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General terms & conditions

Limendo GmbH

Agreement v1.1 - valid from 01.06.2023

General terms & conditions

1. General Basis of Cooperation
1.1  These "General Terms and Conditions" are an integral part of all contracts of Limendo GmbH under the brand LIMENDO.
1.2  The client shall be referred to as the "client" in this document. Limendo GmbH shall be referred to as "Limendo" hereinafter.
1.3  All parties to the contract expressly agree that communication between them can also take place via email. For this purpose, both parties to the contract shall provide the respective email addresses.
1.4  The terms and conditions shall apply in all cases, except when their validity has been expressly and in writing revoked prior to the issuance of the order and such revocation has been confirmed in writing by LIMENDO. In the event that individual provisions of the terms and conditions should become invalid, this shall not affect the validity of the remaining provisions.
1.5  All offers from LIMENDO are made to the best of their knowledge and belief regarding scope, feasibility, and price. After a thorough review and evaluation of the project, LIMENDO reserves the right to make corrections to the offer if the project significantly deviates from the original situation.
1.6  The contestation of this contract due to error is expressly excluded.
1.7  LIMENDO's offers 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 new developments that may arise.
1.8  Changes and additions to the contract require written form for their legal effectiveness; verbal collateral agreements do not exist.
1.9  LIMENDO is entitled to carry out the order in cooperation with expert employees who are not self-employed, or with commercial/freelance 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, without any special request. The client shall also inform LIMENDO of all processes and circumstances that are relevant to the timely execution of the order. This also applies to all documents, processes, and circumstances that become known during the course of the work.

2. Rectification of Defects and Warranty
2.1  Limendo is authorized and obligated to rectify subsequently discovered inaccuracies and defects in its services. Limendo is obliged to promptly inform the client of this. The warranty period is three months after the provision of the disputed service.
2.2  The client is entitled to free rectification of defects if these are attributable to Limendo. This entitlement expires three months after the provision of Limendo's disputed service.
2.3  Warranty claims of the client are excluded if the client has altered the software themselves or had it altered by third parties unless the client can demonstrate that such alteration did not significantly complicate our analysis and processing efforts and the defect in the software existed at the time of acceptance.
2.4  Warranty claims do not apply to results of agile software development (Sections 7 and onwards).

3. Fee for Services

3.1  As consideration for the provision of its services according to the service specification, Limendo is entitled to payment of the agreed-upon fee by the client.
3.2  Limendo is entitled to suspend its services as long as the client is in default with their payment obligations for more than 14 days. Contesting Limendo's service, except for obvious defects, does not entitle the client to withhold the payments due to them.
3.3  If the client requests services that are not included in the main order or offer, these services shall be remunerated on a time and materials basis at the hourly rates specified below. The client's request shall be made in writing, and the contractor shall provide monthly evidence. Additional services can be invoiced in monthly partial invoices. The agreed hourly rates are, unless otherwise agreed (each excluding VAT):   - For the Senior Consultant/Project Manager: Euro 165 per hour
  - For the Consultant/Project Manager: Euro 125 per hour
  - For the Project Associate: Euro 90 per hour
  - For the Head in India: Euro 50 per hour
  - For the Senior Developer in India: Euro 35 per hour
  - For the Developer in India: Euro 30 per hour
  - For the Machine Learning Developer in India: Euro 40 per hour   These hourly rates are value-adjusted within the framework of the framework agreement and are adjusted annually according to the consumer price index ASTAT for the province of Bolzano. Adjustments are made automatically and without the need for prior notice by Limendo. The inflation adjustment can be made by Limendo either annually or retroactively for several years.
3.4  Travel expenses are invoiced separately as they arise. In addition, a mileage allowance (arrival and departure) of Euro 0.80 per kilometer is charged. The starting point for the calculation is the registered office of Limendo, Enrico Fermi Street 20/B, 39100 Bolzano. Flights are coordinated with the client in advance. For flights in the economy class, the daily rate is charged for each day, as the employee cannot be deployed on the project.
3.5  The contractor is entitled to submit interim invoices according to the service specification. Payments shall be made within 14 days after submission. All payments are to be made without deduction of expenses, withholding, or other taxes.
3.6  Value-added tax is not included in the fees and ancillary services calculated under this contract.

