T&C

GENERAL TERMS AND CONDITIONS OF DELIVERY OF SERVICES AND GOODS

Of Ugani Prosthetics BV, a Belgian company having its registered office at Sluisstraat 79, 3000 Leuven, Belgium.

and with company number 0762.982.697 (hereinafter “Ugani Prosthetics” or "Ugani")

Version: Februari 2026

1.1 Scope. These General Terms and Conditions (the “Terms”) govern all quotations, orders, sales and deliveries of goods, software licensing, digital services, training, project/impact management services, and service-based monthly subscriptions by Ugani Prosthetics BV (“Ugani”, “we”, “us”) to any Customer (“Customer” or “User”). Together, Ugani Prosthetics BV and the Customer shall be referred to as the Parties.

1.2 Company. Ugani Prosthetics BV, registered office at Sluisstraat 79, 3000 Leuven, Belgium, company number BE 0762.982.697.

1.3 Definitions.

“Hardware” means 3D printers, CNC-milling machines, accessories, spare parts, materials and consumables, and other equipment supplied by Ugani.

“Software” means uFit and related digital services and content, including the Ugani Network.

“uNit” means a unit of account used to price use of uFit Premium per produced device as set out in Section 5.

“Technology-as-a-service” or “Service-based monthly subscription” means a fixed-term service contract under which Ugani makes Hardware available to the Customer for use during the subscription term while retaining ownership, and provides related services (including, where applicable, software access, training and support), in return for recurring subscription fees.

“EXW” means the Incoterm® 2020 rule Ex Works, as published by the International Chamber of Commerce.

2. Contracting Framework

2.1 Acceptance of the General Terms and Conditions of Delivery of Services and Goods. Acceptance of an order by a Customer irrevocably entails the acceptance of the present general terms and conditions of delivery of services and goods (the “General Terms and Conditions”) by such Customer. The Customer therefore waives any and all rights whatsoever based on any provision appearing in its own documents, whether printed or handwritten, if they are inconsistent with the General Terms and Conditions. Any reservations by the Customer in this respect shall be deemed not to have been included. Deviations from the General Terms and Conditions shall only be valid if agreed in writing and signed by both Ugani Prosthetics and Customer. Any provision not appearing in the General Terms and Conditions shall be subject to an express and specific agreement.

2.2 Formation of the contract. An order shall form a binding contract upon acceptance of such order by the Customer; any reservations or refusals by the Customer shall need to be communicated within a period of three (3) business days following receipt of the order. Absence of the Customer’s response within said period shall be deemed an acceptance of the order. Orders and conditions communicated orally or by telephone will only be valid after written confirmation signed by the Parties. Any change by the Customer to any element of the order shall only be binding on Ugani Prosthetics upon the latter’s formal written consent.

2.3 Quotation and order. Subject to any written confirmation of the contrary, every quotation issued by Ugani Prosthetics is without any obligation until consented in writing. Orders can be placed in writing or by e-mail but will only be binding as far as they have been confirmed (with the quotation form of Ugani Prosthetics or otherwise). Order confirmation by Ugani Prosthetics implies the commencement of the contract. No modification to the order or to the quotation can be made unless both Parties agree in writing. Verbal commitments by and agreements made with staff of Ugani Prosthetics and/or its representatives are not binding upon Ugani Prosthetics until and in so far as they have been confirmed in writing.

3. Prices, Invoicing and Payment

3.1 Pricing. All mentioned prices are in Euro or United States Dollars and are given without VAT or taxes. All other duties or taxes applicable now or in the future will be due by the Customer. All subscription fees or prices per device manufactured are subject to change every six (6) months based on inflation and the internal cost structure of Ugani Prosthetics.

3.2 Invoicing. Invoices shall be issued and sent to the e-mail, name and address for invoicing specified in the order. Unless otherwise provided in the order, invoices shall be issued per delivery. Ongoing services and per‑use fees are invoiced monthly and reference the relevant order or service period.

3.3 Payment. (unless otherwise stated on the invoice).

a) Hardware: 100% upfront prior to production/ordering and before shipment.

b) Training & Project/Impact Management Services: 50% upfront on booking; 30% one (1) week before the first training/project day; 20% after completion.

c) Software (uFit): invoices are payable within fifteen (15) days from the invoice date.

d) Technology-as-a-service: invoices are payable within fifteen (15) days from the invoice date.

