QUIBIQ term of use 1. Scope and pertinence of the General Terms and Conditions and other provisions 1.1 The present master agreement is applicable to all business relations of quiBiq GmbH and all its affiliated companies (i.e. the QUIBIQ Group hereinafter "QUIBIQ", with … hereinafter "Client". 1.2 The general terms and conditions of the Client are not applicable. This applies even in cases where the inclusion thereof - for example in connection with the request to submit a bid, orders, order confirmations or declarations of acceptance - is desired or assumed by the Client and not contradicted by QUIBIQ. 1.3 In case of discrepancies or lack of clarity the elements of the contract shall be applicable in the following order: additions / amendments to a project agreement / an individual contract, project agreements / individual contracts; framework agreements; general terms and conditions; general legal provisions. 1.4 Secondarily, the more specific provision shall have priority over the more general one in case of discrepancies, and, if this does not permit identification of the pertinent content, the newer provision shall have priority over the older one. 2. Services provided by QUIBIQ 2.1 QUIBIQ shall provide services as set forth in the contract. Technical and other standards shall be considered binding only if expressly included in the contract documents. Such standards shall apply in the version in effect at the time a bid is submitted. Deadlines for deliveries and services on the one hand and milestones on the other shall be binding for QUIBIQ only if expressly agreed in writing or confirmed as binding in due form by QUIBIQ. 2.2 As a matter of principle, QUIBIQ shall supply software programmes in object code only. QUIBIQ owes delivery of a source code only if this has been expressly agreed in writing. 2.3 To the extent services rendered by QUIBIQ or the use of deliverables requires standard software, programme tools or auxiliary programmes, the procurement and maintenance thereof and the necessary hardware is generally the sole responsibility of the Client. 2.4 QUIBIQ is not obliged to examine information provided by the Client for completeness, conformity and accuracy. 2.5 QUIBIQ shall be free to determine which human re-sources to assign to rendering the services for the Client. 2.6 QUIBIQ shall provide the subject services independently and responsibly. Any staff deployed by QUIBIQ is exclusively subject to instructions given on the authority of QUIBIQ. The parties shall ensure that the employer's authority to give instructions is exclusively exercised by QUIBIQ. 2.7 QUIBIQ is neither obliged to provide maintenance and support services beyond the services specifically agreed by contract in each case nor to enter into an agreement for such additional services. To the extent maintenance and support services are assigned to a third party by the Client, QUIBIQ is obliged to assist such a third party only if QUIBIQ has expressly agreed to do so on the basis of a separate contractual agreement. 2.8 At the explicit request of the Client, QUIBIQ may use Free and Open Source Software (FOSS) which is generally accessible and not subject to a licence for providing its services. The Client has sole responsibility in connection with the use of FOSS with all consequences resulting from the nature of FOSS. In any case, the Client shall accept all obligations resulting from the respective general public licence (GPL) and the use of FOSS. In particular, this shall be applicable both in relation to QUIBIQ and the resulting rights and obligations of QUIBIQ and the rights to the services that may be granted to the Client. The Client states that it is aware of and accepts the advantages and disadvantages of FOSS and FOSS licence provisions (GPL). QUIBIQ is not obliged to enlighten the Client in this respect. In particular, the Client states that it is aware of existing restrictions regarding the use and exploitability of FOSS and that such restrictions will not lead to any claims whatsoever against QUIBIQ. In the relationship between the parties - especially with regard to liability and the obligation to meet claims - FOSS shall be deemed to have been delivered by the Client. As far as FOSS and any software services based on FOSS for which the GPL is pertinent are concerned, QUIBIQ does not grant any rights going beyond that. QUIBIQ shall not assume any warranty or guarantee in relation to FOSS in the event the use thereof has been agreed with the Client. QUIBIQ shall not be liable in the event that the services of QUIBIQ for the Client cannot be used at all or only to a limited extent due to the use of FOSS. Unless specifically agreed otherwise in a project agreement, the Client assures that QUIBIQ will not be instructed to process any personal data as defined in Sec. 3 (1), German Data Protection Act (BDSG) on behalf of the Client and will not even have access to such data. None of the services of QUIBIQ should be interpreted as legal or tax advice. 