4. Conflict of Interest
4.1  Limendo continuously supports companies in their projects. Therefore, it cannot be ruled out that Limendo operates in the client's competitive environment. However, Limendo strives not to deploy the same consultants and project managers in the client's competitive environment.

5. Protection of Limendo's Intellectual Property, Copyright, Use

5.1  The client is obligated to ensure that the offers, reports, analyses, expert opinions, organizational plans, programs, software, source codes, object codes, performance specifications, drafts, calculations, drawings, data carriers, and the like created in the course of the order by Limendo, its employees, and cooperation partners are used exclusively for the purposes of the order. In particular, the paid and unpaid forwarding or reproduction of any professional statements of any kind to third parties requires the written consent of Limendo. This does not establish liability on the part of Limendo towards third parties.
5.2  The copyright of the services provided within the scope of the order remains with Limendo. In view of the fact that the created software development and consulting services are the intellectual property of Limendo, the right to use them also continues exclusively for the client's own purposes and only to the extent specified in the contract after payment of the fee.

6. Contract Phases for IT Projects within fixed contracts
6.1 Offer and Acceptance
6.1.1 Unless otherwise stated, our offers or cost estimates are non-binding.
6.1.2 The client's order constitutes a binding offer, which we can accept within two weeks by sending a confirmation of the order in text form (including email) or by delivering the work.6.2 The Requirement Specification (Lastenheft)
6.2.1 The client is obligated to create a requirement specification (Lastenheft) based on which the offer is prepared. Without a final requirement specification, the offer is based solely on the information provided by the client in the form of a document before the offer is made.
6.2.2 If the client fails to create a requirement specification, we will create a sufficient requirement specification, beyond the scope of our offer, in collaboration with the client at an additional cost.
6.2.3 A requirement specification includes mock-ups showing the design of the future application and wireframes illustrating the entire process of the future application. The future function must be derived from the wireframes. Functions that are not represented in the wireframes are not part of the project and can be added later as paid "Change Requests" (CRs).
6.2.4 A version of the requirement specification declared as final by the client becomes part of the contract.
6.2.5 If we create the requirement specification, it will be invoiced after the completion of this phase.6.3 The Work Specification (Pflichtenheft)
6.3.1 In the initial project phase, we are obligated to prepare a work specification (concept) within the scope of our offer and present it to the client for approval. The client is required to review the work specification and, if it meets their requirements defined in the requirement specification, approve it. The work specification approved by the client becomes part of the contract.
6.3.2 In the work specification, we will also specify which software components are finally free of third-party rights and which are not.
6.3.3 Upon approval of the work specification by the client, the first installment payment is due. Unless otherwise agreed, the first installment payment amounts to 30% of the total contract amount.
6.3.4 If the work specification is rejected by the client, we have the opportunity to make up to two revisions. If there is no approval after the third submission of the work specification, the client pays the agreed compensation for the creation of the work specification (concept), and the contract is considered terminated.6.4 Implementation Phase
6.4.1 After the approval of the work specification, the implementation phase begins.
6.4.2 The project is implemented according to the work specification.
6.4.3 Changes and deviations from the work specification are possible at any time if both parties agree. If either party wishes to make a change to the work specification or to already implemented program parts, we will prepare a cost estimate called a "Change Request" (CR), including the implementation timeframe, and submit it to the client via email. If the client agrees to the cost estimate and the implementation timeframe, the client's email confirmation will constitute a binding contract amendment. Changes may result in delays in the originally estimated project timeframe.6.5 Acceptance (Milestones) According to the Work Specification
6.5.1 If we owe a specific work result, i.e., a customizable work, the client is obligated to accept it. If the implementation phase is subdivided into individual work steps or milestones as defined in the work specification, we are entitled to request partial acceptances - partial acceptances are subject to these provisions.
6.5.2 Acceptance is deemed to have occurred if it is not declared or refused within seven days after delivery or availability and notification via email to the client, provided that the work result substantially complies with the agreements. If there are significant deviations, we will rectify these deviations within a reasonable period, and the work result will be presented for acceptance again.
6.5.3 Acceptance is deemed to have occurred at the latest upon payment or use of the work.
6.6 Performance Deadlines
6.6.1 Performance deadlines and dates are only binding if confirmed in writing by us, and the client has provided us with all necessary documents and information for the provision of services in a timely manner, as well as taken any necessary cooperation actions. If the client or a third party commissioned by the client fails to provide the necessary cooperation actions or documents, or does so untimely, we shall not be liable for any resulting delays. Agreed performance deadlines shall apply from the date of the order confirmation.
6.6.2 Unforeseeable, unavoidable, and beyond our control and non-repudiable events such as force majeure, natural disasters, virus restrictions, war, or labor disputes release us from the obligation to provide timely performance for the duration of the disruption. Agreed performance deadlines shall be extended by the duration of this disruption, with the client being informed of its occurrence in an appropriate manner.
6.6.3 If services necessary for the provision of our services, which are not created by us, are subject to the contract and are not delivered by the respective supplier, we are entitled to terminate the contract, provided that we are not responsible for the non-delivery. In this case, the client will be promptly informed of the unavailability of the service, and any consideration already provided will be refunded.
6.6.4 In the event of delays during the transfer of services, for which the client is responsible, the risk passes to the client on the notified delivery date of the work or on the day of notification of availability of the work. If the client is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for the resulting damage, including any additional expenses. Further claims remain reserved.

