General Terms and Conditions.

Last Updated: January 2026

1. Definitions

In these General Terms and Conditions, the following terms serve the meanings defined below:

• "Company": iLife BV, having its registered office in Belgium, RPR Antwerp, division Hasselt.
• "Client": Any professional natural person or legal entity that enters into an agreement with the Company.
• "Services": All services provided by the Company to the Client, including but not limited to strategic consultancy, fractional leadership, software development (Studio), and technical auditing.
• "Deliverables": Any tangible or intangible result of the Services, such as code, software, reports, or designs.

2. Applicability

These General Terms and Conditions apply to all quotes, offers, and agreements between the Company and the Client. Derogations from these terms are only valid if explicitly agreed upon in writing. The Client's general terms and conditions are expressly excluded.

3. Quotes and Agreements

1. All quotes and offers by the Company are valid for thirty (30) days unless stated otherwise.
2. An agreement is formed upon the written acceptance of a quote by the Client or when the Company commences the execution of the Services with the Client's knowledge.
3. Prices and rates are defined in individual quotes or contracts. All prices are exclusive of VAT and other levies imposed by the government.

4. Nature of Services

1. Consultancy Services: For advisory and fractional leadership roles (e.g., "Consultancy", "Technical Partnership"), the Company performs a best-efforts obligation (inspanningsverbintenis). The Company will perform the Services to the best of its ability and in accordance with professional standards but does not guarantee a specific result.
2. Studio Services: For software development projects ("Studio"), the Company commits to delivering the specifications as agreed. However, given the complexity of software development, any timeline provided is indicative unless explicitly stated as a strict deadline in writing.

5. Execution of the Agreement

1. The Company performs the Services as an independent contractor. There is no relationship of authority or subordination between the Company (or its staff) and the Client.
2. The Company relies on the timely provision of accurate information and cooperation by the Client. Delays caused by the Client's failure to provide necessary input may result in an extension of timelines and/or additional costs.
3. The Company reserves the right to replace the individuals performing the Services with others of equivalent qualification.

6. Acceptance

1. Upon delivery of Deliverables (e.g., software release, report), the Client has a period of ten (10) working days to inspect the work.
2. If the Client does not notify the Company of any defects or non-conformities in writing within this period, the Deliverables are deemed accepted.
3. Minor defects that do not prevent the operational use of the Deliverables shall not be grounds for withholding acceptance. These will be addressed during the warranty period or under a maintenance agreement.

7. Payment Terms

1. Invoices are payable within thirty (30) days of the invoice date, unless otherwise agreed.
2. In the event of late payment, the Client shall be liable, automatically and without prior notice, to pay interest in accordance with the Belgian Act on combating late payment in commercial transactions, as well as a fixed compensation for administrative costs.
3. The Company reserves the right to suspend Services if payment is overdue.

8. Intellectual Property (IP)

1. Transfer of Rights: Subject to full payment of all invoices, the Company transfers to the Client the intellectual property rights to the bespoke Deliverables created specifically for the Client under the agreement.
2. Background IP: The Company (or its licensors) retains all rights to its pre-existing know-how, methodologies, tools, libraries, and strictures ("Background IP") used in the performance of the Services. The Client receives a non-exclusive, non-transferable license to use such Background IP insofar as necessary for the use of the Deliverables.
3. Open Source: The Services may incorporate Open Source Software, the use of which is governed by the respective open source licenses.

9. Confidentiality

Both parties agree to treat as confidential all information received from the other party that is designated as confidential or is by its nature confidential. This obligation survives the termination of payment.

10. Liability

1. To the maximum extent permitted by law, the Company's total liability for any claim arising out of or in connection with the agreement is limited to the amount paid by the Client for the specific Services giving rise to the claim during the preceding six (6) months.
2. The Company shall definitively not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, loss of data, business interruption, or reputational damage.
3. The limitation of liability does not apply in cases of fraud or willful misconduct by the Company.

11. Termination

1. Either party may terminate an agreement for cause if the other party commits a material breach and fails to remedy such breach within thirty (30) days of written notice.
2. Consultancy agreements on a Time & Material basis may be terminated by either party with a notice period as defined in the specific contract (default: one month).

12. Governing Law and Jurisdiction

1. These General Terms and Conditions and all agreements are governed by Belgian law.
2. Any disputes arising out of or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of the district of Antwerp, division Hasselt.