2.9 QUIBIQ maintains alliances and cooperation partnerships with product manufacturers and service providers. Part of such partnerships may be an agreement entitling QUIBIQ to distribute products and services of the partner in question and to receive compensation from suppliers in the form of credit notes or other advantages connected to the services of QUIBIQ in return, especially in the field of marketing, technical and other services. The Client acknowledges that such partnerships may have an advantageous effect on QUIBIQ with regard to the services to be rendered under the present contract. 3. Subcontractors QUIBIQ is entitled to use subcontractors. If there should be good cause (which must be explained in writing to QUIBIQ without delay), the Client is entitled to object to such use in individual cases. If the Client objects to the use of subcontractors, deadlines agreed with QUIBIQ for services shall no longer be binding. 4. Obligations of the Client with regard to cooperation, deliverables and others 4.1 Irrespective of the specific obligations of cooperation and deliverables defined in a project agreement, the Client shall meet, at its own expense, any prerequisites within its sphere of influence required by QUIBIQ for duly rendering its services. In particular, these obligations shall include the provision of all software and hardware (including the respective licences for using them) required by or useful to QUIBIQ in providing its services, a Microsoft support infrastructure and free access to Microsoft Technical Account Managers ("TAM") making possible support calls at no charge. 4.2 Without being asked to do so, the Client shall inform QUIBIQ of any requirements and processes typical for the industry or specific to its company if this is significant to QUIBIQ for providing its services. 4.3 The Client shall submit any documents and information required for rendering services and for completing the project successfully in good time and on its own initiative. 4.4 The Client is obliged to ensure that official permits are obtained in time. 4.5 In the event a project agreement is based on assumptions regarding actual or legal prerequisites forming the basis for the services or the work results - and especially the use thereof - the Client shall be responsible for satisfying such assumptions. 4.6 If the client should fail to cooperate or deliver items as agreed in the contract, any deadlines to be observed by QUIBIQ in this connection shall be postponed accordingly. 4.7 If this should result in additional expenditures, especially for extended assignments of human resources or materials, QUIBIQ is entitled to invoice such expenditures to the Client on the terms last agreed between the parties, as an auxiliary measure on reasonable terms. This shall also apply in cases where the information, papers and documents provided by the Client, especially when used by QUIBIQ as a basis for its calculations, are incorrect or incomplete or where necessary information, papers and documents are not provided at all, resulting in assumptions on the part of QUIBIQ the correction of which results in additional costs and expenditures. 4.8 The Client shall be responsible at its own expense for ensuring that its employees are qualified and trained for working with the services of QUIBIQ. 4.9 Likewise, the Client is responsible for meeting all other prerequisites required for making use of the QUIBIQ services. 5. Changes to services 5.1 The parties may agree changes and amendments to and extensions of the agreed services at any time. However, QUIBIQ is entitled to continue its services on the basis of existing agreements until both parties have signed a written change agreement. 5.2 In the event the Client fails to make a binding decision regarding a change or non-change in QUIBIQ's services requested by the Client and specifically offered by QUIBIQ as a result within a time period defined for the project in question, QUIBIQ is entitled to interrupt its services upon expiry of this time period until the Client has made a binding decision. In such a case, the Client shall pay QUIBIQ for any cost of idleness in accordance with the terms last agreed between the parties, or, as an auxiliary measure, on reasonable terms. 5.3 As a matter of principle, both parties are entitled to refuse a change request by the other party. If the Client should refuse a change request submitted by QUIBIQ, the Client shall be responsible for any consequences resulting from non-performance without having to be enlightened of such consequences. 6. Project organisation Both parties shall designate a contact who - although he or she may be exchanged at any time - is authorised in general to make and accept binding statements. In the event the contact is not authorised to make such decisions in an individual case, he/she shall immediately cause authorised representatives of his/her party to either give the necessary authorisation or to make the statement themselves. 7. Remuneration / terms of payment 7.1 Compensation for services shall be made on the basis of the terms last agreed between the parties or, as an auxiliary measure, on reasonable terms. 7.2 Unless otherwise agreed between the parties, QUIBIQ is permitted to add a 15 % lumpsum surcharge to the total bill for expenses such as travel and accommodation expenses as well as telecommunication expenses. 