Terms and Conditions

Terms and Conditions

VersaSense NV — Last updated: June 13, 2026

1. About VersaSense and These Terms

These Terms of Service (the “Agreement”) govern the access to and use of the VersaSense platform, IoT equipment and related services by any professional entity (the “Customer”).

VersaSense NV is a company incorporated under Belgian law, having its registered office at Kapeldreef 60, B-3001 Leuven, Belgium, registered with the Crossroads Bank for Enterprises under number BE0652964408. Questions about these Terms can be directed to legal@versasense.com.

By executing an Order Form, accessing the Platform, or otherwise using the Solution, the Customer agrees to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. These Terms apply exclusively to professional customers (B2B); they do not apply to consumers.

VersaSense and the Customer are hereinafter individually referred to as a “Party” and jointly as the “Parties.”

For the purposes of this Agreement, an “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent interest.

2. Services and Solution

VersaSense provides an end-to-end industrial IoT solution consisting of:

  • a cloud-based SaaS IoT platform (the “Platform”);
  • IoT sensors, gateways and related hardware (the “IoT Equipment”);
  • related services such as connectivity management, data processing, visualization, reporting, alerting, analytics and support (the “Services”).

The solution enables the Customer to monitor, analyze and manage industrial assets, processes and environmental parameters, including for condition-based monitoring, predictive maintenance, emission monitoring and energy monitoring use cases. Where expressly agreed between the Parties, the Services may also include bi-directional software integrations with existing customer systems, such as enterprise IT/OT platforms, historians, MES, ERP or other third-party systems.

3. Contractual Structure

3.1 VersaSense shall provide the Services in accordance with: (i) an order form or purchase order signed by the Customer (the “Order Form”); and (ii) these general terms and conditions.

3.2 The Order Form shall specify, inter alia, the commercial terms such as pricing, duration, volumes (e.g. sites, data points, devices) and, where applicable, the agreed service level.

3.3 In the event of any conflict, the Order Form shall prevail over these general terms and conditions.

3.4 Any terms and conditions of the Customer, whether referenced or not, are expressly excluded and shall not apply.

3.5 VersaSense reserves the right to amend these general terms and conditions from time to time.

    1. Non-material changes — changes that do not adversely affect the Customer’s rights or materially increase the Customer’s obligations (including clarifications, corrections, administrative updates and improvements to wording or structure) may be implemented without prior notice and shall take effect upon publication on the VersaSense website or Platform.
    1. Material changes — changes that adversely affect the Customer’s rights or materially increase the Customer’s obligations shall take effect thirty (30) days after VersaSense notifies the Customer by email or via an in-Platform notice. If the Customer does not agree to a material change, the Customer must notify VersaSense in writing within the thirty-day notice period, in which case the Parties shall attempt in good faith to agree on amended terms. If no agreement is reached, either Party may terminate the Agreement in accordance with Section 15.

The Order Form together with these general terms and conditions constitute the Agreement. In case of any inconsistency, the following order of precedence shall apply: (i) the applicable Order Form; (ii) these general terms and conditions; and (iii) any other referenced documents, unless expressly agreed otherwise in writing.

4. SaaS License and Rights of Use

4.1 Subject to compliance with the Agreement, VersaSense grants the Customer a personal, non-exclusive, non-transferable, non-sublicensable and temporary license (the “License”) to:

  • access the Platform;
  • use the Platform for internal business purposes;
  • connect IoT Equipment to the Platform;
  • collect, process, visualize and export data.

4.2 The Customer shall use the Platform and the IoT Equipment solely for lawful purposes and in accordance with their intended industrial use.

4.3 The Customer is fully responsible for the use of the Platform by its authorized users and shall indemnify and hold harmless VersaSense against any third-party claims arising from unlawful use or use in breach of the Agreement.

4.4 The Customer is responsible for managing and securing access credentials for all its authorized users. The Customer shall promptly notify VersaSense in writing of any unauthorized access or suspected security incident involving the Platform.

5. IoT Equipment and Installation

5.1 Ownership of the IoT Equipment shall be determined in the applicable Order Form. Unless otherwise agreed, IoT Equipment shall be purchased by the Customer and ownership shall transfer upon delivery. In case of rental, leasing or provision for use, the IoT Equipment shall remain the property of VersaSense or its partners, as specified in the Order Form.

