GENERAL TERMS & CONDITIONS - Lesterius - V.01/2026 (under construction)

The general terms and conditions (T&Cs) of a company serve to outline the rules and guidelines that govern the relationship between the company and its customers. Their primary goal is to clarify expectations, protect the rights of both parties, and ensure a smooth transaction process. The T&Cs help establish legal protections, provide information on services and obligations, and foster trust between the company and its customers. The below T&Cs are valid for the Lesterius entities of the group and the holding of the Lesterius group. We have a more detailed T&C’s for our hosting activities, you’ll find these T&C’s further on this page.

The binding T&Cs are published in English. For the comfort we have an automatic technical translation in the local language for the different companies of the Lesterius Group on this page. If for some reason there would be a discrepancy between the local language technical translation and the English version, the English version is the valid and binding version.

T +32 497 55 00 00
E legal@lesterius.com

1.    General

1.1.  These general terms and conditions for the provision of services (hereafter ‘GTC’) apply to all offers and Order Forms for the provisions of services as described therein (hereafter the ‘Services’) performed by the Lesterius entity which has provided the Order Form (hereafter ‘Lesterius’) for the customer (hereafter ‘Customer’).

1.2.  It is expressly agreed that solely the Lesterius entity that has emitted the Order Formis to be considered the service provider and no other Lesterius entity shall have any liability or obligations arising out of a breach by the service provider of one of its representations, warranties and obligations under these GTC.

1.3.  The Customer expressly rejects the application of its own general or specific terms and conditions, or other such terms that are otherwise implied by law, trade, practice or dealing, even where such general terms and conditions are issued after these GTC and regardless of any statement to the contrary in any quotation/Order Form, acknowledgement, confirmation, release or other form submitted by Lesterius.

1.4.  Business day means a day other than a Saturday, Sunday or a legal holiday in the territory where Lesterius has its registered office (hereafter ‘Business Day’). All capitalized and other defined terms have the meaning set out in these GTC or in the Order Form.

1.5.  These GTC shall automatically apply to all future commercial relations and legal transactions regarding the performance of the Services between the parties without it being necessary to expressly refer to these GTC.

2.    Offers, Order Form and acceptance

2.1  Lesterius will provide the Customer with an offer for the delivery of the Services, the software and the fees. Unless stated otherwise in the offer, the latter remains valid for a period of one (1) month following the date specified in the offer.

2.2  Lesterius shall only be bound if the offer in which the Services to be performed by Lesterius, the term of the Services, the payment terms and fees are specified, is accepted by the Customer by providing confirmation thereof in writing (via e-mail) and/or if the latter is signed by the parties (hereafter ‘Order Form’).

2.3  The Order Form, these GTC and applicable annex(es) – together are considered the agreement (‘Agreement’).

2.4  Any variation or amendment to an Order Form or Services requested by the Customer shall only be valid when accepted by Lesterius in writing and signed by a duly authorised representative of Lesterius. Such amendments shall be subject to appropriate adjustment in the fees, hourly rates and other commercial terms.

2.5  If any information, including but not limited to product, technical or commercial information, supplied by or on behalf of the Customer is insufficient, incorrect, not delivered in a timely manner, inaccurate or misleading, Lesterius shall be entitled to (i) amend the fees, the terms of payment and/or delivery within the limits of fairness and reasonableness; or (ii) terminate the Order Form with immediate effect and without being due any indemnities, compensation or damages, by giving written notice to the Customer.

2.6  Lesterius will qualify as an intermediary for the provision of the Software. Lesterius does not qualify as the owner or licensor of the Software. In order to access and use the Software, the Customer recognizes and agrees to enter into an agreement with the relevant Software provider, i.e. Claris, to obtain the necessary usage and access rights regarding the Software (hereafter ‘Software Provider’).

2.7  The Order Form shall include a description of the requested Software the Customer wants to order and of the respective subscription fees and payment milestones.

