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Article 1 : Definitions

In this Agreement, the following words have the meaning as stated in this article:

Acceptance Period: the period the Customer has for accepting the Project delivered by icapps. This period is 2 weeks in the case of a Minor Release, and 4 weeks in the case of a Major Release.

API (Application Programming Interface): When programming computers and software, an application programming interface (API) is a set of routines, protocols and so-called tools for building software applications. An API is the expression of a software component in terms of its activities, entrances, exits and underlying software components. An API determines functionalities independent from their implementations, whereby software definitions and implementations may vary without coming into conflict with each other. A good API makes it easier to develop a program, since it delivers all of the building blocks, with a programmer subsequently putting these together and combining them.

App.: a program or a group of programs that has/have been designed for the end user;

Appendices: the appendices or annexes to the Framework Agreement and/or Sub-Agreement(s), which have been indicated as such and which are an integral part of the Agreement;

Binaries: The compiled version of an App’s program code;

Budget: The proposed and predicted total cost of the Fix Project when concluding the Sub-Agreement. (In other words, no fixed Budget is proposed in the case of T&M, but attempts are made to propose an indicative, non-binding budget).

Context: any environment with a so-called own run time within which an Application must run. E.g. an API, iPhone App, iPad App, Android Phone App, Windows Mobile App, Webapp etc. are each time indications for possibly a single Application within another Context;

Customer Acceptance (T3): The period of acceptance by the Customer of the App(s) delivered by icapps. This acceptance occurs either explicitly by the Customer signing an acceptance document, or tacitly by allowing the Acceptance Period to expire without formulating Exit Issues.

Sub-Agreement: a sub-agreement relating to a specific Project and to which conditions of the Framework Agreement apply.

Delivery to Acceptance (T2): icapps delivering the Project to the Customer for acceptance before the Acceptance Period, which is indicated as Customer Acceptance;

Delivery to Production: icapps delivering the Project following the Customer Acceptance and, if necessary, following resolution of the Exit Issues, whereby the App(s) delivered are ready for publication;

Development Period: the period from the contractually provided start of the Project (t1) or, in the absence of this, from the signing of the Sub-Agreement relating to the Project, up to the Delivery to Acceptance;

Documentation: user instructions, technical descriptions, manuals, maintenance descriptions, training documentation and/or other publications containing specification for supporting the use of the App, either in paper, or in digital form;

Exit Issues: comments to be formulated by the Customer during the Acceptance Period relating to the quality of the Project delivered with the Delivery to Acceptance. Customer Acceptance then occurs under the suspensive condition of icapps resolving the comments formulated as part of the Project;

Fix Price: a Project within the framework of the Agreement whereby a so-called fixed Budget is employed within which the Scope must be achieved. These Projects may be offered in Fix Project.

Fix Project: a Project within the framework of the Agreement whereby a co-called Fix Price is employed depending on the Scope.

Fix Scope: a fixed, clear-cut Scope specifically determined and defined at the start of the Sub-Agreement, and concerning which the Parties agree that they cannot be altered within the current Agreement, but result in additional costs.

Flex Scope: the possibility – at the Customer’s indication and request and in explicit consultation with icapps and on condition of their approval, depending on the progress of the Course – of adjusting or altering the initial Scope according to the conditions of the Agreement.

Maintenance Release: a version upgrade of the App. from version X.Y.Z. to version X.Y.Z.+1 and which in principle are merely reserved for so-called maintenance releases (e.g. bug fixes);

Major Release: a Major Release implies a version upgrade of the App. from version X.Y.Z. To version X+1.Y.Z. and this entails a significant alteration of one (or several) functionality/functionalities.

Managed Services: the services as a whole as offered by icapps in its separate Managed Services agreements and including services as indicated under Monitoring, Service, Support, Emergency Changes and optional Compatibility Changes;

Minor Release: a Minor Release implies a version upgrade of the App. From version X.Y.Z. to version X+1.Y.Z. and this entails a minor alteration of one (or several) functionality/functionalities.

Mobile App or Mobiele App: an App. that has been designed to run on smartphones, tablet computers and other mobiles devices;

Agreement: The present Framework Agreement as a whole and all Sub-Agreements related to this;

Project: the entire development and the design of one or more Apps specifically indicated within the framework of the Agreement, if necessary including the corresponding analyses/pre-analyses. Three types of Projects are offered by icapps: Time & Material (T&M) and Fix Price.

