ACADEMICLABS’ TERMS AND CONDITIONS


(March 12, 2017)

1. LANGUAGE

English: These General Conditions are available on request and can also be consulted on academiclabs.co in English. Only the English version of these General Conditions is legally valid.

2. DEFINITIONS

2.1. “ACADEMICLABS”: the private company with limited liability “ACADEMICLABS”, a company incorporated and existing under the laws of Belgium, with its registered office at 9880 Aalter, Kestelstraat 36, registered at the Register of Legal Entities of Gent, division Gent under number 0643.547.983 and known to the VAT-administration under number BE 0643.547.983.

2.2. “Website”: the website with url https://academiclabs.co and the Platform to which the User or Member has access through his USER ACCOUNT or MEMBER ACCOUNT.

2.3. “Platform”: ACADEMICLABS’ platform, which constitutes a part of the Website and is solely accessible through a USER ACCOUNT or MEMBER ACCOUNT.

2.4. “General Conditions”: this present general terms and conditions which govern the use and access of the Website and the Platform and the content, information and services, free and/or paid, provided through the Website.

2.5. “Visitor”: any natural person or legal entity who visits the Website, but has limited access to the Platform.

2.6. “User”: any natural person or legal entity who visits the Website and has access to the Platform through a USER ACCOUNT.

2.7. “Member”: the User who has access to the Platform through a MEMBER ACCOUNT.

2.8. “Guest”: any natural person or legal entity who is a Visitor, User or Member of ACADEMICLABS.

2.9. “USER ACCOUNT”: the account and corresponding combination of User login and password that ACADEMICLABS can assign to a certain User who has subscribed for a USER ACCOUNT and who, after the assignment by ACADEMICLABS, becomes a User, and with which the User receives the right of access to and use of the Website (including the Platform).

2.10. “MEMBER ACCOUNT”: the account and corresponding combination of User login and password that ACADEMICLABS can assign to a certain User who has subscribed for a MEMBER ACCOUNT and who, after the assignment by ACADEMICLABS, becomes a Member, and with which the Member receives the right of access to, right of use of and right to contribute Content to the Website (including the Platform).

2.11. “Letter of Complaint”: a letter of complaint, sent by registered mail or e-mail to [email protected], mentioning the invoice number, all references (as far as applicable) as provided in the order confirmation by ACADEMICLABS and the invoice from ACADEMICLABS, with accurate identification of the services and a detailed description of the non-conformity or defect.

2.12. “Offer Letter”: a letter ACADEMICLABS can send to certain Guests to offer them a USER ACCOUNT or MEMBER ACCOUNT under certain specific conditions.

2.13. “Conformity of the Delivery” (exhaustive definition): delivery of the correct (types of) services, without visible defects, on the correct location(s) and of the correct quantities, in conformity with the written agreement between ACADEMICLABS and the paying Customer or, in absence thereof, in conformity with the order confirmation by ACADEMICLABS. In the absence of a written agreement between ACADEMICLABS and this Guest, as well as an order confirmation by ACADEMICLABS, the correctness of the (types of) services shall be evaluated in accordance with this Guest’s order.

2.14. “Content”: information, text, illustrations, videos, logos, icons, software, design, applications, sheets, models, data and all other content made available by ACADEMICLABS on or through the Website.

