General Terms of Service

Unless the context otherwise requires, the following terms shall have the meanings set out below:

“Terms” means these ANSTERA General Terms of Service, in the version incorporated into the relevant Service Agreement.

“Service Agreement” means the individual written agreement, proposal, order form or other document agreed between the Service Provider and the Client which incorporates these Terms and sets out the project-specific commercial terms applicable to the Services.

“Agreement” means, in relation to a particular engagement, the applicable Service Agreement together with these Terms, any applicable SOW and any Schedules incorporated into it.

“Schedule” means a specialised annex incorporated into a Service Agreement where applicable, including any data processing agreement, standard contractual clauses, artificial intelligence schedule or service level schedule.

“Client” means the business, organisation or professional entering into a Service Agreement with the Service Provider.

“Service Provider” means ANSTERA, being the person or entity identified as the service provider in the applicable Service Agreement. The Service Provider and the Client are each referred to as a "Party" and together as the "Parties".

“Services” means the consulting, business and systems analysis, technical, software development, automation, implementation, integration, maintenance, support, digital operations and related services provided by the Service Provider under the Agreement and any applicable Statement of Work.

“Statement of Work or "SOW"” means a written document agreed by the Parties that defines the Services applicable to a particular project or engagement, including, where applicable, the scope of Services, Deliverables, responsibilities of the Parties, fees, timelines, acceptance criteria and other commercial or operational terms.

“Deliverables” means any specific work product, documentation, software, configuration, implementation or other output expressly identified as a deliverable in the applicable SOW.

“Task” means a specific work item agreed or recorded by the Parties in the Task Tracker in connection with the performance of the Services.

“Task Tracker” means the task management system agreed by the Parties for managing Tasks and recording their priorities, statuses, Approvals and material decisions relating to individual Tasks.

“Approval” means the Client's prior written approval of a matter that, under the Agreement or the applicable SOW, requires the Client's decision or authorization.

“Effective Date” means the date on which the relevant Service Agreement takes effect or, if no such date is stated, the date on which it is last signed or otherwise accepted by both Parties. The version date of these Terms is stated at the head of this document.

“Business Day” means a day other than a Saturday, Sunday or a public holiday at the Service Provider's registered seat.

“Change Request” means a written request or agreement to add, remove or modify the agreed scope, requirements, Deliverables, functionality, design, timeline or other project-specific terms of the Services, handled in accordance with Section 6.

“Acceptance Criteria” means the objective requirements, specifications or other criteria agreed in the applicable SOW for determining whether a Deliverable materially conforms to the agreed requirements.

“Client Materials” means all materials, content, data, documentation, credentials, files, trademarks, information and other resources provided or made available by or on behalf of the Client in connection with the Services.

“Confidential Information” means information disclosed by or on behalf of one Party to the other Party that is designated as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential.

“Data Protection Laws” means all laws and regulations relating to privacy and the processing and protection of Personal Data applicable to the Services or either Party in connection with the Agreement, including, where applicable, Regulation (EU) 2016/679 (General Data Protection Regulation).

“Personal Data” has the meaning given to it under the applicable Data Protection Laws.

Section headings are included for convenience only and shall not affect the interpretation of the Agreement. Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

The Service Provider may provide the Client with professional, consulting, technical, digital and related services in accordance with the Agreement and any applicable Statement of Work.

The specific Services to be provided in connection with a particular project or engagement shall be agreed by the Parties in the applicable SOW, including, where relevant, the scope of Services, Deliverables, responsibilities of the Parties, fees, timelines and other applicable commercial or operational terms.

Subject to the applicable SOW, the Services may include, without limitation, the following areas:

• (a)Business & Systems Analysis — analysis of business processes, operational and technical requirements, workflows and existing systems; identification of problems, dependencies, constraints and opportunities for improvement; process and system design; requirements definition; solution assessment; and related advisory services.
• (b)Software & Digital Systems Development — design, development, implementation, configuration, modification and maintenance of websites, web applications, CRM systems, internal business systems, databases and other software or digital solutions.
• (c)Automation & Integration — design and implementation of business and technical automations, workflows, API integrations, system-to-system integrations, AI-enabled integrations and other solutions connecting or automating software, data, processes or third-party services.
• (d)Digital Operations & Technical Support — technical configuration, administration, maintenance, troubleshooting, optimization, monitoring and operational support of digital systems, software, integrations and related technical infrastructure.
• (e)Design & Digital Content — visual and digital design services, including user interface and website design, design systems, digital and print-ready materials, presentations, brochures, visual assets, image preparation and other related creative or production services.
• (f)Other Technology & Digital Services — other technical, digital, operational or technology-related services agreed by the Parties, including work involving third-party software, platforms and services such as business management systems, CRM and ERP systems, property management systems (PMS), channel managers, booking and marketplace platforms, cloud services, SaaS products and other digital tools or infrastructure.

