the damages, the interest due and, finally, to the principal sum, with preference given to allocation to the oldest outstanding principal sum.

Any non-payment, late payment or incomplete payment of (part of) an undisputed invoice shall automatically and without prior notice give rise to (i) late payment interest at the rate applicable under the Belgian law of 2 August 2002 on combating late payment in commercial transactions, (ii) a fixed indemnity of two hundred and fifty hundred euros (EUR 250), as provided under that law, and (iii) the right for the unpaid Party to recover all other reasonable costs of collection, including legal and enforcement costs, to the extent permitted by applicable law.

Furthermore, Peepel shall be entitled to cancel or suspend any further performance of the Platform and the Services, and all other invoices shall immediately become due and payable, even if they have not yet fallen due. All permitted payment conditions will cease to apply. The same applies in the event of an imminent bankruptcy, judicial or amicable dissolution, suspension of payment, as well as any other fact showing that the Customer is insolvent.

Peepel provides the Services on an "as-is" and "as-available" basis. Peepel disclaims and makes no other representation or warranty of any kind, express, implied, or statutory (including claims about merchantability, title, non-infringement, accuracy, or fitness for a particular purpose). Customer acknowledges that Peepel does not control and Peepel is not responsible for any interruptions, delays, cancellations, delivery failures, data loss, content corruption, packet loss, or other damage arising from (i) Customer equipment or the transfer of data over communication networks, facilities, and devices (including the Internet), (ii) limitations, interruptions, delays, cancellations, and other problems inherent in the use of such communications networks, facilities, and devices not within Peepel's control, and (iii) Customer's failure to properly install appropriate security updates and patches to software and programs on networks and devices within Customer's control.

For each AI Feature that is made available as part of Platform, Peepel shall use reasonable efforts to ensure that such AI Feature functions in accordance with the applicable documentation and is free from material defects that would prevent its intended use. However, the Customer acknowledges that Outputs may be generated in a probabilistic or non-deterministic manner and that the same input may not always produce the same result.

Peepel is and remains the sole owner of all copyrights and other intellectual property rights with respect to the Platform and the Services, software and all documents, advises, reports, slides, drawings and pictures provided to the Customer during the performance of the Services.

Consequently, the access to the platform provided to the Customer solely implies the right to access and use – at a charge – the Services. No implied licenses shall be granted under this agreement. Under no circumstances such license (i) entails a transfer of ownership of the Services by Peepel to the Customer, (ii) grants the Customer any rights to (use) the Services, trade names, brand name and/or trademarks of Peepel, (iii) grants the Customer the right to request Peepel to deliver a copy of any source codes, software or other means utilized by Peepel to provide the Services, (iv) grants the Customer the right to reproduce or use the Peepel software and/or the above for purposes other than those for which they are intended without the prior written consent of Peepel, (v) grants the Customer the right to engage in, nor authorizes others to engage in, the reverse engineering, disassembly or the decompilation of the Peepel software.

No rights are granted to any underlying model, component, AI System, or architecture used to generate Output, except the limited right to use the AI Feature through the Platform as part of the Services.

The Customer is solely responsible for ensuring that it has all necessary rights and authorizations to input any data, content, or prompt into the Platform and that such input does not infringe any third-party rights or violate applicable law.

Peepel shall not claim any rights in or to the Output, except to the extent that the Output reproduces elements of Peepel's intellectual property rights. The Customer is solely responsible for the use of the Output, including for ensuring that such use complies with applicable law and does not infringe any third-party rights. The Customer acknowledges that, due to the nature of AI-generated content, Peepel does not represent or warrant that the Output will be capable of protection or enforcement under applicable law.

Without prejudice to the right of the Customer or any third party to challenge the validity of any intellectual property of Peepel, the Customer shall not perform or authorize any third party to perform any act which would or might invalidate or be inconsistent with any intellectual property of Peepel and shall not omit or authorize any third party to omit to do any act which, by its omission, would have that effect. The Customer undertakes to notify Peepel of any actual, threatened or suspected infringement of any intellectual property rights of Peepel which comes to the Customer's notice, and of any claim by any third party due to use of the Services.

