General. The contractual relationship between Crayon and the Customer shall be governed by these T&Cs. To the extent of any inconsistency between a Service Description and these general terms, these terms and conditions shall prevail to the extent of any inconsistency. It is explicitly agreed and understood that any standard terms of the Customer are waived and shall not apply between the parties. The Customer shall comply with Crayon’s Integrity Policy and any guidelines or any other information or instructions given by Crayon. 
2. Definitions. The following terms and expressions shall, whenever used in these T&Cs, have the following meanings:
“Confidential Information” means any information regarding Crayon (or other companies in the Crayon group) which is of a confidential nature, such as (but not limited to) its business, affairs, concepts, products, IPR, developments, trade secrets, personnel, sub-contractors, customers and suppliers, in any form or medium, and whether disclosed orally or in writing, before or after the execution of the Agreement. 
“Force Majeure Event” means lightning, labour disputes, fires, amendments to regulations issued by governmental authorities, interventions of authorities, floods, pandemics, earthquakes, elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions or any other event or cause beyond the reasonable control of a party. 
“IPR” means knowledge, ideas, inventions, discoveries, processes, works of authorship, marks, names, concepts, know-how, trade secrets, copyrights, patents and goodwill associated with the foregoing, data-processing techniques in all forms as well as rights in the foregoing.
“T&Cs” means these general terms & conditions.
 3. Customer’s obligations and IT systems. The Customer shall and to the extent that Crayon provide Services on behalf of Customer for the benefit of their end customer, the Customer shall: 
(i)Cooperate with Crayon or ensure the co-operation of any end customer in the performance of the services and comply with reasonably requests from Crayon to that effect. 
(ii)Provide or ensure that end customers provide Crayon with necessary accesses for Crayon to perform its services, hereunder (but not limited to) to locations, offices, equipment, software and applications. 
(iii)Proactively and reactively provide Crayon with relevant information and documentation.
(iv)Ensure necessary security clearances, software rights and hardware rights.
(v)Take necessary precautions to avoid cyber-attack, spreading of virus or other malicious software. 
(vi)Take necessary pre-cautions to enable back-up.
(vii) Take necessary steps to enter into a separate written legally binding agreement with its end customer (End Customer Agreement) and ensure that Customer does not obligate Crayon to any agreement, terms, conditions, obligations or warranties. Such End Customer Agreement must contain provisions imposing no greater obligations or liability on Crayon. 
Except as expressly set forth in the Agreement, the Customer or end customer (as applicable) is solely responsible for its IT systems including hardware, software and cloud solutions. Crayon has no liabilities regarding the Customer’s or end customer’s IT systems or the Customer’s or end customer’s use thereof.
4. Limited warranties. Crayon shall provide the services specified in the Agreement with qualified personnel in accordance with industry standards and generally accepted quality levels. 
Crayon does not warrant that the services will be error-free or will meet the Customer’s or end customer’s requirements. Crayon hereby, to the fullest extent permitted by law, disclaims all other warranties, express or implied, than those expressly set out in the Agreement, including (without limitation) warranties of merchantability or fitness for a particular purpose.  
It is understood and agreed that Crayon services may include advice and recommendations; but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, the Customer on behalf of its end customers.
 5. Subcontractors. Crayon may use sub-contractors to provide the agreed services wholly or partially, but Crayon will remain responsible towards the Customer.
6. Intellectual Property Rights (IPR). Except as expressly set forth in the Agreement, no IPR shall be deemed transferred from a party to the other party, or to any third parties, under the Agreement. 
Any software with associated media, documentation, equipment or other material belonging to Crayon shall remain the Crayon's property and shall not be used or deployed/removed by Customer or made available to third parties without Crayon’s prior written consent. Crayon is entitled to retrieve effects as mentioned upon the expiration or termination of the Agreement. This also applies to any remote diagnostic products installed in the Customer’s equipment or environment, which can be removed without implying unreasonable disadvantages for the Customer. Crayon warrants that its services provided under the Agreement does not infringe with any third party IPR. 
The Customer shall promptly notify Crayon if any claim or demand is made or action brought against the Customer regarding any IPR of Crayon (or any other company in the Crayon group), or Crayon’s alleged breach of third-party IPR. Crayon shall at its discretion and at its own expense conduct all negotiations for settlement of the same and any resulting litigation and the Customer agrees to grant to Crayon exclusive control of any such negotiations or litigation.
The Customer shall further without delay notify Crayon of any infringement or suspected infringement of Crayon’s (or of any other company in the Crayon group) IPR that comes to his notice. Crayon shall not be obliged to defend its rights. If, however, Crayon decides to defend its rights the Customer shall, without any extra cost and at the request of Crayon, give reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Customer and/or Crayon.
7. Confidentiality. The Customer agrees to keep and procure to be kept strictly confidential all Confidential Information, except to the extent required by mandatory applicable law or regulations of administrative bodies or any relevant stock exchange. Confidential Information shall not be used by the Customer for any purpose other than fulfilling its obligations under and complying with the Agreement.
The Customer shall reveal Confidential Information only to employees or other persons engaged to whom such disclosure is necessary for them to perform their duties for the purpose of the Agreement. The Customer shall impose the above obligation of confidentiality on such employees and other persons. The provisions of this Section shall not apply to any Confidential Information which the Customer can demonstrate; (i) is or becomes public knowledge other than by breach of these T&Cs; (ii) is in the possession of the Customer without restriction in relation to disclosure before the date of receipt from Crayon; (iii) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or (iv) is independently developed without access to the Confidential Information.