The areas of Services described above represent the general capabilities within which the Service Provider may provide Services and do not, by themselves, create any obligation to perform any particular service, Task or Deliverable.

The Service Provider shall only be required to perform Services that have been expressly agreed by the Parties in the applicable SOW or otherwise agreed in writing in accordance with the Agreement.

Individual Tasks may be created, prioritized, updated and managed through the Task Tracker within the scope of the Services agreed by the Parties.

The creation, recording or prioritization of a Task in the Task Tracker shall not, by itself, expand the agreed scope of Services or create an obligation for the Service Provider to perform work outside the applicable SOW.

Any Services, Tasks or Deliverables requested by the Client that fall outside the agreed scope shall be subject to separate agreement by the Parties and may result in additional fees, timelines or other terms.

The Service Provider shall have no obligation to commence or perform such additional work unless and until it has been agreed by the Parties.

The specific terms applicable to a project, engagement or agreed scope of Services shall be set out in a Service Agreement and, where used, a Statement of Work ("SOW") agreed by the Parties.

An SOW may include, as applicable, the scope of Services, Deliverables, Client responsibilities, timelines, fees, payment terms, acceptance criteria, third-party costs and any other terms relevant to the particular engagement.

Each Service Agreement and SOW agreed by the Parties forms part of the Agreement and is subject to these Terms, save where these Terms expressly provide otherwise.

The Service Provider shall perform the Services with reasonable professional skill, care and diligence and in accordance with the applicable SOW.

The Service Provider shall perform the Services within the agreed scope. The Service Provider shall not be required to perform additional or out-of-scope work unless separately agreed by the Parties.

The Service Provider shall keep the Client reasonably informed of material issues, dependencies or circumstances identified during the performance of the Services that may materially affect the agreed scope, timeline or performance of the Services.

The Service Provider shall take reasonable measures to protect Client information, credentials and access provided to it in connection with the Services and shall use such information and access only as reasonably necessary to perform the Services.

The Service Provider shall comply with applicable laws and regulations to the extent directly applicable to the Service Provider's performance of the Services.

Unless expressly stated as binding service levels in the applicable Service Agreement or SOW, any response times, support availability or similar targets are targets only and do not constitute guaranteed resolution times.

The Client shall provide the Service Provider with complete and reasonably accurate information, requirements and instructions reasonably necessary to understand the relevant business needs and properly perform the Services.

The Client shall provide, in a timely manner, all access, credentials, materials, data and other resources reasonably required for the performance of the Services.

The Client shall make and communicate, in a timely manner, any business, operational or commercial decisions and Approvals reasonably required for the Service Provider to perform or continue the Services.

The Client shall pay all fees and other amounts due under the Agreement and the applicable SOW in accordance with the agreed payment terms.

Where the Services involve access to, modification of or work with the Client's existing systems, databases, software, infrastructure or other digital assets, the Client shall ensure that appropriate and reasonably current backups of critical data, systems and configurations are maintained before the relevant work is performed, unless responsibility for backups is expressly assigned to the Service Provider in the applicable SOW.

The scope of Services shall be determined by the applicable SOW and any other written agreements between the Parties relating to the relevant Services.

The Client may request changes or additions to the agreed scope of Services. Any such request shall be subject to agreement by the Parties before the Service Provider is required to perform the additional or modified work.

Where a requested change affects the scope of Services, Deliverables, fees, timelines or other agreed terms, the relevant terms shall be adjusted accordingly and agreed by the Parties in writing.

The Service Provider shall not be required to commence or perform any additional or modified work until the relevant change has been agreed by the Parties.

Any applicable timelines, milestones or target completion dates for the Services shall be agreed by the Parties in the applicable SOW.

Agreed timelines are based on the scope of Services, requirements, information and dependencies known at the time they are established.

Timelines may be reasonably adjusted where the agreed scope of Services changes or where circumstances affecting the performance of the Services arise that were not reasonably identifiable at the time the applicable timeline was agreed.

The Service Provider shall not be responsible for delays caused by the Client's failure to provide required information, materials, access, decisions or Approvals in a timely manner, or by circumstances outside the Service Provider's reasonable control. Any affected timelines shall be adjusted as reasonably necessary to reflect the impact of such delay.