The Customer undertakes to keep all information which is disclosed under or in connection with this Agreement (whether orally or in writing, and whether or not such information is expressly stated to be confidential or marked as such) confidential and shall thus not disclose such confidential information to any other person nor use it for any other purpose other than the performance of the agreement with Peepel.

If the Customer violates this obligation, Peepel is entitled to claim a fixed compensation of EUR 25,000 per breach, without prejudice of the right of Peepel to claim a higher compensation for the actual suffered damage, provided that the existence and extent of the damage can be proved.

Without prejudice to the above, parties agree that in case a non-disclosure agreement is closed between parties, the provisions thereof shall prevail whenever there is a conflict with the provisions of this article.

The Customer acknowledges that an AI Feature may incorporate or rely on services, models or infrastructure provided by third-party providers. Where a third-party provider is used, Peepel shall take reasonable steps to ensure that the relevant third-party provider is bound by contractual terms that (i) prohibit the use of Customer Content for training or fine-tuning any model, (ii) impose confidentiality and data security obligations that are equivalent in substance to those set out in the Agreement, and (iii) require the deletion or de-identification of Customer Content upon termination of the underlying arrangement.

Peepel shall remain responsible for the performance of any AI Feature made available to the Customer under the Agreement, including where such AI Feature incorporates or relies on third-party components, except to the extent that any issue arises as a result of (i) the Customer's breach of the Agreement, (ii) use of the AI Feature in a manner not in accordance with the documentation provided by Peepel, or (iii) a failure by a third-party provider that is outside Peepel's reasonable control and not attributable to a failure by Peepel to select, supervise or implement reasonable contractual safeguards in respect of such third-party provider. In any case, the Customer acknowledges that Outputs may be generated in a probabilistic or non-deterministic manner and that the same input may not always produce the same result.

If the European Commission or the European AI Office publishes model contractual clauses or other standard terms for the deployment or use of AI Systems classified as high risk under Regulation (EU) 2024/1689, and an AI Feature made available under this Agreement qualifies as such a high-risk AI System, then those model clauses shall apply. If applying those model clauses would, in Peepel's reasonable opinion, materially prejudice Peepel's legal or commercial position, the parties shall discuss in good faith how to implement them. If the parties do not reach agreement, Peepel may discontinue the relevant AI Feature by written notice without liability.

Peepel's liability shall be limited to the lower of the following two amounts: (i) the invoice value of the Services performed by Peepel in the year when the liability arose, or (ii) the amount of the payment of the insurance policies entered into by the Peepel and in any case be limited to the liability mandatory under Belgian law.

To the fullest extent permitted under applicable law, Peepel shall not be liable for any indirect, incidental, consequential, special, or reliance damages, however caused and under any theory of liability. This includes loss of revenue, loss of profits, loss of anticipated savings, loss of business or goods, loss of goodwill, reputational harm, opportunity loss, loss or corruption of data or other information, and the cost of procuring substitute goods or services.

Neither shall Peepel be liable for damages caused directly or indirectly by an act of the Customer or a third party, regardless of whether these were caused by a fault or negligence.

The intended use of the Services by the Customer is determined under its full responsibility and at its own risk. Peepel cannot be held liable in any way for any direct or indirect damage resulting from this intended use.

The Agreement does not govern Customer's use of Third-Party Products used in connection with the Services. Third-Party Products are governed solely by the terms and conditions between Customer and the Third-Party Product developer. Peepel does not make any commitments or claims regarding security, confidentiality, or performance of any Third-Party Products, and specifically disclaims any liability regarding Third-Party Products. Customer acknowledges and accepts that Third-Party Products (i) are activated and used at the sole risk of Customer, (ii) are not warranted, supported, or endorsed by Peepel, and (iii) may degrade the performance of the Products and Services beyond Peepel's reasonable control. To the extent any Third-Party Product accesses, processes, or gathers Personal Data, the applicable third party is Customer's direct data processor, and is not acting as a data sub-processor of Peepel.

