General Terms and Conditions of Sale

Date: 11/05/2026

These 2CRSi sales terms and conditions (“2CRSi T&Cs”, or “Agreement”) contain the standard generic sales terms and conditions of 2CRSi for the supply of hardware products (“HW”), and/or software products (“SW”) and/or associated services (“Services”) to its customers (hereinafter all referred to collectively as the “Supplies”).

Part 1 of 2CRSi T&Cs always apply as general terms and conditions of a Proposal and can be complemented - as required by the contracted scope- by specific terms and conditions as per Part 2, 3 and 4 below.

Part 1 - General Terms and Conditions

1. General

1.1 - These 2CRSi T&Cs shall apply to any supply, licensing or other performance of HW, SW and/or Services by 2CRSi to its Customer, as per scope included in the respective 2CRSi Proposals. Acceptance by the Customer of any 2CRSi Proposal shall be deemed full acceptance of these 2CRSi T&Cs and the applicable Specific T&Cs (as per Sections 2, 3 and 4 below). In any case, the Customer shall be deemed to accept the 2CRSi T&Cs by (i) signing and returning the Proposal signed or (ii) issuing an Order referring to the Proposal or (iii) using the Supplies or (iv) making any payment in relation to the Supplies. The Customer’s T&Cs of purchase shall not be applicable to the Supplies, nor any other terms proposed by the Customer, unless otherwise expressly agreed in writing by a legal representative of 2CRSi.

1.2 - Unless otherwise stated in a Proposal, third party products included in the Supplies shall be sold/licensed by 2CRSi exclusively under the original manufacturer/developer’s terms (e.g. warranty, IPR etc.) which may be available either on the original manufacturer/developer’s web site, or with the Documentation (or the Product itself) or upon request to 2CRSi. No additional warranty, indemnity or support is offered by 2CRSi.

1.3 - 2CRSi may -at any time- update, modify or withdraw these 2CRSi T&Cs. Unless otherwise mutually agreed in writing, the updated or modified version of 2CRSi T&Cs shall be applicable to any new Proposal but not to those Supplies already contracted.

1.4 - Proposals are valid and open for acceptance within the period stated in the Proposal or, when no period is stated, within thirty (30) calendar days from the date of the Proposal issuance.

1.5 - After a Customer has accepted a Proposal, the agreement between the Customer and 2CRSi shall be considered concluded when 2CRSi accepts the Customer’s Order by sending its written acceptance. Such agreement shall be constituted and interpreted according to the following order of precedence: First the Proposal with 2CRSi T&Cs and Specific T&Cs, and - secondly- the Customer Order (hereinafter referred to as “Agreement”).

1.6 - Any amendment to the Agreement, even if minor, must first be approved by the Parties in writing, except as otherwise agreed.

2. Definitions

Unless the context requires otherwise, the following words and expressions shall mean:

Acceptance means an express or implied confirmation by the Customer that the relevant Supplies meet the requirements of this Agreement.
Acceptable Use Policy or AUP means 2CRSi’s policy, as made available by 2CRSi and as updated from time to time, which sets out the rules, restrictions and conditions governing Customer’s and Users’ access to and use of the Services.
2CRSi: Legal Entity, part of 2CRSi Group of companies, which issues a Proposal to a Customer or potential Customer. This entity will become the contracting Party under this Agreement.
Bespoke Software Product means specific software developed by 2CRSi in accordance with the Customer’s specifications under a specific and separate agreement.
Charges mean the price, fees and/or other costs, payable by the Customer to 2CRSi under the Agreement for the Supplies.
Compliance Laws means applicable national and international laws and regulations relating to corruption, bribery, money laundering, terrorist financing, fraud and tax evasion, human rights, competition, export control, national and international sanctions in connection with the performance of the Agreement.
Contractor means any third party who 2CRSi may engage as subcontractor for the purpose of the Supplies of this Agreement.
Customer means any private or public entity, company, professional firm but excluding any consumer.
Deliverables mean any document, survey, report, methods, results, or any other items as precisely described in the Proposal, excluding 2CRSi know-how or 2CRSi’ background intellectual property.
Documentation means the document including detailed description of the Product, and other technical, user and training documentation, intended to facilitate the installation, testing, use, maintenance and support of the Product including any modifications, revisions or new releases. Documentation when available shall be provided at 2CRSi’s sole discretion in (i) electronic or (ii) written form or (iii) may be packaged with the Product, in the language chosen by 2CRSi.
Hardware Product or HW means any hardware equipment, component, device, spare part and their associated Documentation provided by 2CRSi as set out in the Proposal. Refurbished material, as good as new, may be used in the manufacture of HW.
Microcode or machine code or firmware means a series of instructions or data designed for operating at or accessing a level below the external user interface. Microcode, machine code or firmware is incorporated in the components of specific HW as identified in the Proposal.
Proposal means any business proposal (including applicable scope, price, timeline etc.) provided by 2CRSi to a customer or potential Customer for the provision of Products and/or Services.
Order means a document issued by the Customer (e.g. Purchase Order) within the period requested in the Proposal, which represents the acceptance of an 2CRSi Proposal for procurement of Supplies, and which is compliant with such Proposal. Once the Order is accepted by 2CRSi, the Order is firm and cannot be cancelled or modified unless otherwise agreed by the Parties in writing. 2CRSi will not provide any Supplies without an accepted Order.
Party or Parties means 2CRSi and/or the Customer individually or collectively.
Product(s) means any HW and/or SW and their Documentation, if any.
Results mean any customized Deliverables produced by 2CRSi pursuant to the Agreement (such as reports, specific documentation, analysis, diagrams, but excluding Bespoke Software Product).
Services mean 2CRSi services associated or not with the supply of HW and/or SW as described in the Proposal.
Site means the location(s) designated in the Proposal to which HW and/or SW will be delivered, and/or installed and/or will be used, and/or where Services are to be performed.
Software Product or SW means any software either operating system software, tools or application software, supplied by 2CRSi under the Agreement as per the Proposal (either licensed or provided "as a service") including its Documentation, with the exclusion of Bespoke Software Product.
Term means the period during which the Agreement is in force as indicated in 2CRSi Proposal, and, if the Proposal provides different possible duration periods, the period confirmed by 2CRSi under acceptance of the applicable Order.
Territory means the country in which the 2CRSi legal entity who issued the Proposal is incorporated.
Use Case means, in the context of AI, a clearly documented and limited scenario in which an AI-based solution or service is applied to achieve a specific business objective, while complying with legal, technical, and contractual constraints.

3. Charges and payment

3.1 - All Charges and their associated payment terms are stipulated in the Proposal.

3.2 - For HW, Charges are based on delivery EXW (Incoterms Ex Works 2020) at 2CRSi’ premises.

3.3 - All Charges are exclusive of Value Added Tax (VAT) (or other similar taxes which may apply) which will be charged in addition, at the then prevailing rate. Charges are also exclusive of all and any Indirect taxes, withholding taxes, levies, duties and/or comparable taxes, which shall be borne and paid by the Customer at the then applicable rate and in the manner for the time being prescribed by law. When withholding tax is due to payment by the Customer to 2CRSi, then amounts due by the Customer will be grossed up in such a manner that after withholding of the withholding tax due, 2CRSi shall receive the Charges due in full.

