Supplier Terms for Software Development and IT Services

Version in effect for a Service Engagement: the version of these Terms made available by Supplier before or at the time Supplier accepts the Customer Request or Transaction Document that initiates the relevant Service Engagement. These Supplier Terms for Software Development and IT Services (“Terms”) govern the provision of software development and general IT services by Supplier to Customer. These Terms apply to business customers only. They are intended to serve as Supplier’s standard terms and may be made available by Supplier in written or electronic form and incorporated by reference through a Transaction Document, an Accepted Customer Request, or other contracting process described below. Where Customer requests, orders, authorizes, approves, accepts, pays for, or receives Services under or by reference to a Transaction Document or Accepted Customer Request that incorporates or refers to these Terms, and Supplier accepts that request in accordance with Section 1.4, these Terms and the applicable Service Engagement Records govern the relevant Service Engagement and the Services provided under it. 1. Introduction; Formation; Incorporation 1.1 Purpose. These Terms set out the exclusive legal framework under which Supplier provides Services to Customer, except to the extent a separate written agreement then in force specifically governs the same Services as provided in Section 25.1. 1.2 Availability and reference-based incorporation. These Terms may be made available by Supplier in written or electronic form, including by attachment, hyperlink, proposal reference, portal display, quotation reference, order confirmation reference, or other delivery method. These Terms are incorporated where a Transaction Document, Accepted Customer Request, or other accepted contracting process expressly references them or otherwise makes clear that the relevant Services are offered, ordered, requested, or performed subject to these Terms. 1.3 Customer Requests. Any quote request, proposal acceptance, statement of work request, order form, module call-off, service request, work authorization, purchase order, email instruction, ticket, portal request, access-provisioning request, incident request, remediation request, approval, prioritization instruction, workstream continuation request, de-scope request, stop instruction, or other request, authorization, approval, or instruction by or on behalf of Customer relating to Services (each, a “Customer Request”) constitutes only an offer by Customer to purchase or receive Services. A Customer Request may be communicated through a Transaction Document or through other written or electronic business communications, including email, ticketing systems, portals, collaboration tools, work authorizations, meeting minutes, or written follow-up by Supplier confirming instructions or approvals given by or on behalf of Customer in meetings or calls, unless Customer objects without undue delay. 1.4 Contract formation and Supplier acceptance. No binding contract arises unless and until Supplier accepts the relevant Customer Request or Transaction Document. Supplier may accept the relevant Customer Request or Transaction Document, including before issuing any constitutive Service Engagement Record, by any of the following: (a) issuing a written acceptance, quotation acceptance, work authorization acceptance, or order confirmation; (b) issuing, countersigning, or otherwise expressly accepting a Transaction Document; (c) issuing an Accepted Request Record; (d) commencing performance of the relevant Services; (e) provisioning access, personnel, resources, environments, systems, project activities, investigation steps, remediation steps, or workstream activities for the relevant Services; or (f) accepting payment for the relevant Services. 1.5 Accepted Customer Requests and Accepted Request Records. Once Supplier accepts a Customer Request in accordance with Section 1.4, the Customer Request becomes an “Accepted Customer Request.” Supplier may evidence an Accepted Customer Request, in whole or in part, by issuing an “Accepted Request Record,” including an order confirmation, email confirmation, project confirmation, work authorization, implementation notice, service confirmation, workstream confirmation, project plan, milestone schedule, staffing plan, or other Supplier-issued record describing the accepted Services, Workstreams, Service Periods, Deliverables, fees, assumptions, or dependencies. Where Supplier accepts a Customer Request by conduct under Section 1.4(d), (e), or (f) before issuing an Accepted Request Record or other constitutive Service Engagement Record, the temporary contractual basis for the relevant Service Engagement shall be the relevant Customer Request together with Supplier’s acceptance of that Customer Request as evidenced by such conduct, performance, resource provisioning, access provisioning, workstream initiation, or similar operational commencement, pending later documentary consolidation in a constitutive Service Engagement Record. An Accepted Request Record is constitutive and evidentiary of the relevant Service Engagement and of the Services accepted by Supplier, but may only supplement or adjust those project-specific matters that these Terms permit to be documented at the engagement level. It does not amend or override these Terms. For the avoidance of doubt, invoices, service summaries, work logs, activity records, time records, status reports, and billing support materials are Evidentiary Records and are not Accepted Request Records or Service Engagement Records unless Supplier expressly identifies them as such. 1.6 No contract by mere availability or publication. The mere availability, publication, or accessibility of these Terms does not by itself create a contract. These Terms apply only in connection with a Customer Request, Transaction Document, or other accepted contracting process and Supplier’s acceptance under Section 1.4. 1.7 No signature requirement. Unless mandatory law expressly requires otherwise or Supplier expressly requires written execution for a particular Transaction Document, no handwritten or wet-ink signature is required for a binding contract to arise under these Terms. 