The obligations of the Customer under this Section shall continue for a period of five (5) years after the expiry of the Agreement.
To the extent that the Customer discloses any Confidential Information to their end customer, the Customer shall ensure that their end customer is subject to confidentiality obligations no less onerous than set out in this clause. 
8. Breach of Agreement. If Crayon commits a breach of the Agreement, the Customer shall issue a written complaint without undue delay after the Customer has received, or should have received, knowledge of such breach. In the absence of a timely written complaint, the Customer loses all remedies otherwise available for breach of the Agreement.
Crayon has the right to rectify breaches of Agreement if such rectification can be performed without material disadvantage to the Customer. 
Either party may terminate the Agreement with immediate effect if the other party has committed a material breach of Agreement, and (if rectification is possible) such material breach has not been rectified by the defaulting party    within 30 calendar days after receiving a written notice from the non-defaulting party. The following is always considered to be material breach of Agreement: (i) More than 30 days payment delay by Customer; or (ii) Bankruptcy, insolvency or debt negotiations
9. Limitation of liability. Crayon shall not be liable for 
(i)any delays or claims that is the result, directly or indirectly, of any failure by the Customer or end customer to comply with the reasonable requests of Crayon, or from the breach by the Customer of any provision of the Agreement. 
(ii)any delays, delivery failures, loss or corruption of data, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or related to any services provided by third parties, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 
Neither party shall be liable to the other party for any indirect or consequential damages, including lost revenues, lost profits, or lost prospective economic advantage, whether or not foreseeable and whether or not based on contract, damages, statutory or warranty claims or otherwise. Each party hereby releases and waives any claims against the other party regarding such damages.
Furthermore, neither party’s liability for damages shall under any circumstances exceed the aggregated fees (excl. VAT) invoiced by Crayon under the Agreement during the twelve (12) months period immediately preceding the calendar month in which the cause of the liability arose. Until the first calendar year is ended, the maximum liability shall be calculated as the average fees paid per month during the validity of the Agreement multiplied by twelve (12).
The limitations of liabilities set out herein, shall apply to the fullest extent permitted by applicable law.
10. Force Majeure. If and to the extent either party’s performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed by a Force Majeure Event, the non-performing party shall be released from any performance of those obligations for as long as, and to the extent, the prevention, hindering or delay continues. The non-performing party shall immediately notify the other party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. 
Where performance of a party’s obligations under the Agreement is materially prevented, hindered or delayed for a period in excess of three (3) months as a result of a Force Majeure Event, each party is entitled to terminate the Agreement by a written notice to the other party to that effect.  
11. Marketing. No public disclosures by either party relating to the Agreement or any use of the other party’s name, logotype or other marks or signs, except for internal announcements or disclosures required to meet legal or regulatory requirements shall be made without the prior written approval of the other party. Customer agrees to provide reference rights to Crayon to use Customer name, disclose the nature of the Service, and jointly created case study for marketing purposes.
12. Transfer of Agreement. Neither party shall be entitled to transfer the Agreement to a third party without the written consent of the other party. 
13. Interpretation of Agreement. No consent or waiver, express or implied, by either party of any breach or default of the other party in performing its obligations under the Agreement shall be deemed or construed to be a consent or waiver of any other breach or default by the other party of the same or any other obligation hereunder. Any failure by one party in default shall not constitute a waiver by the first party of its rights under the Agreement. No waiver of any rights under the Agreement shall be effective unless in writing and signed by the Party purporting to give the same. 
The headings of the Agreement are for convenience only and shall not define, extend or limit any of the terms or provisions thereof. The Agreement is by and between Crayon and the Customer and there are no third-party beneficiaries to the Agreement.
If any provision of the Agreement is rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction, such provision shall be ineffective (but only in that jurisdiction), but such ineffectiveness shall not render invalid, illegal or unenforceable the Agreement or any of the remaining provisions of the Agreement. The Parties hereto agree to substitute such provisions, which are, or have become invalid by provisions, which are in their legal and commercial content, the most similar to the invalid provisions. 
14. Amendments. The Agreement shall not be amended except by an instrument in writing executed by the parties through their duly authorized representatives. If Customer has a need for changes such that the delivery character or scope is different to that which is agreed under Agreement the Customer may submit a change request to Crayon. Crayon may give its acceptance subject to adjustments in the price or project plan and timeline. The requirement for adjustments in price or project plan and timeline must be presented to Customer at the same time or before the change request is accepted. Changes to Agreement shall be in writing and signed by individuals with the authority to commit from Customer and Crayon, respectively. A register of changes to Agreement shall be documented.
15. Survival. Those Sections of the Agreement which by their nature are meant to survive the expiration or termination of the Agreement, shall survive such expiration or termination. This includes, without limitation, Sections 6 (IPR), 7 (Confidentiality), 9 (Limitation of Liability) and 16 (Dispute Resolution) of these T&Cs. 
16. Dispute resolution. The Agreement shall be governed by the substantive laws of the principal place of business of Crayon, without reference to its choice and conflict of law’s provisions. The Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. All disputes arising out of or in connection with the Agreement shall be finally settled by the ordinary court of the principal place of Crayon, except that Crayon may, at its own option, bring suit for collection in the country where the Customer is located.