3.3.1 - Where the Customer wishes to benefit from a VAT exemption or from any specific VAT regime, the opening and maintenance of an appropriate account and the application of such regime are conditional upon the prior provision by the Customer to 2CRSi of all supporting documents required under the applicable Territory tax rules. The Customer shall also expressly mention, when placing the Order, that it wishes to benefit from such regime. If any of these conditions is not met, 2CRSi shall invoice the VAT regime of the Territory, which shall remain definitively due by the Customer and may not be subsequently refunded by 2CRSi.

3.3.2 - The Customer expressly accepts receiving 2CRSi invoices by any means, including in electronic form, in compliance with regulations applicable in the Territory. The Customer undertakes to ensure the authenticity of origin, integrity of content and legibility of such electronic invoices and to implement any control procedures required for this purpose.

3.4 - Unless stated otherwise in the Proposal, 2CRSi will invoice the Customer:

3.4.1 - regarding HW and SW: (i) 50% on the day of 2CRSi´acceptance of the Order and (ii) 50% on delivery. Any Order for HW and/or SW accepted by 2CRSi is firm and binding; it may not be cancelled or modified by the Customer without the prior written consent of an authorized representative of 2CRSi,

3.4.2 - regarding Services and SW payable in periodic Charges, the first day of the invoiced period as per the Proposal.

3.4.3 - By derogation from Clause 3.4.1, for the first Order placed by a new Customer established in the Territory, Charges for HW and SW (except SW payable in periodic Charges) shall be invoiced at one hundred per cent (100%) upon 2CRSi’s acceptance of the Order, unless otherwise expressly stated in the Proposal. 2CRSi may condition any subsequent Orders on the opening and maintenance of a credit line.

3.5 - For Customers benefiting from an agreed credit line, each invoice (with applicable VAT or other taxes/duties) shall be due for payment in the currency stated in the invoice within thirty (30) calendar days from the invoice date, unless different terms are indicated in the Proposal. If no currency is stated in the Proposal, invoice and payment will be in Euros. For Customers not benefiting from a credit line, each invoice shall be payable in full upon its issuance, it being specified that (i) invoices relating to HW and SW may be issued in accordance with Clauses 3.4.1 and 3.4.3 and (ii) invoices relating to Services and SW payable in periodic Charges may be issued in accordance with Clause 3.4.2.

3.6 - Should all or part of an invoice be disputed by Customer, it undertakes to promptly pay any undisputed portion and inform 2CRSi in writing of the reason for its dispute within fifteen (15) days of the invoice date. The Customer shall not be entitled to retain or set off payments in respect of counterclaims based on claims of whatsoever nature.

3.7 - If Customer does not comply with all or part of the Agreement (including failing to pay all or part of an 2CRSi invoice), 2CRSi will be entitled, subject to reasonable prior notice, to abstain from providing and/or performing or to suspend the provision of Supplies. The Customer may not claim any compensation for such suspension or non-performance of Services or unavailability of the Products.

3.8 - Late payment of any Charges shall bear interest from due date until full payment. Interest for late payment shall be calculated as per legal interest rate fixed by the central bank of the Territory increased (when permitted by law) by ten points, unless a different local regulation applies and without prejudice of other remedies. Where French law applies to the Agreement, any late payment shall also entitle 2CRSi to claim, without prior notice, the fixed compensation for recovery costs of forty (40) euros provided for in Article L. 441-10 of the French Commercial Code, without prejudice to any claim for additional compensation where the actual recovery costs exceed such amount.

3.9 - Factoring and assignment of receivables:

3.9.1 - Customer expressly acknowledges and agrees that 2CRSi may, at any time, assign, transfer, pledge or otherwise dispose of, for financing or credit insurance purposes, any receivables arising under the Agreement, including to any bank, factoring company or other financial institution, without Customer’s prior consent.

3.9.2 - Upon written notification from 2CRSi or from the relevant assignee of such assignment and of the identity and payment instructions of the assignee, Customer shall pay the assigned receivables exclusively to such assignee in accordance with the notified payment instructions.

3.9.3 - Any such assignment of receivables shall not release 2CRSi from its obligations under the Agreement and shall not affect Customer’s rights under the Agreement, it being understood that Customer shall not be entitled to invoke against the assignee any set-off or counterclaim other than those that are strictly connected to the assigned receivable and that arise from the Agreement.

4. Cooperation

Parties shall cooperate in the proper performance of the Agreement. Each will appoint a representative and will inform the other without undue delay of any event which may affect the proper performance of the Agreement.

5. Customer’s obligations

The Customer shall, in a timely and proper manner:

5.1 - provide 2CRSi´s personnel, Contractors and third parties with all information, documentation, as well as all access required to its systems and/or sites, if they are necessary for 2CRSi to fulfil its obligations with the Customer or with those Contractors and third-parties (including- for example- in case 2CRSi is subject to a third-party industrial, certification or partner audit), subject to all parties compliance with the Confidentiality obligations of this Agreement. In case that – upon Customer request- this information and documentation related to the execution of the Agreement can only be hosted within Customers IT environment or sites, Customer must ensure 2CRSi interrupted access to such IT environment and sites at no cost for 2CRSi, along the Agreement execution and 24 months after, for the sake of 2CRSi having access to information and documentation that evidence the Agreement execution (and – if needed- 2CRSi being able to share those evidences with third parties). Customer failure to comply with this obligation will be considered a Customer material breach.

5.2 - comply with all tasks assigned to the Customer in accordance with the Proposal or any other document agreed by the Parties.

5.3 - provide, if requested by 2CRSi, a suitable environment (including air conditioning, power supply etc.) into which the Supplies shall be implemented in compliance with 2CRSi’ specifications and/or 2CRSi’ pre-requisites and obtain all authorizations necessary (e.g.: from software licensors, landlords etc.) for 2CRSi to perform its obligations under the Agreement.

5.4 - carry out Acceptance of Supplies as soon as delivered or completed by 2CRSi.

5.5 - ensure protection of its data and software as may be necessary and undertake, particularly but not limited to, all necessary data and software backup before 2CRSi’ intervention.

5.6 - ensure that it uses up to date virus detection and eradication tools and observes good practice to prevent viruses from contaminating its IT environment.

5.7 - use the Supplies in accordance with the law, Documentation and (if any) 2CRSi´ instructions. Unless specifically authorized in the Proposal, Customer shall not modify the Supplies without 2CRSi’ written approval. In case of unauthorized use or modification, any warranty provided by 2CRSi shall cease immediately as will any associated indemnity of any kind as provided under this Agreement.

6. Intellectual property

6.1 - Neither Party shall obtain any rights of ownership or interest in any intellectual property owned by the other Party, or any third party prior to or at the date of the Agreement.