7.3 Unless otherwise agreed with regard to invoicing, the Client will receive an account of the monthly compensation and expenses as defined in Sec. 7.2 in accordance with the agreed terms at the end of each month. If instalments have been agreed in departure from Sentence 1 above, QUIBIQ shall invoice the Client for the balance at the end of each month, showing all payments already received. 7.4 If daily rates have been agreed, such a day means 8 hours worked by an employee. Services will be billed monthly in accordance with the time actually worked. Invoices are due for payment immediately. 7.5 The statutory VAT and other taxes and dues applicable from time to time shall be added to all prices and compensations quoted. 7.6 In the event that a budget explicitly committed to by QUIBIQ in the form of a fixed price or a cap - for example in case of a unit price contract (Time & Materials") - is exceeded because the Client requests or orders additional services orally or in writing, any additional compensation due to QUIBIQ shall be governed by the duration of the additional service, derived from the fixed price the original assignment was based on plus actual additional costs, for example resulting from the purchase of third-party services. QUIBIQ is not obliged to disclose its internal costing, especially applicable hourly rates, when calculating the additional cost. 8. Acceptance 8.1 Only those services specified in the contract and subject to acceptance shall be the subject matter of an acceptance procedure. The designation as a "work" does not rule out treatment as a "service" and hence the elimination of an obligatory acceptance procedure. 8.2 To the extent services are to be rendered jointly by QUIBIQ and employees of the Client or a third party commissioned by the Client, any partial services to be rendered exclusively by QUIBIQ are subject to separate acceptance as a matter of principle unless otherwise agreed between the parties. 8.3 QUIBIQ shall inform the Client that services performed by QUIBIQ will be submitted for acceptance in advance of the date in question. 8.4 When the Client has been informed that services are submitted for acceptance an acceptance period will commence during which the acceptance procedure must be carried out. This acceptance period is four weeks for software components and two weeks for all other services. 8.5 In connection with the acceptance procedure, the Client shall prepare an acceptance protocol specifying the subject matter and the scope of the services accepted. 8.6 In the event the Client neither accepts the services at the end of the acceptance period nor submits a conclusive list of defects with written comments describing justified reasons for refusing acceptance within 10 days after the expiry of the acceptance period, the respective service is deemed to have been accepted unless the Client can credibly show that acceptance or submission of the list of defects was not possible within this period. In any case, the Client shall inform QUIBIQ that this was impossible without delay and issue a new binding date for the handover. 8.7 Irrespective of the foregoing provision, services are deemed to have been accepted when used productively by the Client over a period of at least 10 business days. 8.8 QUIBIQ is entitled to request acceptance of partial services. The foregoing provisions apply also to the acceptance of partial services. In the event that partial services have been accepted, defects identified in connection with a subsequent partial acceptance which are due to the partial service already accepted shall oppose acceptance of the subsequent partial service only if the defect affects interoperability with the subsequent partial service to a more than immaterial extent or affects the functionality to a more than immaterial extent and could not be detected by the Client in isolated form in connection with the previous partial acceptance. 8.9 In addition, the following particularities shall apply for the acceptance of software components: 8.9.1 The acceptance test for software components shall be carried out on the basis of a test concept to be agreed by the parties. If agreement of such a concept cannot be reached, QUIBIQ is entitled to prepare a test concept binding for both parties at its sole discretion and to demand cooperation from the Client. The fact that no agreement regarding a test concept can be reached shall not prejudice the Client's obligation of acceptance or the eligibility for acceptance and the assumption that acceptance has taken place. 8.9.2 The Client is responsible for providing the necessary test data and test cases. These details shall be communicated to QUIBIQ well ahead of time and no later than three weeks before the date scheduled by the parties and in a format to be agreed between the parties. 8.9.3 The acceptance procedure shall be carried out by the Client. QUIBIQ is entitled to be present during the acceptance procedure and all activities and events material for acceptance. 8.9.4 QUIBIQ shall assist the Client in the acceptance procedure in the scope defined in the respective project agreement. The acceptance protocol to be prepared by the Client shall reflect the type and scope of possible deviations, a description of the test cases / test data and, respectively, activities that may have resulted in deviations and a preliminary classification of possible deviations in accordance with the following paragraph. 