GENERAL TERMS AND
CONDITIONS

These general terms and conditions (“General Terms and
Conditions”) belong to Firstcable Ltd., with registered office at 109
Borough High St, London SE1 NL1, United Kingdom.

1. GENERAL

1.1. These General Terms and Conditions apply to all
offers, proposals, quotations (“Quote”), orders, agreements and deliveries
regarding the delivery of goods and/or services by Firstcable Ltd. to its
customer (hereinafter the “Customer”). Deviations from these General Terms and
Conditions are only enforceable against Firstcable Ltd. if Firstcable Ltd. has
expressly accepted them in writing. In that case, the other provisions of these
General Terms and Conditions remain fully applicable. The Customer cannot
derive any rights from agreed deviations for other or future transactions. The
application of any general terms and conditions of the Customer is expressly
excluded, unless otherwise agreed in writing.

1.2. By placing an order by the Customer, by the
Customer agreeing to a Quotation, or by the signing or (beginning of) execution
of the agreement by Firstcable Ltd. or the Customer, the Customer
unconditionally and irrevocably accepts these General Terms and Conditions.
Conditions, which are binding.

1.3. These General Terms and Conditions are valid from
May 1, 2018 and replace all previous ones.

1.4. The Customer can cancel its agreement or part of
it

2. QUOTES AND ORDERS

2.1. Quotations

Each Quotation is without obligation and only applies
to the B2B market.

Unless expressly stated otherwise, each Quotation is
valid for 30 calendar days after the date of the Quotation and expires
automatically after the expiry of this period.

All terms, references to technical data or other
elements stated in a Quotation are purely indicative and not binding for the
execution of the Quotation, unless otherwise agreed in writing. Firstcable Ltd.
has the right to correct errors in the Quotation or withdraw the Quotation at
any time.

Firstcable Ltd. cannot be held liable for the
exceeding of deadlines or adjustment of data or elements and this is also not a
valid ground for termination, dissolution or suspension of the execution of the
agreement by the Customer, nor can this give rise to any price reduction. or
compensation. Firstcable Ltd. will inform the Customer to the best of its
ability of the (suspected) exceeding of a term or adjustment of data or
elements.

The Quotation is based on the information provided by
the Customer. If it turns out that the data is incorrect, the Customer will be
informed. If additional services must be provided by Firstcable Ltd., an
additional Quotation will be submitted to the Customer. Firstcable Ltd.
reserves the right to suspend

 

 

2.2 Orders

By placing the order or confirming the Quotation, the
Customer acknowledges that he is fully informed and understands what is stated
in the Quotation. Every order by the Customer commits the Customer. Firstcable
Ltd. will only be bound by an order from the Customer if Firstcable Ltd. has
expressly confirmed in writing that it accepts it. The agreement is only
concluded after acceptance of the order.

In the event that the Customer cancels an order, the
Customer owes Firstcable Ltd. compensation of 30% of the full price of the
ordered goods or services, unless higher compensation is proven by Firstcable
Ltd..

3. DELIVERY OF GOODS AND SERVICES

3.1. The Customer accepts partial deliveries of goods
and services. Partial invoices can be issued for this.

3.2. The Customer’s signing of the delivery note
constitutes the delivery and acceptance of the delivered good or service.

The risk regarding goods passes to the Customer at the
time of delivery. The risk relating to services is transferred to the Customer
upon delivery or acceptance of the service. If the Customer does not sign the
source of supply, the risk passes from the day when Firstcable Ltd. has
delivered the good or announces the performance of the services.

The transfer of ownership of the goods will only take
place upon full payment of the price and any interest and damages resulting
from late payment.

3.3. Firstcable Ltd. reserves the right to make
certain technical improvements or adjustments in accordance with legal
regulations to ordered goods or services during delivery, insofar as this does
not entail significant changes or insofar as this is necessary. If, during the
performance of the services, it appears that the Quotation cannot be
technically performed, Firstcable Ltd. is not obliged to perform it and it can
be canceled without any compensation.

3.4 Firstcable Ltd. has the right to rely on a third
party for the performance of certain services

 

4. OBLIGATIONS OF THE CUSTOMER

4.1. The Customer will make all information and
documents necessary for the execution of the assignment available to Firstcable
Ltd. in a timely manner and will cooperate in the required manner in the
execution of the assignment, in accordance with applicable rules and
legislation.

The Customer must be in possession of the necessary
licenses for all software used by him, including third-party software. The
Customer will always indemnify Firstcable Ltd. against all possible claims from
third parties with regard to this software. The Customer also ensures that its
hardware meets the minimum requirements specified by Firstcable Ltd..

4.2. The Customer undertakes to grant Firstcable Ltd.
employees charged with carrying out the services access to all areas,
installations (hardware, software, networks, etc.) during normal working hours
and in accordance with the access rules of the Customer’s company. ) and
resources necessary to allow Firstcable Ltd. to carry out the performance in
the prescribed manner. If the Customer does not fulfill these obligations, the
term and price can be adjusted.

