1. Introduction Welcome to the General Terms and Conditions (GTC) for the alsim CLOUD platform, provided by ESS Engineering Software Steyr GmbH. alsim CLOUD is a cloud-based computational platform offering powerful resources for Computational Fluid Dynamics (CFD) simulations, geometry and mesh pre-processing and allowing clients to efficiently run simulations on computational nodes and securely store results in cloud-based storage. These terms govern all contractual relationships between the following companies: ESS Engineering Software Steyr GmbH, Berggasse 35, 4400 Steyr (referred to as the "Contractor") and its Client (referred to as the "Client") The GTC applies to all services and agreements unless otherwise specified for predefined online services provided by the Contractor. These terms establish the conditions under which services are rendered, outline the responsibilities of both parties, and clarify the parameters for the usage of alsim CLOUD. All offers are subject to change, and any contractual agreements require the Contractor’s written confirmation to be considered binding. The Client's purchase terms will not apply to individual or long-term transactions under this agreement.
2. Definitions and Interpretations 2.1. Contractor Refers to ESS Engineering Software Steyr GmbH registered at Berggasse 35, 4400 Steyr that enters into a contractual agreement with the Client.
2.2. Client The individual or organization engaging in a business transaction with the Contractor, as specified in the order confirmation.
2.3. Contract The legally binding agreement between the Contractor and Client, consisting of the order confirmation and these General Terms and Conditions.
2.4. Order Confirmation A document issued by the Contractor detailing the specific services, licenses, or products to be provided to the Client, including any agreed terms and scope of services.
2.5. Simulation Services Technical or computational services performed by the Contractor, often utilizing cloud-based resources, to perform Computational Fluid Dynamics (CFD) simulations, geometry and mesh pre-processing on behalf of the Client. These services may require the Client to provide data for processing.
2.6. Maintenance Ongoing technical support, updates, and error correction services provided by the Contractor for a purchased or leased software license, typically for a specified period.
2.7. alsim CLOUD A cloud-based Software-as-a-Service (SaaS) model by the Contractor, enabling Clients to perform CFD simulations, geometry and mesh pre-processing without owning the software license. Access is granted based on e-Cube consumption, a form of prepaid credit.
2.8. e-Cubes Consumable units required for using virtual hardware on alsim CLOUD. e-Cubes are valid for a maximum of 12 months, with a model available for the Software & Hardware, as outlined in the Contract.
2.9. Supplier/Partner An individual or organization working with the Contractor to enhance software products. Confidential information shared by the Client's suppliers or partners may be used to validate or configure software functionality.
2.10. Confidential Information All non-public data and proprietary information, including technical, business, or operational information, provided by either party in the course of the contractual relationship. This information is protected under applicable data protection laws and confidentiality obligations.
3. Scope of Services 3.1. General Scope The Contractor shall provide services as defined in the order confirmation, which may include simulations, maintenance, cloud-based services through alsim CLOUD, and software development. The specific scope of each service is determined by the details agreed upon in the Contract and order confirmation.
3.2. Simulation and Computational Services The Contractor offers simulation services, such as Computational Fluid Dynamics (CFD) simulations, geometry and mesh pre-processing, performed on the Contractor’s computational infrastructure. These services may involve processing data provided by the Client. The Client is responsible for ensuring that any data shared for simulations complies with all relevant data protection and confidentiality regulations.
3.3. alsim CLOUD Services The Contractor offers alsim CLOUD, a SaaS solution for performing CFD simulations without requiring a separate software license. Access to alsim CLOUD is based on prepaid virtual hardware units e-Cubes that are consumed according to the Client’s usage. The Client pre-purchases e-Cubes for both software and hardware usage.
3.4. Software Development The Contractor may develop custom software solutions based on the Client’s requirements. Ownership of all software developments and intellectual property remains with the Contractor unless otherwise stated.
3.5. Supplier and Partner Collaboration The Contractor may collaborate with suppliers or partners, especially those associated with the Client, to enhance software solutions or validate functionalities. Confidential information received from suppliers will be handled as per data protection laws and may be integrated into configurable software features if agreed upon by the Client and Contractor.
3.6. Order Confirmation In case of ambiguity, the Contractor’s order confirmation serves as the definitive description of the agreed-upon services. The scope of services is subject to change only through mutual agreement in writing by both parties.
3.7. Customer-Hosted Deployment In cases where the Client elects to deploy alsim CLOUD on its own infrastructure (“Customer-Hosted Deployment”), the following applies: (a) ESS shall provide the Client with the necessary software package, updates, and technical support as defined in this Agreement. (b) The Client shall be solely responsible for the hosting environment, including but not limited to uptime, system availability, data backups, disaster recovery, and security of the infrastructure. (c) ESS’s support obligations shall be limited to the functionality of the alsim CLOUD software itself. ESS shall not be responsible for issues caused by the Client’s infrastructure, configuration, or third-party components. (d) All other terms of this Agreement apply equally to Customer-Hosted Deployment unless explicitly excluded.
4. Service Access and Use 4.1. Access Rights The Client is granted access to the alsim CLOUD SaaS platform solely for running simulations, as per the terms specified in the Contract. Access rights are limited, non-exclusive, non-transferable, and intended solely for the Client’s internal use. The Client acknowledges that no software binaries or source code are transferred as part of this access; only simulation results and logs are accessible. The Client agrees to adhere to all applicable terms, conditions, and restrictions associated with each service.
4.2. Use Restrictions The Client is prohibited from: •
Reverse-engineering, decompiling, disassembling, or otherwise attempting to derive the underlying code, processes, or technology of the alsim CLOUD SaaS platform, except where expressly permitted by law or through prior written authorization from the Contractor.
4.3. Client Responsibilities The Client shall ensure that all users accessing the alsim CLOUD SaaS platform comply with the terms and conditions specified in the Contract. The Client is responsible for: • • •
Maintaining the confidentiality of access credentials and preventing unauthorized access. Ensuring their hardware and network environment meets any minimum requirements specified by the Contractor for alsim CLOUD SaaS access. Promptly informing the Contractor of any access issues or interruptions and collaborating to resolve such issues.
4.4. Acceptable Use The Client agrees to use alsim CLOUD SaaS solely for lawful and authorized simulation purposes in compliance with applicable regulations. Any use of the platform to engage in illegal activities, infringe on intellectual property rights, or disrupt platform performance is strictly prohibited.