8.9.5 Deviations identified during the acceptance procedure for software components shall be given a preliminary classification by the Client. Defects that may have been identified will be assigned to the following error classes. This should be mutually agreed between the parties. (a) Error class 1: Deviations from the contractual specifications make use of the software on the whole or of individual self-contained parts of the software impossible or affect it so severely that use of the software is either impossible or possible only at an unreasonable expense. The simultaneous presence of a plurality of defects of error class 2 and/or 3 shall also be deemed a defect of error class 1 if the overall effect is demonstrably the same as in case of a class 1 error. (b) Error class 2: Deviations from contractually agreed specifica- tions which, even though they affect the functionality, operation, suitability for maintenance and/or the further development of the software, do not make use of the software on the whole impossible as defined for the following category 3. (c) Error class 3 Deviations from the contractual specifications which do not affect the functionality, operation, suitability for maintenance and/or further development of the software materially. 8.9.6 In the event of class 1 deviations, the Client is entitled to refuse acceptance. Such deviations shall be cured by QUIBIQ before acceptance. Deviations of category 2 and/or 3 which, in total, are classified as class 1 deviations shall not oppose acceptance if they have been cured to such an extent that the prerequisites for a classification into class 1 no longer exist. Other or still remaining deviations of category 2 and/or 3 shall be cured within a time period to be agreed between the parties. 8.9.7 QUIBIQ is entitled to determine how to cure the deviations at its discretion. In particular, QUIBIQ is entitled to cure the defect by supplying a new version or a new release or by providing a work-around solution. 9. Warranty 9.1 QUIBIQ warrants that its deliveries and services satisfy the contractual requirements and specifications and are free of errors that affect their value and preclude or affect the suitability for the customary or contractual use to a more than immaterial extent. 9.2 QUIBIQ warrants that the tapes, floppy disks or other data carriers used for delivering the deliverables of QUIBIQ to the Client are free of defects with regard to material or production at the time they are delivered. 9.3 Any defects must be reported in writing with a detailed description of the circumstances in which they occurred within a reasonable period of time. 9.4 QUIBIQ is entitled to select the type of remedy at its sole discretion, especially by rectification, by supplying a bug fix, a patch, a new release, a new version or another replacement delivery within an adequate period of time. 9.5 The Client shall assist QUIBIQ to a reasonable extent and, especially, provide documents and information required by QUIBIQ for analysing and eliminating the defects. 9.6 In the event rectification of a defect has failed once and for all, the Client is entitled to reduce the agreed compensation for the defective service or to rescind the contract with regard to the defective service. 9.7 The warranty given by QUIBIQ for third-party products and services shall primarily consist of assigning its warranty claims against the third party in question to the Client and the Client accepting said assignment. The assigned warranty claims against third parties shall be enforced in a Court of Law if need be, unless such enforcement in Court cannot be reasonably expected of the Client. 9.8 Warranties given by QUIBIQ under the present Appendix do not apply in those cases where the defects are due to one of the following circumstances: (a) information not provided by the Client, defective or incomplete information delivered by the Client, objects not provided by the Client, defective or incomplete objects provided by the Client, missing, defective or incomplete acts of cooperation or deliverable services by the Client, (b) use of the service contrary to contract; (c) changes, damages, incorrect use or other acts on the part of the Client or a third party; (d) the combination with or linkage of contractual services to services provided by the Client or third parties and not expressly declared acceptable by QUIBIQ; or (e) noncompliance with the present agreement or a relevant service certificate on the part of the Client. 9.9 The warranty period is 12 months for each individual product or service provided. It commences upon delivery of the product or acceptance of the respective service. 10. Liability 10.1 QUIBIQ shall be liable to the Client for any damages resulting from premeditation, gross negligence, claims under the Product Liability Act or an injury to life, body or health as stipulated by law, irrespective whether such damages are due to a breach of contract or tort. 10.2 In case of gross negligence, the liability is limited to the compensation of the damage typically foreseeable on the effective date of the contract and, at most, to the fee paid under the respective project agreement. 