1.8 Effect of performance, payment, and operational authorization. Where Customer, through a Customer Request, Transaction Document, or operational instruction, asks Supplier to begin, continue, prioritize, pause, resume, scale, or expand Services, provides the operational access or approvals necessary for Supplier to do so, or otherwise causes Supplier to proceed, Supplier’s commencement of performance, delivery of Services, provisioning of access, acceptance of payment, or issuance of an Accepted Request Record constitutes acceptance of the relevant Customer Request subject exclusively to these Terms and, if no constitutive Service Engagement Record yet exists, the temporary contractual basis described in Section 1.5, pending later documentary consolidation in the applicable Service Engagement Records. 2. Definitions For purposes of these Terms: 2.1 “Accepted Customer Request” has the meaning set out in Section 1.5. 2.2 “Accepted Request Record” has the meaning set out in Section 1.5. 2.3 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests or equivalent decision-making power. 2.4 “Background IP” means all intellectual property rights, materials, software, tools, methods, processes, templates, documentation, know-how, concepts, trade secrets, inventions, developments, and other subject matter owned, controlled, licensed, or developed by a party independently of the relevant Services or prior to the effective date of the relevant Service Engagement. 2.5 “Change Order” means a written transaction document issued or accepted by Supplier that adjusts permitted engagement parameters for an existing Service Engagement, including scope, Workstreams, Deliverables, Service Periods, schedules, milestones, fees, resources, assumptions, dependencies, or similar project data. 2.6 “Confidential Information” means information disclosed by or on behalf of one party to the other that is marked as confidential or that reasonably should be understood to be confidential by its nature or the circumstances of disclosure, including business, commercial, financial, technical, operational, product, software, security, architecture, pricing, customer, and contractual information. 2.7 “Customer” means the legal entity identified in the applicable Transaction Document or otherwise identified in the Accepted Customer Request accepted by Supplier. 2.8 “Customer Materials” means all data, content, software, systems, credentials, specifications, documentation, equipment, materials, instructions, and other items supplied or made available by or on behalf of Customer. 2.9 “Deliverables” means only those tangible or intangible work results expressly identified as deliverables in the applicable Service Engagement Records. Deliverables do not include Professional / Consulting Services, Service Outputs, Supplier Materials, Background IP, Reserved Output, generic developments, development tools, methods, scripts, libraries, templates, utilities, know-how, Workstreams, service activities, or residual knowledge unless expressly stated otherwise. 2.10 “Evidentiary Records” means invoices, service summaries, activity summaries, work logs, status reports, time records, billing support records, progress records, and similar records evidencing Services performed, progress made, resources used, or amounts due during a Service Period or Service Engagement. Evidentiary Records do not by themselves create, amend, expand, or override a Service Engagement or these Terms unless Supplier expressly identifies a particular record as a Service Engagement Record or Accepted Request Record. 2.11 “Permitted Engagement Parameters” means only those project-specific variables that these Terms expressly allow a Service Engagement Record to specify or adjust, including the description of Services, Professional / Consulting Services, scope, Deliverables, Workstreams, phases, milestones, timelines, Service Periods, service windows, fees, expenses, billing milestones, named Customer contacts, acceptance criteria for Deliverables, environments, dependencies, project assumptions, resourcing levels, and any expressly permitted named rights recipient for specifically identified Deliverables. 2.12 “Professional / Consulting Services” means all Services other than Deliverables, including advisory, development effort, design, analysis, implementation, configuration, integration, migration, remediation, support, maintenance, testing, architecture, DevOps, project management, training, operational activities, incident-response-style activities, workstream activities, phase activities, investigations, troubleshooting, coordination, documentation services, and similar professional activities performed by Supplier. 2.13 “Reserved Output” means any layouts, rules, scripts, workflow components, connectors, methods, modules, libraries, templates, utilities, development accelerators, generic code, API customizations of general applicability, configuration logic, product improvements, reusable components, know-how, and similar materials created, adapted, or used by Supplier in connection with the Services that are not uniquely and expressly identified in the applicable Service Engagement Records as Customer-specific Deliverables subject to a specific additional rights grant. 2.14 “Service Engagement” means the discrete body of Services accepted by Supplier, whether initiated by one or more Transaction Documents, one or more Accepted Customer Requests, or a combination of both, and whether or not all related Workstreams, phases, tasks, or Deliverables are documented in a fully executed statement of work at the outset. 