6.2 - All intellectual and industrial property rights in and to the Supplies (including but not limited to Results, patent, copyright, trademark, trade secret etc.) and all other intellectual and industrial property rights otherwise developed and/or used within the performance of the Agreement, shall remain with and shall be owned exclusively by 2CRSi and/or its licensors, and Customer shall have no right, title or interest therein or thereto. Customer will not claim any such right, title or interest or take any position adverse to 2CRSi’s or its licensors’ ownership of all such rights, title and interests.

6.3 - 2CRSi reserves the right to use any knowledge, methods, studies, processes and know-how implemented or developed by 2CRSi within the performance of the Agreement, for the purpose of performing services for other customers including producing similar results or identical functions.

6.4 - 2CRSi will defend Customer against third party’s claims alleging that the use or possession of the Supplies directly infringes any patent, copyright, registered design, utility model or like intellectual property right or industrial property right, and indemnify Customer against any damages which may be finally and definitely awarded against it by a court of competent jurisdiction, provided Customer promptly notifies 2CRSi in writing of such claim, that 2CRSi is given immediate and complete control and at 2CRSi’ option conduct of any such claim, and provided that Customer gives 2CRSi all reasonable assistance.

6.5 - If, in such event, a final injunction is obtained against the use of any part of the Supplies by reason of infringement of such intellectual property right, 2CRSi shall, at its option and expense, either:

6.5.1 - procure for the Customer the right to continue to use the Supplies; or

6.5.2 - modify the Supplies so that they become non infringing; or

6.5.3 - replace the Supplies with non-infringing supplies with equivalent functions, technical specifications and performances.

6.6 - The above provisions shall not apply (i) if Customer acts or omit to act in a manner which may directly or indirectly prejudice 2CRSi in the defense of the claim, and/or (ii) to aspects of the Supplies which were performed, developed or manufactured according to designs and/or specifications and/or instructions provided by or on behalf of the Customer, and/or (ii) to parts of the Supplies which were supplied to 2CRSi by or on behalf of Customer and/or (iii) for any claim based on the use of the Supplies in combination with any hardware, software, product, devices, program, data, method or process not provided by 2CRSi, and/or (iv) for any claim based on the use of the Supplies in a manner for which the Supplies was not designed and/or (v) in case where the claims are founded on modifications or alteration of the Supplies made without 2CRSi’s express prior authorization and/or (vi) to any claim arising from any open source or freeware software whether or not implemented in the Supplies.

6.7 - The foregoing states 2CRSi’ entire obligation, and the Customer’s exclusive remedy, for infringement of intellectual property rights.

6.8 - 2CRSi is the owner of certain registered trademarks and logos which constitute the sole and exclusive property of 2CRSi. Their use without 2CRSi prior written approval will constitute a violation of the intellectual property laws that will give rise to appropriate procedures.

7. Limitation of liability

7.1 - 2CRSi does not seek to limit or exclude any liability of 2CRSi for death or personal injuries, or where that liability arises from gross negligence or fraudulent misrepresentation.

7.2 - Any liability of 2CRSi for loss of the Customer’s data, programs or other electronic records shall be limited to the cost of re-loading the Customer’s last backup copies (if any).

7.3 - Subject to Clause 7.1 above and to the extent permitted by law, 2CRSi shall have no liability under the Agreement for any indirect, incidental or consequential damages and losses of any kind, no liability to loss of anticipated savings, loss of profit and business, arising either from negligence, misrepresentation, other fault of 2CRSi, or arising from breach of any contract between 2CRSi and the Customer or in tort, strict liability or equity. Notwithstanding the foregoing, this exclusion shall not apply to the extent such indirect or consequential damages result from 2CRSi's gross negligence (faute lourde) or willful misconduct (dol).

7.4 - Except as provided under Clause 7.1, the aggregate liability of 2CRSi to Customer, regardless of the basis that liability may arise, on all claims of any kind (including any form of indemnification), shall be limited to the sum equal to the aggregate amount invoiced by 2CRSi during the twelve (12) months immediately preceding 2CRSi's first receipt of the first claim or, if no amount has been invoiced during such period, to the total amount invoiced under the Agreement.

7.5 - Customer shall indemnify 2CRSi against all third-party claims relating to Supplies, where these claims are based on negligence or other alleged fault attributable to the Customer or its contractors, or to Customer’s or its contractor´s modification of the Deliverables, and such claims would have been avoided in the absence of those faults or modifications.

7.6 - Except in relation to actions for non-payment of Charges, no claim or action of any kind shall be made by any Party to the other more than two (2) years after the occurrence of the cause of action.

8. Confidentiality

8.1 - Each Party shall treat as confidential any information identified as "Confidential" or which, by its nature, would reasonably be understood to be confidential, received or made available from the other Party under the Agreement and shall not disclose the same or any particulars thereof to any third party without the prior written consent of the other Party. "Confidential Information" shall include without limitation, Proposal, pre-sale and any commercial document, Supplies and associated Documentation, operating manuals, specifications and any information or knowledge which relates to the business or trade secrets of one Party whether communicated orally or by electronic media or in writing to the other Party.

8.2 - The Party to whom Confidential Information has been disclosed, shall disclose the same only to those of its employees and/or its Contractors and/or auditors who are directly involved or engaged for the purposes of the Agreement, or who need to know the same for the purpose of the audit, and will ensure that such employees, Contractors and auditors are aware of and comply with these obligations of confidentiality.

8.3 - The obligations of confidentiality contained herein shall however not apply to information which: (i) has come within the public domain otherwise than by breach of this Agreement or any agreement between the Parties, or (ii) has been obtained from a third party who is free to divulge the same without infringements, or (iii) is required by law or any competent regulatory body, provided that the Party which is required to disclose shall use all reasonable efforts to prevent or limit the disclosure and give the other Party prompt notice of it.

8.4 - Upon completion of Products delivery and/or execution of Services, each Party shall return or destroy all Confidential Information received from the other Party in connection with this Agreement.

8.5 - This obligation of confidentiality shall remain in force during the term of the Agreement(s) and for three (3) years after its termination.

8.6 - 2CRSi shall be authorized to communicate on the existence of this Agreement and the Customer as its commercial reference.

9. Compliance with laws

9.1 - Representations, warranties and undertakings
Each Party represents and warrants to the other Party that, at the date of the Agreement:

9.1.1 - it complies with applicable laws and regulations;

9.1.2 - it has internal policies in place to comply with the required standards of integrity and ethics in connection with the operation of its business;

9.1.3 - neither Party, nor anyone acting on its behalf has been convicted of or subject to any sanctions by a statutory, regulatory or judicial authority in connection to a violation of Compliance Laws having occurred within the past five (5) years.

Throughout the Agreement, Parties undertake to perform in accordance with Compliance Laws.

9.2 - Potential breach and duty to inform

In case of breach of any of the representations, warranties or undertakings set forth in Clause 9.1, including any compliance-related event in connection with the Agreement (such as, but not limited to, the opening of an investigation by a statutory, regulatory or judicial authority in relation to a violation of Compliance Laws), if such breach is likely to affect the reputation of the other Party, each Party undertakes to inform the other Party without any delay and to provide any information reasonably requested by the other Party on the matter.

