COMMERCIAL TERMS AND CONDITIONS

VIRTEX SIMULATION SRL (“Virtex”) is a company established under Belgian law, whose registered office is at 55 route du Circuit, 4970 Francorchamps (Belgium), and registered with the Crossroads Bank for Enterprises under number 1015.431.335.

Definitions
- CT&Cs: the present commercial terms and conditions.
- Customer: any person who concludes an Individual agreement with Virtex.
- Individual agreement: the Purchase order once signed by the Customer, or deemed signed upon its issuance by the Customer and receipt by Virtex.
- Parties: the Customer and Virtex jointly.
- Proposal: a written commercial offer issued by Virtex to the Customer, which may take the form of a simple commercial offer (quote) or a more detailed offer (proposal).The Proposal specifies the Services to be provided, the applicable pricing, and may include technical specifications, terms, and conditions.
- Purchase order: a Proposal signed by the Customer, or a formal document issued by the Customer to Virtex referencing the Proposal and specifying the Services to be purchased and the applicable terms and conditions.
- Services: the services defined in the Individual agreement that will be provided by Virtex to the Customer.
Scope of Agreement
1. The CT&Cs apply to all proposals, quotes, offers, Purchase orders, order confirmations, invoices and other commercial documents issued by Virtex.
2. In case of contradiction, the Individual agreement shall prevail over the CT&Cs.
3. The Customer expressly acknowledges the primacy of the CT&Cs over all other general terms and conditions, including, if applicable, its own.
Individual Conclusion of the Contract
1. Virtex will send a Proposal referring to the CT&Cs to the Customer by any means of communication. This document constitutes an offer to sell and is valid for three weeks from the date of its transmission by Virtex.
2. The agreement is concluded when: the Customer returns the signed Proposal to Virtex, without modification; or the Customer sends a Purchase order referring to the Proposal issued by Virtex and corresponding in all respects to the Proposal without any alteration.
3. Any change, addition or omission by the Customer to the content of the Proposal shall be deemed a counter-offer, and Virtex shall not be bound unless it expressly accepts such counter-offer in writing.
Charges‍
1. The charges for the Services are set out in the Individual agreement.
2. If not agreed upon otherwise, Virtex will charge all reasonable costs and expenses, including travel time, travel costs and accommodation in addition to the charges as defined pursuant to Article 4.1.
3. If not agreed upon otherwise, charges will be invoiced on a monthly basis after the provision of the Services. In case of fixed charges, the Individual agreement will define the due dates and respective amounts.
4. All charges are quoted net, plus the applicable VAT, sales tax, shipment charges, and import duty from the EU.
5. Invoices are payable within fifteen (15) days after receipt of the invoice.
6. Virtex reserves the right to suspend the performance of its obligations in the event of any delay or non-payment of any payment by the Customer.
7. In the event of late payment, interest shall accrue automatically and without prior notice at the rate of 10% per annum from the due date of the invoice until full payment is received.‍
Bookings of Sessions‍
1. For organisational purposes, the Customer shall, where possible, request a session date at least three (3) weeks before the scheduled date.
2. Subject to the simulator’s availability, Virtex will confirm the proposed dates within three (3) working days of receiving the booking request. A session date shall be deemed booked only once it has been confirmed by Virtex, no booking shall be considered binding prior to such confirmation.
3. The provision of sessions is subject to the availability of the simulators and, where applicable, the Customer’s vehicle model. In the event of any planned interruptions to such availability for a period of longer than four (4) weeks – including, for example, upgrades to the simulator or the facility – Virtex will inform the Customer with a minimum notice period of one (1) month. In such case, the Customer shall have the option to reschedule sessions around the planned downtime.‍
Warranty‍
1. Virtex warrants that it will provide the Services at least in accordance with general market standards for such Services.
2. Virtex, however, does not warrant that the Services will serve a specific purpose or allows the Customer to achieve certain results. Unless expressly specified otherwise, Virtex is not obliged to produce certain work results.
3. Virtex will not be responsible for providing advice on legal, regulatory, tax or accounting matters. Any advice rendered by Virtex for those matters may not be relied upon.‍
Liability‍
1. Virtex shall only be liable in the event of wilful misconduct or fraud, including that of its subcontractors. This limitation shall not apply in cases where such misconduct causes harm to life or physical integrity, for which no limitation or exclusion of liability shall apply. Virtex shall not be liable for damages caused by reasons other than those mentioned above,
2. For the avoidance of doubt, this exclusion of liability expressly includes any tests, reports, data or results generated by the driving simulator, and provided to the Client or to any third party. The Customer acknowledges and agrees that any tests, reports, data or results generated by the driving simulator are provided for informational purposes only.
3. Without prejudice to mandatory legal provisions and except in the cases referred to in Article 7.1, Virtex’s liability shall be limited to: compensation for damages directly caused to the Customer by contractual breaches by Virtex; and up to the amount not exceeding the price stated in the Individual agreement.
4. Virtex shall never be liable for indirect, incidental, punitive, accessory or consequential damages such as, but not limited to, loss of profits or revenue, loss of turnover, financial or economic loss, increased overhead and disruption of planning, business interruption costs, damage to reputation or loss of customers, even if such damage was reasonably foreseeable.