2.15 “Service Engagement Records” means, collectively for the relevant Service Engagement, the Transaction Documents, Accepted Request Records, Change Orders, statements of work, order confirmations, work authorizations, and any schedules or attachments expressly incorporated by Supplier for that Service Engagement that set out or adjust Permitted Engagement Parameters. Service Engagement Records do not include these Terms and do not include Evidentiary Records unless Supplier expressly identifies a particular record as a Service Engagement Record. The absence of a constitutive Service Engagement Record at the moment Supplier accepts a Customer Request by conduct does not prevent a Service Engagement from existing. During that interim stage, pending later documentary consolidation in one or more constitutive Service Engagement Records, the relevant Service Engagement is contractually anchored and evidenced by the temporary contractual basis described in Section 1.5, including the accepted Services and the provisional Permitted Engagement Parameters then expressly reflected in, or objectively evidenced by, the relevant Customer Request together with Supplier’s acceptance of it as evidenced by conduct. 2.16 “Service Outputs” means reports, findings, analyses, recommendations, plans, action lists, configurations, remediation results, implementation results, status outputs, records, and other non-Deliverable outputs made available to Customer or implemented in Customer’s systems in the course of Professional / Consulting Services, excluding Supplier Materials, Background IP, Reserved Output, generic developments, and any software tools, libraries, reusable components, methods, scripts, source code, or other Supplier IP except to the extent unavoidably embodied in such outputs as delivered or implemented for Customer. 2.17 “Service Period” means the billing and performance period applicable to Professional / Consulting Services under a Service Engagement. Unless otherwise stated in the applicable Service Engagement Records, each Service Period is one calendar month. 2.18 “Services” means Professional / Consulting Services and Deliverables, as applicable, described in a Transaction Document or otherwise requested by Customer and accepted by Supplier under these Terms. 2.19 “Supplier” means the legal entity identified in the applicable Transaction Document as the provider of the Services, or, if no signed Transaction Document exists, the legal entity that accepts the relevant Customer Request and performs the Services. 2.20 “Supplier Materials” means all Background IP of Supplier, all tools, utilities, scripts, frameworks, templates, methodologies, processes, inventions, know-how, software, documentation, training materials, generic developments, Reserved Output, and all other materials owned, controlled, licensed, or developed by Supplier or its subcontractors and used in connection with the Services. 2.21 “Transaction Document” means any quote, proposal, statement of work, order form, order confirmation, module call-off, service request, Change Order, or similar document issued by Supplier or expressly accepted by Supplier that references these Terms. A Customer purchase order is not a Transaction Document unless Supplier expressly accepts it solely as an administrative reference for a transaction otherwise governed by these Terms. 2.22 “Workstream” means a distinct stream, phase, task grouping, remediation track, operational activity set, service component, or body of Professional / Consulting Services within a Service Engagement, whether or not it results in a Deliverable. 3. Scope of Services and Service Model 3.1 Services only. Supplier shall provide the Services described in the applicable Service Engagement Records or, during the interim recordless stage described in Section 1.5, the Services reflected in the relevant Customer Request together with Supplier’s acceptance of that request as evidenced by conduct. The Services are professional services and development services. Unless expressly stated otherwise in the applicable Service Engagement Records, they are not a promise of a guaranteed outcome, not a guarantee of commercial success, and not a commitment to achieve any particular operational, technical, regulatory, or financial result. 3.2 Professional / Consulting Services versus Deliverables. The parties acknowledge and agree that: (a) Professional / Consulting Services are activities, efforts, phases, Workstreams, and service actions performed by Supplier; and (b) Deliverables are only those specific work results expressly identified as Deliverables in the applicable Service Engagement Records. No Service, Service Output, Workstream, phase, milestone, task, report, status update, analysis, investigation, remediation step, or other output shall be treated as a Deliverable by implication merely because it is documented, billed, summarized, or provided to Customer. 3.3 No implied bespoke solution obligation. Customer acknowledges that Services may include advisory, development, implementation, integration, migration, remediation, support, operational response, and related work. Supplier is not obligated to create a fully bespoke or unique solution except to the extent expressly stated in the applicable Service Engagement Records. 3.4 Estimates only. Any timeline, completion date, effort estimate, staffing estimate, milestone date, or budget estimate is provided for planning purposes only unless the applicable Service Engagement Records expressly state that it is binding. Supplier may revise estimates where assumptions change or Customer responsibilities are not timely fulfilled. 3.5 No classification by implication. No activity, Deliverable, Workstream, milestone, project plan, acceptance criterion, or project method will be construed to convert all Services into a contract for a guaranteed result or equivalent legal classification merely by implication. 4. Service Engagements; Workstreams; Service Periods; Service Records 4.1 Service Engagement formation. A Service Engagement may arise from one or more Transaction Documents, one or more Accepted Customer Requests, or a combination of both. Supplier may begin performance before all commercial or documentary details have been consolidated into a final statement of work, provided the accepted Services can be reasonably evidenced by the relevant Service Engagement Records or, during the interim recordless stage described in Section 1.5, by the temporary contractual basis described there. 