7. Agile Software Development
7.1 Differences between Agile Software Development and Fixed-Contract Projects (Sections 6.1 to 6.6)
7.1.1 In agile software development projects, the contractor does not owe a customizable work but assembles a project team that works on project implementation. The client will be informed of the composition of the team at the beginning of the project.
7.1.2 Agile software development projects are clearly designated in the offer as "Agile Project" or "Agile Software Development."7.2 Client's Obligation to Cooperate
7.2.1 The client acknowledges that the successful project implementation in the context of agile project management depends significantly on their proactive cooperation in every phase of the project and, therefore, carries an execution responsibility.
7.2.2 The contractual parties shall agree on the customer's specific duties of cooperation. Furthermore, the customer shall ensure that LIMENDO receives in a timely manner all data and documents necessary for the execution of the order, even without a special request or contractual agreement, and that LIMENDO is informed about all processes and circumstances that may be relevant for the execution of the order. This also applies, in particular, to those data, documents, processes and circumstances that become known or relevant only during the implementation of the agile project.
7.2.3 If LIMENDO requests certain cooperation, instruction or approval from the client during the implementation of the project and if this is not provided within the reasonable period of time specified by LIMENDO, all notice and information obligations of LIMENDO shall be deemed to have been fulfilled and the subsequent unauthorised implementation of the development phase in question by LIMENDO shall be deemed to have been expressly approved by the client. In urgent cases, especially if the achievement of the specified development goals (e.g. product increments) would otherwise be endangered, a reaction time of several hours may also be appropriate and requested by LIMENDO.
7.2.4 The legal effects referred to in clause 7.2.4 shall also take effect in the event that the customer fails to provide the necessary clarifications or instructions at any time during the implementation of the project, even though the customer realises or suspects that LIMENDO is acting on the basis of incorrect assumptions, that the individual implementation steps do not meet the customer's requirements, or that LIMENDO's implementation of the project is going in a "wrong direction".
7.2.5 In the event of loss of time during project implementation due to the client's failure to comply with the cooperation obligations set out in this section, the agreed deadlines or time periods (e.g. the duration of a sprint) shall be extended accordingly at LIMENDO's request. Furthermore, any additional expenses and damages resulting from the fact that the obligations of cooperation under this section have not been met or have not been met in time shall be borne entirely by the customer.
7.3 Product Owner
7.3.1 Immediately after conclusion of the contract, the customer shall appoint a "product owner" in LIMENDO, who is endowed with sufficient decision-making powers to make decisions on the implementation of the project with his own authority and directly (i.e. without delay from internal release mechanisms of the customer). The client may not claim against LIMENDO that the Product Owner was not authorised to exercise individual design rights during the implementation of the agile project, provided that these are within the limits of the subject matter of the contract.
7.3.2 The Product Owner is the central contact person vis-à-vis LIMENDO for all matters relating to the implementation of the project. Statements made by or to the Product Owner shall be deemed to be legally effective statements made by or to the Customer respectively.