The fees, pricing model and payment arrangements applicable to the Services shall be specified in the applicable SOW. Depending on the nature of the Services, the Parties may agree on a fixed fee, hourly or time-based fees, milestone-based payments, recurring fees, advance payments or a combination of these models.

Where an advance payment is specified in the applicable SOW, the Service Provider shall not be required to commence the relevant Services until the agreed advance payment has been received. For recurring or ongoing Services, the applicable SOW may provide for monthly or other periodic fees, including payment in advance for the applicable service period.

Unless otherwise specified in the applicable SOW or invoice, invoices shall be payable within fourteen (14) calendar days from the date of issue. Payments shall be made in the currency and by the payment method specified in the applicable SOW or invoice.

If any amount due remains unpaid after the applicable payment deadline, the Service Provider shall be entitled, without prejudice to any other rights or remedies, to statutory default interest on the overdue amount at the rate applicable under the law governing the Agreement from the day following the payment deadline until payment in full.

The Client shall also reimburse the Service Provider for reasonable and documented costs of recovering overdue amounts to the extent recoverable under applicable law.

The Client shall notify the Service Provider in writing of any good-faith dispute concerning an invoice within seven (7) calendar days after receipt of the invoice, identifying the specific amount or item disputed and the reasonable grounds for the dispute. Any portion of an invoice not disputed in accordance with this Section shall remain payable by the applicable due date and shall be treated as undisputed for the purposes of suspension and other remedies under the Agreement.

This Section governs the operational payment mechanism under the Agreement and does not, by itself, extinguish any substantive right or claim that the Client may otherwise have in respect of an invoice or the Services.

If any undisputed amount remains unpaid after its due date, the Service Provider may, after giving the Client written notice of the overdue amount and a reasonable opportunity to make payment, suspend all or part of the Services until the overdue amount is paid in full. The Service Provider shall not be responsible for delays, missed milestones or other consequences to the extent resulting from such suspension, and any affected timelines shall be reasonably adjusted following resumption of the Services. Suspension under this Section shall not waive or limit the Service Provider's right to recover the overdue amount, default interest, recovery costs or any other remedy available under the Agreement or applicable law.

Costs relating to third-party products or services required or agreed for the performance or operation of the Services, including hosting, domain names, licences, subscriptions, paid APIs, cloud services and other external services, shall be borne by the Client unless otherwise agreed in writing. Where such costs are incurred or paid by the Service Provider on behalf of the Client, they may be invoiced to the Client separately or included in the applicable recurring fee, as agreed by the Parties. The Service Provider shall not be required to continue paying third-party costs on behalf of the Client where the corresponding amounts have not been paid or reimbursed by the Client.

The Client shall remain responsible for the renewal, cancellation and management of any Third-Party Services or subscriptions held in the Client's name or account. The Service Provider shall not be responsible for automatic renewals, renewal charges, cancellation fees or similar third-party charges unless the Service Provider expressly agreed in writing to manage the relevant subscription on the Client's behalf.

Unless otherwise expressly stated in the applicable SOW, all fees are exclusive of VAT and any other applicable indirect taxes. VAT or similar taxes shall be added or accounted for where required by applicable law. The Client shall provide any valid tax or VAT information reasonably required for the correct tax treatment of the Services.

All amounts payable to the Service Provider shall be paid without deduction or withholding for taxes unless such deduction or withholding is required by applicable law. Where the Client is required by law to make a deduction or withholding from a payment, the Client shall, to the extent permitted by applicable law, increase the payment so that the Service Provider receives the amount it would have received had no such deduction or withholding been required. This provision does not apply to taxes imposed on the Service Provider's net income.

Each Party shall remain responsible for taxes imposed on it by applicable law. Bank charges imposed by the Client's bank or payment provider shall be borne by the Client, and bank charges imposed by the Service Provider's bank or payment provider shall be borne by the Service Provider, unless otherwise agreed in the applicable SOW.

Any estimated effort, indicative hours or similar estimate stated in a Service Agreement or SOW is an estimate based on the scope, requirements, information and dependencies reasonably known at the time of estimation and does not constitute a guarantee of the exact time required unless expressly stated otherwise.

Where the applicable SOW provides for Deliverables subject to acceptance, the Service Provider shall notify the Client when the relevant Deliverable is ready for review.

The Client shall review the Deliverable within the review period specified in the applicable SOW or, if no review period is specified, within seven (7) Business Days after receiving notice that the Deliverable is ready for review.

During the applicable review period, the Client shall either:

• (a)confirm acceptance of the Deliverable; or
• (b)notify the Service Provider of any material respects in which the Deliverable does not conform to the agreed scope, requirements or applicable acceptance criteria.

