These General Terms and Conditions, (together with any schedules and exhibits thereto, the “General Terms and Conditions”) made by and between Deedy SRL, with registered office at Avenue Emile van Becelaere 15/Suite 17, Watermael-Boisfort 1170 Belgium, and company number 0746987201 (hereinafter “Deedy”) and the User apply to the Services (as defined in section Content of the Services) marketed under the Deedy brand (hereinafter “General Terms and Conditions”).

WHEREAS, User plans to produce a website as specified by User (the “Website”) and desires to engage Deedy to provide services related to the Website (the “Services”), and Deedy desires to be engaged by User for the Services on the terms and in accordance with the pricing and schedule set forth herein and the applicable SOW (as defined below); and

WHEREAS, User and Deedy further desire to agree on certain terms and conditions as set forth below that will apply to any services provided by Deedy to User with respect to the Services and/or the Website.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions
   1. Confidential Information: “Confidential Information” means any proprietary information, technical data, trade secrets, financial figures and know-how of any kind and in any form whatsoever (whether disclosed before or after the date of this Agreement), including, but not limited to, trademarks, service marks, trade names, designs, logos, slogans, symbols, or trade dress (collectively, the “Marks”), as well as information relating to the Marks, business, product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, methods, engineering, marketing strategies, pricing or financing, which information is designated orally or in writing (either at the time of, or within thirty (30) days after, disclosure) to be confidential or proprietary or which would reasonably be understood to be Confidential Information based on the relevant facts and circumstances surrounding the disclosure. For avoidance of doubt, all information provided by User relating to the Website shall be deemed Confidential Information. Confidential Information does not include information, technical data, trade secrets or know-how which: (a) is in the possession of Deedy at the time of or prior to the date of this Agreement or receipt of disclosure of said Confidential Information and which Deedy can establish, by documented and competent evidence shown by the Deedy’s written files and records dated prior to the date of the disclosure or date of the Agreement, as is applicable; (b) is readily available as part of trade or public not as a result of any improper inaction or action of the Deedy, its employees, consultants or agents; (c) the Deedy by law is required to disclose; or (d) is subsequently disclosed to the Deedy by a party having the legal right to make such disclosure.
   2. Confidential Materials: “Confidential Materials” will include, but not be limited to all tangible materials, which may be machine or user readable, such as printed documents, disks, flash drives, or CDs containing Confidential Information, and any digital information sent via email or otherwise made available to Deedy. All work produced by Deedy as and in connection with the Deliverables, the Services, and all materials provided or disclosed by User in connection with the Website, including but not limited to any Internet domain name and/or URL, shall be Confidential Materials.
   3. Invoice: the descriptive statement of the costs and fees associated with the Services provided or to be provided to the User. An Invoice that Deedy is required to issue to certain Users in accordance with the Belgian VAT legislation shall include a confirmation of the existence of a monetary claim against the User. The User must provide their VAT number. Direct Debit: The arrangement made with the User’s nominated financial institution / payment method via which Deedy is granted the right to deduct payments for the Services. 
   4. Subscription: Rate plan whereby an agreement is concluded with the User to periodically deliver Services for a definite or indefinite period, which are charged to the User via Direct Debit or Invoice.
   5. Contract Summary: a summary of a specific Service of Deedy, which is provided to the User prior to the conclusion of the Agreement. Service(s): one service or all services offered by Deedy, namely ServeSmart Services via a Subscription.
   6. Customer Service: the customer service of Deedy that can be contacted as mentioned on the Website.
   7. MGM: Member Gets Member, the process by which A User can bring in new Users as customers of Deedy.
   8. Website Service: The Services that Deedy provides to enable the User to make use of the User’s active Website Service Subscription as set forth in the User’s elected and active Subscription plan. 
   9. Deedy Equipment: all software that Deedy provides directly or through a supplier to the User as part of the execution of the Services. 
   10. My Deedy: The platform of Deedy on which the User can consult all the details of their Subscription, usage, etc. My Deedy is available via the Website. 