7.3.3 The Product Owner shall be responsible for proactively and regularly monitoring the work carried out by LIMENDO and communicating the progress of the project to the Customer. At LIMENDO's invitation, the Product Owner or a representative authorised by LIMENDO shall attend all project control meetings (e.g. sprint planning meeting or sprint retrospective meeting) and shall also be available to LIMENDO for consultation and cooperation to a reasonable extent.
7.3.4 LIMENDO shall not be liable for damages, delays or defects caused by the non-participation, control, communication or other duties of cooperation of the product owner, which shall be borne entirely by the customer.
7.4 Development Team
7.4.1 LIMENDO will provide a technically suitable development team for the implementation of the project, the composition of which is subject to LIMENDO's sole discretion. LIMENDO may change the composition of the development team at any time without consulting the customer. Such changes are possible for each execution phase (e.g. for each sprint) or even during individual execution phases, for which LIMENDO will endeavour to maintain continuity of personnel within the individual execution phases.
7.4.2 The members of the development team work autonomously and independently of instructions to the customer. In particular, no working relationship shall be established between individual members of the development team and the client.
7.4.3 Customer representations to LIMENDO shall only be effective if addressed to the project manager defined by LIMENDO and to the contact address provided for that purpose. Statements by or to individual members of the development team shall have no legal effect for LIMENDO.
7.5 Delivery of the Development Team in Agile Development
7.51 LIMENDO shall endeavour to meet the agreed deadlines for performance (including all stages of performance such as sprints) as far as possible. However, the Customer acknowledges that in the context of agile software projects, schedule adjustments may be necessary on an ongoing basis due to their very nature.
7.5.2 Deadlines for the execution of services may only be promised by LIMENDO through a contact person made known to the Customer or management. Deadlines must be set in writing. In the context of agile development, deadlines are always estimates and therefore not binding - they are regarded as guidelines.
7.5.3 The execution dates for individual product sections (product increments) or for the overall execution are always non-binding in case of doubt. Product sections that were planned for a specific performance section (e.g. sprints) are therefore considered to be executed on time in any case, even if they are developed in future performance sections.
7.5.4 Delays in performance or cost increases due to unforeseeable circumstances or circumstances beyond the control of the parties, such as force majeure (e.g. strikes, lockouts, official orders, general telecommunication interruptions, etc.), as well as circumstances within the sphere of influence of the Customer (e.g., a strike, lockout, official orders, general telecommunication interruptions, etc.), shall be deemed to have occurred. LIMENDO shall not be liable for any delays in the provision of cooperation services, changes in the scope and nature of the desired services, delays caused by third parties attributable to the Customer, changes in the services originally planned by the Customer, etc.) and shall entitle LIMENDO to postpone the provision of the affected services for the duration of the impediment plus a reasonable start-up period and to charge the agreed team and project management costs.
7.5.5 The obligations under item 2 (elimination of defects and warranty) shall not apply to agile software development projects.