5.2 VersaSense shall be responsible for the initial installation, configuration and commissioning of the IoT Equipment as agreed in the Order Form. Any training services, including initial user training, shall only be provided if and to the extent agreed in the applicable Order Form.

5.3 After commissioning, the Customer shall be responsible for the proper use and basic maintenance of the IoT Equipment in accordance with the documentation and reasonable instructions of VersaSense, unless expressly agreed otherwise in the Order Form. VersaSense may, where provided for in the Order Form, deliver additional support and maintenance services during the operational use of the IoT Equipment.

5.4 VersaSense shall not be liable for malfunctions, performance degradation or data loss caused by:

  • incorrect or non-compliant use of the IoT Equipment;
  • environmental factors or industrial conditions outside the equipment’s documented operating specifications;
  • external networks, connectivity or third-party services;
  • modifications, repairs or interventions carried out by the Customer or third parties without the prior written consent of VersaSense.

6. Pricing and Payment

6.1 The Customer shall pay the fees specified in the Order Form, including any setup fees and recurring subscription fees.

6.2 All prices are exclusive of VAT and other applicable taxes or duties, which shall be borne by the Customer.

6.3 Invoices shall be payable within thirty (30) days from the invoice date, unless a different payment term is expressly agreed in the applicable Order Form.

6.4 In the event of late payment, and without prejudice to any other remedy available to VersaSense:

    1. interest shall accrue automatically and without prior notice on the outstanding amount at the rate of one and a half percent (1.5%) per month, calculated daily and compounded monthly, from the due date until the date of full payment; and
    1. a flat-rate indemnity of ten percent (10%) of the outstanding invoice amount shall be immediately due, with a minimum of two hundred and fifty euros (€250), to cover collection costs and cash flow consequences, without prejudice to VersaSense’s right to claim higher damages upon reasonable proof.

6.5 In the event of late payment exceeding fifteen (15) days after a written reminder, VersaSense may suspend access to the Platform and/or Services without liability until all outstanding amounts are paid in full.

6.6 The Customer shall notify VersaSense in writing of any disputed invoice within fourteen (14) calendar days of the invoice date, specifying in reasonable detail the nature and amount of the dispute. Undisputed portions of an invoice shall remain due and payable on the original due date. Failure to raise a dispute within the fourteen-day period shall constitute acceptance of the invoice in full.

6.7 VersaSense reserves the right to increase its fees at the start of each new subscription period, up to VersaSense’s then-current list price. VersaSense shall notify the Customer by email at least thirty (30) days before the end of the then-current subscription period. If the Customer does not accept the new fees, the Customer must terminate the relevant Order Form in accordance with Section 15 before the end of the notice period. If the Customer does not terminate in time, the updated fees shall apply automatically from the start of the next subscription period.

7. Warranties

7.1 Platform. VersaSense warrants that, during the term, the Platform will materially conform to the functional description set out in the applicable Order Form and accompanying documentation. As the Customer’s sole remedy for a breach of this warranty, VersaSense shall, at its sole option, use commercially reasonable efforts to correct any material non-conformity or, where correction is not reasonably practicable within a reasonable time, terminate the affected subscription and refund prepaid fees for the unused portion of the subscription period.

7.2 IoT Equipment. VersaSense warrants that IoT Equipment delivered by VersaSense will be free from material defects in materials and workmanship for a period of twelve (12) months from the date of delivery, unless a different warranty period is expressly specified in the Order Form. This warranty does not apply to defects resulting from misuse, unauthorized modification, or any of the conditions excluded under Section 5.4.

7.3 Disclaimer of Implied Warranties. Except as expressly set out in this Agreement, the Platform and IoT Equipment are provided “as is” and “as available.” VersaSense disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. In particular, VersaSense does not warrant that:

    1. the Platform will be uninterrupted, error-free or available at any specific level (except as expressly committed in a signed SLA);
    1. data derived from the Platform, including analytics outputs, predictions, alerts or trend models, will be accurate, complete or suitable for any specific operational, financial or safety-critical decision; or
    1. the IoT Equipment will be suitable for any specific industrial application beyond its documented operating specifications.