9.3 - Export Controls

9.3.1 - Customer acknowledges that Supplies provided under this Agreement may be subject to import and export control regulations (“Export Control Regulations”), and any transfer of the Supplies must comply with all Export Control Regulations. Therefore, Customer shall not (re)sell, export or re-export, directly or indirectly, to a country (or for use in such country) or transfer to an Affiliate any Supplies provided under this Agreement (even if incorporated into other products), should the action of doing so breach any law or regulation applicable to the Agreement, or cause 2CRSi to be in breach of any law or regulation it is or may be subject to.

9.3.2 - 2CRSi is responsible for making reasonable efforts to obtain and maintain the necessary governmental authorization for the delivery of Supplies. The Customer must provide 2CRSi in a timely manner with all information and documents (such as end user statement and program description) necessary to carry out any necessary export control assessment related to the Supplies, or to obtain any relevant government authorizations.

9.3.3 - Customer warrants that Supplies shall not be used for design, development, or production of any nuclear, military, ballistic, biological or chemical weapons; nor shall they be transferred and/or resold if Customer knows or suspects that they are intended or likely to be used for such a purpose.

9.3.4 - Customer hereby represents and warrants that Supplies will not be used in conjunction with transactions with any entity and/or individual designated as a sanctioned, denied party, specially designated national or restricted party under lists published by the US, the EU or other applicable jurisdictions.

9.3.5 - Customer hereby acknowledges that 2CRSi may be prohibited from participating in or supporting boycotts of certain foreign countries if such boycotts are discriminatory, unsanctioned or unlawful under laws applicable to 2CRSi or the transaction in question. For this reason, neither Party shall take (or be required to take) or refrain from taking any action that is not permissible or prohibited under the laws of an applicable jurisdiction.

9.3.6 - 2CRSi shall not be held responsible for any revocation of authorizations of licenses due to any regulatory change.

9.3.7 - In case of breach by Customer of any of the provisions set forth in this Clause, 2CRSi may notify the Customer of the immediate suspension of the Services and/or the Agreement for material breach, in whole or in part. If Customer fails to remedy such material breach to the satisfaction of 2CRSi within a period of fifteen days as of receipt of the notification, 2CRSi may immediately and unilaterally terminate the Agreement without being liable for any penalty or indemnification and shall retain all rights to claim any damages, losses, expenses and costs arising out of such breach.

9.4 - Encryption mechanisms

2CRSi would advise Customer that the supply, use, export and/or transit between European Union countries of Product incorporating encryption mechanisms are Dual Use items and are governed by the specific export rules issued by European and any other relevant country’s authorities and is subject to prior authorization from the said authorities. Such authorizations may be limited and/or temporary and/or conditional upon compliance with certain specific restrictions. Such authorizations may be cancelled by the issuing authorities under their sole responsibility.

9.5 - Data protection

9.5.1 - Roles of the Parties. Each Party shall comply with all applicable data protection and privacy laws and regulations, including, where applicable, Regulation (EU) 2016/679 (“GDPR”) and any national implementing law. The Parties acknowledge that: (i) each Party acts as an independent controller in respect of the personal data of its own employees, contractors and business contacts processed for the purposes of managing the commercial relationship under the Agreement; and (ii) 2CRSi may act as processor on behalf of the Customer when providing certain Supplies that involve the processing of personal data of Customer’s end-users or customers.

9.5.2 - 2CRSi as controller. Where 2CRSi acts as controller (in particular for personal data relating to Customer’s representatives and contacts), such processing shall be carried out for the purposes of managing the commercial relationship, performing the Agreement, complying with legal obligations and, where applicable, for 2CRSi’s legitimate interests (such as improving its products and services, preventing fraud and ensuring IT security), in accordance with 2CRSi’s then-current privacy notice made available to data subjects. Each Party shall ensure that it has provided all necessary information to its data subjects and, where required, obtained any necessary consents

9.5.3 - 2CRSi as processor. Where, in the context of the Supplies, 2CRSi processes personal data on behalf of the Customer, 2CRSi shall: (i) process such personal data only on documented instructions from the Customer and solely for the purposes of performing the Agreement; (ii) ensure that persons authorized to process such personal data are bound by confidentiality obligations; (iii) implement appropriate technical and organizational measures to protect such personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access; (iv) only engage other processors under a written agreement imposing data-protection obligations not less protective than those set out in this Clause, and remain responsible towards the Customer for the performance of such other processors; (v) taking into account the nature of the processing, provide reasonable assistance to the Customer in responding to data subjects’ requests and in complying with its own obligations under applicable data protection law, to the extent required by such law; (vi) notify the Customer without undue delay after becoming aware of a personal data breach affecting the personal data it processes on the Customer’s behalf; and (vii) upon termination of the relevant Supplies, at Customer’s choice and subject to any mandatory legal retention requirements, delete or return such personal data and delete existing copies. 2CRSi shall make available to the Customer, upon request and subject to confidentiality obligations, all information reasonably necessary to demonstrate compliance with the obligations laid down in this Clause and shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, provided that (i) such audits are conducted with at least fifteen (15) business days' prior written notice, (ii) during normal business hours, (iii) no more than once per calendar year unless required by a competent supervisory authority, and (iv) the Customer bears its own costs relating to such audit.

9.5.4 - International transfers. Where the performance of the Agreement involves the transfer of personal data outside the European Economic Area or any jurisdiction imposing similar restrictions, such transfers shall be made only: (i) to countries that ensure an adequate level of protection as recognized by the competent authority; or (ii) subject to appropriate safeguards in accordance with applicable data protection law (such as standard contractual clauses or equivalent mechanisms)

9.5.5 - Data Processing Agreement. Where required by applicable data protection law or agreed by the Parties, the Parties shall enter into a separate data processing agreement which shall supplement this Clause and, in case of conflict with this Clause in respect of processing carried out by 2CRSi as processor, shall prevail.

10. Termination of the Agreement

10.1 - Without prejudice to any other right or remedy, either Party may terminate the Agreement with immediate effect, without any formalities required, pursuant to a registered communication with acknowledgment of receipt served on the defaulting Party, if the defaulting Party commits a material breach of its obligations under the Agreement, and, in the case of a breach capable of being remedied, if it does not remedy the breach within thirty (30) calendar days of the written notice.

10.2 - Without prejudice to any other right or remedy, 2CRSi may terminate the Agreement with immediate effect without any formalities required, pursuant to a registered communication with acknowledgment of receipt served on the Customer:

10.2.1 - where Customer’s default is in respect of non-payment of Charges which is not remedied within fourteen (14) calendar days after receipt of such communication.

10.2.2 - to the extent permitted by law in case of the Customer’s insolvency, bankruptcy or liquidation.

10.3 - Upon termination or expiry of the Agreement, the Customer will:

10.3.1 - At its costs and on 2CRSi’ request, forthwith return to 2CRSi any HW for which 2CRSi has not received payment in full and if requested, and/or permit 2CRSi forthwith to enter its premises to remove the HW.