3.4 Late Payment. Payment due dates are fifteen (15) days starting from the invoice date. In the event of non-payment or late payment of the invoices, default interests will accrue at a rate of 12% per year calculated daily and without the need for prior written notice or demand. Furthermore, Ugani Prosthetics will have the right, at its sole discretion, to cancel any outstanding purchase orders, request additional advance payment for new or outstanding purchase orders, refuse to accept purchase orders or refuse to deliver or delay the delivery of any of the products. In the case of providing services, Ugani Prosthetics shall send monthly invoices for services provided, which are due within fifteen (15) days starting from the invoice date.

Without prejudice to default interest, any overdue invoice shall automatically and without prior notice give rise to a fixed compensation equal to ten percent (10%) of the outstanding amount, with a minimum of EUR 250, intended to cover administrative, recovery and collection costs. Ugani Prosthetics further reserves the right to recover all additional judicial and extrajudicial collection costs incurred.

3.5 Transfer of ownership and risk:

a) Purchased Hardware / goods. Ownership of purchased goods transfers to the Customer only upon full payment of the relevant invoice(s). Risk transfers in accordance with the applicable Incoterm (see Section 4).

b) Technology-as-a-Service Hardware. For Hardware supplied under a Technology-as-a-Service subscription, Ugani retains ownership for the entire subscription term. Risk (including loss, theft, damage and misuse) transfers to the Customer upon delivery (EXW unless otherwise agreed). Ownership may be transferred to the Customer only after (i) completion of the 30-month subscription term, (ii) full payment of all subscription fees, and (iii) the Customer’s exercise of the purchase option for a symbolic fee of EUR 1 (plus any applicable VAT).

3.6 Invoice disputes. Any dispute relating to an invoice must be notified to Ugani Prosthetics in writing, with substantiation, within eight (8) calendar days following the invoice date. Failing such timely notification, the invoice shall be deemed definitively accepted and payable in full, without prejudice to Ugani Prosthetics’ rights.

3.7 No set-off. The Customer may not offset, deduct or withhold any amounts due to Ugani Prosthetics against any claim, whether disputed or undisputed, unless expressly agreed in writing by Ugani Prosthetics.

4. Delivery, Risk and Logistics

4.1 Incoterms. The standard Incoterm for delivery of goods is EXW (Ex Works), unless otherwise agreed in writing. Ugani delivers the goods at its office in Belgium. The Customer is responsible for transport, import clearance, duties, and insurance unless otherwise agreed.

4.2 Carrier and Procedures. The carrier engaged for transportation acts on behalf of the Customer. The Customer must ensure that the carrier and its drivers comply with Ugani’s standard loading procedures and safety practices.

4.3 Inspection. The Customer shall diligently examine the goods immediately upon receipt and notify Ugani without delay of any non‑conformity or damage.

4.4 Delivery Changes. Delivery location/date may change (including in cases of force majeure) upon written notice setting a revised schedule.

4.5. Limited liability. Ugani Prosthetics shall only be held liable for any damage caused by a defect in its products. Ugani Prosthetics thus disclaims any liability for any other damages not resulting from the good’s quality itself (e.g. lack of supervision or maintenance). The total liability of Ugani Prosthetics in connection with the scope of the contract and the General Terms and Conditions for both contractual and non-contractual damage is in all cases limited to the amounts paid in the last 12 months under the contract.

Ugani reserves the right to modify, update or replace the technical characteristics, materials, manufacturing processes, software components, workflows or specifications of its products and services without prior notice, provided that such changes do not materially affect the essential functionality of the device or the core value of the agreed services.