7.4 No Safety-Critical Reliance. The Customer acknowledges that the Platform and IoT Equipment are not designed, certified or intended for use as primary control or safety systems in applications where failure could result in death, personal injury, or severe environmental or property damage. The Customer shall not rely on Platform outputs as the sole basis for such decisions and shall implement appropriate independent verification and safety controls.

8. Prohibited and Restricted Use

The Customer shall not:

  • make the Platform or IoT Equipment available to third parties, except to Customer-authorized third parties (such as contractors, consultants, service providers or Affiliates) using the Platform in the context of and for the benefit of the Customer’s activities, provided such third parties are bound by confidentiality obligations and the terms of this Agreement;
  • circumvent, disable, or interfere with any security mechanism, authentication system, or access control of the Platform or IoT Equipment;
  • perform reverse engineering, decompilation, disassembly or create derivative works based on the Platform or IoT Equipment;
  • conduct penetration tests, vulnerability scans, fuzz testing or any other security assessment of the Platform or related infrastructure without VersaSense’s prior written consent;
  • use the Platform to develop, train or offer competing products or services;
  • introduce or transmit malware, viruses, worms, ransomware, Trojan horses or other malicious or harmful code into the Platform or IoT infrastructure;
  • use the Platform for automated data scraping, bulk extraction or systematic download of data beyond normal operational use as contemplated in the Agreement;
  • infringe VersaSense’s intellectual property rights or those of its licensors;
  • use the Platform or IoT Equipment to monitor, track or collect location or behavioral data of individual natural persons — including employees, contractors or visitors — as distinct from monitoring industrial assets, equipment, machinery, processes or environmental parameters, which is the intended purpose of the Solution;
  • use the Platform or IoT Equipment in violation of applicable laws, export control regulations, or applicable safety regulations; or
  • use the Platform in any manner that disrupts, degrades or impairs its performance or availability for other customers or users.

9. Data, Data Points and Data Usage

9.1 Data Points

The Platform operates using the concept of data points, being logical measurement and data units managed within the Platform. The following categories may apply as specified in the Order Form:

  • Active data points: data points whose data is decoded, processed, stored, visualized and actively used within the Platform (e.g. dashboards, reporting, alerting or analytics).
  • Passive data points: data points routed or forwarded through the Platform to external systems without substantive processing or visualization; only infrastructure and monitoring functions apply.
  • Analytics points: data points or logical entities to which advanced analytics, trend analysis, detection algorithms or predictive models are applied.

The quantities, types and any limits of data points shall be defined in the Order Form and may be adjusted during the term in accordance with the Parties’ commercial agreements.

9.2 Ownership and Use of Data

All operational data collected by the IoT Equipment and/or data points in the context of the Customer’s use cases (the “Data”) shall remain the property of the Customer.

The Customer grants VersaSense a non-exclusive, worldwide right to collect, use, process, store and analyze the Data solely:

  • to provide the agreed Services and Platform functionalities;
  • for the management, security, maintenance and optimization of the Platform and IoT infrastructure; and
  • in aggregated and anonymized form, for statistical analysis, benchmarking, product improvement and further development of VersaSense solutions, provided that such aggregated and anonymized data cannot reasonably be re-identified.

VersaSense shall not make identifiable Data available to third parties, except where required by applicable law or regulation, or with the Customer’s explicit prior written consent.

Where the Platform incorporates artificial intelligence or machine learning functionalities, Customer Data processed through those functionalities will not be used to train or improve AI models beyond the provision of the Services to the Customer.

9.3 Data Retention and Export

VersaSense shall retain the Customer’s Data in accordance with the retention schedule set out in the applicable Order Form or, where not specified, for the duration of the Agreement plus ninety (90) calendar days following the date of termination or expiry. During that ninety-day period, the Customer may export its Data from the Platform in a standard machine-readable format. After expiry of the retention period, VersaSense shall delete or irreversibly anonymize the Customer’s identifiable Data, subject to any longer retention period required by applicable law.

10. Multi-Site Use

10.1 The Customer may use the Platform across one or multiple operational or production sites, subject to the commercial arrangements agreed between the Parties.

10.2 Each site may be configured as a logically separate environment with distinct IoT Equipment, data points, users, access rights and configurations, as commercially agreed.