If the Client identifies a material non-conformity in accordance with Section 9.3(b), the Service Provider shall address substantiated non-conformities attributable to the Service Provider and shall resubmit the relevant Deliverable for review.

The Client shall consolidate review comments and correction requests reasonably and in good faith. Requests that reverse or materially alter previously approved requirements, preferences, designs, content, functionality or decisions, or introduce new requirements rather than correct a substantiated non-conformity, shall not constitute corrections and may be treated as a Change Request under Section 6.

Where repeated review cycles arise because an agreed requirement or Acceptance Criterion is genuinely unclear or disputed, the Parties shall clarify that requirement in writing before further work proceeds.

Requests for additional functionality, changes in requirements, design preferences or other modifications that fall outside the agreed scope or applicable acceptance criteria shall not constitute a rejection of the Deliverable and shall be treated as changes to the scope of Services.

If the Client does not provide acceptance or a notice of material non-conformity within the applicable review period, the Deliverable shall be deemed accepted upon expiry of that period, to the extent permitted by applicable law.

A Deliverable shall also be deemed accepted if the Client deploys, publishes, launches or uses the Deliverable in production or in its ordinary business operations, except solely for agreed testing or acceptance purposes.

If, within thirty (30) calendar days after acceptance of a Deliverable, the Client notifies the Service Provider of a material non-conformity with the agreed scope, requirements or applicable acceptance criteria that is attributable to the Service Provider, the Service Provider shall correct such non-conformity within a reasonable period and without additional charge to the Client. This correction period does not limit any rights or remedies that cannot lawfully be limited under applicable law.

The Service Provider shall not be responsible for issues resulting from:

• (a)changes or modifications made by the Client or any third party without the Service Provider's involvement;
• (b)incorrect, incomplete or subsequently changed information, requirements, materials or instructions provided by the Client;
• (c)third-party products, services, platforms, systems or infrastructure outside the Service Provider's reasonable control; or
• (d)use of the Deliverables in a manner materially inconsistent with the agreed purpose or applicable instructions.

Any request for new functionality, additional features, changed requirements, redesign, enhancement or other work beyond correcting a non-conformity within the agreed scope shall constitute a change to the scope of Services and shall be subject to separate agreement by the Parties.

Any post-completion support, maintenance, updates or further development shall be provided only where expressly included in the applicable SOW or otherwise agreed by the Parties.

The Services may involve or depend upon third-party products, software, platforms, APIs, hosting providers, cloud services, external systems or other services that are not owned or controlled by the Service Provider ("Third-Party Services").

The Service Provider shall use reasonable professional care when configuring, implementing or integrating Third-Party Services as part of the agreed Services. However, the Service Provider does not control and shall not be responsible for the availability, performance, functionality, security, pricing, policies or continued operation of any Third-Party Service.

The Service Provider shall not be responsible for any failure, interruption, limitation or other issue affecting the Services to the extent caused by a Third-Party Service, including changes to its functionality, API, technical requirements, pricing, terms of use or availability.

Where a change to or failure of a Third-Party Service requires additional work by the Service Provider, such work shall not be considered a correction of the original Services and may be treated as additional Services subject to separate agreement by the Parties.

The Client shall be responsible for complying with the terms, policies, licence requirements and other conditions applicable to Third-Party Services used through the Client's accounts or for the Client's business, unless otherwise expressly agreed by the Parties.

All materials, content, data, trademarks, documentation and other intellectual property provided by the Client to the Service Provider shall remain the property of the Client or their respective owners. The Client grants the Service Provider a non-exclusive right to use such materials to the extent reasonably necessary to perform the Services.

All methodologies, know-how, processes, concepts, templates, tools, frameworks, libraries, reusable components, general-purpose code and other materials developed or owned by the Service Provider independently of, or outside the specific Deliverables created for the Client ("Service Provider Materials") shall remain the property of the Service Provider.

Subject to full payment of all amounts due for the relevant Deliverables, the Service Provider shall assign or otherwise transfer to the Client the transferable economic intellectual property rights in Deliverables specifically created for the Client to the extent expressly identified in the applicable SOW and to the extent permitted by applicable law. Where applicable law does not permit assignment or transfer of a relevant right, the Service Provider shall grant the Client an exclusive, perpetual, worldwide licence to exercise that right for the intended purposes of the Deliverable, unless otherwise specified in the applicable SOW.

If the applicable SOW does not expressly specify the intellectual property treatment of a Deliverable, then, upon full payment, the Client shall receive a non-exclusive, perpetual, worldwide licence to use, reproduce, modify and operate that Deliverable for the Client's own internal business and commercial purposes, subject to Sections 12.2, 12.5 and 12.7.