Framework Agreement: present agreement including all its Appendices and annexes, which are an inextricable part of these, and the conditions of which apply to the Sub-Agreement(s);

Scope: the final objective specified at the start of the Project and in the Sub-Agreement or Appendices, whereby the specifications of the App(s) and their functionalities, among others, are defined.

Sprint: any Development Period of a Project is divided into Sprints, which either contain a specifically indicated period, or are indicated with reaching a specifically indicated interim project objective (thus part of the Scope). If nothing has been specified in this regard, a Sprint consists of a period of two weeks.

Time & Material or T&M: a Project within the framework of the Agreement whereby a high level Scope is initially determined and whereby icapps makes the resources available for realising the Scope. No fixed Budget is proposed in these Projects and by definition a Flex Scope is the case. The attempt is nevertheless made to propose a indicative, non-binding Budget.

Course: The entire live-cycle of a Project can be chronologically subdivided into the following times (Tnr.) and/or periods: Order (T0): Start Project (T1), Development Period, Delivery to Acceptance (T2), Acceptance Period, Customer Acceptance (T3), Delivery to Production , Warranty Period, End of Warranty (T4), thus starting from acceptance), Maintenance Period, End of Live (T5), as these are also presented in the Timing Sheet as an Appendix to the Agreement;

Warranty Period: the guarantee period within which issues associated with the Project are resolved within the Project’s Budget, insofar as determined. This period starts from the Customer Acceptance (T3) lasts for 1 month, unless agreed otherwise.

Webapp. Or Web Application: an App that runs in a web browser and has been created in a browser-supported programming language (such as the combination of JavaScript, HTML and CSS) A Web App. supports to run on a web browser;


Article 2 : Interpretations

2.1. Appendices must be interpreted as an integral part of this Agreement. In the event of conflicts between the Framework Agreement and its Appendices, the Appendices prevail. In the event of conflicts between the Sub-Agreement and its Appendices, the Appendices likewise prevail.

2.2. In the event of contradiction or deviation between the provisions of these Framework Agreement and the Sub-Agreement(s), the provisions cited in the Sub-Agreement take priority. In the event of contradiction mutually between replacement Sub-Agreements, the most recent Sub-Agreement shall take priority.

2.3. The present Framework Agreement replaces and dissolves any previous agreement between the parties having the same object as the present Agreement; there may only be deviation from this by means of written consent from both parties.

2.4. Titles and captions have been included so as to enhance the readability of the Agreement, and do not influence the interpretation of the Agreement.


Article 3: Object of the Agreement

3.1. icapps undertakes to deliver to the Customer the Binaries of one or more Apps as described in the Scope of the Project within the framework of the Agreement. All modalities of the present Framework Agreement are integrated and legally applicable to any Sub-Agreement concluded between icapps and the Customer within the scope of new or other Projects.


Article 4 : icapps guarantees and obligations

4.1. icapps undertakes to deliver the Project in accordance with the Scope, within the customary standards as applied by comparable service providers under comparable circumstances at the moment the services were delivered. This implies that icapps shall deliver the Binaries of the Apps according to the Scope defined.

4.2. icapps shall only be responsible for technical errors that impede a successful publication of an App in an app store, and shall resolve this within the Project’s Budget. icapps shall thus in no instance be responsible for altered functional, strategic or commercial choices, etc. relating to the App that impede their successful publication.

4.3. icapps can in no instance be held responsible for the altered policy of third parties relating to so-called free source software, libraries and other elements that have been integrated into the App developed, whether or not at the Customer’s request. In any event, all costs relating to this (such as licensing costs) are borne by the Customer.

4.4 icapps may engage subcontractors for the performance of services within the framework of this Agreement. Subcontractors shall be engaged under the responsibility of icapps, and shall not entail any additional costs for the Customer.

4.5. icapps shall perform its services in accordance with all applicable Belgian and European laws, regulations, decrees, codes, ordinances or miscellaneous regulations, applying to Belgian territory.

4.6. icapps shall appoint a SPOC (single point of contact) during the performance of the Agreement. At times to be further agreed, progress discussions between icapps and the Customer shall be held at the Customer's request in the presence of the SPOC.

4.7. Within the framework of an T&M, icapps shall provide on a monthly basis a report on its services delivered within the framework of the Project, and if necessary of the Budget development.

4.8. icapps in no instance provides end-user training within the framework of the Project or the Agreement.

4.9. icapps sees to it that all issues reported at the latest within the Warranty Period will still be resolved.