3. SCOPE OF APPLICATION

3.1. Notwithstanding any communications to the contrary in the past or future, by using the Website, the Guest accepts that only the following norms apply to all contractual, precontractual and non-contractual legal relationships between ACADEMICLABS and the Guest, both current and future: (in descending ranking order, the next in the absence or by implication of the previous one) (1) the written agreement between ACADEMICLABS and the Guest; (2) the written order confirmation by ACADEMICLABS; (3) these General Conditions; (4) Belgian law. Any other provisions and/or conditions, such as among others the general and/or special terms and conditions of the Guest are not applicable and are explicitly rejected by ACADEMICLABS. Any other (deviating) provisions and/or conditions are solely applicable if and to the extent ACADEMICLABS has explicitly signed these deviating provisions and/or conditions for approval. Such exceptions, expressly signed for approval only apply to the project to which they relate and cannot be invoked for other, even similar projects. In case ACADEMICLABS has accepted a special agreement or has accepted the special terms and conditions of a Guest which contain provisions contrary to the provisions in these General Conditions, these General Conditions shall be applicable with regard to every issue which is not governed by this special agreement or special terms and conditions. 3.2. By accessing and using the Website and/or the Platform the Guest states and accepts the acceptance and agreement to be bound by these General Conditions on behalf of himself and all persons he represents or allows access. These General Conditions therefore constitute a complete legally binding written agreement between ACADEMICLABS and the Guest relating to the subject matter hereof. Where hereafter is referred to a written agreement between ACADEMICLABS and the Guest, these General Conditions are meant. 3.3. If the Guest does not agree with each provision of these General Conditions, or if the Guest is not authorized to agree and accept these General Conditions, he must immediately cease its access and use of the Website. 3.4. If one or part of a provision of these General Conditions should be rendered null and void, the rest of the provisions and/or the remainder of that provision shall remain valid. If one or part of the provisions is rendered null and void, ACADEMICLABS and the Guest, as far as possible and according to their own loyalty and convictions, shall negotiate to replace the invalid (part of the) provision with an equivalent provision in the general spirit of these General Conditions. 3.5. ACADEMICLABS reserves the right to amend and/or adjust these General Conditions at any time whatsoever, for any reason, and without any prior notice or liability towards the Guest. The Guest is not permitted to change these General Conditions in any manner. 3.6. Each time the Guest accesses and uses the Website, these General Conditions as they then read, will govern the Guest’s access and use. Accordingly, when the Guest accesses and uses the Website, the Guest should check the date of these General Conditions (which appears at the top of these) and review any changes since the last version[As1] . 3.7. The Website may provide, or third parties may provide, hyperlinks to third-party materials, resources or websites operated by third parties. ACADEMICLABS is not liable for any content, advertising, products or other materials on or available from such websites or resources or the policies of such websites and resources. ACADEMICLABS should not be taken to be endorsing, publishing, permitting or authorizing such websites or materials. ACADEMICLABS is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.

4. USER ACCOUNT

4.1. ACADEMICLABS has the right to demand a certain payment, under the terms and conditions of this General Conditions, for certain USER ACCOUNT as further described on the Website or in the Offer Letter when and in which manner a USER ACCOUNT is a paid USER ACCOUNT. ACADEMICLABS may alter this offer for the paid USER ACCOUNT at any time whatsoever. 4.2. Also the content of a paid USER ACCOUNT is further described on the Website or in the Offer Letter. 4.3. The subscription for a paid USER ACCOUNT must be considered as an order of a service by the Guest. 4.4. ACADEMICLABS can withdraw its offers at any time whatsoever. In any event, all offers by ACADEMICLABS are without obligation and are to be considered solely as an invitation to the Guest for subscribing for a USER ACCOUNT. 4.5. The agreement on which a paid USER ACCOUNT is based, is only established when a person who is authorised to bind ACADEMICLABS in law confirms the paid USER ACCOUNT in writing or electronically. This agreement forms an integral part of the written agreement between ACADEMICLABS and the paying User in his capacity as a Guest pursuant these General Conditions. 4.6. ACADEMICLABS has the right to require an upfront, advance payment or an integral prepayment at all times. In such event, ACADEMICLABS’ obligations towards the paying User shall be suspended completely until the outstanding amount concerned is paid integrally and this, without any right of recourse for the paying User with regard to ACADEMICLABS. 4.7. ACADEMICLABS is free to select the parties with which it wishes to be a User and always has the right to require a minimum invoice amount in case of a paid USER ACCOUNT.