4.5. Service Interruptions The Contractor will make reasonable efforts to ensure continuous and uninterrupted access to alsim CLOUD SaaS. However, the Contractor reserves the right to temporarily suspend access for maintenance, updates, or other operational reasons. The Contractor will endeavor to provide advance notice, where feasible, and will minimize disruptions.
4.6. Third-Party Software and Services Certain components of the alsim CLOUD SaaS platform may include third-party software or services subject to additional terms and conditions. The Client agrees to comply with these third-party terms where applicable and acknowledges that the Contractor is not liable for the performance or availability of third-party software or services.
4.7. Data Usage and Privacy In order to provide simulation services, the Contractor may process data submitted by the Client. All data processing will be conducted in compliance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679. The Contractor will implement appropriate security measures to protect the Client’s data from unauthorized access.
4.8. Audit Rights To ensure compliance with these terms, the Contractor reserves the right to conduct reasonable audits of the Client’s use of alsim CLOUD SaaS, with or without prior notice and during regular business hours.
4.9. Consequences of Unauthorized Use Any unauthorized use or breach of these terms may result in the immediate suspension, termination of access to alsim CLOUD SaaS, in addition the Contractor reserves the right to seek damages or other legal remedies in such cases.
5. User Accounts and Security 5.1. Account Creation To access certain services, the Client needs to create user account for authorized personnel. The Contractor will provide instructions for setting up accounts as required, and all accounts must be registered under the Client’s corporate entity or authorized personnel as designated by the Client.
5.2. Account Responsibility The Client is solely responsible for maintaining the confidentiality of account credentials (such as usernames, passwords, and access keys) and ensuring that only authorized personnel have access to these credentials. The Client agrees to immediately notify the Contractor of any unauthorized use or suspected compromise of account credentials.
5.3. Account Management The Client shall oversee and manage the access rights of its users and shall promptly deactivate access for any personnel no longer authorized to use the Contractor’s services. The Contractor shall not be responsible for any unauthorized access or actions taken by individuals with valid credentials due to the Client’s failure to deactivate accounts or update access permissions.
5.4. Security Obligations The Contractor will implement industry-standard security measures to protect user accounts and data. These may include, but are not limited to, encryption, access control protocols, and regular security assessments. The Client agrees to follow any additional security procedures recommended by the Contractor to ensure the security of its accounts.
5.5. Client Security Measures The Client is responsible for implementing security measures within its organization to safeguard access to the Contractor’s services. This includes, but is not limited to, using secure networks, managing access permissions, regularly updating passwords, and educating users on safe account practices.
5.6. Reporting Security Incidents In the event of a security breach, suspected data compromise, or any unauthorized access involving the Contractor’s services, the Client shall immediately inform the Contractor. The Contractor will investigate the incident, provide updates on any corrective actions, and may temporarily suspend services to protect data security if necessary.
5.7. Account Suspension and Termination The Contractor reserves the right to suspend or terminate any user account if it suspects unauthorized access, security breaches, or violations of the terms outlined in this Agreement. The Contractor will notify the Client of such actions, where feasible, and work with the Client to resolve any issues to reinstate access.
5.8. Limitations of Liability The Contractor shall not be liable for any loss or damage arising from the Client’s failure to comply with account and security responsibilities. This includes, but is not limited to, unauthorized access resulting from negligence in handling account credentials or insufficient security practices on the Client’s part.
6. Service Levels and Availability 6.1. Service Availability The Contractor shall make all reasonable efforts to ensure the availability of services as specified in the Software-as-aService Service Level Commitments (SaaS SLC), which forms Annex to this Agreement and is binding upon both parties. Unless otherwise stated, services will generally be available 24 hours a day, 7 days a week, excluding scheduled maintenance and events beyond the Contractor's control, such as force majeure incidents.
6.2. Uptime Commitment The Contractor guarantees to maintain an uptime rate of at least 99.9% each calendar month for the services provided, measured at the system level. Downtime due to scheduled maintenance, emergency maintenance, or force majeure events shall not be counted toward this uptime commitment.
6.3. Scheduled Maintenance The Contractor will perform scheduled maintenance to improve and update the service infrastructure. Whenever possible, the Contractor shall notify the Client at least 48 hours in advance of any scheduled maintenance that may affect service availability. Scheduled maintenance will generally be performed outside of peak usage hours to minimize disruption.
6.4. Emergency Maintenance In the event of unexpected issues that require immediate attention to protect service integrity, the Contractor may perform emergency maintenance without prior notice. The Contractor shall inform the Client of the emergency maintenance as soon as practicable and will make efforts to restore services as quickly as possible.
6.5. Service Interruptions If the Contractor foresees or experiences service interruptions beyond regular maintenance, the Contractor shall provide timely updates to the Client on the expected resolution time. The Contractor will work diligently to minimize the duration of any such interruption.
6.6. Support and Response Times The Contractor provides technical support as specified in the SaaS SLC (Annex). Support requests will be categorized by priority level, and response times will align with the SaaS SLC. The Contractor will provide an escalation path for critical issues impacting service availability.
6.7. Remedy for Downtime In cases where the Contractor fails to meet the uptime commitment specified in Section 6.2., the Client may be eligible for a service credit as outlined in the SaaS SLC. Service credits shall be the Client's sole remedy for any downtime or failure to meet the specified uptime commitment. Claims for service credits must be submitted within 30 days following the end of the month in which the downtime occurred.
6.8. Service Level Exclusions The Contractor shall not be responsible for service level failures resulting from: • • •
The Client’s misuse, unauthorized modifications, or failure to use the services as directed; Issues with Client-side equipment, networks, or internet connectivity; Acts of third parties or external factors outside the Contractor’s control, such as DDoS attacks or service interruptions by third-party providers.
6.9. Force Majeure In the event of service disruptions due to force majeure events, including but not limited to natural disasters, government actions, labor disputes, or other unforeseen circumstances beyond the Contractor’s control, the Contractor shall be relieved from the obligation to meet the service level commitments during the period of disruption.
7. Pricing, Billing, and Payment Terms 7.1. Pricing All prices for services, licenses, and products are quoted in Euros unless otherwise stated. The prices outlined in the order confirmation or proposal are exclusive of applicable taxes (e.g., VAT) unless explicitly stated. The Contractor reserves the right to adjust pricing for future services based on changes in market conditions or cost structures, with prior written notification to the Client.