The Customer expressly agrees to exclude the application of article 6.3, §§1 and 2 of the Belgian Civil Code for the benefit of Peepel. Accordingly, Peepel, and its agents, subcontractors, directors, employees, principals or other representatives, shall not incur any extracontractual liability towards the Customer for any claims arising out of or in connection with the performance of this Agreement.

The Customer shall defend, indemnify and hold harmless Peepel from and against any third party claims, demands, damages, losses, liabilities, fines, costs and expenses, including reasonable legal fees, arising out of or in connection with (i) Customer Content, including any allegation that Customer Content, or Peepel's processing thereof in accordance with the Agreement, infringes third party rights or violates applicable law, (ii) the Customer's or any Authorized User's use of the Platform or Services in breach of the Agreement, or (iii) any instruction, configuration, integration, or Third Party Product enabled or selected by the Customer.

Peepel shall provide the Customer with prompt written notice of any claim covered by this article 12. Peepel shall reasonably cooperate at the Customer's expense. The Customer shall have sole control of the defence and settlement of the claim, provided that no settlement may impose any admission of fault or any obligation on Peepel, other than the payment of money fully covered by the Customer, without Peepel's prior written consent.

The agreement shall continue in effect for a definite duration of one (1) year, unless explicitly agreed otherwise between the parties or between the Customer vis-à-vis another party in a Sales Order. The term shall automatically be prolonged with one (1) year (unless explicitly agreed otherwise between the parties or between the Customer vis-à-vis another party in a Sales Order) if the agreement is not terminated by the Customer, nor by Peepel by the latest fourteen (14) calendar days before termination thereof, which shall entitle Peepel to invoice the Customer for the renewed term.

The notice of termination must be done by email, containing the start and the end of the notice period.

Notwithstanding any provisions to the contrary in these terms and conditions, both parties are entitled to terminate the agreement at any time and without legal intervention in the event (i) a party materially breaches any of the provisions of the agreement and, notwithstanding an email from the other party to refrain from such a breach and to rectify the situation, fails to comply with such a request within twenty (20) days following the receipt of such email, without prejudice of the other party to claim from the defaulting party an additional compensation as a result of this contractual breach, (ii) of exceptional circumstances between the parties which make it impossible to continue any professional cooperation between Peepel and the Customer.

Parties agree that the following circumstances should be considered as exceptional circumstances: (i) if a party ceases its payments, files a declaration for bankruptcy, is declared bankrupt, enters into a liquidation or similar proceedings or is liquidated, (ii) every circumstance which affects the ability of one of the parties to comply with its contractual obligations in a thorough manner or where it cannot reasonably be expected that the party fulfills its contractual obligations, (iii) force majeure or hardship which continues for an uninterrupted period of more than consecutive two (2) months following the moment on which Peepel, which is confronted with this force majeure, notifies the Customer thereof.

Upon termination of the agreement (i) Peepel shall deactivate the Customer's account as well as the account of the Customer's employees within five (5) working days, and (ii) each party will discontinue its use and will return the confidential information and proprietary materials of the other party (iii) Peepel will allow the Customer to export Customer data.

Articles 8, 11, 12, and 13.3 shall survive and continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this agreement for whatsoever reason.

The termination of the agreement, for whatsoever reason, shall not prejudice the rights acquired by each party.

Peepel undertakes that the collection and processing of Customers' data shall take place in accordance with the Data Processing agreement and Peepel's Privacy Policy, which can be consulted on the Peepel website.