5. MEMBER ACCOUNT

5.1. ACADEMICLABS has the right to demand a certain payment, under the terms and conditions of this General Conditions, for certain MEMBER ACCOUNTS as further described on the Website or in the Offer Letter when and in which manner a MEMBER ACCOUNT is a paid MEMBER ACCOUNT. ACADEMICLABS may alter this offer for the paid MEMBER ACCOUNT at any time whatsoever. 5.2. Also the content of a paid MEMBER ACCOUNT is further described on the Website or in the Offer Letter. 5.3. The subscription for a paid MEMBER ACCOUNT must be considered as an order of a service by the Guest. 5.4. ACADEMICLABS can withdraw its offers at any time whatsoever. In any event, all offers by ACADEMICLABS are without obligation and are to be considered solely as an invitation to the Guest for subscribing for a MEMBER ACCOUNT. 5.5. The agreement on which a paid MEMBER ACCOUNT is based, is only established when a person who is authorised to bind ACADEMICLABS in law confirms the paid MEMBER ACCOUNT in writing or electronically. This agreement forms an integral part of the written agreement between ACADEMICLABS and the paying Member in his capacity as a Guest pursuant these General Conditions. 5.6. ACADEMICLABS has the right to require an upfront, advance payment or an integral prepayment at all times. In such event, ACADEMICLABS’ obligations towards the paying Member shall be suspended completely until the outstanding amount concerned is paid integrally and this, without any right of recourse for the paying Member with regard to ACADEMICLABS. 5.7. ACADEMICLABS is free to select the parties with which it wishes to be a Member and always has the right to require a minimum invoice amount in case of a paid MEMBER ACCOUNT.

6. PRICE AND COSTS

6.1. All prices exclude VAT and are, except as provided otherwise, expressed in Euros. A separate individual price is calculated for every paid USER ACCOUNT and paid MEMBER ACCOUNT. This price is only valid for that specifically defined service and therefore does not apply to other, even similar services. 6.2. Currency fluctuations, increases in wages, salaries, social security charges, costs imposed by the government, levies and taxes, duties, or insurance premiums entitle ACADEMICLABS to increase the agreed price accordingly.

7. ACADEMICLABS’ COMMITMENTS

7.1. ACADEMICLABS’ commitments are limited to an accurate execution of its obligations as described in these General Conditions and the Offer Letter which constitute the written agreement between ACADEMICLABS and the Guest. 7.2. ACADEMICLABS is not responsible for compliance with the respective legal obligations relating to the delivery and/or use of the services which apply in the country where the services will be delivered and/or used by the Guest. 8. LIABILITY TOWARDS THE USE OF THE WEBSITE 8.1. ACADEMICLABS does not accept any liability for the Guest’s use of the Website. For that reason, the following provisions apply to the Guest’s use of the Website. 8.2. The Guest’s use of the Website is at his own risk. The Website is provided on an "as is" and "as available" basis, and without any representations, warranties or conditions of any kind, whether expressly or implicitly, and including without limitation representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, durability, availability, timeliness, accuracy or completeness, all of which are hereby disclaimed by ACADEMICLABS and providers to the fullest extent permitted by law. 8.3. The operation of the Website may be affected by numerous factors beyond ACADEMICLABS’ control. The operation of the Website may not be continuous or uninterrupted, secure or private. Without limiting the generality of the foregoing, ACADEMICLABS and providers make no representation, warranty or condition that: a. the Website will be compatible with the Guest’s computer and related equipment and software; b. the Website will be available or will function without interruption or will be free of errors or that any errors will be corrected; c. the Website will meet the Guest’s requirements; d. the information contained in the Website or derived from the Website will be accurate, complete, sequential, or timely; e. certain or any results may be obtained through the use of the Website; f. the use of the Website, including the browsing and downloading of any information, will be free of viruses, trojan horses, worms or other destructive or disruptive components; or g. the use of the Website will not infringe the rights (including intellectual property rights) of any person; and ACADEMICLABS and providers disclaim any and all liability regarding such matters to the fullest extent permitted by law. 8.4. ACADEMICLABS and providers will not be liable to the Guest or any other person for any loss or damages suffered by the Guest or any other person as a result of any failure or refusal by ACADEMICLABS to give effect to, or for any failure or delay by ACADEMICLABS in receiving, accessing, processing or accepting, any communication sent to ACADEMICLABS by means of the Website or email, or for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Website or email services. 8.5. The Guest agrees that ACADEMICLABS shall have no responsibility for any damages suffered by the Guest in connection with the Website or any Content contained therein. The Guest expressly agrees that use of this Website, including all Content, data or software distributed by, downloaded or accessed from or through this Website, is at his sole risk. 8.6. Except as otherwise agreed in writing, ACADEMICLABS and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content, services or products distributed or made available by third parties through this Website. 8.7. No advice or information, whether oral or written, obtained by the Guest from ACADEMICLABS or through or from the Website shall create any warranty not expressly stated in the Agreement. 8.8. To the fullest extent permitted by law, ACADEMICLABS will be under any circumstances (unless in case of gross negligence or willful misconduct) liable to the Guest or any other person for any loss of use, loss of production, loss of income or profits (anticipated or otherwise), loss of markets, economic loss, special, incidental, indirect or consequential loss or damage or exemplary or punitive damages, whether in contract, tort, negligence, strict liability, or under any other theory of law or equity, arising from, connected with, or relating to the use of the Website by the Guest or any other person, and regardless of any negligence or other fault or wrongdoing by ACADEMICLABS and notwithstanding that ACADEMICLABS may have been advised of the possibility of such loss or damages being incurred by the Guest or any other person. 8.9. The Guest will assist and cooperate as fully as reasonably may be required by ACADEMICLABS and each of its providers in the defense of any claim or demand. Advice and information provided by ACADEMICLABS and its providers or their respective representatives, whether oral or written, will not create any representation, warranty or condition or vary or amend this Agreement, including the above disclaimer, liability exclusion, liability limitation, release and indemnity provisions, and the Guest may not rely upon any such advice or information.