4.10. If the Customer possess a separate icapps Care agreement (Managed Services Agreement), the issues reported during the Warranty Period are resolved within the resolution times provided contractually in the Managed Services Agreement. In the absence of the aforementioned agreement, issues reported within the Warranty Period are resolved to the best of its abilities.


Article 5 : Customer dependencies, cooperation and obligations

5.1. The Customer undertakes to provide icapps any cooperation useful for performing the Agreement.

5.2. The Customer shall provide icapps access to its systems, software and source codes, insofar as necessary to that icapps is able to provide a correct delivery and implementation of the Project.

5.3. The Customer shall promptly provide icapps in writing with all Documentation, APIs, designs to deliver, approvals and all other information as agreed by Parties which may be useful and/or necessary for implementing the Project, both on its own initiative and at iCapps’ request.

The Customer as well as its employees shall moreover be sufficiently available to guidance and/or feedback where this is necessary. The Customer furthermore sees to it that any third parties it contracted within the framework of implementing the Agreement are at all times available and cooperate in full.

5.4. The Customer appoints specific contact persons internally for the following roles, which are defined in an Appendix to the Agreement: a Product Owner, a Project Manager and a Technical Architect. These primary contact persons are deemed authorised to decide on the Project in terms of Scope / timing / technical set-up / Budget and other arrangements, as defined in the Appendix. If third parties are involved in implementing the Agreement, these contact persons are also appointed in this case. However, the Customer remains responsible for the coordination concerning the third parties it involves.

5.5. The Customer is responsible for the design, concept and the functionalities of the Apps developed within the framework of the Project complying with legislation or regulation applicable in Belgium, and shall correctly instruct icapps in this regard.

5.6. In the case of so-called “remote” services by icapps, the Customer shall at all times ensure that icapps has adequate access externally to the infrastructure or the network of the Customer or third parties, or is able to obtain this. The consequences of a lack of adequate access such as this are on account and at the risk of the Customer.

5.7. The Customer must possess the procedures it deems necessary for reconstructing lost or altered data, files or programs. The Customer accepts that icapps shall in no way whatsoever be liable for the consequences of lost or altered data, files or programs. The Customer alone is responsible for conducting the necessary back-up procedures, required for recovering data integrity in the event of data loss for any reason whatsoever.

5.8. The Customer is responsible for monitoring the performance and the quality of the services delivered by icapps. Should the Customer be dissatisfied with the services delivered by icapps, the Customer shall immediately notify icapps of this by registered letter.


Article 6: Course of the Project

6.1. In the case of a Fix Project, a Budget shall be determined in the Sub-Agreement.

6.2. icapps shall develop the App within the Development Period that commences at the time contractually provided (T1: Start Project) and in the absence of provisions in this regard, from the date the Sub-Agreement was signed (T0: Order) relating to the App in question.

6.3. Following the Development Period, icapps shall present the App by means of a Delivery to Acceptance (T2) for the Customer to accept, after which it is able to proceed to Customer Acceptance (T3). Customer Acceptance may occur explicitly, or tacitly by allowing the Acceptance Period to expire without formulating Exit Issues.

6.4. If the Customer formulates Exit Issues during the Acceptance Period, the Customer Acceptance (T3) shall occur under the suspensive condition of icapps resolving the Exit Issues reasonably formulated.

6.5. If the Customer formulates comments during the Acceptance Period relating to the App not complying with the Scope proposed in the Project, icapps shall reopen the Development Period so as to be able to comply with the Project’s Scope.

6.6. If the Customer formulates no Exit Issues during the Acceptance Period, or no explicit reservation is made relating the Customer Acceptance due to any non-compliance with the Scope, the Customer Acceptance (T3) shall be deemed tacitly fulfilled.

6.7. Following Customer Acceptance (T3), icapps shall proceed to Delivery to Production. As from Customer Acceptance, the Warranty Period also starts to run.

6.8. The entire Project is deemed terminated once the End of Warranty (T4) has been reached.

6.9. The entire Course of a Project is also presented schematically in the Appendix to the Agreement, whereby the content of art. 6 of the Framework Agreement in the event of interpretation or conflict shall take precedence over the scheme in the Appendix.


Article 7: Rates

7.1. The services delivered by icapps are payable by and shall be invoiced to the Customer.

The rates at which these services are delivered for each Project are defined in the Sub-Agreement and are dependent on the Project type, to be indicated as follows:

  1. T&M: rates per performance as agreed in the Sub-Agreement;

  2. Fix Project: a fixed Budget for realising the Project as agreed in the Sub-Agreement;

7.2. In relation to the Fix Projects, services shall fall outside the Scope of the Project, separately and independently and invoiced on a monthly basis at rates usual within icapps – of which the Customer acknowledges knowledge.