3.    Obligations of the Customer

3.1.  The Customer shall:

• collaborate proactively with Lesterius, maintain responsive and timely communication, and ensure constructive cooperation throughout the term of the Agreement with Lesterius;

• inform Lesterius of any applicable on-site security policies within five (5) Business Days following the signing of the Agreement;

• provide a secure and safe working environment for Lesterius personnel at all relevant locations;

• ensure that any required VPN connection is properly maintained and kept up to date;

• be responsible for performing and maintaining regular backups of its data. The Customer shall ensure that backups are conducted frequently and that multiple copies are retained to safeguard against data loss. The Customer remains fully and solely responsible for all backups, including maintaining routine backup copies;

• keep the Software and information systems up-to-date or upgraded as needed, or upon reasonable request by Lesterius, in order to maintain optimal service quality;

• refrain from issuing direct instructions to Lesterius personnel. All communications regarding scope and/or specific deliverables or priorities shall be channeled through Lesterius' project manager;

• ensure adequate protection of all data, files, and systems provided to or accessed by Lesterius, and implement appropriate user management, version control, and backup mechanisms;

• agree that Lesterius may use the Company's infrastructure and documentation necessary for the provision of the Services, these will, under any circumstances, remain the property of the Customer;

• monitor and regularly review the access rights of all persons within its organization to ensure that only authorized individuals have access to the Software, Services, and related systems. The Customer shall promptly update or revoke access rights as necessary to maintain appropriate security and compliance with the Agreement;

• be responsible for providing Lesterius personnel with timely and sufficient access to its premises, systems, and information, insofar as necessary for Lesterius to perform the Services under the Agreement. It is the responsibility of the Customer to evaluate when such access would no longer be necessary.

3.2.  The Customer warrants and represents that:

• it has full power and authority to execute, deliver and perform its obligations under this Agreement;

• there are no other rights or agreements that would impede the performance of its obligations and responsibilities under the Agreement;

• it is not a party, whether directly or indirectly, to litigation proceedings or disputes which could have a material adverse effect upon its ability to perform its obligations and responsibilities under this Agreement;

• it has sufficient rights as a licensee of up-to-date Software as required to provide the Services;

• its data does not infringe the Intellectual Property Rights or any other right of a third party or does not contain any hostile or intrusive software, including computer viruses, worms, trojan horses, ransomware, spyware, adware, scareware, and other malicious programs.

3.3.  The Customer undertakes to ensure an efficient collaboration with Lesterius – by providing correct, adequate information in a timely manner. The Customer acknowledges that the provision of information or other data requested is of crucial importance in order for Lesterius to provide its Services. The Customer undertakes to provide Lesterius with all data and information that Lesterius indicates in advance are necessary or requests during the term of the Agreement or that the Customer should reasonably know are necessary for the performance of the Services, in a timely manner (and in writing). If such data and information are not provided to Lesterius in a timely manner, Lesterius shall be entitled to suspend the performance of the Services and to charge the Customer for the additional costs arising from such negligence on the part of the Customer according to the agreed hourly rates.

4.    Delivery of Services

4.1. Lesterius shall:

• perform its Services with due care, diligence, and professionalism, in accordance with industry standards and any specifications taken up in the Order Form and assign qualified personnel with appropriate skills and experience to carry out the Services and ensure adequate supervision and quality control;

• make commercially reasonable efforts to comply with timelines as outlined in the Agreement, while noting that all timelines are indicative unless expressly agreed otherwise. The Customer agrees that its input and provision of requested data is essential for Lesterius to deliver its Services in conformity with the indicative timelines. In the event that Lesterius determines that it is impossible to commence/perform the Services within the specified period, Lesterius shall inform the Customer as soon as possible. Lesterius will then agree on a new term in agreement with the Customer. Except in cases of gross negligence, intent or fraud, Lesterius shall not be liable for any deviations from the specified timelines;

• store and manage backup data for a period of thirty (30) calendar days, after which such data may be deleted, unless otherwise agreed in writing.

4.2. The Services agreed upon constitute a best-efforts obligation for Lesterius and do not in any way guarantee a specific result or outcome.

4.3. If and to the extent required for the proper execution of the Services, Lesterius has the right to outsource and/or subcontract certain Services and have them carried out by third parties/subcontractors (including Lesterius’ affiliates).