9. DELIVERY OF THE PURCHASED SERVICES

9.1. The stated use, implementation and delivery times of the USER ACCOUNT or MEMBER ACCOUNT are always indicative and are not an essential part of ACADEMICLABS’ obligations towards the Guest and the paying User or Member, neither of these General Conditions, nor of the order confirmation by ACADEMICLABS. Changes to an order from the Guest or changes to these General Conditions automatically result in lapse of the proposed expected delivery times. 9.2. ACADEMICLABS is by no means liable for delays incurred as a result of failures on the part of its partners and/or suppliers, this Guest and/or any other third party. 9.3. Except as expressly provided otherwise, ACADEMICLABS is not responsible for the implementation of the purchased services and/or for the performance of any tests.

10. INFORMATION AND TRIALS

10.1. The Guest is deemed to be aware of all characteristics of the services he orders. The Guest cannot derive any right from the information or trials provided by ACADEMICLABS, either at its own initiative or upon the Guest’s request. 10.2. The Guest is exclusively and entirely responsible for determining whether the purchased services are suitable and meet all quality requirements regarding the use and/or purposes for which the Guest purchased the services or wishes to use them. Thereto, the Guest shall perform the required tests and retrieve the required information (among others relating to the proper use of the services concerned, the possible dangers regarding the services, the applications and qualities of the service, etc.). In this regard, the Guest is explicitly obliged to verify the information he received, among others – without being limited thereto – regarding the accuracy of the information received, the exhaustiveness of the information and the relevance of the information for the use and/or purposes for which the Guest purchased the services or wishes to use them. 10.3. All information provided to the Guest by ACADEMICLABS, either at its own initiative or upon the Guest’s request, serves for information purposes only and does not release the Guest from his obligations under article 10.2 of these General Conditions. ACADEMICLABS’ responsibilities in that respect are always limited to the responsibility imperatively imposed on it by Belgian law.