7.3. In relation to the T&M, the parties agree that icapps is annually entitled to index the rates as stated in the sub-agreement in accordance with the health index, whereby the start index is that of the month the Sub-Agreement in question was signed.

7.4. In relation to performances delivered by icapps within the Warranty Period within the framework of a T&M Project, these are charged for each performance in accordance with the usual Project rates as agreed in the Sub-Agreement.


Article 8: Invoicing, payment and security

8.1. Invoicing of the amounts owed occurs in accordance with the Project type, as stipulated in the Sub-Agreement(s).

8.2. The lack of written objection to an invoice within 15 working days after it was sent entails the irrevocable acceptance of the invoice and the services stated therein.

8.3. If the Customer partially disputes an invoice from icapps, the Customer is still obliged to pay icapps the non-disputed portion. In relation to the disputed portion of the invoice, the Customer is obliged to inform icapps immediately and in writing of the nature of the dispute. If the dispute subsequently transpires to be unfounded, icapps is entitled to charge the Customer for interest and compensation provided for in art. 8.5 b and c on the amount to be paid by the Customer from the moment of the original indebtedness up to the time of effective payment to icapps.

8.4. The Customer must make the payment within thirty (30) days from the invoice date, unless stated otherwise in the Sub-Agreement.

8.5. In the event of non-payment on the due date, the following shall legally apply without notice of default:

(a) all amounts owed are payable immediately, irrespective of the payment conditions agreed:

(b) moratory interest equal to the interest rate as stipulated in article 5 of the Payment Arrears Act (02-08-2002), plus 3%, is owed;

(c) lump-sum compensation on the amount still unpaid amounting to 10% is owed, without prejudice to icapps’ right to claim additional compensation for potential collection costs as well as in the case of evidence of higher actual damage.

8.6. In the event of non-payment, icapps is furthermore entitled to suspend all services based on the Agreement, as well as based on other agreement with the Customer, until the outstanding invoice/invoices is/are settled in full. The consequences of a lack of adequate access such as this are on account and at the risk of the Customer.

8.7. Should, in icapps’ opinion, the Customer’s creditworthiness give rise to this, icapps may – even after the present Agreement has been concluded – demand that the Customer provides a security icapps requests for the payment of the services yet to be delivered, and icapps may suspend the performance of these until the security is provided.


Article 9: Duration, cancellation option and termination

9.1. The present Framework Agreement enters into effect from its signing by the parties, and applies for an indefinite period.

9.2. Each party is entitled to terminate the Framework Agreement subject to a registered letter sent to the other party in compliance with a notice period of 6 month, on condition that the termination of the present framework agreement in no way infringes on the rights and duties of the parties, resulting from all Sub-Agreements concluded prior to termination and resulting from this Framework Agreement, up until the time that all Sub-Agreements have fully and definitively ended.

9.3. Each party is entitled to terminate a Sub-Agreements of the Time & Material Project type subject to a registered letter sent to the other party in compliance with a 6-month notice period.

If this notice period is not respected by the terminating party, the latter owes the other party a lump-sum compensation of 6 times the monthly remuneration. This lump-sum compensation is calculated pro rata for the notice period in which, by action of the terminating party, no more services are/can be delivered.

9.4. In the event a Sub-Agreement of the type Fix Project is severed or terminated prematurely without contractual services yet being delivered, the severing/terminating party owes the other party compensation that estimated at a fixed rate of 50% of the remunerations still to be invoiced by icapps to the Customer, in accordance with the contractual provisions, or the last-agreed Budget.

9.5. The Customer is furthermore entitled legally to dissolve the Framework Agreement and/or Sub-Agreement(s), without notice of default and with immediate effect, by sending a registered letter, in the case of gross negligence or intentional errors on the part of icapps.

In this case, the Customer is does not owe any compensation to icapps.

9.6. icapps is furthermore entitled legally to dissolve the Framework Agreement and/or Sub-Agreement(s), without notice of default and with immediate effect, by sending a registered letter:

(a) in the event of non-payment by the Customer on one single due date, or non-compliance with any other contractual obligation;

(b) in the event the Customer has requested deferral of payment or is declared bankrupt, granted suspension of payment or are in protection within the scope of the Continuity of Companies Act, or or its credit undermined or clearly insolvent;

(c) in the event of dissolution and/or liquidation of the Customer's company;

(d) if conservatory and/or executory attachment is imposed on the entirety or a share of the Customer’s property at the request of a claimant, or in the event of other executory or conservatory measures concerning the Customer’s property;

(e) in the event of evidence or serious suspicion of fraud committed by the Customer;

(f) in the event the Customer does not or not timely provide icapps with the information or Documentation as requested in accordance with art. 5, or in the event the Customer has provided incorrect and/or false information.