8 Rights of use
8.1 Upon payment in full of the contractually agreed order sum, the Client shall receive:
8.1.1 to use the Work, i.e. in particular to permanently or temporarily store and load, display and run the Work, also to the extent that duplications are necessary for this purpose, on a non-exclusive basis and not limited in time and space,
8.1.2 to modify, translate, adapt or otherwise alter the Work,
8.1.3 to store on any known medium or in any other way, with the exception of the source code: to exhibit, to publish, to distribute in tangible or intangible form, to reproduce publicly, including by means of image, sound or other information carriers,
8.1.4 to use the Work in databases, data networks and online services, including the right to make the Work, but not the source code, available to users of the aforementioned databases, networks and online services for research and retrieval by means of tools chosen by the Client,
8.1.5 to be used by third parties or to be operated for the Principal,
8.1.6 not only for its own purposes, but also for the provision of services to third parties.
8.2 The production of copies of the Work in embodied form (e.g. burning on CD or creating copies on further servers - with the exception of backup copies) as well as the transfer of such copies to third parties, whether against payment or free of charge, is expressly not part of the transferred rights.
8.3 The right of use relates to the work as a whole, in particular the object and source code exclusively in its development stage accepted by the Client, both to the associated documentation and to other materials necessary for the exercise of the rights of use, such as analyses, specifications, concepts and descriptions.
8.4 In the event that source code parts of the work were already developed by us or third parties prior to the commencement of this contract or independently of this contract, we shall be entitled to make these parts available to the client not in source code, but only in object code. However, this shall only apply to the extent that we have pointed this circumstance out to the Principal upon conclusion of this contract and the Principal has at the same time enabled the Principal to generate an executable work from the parts of the work provided in the source code and the parts provided only in the object code or, after processing the source code parts to be provided by us, to generate an executable processed or redesigned version of the work. The Client shall have all the rights agreed for the Work in respect of the parts of the Work provided only in the object code, but no editing rights, unless this is permissible under the statutory provisions.
8.5 If the Client makes use of his right to transfer the right of use to the Work in whole or in part or if he allows third parties to use the Work within the scope of his right of reproduction and distribution, he shall impose his contractual obligations regarding the content and scope of the rights of use on the third party. Insofar as the Client has transferred his rights of use to the third party, he shall no longer be entitled to use them. However, the client is entitled to keep and use a copy exclusively for testing and archiving purposes.
8.6 We reserve all property rights and rights of use to illustrations, drawings, calculations and other documents. This applies in particular to such written documents which are 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 according to the generally accepted principles of professional practice when performing development and consulting services. It is only liable for damages in case it can be proven that it acted intentionally or with gross negligence, and this within the scope of the legal regulations. This also applies to breaches of obligations by colleagues and service providers called in.
9.2 LIMENDO is not liable for consequential economic damages of the client.
9.3 Within the scope of the assignment company and market data can be analysed and a proposal of measures to be taken by the client can be elaborated. The responsibility for the implementation of these measures and their consequences lies exclusively with the client.
9.4 Within the scope of the order, software components can be designed and created. This will follow the processes presented in paragraphs 6 and 7.
9.4.1 An essential component within the framework of fixed orders (paragraphs 6 and ff), is the specification sheet/ specification sheet drawn up by or with the client. Despite careful execution of the order, it is possible that the developed software may still have errors at the time of introduction. The Contractor shall correct these errors to the extent described above (paragraph 2), but shall not be liable for consequential economic loss caused by errors and other related damage.
9.4.2 In the context of agile development, the joint planning workshops and sprint planning with the product owner are an essential component of the overall project planning. These have an enormous influence on how much time is needed for the development of the individual project components and, accordingly, how much time is left for quality management and debugging. In agile project development, LIMENDO provides a development team and, if desired, a project manager. The team works in close cooperation with the product owner. The team strives to achieve the defined deadlines and desired results of the sprints, but there are no guarantees. Therefore, the risk for the completion of project results lies exclusively with the client. LIMENDO does not assume any liability for errors and resulting consequential damages or other damages. LIMENDO will determine together with the product owner when effective defects should be removed in subsequent sprints. Here the client assumes the financial risk.
9.5 The examination of and advice on legal, in particular software law, property law, usage law, company law and tax law relationships is not part of LIMENDO's mandate.
9.6 Investment decisions, including acquisition decisions, are subject to a high risk. This risk consists, among other things, in the dependence of the result on influences of the general economic situation, the negative influences of political/warlike conflicts, acts of terrorism, etc. on demand and/or unforeseeable changes in the competitive environment, e.g. through competing companies or the loss of demand generators. The actual occurrence of the forecast results can therefore not be guaranteed.
9.7 Partner selection, supplier selection and service provider selection are subject to high risk. This risk lies in the creditworthiness of the supplier, the capacity of the supplier, the loss of leading employees and competences of a supplier, the general economic situation, the negative influences of political/warlike conflicts, acts of terrorism etc. on demand and/or unforeseeable changes in the competitive environment. The actual occurrence of a positive course of the project or a positive cooperation can therefore not be guaranteed.
9.8 Claims for damages for the loss of stored data and any related damage in the area of data protection are excluded if the damage would not have occurred if the data had been properly backed up and the client had been properly instructed in how to back up the data.9.9 We accept no liability for material transmitted by the client or by a third party commissioned by the client, nor for the existence of third-party property rights.
9.10 The claim for damages can, in case of other exclusion, only be asserted in court within six months after the claimant or claimants have become aware of the damage. Claims for damages shall be limited to the amount of the agreed fee, except in the case of intent.