7.2. Billing Cycle The Contractor will issue invoices for services and products as agreed in the order confirmation. Invoices will generally be issued monthly or as per the agreed billing cycle, depending on the nature of the services or products provided. Partial invoices may be issued for projects comprising multiple deliverables or milestones.
7.3. Payment Terms Unless otherwise agreed in writing, all invoices are due for payment within 30 days from the date of receipt of the invoice. Payments must be made in full, free of deductions, and without set-off, to the bank account specified by the Contractor.
7.4. Service Credits In the event that the Contractor fails to meet the agreed service levels as outlined in the Service Levels and Availability in clause 6, the Client may be entitled to service credits as specified in the SaaS SLC. Service credits will be applied to future invoices unless otherwise agreed.
7.5. Currency All payments under this agreement are to be made in the currency specified in the order confirmation or invoice. If no currency is specified, the default currency is Euros.
7.6. Payment Disputes If the Client disputes any portion of an invoice, the Client must notify the Contractor in writing within 30 days from the invoice date, specifying the reasons for the dispute. Both parties will work in good faith to resolve the dispute as quickly as possible. The Client is still required to pay any undisputed amounts by the due date.
7.7. Refunds and Adjustments Refunds or adjustments to invoices will only be issued under exceptional circumstances, such as billing errors or overpayments. Requests for refunds or adjustments must be made within 60 days of receiving the invoice or payment. The Contractor will review the request and, if valid, issue the appropriate refund or adjustment.
8. Data Privacy and Security 8.1. Data Protection Commitment The Contractor is committed to ensuring the privacy and security of all personal and business data processed in the course of providing services to the Client. The Contractor will comply with applicable data protection laws, including the General Data Protection Regulation (GDPR), and other relevant privacy regulations.
8.2. Data Collection and Use The Contractor may collect, store, and process personal data solely for the purpose of performing the agreed-upon services, including but not limited to account management, service delivery, and billing. The Client warrants that it has obtained all necessary consents from data subjects for the processing of personal data as required by applicable laws.
8.3. Data Access and Sharing The Contractor will ensure that only authorized personnel have access to the Client’s data. Data may be shared with third parties only if required for the performance of the services, and only under strict confidentiality agreements with a Client, and data protection measures. The Contractor will not sell, rent, or share Client data with unauthorized third parties for marketing purposes.
8.4. Security Measures The Contractor will implement and maintain appropriate technical and organizational measures to protect the security, confidentiality, and integrity of Client data. These measures include encryption, access controls, and regular security assessments to mitigate risks associated with unauthorized access, alteration, disclosure, or destruction of data.
8.5. Data Breach Notification In the event of a data breach that compromises the confidentiality, integrity, or availability of Client data, the Contractor will notify the Client within 72 hours of discovering the breach. The notification will include details of the breach, the data affected, and the measures taken to mitigate any further impact. The Contractor will cooperate with the Client in any necessary remediation actions.
8.6. Data Retention and Deletion The Contractor will retain Client data only for as long as necessary to fulfill the purposes outlined in this agreement, unless a longer retention period is required by law or necessary for the performance of the services. Upon termination of the agreement or upon the Client’s request, the Contractor will securely delete or return all Client data, as appropriate. User account lifecycle policies are further described in the SaaS SLC (Annex)
8.7. Client’s Data Responsibilities The Client is responsible for ensuring that any data provided to the Contractor for processing is accurate and compliant with applicable data protection laws. The Client must notify the Contractor immediately if any data provided to the Contractor should not be processed or if any data subject withdraws consent for processing.
8.8. Subprocessors The Contractor may use subprocessors to fulfill the obligations under this agreement, provided that the subprocessors are bound by the same data protection obligations as the Contractor. The Contractor will inform the Client in advance of any intended use of subprocessors and provide details on how the subprocessors ensure compliance with data protection regulations.
9. Confidentiality 9.1. Obligation of Confidentiality Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the course of the Agreement. Confidential Information includes, but is not limited to, business plans, financial data, proprietary software, Client data, trade secrets, marketing strategies, and any other information marked as confidential or which a reasonable person would consider confidential under the circumstances of its disclosure.
9.2. Use of Confidential Information The receiving party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing party. The receiving party will take all necessary precautions to protect the confidentiality of the information, using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care.
9.3. Exclusions from Confidential Information The confidentiality obligations shall not apply to information that: • • • • •
Is or becomes publicly available through no fault of the receiving party; Was already in the receiving party’s possession without breach of any confidentiality obligation prior to its disclosure; Is lawfully received from a third party who has the right to disclose such information; Is independently developed by the receiving party without reference to the Confidential Information; or Is required to be disclosed by law or court order, provided that the receiving party promptly notifies the disclosing party in writing prior to any disclosure and cooperates in any efforts to limit such disclosure.
9.4. Duration of Confidentiality Obligations The confidentiality obligations under this Agreement shall remain in effect during the term of the Agreement and for a period of 5 years after its termination or expiration, except where longer retention periods are required by applicable law.
9.5. Return or Destruction of Confidential Information Upon termination or expiration of this Agreement, or upon the disclosing party’s written request, the receiving party shall promptly return or securely destroy all Confidential Information in its possession, including any copies, notes, or records made from such information, and provide written certification of such return or destruction.
9.6. No License or Rights Nothing in this Agreement grants the receiving party any rights, title, or interest in or to the Confidential Information, except as necessary to perform the obligations under this Agreement. The receiving party acknowledges that all Confidential Information remains the exclusive property of the disclosing party.
9.7. Breach of Confidentiality In the event of a breach or threatened breach of this confidentiality obligation, the disclosing party shall be entitled to seek injunctive relief, including but not limited to a court order to prevent further disclosure or misuse of the Confidential Information, in addition to any other legal remedies available.
9.8. Subcontractors and Affiliates The receiving party may disclose Confidential Information to its subcontractors, employees, or affiliates only to the extent necessary to fulfill its obligations under this Agreement, provided that such parties are bound by confidentiality obligations at least as restrictive as those set forth in this clause.
