Blocksoft Terms and Conditions

DEFINITIONS
1. In these General Terms and Conditions, the following terms shall have the following meanings:
  1. "Agreement" means any agreement between the Consultant and the Client for the provision of Consultancy Services, including these General Terms and Conditions;
  2. "Affiliate" of a natural or legal person means any other natural or legal person that directly or indirectly controls, is controlled by, or is under common control with, such natural or legal person;
  3. "Client" means the party to the Agreement with whom the Consultant has entered into the Agreement for the provision of Consultancy Services;
  4. "Confidential Information" means any and all information that is disclosed by the Client or by the Consultant to the other party, whether in writing, orally, or by any other means, and that is marked as confidential or that should reasonably be considered confidential in view of its content, nature, or the manner of its disclosure;
  5. "Consultant" means Blocksoft GmbH, a company duly organised and existing under the laws of Germany, with its registered office at Cologne, Germany; 1.6. "Consultancy Services" means the services to be provided by the Consultant to the Client under the Agreement, as described in the Agreement;
  6. "Intellectual Property Rights" means any and all patents, trademarks, service marks, trade names, copyrights, moral rights, and other similar rights and obligations, whether registered or unregistered, and any and all applications, renewals, extensions, and restorations thereof;
  7. "Party" means the Consultant or the Client, as the context requires; and
  8. "Territory" means the territory of the European Union.
SCOPE OF THE AGREEMENT
1. The Agreement shall govern the provision of Consultancy Services by the Consultant to the Client.
2. The Consultant shall provide the Consultancy Services to the Client in accordance with the Agreement.
3. The Client hereby acknowledges and agrees that the Consultant has entered into the Agreement in reliance on the terms and conditions set forth herein, and that such terms and conditions form an integral part of the Agreement.
DURATION
1. The Agreement shall come into force on the date of its acceptance by the Client and shall continue in full force and effect until the completion of the Consultancy Services, unless terminated earlier in accordance with the provisions of the Agreement.
CONSULTANCY SERVICES
1. The Consultant shall provide the Consultancy Services to the Client in accordance with the Agreement.
2. The Consultant shall use its best efforts to provide the Consultancy Services in a professional and timely manner.
3. The Consultant shall be entitled to engage one or more Subcontractors to provide all or part of the Consultancy Services, provided that the Consultant shall remain fully responsible for the provision of the Consultancy Services in accordance with the Agreement.
FEES AND PAYMENT
1. The Client shall pay the Consultant's fees for the provision of the Consultancy Services in accordance with the Agreement.
2. All invoices issued by the Consultant shall be due and payable within 30 days from the date of invoice, unless otherwise agreed by the Parties.
3. If the Client fails to pay any invoices issued by the Consultant within the time period specified in the Agreement, the Consultant shall be entitled to charge interest on the outstanding amount at the rate of 8% per annum, calculated on a daily basis, from the date on which the payment was due until the date on which the payment is actually made.
4. All amounts due and payable under the Agreement shall be paid in Euros.
CONFIDENTIALITY
1. The Parties shall maintain the confidentiality of the Confidential Information of the other Party in accordance with the provisions of this Clause 6.
2. The Parties shall use the Confidential Information of the other Party solely for the purposes of the Agreement and shall not disclose such Confidential Information to any third party without the prior written consent of the other Party.
3. The Parties shall take all reasonable measures to protect the Confidential Information of the other Party from unauthorised use, disclosure, or copying. 6.4. The confidentiality obligations set forth in this Clause 6 shall not apply to any information that:
  1. is or becomes publicly available through no fault of the receiving Party;
  2. is received from a third party without breach of any confidentiality obligation;
  3. is independently developed by the receiving Party without reference to the Confidential Information of the disclosing Party; or
  4. is required to be disclosed by law, court order, or governmental regulation.
INTELLECTUAL PROPERTY RIGHTS
1. The Parties acknowledge and agree that, as between the Parties, all Intellectual Property Rights in and to the Consultancy Services and any deliverables prepared by the Consultant in connection with the provision of the Consultancy Services shall be owned by the Consultant.
2. The Client hereby grants to the Consultant a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and distribute the deliverables prepared by the Consultant in connection with the provision of the Consultancy Services, for the purpose of providing the Consultancy Services to the Client.
WARRANTIES AND DISCLAIMERS
1. The Consultant warrants that:
  1. it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;
  2. the Consultancy Services will be provided in a professional and timely manner in accordance with the Agreement.
2. THE WARRANTIES SET FORTH IN CLAUSE 8.1 ARE THE ONLY WARRANTIES MADE BY THE CONSULTANT WITH RESPECT TO THE CONSULTANCY SERVICES, AND THE CONSULTANT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
LIMITATION OF LIABILITY
1. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, THE CONSULTANT'S TOTAL LIABILITY FOR ALL DAMAGES UNDER THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE CONSULTANT UNDER THE AGREEMENT.
TERMINATION
1. Either Party may terminate the Agreement at any time by giving written notice to the other Party if:
  1. the other Party has breached any material term or condition of the Agreement and such breach has not been cured within 30 days after receipt of written notice thereof; or
  2. the other Party has filed for bankruptcy or has been declared bankrupt.
2. Upon termination of the Agreement, the Consultant shall promptly deliver to the Client all deliverables prepared by the Consultant in connection with the provision of the Consultancy Services.
3. The provisions of Clauses 6 (Confidentiality), 7 (Intellectual Property Rights), 8 (Warranties and Disclaimers), 9 (Limitation of Liability), 10.2 (Effect of Termination), 11 (Indemnification), and 12 (Miscellaneous) shall survive the termination of the Agreement.
INDEMNIFICATION
1. The Client shall indemnify and hold harmless the Consultant and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
  1. the Client's breach of the Agreement; or
  2. the Client's negligence or willful misconduct.
2. The Consultant shall indemnify and hold harmless the Client and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
  1. the Consultant's breach of the Agreement; or
  2. the Consultant's negligence or willful misconduct.
MISCELLANEOUS
1. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, with respect to such subject matter.
2. The Agreement may not be amended or modified except in writing signed by the Parties.
3. If any provision of the Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.
4. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
5. The Consultant shall not be deemed to be in default of any obligation under the Agreement to the extent that such default is caused by a force majeure event, as defined below. A "force majeure event" shall mean any event beyond the reasonable control of the Consultant, including, without limitation, acts of God, fires, floods, earthquakes, hurricanes, tropical storms, typhoons, tornadoes, war, terrorism, civil unrest, riots, strikes, lockouts, and embargoes.
6. The Agreement shall be governed by and construed in accordance with the laws of Germany.
7. The Parties hereby agree that any and all disputes, controversies, or claims arising out of or in connection with the Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with such rules. The seat of the arbitration shall be Berlin, Germany. The arbitration shall be conducted in the English language.