4.4. Lesterius warrants and represents to the best of its knowledge that:

• it has full power and authority to execute, deliver and perform the Services under the Agreement;

• there are no other rights or agreements that would impede the performance of its Services under the Agreement.

4.5. To the maximum extent permitted by applicable law, Lesterius disclaims all other representations and warranties, including (without limitation) warranties and representations of satisfactory quality, condition, quality, performance, security, non-infringement, merchantability or fitness for a particular purpose, of its Services. The Services are provided to the Customer “as is”, and may be subject to delays, interruptions, errors, defects or other problems resulting from factors outside of Lesterius’ control, for which it shall not be liable.

4.6. The Order Form shall include a description of the requested Services and of the respective Services fees and payment milestones.

4.7. Lesterius shall do its best efforts to ensure an efficient collaboration with the Customer and to request the input of the Customer in a timely manner. In light thereof, the Customer acknowledges that Lesterius relies on information to be provided by the Customer in due time and in conformity with article 3.

5.    Complaints

5.1.  The Customer is obliged to verify the Services on the moment of the performance thereof with regard to their conformity and quality. Complaints regarding the aforementioned elements are only valid if they are communicated by the Customer to Lesterius immediately – and at the latest within ten (10) Business Days as of the delivery of the Services by indicating the alleged defect.

5.2.  The absence of complaints about the Services within the aforementioned terms and conditions automatically implies the acceptance of the Services by the Customer.

5.3.  Complaints regarding hidden defects and non-conformity are only valid if they are communicated in writing to Lesterius within three (3) Business Days after discovery of the flaw, and under the express condition that such Services remain available for Lesterius’ inspection effected by its representatives. Such complaints shall only be admissible within three(3) months after the delivery of the Services.

5.4.  A complaint shall be deemed unfounded in case of (i) insignificant deviations from the agreed quality, (ii) only minor impairment of usability, (iii) damage arising after the passing of the risk, (iv) faulty or negligent handling, (v) unsuitable equipment, (vi) failure on behalf of the Customer to give notice of the alleged defect within the terms as referred to in this clause (vii) failure on behalf of the Customer to allow Lesterius to inspect the Services in the state they were upon delivery, etc.

5.5.  In the event a complaint is founded, such Services shall, at Lesterius’ sole discretion, either be offer a solution or alternative in collaboration with the Customer., excluding any compensation for damages.

5.6.  The Customer cannot make any complaints to suspend or refuse payment.

6.    Intellectual Property Rights

6.1.  ‘Intellectual Property Rights’ means any intellectual property rights, including copyrights, trade and service marks, trade names, rights in logos, inventions, registered designs, design rights, patents, database rights, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world.

6.2.  All actual and future Intellectual Property Rights vested in the Services or created by Lesterius during or in context of the Agreement shall remain the exclusive property of Lesterius. No transfer or assignment of any Intellectual Property Rights to the Customer shall occur under this Agreement unless as expressly stated in this article.

6.3.  The Customer is granted a perpetual, non-exclusive, transferable, sublicensable right to use the specific Services and the Intellectual Property Rights created in the context of the provision of the Services, worldwide. This right to use includes any purpose for which the Customer deems it fit. It includes, but is not limited to, internal business purposes, the ability to distribute, exploit, resell or sub-license and to adapt the Intellectual Property Rights.. All rights not expressly granted to the Customer are reserved by Lesterius including, but not limited to, know-how, (general) skills and knowledge created by Lesterius in the context of the Services.In any event,Lesterius maintains the right to use such know-how, skills and knowledge in the context of other agreements and customers to the extent no Customer-specific or Confidential data would be used.

6.4.  The Customer acknowledges and agrees that Lesterius is entitled to grant, license, assign, or otherwise exploit its Intellectual Property Rights, templates, tools, and materials to third parties without restriction and however it deems fit. The Customer shall not challenge or assist any third party in challenging the validity or ownership of Lesterius’ Intellectual Property Rights.