10. Intellectual Property Rights 10.1. Ownership of Intellectual Property The Contractor retains all rights, title, and interest in and to any intellectual property (IP) created, developed, or provided under this Agreement, including but not limited to software, designs, documentation, methodologies, and inventions, whether patented or not. The Client acknowledges that no rights, title, or interest in any IP provided by the Contractor are transferred under this Agreement except as expressly granted.
10.2. Restrictions on Use The Client agrees not to: • • •
Reverse engineer, decompile, or disassemble any software provided by the Contractor; Use the IP in any manner that infringes the rights of the Contractor or any third parties; Modify, adapt, or create derivative works based on the IP without prior written consent from the Contractor.
10.3. License for Client Materials To the extent that the Client provides any materials, data, or content (collectively, “Client Materials”) to the Contractor for the provision of services under this Agreement, the Client grants the Contractor a non-exclusive, worldwide, royaltyfree, and sublicensable license to use, modify, reproduce, and incorporate the Client Materials into the services provided under this Agreement. This license is granted solely for the purpose of performing the services outlined in this Agreement. Notwithstanding this license, the Client retains full ownership of all Client Materials, and no transfer of ownership rights is implied or granted under this Agreement.
10.4. Developed IP Any intellectual property developed by the Contractor specifically for the Client under this Agreement (e.g., custom software, modifications, or enhancements) will be owned by the Contractor, unless explicitly agreed otherwise in writing. The Client will receive a license to use.
10.5. Third-Party IP The Client acknowledges that certain components or elements of the services may incorporate third-party software or materials, which are subject to separate licensing terms. The Client agrees to comply with all applicable third-party licensing requirements and to indemnify the Contractor for any breach of such terms.
10.6. Infringement of Third-Party Rights If either party becomes aware of any infringement of third-party intellectual property rights relating to the services the party aware of the infringement must promptly notify the other party. The Contractor will have the right to defend, settle, or resolve any third-party claims regarding intellectual property infringement, at its discretion.
10.7. Ownership of Modifications Any modifications or enhancements made to the Contractor’s software by the Client or its third parties without the prior written consent of the Contractor will remain the intellectual property of the Client or third parties, provided that such modifications do not infringe upon the Contractor’s underlying IP rights.
10.8. Transfer of Rights If the Client wishes to acquire full ownership of any developed IP, including software, such a transfer of ownership may be negotiated separately. Any such transfer will require a separate written agreement that specifies the terms, including any associated costs and royalties.
10.9. Survival of Rights The rights and obligations of the parties under this clause shall survive the termination or expiration of this Agreement.
11. Client Responsibilities and Obligations 11.1. Compliance with Applicable Laws The Client shall comply with all applicable laws, regulations, and industry standards in relation to the use of the services and the data provided to the Contractor. This includes, but is not limited to, data protection laws, export control regulations, and intellectual property laws.
11.2. Cooperation and Communication The Client shall cooperate fully with the Contractor and provide timely responses to requests for information, approvals, or decisions required for the delivery of the services. This includes ensuring that any necessary approvals are obtained and that the Client’s personnel are available to communicate with the Contractor as needed.
11.3. Security and Protection of Data The Client is responsible for ensuring the security and protection of any data provided to the Contractor for use in the services. This includes ensuring that data is accurate, complete, and lawful to process. The Client is also responsible for securing their own systems and networks to prevent unauthorized access or breaches that could impact the services.
11.4. Usage of the Service The Client agrees to use the services solely for the purpose set forth in this Agreement and not for any unlawful or prohibited activities. The Client shall not interfere with the operation of the services, systems, or networks provided by the Contractor or by any third parties engaged by the Contractor.
11.5. Maintenance of Software The Client is responsible for ensuring that any software or hardware required for the service is properly maintained. The Client shall promptly apply any updates, patches, or upgrades to ensure the continued functionality and security of the service.
11.6. Notification of Issues The Client must promptly notify the Contractor of any issues, errors, or problems encountered while using the services. This includes issues related to service availability, performance, or data integrity. The Client must provide sufficient detail and context to assist the Contractor in troubleshooting and resolving the issue.
11.7. Indemnification The Client agrees to indemnify, defend, and hold harmless the Contractor from any claims, damages, or liabilities arising from the Client’s failure to fulfill its obligations under this Agreement, including but not limited to claims related to data breaches, intellectual property infringements, and non-compliance with applicable laws.
11.8. Payment Obligations The Client is responsible for ensuring timely payment of any amounts due under this Agreement, in accordance with the terms specified in the Pricing, Billing, and Payment Terms section. Failure to meet payment obligations may result in the suspension or termination of services.
11.9. Subcontracting and Third-Party Relationships If the Client engages third-party suppliers, contractors, or partners to assist with or contribute to the services provided under this Agreement, the Client is responsible for ensuring that such third parties comply with the obligations set forth in this Agreement, particularly in relation to data security, confidentiality, and compliance with laws.
12. Service Modifications and Updates 12.1. Right to Modify Services The Contractor reserves the right to modify, enhance, or discontinue any part of the services provided under this Agreement, including software, tools, and functionalities. Such modifications may be made to improve service performance, security, or compliance with regulatory requirements. The Contractor will make reasonable efforts to notify the Client of significant changes that may impact the use of the services.
12.2. Updates and Patches The Contractor shall provide updates, patches, and new releases for the services as needed to maintain security, performance, and functionality. These updates may include bug fixes, performance improvements, and enhancements to existing features.
12.3. Scheduled Maintenance The Contractor may, from time to time, schedule maintenance to ensure the optimal performance of the services. Maintenance may include server upgrades, software updates, security patches, and system enhancements. The Contractor will make reasonable efforts to provide the Client with advance notice of any planned maintenance that could impact service availability, and will work to minimize disruption during such periods.
12.4. Unscheduled Maintenance In the event of emergency maintenance required to address critical security vulnerabilities, system failures, or other urgent issues, the Contractor may perform unscheduled maintenance without prior notice. The Contractor will make reasonable efforts to restore services as quickly as possible and minimize any potential impact to the Client.
12.5. New Features and Functionalities The Contractor may introduce new features or functionalities to the services at its discretion. These features may be included as part of standard service updates or offered as premium add-ons. The Client will be informed of any new features, and the Contractor will provide relevant documentation to help the Client understand how to use these new capabilities.