10.3.2 - For SW, where the license granted to Customer terminates at the same time as the Agreement terminates or at its expiration, then Customer will return or destroy the SW and all copies in its possession. In this last case, Customer will provide to 2CRSi a certificate of destruction.

10.4 - Upon termination or expiry of the Agreement, all those provisions which were stipulated specifically as surviving the termination of the Agreement or by their nature extend beyond its termination, shall remain in full force and effect.

10.5 - Upon termination, Customer shall pay all Charges (including interest) due and payable as if such termination had not occurred. Such amounts shall also include any unrecovered proportion of the Charges associated with all costs and investments incurred by 2CRSi at the date of termination.

10.6 - Upon termination or expiry of the Agreement for any reason, the following provisions shall survive and remain in full force and effect: Clauses 6 (Intellectual property), 7 (Limitation of liability), 8 (Confidentiality), 9.5 (Data protection), 12 (Governing law and venue), and any other provision which by its nature is intended to survive termination.

11. Force majeure

11.1 - Neither Party shall be liable for any breach in performing any of its obligations under the Agreement if such breach is due to a force majeure cause or any cause whatsoever beyond its reasonable control.

11.2 - Parties agree the following is a non-exhaustive list of events of force majeure events: acts of God, natural or not disaster, riot, war, delay by carrier, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing 2CRSi from performance and barring remedies for non-performance.

11.3 - The force majeure event must be notified to a Party as soon as it is aware of the occurrence of such an event, and at the latest within seven days of the occurrence of said event. If the force majeure event persists for a ninety (90) days period, each Party may terminate the remaining performance of Agreement without any liability, by giving notice, by a registered letter with acknowledgment of receipt, of such termination to the other Party, if no workaround has been found. Customer shall pay for all Charges in respect of Supplies delivered and/or 2CRSi costs incurred up to the termination date.

11.4 - The Parties acknowledge that, given the nature of 2CRSi's business (including but not limited to its exposure to fluctuations in component costs, component shortages, modifications to customs duties or tariff policies applicable to the Supplies, energy prices, or supply chain constraints), and the fact that 2CRSi commits to firm pricing in its Proposals, it is fair and reasonable for the benefit of the hardship mechanism to be reserved to 2CRSi. Accordingly, if a change in circumstances unforeseeable at the time of conclusion of the Agreement renders performance by 2CRSi excessively onerous, and 2CRSi had not assumed that risk, 2CRSi may request renegotiation of the affected obligations. The Customer acknowledges having been informed of this asymmetry and expressly waives any right to invoke hardship, changed circumstances, or any equivalent doctrine under applicable law to seek renegotiation, revision or termination of the Agreement.

12. Governing law and venue

The construction, validity and performance of the Agreement shall be governed by the law of Territory (without giving effect to its conflict of laws principles). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Courts of the Territory shall have exclusive jurisdiction for any disputes, in connection with or arising out of the Agreement or its creation, which cannot be settled amicably.

13. Miscellaneous

13.1 - Customer may not assign the Agreement without 2CRSi prior written consent. 2CRSi shall have the right to assign, transfer or novate this Agreement, in whole or in part, and any of the rights, obligations and remedies hereunder, to any third party. 2CRSi shall inform the Customer of the identity of the third party if such assignment, transfer or novation takes place.

13.2 - The Agreement states 2CRSi entire obligation and total liability whether in contract, tort or otherwise in respect of its obligations and liability under these terms and conditions and are in lieu of and exclude any conditions and warranties implied by statute law or otherwise insofar as the law allows.

13.3 - Each Party shall have in place and maintain sufficient insurance to cover any potential liability, arising under the Agreement.

13.4 - Failure or neglect by a Party to enforce at any time any of the terms of this Agreement shall not be construed to be a waiver of that Party’s rights, or in any way affect the validity of the whole or any part of this Agreement, or to otherwise prejudice that Party’s rights to take subsequent action.

13.5 - In the event of any part of this Agreement being or becoming void or unenforceable, then that part shall be severed from this Agreement to the intent that all the remaining parts shall remain in full force and effect and be unaffected by any severance.

13.6 - Any notices permitted or required under an Agreement shall be in writing and shall be deemed given when delivered (i) by hand with written acknowledgment of receipt; (ii) by certified or registered mail, with proof of delivery. Notices shall be sent to the addresses and to the Parties designated representative as mentioned in 2CRSi Proposal and Customer Order.

14. Non solicitation

14.1 - Customer undertakes, throughout the Term of the Agreement and for a period of six (6) months following its Termination, not to directly solicit, recruit or attempt to recruit any 2CRSi 'employee’ who has participated in the performance of the present Agreement.

14.2 - This obligation shall not prevent unsolicited application or recruitment following public advertisement of a job offer, without actively poaching.

14.3 - In the event of a breach of this Clause, the defaulting Party undertakes to pay the other Party a fixed indemnity equivalent to six (6) months' gross remuneration for the employee concerned, without prejudice to any other damages.

15. Ethics

The development of 2CRSi is based on a set of values and guidelines with respect to business ethics. In this purpose, 2CRSi has issued a code of conduct/ethic, addressed to its employees and suppliers doing business/entering contracts with 2CRSi. This code of conduct/ethics is in line with the principles of the United Nations Global Compact, dealing with human rights, environmental protection, sustainable development, bribery and corruption. The parties agree to strictly comply with all laws and regulations on bribery, corruption and prohibited business practices.

16. Use of Artificial Intelligence (“AI”)

16.1 - Customer acknowledges and agrees that 2CRSi may use an AI System to deliver the Agreement provided that such AI Systems are (i) set out in the Agreement or (ii) approved in writing by Customer on a case-by-case basis.

16.2 - 2CRSi acknowledges and agrees that all provisions under this Agreement shall apply in the same way to any Service and/or Deliverable provided and/or developed fully or partially using an AI System except for the following:

16.2.1 - Both Parties acknowledge and agree that works generated by an AI System may not be eligible to copyright protection in certain countries.

16.2.2 - Any prompt used by 2CRSi in the context of the Agreement (and all Intellectual Property Rights related to such prompt) shall remain the ownership of 2CRSi without any license being granted to Customer.

16.3 - In case the Proposal is related to the development of a specific application and/or Service based on an AI System, the Parties agree to the following:

16.3.1 - Such applications and/or Services shall be limited to one (or several) specific Use Case(s) as documented in the Proposal.

16.3.2 - In case any Use Case presents significant risks (“high-risk”) in accordance with the EU AI Act and therefore imposes compliance obligations, the Parties shall agree and specify accordingly the specific legal terms and conditions, the requirements and the work to be performed by 2CRSi and the Customer, as the case may be, as well as the related financial conditions to achieve compliance with such legislation.

16.3.3 - In case such AI System is used directly by employees or contractors of the Customer and/or trained on Customer proprietary data, the Parties shall agree to specific terms related to such use accordingly.

17. Accessibility Compliance Clause

Within the scope contracted in this Agreement the following principles will apply:

17.1 - Regulatory Conformance. Each Party undertakes to apply the principles of applicable accessibility regulations relevant to the contracted Supplies, in accordance with the applicable laws.