4.2 Service Engagement Records. Supplier may issue Service Engagement Records before, at, or after commencement of work to document the accepted scope, Professional / Consulting Services, Workstreams, phases, Deliverables, Service Periods, fees, assumptions, dependencies, or other Permitted Engagement Parameters of a Service Engagement. 4.3 Workstreams and phases. A Service Engagement may include one or more Workstreams, phases, tasks, operational activities, remediation tracks, investigative tracks, implementation components, support components, or Deliverables. The completion, suspension, stopping, de-scoping, or reprioritization of one Workstream or phase does not by itself terminate the entire Service Engagement unless Supplier expressly agrees otherwise in writing. 4.4 Service Periods. Professional / Consulting Services may be performed across one or more Service Periods. Supplier may invoice Professional / Consulting Services by Service Period even where the overall Service Engagement continues beyond that period and even where later phases, Workstreams, or Deliverables remain incomplete or are later stopped, deferred, or de-scoped. 4.5 No requirement for full execution before commencement. Customer acknowledges that Supplier may, at Customer’s request, commence Professional / Consulting Services before all project documents are finalized. In such case, the relevant Accepted Request Record, order confirmation, project email, or other Supplier-issued Service Engagement Record may evidence the accepted Services pending later documentary consolidation. 4.6 Evidentiary Records. Supplier may provide Evidentiary Records describing Services performed during a Service Period or Service Engagement. Such Evidentiary Records may support invoicing and may evidence performance, progress, or amounts due, but do not create, amend, or override the Service Engagement unless Supplier expressly identifies them as Service Engagement Records. 5. Contractual Documents; Versioning; Precedence 5.1 Terms control the legal framework. These Terms always govern the legal framework of the parties’ relationship for the relevant Service Engagement. No Service Engagement Record may amend, replace, or override these Terms unless these Terms themselves expressly permit the relevant matter to be set in a Service Engagement Record as a Permitted Engagement Parameter. 5.2 Role of Service Engagement Records. Service Engagement Records may only fill in, supplement, or adjust Permitted Engagement Parameters. Any language in a Service Engagement Record that purports to amend these Terms, add legal terms inconsistent with these Terms, or expand Customer rights beyond what these Terms expressly allow is void and ineffective unless these Terms expressly authorize such project-specific right to be granted. 5.3 Version in effect for a Service Engagement. The version of these Terms made available by Supplier before or at the earlier of: (a) the effective date of the Transaction Document initiating the relevant Service Engagement; or (b) Supplier’s acceptance of the Customer Request initiating the relevant Service Engagement, as evidenced by an Accepted Request Record or by Supplier’s conduct constituting acceptance under Section 1.4, including commencement of performance, resource provisioning, access provisioning, workstream initiation, or acceptance of payment for the relevant Services, shall govern that Service Engagement and the Services performed under it. 5.4 Same Service Engagement; same governing version. Additional Accepted Request Records, Change Orders, Workstream changes, or other Service Engagement Records issued within an existing Service Engagement do not change the governing version of these Terms for that Service Engagement unless Supplier expressly identifies the relevant change as the commencement of a new and separate Service Engagement. 5.5 Prospective effect only. Later updates to these Terms apply only prospectively to Service Engagements that are initiated after such updated version has been made available by Supplier or otherwise incorporated by reference. No later update shall retroactively alter Services already ordered, performed, accepted, completed, delivered, or invoiced. 5.6 Precedence within the engagement-specific layer. Within the engagement-specific layer only, and only with respect to Permitted Engagement Parameters, the following order of precedence applies: (a) Change Order; (b) Statement of Work or equivalent detailed Transaction Document; (c) Accepted Request Record or detailed Supplier-issued order confirmation or work authorization; (d) Quote, proposal, order form, service request, module call-off, or similar Supplier-issued transaction record. 5.7 No hidden override. Even if a later Service Engagement Record expressly identifies a section of these Terms and purports to override it, such override shall be ineffective unless these Terms expressly allow the relevant matter to be specified or varied through a Service Engagement Record. 6. Exclusion of Customer Terms 6.1 Exclusive supplier terms. Supplier agrees to provide Services exclusively on the basis of these Terms and the applicable Service Engagement Records or, during the interim recordless stage described in Section 1.5, on the basis of these Terms together with the temporary contractual basis described there, pending later documentary consolidation in the applicable Service Engagement Records. 6.2 Rejection of Customer terms. All customer terms are expressly rejected and shall have no force or effect, including any terms contained in or referenced by: (a) purchase orders; (b) procurement portals; (c) vendor onboarding materials; (d) customer registration documents; (e) acknowledgments; (f) shipping instructions; (g) invoice processing instructions; (h) email legends or disclaimers; (i) supplier registration platforms; (j) internal approval workflows; (k) internal procurement or vendor-management systems; or (l) any similar customer or third-party document, platform, or workflow. 6.3 Administrative conduct is not acceptance. Supplier’s registration on a customer portal, completion of onboarding data, upload of documents, clicking of administrative acknowledgments, maintenance of vendor master data, submission of invoices through a portal, or performance of Services shall not constitute acceptance of customer terms. 