6.5.  The Customer shall promptly notify Lesterius of any actual or suspected infringement or unauthorized use of Lesterius’ Intellectual Property Rights in relation to the Services. Lesterius shall have the exclusive right to determine whether and how to enforce its Intellectual Property Rights, and the Customer shall provide reasonable assistance in any enforcement action if requested by Lesterius.

6.6.  The Customer grants Lesterius the right to use the Customer's name, logo, and Trademarks as a reference for marketing and promotional purposes, including but not limited to use on Lesterius' website, presentations, and marketing materials, provided that such use is in accordance with reasonable professional standards and does not disparage the Customer.

6.7.  The Customer shall ensure that its employees, agents, affiliates and contractors comply with the obligations set forth in this Agreement. The Customer shall remain liable for any breach of these obligations by such persons.

7.    Confidentiality

7.1.  ‘Confidential Information’ means all information disclosed by either party to the other Party (the "Receiving Party"), before or after the signing of the Agreement, which is designated in writing or orally as confidential, restricted, or proprietary or would appear to a reasonable person to be confidential, whether or not marked or disclosed orally. This includes information relating to the disclosing party’s business including its software, services, products, operations, price setting, processes, plans or intentions, developments, trade secrets, know-how, design rights, market opportunities, personnel, source code(s) of software, methodologies, business and financial plans, drawings, specifications, Intellectual Property Rights, manuals, all technical and business information, all data, and all information derived from any of the above.

7.2.  During the term of the Agreement, and for a period of ten (10) years after the termination or expiry thereof, each party shall keep confidential any and all Confidential Information disclosed by the other party which it receives pursuant to the performance of the Agreement and shall not divulge such Confidential Information to any third party other than to persons in its organization on a need-to-know basis, and to the extent they are bound by an obligation of confidentiality at least as strict as the confidentiality obligation defined herein.

7.3.  The receiving party shall use at least the same degree of care in protecting the disclosing party’s Confidential Information as it uses to protect its own Confidential Information, which shall in any event include the highest reasonable degree of care applicable within the sector. Each Party shall be responsible for the performance of the obligations set forth in the present article by any person to whom Confidential Information is disclosed.

7.4.  The obligations set out above shall not apply to any Confidential Information or part thereof which:

• is already in the public domain or comes into the public domain through no fault of, or breach of this Agreement by the receiving party, its agent or representative;

• is disclosed to the receiving party by a third party having a legal right to do so;

• the receiving party is obliged to disclose by law, statutory order or governmental body having the force of law, in which case the receiving party shall give the disclosing party prompt advance written notice of the disclosure (where lawful and practical to do so) so as to give the disclosing party the opportunity (where possible) to prevent or control the manner of disclosure.

7.5.  Any disclosed Confidential Information may only be used by the receiving party for the purposes of the Agreement and may not be reproduced without the disclosing party’s explicit written consent.

7.6.  Upon termination or expiry of the Agreement, the disclosing party may, at its sole discretion, require the receiving party to either (i) return all Confidential Information and any copies thereof provided under this Agreement, or (ii) irreversibly delete such Confidential Information from its systems and confirm in writing that such deletion has taken place.

8.    Processing of Personal Data

Lesterius shall only process Personal Data (as defined in Annex 1) on behalf of the Customer in accordance with a data processing agreement as required in article 28.3 of the General Data Protection Regulation (“GDPR”). This may be a data processing agreement provided by the Customer or, to the extent the Customer does not provide one, the Data Processing Agreement as attached in Annex 1 can be signed by the Parties upon their agreement.

9.    Fees and payment terms

9.1.  The fees payable for the provision of Services and software and the payment terms are agreed upon between the parties in the Order Form.

9.2.  The fees are quoted exclusive of VAT, any accessory charges, such as transport and insurance charges, customs duties, sales tax, etc. All such costs, taxes, levies or rights imposed by any authority on the software or Services provided by Lesterius are for the account of the Customer.

9.3.  Lesterius remains entitled to adjust the applicable prices from time to time, it being understood that any such changes have to be notified by written notice by Lesterius to the Customer thirty (30) calendar days prior to the implementation of such new prices.