11. ACCEPTANCE, DELIVERY AND COMPLAINTS

11.1. The paying Guest shall carry out an initial check immediately on delivery of the purchased services, concerning among others the Conformity of the Delivery. Complaints regarding the Conformity of the Delivery must be confirmed to ACADEMICLABS by means of a Letter of Complaint within a period of one (1) week, failing which this Guest is deemed to have accepted the delivered services as agreed. 11.2. Making use of the services (the USER ACCOUNT or MEMBER ACCOUNT) delivered by ACADEMICLABS is deemed to constitute approval and acceptance and final delivery of the services concerned and releases ACADEMICLABS from its responsibilities and liability in conformity with articles 8, 10, 12 and 14 of these General Conditions. 11.3. This Guest forfeits the right to rely on non-Conformity of the Delivery and/or any other defect, unless he notifies ACADEMICLABS thereof by Letter of Complaint within a period of one (1) week after discovering or after he should have discovered the non-compliance or defect. Complaints regarding latent defects must be notified to ACADEMICLABS by means of a Letter of Complaint and at the latest within a period of one (1) month after delivery. 11.4. In case complaints regarding non-Conformity of the Delivery are notified to ACADEMICLABS timely and correctly, ACADEMICLABS will, at its own discretion: (1) (partly) re-deliver the non-compliant or faulty service; or (2) compensate for the non-compliant or faulty part at the price provided in the written agreement between ACADEMICLABS and this Guest or in absence thereof, at the price provided in the order confirmation by ACADEMICLABS. This Guest acknowledges that these measures, individually, constitute a complete and adequate compensation of any possible damage resulting from non-Conformity of the Delivery. 11.5. A possible (partial) replacement and/or fixing of the services cannot give rise to the dissolution of the agreement between ACADEMICLABS and the Guest or to any compensation whatsoever. 11.6. Without ACADEMICLABS’ explicit written confirmation, the Guest shall under no circumstances have the right to have works executed by third parties or to purchase services to replace those to which the contract relates. 11.7. ACADEMICLABS reserves the right to examine the non-Conformity of the Delivery and/or other defects and investigate the causes on site with this Guest, either itself or through a representative, if it wishes so. 11.8. Complaints and/or possible (partial) replacement and/or fixing of the services under no circumstances release this User or Member from his payment obligations within the stated time limit under the written agreement between ACADEMICLABS and this User or Member, the order confirmation by ACADEMICLABS, these General Conditions and/or the respective invoice. 11.9. The User or Member is required to compensate costs incurred in connection with unjustified complaints.

12. LIABILITY REGARDING THE USER ACCOUNT AND MEMBER ACCOUNT

12.1. Without prejudice to articles 7.1 and 7.2 of these General Conditions, ACADEMICLABS’ liability is limited to the responsibility imperatively imposed on it by law, and is under all circumstances limited to the lowest of the following amounts: (1) the respective invoice amount, or (2) the amount of insurance policies taken out by ACADEMICLABS. 12.2. ACADEMICLABS will under no circumstances be held liable for any indirect damages (including loss of profits), damages caused by the User or Member and/or third parties, damages resulting from incorrect or inadequate use of the purchased services and/or damages resulting from non-compliance by the User or Member and/or his employees or staff with statutory and/or other obligations. 12.3. ACADEMICLABS will under no circumstances be held liable for any damages resulting from this User’s or Member’s failure to comply with his obligations under articles 10 and 14 of these General Conditions and, among others – without being limited thereto – to retrieve and verify all required and useful information, nor for any damages resulting from incorrect and/or incomplete information that was provided to the Guest by any third party, including other Guests.

13. INDEMNIFICATION

13.1. The Guest shall indemnify ACADEMICLABS and hold it harmless from and against any and all claims and procedures, including claims and procedures initiated by third parties, that might arise or result from any action or omission by the Guest, in violation of the written agreement between ACADEMICLABS and the Guest, the order confirmation by ACADEMICLABS, these General Conditions, the and/or any other (statutory) obligations of the Guest. 13.2. The Guest shall compensate ACADEMICLABS for all damages, including judicial and other costs, occurring in relation to its defence regarding the claims and/or procedures mentioned under article 13.1 of these General Conditions.

14. CUSTOMER’S OBLIGATIONS

14.1. The Guest is entirely and exclusively responsible for: timely providing ACADEMICLABS with all relevant information, among others relating to the information ACADEMICLABS indicates to be necessary or useful for the execution of its obligations towards the Guest and relating to information the Guest should reasonably understand to be necessary or useful for the execution of ACADEMICLABS’ obligations towards the Guest; 14.2. The paying User or Member is entirely and exclusively responsible for notifying ACADEMICLABS prior to the delivery of the purchased services of possible standards and statutory regulations the services need to fulfil; notifying ACADEMICLABS in writing about any specific requirements the purchased services need to fulfil; complying with the specific obligations relating to the delivery and/or use of the services applicable in the country where the services will be delivered and/or used, as mentioned under article 7.2 of these General Conditions, irrespective of the possibility that, in accordance with the law of the country where the services are delivered and/or used, these obligations might be imposed on ACADEMICLABS; profoundly testing the services within one (1) week after delivery and under all circumstances the Guest has the obligation to adequately test the services prior to using them; adequately informing and training his employees and staff with regard to the conditions of use; 14.3. If this Guest does not comply with his obligations, as provided in the written agreement between ACADEMICLABS and this Guest, the order confirmation by ACADEMICLABS, these General Conditions, the terms and conditions of use and/or if the Guest does not comply with any other (statutory) obligations, ACADEMICLABS has the right to suspend its obligations. Costs associated with this interruption will be integrally borne by the Guest.