10.3 VersaSense shall ensure logical separation between sites within the Platform, without limiting centralized management or reporting capabilities, in accordance with the agreed commercial setup.

10.4 The applicable scope, number of sites, any pooling or bundling of data points, and related conditions shall be commercially defined and expressly agreed between the Parties in the applicable Order Form.

11. Availability, Maintenance and Support

11.1 VersaSense provides the Platform based on a high-availability architecture and shall use commercially reasonable efforts to maintain high availability. No specific uptime guarantee is given unless a service level agreement (SLA) is expressly agreed in the applicable Order Form.

11.2 VersaSense reserves the right to perform scheduled maintenance on the Platform and underlying infrastructure. VersaSense shall use reasonable efforts to provide advance notice of scheduled maintenance windows. Unscheduled maintenance may be performed where necessary to maintain security, stability or performance of the Platform, and may result in temporary interruptions.

11.3 VersaSense shall provide support in accordance with the service level agreed between the Parties. The concrete scope, response times and availability of support shall be specified in the Order Form or a separate written agreement.

12. Intellectual Property

12.1 All intellectual property rights and related rights, including but not limited to copyrights, patents, design rights, database rights, know-how and trade secrets, relating to:

  • the Platform and underlying cloud software;
  • hardware, embedded software, firmware and configurations in the IoT Equipment;
  • algorithms, analytics, models, dashboards and visualizations;
  • documentation, designs, diagrams and technical specifications;
  • improvements, updates and derivative works thereof,

shall vest exclusively in VersaSense or its licensors.

12.2 This Agreement grants the Customer no ownership rights in any VersaSense intellectual property, but only the rights of use expressly set out in this Agreement and the applicable Order Form.

12.3 To the extent that IoT Equipment becomes the property of the Customer, all intellectual property rights in and to such IoT Equipment — including but not limited to hardware designs, schematics, components, embedded software and firmware — shall remain the exclusive property of VersaSense or its licensors.

12.4 Each Party retains all rights in its pre-existing intellectual property. Nothing in this Agreement transfers ownership of either Party’s pre-existing intellectual property to the other Party.

13. Confidentiality and Security

13.1 Each Party shall keep the other Party’s confidential information strictly confidential during the term of the Agreement and for five (5) years after termination or expiry. “Confidential information” means all non-public information disclosed by one Party to the other — whether in writing, orally or otherwise — that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes, without limitation, business plans, technical data, software, pricing, customer lists, and the terms of this Agreement.

13.2 Confidential information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was rightfully known to the receiving Party before disclosure without restriction; (iii) is independently received from a third party without restriction on disclosure; or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s confidential information.

13.3 Each Party may disclose confidential information to the extent required by applicable law, court order or regulatory authority, provided the disclosing Party gives the other Party prompt prior written notice (to the extent permitted by law) and reasonably cooperates to seek a protective order or equivalent protection.

13.4 Where a separate NDA or confidentiality agreement is in place between the Parties, such agreement shall prevail with respect to confidentiality obligations.

13.5 VersaSense shall implement reasonable technical and organizational security measures to protect the Platform, IoT infrastructure and the Customer’s Data, consistent with industry-standard practices for comparable cloud services. These measures include logical access controls, encryption of data in transit, and monitoring for security incidents. VersaSense does not guarantee absolute security.

13.6 In the event of a security incident that materially affects the confidentiality, integrity or availability of the Customer’s Data, VersaSense shall notify the Customer without undue delay and in any event within the timeframes required by applicable data protection law.

14. Liability

14.1 Scope. This Section 14 sets out the entire financial liability of VersaSense (including liability for the acts and omissions of its employees, agents and subcontractors) to the Customer in respect of any breach of the Agreement, any use made of the Platform or IoT Equipment, and any representation, statement, negligent act or omission arising under or in connection with the Agreement.

14.2 Exclusion of Indirect Damages. Except as otherwise expressly agreed in a specific written agreement or Order Form between the Parties, VersaSense shall not be liable for any indirect, incidental, special or consequential damages arising out of or in connection with the Agreement, including but not limited to: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss of goodwill; production loss; downtime costs; or loss, corruption or destruction of data. This exclusion applies regardless of whether such loss was foreseeable or VersaSense had been advised of its possibility, and regardless of the legal basis of the claim (contract, tort, strict liability or otherwise).