10.3 In case of ordinary negligence, QUIBIQ's liability in case of breach of a material obligation shall be limited to the typically foreseeable damage, at most to the fee paid under the respective project agreement. Liability is ruled out in all other cases of ordinary negligence. 10.4 Any liability of QUIBIQ for consequential damages or indirect damages caused by defects is ruled out. 10.5 Default damages may be claimed only in cases of failure to meet a binding deadline agreed in writing, but not for nonachievement of milestones, and only after unsuccessful expiry of a reasonable extension. 10.6 Moreover, liability for the accuracy of recommendations, assessments or instructions will be considered only if the Client has asked for such a statement in writing and QUIBIQ and the Client have signed a written agreement concerning the separate obligation to pay for such services of QUIBIQ. This is applicable especially in those cases where recommendations, assessments and instructions are given in connection with an assignment to QUIBIQ, but not in connection with providing services or work owed. 11. Rights of use 11.1 All services and deliverables provided by QUIBIQ in connection with the respective project agreement shall irrevocably vest on QUIBIQ as soon as created or edited for an indefinite period of time and worldwide in the form of exclusive and assignable rights of use and exploitation and copyrights, industrial proprietary rights and similar legal positions. 11.2 On the condition precedent that all parts of the services have been paid for and, in case of deliverables, accepted, the Client shall be granted a non-exclusive, nonassignable right of use regarding the results delivered by QUIBIQ which is limited to the purpose of the contract by content and to the country where the Client has its domicile by territory. Any use of the deliverables by or transmission to third parties is prohibited. The Client may duplicate the deliverables only in connection with its rights of use and for the purpose of data back-up. 11.3 The Client shall edit or decompile programmes only in accordance with the provisions of Sec. 69 e, German Copyright Law. To the extent the Client requires information about obtaining interoperability of the programmes supplied by QUIBIQ with programmes created independently, it shall contact QUIBIQ first. QUIBIQ has the right to ask for appropriate remuneration in return for providing such information. 11.4 To the extent rights of use relate to third-party products, these shall also be subject to any restrictions imposed by said third party. QUIBIQ shall inform the Client of such provisions of third parties if so requested. 11.5 Irrespective of the foregoing provisions, QUIBIQ is entitled to use, disseminate and exploit all of the findings underlying the deliverables, concepts, processes, methods, know-how, procedures etc. which do not contain any information specific to the Client or subject to confidentiality pursuant to Sec. 13 without restriction. 11.6 In no case shall QUIBIQ be prevented from developing results for itself or others that may compete with the work results created for the Client under the respective project agreement. 11.7 QUIBIQ has the right to conduct an audit in relation to the contractual use of the software components programmed for the Client and the pre-existing QUIBIQ IP used for the Client ("QUIBIQ Materials). The Client agrees that QUIBIQ is entitled to inspect the use of the above-mentioned QUIBIQ materials (in electronic or other form). As part of such an audit, QUIBIQ or an authorised representative is entitled to inspect any records, systems and installations of the Client (including serial numbers and similar information) with fifteen (15) days advance notice so as to ensure that the use of all QUIBIQ Materials is in accordance with the contractual provisions on rights of use. The regular operations of the Client will not be unreasonably affected by such an audit. In addition, the Client undertakes to pay any fees for the use of QUIBIQ Material not covered by the contractual rights of use within 30 days of a written request. If no such payment is made, QUIBIQ is entitled to discontinue technical support and to terminate rights of use and/or existing agreements on the whole extraordinarily. In addition, QUIBIQ reserves the right to take advantage of other remedies. 12. Third party IP rights 12.1 QUIBIQ warrants that all of its services are free of third-party IP rights that could rule out or severely affect the use of QUIBIQ services as specified in the contract. Provided the Client informs QUIBIQ without delay of any thirdparty claims on the grounds of the alleged infringement of IP rights by services rendered by QUIBIQ, allows QUIBIQ to conduct the defence on its own and supports QUIBIQ to a reasonable extent in defending such claims, QUIBIQ shall indemnify the Client against all third-party claims established by a Court of Law under the liability as specified in Sec. 10. 