15. Force majeure and Hardship

15.1. ACADEMICLABS is not liable for any shortcoming in the performance of any obligation caused by force majeure or hardship. 15.2. In case of force majeure or hardship ACADEMICLABS may, without prior notice of default or recourse to a court of law and without any right of recourse for the Guest with regard to ACADEMICLABS, at its discretion: a. regarding the use of the Website by a Guest: temporarily suspend performance of the Website; b. regarding the User ACCOUNTS and MEMBER ACCOUNTS: (1) propose to the User or Member to replace the missing service by a functional equivalent; (2) temporarily suspend performance of its obligations; (3) dissolve the agreement between ACADEMICLABS and the User or Member by registered letter and without recourse to a court of law; and/or (4) invite the User or Member to renegotiate the agreement between ACADEMICLABS and the User or Member. If the User or Member does not participate in good faith in the renegotiation, ACADEMICLABS may, in accordance with article 22 of these General Conditions, request the courts to determine new contractual conditions and/or order the User or Member to pay compensation. 15.3. By force majeure and hardship are understood, among others (this list is purely given as an example): unavailability and/or scarcity of certain materials, currency fluctuations, increases of prices for materials, of prices charged by suppliers, licensors or vendors, wages, salaries, social taxes, costs imposed by the government, levies and taxes, transportation costs, import and export duties, insurance premiums, occurring between the order confirmation and the delivery, ice formation, exceptional weather conditions, strikes, mobilisation, wars, terrorism, disease or accidents, communication and information technology breakdowns, government measures, export bans, delays in deliveries, breakdowns, traffic jams, etc.

16. Billing and payment IN CASE OF A PAID USER ACCOUNT OR PAID MEMBER ACCOUNT

16.1. In case the paying User or Paying Member chooses to receive a prior invoice, he shall notify ACADEMICLABS of any complaints concerning invoices, by means of a Letter of Complaint, within eight (8) calendar days after receipt of the invoice. Such complaints do not release this User or Member from his payment obligations. 16.2. Except as explicitly agreed otherwise, all invoices are payable in cash at ACADEMICLABS’ registered office or by transfer to the bank account number stated on the invoice within a period of eight (8) calendar days from the date of the invoice. This User or Member is not allowed to make payments to intermediaries. 16.3. Besides the possibility of a prior invoice, ACADEMICLABS can make it possible on het Website for the paying User and paying Member to pay immediately after the agreement between ACADEMICLABS and this User or Member is established pursuant article 4.5 or 5.5 respectively. For this payment the User or Member will have the choice on the Website between a payment: - via credit card (VISA/Mastercard); or - via debit card. To process these payments, ACADEMICLABS uses an external professional and specialised partner that offers a payment platform: Mollie BV (Keizersgracht 313, 1016 EE Amsterdam, Netherlands). The financial details of the Customer that are entered for his online payment will only be exchanged between the external partner and the financial institutions involved. ACADEMICLABS does not have access to the confidential financial details of the customer. The online payments are made with the aid of secure protocols. All online payments are subject to the general terms and conditions of the external administrator of the payment platform, who has exclusive responsibility for the correct processing of all online payments 16.4. No discount will be granted for cash payments. Only receipts signed by persons authorised to bind ACADEMICLABS in law are valid. 16.5. In case of non-payment or incomplete payment on the due date of one invoice: (1) annual interest at 12 %, capitalised annually, will become payable, by force of law and without notice of default; (2) this User or Member will, by force of law and without notice of default, be liable for fixed compensation equal to 12 % of the invoice amount, with a minimum of one hundred and fifty euros (€ 150,00), notwithstanding ACADEMICLABS’ right to prove further damages; (3) this User or Member is, by force of law and without notice of default, liable for all collection costs in court and otherwise; (4) all other invoices, even those that have not fallen due, issued by ACADEMICLABS to this User or Member will immediately become due and payable, by force of law and without notice of default; (5) ACADEMICLABS will have the right to suspend (further) execution of the relevant and/or one or more other agreements with the User or Member, and/or dissolve these, without notice of default or judicial intervention. Points (4) and (5) also apply in the event of imminent bankruptcy, judicial or conventional dissolution, application of the Belgian law d.d. 31 January 2009 concerning the continuity of enterprises, payment arrears, or any other fact that may cause ACADEMICLABS to lose its confidence in the creditworthiness of this User or Member. 16.6. Acceptance of partial payment is subject to reservation of all rights and will be charged in the following order: (1) collection costs, (2) compensation for damages, (3) interest, (4) principal amounts. 16.7. The recording of an outgoing invoice in ACADEMICLABS’ book of outgoing invoices serves as presumption of the sending and receipt of the invoice concerned.