17.2 - Customer System Accessibility. Customer undertakes to guarantee that all systems, platforms, and digital environments accessed or utilized by 2CRSi personnel are fully compliant with internationally recognized accessibility standards, including WCAG 2.1 and EN 301 549.

17.3 - Mandated Technologies. Whereas Customer may request that the Products and/or Services provided under this Agreement comply with certain regulations that are not of mandatory application, it is hereby agreed that 2CRSi shall not be obligated to comply with such request unless and until the Parties have reached a prior written agreement on the scope and the corresponding price of such request.

17.4 - Customer assumes full liability for any accessibility non-compliance, defects, or breaches arising from technologies beyond 2CRSi’s control.

Part 2 - Specific Sales Terms and Conditions related to Hardware Products (HW)

In addition to the General Terms and Conditions (Part 1), Part 2 is applicable for Proposals under which 2CRSi provides HW to the Customer.

1.Order, delivery, shipment and Site preparation

1.1 - Orders validly accepted by 2CRSi are, as a principle, firm and non‑cancellable. If, by exception, 2CRSi accepts the cancellation or modification of an Order at the Customer’s request, the Customer shall pay 2CRSi a lump‑sum cancellation fee equal to fifteen per cent (15%) of the ex‑VAT amount of the cancelled portion of the Order, without prejudice to 2CRSi’s right to claim higher damages if its actual loss exceeds such amount.

1.2 - Orders relating to servers or other HW specifically manufactured, assembled or configured according to the Customer’s specifications (including, without limitation, chassis, power supply, motherboard, microprocessor, graphics card, RAM, hard disk or SSD) are strictly non‑cancellable and non‑refundable once the Order has been accepted by 2CRSi. The full price of such custom‑made HW shall remain due notwithstanding any subsequent cancellation by the Customer.

1.3 - If 2CRSi manages shipment of HW on behalf of the Customer, 2CRSi shall ship and deliver HW to the Site referred to in the Proposal, which shall stipulate all Customer delivery costs.

1.4 - 2CRSi shall use its reasonable endeavors to meet the estimated delivery and/or installation date as stated in the Proposal and will inform Customer in case of any delay in delivery and/or installation. The estimated delivery and/or installation date shall automatically be extended in the event (i) of issues or changes in the market availability of components for the HW or (ii) that Customer (or its subcontractors or partners) is/are delayed in fulfilling any of its obligations under this Agreement, and such extension shall be the period required for resolution of such events.

1.5 - If the Site is not ready for delivery and/or installation on the estimated delivery and/or installation date, and if the delivery and/or shipment and/or installation is postponed as a consequence or extended due to the Customer’s (or its subcontractors or partners) delay in fulfilling any of its obligations, all costs deriving from such delay shall be invoiced by 2CRSi as soon as possible and shall be borne by the Customer.

2. Acceptance and installation

2.1 - HW shall be installed by Customer unless the Proposal provides that 2CRSi shall provide the installation services of HW.

2.2 - When HW is installed by the Customer:

2.2.1 - Customer shall install HW in compliance with 2CRSi HW’s installation procedure provided with HW or provided upon the request of Customer.

2.2.2 - Acceptance of HW shall be deemed to occur upon delivery on the Site.

2.2.3 - Customer can notify 2CRSi of any justified reservation of any HW non-compliance with agreed specifications in writing, within fifteen days of such delivery date. In such case, the Acceptance of HW will occur after 2CRSi’s correction of such justified reservation.

2.3 - When HW is installed by 2CRSi, Customer’s Acceptance shall occur on the date of successful completion of a Site approval test as described in the Proposal. If Customer postpones the installation or the Site approval test of the HW for more than 5 days after the delivery date, HW shall be deemed Accepted de jure without reservation at the date of delivery. The Customer shall not put HW into production or any other use before acceptance has occurred in accordance with this clause, if not, HW shall be deemed accepted de jure without reservation at the date of production or use.

3. Transfer of title and risk

3.1 - Risk in the HW shall pass to Customer upon delivery (in accordance with the Incoterm EXW).

3.2 - Title in HW (except for software referred to in Clause 1.2 of Part 3) shall pass to Customer upon payment in full of all sums due in respect of the HW concerned. Until aforesaid full payment:

3.2.1 - 2CRSi remains the sole owner of HW and is entitled to demand repossession or its price thereof in case of non-payment of HW Charges.

3.2.2 - Customer shall store HW separately and ensure HW is marked clearly as 2CRSi’s property. The Customer undertakes to exercise all due care in the custody and conservation of HW and to subscribe any useful insurance covering, at least, risks of loss, theft and damage, for an amount not lower than its replacement value.

3.2.3 - The Customer shall not assign, rent, lend, pledge, grant any security over HW, or transfer ownership of HW by way of security, and shall refrain, until full payment, from transforming, incorporating or reselling HW, unless expressly authorized in writing by 2CRSi. If, in the ordinary course of business and with 2CRSi’s authorization, HW is resold before full payment, the Customer hereby assigns to 2CRSi, as security, all receivables against the sub‑purchasers up to the amount owed to 2CRSi and undertakes to notify such assignment to the sub‑purchasers at 2CRSi’s first request.

3.2.4 - 2CRSi authorizes Customer to use HW in the ordinary course of the Customer’s business if Customer insures and keeps insured HW for its full replacement value on an “all-risks” basis to the reasonable satisfaction of 2CRSi, and that 2CRSi shall be designated as the beneficiary of the indemnity in case of sinister until full payment. In case of default of payment, 2CRSi may revoke its authorization anytime.

3.2.5 - Payments received from the Customer shall be imputed first to interest and costs, and then to the oldest outstanding invoices. Any costs incurred by 2CRSi in connection with the enforcement of the retention of title clause, including transport costs and costs incurred to establish inventories, shall be borne by the Customer.

3.3 - In the event of (i) a non‑payment in full at due date, (ii) a commencement of insolvency or similar proceedings, or (iii) a seizure or any third‑party measure affecting HW, the Customer shall immediately inform 2CRSi in writing and take all steps to allow 2CRSi to exercise its rights, including reclaiming HW at the Customer’s expense, wherever HW may be located, including, where applicable, at the premises of any sub‑purchaser, to the extent permitted by mandatory law.

4. Intellectual Property

4.1 - Operating SW is not delivered or included as part of the HW. Terms of operating SW delivery and licenses are set out in Section 3.

4.2 - HW may have Microcode embedded. 2CRSi and its licensor grant Customer a non-exclusive, non- transferable and non-sub-licensable license to use Microcode for the operation of the said HW in accordance with Microcode license agreement to be provided by 2CRSi upon Customer’s request. By using HW, Customer accepts the terms of said license and acknowledges its enforceability and applicability. In case of transfer of HW, the new owner will subscribe to a Microcode license agreement in the terms mentioned above towards 2CRSi.

5. Warranty

5.1 - 2CRSi warrants that, for the warranty period defined in the Proposal or otherwise in the Documentation, each HW shall be free from defects in material and workmanship and shall conform to its Documentation. The warranty period shall start at the date of HW delivery or installation. 2CRSi’s entire obligation and the Customer’s exclusive remedy under such warranty (at 2CRSi’s reasonable option) are to repair any defective HW or defective component of the HW, or to replace them with new or equivalent in a reasonable time.