14.3 Cap on Liability. Except as otherwise expressly agreed in a specific written agreement or Order Form, VersaSense’s total aggregate liability to the Customer arising out of or in connection with the Agreement (whether in contract, tort, strict liability or otherwise) shall not exceed the total fees actually paid by the Customer to VersaSense under the applicable Order Form in the twelve (12) calendar months immediately preceding the event giving rise to the claim. If the claim concerns IoT Equipment under a specific Order Form, the cap shall be assessed with reference to the fees paid under that Order Form only.

14.4 Mandatory Carve-Outs. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall limit or exclude either Party’s liability for:

    1. death or personal injury caused by that Party’s negligence;
    1. fraud or willful misconduct (bedrog / dol) by that Party or its representatives;
    1. any liability that cannot lawfully be limited or excluded under mandatory applicable law, including Belgian law (including the Belgian Code of Economic Law and any applicable EU product liability rules).

14.5 Basis of the Bargain. The Parties acknowledge that the limitations and exclusions of liability set out in this Section 14 reflect a reasonable and negotiated allocation of commercial risk between sophisticated commercial parties, form an essential element of the consideration under this Agreement, and have been taken into account in determining the fees payable hereunder.

14.6 Limitation Period. Any claim by the Customer arising out of or in connection with this Agreement shall be time-barred unless brought within one (1) year from the date on which the Customer became aware, or ought reasonably to have become aware, of the event giving rise to the claim.

15. Term and Termination

15.1 Term. The initial term and any renewal conditions shall be defined in the Order Form. Unless otherwise agreed in the Order Form, each Order Form shall automatically renew for successive periods equal to the initial term unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

15.2 Termination for Cause. Either Party may terminate the Agreement or an applicable Order Form by written notice with immediate effect if:

    1. the other Party commits a material breach of the Agreement and fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; or
    1. the other Party becomes insolvent, ceases to carry on business, or is subject to bankruptcy proceedings (faillissement), judicial reorganization (gerechtelijke reorganisatie / réorganisation judiciaire), dissolution, or any comparable insolvency or restructuring procedure.

15.3 Termination for Convenience. Unless otherwise agreed in the Order Form, neither Party may terminate the Agreement for convenience during the initial term. Following the initial term, either Party may terminate for convenience by providing at least ninety (90) days’ prior written notice before the next renewal date.

15.4 Consequences of Termination. Upon termination or expiry of the Agreement for any reason:

    1. the License shall immediately terminate and the Customer shall cease all use of the Platform;
    1. where IoT Equipment is owned by VersaSense or its partners (e.g. under a rental or leasing arrangement), the Customer shall return such equipment to VersaSense within thirty (30) days of the effective date of termination, at VersaSense’s cost if VersaSense terminates for convenience, or at the Customer’s cost in all other cases; any failure to return shall entitle VersaSense to invoice the replacement value;
    1. all outstanding fees payable by the Customer shall become immediately due and payable; termination shall not entitle the Customer to a refund of prepaid fees, unless VersaSense terminates for convenience or unless termination follows VersaSense’s uncured material breach; and
    1. the Customer shall have the ninety (90) day Data export window set out in Section 9.3 to retrieve its Data.

15.5 Survival. The following provisions, and any other provision that by its nature is intended to survive termination, shall survive the termination or expiry of the Agreement: Section 9.3 (Data Retention and Export), Section 12 (Intellectual Property), Section 13 (Confidentiality and Security), Section 14 (Liability), Section 16 (Data Protection), Section 18 (Dispute Resolution), Section 19 (General Provisions) and Section 20 (Governing Law and Jurisdiction).

16. Data Protection (GDPR)

16.1 Compliance. Each Party shall comply with applicable data protection legislation, including Regulation (EU) 2016/679 (the “GDPR”), the Belgian Act of 30 July 2018 implementing the GDPR, and any subsequent amendments or successor legislation.