10 Obligation to maintain secrecy
10.1 LIMENDO, its employees and the colleagues called in undertake to maintain confidentiality about all matters which become known to them in connection with their work for the client. This does not concern the reference granted in paragraph 13 with regard to the client or the activity with the client. This duty of confidentiality applies to the client as well as to the client's business relations. The duty of confidentiality of LIMENDO, its employees and the colleagues called in also applies to the time after the termination of the assignment. Only the client himself can release LIMENDO from its duty of confidentiality in writing. Excluded are cases in which there is a legal obligation to provide information.
10.2 LIMENDO may hand over reports, expert opinions and other written statements about the results of its activities to third parties only with the client's consent. Exceptions are court orders. Then the client will be informed by LIMENDO.
10.3 All reports and documents are intended for the client. Their disclosure to third parties requires LIMENDO's prior written consent. The documents may not be reproduced or used in extracts without LIMENDO's written consent.
10.4 After completion of the order the documents provided by the client will be returned to the client upon his written request.
10.5 LIMENDO is authorised to process personal data entrusted to it within the scope of the purpose of the consulting order or to have them processed by third parties. LIMENDO guarantees the obligation to maintain data secrecy according to the provisions of the Data Protection Act.

11 Agreed payment terms
11.1 New clients will be invoiced monthly in advance with immediate maturity. The obligation to perform begins after receipt of payment. This applies to the first 3 months of cooperation.
11.2 Project expenses and programming services shall be invoiced in arrears at the end of the month with a payment term of 7 days.
11.3 Licences/subscriptions are invoiced in advance. Annual licences are always invoiced by 31.12. of a year. From the second half of a year onwards, licences with a term of more than one year shall be invoiced so that the 31.12. deadline is again reached. The obligation to perform begins after receipt of payment.

12 Special conditions for subscriptions, value adjustment clause for licences/subscriptions and server costs
12.1 The subscription contract shall commence on the day of conclusion of the contract and shall be limited in the first year to a minimum term of 7 months or a maximum term of 18 months. Normally, the term of a subscription is 12 months.
12.2 It shall be automatically renewed for a further year in each case if it is not terminated in writing by one of the contracting parties with one month's notice to the end of a contractual year. Termination of the subscription contract results in the deletion of the user account including all data. The customer is obliged to back up (e.g. by downloading) data inventories on his own responsibility in good time before termination of the contractual relationship.
12.3 The subscription prices are value-protected and are adjusted annually with periodic billing in accordance with the ASTAT consumer price index for the province of Bolzano. The adjustments are made automatically and without the need for prior notification by LIMENDO. Inflation adjustments can be made by LIMENDO either annually or retrospectively for several years.

13 References
13.1 The client agrees to grant LIMENDO a worldwide, non-exclusive and royalty-free licence of his trademark (registered or unregistered trademark, used by the client) for the purpose of providing the services of LIMENDO's website and LIMENDO's business and consulting, including the marketing of LIMENDO's services. The licences granted for the use of the client's trademark are perpetual and irrevocable, but do not affect the client's property rights in other respects. LIMENDO excludes any liability in connection with the use of the client's trademark.