5.2 - The above warranty does not apply to defects (i) caused by normal use and wear of the HW, (ii) caused by the use or operation of the HW (or any part thereof) other than as intended or recommended by 2CRSi in the Documentation (including improper installation by the Customer), (iii) caused by modifications or alterations made to the HW (or any part thereof) by anyone other than 2CRSi, (iv) which are the result of the HW (or any part thereof) being subjected to unusual physical or electrical stress, flood, fire, neglect, abuse, accident, misuse, (v) caused by the Customer’s systems connected with the HW, and shall not apply also (vi) if the serial number(s) has been removed or altered.

5.3 - Consumable parts, such as batteries etc., are excluded from the aforesaid warranty.

5.4 - These warranty provisions may be supplemented by Specific Terms and Conditions (STC) for warranty applicable to 2CRSi specific Products (as provided with the said Product and the Proposal). In case of deviation between this clause and the STC of warranty, the STC of warranty shall prevail.

5.5 - To the extent permitted by law and/or otherwise agreed by 2CRSi, the aforesaid warranty shall extend directly to Customer only and not to Customer’s customers, agents or representatives and is in lieu of all other warranties, whether express or implied.

5.6 - Return of HW

5.6.1 - 2CRSi only accepts returns that comply with its then‑current Return Material Authorization (RMA) policy, as communicated to the Customer or made available upon request, which forms part of the Proposal. Where the Customer fails to collect HW returned and held at its disposal by 2CRSi within the time limit communicated by 2CRSi, 2CRSi shall be free to dispose of such HW and the corresponding invoice shall remain payable at due date.

5.6.2 - No return will be accepted for a total ex‑VAT value lower than fifty (50) euros (or the equivalent amount in the currency applicable in the Territory). Any return accepted by 2CRSi for reasons attributable to the Customer (including but not limited to ordering error, absence of defect or misuse) shall give rise to the invoicing of an administrative handling fee equal to ten per cent (10%) of the total ex‑VAT value of the returned HW, with a minimum of fifty (50) euros (or the equivalent amount in the currency applicable in the Territory) per return, without prejudice to any transport costs that may be invoiced separately.

5.6.3 - Unless otherwise expressly agreed by the Parties, the Customer shall bear all transport costs and formalities relating to the return of HW. The Customer shall include in the return parcel a copy of the invoice and a detailed note explaining the reason for the return. Returned Products must be complete, in their original packaging where possible or, failing that, in packaging equivalent to that used for delivery and compliant with applicable standards to prevent any additional damage during transport. The Customer bears all transport risks associated with the return of the HW.

5.6.4 - No HW may be returned to 2CRSi without 2CRSi’s prior written authorization in the form of a RMA number reference. Any request for return must, as a minimum, indicate (i) the invoice number and date, (ii) HW reference, (iii) serial number, (iv) reason for the return and, where applicable, (v) the results of any diagnostic tests carried out by the Customer.

5.6.5 - Defective HW authorized for return by 2CRSi shall be shipped back to the address indicated by 2CRSi within three (3) business days following communication of the RMA number. The RMA number must be clearly indicated on the outer packaging and accompanying documentation. 2CRSi may refuse any return shipped after this period or without a valid RMA number.

6. End of life of HW

6.1 - Parties agree to comply with their respective applicable laws (such as Waste Electrical and Electronic Equipment Directive).

6.2 - In accordance with and subject to the above-mentioned regulations, when 2CRSi is the HW producer, 2CRSi shall be responsible for the organization, collection and treatment of the waste at HW’s end of life. The Customer shall notify 2CRSi in writing of any resale of HW with all details of the new owner and will transfer the notification obligation to the new owner.

6.3 - In all other cases, Customer shall be responsible for the treatment of waste at the HW’s end of life strictly in compliance with the above-mentioned regulations.

Part 3 – Sales Specific T&Cs related to Software Product (SW)

In addition to the General Terms and Conditions (Part 1), Part 3 is applicable for Proposals under which 2CRSi provides SW to the Customer.

1. Terms applicable for SW licensed to Customer

1.1 - 2CRSi grants and Customer accept a non-exclusive and non-transferable license(s) to use in object code the SW listed in the Proposal, only with the designated HW (and, where relevant, up to the specified number of users) for the duration and in the country as stated in the Proposal and in accordance with these terms. Nevertheless, if the Customer is temporarily unable to use the SW on the designated HW, it may temporarily transfer the SW onto another HW on a site, provided it gets 2CRSi approval beforehand.

1.2 - 2CRSi, together with its licensors, retain all rights, title and interest in SWs and Documentation and any improvements thereto. SW may include third-party developed software including open-source software. It is understood by Customer that the license to use such third-party software, even if provided by 2CRSi, shall be subject to the terms of the third-party software owner(s), which shall in all respects be binding upon Customer, and shall prevail to herein license terms in case of discrepancies.

1.3 - Customer will not:

1.3.1 - Reverse engineer, reverse compile or disassemble any SW, except that Customer is authorized (if it is essential) to access information necessary to achieve interoperability of the SW with other software provided that:

a. Any such necessary information has not been previously readily available to Customer, and

b. Access is confined to the parts of the SW necessary to achieve interoperability, and

c. Customer will not communicate any such information to third parties except when it is essential to achieve interoperability of the SW with the said third party’s software, and

d. Customer will not use any such information for the development, production or marketing of software substantially similar to the SW or do any other act which infringes copyright in the SW, and

e. Customer will obtain from any third party as applicable the same undertaking set out hereof and including this provision if Customer needs to communicate such information to any such third party, including other software licensors to achieve interoperability of the SW with other software.

1.3.2 - Make any copy of the SW except one copy as a "security copy" provided that no security copy was enclosed with the SW when supplied.

1.3.3 - Make any correction modification, adaptation, arrangement, translation or reproduction of any licensed SW.

1.3.4 - Transfer, sell, sub-license, communicate or supply the SW licensed by 2CRSi to any third party, in any manner whatsoever.

1.3.5 - Create derivative works of the SW.

2. Audit

2.1 - During the Term and for three (3) years thereafter, Customer agrees to keep all usual and proper records and books relating to each SW license sufficient to allow 2CRSi or its licensors to verify the compliance of Customer with the terms of license(s) set out in the Agreement.

2.2 - 2CRSi reserves the right to conduct an audit or to cause an audit to be conducted on the Customer’s premises and the Site as the case may be, at its expense, subject to seven (7) days prior notice.

2.3 - During the audit, Customer agrees to provide 2CRSi designated audit team access to the relevant customer’s records and facilities and to provide reasonable assistance. 2CRSi undertakes to keep confidential information collected during the audit in accordance with this Agreement.

