General terms and conditions

General terms and conditions for sale and delivery of dgtgroup BE NV

Effective from 1 August 2026 — exclusively for agreements between businesses (B2B). dgtgroup BE NV (formerly Digitopia NV), Gulkenrodestraat 7 box 10, 2160 Wommelgem, company number BE 0884.473.219, RPR Antwerp, Antwerp division, hereinafter "dgtgroup"; the contracting party, hereinafter "the Customer".

1. Application. These terms apply to all quotations, orders, deliveries and agreements of dgtgroup and its subsidiaries that refer to them, including subsequent assignments. They are attached to each quotation or otherwise provided to the Customer prior to contract conclusion, so that the Customer has had actual notice of them. They apply to every agreement (approved quotation) concluded from 1 August 2026 and, from that date, replace the previous terms of Digitopia NV and the other subsidiaries.

The Customer's purchase or order conditions are expressly excluded, even if communicated later or via a portal. Deviations are valid only if accepted in writing by dgtgroup. In case of conflict, the following order of precedence applies: (1) the signed quotation or agreement, (2) the annexes, (3) these terms.

For ongoing agreements, dgtgroup may amend these terms for reasonable business, operational, legal or regulatory reasons, subject to 60 days' notice; if the change materially and adversely affects the Customer's rights, the Customer may terminate the relevant agreement free of charge within 30 days after notice, effective on the date the change takes effect.

2. Quotations and formation. Quotations are valid for 30 calendar days, indivisible and based on the information, plans and measurements provided by the Customer, for which the Customer is responsible. The agreement is formed by signature (including electronically, with the log files serving as proof) or by commencement of performance following a written order. Advice, designs, simulations and indicative yield figures do not constitute an obligation to achieve a result. Custom work, configurations, special dimensions and mounting structures are no longer cancellable or returnable after ordering from the supplier. Obvious material errors do not bind dgtgroup.

3. Prices, additional work and indexation. All prices are in euros, excluding VAT, taxes and levies (including Recupel, Bebat, copyright and neighbouring rights). Unless stated otherwise, the following are not included: lifting and access equipment, night and weekend work, parking and access costs, electricity, network and construction works, finishing, and dismantling and removal of existing installations.

If the costs of materials, components, energy, transport, exchange rates or wages increase by more than 5% between quotation and delivery, dgtgroup may pass this on with written justification; if the pass-through exceeds 10% of the total price, the Customer may terminate free of charge within 10 working days, subject to payment for the work performed and the already ordered non-cancellable goods. Recurring fees (licenses, SLA) are reviewed annually on 1 January in accordance with a price review formula that refers solely to parameters reflecting the actual cost evolution of dgtgroup (such as the reference wage indices published by the FPS Economy for the personnel component, and the actual price increases charged by dgtgroup's suppliers and licensors for the license and maintenance component), whereby each parameter is applied only to the portion of the fee corresponding to that cost component; this formula is specified in more detail in the quotation or special conditions. The review never applies to more than 80% of the fee; the remaining portion remains fixed. Any link to the consumer price index, the health index or any other general index is excluded, in accordance with article 57 of the law of 30 March 1976 on economic recovery measures.

Additional work and unforeseen work are reported in advance and carried out after approval (email is sufficient). Work on a time-and-materials basis, work outside normal hours, waiting times of more than 30 minutes attributable to the Customer and unnecessary travel are charged at dgtgroup's rates applicable at that time, which are provided upon simple request.

4. Advance payment and invoicing schedule. For each agreement, an advance payment of 30% of the price excluding VAT is due, invoiced upon formation. dgtgroup orders from its suppliers and only starts performance after receipt of the advance payment; any performance period starts to run from that receipt. The balance of 70% is invoiced upon delivery or, if installation has been agreed, upon completion. For projects above 100,000 euros excluding VAT or with a lead time of more than 8 weeks, invoicing takes place by progress statement: 30% upon signature, 40% at the start of the works, 30% upon completion. Licenses, subscriptions and SLA are invoiced in advance and commence upon completion unless otherwise agreed.

