Terms and Conditions of iC Consult Americas, LLC (Utah) (hereinafter “iC”) for Services

1. SCOPE OF Services
Subject to services as agreed, these Terms and Conditions are applicable to:
- services (consulting and support services);
- software solutions;
- maintenance.

2. SERVICE REQUIREMENTS
In case iC provides services, client shall be responsible for project management.
iC shall promptly notify client if iC realizes that the requirements client has defined for the contractual services that are part of the specifications are incomplete or otherwise unfit or if further support services may be necessary. Client shall supplement or change these requirements immediately in writing or indicate another decision in writing to iC.

3. CHANGE REQUESTS
3.1 Both parties may issue written change requests during the contract term. If client makes a change request, iC, within a reasonable time, shall give notice how it believes the change shall affect the existing contractual agreement. Any change request made by iC shall already specify the necessary changes. The client shall within 10 business days from receipt of iC’s notice of changes, inform iC whether client agrees or rejects such the request.
3.2 iC shall not refuse to carry out client’s change request without reasonable grounds. A reasonable ground is given if iC believes a change would danger the success of a service or if the change could be made with unreasonable commercial effort.
3.3 Client may reject iC's change requests stating the reasons for that rejection, but then is solely responsible for the corresponding consequences.
3.4 Other than the changes set forth in the change request, Services shall continue on the basis of the existing contract and all other terms and conditions of the contract shall remain unchanged.
3.5 If client’s change request requires extensive testing, iC may invoice a reasonable compensation to carry out those tests. The change request notice shall specify the testing costs.

4. ACCEPTANCE OF ANY AND ALL SUPPLIES AND SERVICES
4.1 All services capable of being accepted under applicable law are subject to the following:
Client shall accept services immediately after iC has issued a completion notice. Client may not refuse acceptance on
the grounds of insignificant errors or minor errors which insignificantly affect the functionality of services. Acceptance may not
be refused on the grounds of defects in client’s services or services of third parties that have not acted as iC's agents, and may not serve as reservation to unrestricted acceptance of iC's services.
4.2 Client shall report any errors by immediate written notice to iC, such notice to specify the errors and their consequences, hence stating the error categories.
4.3 The work results shall be deemed accepted if client neither accepts the services nor delivers a list of deficiencies within 20 work days from iC's completion notice. Productive use of the created results shall be deemed to be acceptance in any event.

5. TITLE, PROPERTY RIGHTS, RESERVATION OF TITLE
5.1 All items, such as presentations or offers, iC may have made available to client shall be iC's intellectual property, even if these should have been made available prior to the conclusion of the contract.
5.2 All services, including but not limited to software and data carriers, which iC has made available to client in performance of the contract shall remain iC's property until client has fully paid the contractual compensation.
5.3 iC shall retain title to any service provided until complete payment of the contractual compensation.

6. TERMS AND CONDITIONS OF PAYMENT
6.1Except as otherwise agreed, iC shall invoice client monthly in arrears. iC shall attach a performance record to each
invoice, which client may object to by written notice within 10 work days. Later complaints are not permitted.
6.2. Time and material-based price estimates in quotations or tender for services shall not be binding in nature. Estimations are calculated to iC’s best knowledge and belief and on the basis of information client has made available to iC.

7. DEFECTS
In case of warranty rights:
7.1 Client is obliged to inspect the software solutions promptly and undertake to report to iC any defects and describe the
defects to iC in writing and by and with all relevant documents and information within a period of 8 business days of completion/receipt. Hidden defects shall be reported within 8 work days as from time of determination, otherwise client’s warranty claim shall expire. iC undertakes to examine a notice of defects received and to start eliminating such defect within a reasonable time limit.
7.2 If defects client has reported do actually not constitute defects client is required to reimburse iC for any costs it has incurred in connection with processing client’s complaint according to the contractual fees.

8. NON-EXECUTION
In the event of non-execution of a signed agreement for reasons within client’s control, iC shall retain the agreed compensation while saved expenses to be credited.

9. LIMITATION OF LIABILITY
IN NO EVENT SHALL iC, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THE SERVICES.

10. MISCELLANEOUS
iC´s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms shall be governed and construed in accordance with the laws of the State of Utah applicable to agreements made and to be performed in Utah. Client agrees that any legal action or proceeding between iC and client for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Utah.