4.6 Indemnification. The Customer shall fully indemnify, defend and hold harmless Ugani, its directors, employees and (sub)contractors against any and all claims, demands, damages, losses, penalties, administrative sanctions, costs and expenses (including reasonable legal fees) arising out of or related to: (i) the clinical use of any device designed, manufactured and/or supplied using Ugani Hardware and/or Software; (ii) patient injury or alleged injury; (iii) non-compliance with Regulation (EU) 2017/745 (Medical Device Regulation) or any other applicable medical device legislation; (iv) incorrect, incomplete or unlawful data, prescriptions, specifications or instructions provided by the Customer; or (v) any action, investigation or decision of a competent authority related to the Customer’s regulatory role as legal manufacturer and/or responsible economic operator. This indemnity applies irrespective of whether such claims are brought by patients, healthcare professionals, authorities, insurers or other third parties.

4.7 No guarantee of result or suitability. Devices designed, manufactured or produced using Ugani Hardware, Software and/or services are produced exclusively on the basis of data, specifications and prescriptions provided by the Customer. Ugani does not guarantee fit, comfort, aesthetic outcome, durability, resistance to wear, or suitability for a specific patient or use case. Variations in appearance, texture, colour, finish or mechanical behaviour inherent to additive manufacturing shall not constitute a defect or non-conformity. Variations in color, surface finish, texture, layer visibility, mechanical behavior or aesthetic appearance inherent to additive or digital manufacturing processes shall not constitute a defect, non-conformity or ground for rejection.

4.8 Hidden defects. Ugani warrants devices solely against hidden defects in accordance with applicable Belgian law. Any defect must be notified in writing within eight (8) days of discovery and no later than thirty (30) days after delivery. Ugani shall, at its discretion, repair or replace the affected device. Ugani’s liability under this clause is strictly limited to the price paid for the affected device, and no refund shall be due before return of the device.

4.9 Indicative delivery timelines. Any delivery or implementation timelines communicated by Ugani Prosthetics are indicative only. Failure to meet such timelines shall not entitle the Customer to cancel the contract, refuse delivery, terminate the agreement or claim any compensation or damages.

5. Software and Digital Services (uFit and Ugani Network)

5.1 Description. uFit is a 3D modelling interface used by healthcare providers to create customised prosthetic and orthotic devices.

5.2 Three‑Step Workflow and Responsibility. uFit involves: (i) Scan; (ii) Model; (iii) Manufacture (3D printing or CNC). As the Customer generally prints the Product at their workshop, even if such is done using Ugani 3D-printing technologies, the client will be considered the legal manufacturer and hence should comply with the applicable legal rules (in particular the European Medical Devices Regulation n°2017/745 when in Europe).

The User shall bear sole responsibility for the scan quality. If the scan quality is deemed insufficient, uFit by Ugani shall be exempt from any liability pertaining to the quality of the digital model or resultant end-product. Furthermore, the User shall be solely responsible for providing all requisite patient information and uFit pathology data necessary for the creation of an adequate orthotic or prosthetic device. As design modifications are generally executed by the Customer, Ugani shall not bear any liability for complications arising from such modifications. Upon the User's manufacture of the Product at their facility, notwithstanding the utilisation of Ugani 3D-printing technologies, the client shall be deemed the legal manufacturer and shall thereby be obligated to comply with all applicable legal requirements, particularly the European Medical Devices Regulation No. 2017/745 when operating within European jurisdiction.

5.3 Modelling and Printing Services. On request, Ugani can provide modelling and/or printing services. The Customer remains solely responsible for clinical decisions, patient suitability, and compliance with applicable medical device regulations (including MDR 2017/745 where applicable).

Ugani modelling services are performed strictly on the basis of the inputs provided by the Customer (including, without limitation, 3D scans, measurements, drawings, photos and written instructions). If such inputs are incomplete, inaccurate or unsuitable and this results in an incorrect fit or outcome, Ugani shall not be liable.

Any transmission, upload, validation or approval by the Customer of scans, measurements, prescriptions, design files, drawings, photographs or technical specifications shall constitute a final, binding and irrevocable instruction to manufacture. The Customer bears sole responsibility for the accuracy, completeness and clinical relevance of such data and instructions.

The parties recognize four operational scenarios:

• Ugani Models (Design Service): Ugani delivers a digital model/prototype based on Customer inputs. The Customer remains responsible for verification, clinical validation and final device conformity.

• Customer Models (Software Tool Use): the Customer uses uFit and/or other tools to create or modify designs. Ugani provides a tool only and bears no responsibility for design choices, modifications, fit, patient outcomes or regulatory compliance.