6.4 Purchase orders as administrative references only. If Customer issues a purchase order or similar document, it serves only as an administrative reference requested by Customer. Any purchase order terms that differ from, add to, or conflict with these Terms are void and of no effect. 6.5 No waiver by silence or performance. Supplier’s failure to object to customer terms, or Supplier’s performance after receipt of a customer document, shall not be deemed a waiver of this Section 6. 7. Supplier Control of Performance 7.1 Sole control of manner and means. The manner, means, methods, tools, locations, sequencing, and personnel used by Supplier to perform the Services are in Supplier’s sole discretion and control. 7.2 Supplier personnel and subcontractors. Supplier may use employees, contractors, Affiliates, and subcontractors to perform any part of the Services. Supplier remains responsible for directing their performance to the extent required under applicable law and these Terms. 7.3 Personnel changes. Supplier may replace or reassign personnel at any time, provided Supplier uses commercially reasonable efforts to provide personnel with reasonably appropriate skills for the relevant Services. Customer approval of replacement personnel is required only if expressly stated in the applicable Service Engagement Records, and any such approval may not be unreasonably withheld, conditioned, or delayed. 7.4 Organizational independence. Supplier performs the Services as an independent service provider. Nothing in these Terms creates any partnership, joint venture, fiduciary relationship, employment relationship, or agency between the parties, and neither party has authority to bind the other unless expressly agreed in writing. 8. Customer Responsibilities; Dependencies; Assumptions 8.1 General cooperation. Customer shall, at its own expense unless expressly agreed otherwise, timely provide all information, personnel, approvals, decisions, access, systems, credentials, Customer Materials, environments, and other cooperation reasonably required for Supplier to perform the Services. 8.2 Accuracy and completeness. Customer is responsible for the completeness, legality, accuracy, and suitability of Customer Materials, instructions, technical requirements, business rules, acceptance criteria, dependencies, and project assumptions supplied by or on behalf of Customer. 8.3 Customer contacts, authority, and Supplier reliance. Customer shall designate competent contacts with authority to provide instructions, approvals, decisions, priorities, requests, and acceptance or rejection notices on Customer’s behalf. Customer’s authorized contacts may be Customer employees or third parties authorized by Customer to interact with Supplier by telephone, email, customer portal, ticketing system, collaboration tool, or comparable operational channel, in accordance with Customer’s designated permission levels. Supplier may rely on communications, requests, authorizations, approvals, decisions, stop instructions, continuation requests, reprioritization requests, and other instructions from: (a) Customer’s designated contacts; (b) persons using Customer’s corporate email domain, portal credentials, or other Customer-controlled communication channels; and (c) persons otherwise presented by Customer as authorized representatives, until Customer gives Supplier clear written notice that such authority has been withdrawn or restricted. Where a person acts on behalf of Customer using Customer’s corporate email domain or Customer-controlled systems, Customer shall be deemed to represent that such person had authority to bind or instruct Customer for the relevant operational purpose unless Customer promptly notifies Supplier otherwise. 8.4 Access and third-party rights. Customer warrants that Supplier’s use of Customer Materials, systems, credentials, interfaces, facilities, and data as contemplated by the Services is authorized and does not infringe or violate any third-party rights or law. 8.5 Dependencies and assumptions. Any dependencies, assumptions, prerequisites, customer actions, and customer-side deliverables stated in a Service Engagement Record or reasonably required for performance are material obligations of Customer. 8.6 Customer-caused delay. If Supplier is delayed, hindered, or prevented from performing due to Customer’s act or omission, including failure to provide timely cooperation, access, approvals, information, or environments, Supplier shall not be in breach or delay to the extent affected. Supplier may reschedule the Services, revise Workstreams or milestones, reallocate resources, and charge additional fees and expenses caused by such delay. 8.7 Customer systems and operations. Unless expressly agreed otherwise, Customer remains responsible for its own systems, infrastructure, backups, recovery, data retention, business continuity, access control, productive operations, and all customer-side environments. 9. Changes; Reprioritization; Partial Stop; De-scope; Rescheduling 9.1 Change Orders only within the Terms framework. Changes to scope, Workstreams, Deliverables, milestones, dependencies, assumptions, resources, Service Periods, fees, or schedules must be documented in a Change Order or other Supplier-approved Service Engagement Record. A Change Order may adjust only Permitted Engagement Parameters and may not amend these Terms. 9.2 Customer reprioritization and partial stop. Customer may request reprioritization, pausing, partial stop, partial continuation, or de-scoping of one or more Workstreams, phases, tasks, Deliverables, or prospective Services within an existing Service Engagement. Supplier may implement such request by Change Order, Accepted Request Record, or other Service Engagement Record. 