5. Payment. Invoices are payable net within 30 calendar days from the invoice date; advance invoices within 8 calendar days. Payment is made without discount or deduction to the account indicated by dgtgroup. Invoices must be protested in writing and with reasons within 14 calendar days; the undisputed portion remains payable. In the event of non-payment on the due date, default interest is due by operation of law and without notice of default at the interest rate for late payment in commercial transactions (Law of 2 August 2002, as amended: reference rate plus 8 percentage points), as well as a fixed compensation of 10% of the outstanding amount with a minimum of 150 and a maximum of 2,500 euros per invoice, without prejudice to judicial collection costs. If dgtgroup pays an amount due to the Customer late, it owes the same interest and compensation upon request. Ten working days after a written notice of default, dgtgroup may, after warning, suspend the performance of all agreements, including support, monitoring and access to the software, without liability, and all other invoices become immediately due and payable. The Customer may not set off, except against a fixed, due and payable claim acknowledged by dgtgroup or awarded by a court. If there is justified doubt about creditworthiness, dgtgroup may, even during performance, request a higher advance payment, cash payment or security and suspend performance until it is provided.

6. Retention of title and risk. The delivered goods remain the property of dgtgroup until full payment of principal, interest and costs, even after processing or incorporation insofar as they remain identifiable and separable. Until then, the Customer may not dispose of them, pledge them, make them immovable by destination, move them or encumber them. If the Customer is not the owner of the premises, the Customer shall inform the owner or landlord in writing of the retention of title before installation. The Customer must report attachments or claims by third parties within 24 hours. In the event of default, dgtgroup may repossess the goods at the Customer's expense, wherever they may be; the Customer hereby grants access for that purpose. Risk passes upon delivery at the place of destination, or upon completion if installation has been agreed; from delivery on site, the Customer is responsible for safe storage and insurance.

7. Deadlines, completion and acceptance. Deadlines are indicative unless expressly designated as fixed deadlines. Exceeding an indicative deadline does not entitle the Customer to termination, price reduction, refusal or compensation; exceeding a fixed deadline gives, after notice of default with an additional period of at least 15 working days, the right to the compensation contractually stipulated with a maximum of 5% of the price of the delayed part.

Delay or costs caused by a cause attributable to the Customer or a third party (site not ready, missing power or network, late content, no access) are not attributable to dgtgroup and are charged on a time-and-materials basis, storage from 10 working days. Partial deliveries and partial invoicing are permitted. Visible defects must be reported in writing and in detail within 10 working days after delivery or completion; failing that or upon use, the work is deemed accepted. Remaining items that do not prevent the agreed use are listed as punch-list items and do not prevent completion and invoicing of the balance. For software, an acceptance period of 15 working days applies after completion.

8. Obligations of the Customer. The Customer shall timely and at its own expense provide free and safe access, a cleared work area, sufficient and secure electrical power, a working and performant internet and network connection with the required ports and bandwidth, a load-bearing substrate or wall structure, and the necessary permits. The Customer is responsible for the continuity and quality of connectivity provided by the Customer or by third parties; dgtgroup is not liable for interruptions resulting therefrom. Finishing of walls, ceilings, floors and infrastructure after the works, and painting and repair work, are at the Customer's expense. The Customer shall designate one contact person with decision-making authority and provide content, branding elements and approvals in a timely manner. In case of non-compliance, additional work, travel and waiting times are charged on a time-and-materials basis and the schedule shifts to the next available capacity.

9. Warranty. Sold equipment is covered by a 36-month warranty from completion; if the manufacturer grants a longer term, that term applies subject to the manufacturer's conditions and limitations. For second-hand, demo and temporary setups, the warranty period is 6 months. The warranty covers, at dgtgroup's option, repair or replacement, as a bring-in warranty: transport, dismantling, reinstallation and relocation are not included unless an SLA provides otherwise. For services, there is an obligation of means to perform carefully in accordance with the rules of the trade.

Excluded are: normal wear and tear; luminance loss, pixel deviations and colour or brightness differences between panels within factory tolerances; burn-in or image retention due to prolonged static content; use outside the stated specifications (temperature, humidity, ambient light, operating hours); improper or inappropriate use; vandalism, glass breakage, water damage, lightning strike, overvoltage or undervoltage; network and internet problems; interventions, updates or repairs by the Customer or third parties without permission; unapproved players, firmware or software; failure to comply with maintenance and usage instructions.

As long as overdue invoices remain unpaid, warranty obligations are suspended. Interventions outside warranty or scope, and interventions where it appears on site that the cause is excluded or could have been resolved by telephone, are charged on a time-and-materials basis with a minimum of one hour plus travel. Hidden defects must be reported in detail within 2 months of discovery, failing which they are forfeited. Upon end-of-life of a model, dgtgroup may supply a technically and functionally equivalent alternative, even if it differs in model or dimensions.