3. Warranty

3.1 - 2CRSi warrants that the SW will substantially conform to its Documentation at the time of delivery from 2CRSi. Unless the Proposal sets out an alternative period of time, within 30 days from the date of delivery if demonstrable inherent defects make the SW materially non-compliant with the applicable Documentation, 2CRSi’ entire obligation and Customer’s exclusive remedy under the aforesaid warranty (at 2CRSi’ option) are either rectify such defects or supply alternative SW for the same purpose, or (if neither remedy can be reasonably supplied) then 2CRSi will repay to Customer the payments made for the affected SW. In this last case, the Agreement will be treated as discharged in respect thereof.

3.2 - This warranty does not cover defects arising:

3.2.1 - from any modification by Customer or a third party of the SW (unless made with 2CRSi's written consent).

3.2.2 - from operator error or misuse of the SW or from any HW or any fault in any HW or any software used in conjunction with the SW.

3.2.3 - use of a SW release older than the release level currently supported, unless otherwise agreed by 2CRSi in writing.

3.3 - 2CRSi represents that it has authority to grant the Customer the license or sub-license for the SW under the Agreement.

3.4 - 2CRSI HEREBY EXPRESSLY STATES THAT IT DOES NOT GIVE ANY OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SWS INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2CRSI DOES NOT WARRANT THAT THE OPERATION OF THE SWS SHALL BE ERROR FREE OR UNINTERRUPTED. 2CRSI FURTHER GIVES NO WARRANTIES WHATSOEVER WITH REGARD TO THIRD PARTY SOFTWARE (INCLUDING BUT NOT LIMITED TO OPEN-SOURCE SOFTWARE) WHICH ARE PROVIDED “AS IS” AND WITHOUT WARRANTY.

Part 4 – Sales Specific Terms and Conditions related to Services

1. General provisions

1.1 - Definitions

Unless the context requires otherwise, the following words and expressions shall mean:

Professional Services: among others technical services, including design, engineering, installation, configuration, integration, commissioning, and/or consulting services.
Support and Maintenance Services: support and maintenance services of Product according to the terms specified in the Proposal.

1.2 - Scope of Services

The Services provided under the Proposal may include Professional Services and/or Support and Maintenance Services. The development of Bespoke SW and cloud services are not provided by 2CRSi as a Service under the Proposal and shall be part of a specific and separate agreement.

1.3 - 2CRSi’ obligations

1.3.1 - 2CRSi shall make reasonable efforts to perform the Services, in a professional, workmanlike manner as per the Proposal and consistent with generally accepted industry standards.

1.3.2 - 2CRSi shall assign technically competent and properly trained personnel and/or Contractor(s) to perform the Services. 2CRSi shall determine the assignment of its personnel and/or its Contractors to any part of the Services. 2CRSi reserves the right, unless otherwise specifically stated in the Proposal, to replace or reassign any of its personnel and/or its Contractors during the performance of the Services.

1.4 - Customer’s obligations: Customer shall be responsible for:

1.4.1 - making available such appropriately experienced, knowledgeable and qualified staff as reasonably necessary where the performance of the Services requires the participation of the Customer.

1.4.2 - If applicable, obtaining all third-party licenses necessary for 2CRSi and its Contractor(s) to perform the Services.

1.4.3 - When Services are to be provided at the Customer’s Site:

1.4.3.1 - Providing (at its own expense) work and storage facilities including network and any equipment for the use of 2CRSi as required.

1.4.3.2 - Notifying 2CRSi in writing, prior to the commencement of the Services, of any rules and regulations (including but not limited to health and safety conditions applicable to the Site, its own personnel and / or data safety and security regulations), which 2CRSi’s personnel and Contractors shall comply with whilst carrying out the Services on Site. The Customer warrants that such rules and regulations are reasonable and will not restrict or delay 2CRSi in its Services performance. Customer shall use all reasonable endeavors to ensure the health and safety of 2CRSi's personnel and its Contractors while they are on the Customer's premises.

2. Professional Services

2.1 - Conditions of performance.

2CRSi shall provide Professional Services in accordance with the duration, territory, sites and working days/hours indicated in the Proposal. Services provided outside the agreed terms shall be subject to additional charges.

2.2 - Acceptance

Professional Services shall be deemed Accepted at the end of the period of supply as provided in the Proposal if the Customer makes no written justified objection (with evidence that 2CRSi has not performed the Services in accordance with the agreed terms) within 3 days after the end of the said period. When applicable, 2CRSi will re-perform any non-compliant Professional Services.

2.3 - Charges

2.2.1 - Unless otherwise agreed, Professional Services shall be charged on a time and material basis and shall be invoiced in accordance with the Charges and terms of the Proposal.

2.2.2 - The Customer will reimburse 2CRSi for all reasonable travel and living expenses incurred by 2CRSi in the performance of the Professional Services at a site other than the site specified in the Proposal.

3. Maintenance and Support services

2CRSi shall provide Maintenance and Support Services in accordance with the Proposal which shall state: the Products to be maintained and the level of services, available for the Products as chosen by the Customer.

3.1 - Description of Support and Maintenance Services

3.1.1 - Unless otherwise stated in the Proposal, Maintenance and Support Services shall be provided during 2CRSi’s normal working hours.

3.1.2 - Under the maintenance Services, 2CRSi shall provide corrective maintenance and/or preventive maintenance of HW according to 2CRSi’s procedures and in accordance with the Proposal.

3.1.3 - Under the support Services, 2CRSi shall provide corrective maintenance through applying a patch provided at the Customer’s request or through an update of the current version of SW, provided by 2CRSi to its customers in accordance with the Proposal.

3.2 - Conditions for the performance of the Maintenance and Support Services

To allow 2CRSi to properly perform the Maintenance and support Services, the Customer shall:

3.2.1 - Carry out updates and releases on Products when requested by 2CRSi.

3.2.2 - Use supplies and data media compliant with the standards specified by 2CRSi.

3.2.3 - Carry out the care services (such as cleaning) of the Product specified in the operating instructions.

3.2.4 - Describe in detail any errors and problems detected with the Product(s) and provide any information requested by 2CRSi on such errors and problems and comply with all instructions given by 2CRSi.

3.2.5 - facilitate access to the Products and make them available under the conditions specified by 2CRSi for the time needed to complete the Maintenance and Support Services.

3.3 - Limitations/Exclusions

The Maintenance and Support Services shall not include maintenance and support of the Product required in case of:

3.3.1 - defects that are not covered by the warranty in accordance with this Agreement.

3.3.2 - Customer’s failure to comply with the obligations provided in this Agreement.

3.3.3 - any external causes to the Product and the use of the Product with software and/or equipment other than those mentioned in the Documentation or recommended by 2CRSi.

3.3.4 - any modification of the law or regulations.

The Maintenance and Support Services shall not cover:

3.3.5 - the restoration of any data or files damaged or lost by the Customer or a third-party or due to any external event or factor.

3.3.6 - Any modification of the Product due to any change of the law or regulation except for mandatory modifications of the Product which are required for safety reasons.

3.4 - Term

The Support and Maintenance Services for the Products shall be provided for the period specified in the Proposal. Beyond this period, 2CRSi shall be entitled to: (i) terminate the Support and Maintenance Services or (ii) extend the Support and Maintenance Services under the charge of additional fees.