 

5. PRICES, INVOICES AND PAYMENTS

5.1. All prices and other amounts are expressed in
euros and exclusive of VAT and other taxes and levies. If these taxes and
levies increase after the conclusion of the agreement, this can be passed on to
the Customer. Additional and updating will be charged at the rates applicable
at that time.

Unless otherwise stated in the Quotation, the goods
are charged at fixed prices and the services are performed at hourly rates (at
the rates applied at that time) or at the fixed price stated in the Quotation.
Other costs will be charged additionally. A Quotation can always be requested
from Firstcable Ltd. via info@firstcable.uk

5.2. All invoices are payable at the address of the
registered office, on the due date and the account number as stated on the
invoices. Appointees are not authorized to receive payments. One or more
advances may be requested before the start and during the execution of the
assignment in the form of a fixed rate or on the basis of an hourly rate. These
advances will be deducted from the final bill.

In the event of non-payment on the due date, the
Customer owes interest of 10% on the total amount of the invoice on an annual
basis, by operation of law and without further notice of default. In addition,
the customer is entitled to full or partial non-payment of an invoice within
one month after the due date and without further notice of default,
compensation of 10% of the total amount of the invoice with a minimum of 250
euros is due. All judicial and extrajudicial collection costs of invoices are
borne by the Customer, with a minimum compensation due of 10% of the total
amount of each invoice. In the event of non-payment of an invoice on its due
date (i) Firstcable Ltd. has the right to suspend its obligations and to
terminate this and all other agreements with the Customer and (ii) the balance
due of all other, even invoices that are not due, immediately due and payable.

5.3. The Customer is not entitled to set off debts
against Firstcable Ltd..

5.4. Complaints regarding invoices must be submitted
by substantiated registered letter within 7 calendar days of the invoice date.
In the absence of a timely complaint, the invoice is deemed to have been
definitively accepted.

The Customer can only suspend a payment if he proves
that Firstcable Ltd. has not fulfilled a contractual obligation and he has
informed Firstcable Ltd. of this in advance by registered letter. In any case,
the amount of the suspended payment may relate only to that part of the good or
service relating to the alleged breach of the contractual obligation. A
suspension of payment by the Customer is only possible if (the part) of the
good or service is separately identifiable on an invoice.

5.5. In the event of late payment of invoices, the
Customer undertakes to have Firstcable Ltd. immediately repossess the delivered
goods without prior notice of default, to grant Firstcable Ltd. access to its
premises and to bear all transport costs.

 

 

6. FORCE MAJEURE

6.1. Firstcable Ltd. is not obliged to fulfill
contractual obligations the execution of which has become impossible. In any
case, Firstcable Ltd. cannot be held liable for the Customer’s failure to
fulfill its contractual obligations or resulting damage as a result of strikes,
total or partial stagnation of transport, electricity and telecommunications
disruptions, business disruptions, non-performance and/ or force majeure of its
suppliers, licensing requirements and other legal and administrative
requirements, all of which count as force majeure.

6.2. If the force majeure situation lasts or threatens
to last longer than 10 working days, Firstcable Ltd. has the right to terminate
the agreement immediately by registered letter, without prior appeal to a judge
and without any compensation. In such a case, Firstcable Ltd. will be entitled
to payment by the Customer for all goods or services already delivered and for
the costs already incurred with a view to the future execution of the
agreement.

6.3. The failure by Firstcable Ltd. to fulfill its
contractual obligations as a result of such force majeure situations is not a
ground for termination, dissolution or suspension of the execution of the
agreement by the Customer, nor does it entitle the Customer to a price
reduction or compensation.

 

7. CONFIDENTIAL INFORMATION

7.1. The parties will treat all information, obtained
orally or in writing, in any form whatsoever, that can reasonably be assumed to
be confidential, treat it as strictly confidential and not disclose it to third
parties without the prior, express and written consent of the other party,
unless otherwise stated. if this is required by law or judicial authorities. In
the latter case, the disclosing party will immediately inform the other party.

7.2. Firstcable Ltd. will have the right to publicize
the existence of the agreement with the Customer for publicity and other
commercial purposes.

 

8. INTELLECTUAL AND PROPRIETARY RIGHTS AND DATA
PROTECTION

8.1. Any intellectual, industrial or other property
right (whether registered or not) on works, goods or services owned, used or
created by Firstcable Ltd., its employees, consultants or subcontractors in the
context of the execution of the agreement (including software, material,
technology, skills, know-how and information about its use), remains the
exclusive property or use of Firstcable Ltd. and/or its licensors, as the case
may be. The delivery of goods and/or services by Firstcable Ltd. to the
Customer does not imply any transfer of any such right. The fees paid by the
Customer do not constitute payment for the transfer of any such right.

If the Customer obtains a user license from Firstcable
Ltd. or via Firstcable Ltd. from a third party, the Customer may only use this
in accordance with the conditions of this user license.

In the event that the Customer itself provides
material, such as software, texts, images, etc. in the context of the execution
of the assignment, the Customer guarantees that its use does not infringe any
intellectual property rights.

8.2. If the parties have expressly agreed in writing
to transfer such right, Firstcable Ltd. will remain the holder of that right
until the Customer has paid the full price and all additional costs (interest
and damages due to late payment of invoices included).