(g) in the event the Customer has alterations, adjustments or extensions performed to the Application.

9.7. If icapps terminates one or more Sub-Agreements due to a contractual failure by the Customer (cf. art. 9.6.a), icapps is then entitled – without having to justify this in any way – also to immediately terminate the present Framework Agreement and/or (all) other Sub-Agreements still underway, without owing the Customer any compensation for this. If necessary, icapps all of its rights to any compensation.

9.8. In the event a Sub-Agreement is dissolved or terminated in accordance with art. 9.6 or 9.7 of this Framework Agreement, the Customer owes icapps compensation estimated at a fixed rate at 50% of the payments still to be invoiced by icapps to the Customer, in accordance with the contractually provided or the last agreed Budget.

9.9. For the purposes of art. 9.3 of the Framework Agreement, as well as the provisions in the Sub-Agreements relating to calculating compensation regarding cancellation/termination/severance/dissolution, the monthly remuneration is calculated as the monthly average of the payment invoiced by icapps to the Customer within the scope of the sub-agreement during the final 3 months prior to the dissolution/severance/termination of the Sub-Agreement.

9.10. The provisions in article 9 do not infringe on icapps’ right to demonstrate its higher actual damage suffered, and to demand compensation for this from the Customer.


Article 10: Confidentiality

10.1. The parties shall deem all information they receive from the other party – in any form whatsoever (verbal, written, graphic, electronic, etc.) – as information received in confidentiality.

10.2. Both icapps and the Customer (and their employees/collaborators) must keep the confidential information they have received from each pursuant to this agreement secret. icapps and the Customer may furthermore only use the confidential information within the scope of this agreement. Confidential information may not be disclosed to third parties without written permission.

10.3. The obligation of confidentiality shall continue to exist for a period of 1 year after the end of the contractual relationships between the parties, irrespective of the cause of termination.

10.4. Not considered confidential information is:

(a) information that is legally obtained by a third party that is not bound by any obligation of confidentiality or secrecy;

(b) information a party has developed itself without violating this agreement;

(c) information that must be made public due to a judicial decision or an order from a authorised government or other body.

10.5. icapps may include the Customer in its client list, as well as publish a brief description of the assignment and use the Customer’s name/brand for publicity purposes and PR activities.


Article 11: Intellectual property rights

11.1. icapps reserves its rights in full in the sense of legislation applicable concerning copyrights, but indicates that within the framework of this Agreement the Customer it assigns the Customer a right of use and right of amendment unrestricted in time and irrevocably, in relation to the intellectual and industrial property developed within the scope of this Agreement. The unrestricted and irrevocable right of use to the intellectual and/or industrial ownership of the App, Documentation and all other items icapps creates for or in implementing the Agreement if definitively transferred to the Customer as from the Customer Acceptance, although explicitly subject to the full payment of the price and costs concerning and in accordance with the Agreement.

11.2. icapps only grants rights and access in relation to software, open source software, libraries etc. made available by third parties to the extent to which these rights are made available by these respective third parties. icapps does not bear any responsibility if third parties amend their policy in this regard relating to access or any licensing costs, etc. which are at all times borne by the Customer.

11.3. In relation to the App and the Documentation, the customer obtains an exclusive and irrevocable right of use for an permanent duration. This right of use commences on the date of customer Acceptance, subject to and on explicit condition that the Customer has complied with all existing payment obligations toward icapps relating to non-disputed invoices, and its final invoices shall be paid in full in order to conclude the Project. If and insofar as the Customer disputes one or more invoices from icapps, the aforementioned right to use is suspended until a consensus has been reached in this regard, and the Customer has paid the amount owed to icapps in full. If, contrary to the above, the Customer proceeds to any use of the Application prior to the Customer Acceptance intended for this purpose, the Application is deemed to have been accepted by the Customer definitively delivered to it. The date usage commences is then considered the formal Customer Acceptance date.

11.4. If the Customer procures standard software from third parties for the implementation of the Agreement, also including companies affiliated with icapps, the Customer in that case only obtains the right to use related to this if he has complied in full with the payment obligations toward icapps relating to non-disputed invoices.