Until full payment of all amounts due for the relevant Deliverables, the Client may review and test the Deliverables solely for acceptance purposes but shall not commercially use, publish, distribute, deploy or otherwise exploit them unless the Service Provider expressly agrees otherwise in writing.

Where Service Provider Materials are incorporated into or reasonably necessary for the use of a Deliverable, ownership of such Service Provider Materials shall remain with the Service Provider. Upon full payment, the Service Provider grants the Client a non-exclusive, perpetual, worldwide licence to use such Service Provider Materials solely to the extent reasonably necessary to use, maintain and operate the relevant Deliverable for its intended purpose.

Nothing in the Agreement shall prevent the Service Provider from using general knowledge, skills, experience, ideas, concepts, techniques and know-how acquired or developed in the course of performing the Services, provided that such use does not disclose the Client's Confidential Information or Personal Data.

Any third-party software, open-source components, libraries, content or other materials incorporated into or used in connection with the Deliverables shall remain subject to the applicable third-party terms and licence conditions.

The Service Provider shall ensure that, to the extent reasonably necessary for the Service Provider to grant or transfer rights under this Section, personnel engaged by the Service Provider in creating Deliverables are subject to appropriate intellectual property arrangements.

Unless the applicable SOW expressly states otherwise, the Service Provider may identify the Client as a client and display the Client's name, logo and publicly released Deliverables in the Service Provider's portfolio, website and business development materials after the relevant Deliverables have been made public by or with the authorization of the Client. The Service Provider may also describe completed work in an anonymized manner, including the Client's industry, the general nature of the problem, the solution provided and non-confidential results or metrics, provided that the Client cannot reasonably be identified and no Confidential Information or Personal Data is disclosed.

The Service Provider shall not disclose Confidential Information, Personal Data, non-public systems or internal materials for portfolio purposes without the Client's prior written consent.

Each Party shall keep confidential and shall not disclose to any third party any Confidential Information received from the other Party in connection with the Agreement, except as permitted under the Agreement or with the prior written consent of the disclosing Party.

Each Party shall use the other Party's Confidential Information only to the extent reasonably necessary for the performance, receipt or administration of the Services and the Parties' relationship under the Agreement.

A Party may disclose Confidential Information to its employees, contractors, professional advisers or other persons who reasonably require access to such information for purposes connected with the Agreement, provided that such persons are subject to appropriate confidentiality obligations.

The confidentiality obligations under the Agreement shall not apply to information that the receiving Party can reasonably demonstrate:

• (a)is or becomes publicly available other than through a breach of the Agreement;
• (b)was lawfully known to the receiving Party before disclosure;
• (c)was lawfully received from a third party without an obligation of confidentiality; or
• (d)was independently developed without use of the disclosing Party's Confidential Information.

A Party may disclose Confidential Information where required by applicable law, regulation or a binding order of a competent authority, provided that, where legally permitted, the receiving Party gives the disclosing Party reasonable prior notice of the required disclosure.

Upon termination of the Agreement or upon reasonable written request, each Party shall, where reasonably practicable, return or delete the other Party's Confidential Information, except to the extent that retention is required by applicable law or reasonably necessary for legitimate record-keeping, legal or compliance purposes.

The obligations under this Section shall continue after termination or expiry of the Agreement for as long as the relevant information remains confidential by its nature or under applicable law.

Each Party shall comply with applicable Data Protection Laws in connection with the performance of its obligations under the Agreement.

The Parties acknowledge that their respective roles under applicable Data Protection Laws shall be determined by the actual circumstances and purposes of the relevant processing. The Client shall provide the Service Provider with sufficient information regarding the Personal Data and intended processing activities to enable the Parties to identify and comply with the applicable data protection requirements.

Where the Service Provider processes Personal Data on behalf of the Client as a processor and applicable Data Protection Laws require a data processing agreement, the Parties shall enter into an appropriate data processing agreement ("DPA") before the relevant processing begins. Where the GDPR applies, the DPA shall address the requirements applicable to processor arrangements under Article 28 of the GDPR.

Where the Services involve a transfer of Personal Data for which applicable Data Protection Laws require an international data-transfer mechanism, the Parties shall implement the legally required transfer mechanism before the relevant transfer takes place, including, where applicable, the European Commission's Standard Contractual Clauses or another valid transfer mechanism.

Where the Service Provider processes Personal Data on the Client's behalf, the Service Provider shall process such Personal Data only on documented lawful instructions from the Client, except where otherwise required by applicable law, and only to the extent reasonably necessary to perform the Services.