• Ugani 3D Prints (Centralized Manufacturing): where Ugani prints a device according to the Customer’s specifications and/or Customer-provided design. Ugani’s responsibility is limited to print execution/quality versus the agreed specifications; all design and clinical responsibility remain with the Customer. Ugani bears no responsibility for design choices, modifications, fit, patient outcomes or regulatory compliance.

• Customer 3D Prints (Decentralized Manufacturing): where the Customer manufactures the device, the Customer is the legal manufacturer and bears full responsibility for manufacturing quality, safety, performance, and regulatory compliance.

5.4 Licensing and Access. Ugani grants a non‑exclusive, non‑transferable, revocable license to use uFit solely to design/manufacture devices for the Customer’s own patients. Sub‑licensing, credential sharing, reverse‑engineering, circumventing safeguards, or building a competing product is prohibited.

5.5 Pricing. uFit Premium. Fees are charged per uNit by World Bank income classification of the Customer’s country to ensure affordability:

· High income: €4.00/uNit;

· Upper‑middle income: €3.40/uNit;

· Lower‑middle income: €3.20/uNit;

· Low income: €3.00/uNit.

World Bank classification map

5.6 uNit Table (per Device Type).

· TF and Corset: 5 uNits;

· TT, TR, TH: 4 uNits;

· Orthotics: 2 uNits;

· insoles: 1 uNit.

5.7 Billing Cycle. Usage for a calendar month is tallied at month‑end; invoices are issued on the 15th of the following month; payment term is 15 days (see Section 3.3(c)).

5.8 Prepaid uNit Packs and Discounts (validity 12 months from purchase).

· 100 uNits: 10% discount;

· 200 uNits: 20% discount;

· 500 uNits: 30% discount;

· 1,000 uNits: 40% discount;

· Unlimited yearly uNits: €3,500.

5.9 Ugani Network. Ugani Prosthetics makes every reasonable effort to ensure that the content of the Ugani Network is kept up to date, and that it is accurate and complete. Nevertheless, Ugani Prosthetics makes no guarantees regarding the possibility of errors. All information on the Ugani Network is provided “as is” in good faith, without representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability or completeness of any information on the Ugani Network. Additionally, the Ugani Network is always evolving, so it is important that the Customer periodically checks for updates.

5.10 Ugani Network Access. The Ugani Network (support hub, wiki, tutorials, training materials, tips & tricks) is included with uFit and requires a minimum commitment of 25 uNits per month. If the Customer chooses not to meet or prepay this minimum, access to the Ugani Network and related support resources is suspended until the minimum is restored.

5.11 Use of uFit. The Customer agrees to use uFit only in accordance with the purpose specified in this Article, excluding any other purpose. The Customer is obliged to ensure that all information they communicate to Ugani, in particular through uFit, is accurate and kept up to date. The User undertakes to use uFit in good faith and to respect the applicable legislation, and in particular to refrain from:

i) sending to Ugani false or misleading content (and updating it as necessary to ensure that it does not become false or misleading), or communications that occur as obscene, racist or xenophobic, offensive illegal, deceptive, intrusive, abusive, harmful, violent, threatening, harassing, defamatory, infringing intellectual property rights or any of these matters;

ii) providing e-mail addresses or other types of content to Ugani without the prior consent of the persons concerned;

iii) sending to Ugani any content that infringes or in any way harms the rights of a third party (e.g. intellectual property rights, privacy, trade secrets);

iv) sending to Ugani any content that refers to illegal websites/applications or websites/applications with inappropriate content;

v) the use of uFit to send unsolicited spam, pyramid schemes or similar fraudulent processes;

vi) circumventing technical protection measures for documents and multimedia;

vii) taking any action that may adversely affect the proper functioning of uFit, the Service, including the use of computer viruses, ransomware or mass mailing;

viii) obtaining (or attempting to obtain) unauthorized access to (part of) uFit or equipment (hardware and software) used for the proper functioning of uFit;

ix) the use of a false name, a pseudonym or the use of the identity of someone else or of an entity; and/or

x) the use of uFit for purposes other than those described in these Terms or in a manner that Ugani considers objectively unacceptable.