12.6. Client Requests for Modifications The Client may request modifications or customizations to the services, including additional features, integrations, or enhancements. Such requests will be evaluated by the Contractor, and additional fees may apply based on the scope of the modifications. Any agreed-upon modifications will be documented and invoiced separately as per the Pricing, Billing, and Payment Terms section.
12.7. Impact on Service Availability Modifications or updates to the services may occasionally impact service availability, either temporarily or permanently. The Contractor will strive to ensure that any such impact is minimized and that the Client is informed of any expected downtime or disruptions. However, the Contractor does not guarantee uninterrupted service availability.
12.8. Client’s Responsibility for Compatibility The Client is responsible for ensuring that their systems, applications, and hardware remain compatible with any updates or modifications made to the services. The Contractor will provide support to assist the Client in adapting to significant service changes, but the Client must proactively address any compatibility issues that arise from updates.
12.9. Termination of Outdated Services The Contractor reserves the right to phase out or discontinue support for outdated versions of software, services, or features. In such cases, the Contractor will provide the Client with reasonable notice and, if applicable, offer a migration path to newer versions or alternatives. The Client agrees to transition to supported versions within the specified time frame to avoid service disruptions.
12.10. Notification of Changes The Contractor will make reasonable efforts to notify the Client of any significant modifications, updates, or changes to the services, including any changes that could affect functionality, pricing, or terms of use. Such notifications may be provided via email, online portal, or other communication methods agreed upon by the parties.
12.11. Exclusions from Modifications Certain changes or modifications to the services may not be covered by this section, including those resulting from third-party services or changes outside the Contractor’s control (e.g., changes in laws, regulations, or third-party software). In such cases, the Client will be informed of any potential impact to the services, but the Contractor is not responsible for resolving issues arising from external factors.
12.12. No Guarantee of Custom Requests While the Contractor will consider requests for custom modifications or services, there is no guarantee that such requests will be accepted or completed. All custom modifications are subject to availability, feasibility, and additional costs, which will be determined on a case-by-case basis.
13. Term, Suspension, and Termination 13.1. Term of Agreement This Agreement shall commence on the Effective Date and continue in effect for an initial term of 1 year unless terminated earlier in accordance with the provisions of this clause. Upon expiration of the initial term, the Agreement may automatically renew for successive renewal periods of 1 year unless either party provides written notice of nonrenewal at least 60 days prior to the end of the current term.
13.2. Termination for Convenience Either party may terminate this Agreement for convenience by providing written notice to the other party at least 90 days in advance of the intended termination date. In such case, any fees or charges incurred up until the effective date of termination shall remain payable.
13.3. Termination for Cause Either party may terminate this Agreement for cause if the other party: a) Materially breaches any term of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach. b) Becomes insolvent, files for bankruptcy, or enters into any arrangement with creditors that affects its ability to perform its obligations under this Agreement. c) Engages in fraudulent or illegal activities that could negatively affect the reputation or operations of the terminating party.
13.4. Effect of Termination Upon termination of this Agreement, for any reason: a) All rights and licenses granted to the Client under this Agreement shall immediately terminate. b) The Client shall cease all use of the services, including accessing and using any data stored or processed under this Agreement. c) Each party shall return or destroy any confidential information belonging to the other party, in accordance with the Confidentiality provisions of this Agreement. d) The Client shall pay any outstanding fees for services rendered up until the termination date, in accordance with the Pricing, Billing, and Payment Terms.
13.5. Suspension of Service The Contractor may suspend or limit the Client’s access to the services at any time if: a) The Client fails to make payments when due and does not cure the default within 15 days from the due date. b) The Client is in violation of the terms of this Agreement, including misuse of the services, unauthorized access, or any other breach that jeopardizes the Contractor’s system security or integrity. c) The Client’s use of the services poses a threat to the security, performance, or reputation of the Contractor’s systems. Suspension will be for no longer than 30 days unless the breach or issue is resolved. The Contractor will provide the Client with notice of suspension, including the reason for suspension, and access will be reinstated once the issue is resolved.
13.6. Emergency Suspension In the event of an emergency, such as a security breach or significant system failure, the Contractor reserves the right to immediately suspend the Client’s access to the services without prior notice. The Contractor will notify the Client as soon as possible and work to resolve the issue promptly.
13.7. Termination by Client for Breach The Client may terminate this Agreement immediately if the Contractor materially breaches any of its obligations under this Agreement and fails to remedy the breach within 30 days following receipt of written notice from the Client. A material breach is defined as any failure by the Contractor to perform the core obligations of this Agreement, including but not limited to, non-delivery of services, failure to meet agreed-upon service levels, or failure to maintain required security measures. In such cases, the Client shall be entitled to a refund of any prepaid fees for services not yet provided. The refund will be processed within 30 days from the termination date, subject to any applicable deductions for costs already incurred by the Contractor.
13.8. Post-Termination Support Upon termination or expiration of this Agreement, the Contractor may offer a limited period of post-termination support to assist the Client with transitioning to another service provider. The availability and terms of such support, if any, will be agreed upon in writing between the parties prior to termination.
13.9. Termination for Force Majeure Either party may terminate this Agreement if a force majeure event, as defined in Force Majeure clause, continues for a period of 60 days and significantly impairs the ability of either party to perform its obligations under this Agreement. A force majeure event includes, but is not limited to, acts of nature, war, terrorism, pandemics, labor strikes, or other events beyond the reasonable control of the affected party. Upon such termination, neither party shall be liable for any breach caused by the force majeure event. Both parties agree to take all reasonable efforts to mitigate the impact of such an event during its occurrence.
13.10. Obligations Upon Termination Upon termination of this Agreement, both parties agree to fulfill any obligations that remain outstanding as of the termination date, including any financial or legal obligations. The Client’s obligations to pay fees due for services provided up until termination will survive the termination of this Agreement.
13.11. Survival of Provisions The following provisions shall survive the termination of this Agreement: a) b) c) d) e) f) g)
Confidentiality Intellectual Property Rights Indemnification Limitation of Liability Dispute Resolution Payment of Outstanding Fees Any other provisions that by their nature are intended to survive termination.
13.12. Rights of Termination Not Exclusive Termination under this clause is in addition to and not exclusive of any other rights or remedies that the terminating party may have under this Agreement or applicable law.