12.2 If a Court of Law should establish that the services rendered by QUIBIQ infringe third-party IP rights, QUIBIQ shall, at its sole discretion, either procure the required right to use the infringed IP rights for the Client at its own expense or change the services in such a manner that they no longer infringe third-party IP rights, but still largely correspond to what was agreed in the contract. 12.3 The above obligations of QUIBIQ become void in the event that (i) the services of QUIBIQ were changed by the Client or a third party without the prior written consent of QUIBIQ or (ii) the services of QUIBIQ were combined with, linked to or integrated into services or products of the Client or third parties without the prior written consent of QUIBIQ, or (iii) the services of QUIBIQ were not used as specified in the contract, resulting in an infringement of a third-party right. In those cases, the Client shall indemnify QUIBIQainst all costs incurred by QUIBIQ as a result of third-party claims on the grounds of such alleged infringements of IP rights, unless the Client is able to credibly show that the infringement of IP rights is not the result of any of the three acts i) to iii). 13. Confidentiality 13.1 "Confidential information" is defined as operational and business secrets as well as other information and documents that are either marked "confidential" or the confidentiality of which results from the circumstances or their nature, respectively. Information that (a) was known to the receiving party before being disclosed by the other party in connection with the respective project agreement, (b) was independently developed by the receiving party without recourse to confidential information of the other party, (c) was acquired by the receiving party from a third party, provided the receiving party was not aware that said third party was not authorised to pass on such information or (d) is or becomes general knowledge through no fault or act of the receiving party is not deemed to be confidential information. In addition, the existence of the respective project agreement between the Client and QUIBIQ is not confidential information. 13.2 The parties shall keep all confidential information of the other party secret both during the term of the contract and thereafter and protect it against unauthorised access. They shall treat confidential information with the same diligence they apply to their own information requiring equal secrecy, but with no less than the diligence of a conscientious businessman. 13.3 The provisions of Sec. 13 do not restrict the rights of the parties in those cases where (a) the use or disclosure of confidential information is required to comply with obligations or to exercise rights including compulsory archiving for taxation or other purposes as defined in the contract or (b) the use or disclosure is required under applicable law or by a decree of a Court of Law or an official authority and the party required to disclose such information informs the other party in writing without delay or (c) the party the confidential information of which is to be disclosed has agreed in writing beforehand. 13.4 The Client shall take adequate steps to protect the deliverables of QUIBIQ. The Client shall inform QUIBIQ without delay of any unauthorised use of the deliverables it becomes aware of. To the extent such unauthorised use relates to an activity of the Client or the Client's employees, representatives or agents, the Client shall take appropriate steps to put a stop to such unauthorised use immediately and to remove all copies in the possession or under the control of the unauthorised user. 13.5 After termination of each project agreement, the parties shall surrender any documents and materials containing confidential information of the other party or destroy or delete them, respectively. Each party shall confirm in writing to the other within 14 days after termination of the agreement that this obligation has been met. Not included are documents and materials QUIBIQ needs to document the contents or performance of its services or which are not subject to confidentiality as set forth in Sec. 13.3. 14. Non-solicitation 14.1 The Client undertakes not to entice away any employees of QUIBIQ who have rendered services in connection with a project agreement during the term thereof and for a further period of two years after termination, be it directly or indirectly, in its own name or jointly with or on behalf of another individual or legal entity. 14.2 In case of a breach of the above non-solicitation clause, the Client shall pay a contractual penalty to QUIBIQ equal to the last annual salary of the employee concerned. 15. Term and termination 15.1 In general, project agreements are entered into for an indefinite period of time. 15.2 Each agreement may be terminated by either party with a notice period of three months to the end of a month without citation of cause. 15.3 The right of termination for cause remains unaffected for both parties. Termination for cause requires that the party giving notice has unsuccessfully granted the other party the opportunity to eliminate such cause within a time limit of 30 days and threatened termination thereafter, unless such a respite cannot reasonably be expected of the party giving notice. 