The use of uFit by the Users is entirely at the Customer’s risk. uFit, the components and all information, software, facilities and associated services are offered "as is", with all defects, subject to availability without any kind of warranty (explicit or implicit) and within the limits of the applicable legislation. Ugani cannot be held liable for any loss or damage (direct or indirect damage, material or intangible) resulting from the use of uFit and its components or the inability to use uFit in whole or in part.

The user is required to inform Ugani in writing immediately if he/she becomes aware of inappropriate behavior or prohibited use in relation to uFit, by sending an e-mail to info@ugani.org.

5.12 Third‑Party Software. Some devices may be created using third‑party software. Pricing for these may differ slightly from the uNit structure depending on the exact need and will be communicated in advance. These solutions may come with their own Terms & Conditions, which the Customer agrees to accept.

5.13 Data Protection. Ugani processes personal data in accordance with applicable laws, including GDPR. The Customer acts as data controller for patient-related data and remains solely responsible for the lawful collection, provision, documentation, notices, consents, retention periods and any other obligations imposed on controllers under applicable data protection laws. Ugani acts as data processor for such patient-related data where applicable. A separate Data Processing Addendum (DPA) may be executed where required.

Any processing of personal data will be done in compliance with the applicable data protection and privacy laws, including Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Without prejudice to the foregoing, Ugani is expressly authorised to anonymise or irreversibly de-identify any data generated, processed or transmitted in the context of the services. Anonymised data shall no longer constitute personal data within the meaning of the GDPR and may be used by Ugani, as well as by its relevant partners, for purposes including, but not limited to, training, research and development, artificial intelligence and algorithm training, data analytics, product and process optimisation, quality improvement and statistical analysis, provided that such use does not allow, directly or indirectly, the identification of any natural person.

5.14 Data usage by user. The User acknowledges the confidential nature of the information provided on the Ugani Network and uFit. Therefore, the User guarantees that no information will be downloaded, no screenshots will be taken, no login credentials will be shared, etc. The User of the Ugani Network agrees that Ugani Prosthetics may, for any reason, at its sole discretion (and without notice), terminate or block any access to the Ugani Network and remove all rights associated with such access. In this context, Ugani Prosthetics is not obliged to refund any fees paid by the user. Ground for such termination may include but shall not be limited to: (i) extended periods of inactivity, (ii) violation of the letter or spirit of these General Terms and Conditions, (iii) fraudulent or illegal behavior.

6. Hardware Terms

6.1 Scope. Applies to 3D printers, accessories, spare parts, materials/consumables, and other equipment.

6.2 Delivery, Installation & Acceptance. Delivery under EXW incoterm unless otherwise agreed. Optional installation/commissioning at additional cost; the Customer ensures site readiness (power, ventilation, network, safety) and access. Acceptance occurs upon signed hand‑over/commissioning report or, if none, five (5) business days after delivery absent a substantiated written rejection limited to material non‑conformities.

6.3 Maintenance & Consumables. Routine maintenance and consumables are the Customer’s responsibility unless covered by a separate support plan. Ugani may offer maintenance packs at additional cost.

6.4 Warranty. The warranty period for defects is twelve (12) months from the date of delivery. After that warranty period, Ugani Prosthetics is no longer obliged to comply with any claim whatsoever based on the warranty. If the warranty claim is made within the permitted period, Ugani Prosthetics may, alternatively, either repair or repay the delivered items that are defective or replace them in full or in part. Warranty for replacement or repaired goods expire at the same time as the original warranty period but shall not be less than six (6) months and no more than eighteen (18) months after the delivery date.

Ugani Prosthetics will not be liable for defects (i) if the Customer or a third party makes changes or performs repairs to the goods and/or services provided without the prior consent of Ugani Prosthetics; (ii) if the Customer does not immediately take all necessary measures taken to reduce the damage caused by a defect or prevents Ugani Prosthetics from remedying a defect; (iii) if the Customer used the goods or services for any purpose other than the purpose for which the goods or services were; (iv) caused by surrounding accidents, fire, natural disasters, and external electrical malfunction. Ugani Prosthetics will not be liable for any devices manufactured by the partner.