9.4.  Invoices are payable in the currency stated on the invoice, without deduction or discount, to the bank account and on the due date indicated in the invoice.

9.5.  In case of partial or non-payment of an invoice at its due date, the amount due will automatically and without prior notice be increased in conformity with the EURIBOR interest rate . Without prejudice to payment of these interests, the Customer will also owe compensation to Lesterius for applicable legal and extralegal recovery expenses, including any cost relating to bills of exchange, reminders and protest or legal costs.

9.6.  In case of partial or non-payment of an invoice at its due date: (i) Lesterius is entitled to immediately suspend the execution of all pending orders and deliveries without prior notice; (ii) any other non-expired debt of the Customer will become due automatically and without prior notice and/or (iii) Lesterius may decide to, going forward, demand guaranties and securities (such as but not limited to advance payments and bank guarantees) of the Customer which it deems appropriate in view of the good execution of the Customer’s obligations. Should the Customer omit to give such a guarantee, Lesterius is entitled to immediately suspend the execution of all pending Orders and deliveries without prior notice.

10.    Force Majeure and hardship

10.1.   A ‘Force Majeure Event’ means any event or combination of events beyond the reasonable control of a party, including, without limitation, acts of God, war, riots, public disorder, civil commotion, economic sanctions, fire, floods, explosions, epidemics, terrorism, governmental measures or restrictions, system interruption or lock-outs, power outages, internet failures, cyber-attacks or hacking incidents, supply chain disruptions resulting in the non-performance or delay in performance of a party’s obligations.

10.2.   Neither party will be in breach of the Agreement or otherwise liable to the other Party for any failure to perform or delay in performing its obligations to the extent that such failure or delay is due to a Force Majeure Event.

10.3.   If a Force Majeure Event occurs, the affected party will notify the other party in writing without delay, and at the latest within forty-eight (48) hours setting out details of the nature, extent and expected duration of the Force Majeure Event.

10.4.   The affected party will use its reasonable efforts to mitigate the effects of the Force Majeure Event, to continue to perform the Agreement notwithstanding the occurrence of the Force Majeure Event and to ensure the Force Majeure Event comes to an end.

10.5.   In the event of a Force Majeure Event continuing for a period of more than 3 months, the other party shall be entitled to terminate the Agreement, having given no less than 14 days notice in writing to that effect to the party affected by a Force Majeure Event.

10.6.   Equal to a Force Majeure Event beyond Lesterius’ control, which substantially change the economic importance or contents of the delivery, considerably affects Lesterius’ business or render Lesterius’ contractual duties excessively onerous. In such circumstances, the Agreement shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not economically justifiable, Lesterius shall have the right to rescind the Agreement/Order Form without being due any indemnification to the Customer.

10.7.   However, in any case, an event of hardship shall be understood to mean an increase in the fees of any component or materials of the Services and/or software including labour and/or transport costs. The increase must at least result in an increase in the original fees by 15% or more. If such an event of hardship occurs, the fees taken up in the Order Form will be amended and the unforeseen costs will be charged to the Customer.

11. Early termination

11.1.   The Customer is entitled to terminate the Services at any time, subject to the payment of: (i) all costs and fees incurred by Lesterius up to that date; and (ii) a Fee corresponding to the Services actually provided and all amounts that Lesterius could have obtained from the performance of the Services during the term of the Agreement which is estimated at a flat rate of 30% of the Services which were not performed, without prejudice to Lesterius’ right to prove the actual damage if it were higher.

11.2.   Notwithstanding the above, each Party has the right to terminate the Agreement immediately and automatically, without prior court intervention and without any compensation being due, upon written notice to the other Party, in the event:

• Except for the payment obligation of the Customer – the other Party commits any material breach of any of the terms of the Agreement, and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of that other Party being notified in writing of the breach (for example: failure to (timely) upgrade or keep the software up to date by the Customer, thereby preventing Lesterius from performing its Services, lack of payment by the Customer or lack of the Customer to provide required information to Lesterius and to collaborate as specified in article 3);

• the other Party becomes subject to bankruptcy or similar proceedings, or generally fails to pay, or admits its inability to pay, all or a substantial part of its debts as they become due, or applies for, or is granted a moratorium;

• a receiver, manager, administrator, liquidator, or other similar officer or practitioner is appointed over the whole or any substantial part of the other Party’s business or assets, or any steps are undertaken to that effect (typically, it becomes the subject of a bankruptcy, insolvency, or other similar proceeding);

• the other Party has committed an act involving dishonesty, disloyalty, bribery or fraud with respect to such Party or its business.