14. Warranties and Disclaimers 14.1. Contractor's Warranties The Contractor warrants that: a) The services will be performed in a professional and workmanlike manner, consistent with industry standards. b) The services provided will substantially conform to the descriptions and specifications provided in this Agreement and any associated documentation. c) It has the necessary expertise, skills, and resources to perform the services as described in this Agreement. d) It will comply with all applicable laws and regulations in the performance of its obligations under this Agreement.
14.2. Client’s Warranties The Client warrants that: a) It has the full power and authority to enter into and perform its obligations under this Agreement. b) It will use the services in compliance with all applicable laws and regulations.
c) It will not use the services for any illegal or unauthorized purpose. d) Any information or data provided by the Client to the Contractor for the provision of services is accurate, complete, and not misleading.
14.3. No Warranty on Third-Party Services The Contractor makes no warranty regarding third-party services, software, or products that are integrated with the services or provided to the Client as part of the solution. The Client acknowledges and agrees that third-party services may be subject to separate terms and conditions, and the Contractor shall not be liable for any issues arising from such third-party services.
14.4. Disclaimer of Implied Warranties Except as expressly provided in this Agreement, the Contractor disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The services are provided "as is" and "as available," and the Contractor does not warrant that the services will meet the Client’s requirements or be uninterrupted, error-free, or free from defects.
14.5. Exclusion of Certain Liabilities The Contractor shall not be liable for: a) Any loss or damage arising from the use or inability to use the services, including any loss of data or profit, regardless of whether the Contractor was advised of the possibility of such damages. b) Any indirect, incidental, special, or consequential damages arising out of or in connection with the use of the services.
14.6. Limitation of Liability To the maximum extent permitted by law, the Contractor’s total liability under this Agreement shall not exceed the total amount paid by the Client to the Contractor for the services during the 12 months immediately preceding the event giving rise to the liability. This limitation of liability applies to all causes of action, including but not limited to breach of contract, tort, negligence, or any other legal theory.
14.7. Force Majeure Disclaimer The Contractor shall not be liable for any delay or failure in performance of its obligations under this Agreement if such delay or failure is caused by an event of force majeure, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or any other event beyond the reasonable control of the Contractor.
14.8. No Warranty on Data Security While the Contractor takes reasonable measures to ensure the security and confidentiality of data, the Contractor does not guarantee that data transmitted via the services will be secure or protected against unauthorized access or disclosure. The Client is responsible for ensuring the security of its own data and systems.
14.9. Third-Party Warranties The Client acknowledges that any warranties provided by third parties, including but not limited to software, applications, or systems used in conjunction with the services, are subject to the terms and conditions of such thirdparty providers and not the Contractor. The Contractor does not provide any warranties or guarantees regarding thirdparty products.
14.10. No Warranty on Uninterrupted Services The Contractor does not warrant that the services will be uninterrupted or error-free. The Client acknowledges that the services may experience downtime due to scheduled maintenance, force majeure events, or other factors outside the Contractor’s control.
14.11. Client Responsibility for Backups The Contractor does not warrant that data will be backed up automatically or that data recovery will be possible in the event of data loss. The Client is responsible for maintaining adequate backups of its data and ensuring the integrity of its systems.
14.12. Indemnification for Breaches The Client agrees to indemnify, defend, and hold the Contractor harmless from any and all claims, damages, liabilities, and expenses (including legal fees) arising from the Client’s breach of this Agreement, misuse of the services, or violation of any applicable law or third-party rights.
14.13. No Guarantee of Results The Contractor does not guarantee any specific results or outcomes from the use of the services, including but not limited to business success, revenue generation, or performance improvements.
14.14. Survival of Disclaimers and Limitations The disclaimers and limitations of liability contained in this clause shall survive the termination or expiration of this Agreement.
15. Indemnification 15.1. Indemnification by the Contractor The Contractor agrees to indemnify, defend, and hold harmless the Client, its affiliates, officers, directors, employees, and agents (the “Client Indemnitees") from and against any and all claims, damages, liabilities, costs, expenses (including reasonable attorneys fees), and losses arising out of or in connection with: • • • •
Any breach by the Contractor of its representations, warranties, or obligations under this Agreement. Any claim that the services, when used in accordance with this Agreement, infringe any intellectual property rights of a third party. The Contractor’s gross negligence or willful misconduct in the provision of the services. Any claim related to the Contractor’s violation of applicable laws, regulations, or standards.
15.2. Indemnification by the Client The Client agrees to indemnify, defend, and hold harmless the Contractor, its affiliates, officers, directors, employees, and agents (the "Contractor Indemnitees") from and against any and all claims, damages, liabilities, costs, expenses (including reasonable attorneys fees), and losses arising out of or in connection with: • • • •
Any breach by the Client of its representations, warranties, or obligations under this Agreement. Any claim that the Client’s data, materials, or content provided to the Contractor violates or infringes upon the rights of a third party, including intellectual property rights. The Client’s use of the services in a manner not authorized by this Agreement. Any claim related to the Client’s violation of applicable laws, regulations, or standards.
15.3. Indemnification Procedure The indemnified party shall promptly notify the indemnifying party in writing of any claim, action, or proceeding for which indemnification is sought (the "Claim"). Failure to provide such notice shall not relieve the indemnifying party of its obligations under this Agreement, except to the extent that the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right to control the defense of any Claim, provided that the indemnified party may participate in the defense at its own expense with counsel of its choosing. The indemnifying party shall not settle any Claim without the indemnified party's prior written consent, unless such settlement involves only the payment of money and does not affect the indemnified party’s rights or obligations.
15.4. Limitations on Indemnification The indemnification obligations under this Agreement shall not apply to the extent that a claim arises from: • • •
The indemnified party's gross negligence or willful misconduct. Any act, omission, or event that is beyond the reasonable control of the indemnifying party. Claims arising out of the indemnified party’s failure to comply with its own obligations under this Agreement.
15.5. No Waiver of Rights Nothing in this clause shall limit the indemnifying party’s obligations under this Agreement, or affect any other rights or remedies that the indemnified party may have under law or equity.
15.6. Survival of Indemnity Obligations The obligations of indemnification under this Agreement shall survive the termination or expiration of the Agreement for a period of one year after the termination or expiration date, provided that the indemnifying party shall remain liable for any Claims made before such expiration. This period may be extended depending on the nature of the indemnified claims or applicable law.