16.2 Roles. In the context of this Agreement:

    1. The Customer acts as data controller for any personal data contained in or associated with the Data collected through the Platform in connection with the Customer’s business activities.
    1. VersaSense acts as data processor when processing personal data on behalf of the Customer to provide the Services.
    1. VersaSense acts as an independent data controller for personal data relating to the Customer’s contact persons and authorized users, processed for the purposes of managing the contractual relationship, delivering invoices and support, and fulfilling legal obligations.

16.3 Data Processing Agreement. Where VersaSense acts as data processor, the Parties shall enter into a separate data processing agreement (DPA) in accordance with Article 28 GDPR prior to any processing of personal data by VersaSense in that capacity. The DPA shall form part of this Agreement and shall address, at minimum: the subject matter and duration of processing; the nature and purpose of processing; the type of personal data and categories of data subjects; and the obligations and rights of the data controller.

16.4 Sub-processors. VersaSense may engage sub-processors (including cloud infrastructure and connectivity providers) to process personal data, subject to: (i) maintaining an up-to-date list of authorized sub-processors, available to the Customer upon written request; (ii) imposing data protection obligations on each sub-processor that are no less protective than those set out in the DPA; and (iii) notifying the Customer at least thirty (30) days in advance of any intended change to the sub-processor list, giving the Customer the right to object on reasonable and documented data protection grounds within that period.

16.5 International Transfers. Where personal data is transferred to a recipient outside the European Economic Area (EEA) or to a country without an adequacy decision, VersaSense shall ensure that appropriate safeguards are in place in accordance with Chapter V GDPR, including by using standard contractual clauses (SCCs) adopted by the European Commission, binding corporate rules, or another recognized transfer mechanism.

16.6 Data Subject Rights. VersaSense shall provide reasonable technical assistance to the Customer in responding to data subject requests under Articles 15–22 GDPR. The Customer remains solely responsible for communicating with and responding to data subjects within the statutory deadlines.

16.7 Data Breach Notification. VersaSense shall notify the Customer without undue delay — and in any event within forty-eight (48) hours of becoming aware — of any personal data breach affecting the Customer’s Data. The notification shall include the information available to VersaSense at that stage. The Customer remains responsible for notifying the competent supervisory authority (in Belgium: the Data Protection Authority / Gegevensbeschermingsautoriteit (GBA) / Autorité de protection des données (APD)) within seventy-two (72) hours under Article 33 GDPR, and for notifying affected data subjects where required under Article 34 GDPR.

16.8 Retention. VersaSense shall retain personal data processed as data processor only for as long as necessary to provide the Services or as required by applicable law, and shall delete or return all such personal data upon termination of the Agreement in accordance with Section 9.3, except to the extent that retention is required by applicable law.

17. Force Majeure

17.1 Neither Party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent caused by events or circumstances beyond its reasonable control and not attributable to its fault or negligence (“Force Majeure Events”), including but not limited to: acts of God; natural disasters; fire; flood; epidemic or pandemic; war; acts of terrorism; government actions, sanctions or embargoes; telecommunications or Internet failures beyond the affected Party’s control; large-scale cyberattacks by third parties (including DDoS attacks not resulting from the affected Party’s failure to maintain reasonable security); or supply chain disruptions affecting the availability of IoT hardware components.

17.2 The Party invoking a Force Majeure Event shall: (i) notify the other Party in writing as soon as reasonably practicable; (ii) specify the Force Majeure Event, its expected duration and the steps being taken to mitigate its effects; and (iii) use commercially reasonable efforts to resume performance as soon as practicable. Obligations of both Parties are suspended for the duration of the Force Majeure Event to the extent affected, and the affected Party shall not be liable for damages resulting from such suspension.

17.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the affected Order Form or the Agreement by written notice without liability, other than for fees due for Services already delivered prior to termination.

17.4 Hardship. If, during the performance of the Agreement, unforeseen circumstances arise that fundamentally and materially alter the economic balance of the Agreement — such that continued performance would be unreasonably burdensome for one Party (imprevisie / imprévision within the meaning of Book 5 of the Belgian Civil Code) — the affected Party may request renegotiation of the affected terms by written notice. The Parties shall negotiate in good faith for a period of thirty (30) days. If no agreement is reached within that period, either Party may refer the matter to dispute resolution in accordance with Section 18.