10. Liability. dgtgroup is liable only for direct damage caused by a proven fault. Its liability is limited to the amount actually paid out by its liability insurance in the relevant case; if no payout is made, then to the price excluding VAT of the relevant part for projects, respectively to the fees invoiced and paid in the 12 months prior to the damaging event for the relevant service, with an absolute maximum of 250,000 euros per damage event and per contract year. Excluded is all indirect and consequential damage, including loss of profit and turnover, missed savings, loss of clientele or goodwill, reputational damage, lost media or advertising revenue, business interruption, costs of substitute performance, and loss or corruption of data and content. These limitations do not apply in cases of fraud, intent, bodily injury or death, nor where prohibited by law.

The Customer is responsible for backups of its content and configurations, unless a backup service has been agreed, and indemnifies dgtgroup against third-party claims arising from its content, data, use or intended use of the installation. Any claim lapses if it has not been brought in writing and with reasons within 12 months after knowledge of the fact.

The parties expressly confirm that this liability regime, given the prices invoiced by dgtgroup, the nature of the risks referred to above, the market practice customary in the digital signage and AV integration sector, and the insurance coverage maintained by dgtgroup, constitutes a reasonable and proportionate balance between the rights and obligations of the parties. The Customer acknowledges that, prior to contract conclusion, it had the opportunity to negotiate a higher liability limit or, at its own expense, take out business interruption or liability insurance.

11. Auxiliary persons, agents and subcontractors. dgtgroup performs the agreement in whole or in part through the intervention of its bodies, directors, employees, agents and subcontractors (hereinafter "auxiliary persons"). The parties agree, pursuant to the possibility provided by article 6.3, paragraphs 1 and 2 of the new Civil Code to stipulate otherwise by agreement, that the statutory provisions on non-contractual liability do not apply (i) between the Customer and dgtgroup, nor (ii) between the Customer and dgtgroup's auxiliary persons, for damage arising from the non-performance or defective performance of a contractual obligation of dgtgroup.

The Customer shall hold only dgtgroup liable for such damage, to the exclusion of a direct claim against dgtgroup's auxiliary persons, except in the event of fraud or intentional fault on the part of that auxiliary person itself. This article constitutes a stipulation for the benefit of third parties within the meaning of article 5.107 of the new Civil Code: any auxiliary person of dgtgroup may invoke it directly against the Customer and thereby enjoys the same exceptions, defences and limitations of liability, including article 10, that dgtgroup may invoke against the Customer for the obligations in the performance of which that auxiliary person participated.

12. Force majeure. Neither party is liable in the event of force majeure within the meaning of article 5.226 of the new Civil Code, including war, terrorism, cyberattack and ransomware, epidemic and government measures, fire and extreme weather conditions, power, network or telecom outages, shortages of semiconductors, panels or components, import and export restrictions and sanctions, transport impediments, strike, and default or bankruptcy of suppliers, subcontractors or carriers. The obligations are suspended; if force majeure lasts longer than 6 months, either party may terminate the unperformed part by registered letter without compensation. Performed services and ordered non-cancellable goods remain payable. The parties exclude article 5.74 of the new Civil Code (change of circumstances / hardship); the price review and indexation above constitute the exclusive arrangement.

13. Intellectual property, content and music rights. All intellectual property rights in the software (including Centoview and Xperify), platforms, source code, databases, templates, methodologies, documentation, concepts, designs and simulations remain with dgtgroup or its licensors. Designs and studies from the quotation phase remain its property; use without a subsequent order entitles dgtgroup to compensation for the study hours performed, with a minimum of 5,000 euros. Proprietary rights in content created to order transfer upon full payment, for the agreed media, territories and duration; failing precision, for the Customer's own communications in the Benelux on the media for which the content was created. Not included in that transfer: project and working files, templates, fonts, stock images, stock music and third-party material, for which the license terms of the rights holder apply.

Two revision rounds are included; after approval of the content by the Customer, dgtgroup is not liable for the content or its consequences. The Customer warrants that it holds all rights to material supplied by it and fully indemnifies dgtgroup. The Customer is responsible for the declaration and payment to collecting societies (in Belgium Unisono/Sabam and the equitable remuneration, and for display outside Belgium the collecting societies competent there) for every public display; tariff increases are passed on and do not entitle the Customer to termination. dgtgroup may use the Customer's name and logo and images of the implementation as a reference, unless objected to in writing.