   11. Price List: The list of prices for specific products and services of Deedy, as available on the Website. 
   12. User: The company, natural, or legal person using the Services. 
   13. User Deals: The loyalty system of Deedy whereby the User can save User Points according to the Special Conditions relating to the User Deals. 
   14. User Points: The points that the User can save as part of the User Deals, the MGM process or as indicated on the Website or in the communication with the Customer Service, and that they can use to reduce the Direct Debit or the Invoice. 
   15. Website: www.deedy.be. 
2. Engagement of Deedy. The User hereby engages Deedy to provide the services and related materials and equipment necessary to complete the Services, as hereinafter described, and subject to all of the terms and conditions of the Agreement and the terms of any approved statement of work, which will be signed by both parties and attached as a schedule to this Agreement, including but not limited to the initial statement of work attached as Schedule 1 hereto (the initial statement of work and any subsequent statement of work, together with any attached or referenced exhibits or requirements, are each referred to as an “SOW”). Deedy hereby accepts such engagement and agrees to make itself available and to render the Services under this Agreement in a professional, high quality and timely manner, consistent with a high level of computer software development industry professional standards.
3. Website Services. Deedy agrees to complete the Services in accordance with the specifications provided by User, including but not limited to any written requirements documents provided to Deedy on or before the date of this Agreement or any subsequent SOW, as applicable (the “Specifications”), and including all information, documents and other materials provided by User to Deedy for inclusion in the Website. The Services include those tasks and Deliverables set forth in the Specifications and the applicable SOW. For purposes of this Agreement, a “Deliverable” is any item (including intermediate and final work product) that Deedy is obligated to prepare or provide to User as set forth in the Specifications and/or in the applicable SOW, including but not limited to software requirement specifications, functional specifications, reports, software, templates, designs, implementations, schematics, prototypes, programs in source and object code form, interfaces and documentation and instructions (i) necessary to enable a person to utilize any of the foregoing or (ii) associated with any of the foregoing. References to the Specifications will be deemed to include any additional descriptions of services contained in the applicable SOW. All changes to the Deliverables must be approved in advance by User in writing.
4. Delivery Schedule. Deedy will use its best efforts to complete the Services to User’s reasonable satisfaction on or before the milestone dates set forth on the applicable SOW. User agrees to timely provide Deedy with any information and materials as reasonably requested by Deedy if required by Deedy to meet the foregoing delivery requirements. All changes to the delivery schedule must be approved in advance by User in writing.
5. Compensation. Deedy will be entitled to, as compensation for all the services described in this Agreement, payment at such times and in such amounts as set forth on the applicable SOW, and these amounts will be payable by User within 7 days after the later of (a) the time specified in the SOW, or (b) receipt of an invoice from Deedy describing the services provided and the payment due. User will not reimburse Deedy for any travel or entertainment expenses unless expressly agreed by User in writing in advance. There will be no other charges for the services to be provided under the applicable SOW except for those fees and expenses expressly stated in that SOW, which will include all applicable taxes or other related charges. Deedy acknowledges and agrees that User will have no obligation to make any payment to Deedy that has not been pre-authorized and pre-approved by User in writing.
6. Delivery and Acceptance. Except as otherwise agreed by Deedy and User in the applicable SOW, the following provisions will apply for delivery and acceptance of any Deliverables provided hereunder. The standard for acceptance for Deliverables will be material conformity to the specifications set forth in the Specifications and as otherwise expressly communicated by User.
   1. User will accept or reject the initial version and any corrected version of each version of any Deliverable, and will notify Deedy in writing of any error, deficiencies or inadequacies in the version.
   2. If User rejects the initial version or any corrected version of any work, Deedy will immediately commence using its best efforts to correct such error and will have a period of at least 5 business days from receipt of the written rejection to correct all errors, deficiencies or inadequacies specified by User and submit a revised draft.
