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PROOF OF CONCEPT – Terms and Conditions

Updated: December 1, 2023

Preamble

These Proof of Concept Terms and Conditions (T&Cs) exclusively apply for any Proof of Concept Agreement with BotGuard includes these T&Cs by reference.

Application of T&C

• The Company’s or any other general terms and conditions are expressly rejected.
• Alterations or additions to these T&Cs or associated agreements must be in writing to be valid, including the revocation of this written form clause.

Modification

BotGuard may modify these T&Cs and will notify the Company; the changes will take effect unless the Company objects within four weeks of notification.

Order and Service

• BotGuard’s offers are non-binding until confirmed by BotGuard or by the commencement of action based on the Company’s order.
• The scope of Service is determined by BotGuard, with BotGuard retaining discretion over the method and type of Service provision unless otherwise agreed.

Assignment

• The Company may not transfer its rights and obligations without the prior written consent of BotGuard.
• The Services will be performed by BotGuard’s personnel, and the Company may not instruct BotGuard’s personnel.
• BotGuard may engage subcontractors or third parties to fulfill contractual obligations.

Advice

• BotGuard’s contracts do not inherently include advisory or informational services unless specified. Such statements, if given, are non-binding suggestions.
• The Companies should seek written confirmation for oral statements of significant importance or for those serving as a basis for crucial decisions.

Non-Interference

The Company may not alter, modify, or interfere in any way with the integration and development of the Service without the express written consent of BotGuard.

Support

The Company must provide necessary support for their end-customers at their own expense for BotGuard’s Service provision.

Fees

• Prices are net of VAT and based on BotGuard’s current price list unless otherwise specified.
• BotGuard may require advance payments for the whole or parts of a Service.
• Cost estimates provided by BotGuard are non-binding, with immediate notification if costs are to exceed estimates.
• BotGuard may charge for any services used beyond PoC termination under its applicable pricing policy.

Terms and schedules

• Schedules are initially estimated based on information provided by the Company and may be subject to revision. Delays caused by the Company do not constitute a default by BotGuard, and any additional costs incurred by such delays are borne to the Company.
• BotGuard reserves the right to extend the initial term of a PoC if deemed necessary at its discretion. The PoC will be considered extended unless explicitly denied by the Company.

Limitation of Liability

• BotGuard shall be held harmless and indemnified against any losses, damages, liabilities, claims, costs, penalties, or expenses that may occur as a direct result of any wrongful acts, omissions, or breaches of contract by the Company. This indemnification will protect BotGuard from any financial or legal repercussions arising from such incidents attributable to the Company’s actions or negligence.
• BotGuard is liable for intentional or gross negligence and for damages to life, body, and health arised in connection with the PoC. The liability of BotGuard to the Company is limited to the amount of the PoC Fee specified in the Agreement and actually paid by the Company to BotGuard.

Risk Notification

The Company must notify BotGuard of any specific risks to life, health, or potential substantial financial losses linked to the PoC. If the Company fails to disclose such risks, BotGuard shall be indemnified and held harmless from any resulting damages.

No third-party rights

The Company ensures no third-party rights are infringed by materials provided to BotGuard and will indemnify BotGuard against any such claims.

Force Majeure

Parties are exempt from performance obligations in the event of force majeure or other serious, unforeseeable events.

Non-solicitation

The Company agrees not to solicit BotGuard’s personnel for one year after the contract ends and is liable for damages otherwise.

Marketing

Each Party reserves the right to mention the other Party for marketing purposes, including in online materials and in the media. In the event that such publication goes beyond the mention of the company name or the use of the logo on the site, both Parties shall not make any public statement (whether written or oral) to media or otherwise relating to the affairs of the other Party and shall not write any article for publication on the matter concerned with the business or other affairs of the other Party without the prior consent of the other Party’s Representative.

Confidential information

Both Parties agree to maintain the confidentiality of all Confidential Information during the term of a PoC and for a period of 2 years following its termination. Confidential Information must not be used or disclosed except as necessary for fulfilling obligations under a PoC. This includes but is not limited to financial data, business dealings, contractual agreements, business plans, marketing strategies, customer and supplier details, product and service information, technology and methodologies, intellectual property, client list, pricing list, marketing and sales strategy, and employee information. Any information marked as confidential or reasonably considered to be confidential by business standards also falls under this obligation. Both Parties commit to immediately notifying the other if they suspect any breach of this confidentiality.

Intellectual property rights

• All intellectual property rights (IPR), encompassing worldwide intellectual and industrial property rights and similar rights, remain the sole property of their respective owners. These include copyrights, design rights, patents, trademarks, service marks, software rights, trade secrets, and other forms of intellectual property, along with any renewals, extensions, and rights to sue for infringements.
• Neither Party is granted any rights, titles, interests, or licenses to the other party’s IPR. Specifically, the Company’s use of BotGuard’s Service is strictly limited to the terms described in a PoC, and nothing in this PoC or these T&Cs implies a transfer of IPR ownership from BotGuard to the Company.
• Parties are prohibited from using the other’s IPR for unsolicited commercial email or in any manner violating applicable laws or customs.

Copyrights and Sublicensing

• BotGuard retains all copyrights to all deliverables.
• Usage rights are granted to the Company as specified in the order, with no sublicensing to third parties unless agreed upon.

Jurisdiction

The place of performance and jurisdiction is BotGuard’s registered office.

Severability

If any part of these T&C is found invalid by a court or is otherwise rendered invalid, the rest of the T&C will remain in effect. Invalid provisions do not affect the remaining T&Cs, and the parties will endeavor to replace any ineffective provisions with effective ones that reflect the original intent.

Notification

Written form is required for termination notices and declarations aimed at ending or dissolving contractual relationships.

Merger Clause

This T&Cs supersede and replace all prior agreements, amendments or renewals thereto, and understandings, oral or written, between BotGuard and the Company.

© 2023 BotGuard OÜ. All rights reserved. – v1-20231201