‍Force majeure‍
1. In any event, if Virtex is prevented, in whole or in part, from providing the Services due to an external, unforeseen circumstance beyond its control, this shall be considered force majeure. The following, among others, shall be considered as force majeure: strikes, blockades, weather conditions, business interruptions, shortages of raw materials, transport difficulties or other failures of third parties, epidemics and pandemics, quarantines and other restrictions imposed by the government that make the normal performance of the Individual agreement with the Customer impossible.
2. In the event of force majeure, Virtex reserves the right to suspend the execution of the order, in whole or in part, for the duration of the force majeure. In this case, the Customer shall be notified of the occurrence of the force majeure as soon as possible.‍
No Exclusivity
1. ‍The provision of the Services by Virtex is not exclusive. Virtex is in particular permitted to provide identical or similar services to competitors of the Customer.‍
Confidentiality‍
1. Each Party undertakes to keep strictly confidential all information received from the other Party in connection with the Individual agreement, as well as all data generated with the simulators during the provision of the sessions.
2. For the purposes of the Individual agreement, “Confidential information” includes, without limitation:
  - in respect of the Customer: any information relating to the Customer’s vehicles or drivers, including specific configurations, parameters, and related data;
  - in respect of Virtex: any methods, tools, techniques or software used in the delivery of the sessions, any parameters of the simulator and its associated software, and any numerical models made available to the Customer, together with their specifications and content.
3. Neither Party shall disclose, use, or permit the use of other Party’s confidential information for any purpose other than the proper execution of its obligations under the Individual agreement, except with the prior written consent of the other Party or as required by law.
4. Each Party shall implement all reasonable measures to ensure that its employees, agents and subcontractors comply with these confidentiality obligations.‍
Intellectual Property Rights‍
1. All deliverables, concepts, documents, drafts, print materials and other work results (hereinafter "Work results") that have been created by Virtex solely in fulfilment of the Services shall be vested exclusively and without limitation to the Customer. The statutory binding copyright (moral rights) shall vest with the respective author.
2. Virtex shall, however, be entitled to use all know-how, ideas and concepts generated by Virtex in connection with the provision of the Services for its own purpose, including the provision of services to other customers.
3. The Parties agree that it is the Customer's sole obligation to ensure that the use and/or delivery of any Work results delivered by Virtex on request of the Customer does not infringe on third party rights, such as trademarks, utility and design rights or patents.‍
Code of Conduct and Anti-Corruption‍
1. The Parties undertake to comply with the law applicable in connection with the performance of the Individual agreement and agree that such compliance represents an indispensable condition for cooperation in trust.
2. The Parties undertake, in particular, not to influence any decisions whatsoever by means of commissions, benefits or any other favours to the Parties' employees or representatives or on behalf of the respective other Party in relation to third parties. Gifts/promotional giveaways, which are generally considered unobjectionable and reasonable business lunch or dinner invitations in the scope of the usual business activity shall remain unaffected. This shall, in particular, include invitations to motorsport events.
3. The Parties undertake to notify management of the respective other Party unsolicited of any of the Parties' employees or representatives attempting to obtain benefits or privileges of any type or scope whatsoever for the aforementioned purpose of exerting influence.‍
Governing Law and Jurisdiction‍
1. The law sof Belgium, without regard to principles of conflicts of laws and the UnitedNations Convention on Contracts for the International Sale of Goods, shall apply.
2. All disputes shall be subject to the exclusive jurisdiction of the courts of Verviers, Belgium, unless the Customer is a Consumer.‍
Modification of the CT&Cs‍
1. Virtex reserves the right to make any changes to the CT&Cs that it deems useful or necessary. The Customer shall always be subject to the CT&Cs in force at the time the Customer enters into theIndividual agreement.‍
Miscellaneous‍
1. Neither Party may assign the rights and obligations under an Individual agreement to a third Party without the prior written consent of the other Party.
2. The failure of either Party to seek redress for breach or to insist upon the strict performance of any covenant, agreement, provision or condition of this CT&Cs or an Individual agreement shall not constitute a waiver thereof, and such Party shall have all remedies provided herein and by applicable law with respect to any subsequent act which would have originally constituted a breach.
3. Nothing contained in this CT&Cs or in the relationship of the Customer and Virtex shall be deemed to constitute a partnership, joint venture or any other relationship between Virtex and the Customer, except as stated in the Individual agreement.
4. If individual provisions of this CT&Cs are or become invalid or unenforceable, the CT&Cs as a whole and the remaining provisions of it remain valid. The Parties are obligated to replace invalid or unenforceable provisions with valid/enforceable provisions that are commercially as similar as possible to the invalid/unenforceable provisions, and they must do so from the commencement of such invalidity/unenforceability and must take their mutual interests into account. The same applies analogously to contractual gaps.

Version v2 – August 2025