9.3 Effect limited to future performance. Unless Supplier expressly agrees otherwise in writing, any reprioritization, pause, partial stop, or de-scope request affects only future performance. It does not relieve Customer of payment obligations for: (a) Professional / Consulting Services already performed; (b) accepted Deliverables; (c) work in progress reasonably attributable to the affected Workstream or phase; (d) resources already reserved or committed; (e) non-cancellable third-party costs; and (f) reasonable remobilization, re-planning, rescoping, reprioritization, or stand-down costs. 9.4 Deferred work and resumption. Supplier may treat stopped or paused Workstreams as deferred or de-scoped. If Customer later requests resumption, Supplier may condition resumption on resource availability, revised timelines, revised assumptions, revised fees, and additional remobilization or rescoping charges. 9.5 Supplier-initiated changes. If Customer fails to satisfy dependencies, assumptions, or responsibilities, or if the project circumstances materially change, Supplier may issue a Change Order or revised project plan reflecting the resulting impact on fees, timing, staffing, sequencing, scope, or Workstream structure. 9.6 Rescheduling. Supplier may reschedule Services where necessary due to Customer-caused delay, unavailable dependencies, security or access restrictions, legal or compliance issues, unavailable third-party inputs, force majeure, or changed project sequencing. 9.7 Failure to agree necessary changes. If a Change Order or revised Service Engagement Record is reasonably necessary for Supplier to continue the Services and Customer does not accept it within the time reasonably requested by Supplier, Supplier may suspend or terminate the affected Services, Workstreams, or phases without liability, and Customer shall remain responsible for fees and expenses incurred or committed up to the effective date of such suspension or termination. 10. Fees; Invoicing; Taxes; Payment 10.1 Fees under the Service Engagement. Customer shall pay the fees, charges, rates, recurring amounts, minimum commitments, reservation fees, milestone fees, prepaid amounts, and other amounts set out in the applicable Service Engagement Records. 10.2 Time-and-materials default. Unless the applicable Service Engagement Records expressly state otherwise, Professional / Consulting Services are provided on a time-and-materials basis. Any estimate, quote, or ceiling amount is for planning purposes only and does not constitute a binding guarantee unless expressly stated to be fixed and binding. 10.3 Prepayment and advance invoicing. Where stated in the applicable Service Engagement Records, Supplier may require prepayment before commencing Services and may invoice in advance for all or part of the Services. Any prepaid or reserved fees are non-refundable except to the extent mandatory law expressly requires otherwise. 10.4 Monthly invoicing in arrears for Professional / Consulting Services. Unless the applicable Service Engagement Records expressly provide a different billing schedule, Supplier may invoice Professional / Consulting Services monthly in arrears for the Services performed during the relevant Service Period, together with related expenses, taxes, and other amounts due. 10.5 Deliverable or milestone invoicing. Where the applicable Service Engagement Records expressly provide for milestone-based or Deliverable-based billing, Supplier may invoice in accordance with such schedule in addition to, or instead of, periodic billing for Professional / Consulting Services. 10.6 Evidentiary Records supporting billing. Supplier may provide Evidentiary Records in its discretion. Such Evidentiary Records may support invoicing and may evidence Services performed during the relevant Service Period, but acceptance of Professional / Consulting Services and Deliverables is governed by Section 11. 10.7 Expenses. Customer shall reimburse Supplier for all agreed or reasonably necessary travel, accommodation, subsistence, shipping, visa, third-party tool, hosting, license, and other out-of-pocket expenses incurred in connection with the Services. 10.8 Taxes and withholding. Fees and expenses are exclusive of taxes, duties, levies, and similar governmental charges, except taxes imposed on Supplier’s net income. If Customer is required by law to withhold any amount, Customer shall provide reasonable supporting documentation and, unless prohibited by law, gross up payment so that Supplier receives the full amount invoiced. 10.9 No setoff; no deduction. All amounts payable under these Terms shall be paid without setoff, counterclaim, withholding, deduction, recoupment, or reduction of any kind, except to the extent mandatory law expressly prohibits such restriction. 10.10 Payment due date. Unless otherwise stated in the applicable Service Engagement Records, invoices are due within fourteen (14) days from the invoice date. 10.11 Billing disputes. Customer shall notify Supplier of any good-faith invoice dispute in reasonable detail within ten (10) business days after receipt of the invoice. Customer shall pay all undisputed amounts when due. Any such billing dispute concerns invoice calculation or billing detail only and does not alter the acceptance status of Professional / Consulting Services or Deliverables under Section 11. 10.12 Late charges. Overdue amounts accrue interest from the due date at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by applicable law, plus reasonable collection costs. 10.13 Suspension and termination for nonpayment. Supplier may suspend any affected Services, withhold Deliverables, revoke access, reschedule resources, or terminate the affected Service Engagement, Workstream, or Transaction Document if Customer fails to pay any undisputed invoice when due and does not cure within five (5) business days after written notice. 10.14 No payment relief for Customer non-cooperation. Customer’s failure to cooperate, provide access, approve materials, perform dependencies, or continue all originally contemplated next steps does not suspend, reduce, or defer Customer’s payment obligations for Services performed, Workstreams carried out, resources reserved, or costs incurred. 11. Acceptance of Professional / Consulting Services and Deliverables 11.1 Two acceptance categories. For purposes of these Terms, acceptance is governed separately for: (a) Professional / Consulting Services; and (b) Deliverables. 