For each sale of goods, the warranty for hidden defects within the meaning of Articles 1641 - 1649 of the Belgian Civil Code is applied to a hidden defect that (i) makes it impossible to use it for the purpose for which it is intended; and (ii) of which Ugani Prosthetics has been notified within four (4) business days after the date of discovery of the defect or date of the defect should have been discovered. The provisions of the first paragraph also apply to hidden defects.

7. Training and Project/Impact Management

7.1 Scope. Training covers digital workflows, uFit, 3D printing/CNC, clinical best practices, and onboarding. Using digital equipment and 3D tools is a technical skill; Ugani uses commercially reasonable efforts but cannot guarantee individual competence/outcomes.

7.2 Formats. Training may be delivered online or on‑site. On‑site training fees include trainer time, travel, accommodation and per‑diem where applicable. Unless explicitly included elsewhere training fees are separate from Hardware/Software pricing.

7.3 Payment Schedule. Unless otherwise stated: 50% upfront on booking; 30% one (1) week before start; 20% after completion.

7.4 Project & Impact Management. For NGOs, governments and institutional partners, Ugani offers project/impact management across the project lifecycle (supply chain, HR, finance, marketing, operations, training, reporting). Such services are rendered to the best of Ugani’s skills and experience but do not guarantee specific project outcomes. Deliverables and fees are defined in the quotation/order.

7.5 Follow‑up. If initial training proves insufficient for some participants, Ugani will propose a joint solution. Extra training, consultancy or follow‑up can be purchased separately.

8. Technology-as-a-Service (Service-based monthly subscription)

8.1 Scope. Ugani may offer Technology-as-a-Service subscriptions for Hardware (“Subscription Hardware”). The applicable package, fees, and included services are set out in the quotation/order confirmation. These terms apply in addition to the other provisions of these Terms.

8.2 Term. Unless otherwise agreed, the subscription term is thirty (30) months starting on the delivery date of the Subscription Hardware.

8.3 Ownership, Purchase Option and Transfer. Ugani remains the sole legal owner of the Subscription Hardware during the subscription term. At the end of the 30‑month term, provided all subscription fees have been fully paid, the Customer may acquire ownership by exercising a purchase option for a fee of EUR 1 (plus any applicable VAT). Title transfers only upon payment of the option fee and Ugani’s written confirmation (which may be included on an invoice or hand‑over document).

8.4 Risk and Insurance. Risk (including loss, theft, damage and misuse) transfers to the Customer upon delivery (EXW unless otherwise agreed). The Customer shall keep the Subscription Hardware insured for its replacement value during the subscription term and shall provide evidence of insurance upon request.

8.5 Use, Maintenance and Operating Conditions. The Customer shall (i) use the Subscription Hardware strictly in accordance with Ugani’s and/or the manufacturer’s instructions; (ii) perform routine maintenance as instructed; (iii) use only approved consumables and operate within specified environmental and electrical conditions; and (iv) not modify, repair, relocate materially, or allow third‑party interventions without Ugani’s prior written consent.

8.6 Maintenance Breach Fee. If the Subscription Hardware is damaged, breaks down, or requires reconditioning due to the Customer’s failure to follow Ugani’s maintenance and operating instructions (including use of unapproved materials, improper cleaning, unauthorized repairs, or operation outside specifications), the Customer shall pay a fixed fee of EUR 1,000 (plus VAT) as an administrative and reconditioning contribution, without prejudice to Ugani’s right to claim higher proven damages where applicable.

8.7 Changes to Services. Ugani may reasonably modify or replace non‑essential elements of the subscription services (e.g., support processes, training formats, platform features) to improve quality, security, or compliance, provided that Ugani gives at least three (3) months’ prior notice and the change does not materially reduce the core value of the agreed package.

8.8 Payment and Non‑Payment. Subscription fees are invoiced as agreed and are payable within the payment term stated on the invoice (default fifteen (15) days if not specified). In case of late payment, Ugani may (i) suspend access to software and/or support services after written notice; and (ii) if payment remains outstanding, terminate the subscription in accordance with Section 9 and require immediate return of the Subscription Hardware. All overdue amounts remain due and payable, together with late‑payment interest and costs as provided elsewhere in these Terms.