The Service Provider shall implement reasonable technical and organizational measures appropriate to the nature of the Personal Data, the Services and the reasonably identifiable risks to protect Personal Data against unauthorized access, disclosure, alteration, loss or destruction.

The Client shall be responsible for ensuring that it has the necessary lawful basis, notices, permissions and authority to collect Personal Data, provide it to the Service Provider and instruct the Service Provider to process it in connection with the Services.

Where the Service Provider becomes aware of a Personal Data breach affecting Personal Data processed by the Service Provider on behalf of the Client, the Service Provider shall notify the Client without undue delay and provide information reasonably available to it that is necessary for the Client to comply with applicable Data Protection Laws. Any more specific incident-notification requirements may be set out in the applicable DPA.

The Service Provider warrants that the Services will be performed with reasonable professional skill, care and diligence and materially in accordance with the applicable SOW.

Where the applicable SOW specifies particular Deliverables, requirements or acceptance criteria, the Service Provider shall be responsible for providing the Deliverables in material conformity with those agreed requirements, subject to the terms of the Agreement.

Unless expressly agreed in the applicable SOW, the Service Provider does not guarantee any particular commercial, financial or operational outcome resulting from the Services, including any specific level of revenue, profit, sales, cost savings, business growth, customer acquisition or other business performance.

The Service Provider does not warrant that software, systems, integrations or other technical solutions will operate without interruption or be entirely free from errors, particularly where their operation depends on Third-Party Services, infrastructure or systems outside the Service Provider's reasonable control.

Any recommendations, estimates, projections or professional advice provided by the Service Provider are based on the information reasonably available at the relevant time. Business, commercial and operational decisions based on such recommendations remain the responsibility of the Client unless otherwise expressly agreed in writing.

The Service Provider shall be responsible for direct loss or damage suffered by the Client to the extent caused by the Service Provider's material breach of the Agreement or the applicable SOW, subject to the limitations set out in this Section.

Where the Service Provider materially fails to provide Services for which the Client has paid and such failure is not remedied within a reasonable period, the Client shall be entitled, as applicable, to a refund of fees paid for the portion of the Services that was not provided.

To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special or consequential loss or damage, or for any loss of profit, revenue, business opportunity, anticipated savings, goodwill or reputation, arising out of or in connection with the Agreement.

Subject to Section 16.5, the Service Provider's total aggregate liability arising out of or in connection with a particular SOW shall not exceed the total fees paid or payable to the Service Provider under that SOW during the twelve (12) months preceding the event giving rise to the claim or, where the SOW has been in effect for less than twelve (12) months, the total fees paid or payable under that SOW.

Nothing in the Agreement shall exclude or limit any liability to the extent that such liability cannot lawfully be excluded or limited under applicable law.

The exclusions and limitations of liability set out in this Section shall apply to all claims arising out of or in connection with the Agreement or any SOW, regardless of the legal basis of the claim, whether in contract, tort (including negligence), breach of statutory duty or otherwise, to the maximum extent permitted by applicable law.

The Service Provider shall not be responsible for loss of data or the cost of restoring data to the extent that such loss or cost could reasonably have been avoided or reduced through backups that the Client was required to maintain under Section 5.5 of the Agreement, except where responsibility for maintaining the relevant backups was expressly assigned to the Service Provider in the applicable SOW.

These Terms apply to each Service Agreement from its Effective Date and continue to apply for as long as that Service Agreement remains in force. Individual Service Agreements and SOWs may specify their own duration, project period or completion conditions.

These Terms do not, by themselves, create any standing obligation to provide or purchase Services in the absence of a Service Agreement.

Where a Service Agreement establishes an ongoing or framework relationship between the Parties, either Party may terminate that relationship for convenience by giving the other Party thirty (30) calendar days’ written notice. Unless otherwise agreed by the Parties, such termination shall not automatically terminate any SOW already in progress. Any such SOW shall continue until completed or separately terminated in accordance with its terms or these Terms.

An individual SOW using an hourly, time-and-materials, recurring or ongoing Services model may be terminated for convenience by either Party on thirty (30) calendar days' written notice, unless that SOW expressly provides a different notice period. A fixed-fee or milestone-based SOW may be terminated for convenience only where the applicable SOW expressly permits such termination and specifies the corresponding commercial consequences, including any applicable cancellation fee, committed fees, completed milestones, work in progress and non-cancellable costs.

Either Party may terminate the Agreement or an affected SOW if the other Party materially breaches its obligations and, where the breach is capable of remedy, fails to remedy the breach within fourteen (14) calendar days after receiving written notice describing the breach.