11.2 Professional / Consulting Services deemed accepted upon performance or delivery. Professional / Consulting Services are deemed accepted upon performance or delivery. The performance or delivery of Professional / Consulting Services includes any workstream activity, phase activity, operational action, advisory step, development effort, configuration step, remediation step, support activity, analysis, project management activity, coordination effort, or similar professional activity carried out by Supplier within the relevant Service Engagement. 11.3 Evidentiary Records are not acceptance conditions. Evidentiary Records may evidence Professional / Consulting Services performed during a Service Period, but they are not a condition to acceptance of Professional / Consulting Services, which occurs under Section 11.2. 11.4 No separate acceptance procedure for Professional / Consulting Services unless expressly stated. Professional / Consulting Services are not subject to a separate rejection, testing, or sign-off process unless the applicable Service Engagement Records expressly provide otherwise for a specifically identified category of Services. 11.5 Deliverables subject to separate acceptance only if expressly identified. A separate Deliverable acceptance procedure applies only to Deliverables expressly identified as such in the applicable Service Engagement Records. If a work result is not expressly identified as a Deliverable, it is treated as part of the Professional / Consulting Services and may constitute a Service Output. 11.6 Deliverable acceptance period. Unless the applicable Service Engagement Records expressly provide a different project-specific acceptance procedure for a particular Deliverable, any Deliverable presented by Supplier for acceptance shall be deemed accepted unless Customer rejects it in writing within seven (7) business days after delivery or completion (the “Acceptance Period”). 11.7 Requirements for rejection of Deliverables. Any rejection notice must describe in reasonable detail the specific material defects, deficiencies, or nonconformities against the applicable express requirements stated in the relevant Service Engagement Records. General dissatisfaction, changed business preferences, new requirements, or issues caused by Customer Materials, third-party systems, or dependencies do not constitute valid rejection grounds. 11.8 Deliverable acceptance by use or expiry. A Deliverable shall also be deemed accepted upon the earlier of: (a) Customer’s written acceptance; (b) Customer’s or its users’ use of the Deliverable in production, live, operational, or business use; or (c) expiration of the Acceptance Period without a valid rejection notice. 11.9 Minor defects. Minor defects or deviations that do not materially impair the agreed use of a Deliverable shall not prevent acceptance. 11.10 Sole remedy for valid rejection. If Customer timely and validly rejects a Deliverable, Supplier’s sole obligation, and Customer’s sole and exclusive remedy, shall be for Supplier to correct or re-perform the affected Deliverable within a reasonable period and at no additional charge for the correction itself. Customer shall provide reasonable cooperation and re-testing assistance and shall promptly re-test the corrected or re-performed Deliverable. Except as expressly set out in this Section 11 and Section 18, no valid rejection entitles Customer to terminate the affected Service Engagement, withhold payment for accepted Professional / Consulting Services, claim any refund, or pursue any other remedy until Supplier has had a reasonable opportunity to cure. 11.11 Workstream completion distinguished from Deliverable completion. The completion, pausing, stopping, de-scoping, or billing of a Workstream, phase, or Service Period does not by itself create or imply the existence of a Deliverable. Professional / Consulting Services performed within a Workstream are accepted under Section 11.2 even if a later phase or Deliverable does not proceed. 12. Intellectual Property; Deliverables; Service Outputs; License 12.1 Supplier ownership. As between the parties, Supplier and its licensors retain all right, title, and interest in and to all Supplier Materials, Background IP, Reserved Output, generic developments, tools, libraries, frameworks, templates, methods, know-how, scripts, utilities, connectors, documentation, inventions, improvements, and all related intellectual property rights. 12.2 Professional / Consulting Services and Workstreams do not create Deliverables by default. Professional / Consulting Services, Workstreams, Service Period activities, project phases, reports, analyses, investigations, configurations, remediation steps, status updates, and other service outputs do not by themselves constitute Deliverables unless expressly identified as Deliverables in the applicable Service Engagement Records. 12.3 No work-for-hire; no automatic transfer. The Services and all Deliverables are provided under these Terms as supplier-owned work product unless and only to the extent a specific additional rights grant is expressly set out in the applicable Service Engagement Records in accordance with Section 12.8. No Deliverable shall be treated as a work made for hire or equivalent concept by default, and no right, title, or interest in any Deliverable, Service Output, Supplier Material, or related intellectual property shall transfer to Customer merely by creation, development, delivery, disclosure, making available, payment, acceptance, performance of Professional / Consulting Services, or use. 12.4 No implied transfer. No intellectual property rights transfer to Customer by implication, estoppel, silence, delivery, payment, acceptance, or otherwise except to the extent expressly provided in these Terms and the applicable Service Engagement Records. 12.5 Default customer license for Deliverables only. Subject to full payment of all amounts due under the relevant Service Engagement and these Terms, Supplier grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely for Customer’s internal business purposes in the form delivered and only as contemplated in the applicable Service Engagement Records. 