8.9 Return of Subscription Hardware. If the subscription ends before the transfer of ownership (including due to non‑payment, termination for breach, or any other agreed early termination), the Customer shall return the Subscription Hardware to Ugani within ten (10) calendar days of Ugani’s request:

(a) Return address: as specified by Ugani in writing at the time of return.

(b) Return shipping, packaging, customs formalities, duties and insurance are at the Customer’s expense and risk.

(c) The Subscription Hardware must be returned in functional condition, subject to normal wear and tear, together with all accessories, manuals, and any items supplied by Ugani.

8.10 Return Breach Fee. If the Customer fails to return the Subscription Hardware within the required period, returns it materially non‑functional (beyond normal wear and tear), or otherwise obstructs recovery, the Customer shall pay a fixed fee of EUR 1,000 (plus VAT) for breach management and recovery administration, without prejudice to Ugani’s right to claim higher proven damages and/or seek injunctive relief.

8.11 Remote Diagnostics and Test Jobs. Where applicable, Ugani may request that the Customer performs standard diagnostics or test jobs to verify correct operation. If issues result from misuse, inadequate maintenance, unapproved materials or unauthorized modifications, corrective actions, reconditioning and/or replacement may be charged to the Customer in accordance with these Terms.

8.12 Included Subscription Services and Consumables Cap. Unless otherwise specified in the quotation/order confirmation, the Technology-as-a-Service subscription is a bundled managed service including: (i) provision of a Ugani-owned 3D printer installed on the Customer’s premises and remotely monitored/controlled by Ugani; (ii) access to the ordering platform and/or a limited license of uFit software; (iii) complete management of the printing process by Ugani (slicing, technical configuration and monitoring); (iv) supply of Ugani-approved consumables up to the monthly volume cap defined in the order; and (v) remote monitoring, diagnostics and support. Any consumable usage exceeding the agreed monthly cap will be invoiced separately at Ugani’s then-current rates. Use of the subscription services and Hardware is strictly limited to the subscription period and the Customer’s professional internal framework; any use for the benefit of third parties requires Ugani’s prior written consent.

9. Termination

9.1 Termination for Cause. Should the Customer fail to carry out any obligation, Ugani may terminate the contract subject to prior written notice remaining without effect for ten (10) days, without prejudice to other rights.

9.2 Suspension. In case of non-payment, breach of contract, inactivity or security risk, Ugani Prosthetics may suspend, in whole or in part and without any compensation, its services, software access and/or deliveries until full regularization. Such suspension shall not affect the Customer’s obligation to pay all outstanding amounts.

9.3 Survival. Confidentiality, IP, payment obligations, limitation of liability and other provisions that by their nature should survive termination shall so survive.

10. Compliance, IP, Confidentiality and Miscellaneous

10.1 Intellectual property rights. Any intellectual property rights relating to the equipment (including but not limited to trade secrets and know-how) and services provided remain the property of Ugani Prosthetics and may not be transferred to third parties without the prior written consent of Ugani Prosthetics. Ugani Prosthetics grants the Customer a non-exclusive, non-transferable personal right to use the items, goods, software, drawings and other technical and commercial documents delivered to him under the contract.

The Customer shall indemnify and hold Ugani Prosthetics harmless from and against all infringement actions based on the use of equipment, supplies, drawings, documents and information (hereinafter referred to collectively as “Results”) that are the subject matter of the contract. The Customer shall therefore indemnify and hold Ugani Prosthetics harmless from and against all claims, damages, judgments, costs and expenses (including, without limitation, any and all court costs, advisors’ fees and experts’ fees) relating to an infringement action, the establishment of an infringement and/or the violation of a patent, copyright and/or any other similar right.

The Customer shall ensure that the Results do not infringe or violate any existing patents, copyright and/or any similar rights.

Where infringement proceedings are commenced against Ugani Prosthetics as a consequence of the use of the Results, the Customer shall either cause Ugani Prosthetics to be granted the right to use the Results free of charge or modify or replace the Results without any cost to be borne by Ugani Prosthetics.

All costs, fees and/or damages directly or indirectly relating to infringement actions and/or indemnification claims, as well as the consequences of such actions and/or claims, shall be borne by the Customer.

10.2 Use of our name. The use of the name of Ugani Prosthetics for any advertising or publicity purposes is permitted solely with the specific prior written permission of Ugani Prosthetics.

10.3 Confidentiality. All delivered items, goods, drawings and other technical and commercial documents delivered to the Customer under the contract may only be used for the agreed purposes and may only be copied or transmitted to third parties with the specific written permission of Ugani Prosthetics. All information exchanged between Ugani Prosthetics and the Customer in the context of the contract, the order, the General Terms and Conditions or the offer shall all the time be treated as strictly confidential and shall not be disclosed to third parties in any way and may be used solely for the contract.

10.4 Anti bribery and anti-corruption. The Customer shall comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including but not limited to such laws of the countries in which the Customer has operations and of the countries where Ugani Prosthetics and its affiliates have operations (“Anti Bribery Laws”) and shall not engage in any activity, practice or conduct that would constitute an offence under any applicable Anti Bribery Laws. Ugani Prosthetics shall have and maintain in place throughout the term of this contract its own policies and procedures to ensure that it and any of its employees, agents, suppliers and (sub)contractors, who provide services under, or in connection with, this contract, comply with the Anti-Bribery Laws and will enforce them where appropriate. At the request of Ugani Prosthetics made at any time, the Customer shall demonstrate its compliance with this provision, by providing documents and data requested by Ugani Prosthetics, and by other reasonable means requested by Ugani Prosthetics. Any breach of, or non-compliance with, any undertakings under this provision shall be reported by the Customer to Ugani Prosthetics as soon as it becomes aware of such occurrence. Breach of this provision shall be deemed a material breach of this General Terms and Conditions and the contract.

10.5 Insurance. The Customer shall subscribe insurances covering any liability the Customer could incur as a result of the performance, non-performance and/or partial performance of this contract and for all possible damages, including direct and indirect damages, personal injury, material and consequential damages.

10.6 Force Majeure. The expression of force majeure shall include any failure of Ugani Prosthetics not due to its fault (e.g. telecommunication problems, prohibitions of the authorities, pandemics, war,…). A case of force majeure needs to be notified as soon as possible, in writing, to the Customer. Ugani Prosthetics shall not be bound to meet any obligation if prevented from doing so as a consequence of force majeure. In such a case, the agreed obligations are suspended in total for the term of force majeure. Ugani Prosthetics shall not be bound to any indemnity.

10.7 Third parties. The Customer is not permitted to partially or completely transfer its rights and obligations as stated in these conditions to third parties without the prior written consent of Ugani Prosthetics.

10.8 The right to refuse. Ugani Prosthetics acts according to its mission, which is to give every person with disability the right to a decent life by facilitating access to affordable and high-quality prosthetics and orthotics. Therefore, Ugani Prosthetics reserves the right to refuse at its discretion and at all times an order that conflicts with its mission and value statement. Creating firearms, their components, or any other prototype or model intended for the weapon industry, or models for which Ugani Prosthetics has ethical concerns in general, are rejected to be quoted or produced. Ugani Prosthetics reserves the right to discontinue the execution process of those orders.

10.9 Severability. If any provision of the General Terms and Conditions is held to be invalid or unenforceable, then the General Terms and Conditions will be deemed amended to the extent necessary to render in the opinion of the relevant court the otherwise void or unenforceable provision, and the rest of the General Terms and Conditions, valid and enforceable and to accomplish to the largest extent possible the original business purpose of the offending provision. The invalidity or unenforceability of any provision of the General Terms and Conditions shall in any event not affect the validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included in the General Terms and Conditions.

10.10 Governing law and jurisdiction. Belgian law applies to these conditions and the offer. Any dispute will be evaluated under the jurisdiction of the Dutch speaking courts of Brussels, Belgium.

10.11 Product and service evolution. Ugani Prosthetics reserves the right to modify, update or replace the technical characteristics, materials, components, workflows, documentation or specifications of its goods, software and services at any time, provided that such changes do not materially affect the essential functionality or core value of the agreed services.

10.12 Non-waiver. The failure or delay of Ugani Prosthetics to exercise any right under these Terms shall not constitute a waiver of such right, nor prevent its subsequent exercise.