11.3.   In the event that the Customer undergoes a change of control (for the purpose of this clause, ‘control’ means the ownership of the majority (> 50 %) of the total voting shares within a company)),it should notify Lesterius thereof. If Lesterius reasonably determines that such change of control could adversely affect its interests under the Agreement, Lesterius may terminate the Agreement by providing written notice within thirty (30) calendar days of becoming aware of the change of control.

12. Consequences of termination

12.1.   Upon termination of the Agreement, regardless of the reason for termination, Lesterius will immediately cease performing its Services to the Customer.

12.2.   Upon the Customer’s request, Lesterius will return or delete all relevant data of the Customer unless it is legally obliged to retain it for a longer period. Any costs associated with transferring data to a new system or performing other related tasks will be invoiced by Lesterius based on the applicable hourly rates as set out in the Order Form.

12.3.   The agreed fees are fully due; there will be no refund of fees already paid for unused Services or for incurred and planned costs.

12.4.   The termination or expiry of the Agreement shall be without prejudice to any other rights, claims, or remedies available to the Customer under applicable law or the Agreement itself.

12.5.   Termination of the Agreement will have no effect on the contract that is concluded between the Customer and the Software Provider.

12.6.   Upon termination of the Agreement, the Parties can negotiate in good faith whether and to what extent Lesterius shall assist the Customer with transitioning to another service provider at the agreed upon rates.

13. Liability

13.1.   Nothing in the Agreement attempts to limit or exclude any liability that cannot be legally limited, including any liability for: i) death or personal injury caused by negligence (whether physical or psychological); ii) fraud or fraudulent misrepresentation; iii) gross or willful misconduct.

13.2.   Notwithstanding the above, Lesterius shall have no liability for any indirect damage, special, incidental or consequential damage or loss including i) loss of profits, ii) loss of production, iii) loss of business, iv) loss of data, (v) loss of productivity, vi) recall.

13.3.   For the avoidance of doubt, Lesterius is not liable for i) the functioning or performance of the software or hosting services, ii) the resolution of any issue or problem relating to the software or hosting services, and/or iii) the content, accuracy or integrity of the Customer's data, or any manipulation of such data by the Customer or third parties.

13.4.   Lesterius liability for non-conforming Services is limited to the remedy taken up in article 5.5. For any other liability, Lesterius shall only be liable to pay damages for gross failure to perform its obligations or for its wilful misconduct or fraud. In any event, the total liability of Lesterius arising from this Agreement shall in no case exceed the projected or total fees, whichever is lower, of the order placed that gave rise to the damage.

13.5.   Any claim for damages of the Customer must be duly documented and must clearly demonstrate the loss suffered by the Customer, the amount of the damages and the causal link between the two.

13.6.   The Parties agree that the remedy for damages caused by the non-performance of any contractual obligation under the Agreement shall, within the statutory limits, be exclusively governed by the rules of contract law, even if the event leading to the damage also constitutes a tort. As far as acceptable under local legislation and within statutory limits, the Parties expressly acknowledge that any form of extra-contractual liability arising from the performance of the Agreement shall not be invoked. Moreover, the Customer expressly waives any extracontractual claims against the auxiliary persons of Lesterius, within the statutory limits. The Customer warrants that it will include a similar clause (exclusion of extra-contractual liability within a contractual relationship) in the contractual relationship with the Software Provider. In light thereof, the Customer will indemnify and hold Lesterius harmless against any claim of any kind from the Software Provider arising from the breach of the above obligation.