11.5. The Parties are not permitted to remove and/or to amend indications concerning origin introduced to or into intellectual or industrial property rights of the other Party, or its confidential nature, without explicit prior written consent from the other Party.

11.6. icapps is at all times entitled freely to apply the general principles and know-how relating to the intellectual and industrial property it developed, as well as to perform similar services for itself or third parties.


Article 12: Liability

12.1. If the services or applications delivered by icapps are employed for commercial or business-critical purposes, the Customer shall indemnify icapps against any claim for compensation made lodged by third parties, even if it should transpire that this originated in the services delivered by icapps.

12.2. This limitation of liability remains applicable in the event icapps was informed by the Customer of the existence of a real risk of damage, barring icapps failing to provide a solution or delivering this in an entirely belated manner. Both icapps and the Customer acknowledge that this entails a reasonable division of the risk.

12.3. The Customer is unable to lodge any claim relating to the services delivered more than 6 months after the incident that led to this claim, or if the Customer fails to inform icapps of this within the month after the incident occurred.

12.4. The total liability of icapps on account of imputable failure in observing the Framework Agreement and all corresponding Sub-Agreements is limited to compensation of direct or indirect damage, up to a maximum of the lowest of the following amounts: (i) the amount of the amounts invoiced by icapps to the Customer over the last 3 months, or (ii) 30% of the initial Budget or (iii) the amount of €250,000 (two hundred and fifty thousand euros).

12.5. The limitation cited in article 12.4 only expires if and insofar as there is intent or gross negligence on the part of icapps.

12.6. icapps’ liability on account of imputable failure in observing the obligation within the scope of the Framework Agreement and corresponding Sub-agreements only arises if the Customer provides icapps a written notice of default, thereby setting a 14-day period for resolving the failure, and icapps remains in imputable default in observing its obligations even after that period. The notice of default must contain as full description as possible of the failure, so that icapps is able to respond adequately.

12.7. The Customer in any event remains responsible and liable for the legality of the functionalities of the Apps developed by icapps for the Customer within the framework of the Project. The Customer shall therefore indemnify icapps in full for any claims in this respect.

12.8. iCapps cannot be held responsible for missing deadlines or timings when the Customer does not provide sufficient cooperation or does not (or not timely) deliver the required Documentation and information as referred to in art. 5 and in particular art. 5.1, 5.2 and 5.3 of this Framework Agreement.


Article 13: Miscellaneous provisions

13.1. Non-recruitment – The parties shall not recruit any employees/appointee of the other party or from subcontractors engaged by these parties within the scope of the framework agreement and its sub-agreements, during the course of the agreement and during the period of one year following the end of their contractual relationship, subject to written approval from the other party, on penalty of an amount of 180 x the average daily rate applicable for icapps at the time of the improper recruitment.

13.2. Prohibition on transfer – Neither this agreement, nor the rights and obligations resulting from this, may wholly or partially be transferred, without the explicit and written consent of both parties, except for in the case of transfer by icapps to an affiliated or associated partner in the sense of art. 11-12 of the Companies Code.

13.3. Partial invalidity/nullity – The potential nullity of one of the provisions of this Agreement shall in no sense affect the validity of the other clauses, despite the nullity of the contested clause. icapps and the Customer shall do their utmost to replace the void clause, in mutual agreement, with a valid clause with the same or largely the same economic impact as the void clause.

13.4. Judicial estoppel – One of the parties not claiming a right or not applying a sanction in no sense entails any right being waived.

13.5. No hierarchy – icapps performs this Agreement in full liberty and independence. Neither between icapps and the Customer, nor between the Customer and the performers appointed by icapps within the scope of the Sub-Agreement, does there exist any hierarchical relationship.

13.6. Applicable law and competent court – The present framework agreement as well as the sub-agreement between icapps and the Customer are governed by Belgian law. Any disputes concerning the present framework agreement as well as the sub-agreements fall under the exclusive authority of the courts of the judicial district of Antwerp.

13.7. Election of domicile – Unless reported otherwise by registered letter, for the performance of both the present Framework Agreement as well as the Sub-Agreements, the parties both elect as domicile the address stated on the first page of this contract. All documents including invoices, letters or faxes, must be sent to the aforementioned address.

13.8. Written communication - Within the scope of executing this Framework Agreement and the Sub-Agreements, serving as written communication – unless explicitly stipulated otherwise – are: communication by normal letter, by registered letter, by fax and by email to the location specified in Sub-Agreement.