   3. Deedy and User agree that upon delivery by Deedy of an accepted version of any Deliverable, User will have 30 days to test the Deliverable and determine whether it has been delivered to its reasonable satisfaction. On or before the last day of such 30 day period, User may provide Deedy with written notice that final acceptance has occurred (“Final Acceptance”). If User does not provide such notice, the parties will either agree to a revised timeframe during which Final Acceptance may occur, or may submit the dispute for resolution in accordance with this Agreement.
   4. All source code and other files with respect to any Deliverables that may be edited will be placed by Deedy on the server location designated by Deedy.
   5. Upon Final Acceptance of any Deliverable, all object code, together with all final source code, designs and other files and materials will be released by Deedy to User and uploaded to the server location designated by Deedy (“Final Delivery”). The User acknowledges and agrees that Final Delivery will not require that all final versions of files and materials relating to each Deliverable, including but not limited to all images, videos, font types and other applications, have been provided to the User in a format that is fully editable and capable of being modified by User or other third parties without further involvement by Deedy and without requiring use of a password or other code or method that has not also been provided or identified to User.
7. Intellectual Property Ownership.
   1. With the explicit usage limitation solely of the User’s organisation name and logo, Deedy reserves the right to, in the broadest sense, reuse, reproduce, re-sell, and otherwise generally commercialise any and all works / deliverables produced by Deedy in favour of the User before, during, or after the performance of the Service(s) pertaining to this agreement or otherwise.
8. Confidentiality.
   1. Use of Confidential Information and Confidential Materials.
      1. The User will at its discretion provide the Confidential Information and Confidential Materials to Deedy as is required for the purposes of this Agreement. Nothing in this Agreement obligates the User to make any particular disclosure of Confidential Information.
      2. Deedy agrees not to use any Confidential Information or Confidential Materials of the User for any purpose except in accordance with the terms of this Agreement and in furtherance of the Purpose.
      3. Deedy will not allow or permit, directly or indirectly, disclosure or access to, or transmit or transfer the Confidential Information or Confidential Materials to any third party that is not under the jurisdiction and control of the Deedy (collectively, “External Disclosures”) without the prior written consent of the User. For avoidance of doubt, such External Disclosures shall include any and all uses of the Marks.
      4. Deedy will disclose the Confidential Information only to those of its employees and consultants who have a need to know of the Confidential Information for the purposes of this Agreement and who have been approved by User to receive the Confidential Information; provided further that such employees and consultants have been given appropriate instructions to allow Deedy to satisfy its obligations herein and who have given their agreement either as a condition to employment or in order to receive the Confidential Information and Confidential Material for use on a confidential basis on the same conditions as contained in this Agreement.
      5. When requested by User, Deedy will promptly provide a list containing the full name and address of any employees or consultants having access to or copies of the Confidential Information and Confidential Materials and the reason such access is necessary.
      6. Deedy agrees to take all reasonable security measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information or Confidential Materials, in order to prevent it from falling into the public domain or possession of persons other than those persons authorized hereunder to have any such information or materials. Deedy will use all reasonable efforts to protect User’s interest in the Confidential Information and Confidential Materials and keep them confidential, using a standard of care no less than the degree of care that Deedy would be reasonably expected to employ for its own similar Confidential Information and Confidential Materials.
   2. No interest, license or any right respecting the Confidential Information or Confidential Materials, other than expressly set out herein, is granted to Deedy under this Agreement by implication or otherwise. All Confidential Information and Confidential Materials are and will remain the exclusive property of User and will be held in trust and confidence by Deedy. By disclosing information to Deedy, User does not grant any express or implied rights to any other party to or under User’s patents, copyrights, trademarks, trade secret information, Confidential Information, or Confidential Materials; provided, however, that Deedy will have the limited right to use such Confidential Information or Confidential Materials solely in connection with the purposes of this Agreement.
   3. User warrants only that it has the right to disclose the Confidential Information made available to Deedy under this Agreement. Otherwise, all such information is provided to Deedy “AS IS” with no warranties, express or implied, of any kind.