14. Indemnifications

The Customer shall indemnify, defend, and hold harmless Lesterius, its directors, officers, employees, agents, suppliers, and Affiliates from and against any and all fines, penalties, claims, actions, suits, liabilities, judgments, losses, damages, costs, and expenses (including reasonable legal fees and expenses), to the extent arising out of or resulting from (i) the Customer’s negligence, misconduct, or breach of its obligations under this Agreement; (ii) any infringement of third-party rights resulting from data, content, or specifications provided by the Customer; (iii) failure to comply with applicable laws or regulations in the context of the Services provided by Lesterius.

15. Non-solicitation

15.1.   For a period of twelve (12) months following the termination or expiration of this Agreement, the Customer agrees not to directly or indirectly solicit, induce, recruit, or encourage any Lesterius employee, subcontractor, or consultant to provide Services independently or to become employed by the Customer or any other person or entity.

15.2.   Furthermore, the Customer shall not solicit or entice away any customer, client, or supplier of Lesterius with whom the Customer had contact or dealings during the term of this Agreement for the purpose of competing with Lesterius, whether on the Customer's behalf or for any other entity.

16. Miscellaneous

16.1.   Entire Agreement/Amendments. The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all documents and/or agreements previously exchanged between them. No variation of this Agreement is valid unless it is in writing and signed by or on behalf of each party.

16.2.   Severability. If any obligation in this Agreement should be unenforceable or contrary to any provision of mandatory law or public policy, such unenforceability or invalidity shall not affect the validity and enforceability of any other provision of the Agreement, nor of that part of the relevant provision which is not contrary to mandatory law or public policy. In such case, the parties shall in good faith replace the invalid or unenforceable provision with valid and enforceable provisions that approximate the original intent of the parties as closely as possible with similar economic consequences for the parties.

16.3.   Assignment. The Customer’s rights and obligations under the Agreement cannot be directly or indirectly transferred or assigned in whole or in part to a third party without the prior written consent of Lesterius. However, Lesterius may assign or transfer its rights and obligations under the current Agreement to an affiliate upon written notification thereof to the Customer.

16.4.   Relations between the parties. In the performance of the Agreement, the parties are and shall remain independent parties. The parties are solely liable for their own operating costs and alone bear the risks inherent to their business. None of the provisions of the Agreement can be interpreted as indicating consent by the parties to form a partnership or joint venture. The parties shall be solely responsible for the employment, social security status, tax obligations, control and direction of their own employees.

16.5.   No waiver. No waiver of any provision, breach, or right under this Agreement shall be effective unless expressly made in writing and signed by the waiving party. Any failure or delay to exercise a right shall not be deemed a waiver, nor shall partial exercise preclude further or future exercise. A waiver of any breach shall not constitute a waiver of subsequent breaches, nor affect the waiving party’s right to enforce strict compliance thereafter. All waivers are subject to ongoing review and approval by the waiving party and shall not extend beyond their specific intent.

16.6.   Official language. In the event of inconsistencies or conflicts between the English version of the GTC and a local translation of the GTC, the English version shall prevail.

17.  Applicable law and jurisdiction

17.1 The GTC and the Agreement are exclusively governed by and will be interpreted in accordance with the laws of the registered office of the Lesterius entity that has concluded the Agreement with the Customer.

17.2 All disputes between parties relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of the place of the registered office of the Lesterius entity that has concluded the Agreement with the Customer.

18. Country specific legislation

18.1.     Belgium

11.1 Article 1794 of the old Belgian Civil Code

11.3 Articles 1:14 to 1:20 of the Belgian Code on Companies and Associations

13.6 Article 6.3 of the Civil Code

18.2.     Spain

10 Article 1105 of the Civil Code

11.1 Article 1152 of the Civil Code

11.2 Article 1124 of the Civil Code

13.4 Article 1101, 1102, 1902 of the Civil Code

13.6 Article 1101, 1102, 1902 of the Civil Code

18.3.     The Netherlands

11.1 Article 7:408 of the Dutch Civil Code

11.3 Book 2 of the Dutch Civil Code

13.6 Book 6 of the Dutch Civil Code

18.4.     Sweden

Not yet defined.