Either Party may terminate the Agreement or an affected SOW with immediate effect by written notice if the other Party becomes insolvent, enters liquidation or bankruptcy proceedings, ceases or threatens to cease carrying on its business, or becomes subject to an analogous insolvency event, except to the extent prohibited by applicable law.

The Service Provider may suspend the Services in accordance with Section 8.6 of the Agreement and may terminate the affected SOW or the Agreement where amounts due remain unpaid after written notice and a reasonable opportunity to make payment.

Termination shall not affect the Client's obligation to pay: (a) amounts already due; (b) fees for Services properly performed up to the effective date of termination; and (c) approved or non-cancellable third-party costs reasonably incurred in connection with the Services. Where a fixed-fee or milestone-based SOW is terminated for convenience where such termination is expressly permitted, the amounts payable shall be determined under that SOW. If that SOW permits convenience termination but does not specify a calculation method, the Client shall pay for completed milestones and, for work in progress not represented by a completed milestone, the reasonable value of Services actually performed based on the Service Provider's then-current standard rate or the rate stated in the SOW, together with approved or non-cancellable costs. Any advance payment exceeding amounts properly due shall be refunded to the Client.

Following termination or completion of an applicable SOW and subject to payment of all amounts due, the Service Provider shall make available to the Client the completed Deliverables and Client Materials in the Service Provider's possession that the Client is entitled to receive. Any additional migration, transfer, transition assistance or other work requested by the Client shall constitute additional Services unless expressly included in the applicable SOW.

Where the Service Provider manages or pays for Third-Party Services on behalf of the Client, the Parties shall reasonably cooperate to transfer, discontinue or otherwise arrange such services following termination. The Service Provider shall not be required to continue paying or maintaining Third-Party Services after the applicable paid service period or termination unless otherwise agreed in writing.

Termination or expiry shall not affect rights, obligations or liabilities accrued before the effective date of termination. Provisions which by their nature are intended to continue after termination, including payment, intellectual property, confidentiality, data protection and limitation of liability, shall survive termination.

Neither Party shall be liable for any delay or failure to perform its obligations under the Agreement or an applicable SOW to the extent caused by circumstances beyond that Party's reasonable control, including natural disasters, fire, flood, war, civil unrest, governmental actions, widespread failures of telecommunications, internet or infrastructure, or other comparable events beyond the affected Party's reasonable control.

The affected Party shall notify the other Party within a reasonable time after becoming aware that such circumstances materially affect its ability to perform its obligations and shall take reasonable steps to mitigate their impact.

Any affected timelines shall be reasonably extended to reflect the period and impact of the Force Majeure event. If the Force Majeure event materially prevents performance of the affected Services for more than thirty (30) consecutive days, either Party may terminate the affected SOW by written notice, without liability for such termination, provided that the Client shall remain responsible for payment for Services performed and approved third-party costs incurred before the effective date of termination.

The Service Provider performs the Services as an independent contractor. Nothing in the Agreement or any SOW shall create an employment relationship, partnership, joint venture, fiduciary relationship or agency between the Parties. Neither Party shall have authority to bind, represent or incur obligations on behalf of the other Party unless expressly authorized in writing.

The Service Provider may use its employees, contractors, specialists or other personnel to perform all or part of the Services and may determine the appropriate allocation of work among such personnel. The Service Provider shall remain responsible to the Client for the performance of the Services in accordance with the Agreement and the applicable SOW.

The Service Provider shall ensure that personnel who receive access to Confidential Information or Personal Data in connection with the Services are subject to appropriate confidentiality and data protection obligations.

Unless expressly agreed in the applicable SOW, the Client is engaging the Service Provider to provide the Services and not any particular individual. The Service Provider may assign or replace personnel involved in the Services as reasonably necessary for their performance.

During the term of an applicable SOW and for twelve (12) months after its completion or termination, the Client shall not knowingly and directly solicit for employment or direct engagement any employee or individual contractor of the Service Provider who was materially involved in providing Services to the Client.

This restriction shall not apply to persons who respond independently to a general public recruitment campaign not specifically directed at the Service Provider's personnel, or where the Service Provider gives prior written consent. Nothing in this Section prevents the Parties from agreeing in writing to a direct engagement or transfer arrangement.

Unless expressly agreed otherwise in the applicable SOW, the Agreement is non-exclusive. The Service Provider may provide services to other clients, including clients operating in the same or similar industries, provided that the Service Provider complies with its confidentiality obligations under the Agreement and does not use or disclose the Client's Confidential Information.