Peepel is not liable for any breach of its obligations that is caused by force majeure or hardship. Cases of force majeure or hardship are considered as: all circumstances that were reasonably unforeseeable at the time the agreement was concluded and that are unavoidable, and that, on the part of Peepel, create the inability to carry out the agreement, or that would make the implementation of the agreement, financially or otherwise, harder or more difficult than normally anticipated (such as, but not limited to hacking that is not reasonably foreseeable, war, natural disasters, fire, confiscation, delays on the part of third parties, or bankruptcy of third parties with whom Peepel cooperates, shortages of personnel, strikes, organisational circumstances, threat or act of terrorism).

The aforementioned situations entitle Peepel to apply for the revision and/or suspension of the agreement by simple electronic notification to the Customer, without Peepel becoming liable for any damages whatsoever. If a situation of force majeure and/or hardship lasts longer than 2 months, the parties have the right to terminate the agreement.

Relationship. Peepel will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of the Agreement. The Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the Parties.

Notices. Any material notice given under the Agreement must be in writing by registered letter to the official address of Peepel or the primary billing email address of the Customer set forth in the Sales Order.

Feedback and Metadata. Customer may provide feedback to Peepel about the Platform or the Services (e.g., technical support input, suggestions, or enhancement requests) and generate metadata (i.e., anonymous, aggregated, non-personal, technical data from the Products and Services). Metadata do not include Personal Data. Peepel may develop, modify, and improve the Services based on Customer's feedback and metadata. Peepel reserves the right to use, publish, and otherwise exploit metadata and feedback without restriction.

Beta Services. From time to time Peepel may make certain features and functionality available to Customer that are subject to further testing and development. These features and functionalities (collectively "Beta Services") will be marked as alpha, beta, demo, demonstration, evaluation, trial, early access, or preview or any other words which impart a similar meaning. Customer acknowledges that these Beta Services might not function as intended and agrees not to use them unless Customer accepts the risks of using pre-release technologies. The Beta Services are experimental and do not create any obligation for Peepel to continue to develop, productize, support, repair, or offer for sale the Beta Services. The Beta Services are provided "as is" without any express or implied warranty. In no event shall Peepel or its suppliers be liable for any damages whatsoever arising out of the use of or inability to use the Beta Services.

Waiver, Modification. No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies. The Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the Parties.

Severability. If any provision of the Agreement, or any part of it, is found to be invalid, illegal, or unenforceable, that provision or part will be interpreted in a way that keeps it valid and enforceable under applicable law. If it would still exceed what applicable law allows, the provision or part will apply only to the extent permitted. If it remains invalid, illegal, or unenforceable even after that adjustment, it will be limited or severed to the extent necessary, without affecting the rest of the Agreement or the unaffected portion of that provision. The parties shall replace any invalid provision with one that reflects its intent and purpose as closely as possible. The deciding court may make that substitution.

Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of the Agreement between the Parties. This allocation is reflected in the pricing offered by Peepel to Customer and is an essential element of the basis of the bargain between the Parties.

Assignment. Neither Party may assign any of its rights or obligations under the Agreement without the prior written consent of the other Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, either Party may assign the Agreement in its entirety (including all rights and obligations) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. Any purported assignment in violation of this section will be null and void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement, including, without limitation, Authorized Users.

Entire Agreement. The Agreement contains the entire understanding of the Parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter. No modification or amendment of any provision of the Agreement will be effective unless in writing and signed by the Party against whom the modification or amendment is to be asserted.

Customer's Purchase Order. Any terms or conditions in Customer's purchase order or any other related documents submitted by or on behalf of Customer to Peepel do not form part of the Agreement and are void, unless otherwise expressly agreed in writing and signed by the Parties.

Anti-Corruption and Compliance. Customer acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Peepel's employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify Peepel of such violation.

The Agreement is governed by and construed under the laws of Belgium, without regard to any conflict of law rules or principles and excluding the application of the United Nations Convention on Contracts for the International Sale of Goods.

The Parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in Ghent, Belgium.

Parties will first try to settle any dispute between them amicably in good faith negotiations prior to seeking enforcement from a court.