14. Software and SLA. Licenses are granted per screen, player, location, user or instance, commence upon completion and are invoiced in advance. The right of use is non-exclusive, non-transferable and limited to the duration of the agreement, to the duration of the underlying license with a third-party licensor and to compliance with all obligations of the Customer, including timely payment. Copying, modifying, decompiling, renting, reselling, white-labelling or use outside the agreed scope is prohibited; dgtgroup may monitor use remotely and invoice the difference. Corrective updates are included, new modules, integrations and migrations are not.

Availability guarantees apply only as set out in the SLA, are measured per calendar month and never for planned maintenance windows, third-party components (hosting, connectivity, CDN, APIs), causes attributable to the Customer, network or power outages, vandalism or force majeure. Without an SLA, support is provided during office hours (Mon–Fri 8:30–17:30) with a target response time of 2 working days and interventions on a time-and-materials basis. The Customer grants the necessary remote access for monitoring and updates; if the Customer refuses this, response times and availability guarantees lapse. Content, programming and playlist management are not included unless agreed otherwise.

15. Confidentiality and personal data. The parties shall treat each other's confidential information as such, use it solely for the performance of the agreement and impose the same obligation on their employees and subcontractors, during the agreement and for 5 years thereafter. Each party is the controller for the data it processes for its own purposes. If dgtgroup processes personal data on behalf of the Customer (user management, audience measurement, interactive or camera applications), the data processing agreement concluded between the parties applies, which takes precedence in that respect. The Customer is the controller for all processing via the installation: it determines the legal basis, ensures information obligations, consent, signage and notifications, carries out a data protection impact assessment where necessary and complies with the Camera Act. dgtgroup may engage sub-processors in accordance with the data processing agreement. An export of content and data at the end is possible if requested before the end date, on a time-and-materials basis.

16. Term, termination and dissolution. Ongoing agreements (licenses, subscriptions, SLA) apply for the fixed initial term of 5 years (unless otherwise provided) and are then tacitly renewed for periods of 12 months, terminable by either party at the end of the current period with 3 months' notice, by registered letter or email with acknowledgement of receipt.

In the event of early termination by the Customer, compensation is due equal to the fees for the remaining term of the current period. If the Customer cancels a project order before commencement, 30% of the price excluding VAT is due; if goods have already been ordered, custom work started or services rendered, then in addition the full cost price thereof plus 15% loss of profit on the balance. Cancellation of a planned installation or event less than 5 working days in advance entitles dgtgroup to 50%, less than 48 hours in advance to 100% of the planned services. These compensation amounts constitute a lump-sum estimate of the damage reasonably expected in the event of termination, cancellation or early ending; the party owing the compensation may prove that the actual damage suffered is lower, and dgtgroup retains the right to prove and additionally claim higher actual damage, without prejudice to the court's power to reduce the amount pursuant to article 5.88 of the new Civil Code.

Either party may terminate in the event of a serious or repeated breach not remedied within 15 working days after notice of default (in accordance with article 5.90 et seq. of the new Civil Code); dgtgroup may also terminate by operation of law, insofar as legally permitted, in the event of bankruptcy, liquidation, apparent insolvency, significant attachment, cessation or transfer of activities, or repeated non-payment. Upon termination, all invoices become immediately due and payable, all usage rights end, the Customer shall cease all use of the software and make available the goods of which dgtgroup is still the owner under retention of title. The provisions on payment, retention of title, liability, auxiliary persons, intellectual property, confidentiality, data protection and applicable law shall continue to apply after termination.

17. Subcontracting and transfer. dgtgroup may engage subcontractors and remains responsible for proper performance. It may transfer its rights and obligations in whole or in part to an affiliated company, or in the context of a merger, demerger, contribution or transfer of a business unit or an acquisition of the enterprise; written notice is sufficient and the Customer hereby grants its consent. The Customer may not transfer without prior written consent, which shall not be unreasonably withheld; in the event of a change of control over the Customer, dgtgroup may request additional security.

18. Miscellaneous, governing law and competent court. If a provision is null or unenforceable, the remainder shall remain in force and it shall be replaced by a valid provision that comes as close as possible to the parties' intent. Failure to apply a provision does not constitute a waiver. The agreement and its annexes constitute the entire agreement. Notices are valid by email, except where registered mail is required. In the event of a discrepancy between the Dutch, French and English text, the Dutch text shall prevail. All agreements are governed by Belgian law. In the event of a dispute, the parties shall first consult at management level for 15 working days, without prejudice to interim measures. All disputes fall within the exclusive jurisdiction of the courts of the judicial district of Antwerp, Antwerp division, in particular the Antwerp Enterprise Court.