The Parties may communicate in connection with the Services by email, the agreed Task Tracker and other electronic communication channels agreed by the Parties. Electronic communications shall constitute written communications for the purposes of the Agreement where their content and sender can reasonably be identified.

Where an Approval is required under the Agreement or an applicable SOW, such Approval may be provided by email, through the agreed Task Tracker or by another written electronic method agreed by the Parties. An Approval shall be effective where it reasonably identifies the matter being approved and clearly indicates the Client's approval or authorization.

Instructions, requirements, decisions, priorities and other operational matters relating to the performance of the Services may be recorded and managed through the agreed Task Tracker or other agreed communication channels. Operational communications shall not, by themselves, amend the scope, fees or other material commercial terms of an applicable SOW unless the Parties clearly agree to such amendment in writing.

Any formal notice relating to termination, material breach or other matter expressly requiring formal notice under the Agreement shall be made in writing and sent to the contact details stated in the applicable Service Agreement or otherwise designated by the Parties in writing for formal notices. Unless otherwise agreed in writing, email shall be an acceptable method for providing formal notice.

Each Party shall be responsible for keeping its designated contact details reasonably up to date and shall notify the other Party of any material change to such details.

These Terms, each Service Agreement and SOW, and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of Montenegro.

In the event of any dispute arising out of or in connection with the Agreement or an applicable SOW, the Parties shall first attempt in good faith to resolve the dispute through direct negotiations. Either Party may give written notice of the dispute to the other Party. If the dispute is not resolved within thirty (30) calendar days after such notice, either Party may commence legal proceedings in accordance with Section 21.3. The foregoing negotiation period shall not prevent either Party from seeking urgent interim or protective relief, nor shall it prevent the Service Provider from commencing proceedings to recover an overdue and undisputed payment obligation.

The courts of Montenegro having subject-matter jurisdiction shall have exclusive jurisdiction to resolve any dispute or claim arising out of or in connection with the Agreement or any applicable SOW, including any dispute concerning its existence, validity, interpretation, performance, breach or termination.

Nothing in this Section shall exclude the application of any mandatory provisions of law that cannot lawfully be excluded or modified by agreement of the Parties.

The Agreement, comprising the applicable Service Agreement together with these Terms, any applicable SOW and any Schedules incorporated into it, constitutes the entire agreement between the Parties concerning its subject matter and supersedes any prior discussions, proposals, representations or agreements relating to the same subject matter.

Any amendment to a Service Agreement, SOW or Schedule shall be effective only if agreed by the Parties in writing. For the avoidance of doubt, operational instructions, Tasks, Approvals or other day-to-day communications shall not amend the scope, fees or other material commercial terms unless the Parties clearly agree in writing that such terms are being amended.

The Service Provider may issue new versions of these Terms from time to time. The version of these Terms that applies to a given engagement is the version incorporated into the relevant Service Agreement. Publication of a new version on the Service Provider’s website does not amend, replace or otherwise affect the version incorporated into a Service Agreement already in force, and a later version shall apply to that engagement only where the Parties expressly agree in writing.

If any provision of these Terms or the Agreement is held to be invalid, illegal or unenforceable, that provision shall be limited or modified to the minimum extent necessary, where legally permissible, and the remaining provisions of the Agreement shall remain in full force and effect.

A failure or delay by either Party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy. Any waiver shall apply only to the specific matter for which it is given and shall not constitute a continuing or future waiver.

Neither Party may assign or transfer the Agreement or an applicable Service Agreement or SOW to a third party without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, the Service Provider may assign the Agreement in connection with a reorganization, change of legal form, merger, acquisition or transfer of all or substantially all of the relevant business, provided that such assignment does not materially reduce the Client's rights under the Agreement.

Each Service Agreement and SOW may be executed in counterparts and by electronic signature. Each counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement, to the extent permitted by applicable law.

These Terms are issued in the English language. Any translation of these Terms is provided for information and convenience only. In the event of any inconsistency or discrepancy between the English version and any translation, the English version shall prevail between the Parties, except to the extent mandatory applicable law requires otherwise.

In the event of a conflict between these Terms and a Service Agreement or SOW, these Terms shall prevail with respect to general legal terms, including intellectual property, confidentiality, data protection, limitation of liability, governing law and dispute resolution, unless the Service Agreement or SOW expressly identifies the provision of these Terms that the Parties intend to override.

The applicable Service Agreement or SOW shall prevail with respect to the specific scope, Deliverables, timelines, fees, payment schedule, acceptance criteria and other project-specific commercial terms.

A Schedule shall prevail over these Terms and over the Service Agreement in respect of the specific subject matter it governs.