9. Term and Termination. The term of this Agreement will commence as of the date first written above and continue until terminated in accordance with this Section 8, provided that that term will survive until all SOWs have expired or terminated in accordance with their terms. Either party may terminate this Agreement and/or any SOW at-will upon 30 days prior written notice to the other party, or immediately upon any breach or threatened breach of Section 7 of this Agreement. In addition, User may terminate this Agreement and/or any SOW upon 7 days written notice to Deedy if User determines that the quality and nature of the Deliverables do not comply with the Specifications or are otherwise unsatisfactory or delayed. If User terminates the Agreement before the Services or applicable SOW is complete for any reason other than a breach or threatened breach of Section 7 of this Agreement., User will be obligated to compensate Deedy only for those Deliverables for which Final Acceptance has been given as of the date of termination, and User will not be obligated to compensate Deedy for all work not accepted to date and Deedy will promptly return any pre-paid amounts related to Deliverables for which Final Acceptance has not been given; provided however, that User will have the option to receive such unaccepted work so long as User compensates Deedy for the lesser of (i) the fair value of such work or (ii) the amount set forth in the applicable SOW, and Deedy will promptly return any amounts pre-paid by User in excess of such lesser amount. If Deedy terminates the Agreement before the Services or applicable SOW is complete, Deedy will refund User any fees theretofore paid, and will deliver, and grant ownership to User of all rights to and in, all work and materials developed for the Website and in connection with any Deliverables as of the date of such termination, and User may continue to use and develop the Deliverables without any further obligations to Deedy.
10. Deedy Representations and Warranties. Deedy represents and warrants as follows.
    1. The Website, Deliverables and all portions or components thereof will be free of material defects, malfunctions, or nonconformities and operate in all respects in conformance with the Specifications and other agreed on requirements up to and for a period of 1 year after the date of Final Acceptance.
    2. Deedy has full corporate authority to execute and deliver this Agreement and to consummate the transactions hereby in the manner contemplated herein and this Agreement will not violate any other agreement to which the Deedy is a party. The Deedy will not enter into any agreement that would be inconsistent with the terms hereof.
    3. Deedy will perform the professional services provided under this Agreement and each SOW in a workmanlike and professional manner and will utilize appropriately qualified personnel.
    4. Deedy will promptly and fully complete Final Delivery for each Deliverable and acknowledges and agrees that User is the owner of each such Deliverable in accordance with the provisions of Section 6.
    5. The Website, each Deliverable and any portion thereof does not contain any timer, clock, counter, or other limiting design or routine which causes the Website or Deliverable (or any portion thereof), to become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was designed and licensed (including without limitation any design or routine that would impede copying thereof) after being used or copied a certain number of times, or after the lapse of a certain period of time, or after the occurrence or lapse of any other triggering factor or event in connection with this Agreement or otherwise.
    6. Any Deliverable or other work created for the Website or otherwise in connection with the Services will not be reused, modified, decompiled, copied, disassembled or otherwise used by Deedy for the benefit of any party other than User.
    7. The Website, the Deliverables and the services rendered by Deedy in connection with this Agreement will not violate or in any way infringe any rights of third parties.
    8. The Deliverables will not contain any open source or third party components or modules that have not been expressly disclosed to and pre-approved by User in writing, and Deedy will comply with any and all licensing terms applicable to any such pre-approved open source or third party components or modules.
11. User Representations and Warranties. User represents and warrants as follows:
    1. User has full corporate authority to execute and deliver this Agreement.
    2. User agrees that Deedy will not be liable for failures determined to have been caused solely by the gross negligence or willful misconduct of User.
12. Indemnification; Limitation on Liability. Deedy agrees to defend, indemnify, and hold harmless User and its officers, directors, employees, successors, and assigns from and against any and all liabilities, losses, damages, claims, demands, costs, judgments, and expenses (collectively, “Claims”), including reasonable attorneys’ fees, arising out of or relating to any breach or alleged breach of any of its representations and warranties, covenants, or agreements contained in this Agreement, or the actions of any of its subcontractors, except for those Claims that arise solely from User’s gross negligence or willful misconduct. No party hereto will be liable to the other for any indirect, consequential, or special or exemplary damages such as loss of revenue or anticipated profits or lost business.
13. Subcontractors. Before entering into a subcontract with a third party for any services under this Agreement, Deedy will give User reasonable prior notice of the subcontract, specifying the components of the services affected and the identity and qualifications of the proposed subcontractor. User will have the right to disapprove the subcontractor, or at any time request Deedy to replace such subcontractor as soon as possible at no additional cost to User. Deedy will be solely responsible and liable for the performance of the services hereunder, including the performance of any subcontractor performing services hereunder on Deedy’s behalf.
14. Publicity. Except as may be required by law, neither party shall disclose, publicize or advertise in any manner the discussions and/or negotiations giving rise to this Agreement or the existence or terms of this Agreement without the prior written consent of the other party as to the timing, medium and content of such disclosure. Deedy will not use the name of User or any of its affiliates, in any disclosure, advertising, publicity, client lists or promotional materials of any kind without User’s prior written consent.
15. Independent Deedy Relationship. Deedy understands and agrees that its relationship with User is that of an independent contractor and that nothing in this Agreement creates a joint venture, partnership, employer-employee or other relationship. Accordingly, Deedy is not entitled to any benefits that may ordinarily be extended to employees, and is not authorized to make any representation, contract or commitment on behalf of User unless specifically authorized in writing to do so by User. Deedy agrees that it is Deedy’s responsibility to carry its own insurance coverage for itself and its personnel and that it will provide certificates evidencing such insurance if and when reasonably requested by User. The parties hereto understand that neither of them has authority to bind the other in any contractual arrangement or transaction with any third party.
16. Severability. If any provision of this Agreement should be held invalid or unenforceable for any reason whatsoever or to violate any law of any applicable jurisdiction, such provision shall be enforced to the maximum extent legally permissible so as to give effect to the intent of the parties (unless any such provision is found to be wholly invalid and thus must be considered severed, in which case such provision shall be deemed deleted from this Agreement in such jurisdiction or, in the event that it should be held only to violate the laws of one applicable jurisdiction, such provision shall be inapplicable only within such jurisdiction), and the remainder of this Agreement shall be valid and binding upon the parties as if such provision was not included herein.
17. Governing Law. This Agreement shall be deemed to have been made in the Kingdom of Belgium, and its form, execution, validity, construction and effect shall be determined in accordance with the laws of the State of Brussels as it is applied to contracts entered into in the State of Brussels. Both parties further consent to exclusive jurisdiction by the state and federal courts sitting in Brussels. Process may be served on either party by first class mail, postage prepaid, certified or registered mail, return receipt requested, or by such other method as authorized by applicable law.
18. Notices and Communications. All notices or reports permitted or required under this Agreement will be in writing and delivered by personal delivery, sent digitally via email, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, (5) days after deposit in the mail, or upon acknowledgement or receipt of electronic transmission. Notices will be sent to the address set forth at the beginning of this Agreement or such other address as either party may specify in writing.
19. Entire Agreement. This Agreement, together with any SOW and any Specifications expressly referenced therein, sets forth the entire intent and understanding of the parties hereto on the subject matter hereof, and supersedes any other agreements or understandings. Any amendment to this Agreement must be in writing signed by both parties. None of the provisions of this Agreement will be deemed to have been waived by any act or acquiescence on the part of either party, its agents, or employees or consultants, but only by an instrument in writing signed by an authorized officer of both parties. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion.
20. Miscellaneous. This Agreement may not be assigned by either party without the express written consent of the other party, which consent will not be unreasonably withheld, except that User may assign this agreement to any acquirer of or successor to all or a portion of its business without notice or consent. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon both parties, their successors, and permitted assigns. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. This Agreement may be executed in one or more counterparts each of which will be deemed to constitute an original and all of which when taken together will be deemed to constitute one and the same agreement.