8.3 The parties will only process, use or store
personal data for contractually determined purposes in accordance with
applicable law.

To the extent that the Customer has personal data
processed by Firstcable Ltd., Firstcable Ltd. is merely a ‘processor’ of this
data. The Customer remains the ‘responsible’ of this personal data and is
responsible for the instructions that the Customer gives to Firstcable Ltd.. In
this sense, the Customer must fully comply with the Personal Data Processing
Act and the General Data Protection Regulation.

The conditions and modalities on the basis of which Firstcable
Ltd. acts as ‘processor’ of personal data for the Customer are specified in the
Processing Agreement.

n the context of the services that Firstcable Ltd.
provides for the Customer, Firstcable Ltd., as the ‘responsible’ person,
processes personal data of the contact persons specified by the Customer. The
contact details of these persons may be processed in the context of customer
management and marketing purposes, and serve to execute the agreement with the
Customer.

See also the provisions on our website regarding our
privacy policy.

 

9. GUARANTEES

9.1. All contractual obligations of Firstcable Ltd.
are best efforts obligations. Firstcable Ltd. makes no express or implied
warranties of any kind in connection with the goods or services, including any
warranty of fitness for a particular purpose, performance or merchantability
and any software is provided to Customer “as is”.

9.2. The Customer will always take the necessary
measures to safeguard the integrity, security and maintenance of the software,
hardware and all other materials.

9.3. In the event of an alleged malfunction of the
goods or services, the Customer will actively cooperate in all investigations
aimed at determining the cause and take all measures to secure evidence that
may be relevant.

9.4. All goods or services supplied to the Customer by
a subcontractor of Firstcable Ltd. or supplied to Firstcable Ltd. by a third
party and which Firstcable Ltd. in turn supplies to the Customer, are subject
only to the warranty and liability conditions that apply between this
subcontractor or third party and Firstcable Ltd…

9.5. The Customer must immediately check the goods and
services for defects upon delivery or acceptance. In the event of any visible
defects, the Customer must within a period of 7 days after delivery or
acceptance or in the case of hidden defects in goods, within 2 days after
discovery of hidden defects and in any case within 2 months after delivery of
these goods, inform Firstcable Ltd. of these defects by substantiated
registered letter. Firstcable Ltd. is only liable for a defect in the delivered
good or service that exists at the time of delivery and that manifests itself
within a period of 2 months from delivery. In the event of a defect, the
Customer is not entitled to compensation. The Customer is only entitled to the
free repair of the good or service or the free replacement of the good or
service, at the discretion of Firstcable Ltd.. If the free replacement or
improvement is impossible or disproportionate, the Customer only has the right
to demand an appropriate price reduction.

 

10. LIABILITY

10.1. Firstcable Ltd. shall not be liable for any
consequential or indirect damage or loss, loss of data, recovery of data,
profits, income, turnover or other financial or commercial losses, whether
arising from non-compliance with its obligations. Firstcable Ltd. is also not
liable in the event that damage has been suffered due to actions or lack of
actions that cannot be exclusively and directly attributable to Firstcable Ltd..

10.2. In any case, the liability of Firstcable Ltd.
towards the Customer is limited to 10,000 euros per incident, on the
understanding that the total liability of Firstcable Ltd. arising from the
agreement is always limited to 50% of the annual value of the agreement.

 

 

11. DURATION AND DISSOLUTION

11.1. The duration of the agreement is in principle
until the end of the project, unless a different duration has been expressly
agreed in writing.

11.2. In any case, Firstcable Ltd. always has the
right to immediately terminate the agreement prematurely without any
compensation, without further notice or notice of default and without prior
recourse to a court if: (a) the Customer is in breach of a contractual
obligation and he does not comply with it. adequately rectified within a period
of 10 working days after notification by Firstcable Ltd. of the shortcoming,
(b) in the event of (application for) bankruptcy, dissolution, liquidation or
insolvency of the Customer, or (c) the legal control over the Customer changes.

11.3. In the event of early termination of the
agreement, all amounts due, even for invoices not yet due or issued, are
payable immediately.

 

12. NON-REJECTION

12.1. During the term and for 12 months after
termination of the agreement, the Customer will not employ, recruit or hire any
employees, consultants, representatives or subcontractors of Firstcable Ltd. or
their staff, who are involved in the execution of the agreement, regardless of
their status. approach directly or indirectly with a view to recruitment or
direct or indirect cooperation in any form.

12.2. If the Customer violates this article, he will
automatically and ipso jure be liable for a lump sum compensation for each
violation equal to the total gross salary of the employee, consultant,
representative or subcontractor concerned over a period of 12 months prior to
the non-compliance with this article. article by the Customer, which the
parties consider to be an estimate of reasonable damages resulting from a
violation of this article.

 

13. APPLICABLE LAW AND JURISDICTION

13.1. These General Terms and Conditions and any other
contractual provisions between Firstcable Ltd. and the Customer are governed by
Belgian law.

13.2. Any dispute will be settled exclusively by the
courts of Brussels.