15.7. Indemnification for Third-Party Claims The indemnifying party shall be liable for any damages, losses, or liabilities arising from third-party claims, regardless of whether such claims are initiated by Clients, competitors, or other third parties, provided such claims fall within the scope of the indemnification provisions set forth in this Agreement.
15.8. Right to Defend The indemnified party shall have the right to participate in the defense of any Claim at its own expense. If the indemnified party chooses to assume its own defense of a Claim, the indemnifying party shall no longer have the responsibility to defend the Claim, but the indemnifying party will remain liable for any judgment or settlement.
15.9. Cooperation in Defense The indemnified party agrees to cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense of any Claim, including providing access to documents, information, and witnesses necessary to facilitate the defense of the Claim.
15.10. Exclusions from Indemnification Indemnification obligations shall not apply to any claim that results from: • • •
Use of the services in violation of this Agreement or any applicable laws or regulations. Unauthorized modification of the services by the Client or any third party. Claims that are based on the indemnified party’s use of the services in combination with any third-party product or service that was not authorized or provided by the Contractor.
15.11. Indemnification for Data Loss or Breach The Contractor shall indemnify the Client for any data breach or loss caused by the Contractor’s failure to adhere to data protection and security standards, as described in the Data Privacy and Security section of this Agreement. However, this indemnification will not apply if the data breach or loss is caused by the Client’s failure to maintain the security of its own systems.
15.12. Indemnification for Legal Costs In the event of a Claim under this clause, the indemnifying party shall pay the reasonable legal fees and costs incurred by the indemnified party in defending the Claim, provided that such costs are directly related to the indemnification and are not the result of unnecessary delays or misconduct by the indemnified party.
15.13. Exclusive Remedy The indemnification obligations set forth in this clause are the sole and exclusive remedy available to the indemnified party for any damages, losses, or liabilities arising from third-party claims or actions covered under this Agreement, except for any claims arising from fraud or willful misconduct.
16. Force Majeure 16.1. Definition of Force Majeure For the purposes of this Agreement, "Force Majeure" shall mean any event or circumstance beyond the reasonable control of either party, which prevents or delays the performance of its obligations under this Agreement. Such events may include, but are not limited to: • • • • • • •
Natural disasters (e.g., earthquakes, floods, hurricanes, tornadoes, fires). Acts of war, terrorism, civil unrest, or rebellion. Government actions, regulations, or orders (including trade restrictions, quarantines, or import/export bans). Labor disputes, strikes, or other industrial actions. Failure of utilities or transportation systems (e.g., power outages, internet disruptions, or transportation strikes). Epidemics or pandemics (e.g., COVID-19 or other global health crises). Acts of God or other events that are not foreseeable or preventable by the affected party.
16.2. Notice of Force Majeure Event The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure event, detailing the nature of the event, the anticipated duration of the delay, and the impact on the performance of its obligations under this Agreement. The notice must be provided as soon as reasonably possible after the Force Majeure event occurs.
16.3. Suspension of Obligations Upon the occurrence of a Force Majeure event, the affected party shall be excused from the performance of its obligations under this Agreement to the extent that such obligations are affected by the Force Majeure event. The affected party’s time for performance shall be extended by the duration of the Force Majeure event, provided that such suspension of performance does not exceed thirty (30) days.
16.4. Mitigation of Effects The affected party shall take all reasonable steps to mitigate the effects of the Force Majeure event and to resume performance of its obligations as soon as practicable. The party claiming Force Majeure shall continue to perform all other obligations not affected by the Force Majeure event.
16.5. Termination for Extended Force Majeure If the Force Majeure event continues for a period exceeding ninety (90) days, either party may terminate this Agreement by providing written notice to the other party. In the event of termination due to Force Majeure, neither party shall be liable for any damages or losses resulting from such termination, except for obligations accrued prior to the Force Majeure event.
16.6. Force Majeure Exclusions Force Majeure shall not apply to the following: • •
Any failure or delay due to the inability of a party to meet financial obligations, including payment for services rendered under this Agreement. Delays in performance caused by normal business disruptions or operational inefficiencies not directly related to the Force Majeure event.
16.7. No Liability for Force Majeure Neither party shall be liable for any delay or failure to perform its obligations under this Agreement caused by a Force Majeure event. However, each party shall remain liable for its obligations under this Agreement that are not affected by the Force Majeure event.
16.8. Duration of Force Majeure The period of Force Majeure shall be measured from the date of the Force Majeure event and shall continue until the event ceases to prevent the affected party from performing its obligations. Upon cessation of the Force Majeure event, the affected party shall promptly notify the other party and resume performance as soon as possible.
16.9. Force Majeure and Payments Force Majeure shall not affect any obligation for payments due under this Agreement. Both parties remain obligated to pay all sums due to the other under this Agreement, provided that the payment obligations are not delayed by Force Majeure events.
17. Dispute Resolution and Governing Law 17.1. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Steyr, Austria, without regard to its conflict of law principles.
17.2. Dispute Resolution Procedure In the event of any dispute, claim, or controversy arising out of or in connection with this Agreement, the parties agree to the following procedure:
17.2.1. Negotiation The parties shall first attempt to resolve the dispute through good faith negotiation. Either party may initiate this process by providing written notice to the other party, setting forth the nature of the dispute. The parties shall make reasonable efforts to meet in person or via telephone/video conference to discuss the matter and attempt to resolve the dispute amicably within thirty (30) from the date of the notice.
17.2.2. Further Dispute Resolution If the dispute is not resolved within the negotiation period, the parties may agree to proceed with either mediation or binding arbitration before pursuing litigation, with specific terms to be mutually agreed upon at that time.
17.2.3. Mediation If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to mediation. Mediation shall be conducted in accordance with the rules of the Vienna International Arbitral Centre (VIAC) or another mutually agreed-upon mediation organization. The mediation may take place in Vienna, Austria, or, if agreed by both parties, through virtual mediation. The parties shall share the costs of mediation equally unless otherwise agreed.
17.2.4. Arbitration If mediation does not resolve the dispute within sixty (60) days of initiation, the parties agree that the dispute shall be settled by binding arbitration. Arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (ICC) or another mutually agreed-upon arbitration organization. The arbitration may take place in Vienna, Austria, or via virtual arbitration if both parties consent. The arbitration proceedings shall be conducted in English. The decision rendered by the arbitrator(s) shall be final and binding, and judgment on the award may be entered in any court with appropriate jurisdiction.
17.3. Exceptions to Dispute Resolution Procedure Notwithstanding the above dispute resolution procedure, either party may seek injunctive relief or other equitable remedies from a court of competent jurisdiction without first engaging in negotiation, mediation, or arbitration. This provision is intended to allow either party to seek immediate relief in cases where a dispute may cause irreparable harm or immediate financial loss.
17.4. Legal Costs and Fees In the event of any arbitration or litigation arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable legal costs and fees, including attorney’s fees, from the non-prevailing party.
17.5. Waiver of Jury Trial The parties hereby waive their right to a jury trial in any dispute, claim, or action arising under or relating to this Agreement. The waiver applies to any action or proceeding, including but not limited to arbitration, litigation, or any other form of dispute resolution.
17.6. Continued Performance During the dispute resolution process, both parties agree to continue performing their obligations under this Agreement, except for those obligations directly affected by the dispute, unless otherwise agreed in writing.
17.7. Forum Selection Any action, proceeding, or dispute resolution under this Agreement shall be conducted in the courts of Steyr, Austria, and each party submits to the exclusive jurisdiction of such courts for the purposes of any legal action or proceeding.
18. Amendments to the Terms 18.1. Right to Amend The Contractor reserves the right to amend, modify, or update these Terms at any time. Any such amendments will become effective upon being posted on the Service’s website or communicated to the Client by other means, such as email or in-app notification. The Contractor will make reasonable efforts to provide notice of any significant changes to these Terms.
18.2. Client Acknowledgment By continuing to use the Service after any amendments to the Terms become effective, the Client acknowledges and agrees to be bound by the revised Terms. If the Client does not agree with the updated Terms, the Client must cease using the Service and may request termination of their account as provided in Term, Suspension, and Termination.
18.3. Material Changes In the event of any material changes to the Terms that substantially affect the Client’s rights or obligations, the Contractor will provide prior notice to the Client through a reasonable method, such as email or on-screen notification. The Client will be required to accept the updated Terms to continue using the Service.
18.4. No Retroactive Changes Any amendments or modifications to the Terms will apply only to actions occurring after the effective date of the amendment and will not be applied retroactively unless expressly stated otherwise.
19. Miscellaneous Provisions 19.1. Entire Agreement These Terms, along with any documents expressly incorporated herein, constitute the entire agreement between the Contractor and the Client regarding the Service. Any prior agreements, understandings, or representations related to the subject matter of these Terms are superseded by this agreement.
19.2. Severability If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision will be replaced by a valid provision that closely reflects the original intent of the parties.
19.3. Waiver No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and the Contractor's failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
19.4. Assignment The Client may not assign or transfer any of its rights or obligations under these Terms without the prior written consent of the Contractor. The Contractor may assign or transfer its rights and obligations under these Terms without the Client's consent.
19.5. Relationship of the Parties The relationship between the Contractor and the Client is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between the parties.
19.6. Headings The headings used in these Terms are for convenience only and shall not affect the interpretation or construction of these Terms.
19.7. Survival Any provision of these Terms that by its nature is intended to survive termination, including but not limited to indemnification, confidentiality, and limitations of liability, shall survive the termination or expiration of this agreement.
19.8. No Third-Party Beneficiaries These Terms are for the exclusive benefit of the parties and their permitted assigns. Nothing in these Terms is intended to confer any rights or remedies to any third party.
19.9. Notice Any notice required or permitted under these Terms shall be given in writing and delivered by email or via the Service's notification system. Notices to the Client will be sent to the email address or account information provided by the Client. Notices to the Contractor shall be sent to the contact information specified on the Service's website.
20. Notices 20.1. Method of Notice Any notice, consent, approval, request, demand, or other communication required or permitted under these Terms shall be given in writing and delivered by one of the following methods:
• • •
Email sent to the designated email address of the recipient, as provided by the recipient in the registration or account details; Postal mail to the recipient's registered address, if applicable; Through the Service's notification system or other designated platform features.
20.2. Notice to the Client Notices to the Client will be sent to the email address or contact information provided by the Client during account creation or subsequent updates. It is the Client's responsibility to ensure that the contact information is accurate and up to date.
21.3. Notice to the Contractor Notices to the Contractor shall be sent to the contact information provided on the Service’s website or in the agreement. The Contractor may update its contact information from time to time, and such updates will be provided to the Client.
21.4. Effective Date of Notice Notices will be deemed to be effective on the date of delivery, as follows: • • •
If sent by email, upon successful transmission and receipt by the recipient; If sent by postal mail, on the date of receipt, as indicated by the return receipt or delivery confirmation; If sent via the Service's notification system, upon posting and successful delivery notification.
21.5. Changes to Contact Information Each party shall promptly notify the other of any change in its contact details (email, physical address, etc.). Failure to notify the other party of such changes shall not affect the validity of any notices delivered to the previous contact information.
21.6. Language of Notice Notices shall be provided in the language of these Terms or as otherwise specified in the agreement.
21. Acceptance of Terms 21.1. Agreement to Terms By accessing or using the Service, the Client agrees to comply with and be bound by these Terms and Conditions. If the Client does not agree to these Terms, they must refrain from using the Service. Continued use of the Service after the publication of any changes to these Terms will be deemed acceptance of those changes.
21.2. Binding Agreement These Terms, together with any applicable agreements or orders entered into between the parties, form a binding legal agreement between the Client and the Contractor. This agreement supersedes all prior agreements, understandings, and communications between the parties regarding the subject matter of these Terms.
21.3. Electronic Acceptance The Client acknowledges and agrees that by clicking on "I agree" or any similar button, or by using the Service, the Client has executed this agreement electronically. The Client’s electronic acceptance shall be as legally binding as a physical signature.
21.4. Modifications to Terms The Contractor reserves the right to modify these Terms at any time. Any changes to these Terms will be communicated to the Client, and continued use of the Service after such modifications constitutes acceptance of the modified Terms.
21.5. Right to Reject The Client has the right to reject these Terms, in which case they must discontinue using the Service. Rejection of these Terms may result in the termination of the Service or account.
21.6. Duration of Acceptance The Client’s acceptance of these Terms is effective for the duration of the use of the Service, unless otherwise stated in a separate written agreement.