18. Dispute Resolution

18.1 Escalation. In the event of any dispute, controversy or claim arising out of or in connection with the Agreement — including its validity, breach, termination or interpretation — the Parties shall first attempt to resolve the dispute through good faith negotiations at senior management level within thirty (30) days of one Party providing written notice of the dispute to the other.

18.2 Mediation. If the dispute has not been resolved within the thirty-day period referred to in Section 18.1, either Party may refer the dispute to mediation. The Parties shall mutually agree on a mediator within ten (10) days of the referral. If no agreement is reached on the choice of mediator, either Party may request appointment of a mediator by beMediation or another recognized Belgian mediation center. Mediation shall be conducted in a language agreed between the Parties or, failing agreement, in English. The costs of mediation shall be shared equally between the Parties unless otherwise agreed.

18.3 Courts. If the dispute has not been resolved within sixty (60) days of referral to mediation (or such other period as the Parties agree in writing), either Party may bring proceedings before the competent courts set out in Section 20.

18.4 Nothing in this Section 18 shall prevent either Party from seeking urgent or interim relief (including injunctions) from a competent court, without prejudice to the dispute resolution procedure set out in this Section.

19. General Provisions

19.1 Entire Agreement. The Agreement, consisting of the Order Form and these general terms and conditions (and any annexes or documents expressly incorporated by reference), constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, discussions, negotiations, understandings and agreements, whether written or oral, relating to that subject matter.

19.2 Amendments. No amendment, modification or supplement to this Agreement shall be binding unless made in writing and duly signed by authorized representatives of both Parties.

19.3 Severability. If any provision of this Agreement is held invalid, unlawful or unenforceable by a competent court or authority, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

19.4 Waiver. A Party’s failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A waiver of any breach of this Agreement shall not be construed as a waiver of any subsequent breach. Any waiver must be in writing and signed by the waiving Party.

19.5 Assignment. Neither Party may assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, VersaSense may assign or transfer this Agreement without the Customer’s consent: (i) to an Affiliate; or (ii) in connection with a merger, acquisition, corporate restructuring or sale of all or substantially all of its assets or business, provided VersaSense gives the Customer prior written notice. Any purported assignment in breach of this clause shall be null and void.

19.6 Subcontracting. VersaSense may engage subcontractors or third-party service providers to perform any part of the Services, provided VersaSense remains responsible for their performance and ensures they are bound by obligations equivalent to those applicable to VersaSense under this Agreement.

19.7 Notices. All formal notices and communications required or permitted under this Agreement shall be made in writing and delivered by: (i) email with written confirmation of receipt; (ii) registered letter with acknowledgment of receipt; or (iii) internationally recognized courier service. Notices to VersaSense shall be sent to VersaSense, Kapeldreef 60, B-3001 Leuven, Belgium or legal@versasense.com. Notices to the Customer shall be sent to the address specified in the applicable Order Form. Notices shall be effective upon confirmed receipt.

19.8 Export Controls. The Customer acknowledges that the Platform and IoT Equipment may be subject to export control laws and regulations, including those of the European Union and the United States. The Customer shall comply with all applicable export control and trade sanctions laws and regulations in connection with its use of the Platform and IoT Equipment, and shall not use, export or re-export them in violation of such laws or to any country, entity or person to which such export is restricted or prohibited.

19.9 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise or employment relationship between the Parties.

19.10 Language. This Agreement may be made available in multiple languages. In the event of any inconsistency between language versions, the English version shall prevail.

19.11 Promotional Use. VersaSense may identify the Customer by name and logo as a user of the Solution in VersaSense’s marketing materials, website, case studies, presentations and press releases. The Customer may withdraw this permission at any time by sending a written request to legal@versasense.com, after which VersaSense shall cease new use of the Customer’s name and logo within a reasonable period.

20. Governing Law and Jurisdiction

20.1 This Agreement shall be governed by and construed in accordance with the laws of Belgium, excluding its conflict of law rules.

20.2 Subject to the dispute resolution mechanism set out in Section 18, the courts of Leuven shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, without prejudice to either Party’s right to seek urgent or interim relief before any court of competent jurisdiction.

© VersaSense 2026. All Rights Reserved.

© VersaSense 2026. All Rights Reserved.

© VersaSense 2026. All Rights Reserved.