15.4 The Client shall pay for any services rendered by QUIBIQ until the notice of termination takes effect and shall reimburse any expenses incurred until then. 15.5 The provisions of Sec. 649, German Civil Code (BGB), remain unaffected in case of services. 16. Marketing 16.1 QUIBIQ is entitled to portray services rendered, for example in press releases, presentations and other marketing materials or on its website. This also includes the description of contractual services as a reference product for potential customers. 16.2 QUIBIQ may state the name and the identity of the Client in connection with the description of services rendered, for example in press releases, presentations, other marketing materials or on its website only with the prior written consent of the Client. 16.3 However, the Client shall give its consent to the use of its company name in alphabetic customers lists. 17. Export control 17.1 The Client shall continue to be responsible for compliance with all existing export control laws and the programmes regarding economic sanctions in its business activities, its facilities and its acts - also on behalf of third parties. 17.2 The provisions of the present contract do not obligate QUIBIQ to participate directly or indirectly in supplying merchandise, software services and/or technical data which might be banned as a result of applicable export control or economic sanction programmes when supplied by QUIBIQ. 17.3 Applicable export control laws or economic sanction programmes may comprise U.S. export control laws such as the Export Administration Regulations and the International Traffic in Arms Regulations as well as economic sanction programmes that have been or might be imposed by the U.S. Government, including sanctions presently applicable for the countries Belarus, Burma (Myanmar), Cuba, the Democratic Republic of Congo, Iran, Ivory Coast, Liberia, North Korea, Sudan, Syria and Zimbabwe and for specific programmes for certain citizens or banned individuals. QUIBIQ and the Client shall comply with the laws of the United States on export control and economic sanction programmes with regard to the export or re-export of merchandise, software, services and/or technical data originating from the U.S. or any product directly resulting therefrom. 17.4 Before supplying any merchandise, software, services and/or technical data which are subject to export control at a level other than EAR99/AT, the Client shall inform QUIBIQ in writing of the type of control and of relevant export control classification numbers. QUIBIQ may refuse acceptance of merchandise, software, services and/or technical data subject to export control at a level other than EAR99/AT or request other indemnification from the Client. 17.5 Before the Client enters into an agreement with a company according to which QUIBIQ supplies merchandise, software, services and/or technical data pursuant to the present contract, the Client shall take appropriate action to ensure that supplying merchandise, software, services and/or technical data to said company is not subject to restrictions or bans in connection with applicable export control laws or economic sanction programmes. 17.6 It is at the sole discretion of QUIBIQ to refrain from any direct or indirect involvement in supplying merchandise, software, services and/or technical data which may be forbidden by applicable export control laws or economic sanction programmes without becoming liable to the Client as a result. 18. Closing provisions 18.1 Any amendments and changes to the contract or parts thereof must be in writing. This also applies to a possible waiver of the written-form clause. 18.2 In the event that individual elements of a project agreement or of these General Terms and Conditions should be invalid, not enforceable or incomplete, the validity of the remainder of said project agreement or the present General Terms and Conditions shall not be affected. 18.3 In case of invalidity of a provision or a gap, the parties undertake to reach agreement concerning a provision which comes as close as possible to the original intent or purpose of the invalid provision, but takes into account those aspects that made it invalid in the first place. 18.4 Conveyance or assignment of any rights and obligations from a project agreement or the present General Terms and Conditions to third parties requires the written consent of the other party as a matter of principle. 18.5 Provided QUIBIQ's obligations under the project agreement concerned is not substantially affected, each party is authorised even without the written consent of the other party to convey or assign its rights and obligations under the present agreement to associated companies or legal successors as long as said associated company or legal successor assumes the obligations of the conveying or assigning party under this contract without any restrictions. 18.6 The present agreement is governed by German law. The UN Convention on the International Sale of Goods (CISG) is not applicable. Where export control law is concerned, all legal regulations applicable to this field are in force. 18.7 In case of disputes the Court of Stuttgart shall have jurisdiction.