14 Termination of the contract
14.1 This contract can be terminated prematurely on the part of LIMENDO:
14.1.1 if bankruptcy proceedings are instituted against the assets of the customer or if the bankruptcy proceedings are dismissed due to lack of assets;
14.1.2 if the client defaults on his payment obligations despite a reminder and a grace period of 30 days;
14.1.3 if the principal prevents the contractor from performing his services despite a reminder and a grace period of 30 days;
14.1.4 if the principal violates essential provisions of this contract;
14.2 This contract can be terminated prematurely by the principal:
14.2.1 if bankruptcy proceedings are instituted against the assets of the Contractor or if such proceedings are dismissed for lack of assets;
14.2.2 if the contractor breaches essential provisions of this contract;
14.2.3 in case of justified premature termination of the contract by LIMENDO or in case of unjustified termination by the client LIMENDO is entitled to the aliquot fee of his services up to that point in time.

15 Termination clause
15.1 Should the client be in default with a payment, even only partially, LIMENDO will be entitled to interrupt his contractual services and the existing contractual relationship will be considered terminated ipso iure within the meaning of Art. 1456 of the Civil Code.
15.2 In case LIMENDO does not make use of the above mentioned explicit cancellation clause, your default of payment will entail the obligation to pay default interest at a rate corresponding to the interest rate according to Art. 5 of the Legislative Decree of 9 October 2002, No. 231, whereby the interest claim will arise automatically and without the necessity of a prior notice of default on the day after the expiry of the respective payment date.
15.3 LIMENDO reserves the right to assert any further claims in connection with the delay in payment as well as payments still owed for services already rendered but not invoiced.

16 Applicable law
16.1 All relations between the contracting parties, including these GTC, are governed by Italian law excluding the conflict of laws provisions. Mandatory consumer protection provisions, if applicable, remain unaffected by this choice of law clause.

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

18 Place of performance
18.1 Place of performance for all contractual services is LIMENDO's legal domicile.

19 Severability clause
19.1 Should one or more provisions of these GTC be or become invalid and/or ineffective, the validity and effectiveness of the remaining provisions will not be affected.

20 Toleration
20.1 If you should violate the provisions of these GTC, any acquiescence in this violation by LIMENDO will 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 performance 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, without the consent of the other party, to transfer its rights and obligations under this Agreement to an affiliated company. The customer will be informed about the transfer electronically by e-mail within one week after the transfer.

22 Duration of the contract
22.1 This Framework Agreement shall be valid until {{ end_date }}. The contract shall be tacitly extended by 1 year at a time. The contract may be terminated individually by either party with a notice period of 1 (one) month to the respective end of validity.

The principal
{{ party_name }}{{ signee }}signature:______________________________________________________________________For the purposes and for the effects of Articles 1341 and 1342 of the Italian Civil Code, the Principal declares to have read the following clauses and provisions of these GTC and to accept each of them individually and specifically:
1 (General basis of cooperation), in particular clauses 1.5 and 1.7,
4 (Conflict of interest),
2 (2 Remedy of defects and warranty), in particular paragraph 2.45 (Protection of LIMENDO's intellectual property, copyright, use),
6 (Contract phases from proposal to completion),
7 (Agile IT development)
8 (Rights of use),
9 (Risk and liability), in particular clauses 9.1, 9.2, 9.3, 9.4, 9.4.1, 9.4.2, 9.6, 9.7 and 9.8,11 (Agreed payment targets),
12 (Special Terms and Conditions for Subscriptions, Value Adjustment Clause for Licences/Subscriptions and Server Costs), in particular paragraphs 12.1 and 12.3,
13 (References),
14 (Termination of Contract),
15 (Termination Clause),
16 (Applicable Law),
17 (Jurisdiction),
19 (Severability Clause),
20 (Toleration),
21 (Transfer of rights and obligations to affiliated companies).ACCEPTED/ACCETTO
The principal
{{ party_name }}
{{ signee }}signature: