General Terms and Conditions

1 General Basis of Cooperation
1.1  These "General Terms and Conditions" form an integral part of all contracts concluded by Limendo GmbH under the brand name LIMENDO.
1.2  The contracting party will hereinafter be referred to in this document as the Client. Limendo GmbH will hereinafter be referred to as LIMENDO.
1.3  All contracting parties expressly agree that communication between them may also take place via email. Both parties shall disclose the corresponding addresses for this purpose.
1.4  The Terms and Conditions shall apply in any case, unless their validity has been expressly and in writing set aside before the order was placed and their setting aside has been confirmed in writing by LIMENDO. Should individual provisions of the Terms and Conditions become invalid, this shall not affect the validity of the remaining provisions.
1.5  All offers from LIMENDO are prepared to the best of its knowledge and belief regarding scope, feasibility, and price. After careful review and evaluation of the project, LIMENDO reserves the right to correct the offer if the project deviates significantly from the original initial situation.
1.6 The contestation (or avoidance) of this contract due to error (mistake) is expressly excluded.
1.7  Offers from LIMENDO are valid as stated in the offer, but in any case for a maximum of 60 calendar days from the date of issue. After this period, LIMENDO reserves the right to adjust the offer to any newly arising circumstances.
1.8  Amendments and additions to the contract must be made in writing to be legally effective; no verbal collateral agreements exist.
1.9  LIMENDO is entitled to carry out the order in cooperation with expert, non-independently employed staff or commercial/freelance cooperation partners.
1.10  The Client shall ensure that LIMENDO is provided with all necessary documents for the fulfillment and execution of the order in a timely manner, even without a special request from LIMENDO, and that LIMENDO is informed of all processes and circumstances that are important for the punctual execution of the order. This also applies to all documents, processes, and circumstances that only become known during the activity.

2  Fee for Services
2.1  In return for the provision of its services in accordance with the scope of services, LIMENDO is entitled to payment of the agreed fee by the Client.
2.2  LIMENDO is entitled to suspend its services as long as the Client is in default with their payment obligations for more than 14 days. Complaints regarding LIMENDO's performance do not entitle the Client to withhold due remuneration, except in the case of manifest defects.
2.3  If the Client requests services that are not included in the main order or offer, these services shall be remunerated on a time and material basis at the hourly rates agreed upon below. The Client must commission such services in writing, and the Contractor shall provide proof monthly. Additional services may be invoiced in monthly partial invoices. DUnless otherwise agreed, the agreed hourly rates for this are (each excl. GST):
For the Senior Consultant/Project Manager: €160 per hour
For the Consultant/Project Manager: €140 per hour
For the Head in India: €88 per hour
For the Senior Developer in India: €68 per hour
For the Developer in India: €48 per hour

3  Conflict of Interest
3.1  LIMENDO continuously supports companies with their projects. Therefore, it cannot be ruled out that LIMENDO is active in the competitive environment of the Client. However, LIMENDO endeavors not to deploy the same consultants and project managers in the Client's competitive environment.

4  Protection of LIMENDO’s Intellectual Property, Copyright, Usage
4.1  The Client is obliged to ensure that the offers, reports, analyses, expert opinions, organizational charts, programs, software, source codes, object codes, performance specifications, drafts, calculations, drawings, data carriers, and the like, created by LIMENDO, its employees, and cooperation partners in the course of the order are only used for the purposes of the order. In particular, the transfer or duplication, whether for a fee or free of charge, of LIMENDO's professional statements of any kind to third parties requires its written consent. This does not establish any liability of LIMENDO towards the third party.
4.2  The copyright of the services rendered within the scope of the order remains the property of LIMENDO, unless explicitly agreed otherwise in writing. Given that the created software development and consulting services are the intellectual property of LIMENDO, the right to use the same, even after payment of the fee, applies exclusively for the Client's own purposes and only to the extent specified in the contract.

5 Value Retention (Indexation) of Agreed Services, Travel Expenses, and GST
5.1 Agreed hourly rates are indexed within the scope of the framework agreement and are adjusted annually according to the ASTAT Consumer Price Index for the Province of Bolzano. The adjustments are made automatically and without the need for prior notification by LIMENDO. The inflation adjustment can be carried out by LIMENDO either annually or retroactively for several years.
5.2  Travel expenses will be invoiced separately as they arise. In addition, a mileage allowance (travel to and from the site) of €0.80 per kilometer will be charged. The starting point for the calculation is the registered office of Limendo, Enrico-Fermi-Straße 20/B, 39100 Bolzano. Furthermore, half the hourly rate per employee will be charged per hour for travel time.
5.3 Flights will be agreed upon with the Client beforehand. For flights in Economy Class, the respective daily rate will be charged per day, as the employee cannot be deployed on the project during travel.
5.4  The Contractor is entitled to submit interim invoices in accordance with the scope of services. Payments are due within 14 days of submission. All payments must be made without deduction for expenses, retentions, or other taxes.
5.5  Goods & Services Tax (GST) is not included in the fees and ancillary services calculated under this contract for the Contractor's services.

6  Agile Software Development
6.1 For agile software development projects, the Contractor does not owe an individually definable work (Werk), but rather assembles a project team that works on the project implementation. The Client will be informed of the team's composition at the start of the project.
6.1.1 Agile software development projects are clearly designated in the offer as "Agile Project" or "Agile Software Development."

6.2  Client’s Duty to Cooperate
6.2.1  The Client acknowledges that the successful project implementation within the scope of agile project management depends to a particular extent on their proactive cooperation in every phase of the project, and that they bear a responsibility for execution in this regard.
6.2.2  The contracting parties will agree on specific duties of cooperation for the Client. Furthermore, the Client must ensure that LIMENDO is provided with all necessary data and documents for the execution of the order in a timely manner, even without special request or contractual agreement, and that LIMENDO is informed of all processes and circumstances that may be important for the execution of the order. This applies in particular to data, documents, processes, and circumstances that only become known or relevant during the agile project implementation.
6.2.3  If, during project implementation, LIMENDO requests specific cooperation, instructions, or approvals from the client, and these are not provided within the reasonable timeframe specified by LIMENDO, then all of LIMENDO's warning and notification obligations are deemed fulfilled, and LIMENDO's subsequent independent implementation of the affected development step is considered expressly approved by the client. In urgent cases, particularly if the achievement of predetermined development goals (e.g., product increments) would otherwise be jeopardized, a response time of just a few hours may be appropriate and may be required by LIMENDO.
6.2.4  The legal consequences according to point 6.2.3 above also apply if the client fails to provide necessary clarifications or instructions at any time during project implementation, even though the client is aware of or suspects that LIMENDO is acting on the basis of incorrect assumptions, that individual implementation steps do not meet the client's requirements, or that the project implementation by LIMENDO is otherwise going in the "wrong direction".
6.2.5  In the event of a delay in project implementation resulting from the client's failure to comply with the cooperation obligations stipulated in this section, LIMENDO will extend agreed deadlines or timeframes (e.g., the duration of a sprint) accordingly at its request. Furthermore, any additional expenses and damages arising from the client's failure to comply with the cooperation obligations outlined in this section, or from their failure to do so in a timely manner, will be borne entirely by the client.

6.3  Product Owner
6.3.1  The client must immediately appoint a "Product Owner" to LIMENDO after conclusion of the contract. This Product Owner must be granted sufficient decision-making authority to make project implementation decisions independently and directly (i.e., without delay through internal approval mechanisms at the client's company). The client may not argue to LIMENDO that the Product Owner was not authorized to exercise individual design rights during the agile project implementation, as long as these rights remain within the scope of the contract.
6.3.2  The Product Owner represents the central point of contact for LIMENDO for all matters of project implementation. Declarations made by or to the Product Owner are considered legally effective declarations by or to the Client, respectively.
6.3.3  The Product Owner is responsible for the proactive and regular monitoring of the work performed by LIMENDO and for communicating the project progress to the client. At LIMENDO's invitation, the Product Owner, or a fully authorized representative appointed by them, participates in all project management meetings (e.g., Sprint Planning Meeting or Sprint Retrospective) and is also available to LIMENDO for consultation and collaboration to a reasonable extent.
6.3.4  LIMENDO is not responsible for damages, delays, or defects arising from the Product Owner neglecting their participation, control, communication, or other duties of cooperation, and these shall be borne entirely by the Client.

6.4  Development Team
6.4.1  LIMENDO will provide a qualified development team for project implementation, the composition of which is subject to LIMENDO's sole discretion. LIMENDO may adjust the composition of the development team at any time without consulting the client. Such changes are possible for each project phase (e.g., each sprint) or even during individual project phases, although LIMENDO will strive to maintain personnel continuity within individual project phases.
6.4.2  The members of the development team work self-organized and are independent of instructions from the Client. In particular, no employment relationship is established between individual members of the development team and the Client.
6.4.3  Declarations by the Client to LIMENDO are only effective if they are addressed to the project manager defined by LIMENDO and to the designated contact address. Declarations made by or to individual members of the development team, however, have no legal effect whatsoever for LIMENDO.

6.5  Delivery by the Development Team in Agile Development
6.5.1   LIMENDO strives to adhere to the agreed deadlines for fulfillment (including all service sections, such as Sprints) as closely as possible. However, the Client acknowledges that, by their nature, ongoing scheduling adjustments may be necessary within the scope of agile software projects.
6.5.2  Deadlines for the provision of services can only be promised by LIMENDO by a contact person known to the Client or by the management. Deadlines must be set in writing. Deadlines within the scope of agile development are always estimates and not mandatory, thus non-binding—they are seen as guide values.
6.5.3  Service deadlines for individual product sections (Product Increments) or the overall service are always non-binding in case of doubt. Product sections that were planned for a specific service section (e.g., Sprint) are therefore deemed to have been provided on time even if they are developed in future service sections.
6.5.4  LIMENDO shall not be responsible for delays in performance or cost increases due to unforeseeable circumstances beyond the control of either party, such as force majeure (e.g., strikes, lockouts, official orders, general disruptions of telecommunications, etc.), as well as circumstances within the client's control (e.g., failure to provide cooperation in a timely manner, changes to the scope and nature of requested services, delays caused by third parties attributable to the client, changes to the originally planned services by the client, etc.). Such delays or increases entitle LIMENDO to postpone the provision of the affected services for the duration of the impediment plus a reasonable start-up period and to invoice the agreed costs for the team and project management.
6.5.5 The obligations mentioned under Section 7 (Rectification of Defects and Warranty) do not apply to agile software development projects, but only to products and modules that LIMENDO provides.

7  Rectification of Defects and Warranty for Products and Modules developed by LIMENDO
7.1  LIMENDO is entitled and obliged to remedy inaccuracies and defects in its performance that become known later. LIMENDO is obliged to notify the Client thereof without delay. The warranty period is three months after the complained-of service has been rendered.
7.2  The Client is entitled to the free rectification of defects, provided these are the responsibility of LIMENDO. This claim expires three months after the complained-of service has been rendered by LIMENDO.
7.3  Warranty claims by the Client are excluded if the Client has modified the software themselves or had it modified by third parties, unless the Client proves that the modification does not significantly impede our analysis and processing efforts and the defect in the software adhered to it upon acceptance.

8  Usage Rights and License for Modules and Other Developments
8.1 Module
8.1.1 Provision of Modules: The modules developed by us are provided exclusively via a server controlled by us and are made available to the Client as part of a SaaS service. Since the modules are not physically distributed, the source code of the modules is not provided in accordance with the provisions of the GNU GPLv3 license. The source code of the SaaS-based modules remains the exclusive property of our company.
8.1.2 Usage Right for the Modules: The Client acquires a non-exclusive, time- and spatially-limited right of use for the modules, subject to the condition of paying the annual license fees. This right automatically expires if the license fees are no longer paid.

8.2 Other Developments – Agile Development based on Open Source Source Codes
8.2.1 Usage Rights for Other Developments: For all other developments that are not part of the modules and are carried out for the Client, the Client acquires unlimited usage rights, without time or spatial restrictions. This includes the right to permanently retain, modify, distribute, and use the implementations in their own projects or those of third parties, provided this complies with the license conditions of both the GNU GPLv3 and the MIT License.
8.2.2 Access to Source Code: For implementations subject to the GNU GPLv3 License, the Client receives access to the complete source code upon request. This exclusively concerns the elements that fall under the license conditions of the GNU GPLv3. In any case, Limendo remains the owner and originator of the source code, while naturally respecting the requirements of the GNU GPLv3 License.
8.3 We reserve all proprietary and usage rights to illustrations, drawings, calculations, and other documents. This applies in particular to written documents designated as "confidential." The Client must obtain our express written consent before passing them on to third parties.
‍
9  Risk and Liability
9.1  LIMENDO and its employees act in accordance with the generally accepted principles of professional practice when carrying out development and consulting. It shall only be liable for damages if intent or gross negligence can be proven, and within the framework of statutory provisions. This also applies to breaches of obligations by engaged colleagues and service providers.
9.2  LIMENDO is not liable for economic consequential damages of the Client.
9.3  In the course of the engagement, company and market data may be analyzed, and a proposal for measures to be taken by the Client may be developed. The responsibility for the implementation of these measures and their consequences lies exclusively with the Client.
9.4  Within the scope of this project, software components can be designed and developed. The processes outlined in Paragraph 6 will be followed. In agile development, joint planning workshops and sprint planning with the Product Owner are a crucial component of the overall project planning. These significantly influence the time required for developing individual project components and, consequently, the time available for quality management and bug fixing. In agile project development, LIMENDO provides a development team and, if desired, a project manager. The team works closely with the Product Owner. While the team strives to meet the defined deadlines and desired sprint deliverables, no guarantees are given. Therefore, the risk for completing project deliverables lies solely with the client. LIMENDO assumes no liability for errors and resulting consequential damages or other losses. LIMENDO will work with the Product Owner to determine when actual defects should be addressed in subsequent sprints. The client assumes the financial risk associated with these deficiencies.
9.5  The examination and consulting on legal matters, particularly those concerning software law, property rights, usage rights, corporate law, and tax law, is not part of LIMENDO's engagement.
9.6  Investment decisions, including acquisition decisions, are subject to high risk. This risk consists, among other things, of the dependence of the result on influences of the general economic climate, the negative influences of political/military conflicts, acts of terrorism, etc., on demand and/or unforeseeable changes in the competitive environment, such as by competitors or the elimination of demand generators. The actual occurrence of the forecasted results cannot therefore be guaranteed.
9.7  The selection of partners, suppliers, and service providers is subject to high risk. This risk stems from the supplier's creditworthiness, capacity, the loss of key personnel and expertise, the general economic climate, negative impacts on demand from political or military conflicts, acts of terrorism, etc., and/or unforeseen changes in the competitive landscape. Therefore, a successful project outcome or positive collaboration cannot be guaranteed.
9.8  Claims for damages for the loss of stored data and related potential damages in the area of data protection are excluded if the damage would not have occurred with proper data backup and the Client was properly instructed in data backup.
9.9  We assume no liability for material transmitted by the Client or by a third party commissioned by the Client, including the existence of third-party intellectual property rights.
9.10  Claims for damages can only be asserted in court within six months after the claimant(s) became aware of the damage, otherwise they are excluded. Damage claims, except in cases of intent, are limited to the amount of the agreed fee.

10  Obligation of Confidentiality
10.1  LIMENDO, its employees, and any external consultants are obligated to maintain strict confidentiality regarding all matters that come to their attention in connection with their work for the client. This does not apply to the reference granted in Section 13 concerning the client or the work performed for the client. This obligation of confidentiality extends to both the client and their business relationships. LIMENDO, its employees, and any external consultants are also bound by this confidentiality obligation even after the termination of the engagement. Only the client themselves can release LIMENDO from this obligation of confidentiality in writing. Exceptions are made only in cases where there is a legal obligation to disclose information.
10.2  LIMENDO may only hand over reports, expert opinions, and other written statements about the results of its work to third parties with the Client's consent. Judicial orders are excluded. In such cases, the Client will be informed by LIMENDO.
10.3  All reports and documents are intended for the Client. Their transfer to third parties requires the prior written consent of LIMENDO. The documents may not be duplicated or used in extracts without the written consent of LIMENDO.
10.4  After the conclusion of the engagement, the documents provided by the Client shall be returned to the Client upon their written request.
10.5  LIMENDO is authorized to process personal data entrusted to it, or to have it processed by third parties, within the scope of the intended purpose of the consulting engagement. LIMENDO guarantees the obligation to maintain data secrecy in accordance with the provisions of the data protection law.
‍
11  Agreed Payment Terms
11.1 We charge a down payment (or deposit) of 25%. The obligation to perform begins after receipt of payment. The down payment will be set off against the running project expenditures at the expected end of the project (see 11.2).
11.2 Project expenditures and programming services will be invoiced in arrears at the end of the month with a payment term of 7 days.
11.3 Licenses/subscriptions are invoiced in advance. Annual licenses are always billed up to the 31st of December of a year. Starting from the second half of a year, licenses will be billed with a term of more than one year so that the 31st of December is reached again. The obligation to perform begins after receipt of payment.

12  Special Conditions for Subscriptions, Value Adjustment Clause for Licenses/Subscriptions, and Server Costs
12.1 The subscription contract begins on the date of contract conclusion and is limited in the first year to a duration of a minimum of 7 months or a maximum of 18 months. The normal term of a subscription is 12 months.
12.2 It automatically renews for another year unless terminated in writing by one of the contracting parties with one month's notice before the end of a contract year. Termination of the subscription contract results in the deletion of the user account, including all data. The Client is obliged to independently secure data inventory in a timely manner before the termination of the contractual relationship (e.g., by download).
12.3 The subscription prices are indexed (value-retained) and are adjusted annually in the periodic billing according to the ASTAT Consumer Price Index for the Province of Bolzano, as described under Section 5.1. The adjustments are made automatically and without the need for prior notification by LIMENDO. The inflation adjustment can be carried out by LIMENDO either annually or retroactively for several years.
‍
13  References
13.1  The Client agrees to grant LIMENDO a worldwide, non-exclusive, and royalty-free license to use the trademark, exclusively for reference purposes.

14  Contract Termination
14.1  This contract may be terminated prematurely by LIMENDO if:
14.1.1  bankruptcy proceedings are initiated against the Client's assets or the opening is refused due to lack of assets;
14.1.2  The Client defaults on their payment obligations despite a warning and a grace period of 30 days;
14.1.3  The Client prevents the Contractor from executing its services despite a warning and a grace period of 30 days;
14.1.4  The Client breaches material provisions of this contract;
14.2  This contract may be terminated prematurely by the Client if:
14.2.1  Bankruptcy proceedings are initiated against the Contractor's assets or the opening is refused due to lack of assets;
14.2.2  The Contractor defaults on its services despite a warning and a grace period of 30 days;
14.2.3  The Contractor breaches material provisions of this contract;
14.3  In the event of a justified premature termination of the contract by LIMENDO or in the event of an unjustified termination by the Client, LIMENDO is entitled to the pro rata fee for its services up to that point.

15  Contract Rescission Clause
15.1  Should the Client default on a payment, even partially, LIMENDO is entitled to suspend its contractual services, and the existing contractual relationship shall be deemed rescinded ipso iure (by operation of law) in the sense of Art. 1456 of the Italian Civil Code (ZGB).
15.2  In the event that LIMENDO does not invoke the aforementioned express rescission clause, your default in payment stipulates the obligation to pay default interest at a rate corresponding to the interest rate pursuant to Art. 5 of Legislative Decree No. 231 of October 9, 2002, whereby the claim for interest arises automatically and without the need for prior notice of default on the day following the expiration of the respective payment deadline.
15.3  The assertion of any further claims in connection with the payment default, as well as payments still owed for services already rendered but not yet invoiced, remains reserved by LIMENDO in any case.

16  Applicable Law
16.1  For all relationships between the contracting parties, including these GTC, Italian law shall apply, excluding the provisions of conflict of laws. Any mandatory consumer protection provisions that may apply remain unaffected by this choice of law clause.

17  Jurisdiction
17.1  The exclusive place of jurisdiction for all disputes arising from and in connection with the relationships between the contracting parties, including these GTC, shall be Bolzano (Bozen), Italy.

18  Place of Performance
18.1  The place of performance for all services subject to the contract is the registered seat of LIMENDO.

19  Severability Clause
19.1  Should individual or multiple provisions of these GTC be or become invalid and/or ineffective, the validity and effectiveness of the remaining provisions shall not be affected thereby.

20 Tolerance (Waiver)
20.1  Should you violate the provisions of these GTC, any tolerance of this violation by LIMENDO shall in no case result in a waiver of its rights and other effects according to the relevant provisions, or a waiver of the right to full fulfillment of the obligations and conditions of the contractual relationship and/or these GTC.

21  Transfer of Rights and Obligations to Affiliated Companies
21.1  Limendo is entitled to transfer its rights and obligations under this contract to an affiliated company without the consent of the other party. The Client will be informed of the transfer electronically via email within one week of the transfer.

22 Duration of the Contract
22.1  This framework agreement is valid until the agreed date. The contract is tacitly extended by 1 year at a time. The contract can be terminated individually by either party with a notice period of 1 (one) month prior to the respective end of the validity period.
ACCEPTED/ACCETTO

The Client
Signature:______________________________________________________________________
For the purposes and effects of Articles 1341 and 1342 of the Italian Civil Code, the Client declares that they have read and specifically and individually accept the following clauses and provisions of these GTC:
1 (General Basis of Cooperation), specifically Sections 1.5 and 1.7,
3 (Conflict of Interest),
4 (Protection of LIMENDO’s Intellectual Property, Copyright, Usage),
5 (Value Retention of Agreed Services, Travel Expenses, and GST),
6 (Agile IT Development),
7 (Rectification of Defects and Warranty for Products and Modules developed by LIMENDO,
8 (Usage Rights),
9 (Risk and Liability), specifically Sections 9.1, 9.2, 9.3, 9.4, 9.4.1, 9.4.2, 9.6, 9.7, and 9.8,
11 (Agreed Payment Terms),
12 (Special Conditions for Subscriptions, Value Adjustment Clause for Licenses/Subscriptions, and Server Costs), specifically Sections 12.1 and 12.3,
13 (References),
14 (Contract Termination),
15 (Rescission Clause),
16 (Applicable Law),
17 (Jurisdiction),
19 (Severability Clause),
20 (Tolerance/Waiver),
21 (Transfer of Rights and Obligations to Affiliated Companies).
ACCEPTED/ACCETTO
The Client
Signature:______________________________________________________________________