17. CANCELLATION

17.1. ACADEMICLABS may, at any time and for any reason and in its sole discretion, change, suspend or terminate, temporarily or permanently, the (access to) Website or any part of it without any notice to or liability towards the Guest or any other person unless he is a paying User or paying Member. 17.2. The Guest agrees that any termination of his access to the Website under any provision of these General Conditions may be effected without prior notice, unless he is a paying User or paying Member. Further, this Guest agrees that ACADEMICLABS shall not be liable to the Guest or any third party for any termination of the Guest’s access to the Website. If this agreement or the Guest’s permission to access or use the Website is terminated by the Guest or by ACADEMICLABS, then: (a) these General Conditions and all other then existing agreements between ACADEMICLABS and the Guest will continue to apply and be binding upon the Guest, regarding the Guest’s prior access to and use of the Website, and anything connected with, relating to or arising therefrom; and (b) ACADEMICLABS may continue to use and disclose the Guest’s personal information in accordance with these General Conditions as amended from time to time. 17.3. If the Guest is a paying User or paying Member, ACADEMICLABS reserves the right to cancel the agreement between ACADEMICLABS and this User or Member or this User’s or Member’s order either partly or completely, and without giving rise to any right of compensation or right of recourse towards ACADEMICLABS, in the event: certain services are not available; ACADEMICLABS – by any fact whatsoever – reasonably loses its confidence in this User’s or Member’s creditworthiness, as also further described in Article 19.1. of these General Conditions. Subject to the express written agreement of ACADEMICLABS, the paying User or paying Member is not allowed to cancel his order or the agreement between ACADEMICLABS and this User or Member. In the event that an order and/or the agreement between ACADEMICLABS and this User or Member is cancelled by or on behalf of this User or Member, even with the express written agreement of ACADEMICLABS, this User or Member will be obliged to pay fixed compensation equal to 25% of the total invoice amount, without prejudice to ACADEMICLABS’ express right to claim higher compensation on submission of proof.

18. FORFEITURE OF RIGHTS

18.1. If ACADEMICLABS fails, even repeatedly, to enforce any right, this can only be deemed to be a toleration of a certain situation and will not result in forfeiture of rights.

19. TERMINATION, SUSPENSION AND DISSOLUTION

19.1. In case of any change to the situation of the paying User or paying Member, such as decease, conversion, merger, takeover, transfer, liquidation, suspension of payments, collective composition or out of court settlement, application for postponement of payment, closing down activities, seizure or any other circumstance that could harm confidence in this User’s or Member’s creditworthiness, ACADEMICLABS reserves the right, simply for that reason: either to suspend execution of one or more agreements with this User or Member until the User or Member has offered sufficient payment guarantees; or to declare one or more agreements with this User or Member dissolved from the date of sending the dissolution, without prior notice of default, without recourse to a court of law and without prejudice to the right of ACADEMICLABS to claim additional compensation. 19.2. If the agreement between ACADEMICLABS and this User or Member is terminated, irrespective of whether this termination occurs in application of article 19.1 of these General Conditions, this User or Member no longer has the right to demand ACADEMICLABS to perform its obligations with regard to the terminated agreement. 19.3. Notwithstanding the initial term of the agreement between ACADEMICLABS and this paying User or paying Member, as further determined on the Website or in the Offer Letter, this agreement shall be automatically renewed for consecutive periods of one (1) year, unless this User or Member terminates the agreement by sending a written notice to this effect by registered mail or via e-mail to [email protected] at least one (1) week prior to the expiration of the initial or renewed term. The renewal will be invoiced on the renewal date or immediately on the Website in accordance with article 16.3. of these General Conditions. 19.4. In accordance with the privacy policy on the Website, the information received from the User will be archived by ACADEMICLABS as long as needed for the execution of the agreement between ACADEMICLABS and the User.

20. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

20.1. ACADEMICLABS remains the exclusive proprietor of all intellectual property rights it possesses with regard to the Website. This Website and all Content are the copyrighted property of ACADEMICLABS, and/or its subsidiaries or the property of parties from whom ACADEMICLABS has licensed such property. It is strictly prohibited to retain, copy, distribute, publish, or use any portion of the Content except as expressly allowed in these General Conditions. 20.2. The Guest acknowledges and agrees that the Website and the Content are the property of ACADEMICLABS and are protected by applicable intellectual property and other laws. Subject to the limited rights expressly granted in this Agreement, ACADEMICLABS reserves all right, title and interest in and to the Website and any other IP-rights, materials or other properties owned, licensed or controlled by ACADEMICLABS. 20.3. ACADEMICLABS grants the Guest a non-exclusive, non-transferable, non-sublicenseable, revocable license to use the Website of ACADEMICLABS, provided that the Guest agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or the software, in whole or in part. All rights not specifically granted to the Guest under these General Conditions are expressly reserved by ACADEMICLABS. 20.4. The Guest agrees to use this Website in a responsible manner that is in full compliance with these General Conditions and with the Guest’s local laws and regulations. 20.5. The Guest may place a direct link to the Website on online and offline media without the prior written authorization by ACADEMICLABS as long as there is no negative effect for ACADEMICLABS. In any event, every link to the Website, even when authorized by ACADEMICLABS, must be removed from his online or offline medium upon ACADEMICLABS’ simple request. 20.6. The Guest understands that the technical processing and operation of the Website may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices. 20.7. The Guest guarantees towards ACADEMICLABS that the data he supplies do not infringe third party intellectual property rights. 20.8. Any documents, information, trials, models and drafts or designs of any nature provided to the Guest during the negotiations on and/or the execution of the agreement between ACADEMICLABS and the Guest and/or that are mentioned in any possible document from ACADEMICLABS, including order confirmations from ACADEMICLABS, must be treated as confidential. Upon first request, the aforementioned documents must be returned to ACADEMICLABS. 20.9. Such documents, information, trials, models and drafts or designs remain the property of ACADEMICLABS and shall not be disclosed to third parties or copied or used directly or indirectly, wholly or partially, for purposes other than those for which they are intended, except with the express written consent of ACADEMICLABS. 20.10. The obligation to observe confidentiality also continues after the end of the agreement between ACADEMICLABS and the Guest, at least until the documents, information, trials models and drafts or designs in question have entered the public domain without the fault of the Guest.

21. PERSONAL DATA AND IMAGES

21.1. The Guest gives ACADEMICLABS his approval to record the personal data supplied by the Guest in an automated database. The Guest recognizes that he acquired the data he supplies, in a legitimate way and that these data are legally valid. These data will be used for the purpose of conducting information and promotion campaigns with regard to the services offered by ACADEMICLABS. ACADEMICLABS may use these data within all the functionalities of the Platform. The Guest gives ACADEMICLABS his approval to transfer these data to third parties only for value-adding services and not for commercial marketing purposes and this in accordance with the privacy policy on the Website. 21.2. The Guest may always request for communication and correction of his data. If the Guest no longer wishes to receive commercial information from ACADEMICLABS, he shall notify ACADEMICLABS thereof. 21.3. The Guest gives ACADEMICLABS his approval to use footage and images of the services delivered to the Guest for the purpose of among others (this list is purely given as an example): general information, advertising purposes, publication on the Website and/or Platform, publication in flyers or folders, etc.

22. DISPUTES

22.1 Any disputes between ACADEMICLABS and the Guest are submitted to the exclusive jurisdiction of the competent courts of ACADEMICLABS’ registered office, unless ACADEMICLABS agrees otherwise.