12.6 Limited internal-use right for Service Outputs. Subject to full payment of all amounts due under the relevant Service Engagement and these Terms, and without transferring any ownership of or broader rights in Supplier IP, Customer may internally use, rely upon, operate with, maintain, and continue to use Service Outputs made available to Customer or implemented in Customer’s systems or environments as part of the Professional / Consulting Services, solely for Customer’s own internal business purposes, including internal evaluation, operation, remediation, support, maintenance, and follow-on implementation within Customer’s own systems, environments, and business processes. This limited internal-use right: (a) does not transfer title or ownership in any Service Output, Supplier Material, Background IP, Reserved Output, or other Supplier IP; (b) does not grant any right to distribute, sublicense, commercialize, separately exploit, or make available any Service Output or embedded Supplier IP to third parties, except to Customer’s internal personnel and internal contractors acting solely for Customer’s internal business purposes; and (c) does not grant any right to separately extract, copy, reuse, or exploit Supplier tools, libraries, methods, generic components, scripts, or other Supplier IP except to the extent unavoidably embodied in a Service Output made available to Customer for the internal purposes described above. 12.7 Supplier retention of reusable materials. To the maximum extent permitted by law, Supplier may retain, use, develop, license, market, and provide to others any Supplier Materials, Background IP, Reserved Output, generic developments, tools, methods, concepts, techniques, skills, and know-how, including any residual knowledge retained in the unaided memory of Supplier personnel, provided Supplier does not disclose Customer Confidential Information in doing so. 12.8 Project-specific additional rights hook. If, and only if, the applicable Service Engagement Records expressly identify specific Deliverables and expressly grant a stated additional rights position for those specific Deliverables, Supplier may grant: (a) a broader license; (b) an exclusive license; or (c) an assignment to Customer or to an expressly named third-party rights recipient. Any such additional rights grant shall: (i) apply only to the specifically identified Deliverables; (ii) take effect only upon Supplier’s receipt of full payment of all amounts due for the relevant Services and Deliverables; and (iii) exclude all Supplier Materials, Background IP, tools, libraries, templates, methods, know-how, generic components, Reserved Output, residual knowledge, and Service Outputs except to the extent the relevant Service Engagement Records expressly state otherwise in unmistakable terms. 12.9 Open source and third-party materials. Supplier may use open-source or third-party components in connection with the Services. Such components remain subject to their applicable license terms and are excluded from any transfer or license grant except as expressly stated. 12.10 Feedback. Customer grants Supplier a perpetual, worldwide, royalty-free right to use any suggestions, ideas, recommendations, or feedback provided by or on behalf of Customer relating to the Services or Deliverables for Supplier’s product, service, and business improvement purposes, without restriction or obligation, provided that such right does not by itself authorize Supplier to use Customer’s name, logo, or other branding except as expressly permitted under Section 16. 13. Customer Materials 13.1 Customer ownership. As between the parties, Customer retains ownership of Customer Materials and Customer’s Background IP. 13.2 License to Supplier. Customer grants Supplier a non-exclusive, worldwide, royalty-free license to access, host, process, reproduce, adapt, test, transmit, display, and otherwise use Customer Materials solely as reasonably necessary to perform the Services. 13.3 Customer warranties. Customer warrants that it has all rights, permissions, and legal bases necessary for Supplier to use Customer Materials as contemplated by the Services and that such use will not violate any law or third-party rights. 13.4 Customer responsibility. Customer remains solely responsible for the legality, integrity, accuracy, and suitability of Customer Materials and for any decision, action, or omission based on the Services, Deliverables, or Service Outputs. 14. Confidentiality 14.1 Confidentiality obligations. Each receiving party shall: (a) protect the disclosing party’s Confidential Information using at least reasonable care and no less than the care it uses for its own similar confidential information; (b) use such Confidential Information only for purposes of performing or receiving the Services and exercising rights under these Terms; and (c) disclose such Confidential Information only to employees, Affiliates, contractors, advisors, and subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms. 14.2 Exclusions. Confidential Information does not include information that the receiving party can demonstrate: (a) was publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) was lawfully received from a third party without restriction; or (d) was independently developed without use of the disclosing party’s Confidential Information. 14.3 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided it gives prior notice where legally permitted and reasonably cooperates with the disclosing party’s efforts to limit disclosure. 14.4 Duration. Confidentiality obligations continue for five (5) years from disclosure, except trade secrets, which remain protected for so long as they qualify as trade secrets under applicable law. 14.5 Return or destruction. Upon written request and subject to legal, backup, archival, and compliance requirements, the receiving party shall return or destroy Confidential Information in its possession or control. Any retained copies remain subject to these Terms. 15. Data Protection and Security 15.1 Separate data processing terms. If and to the extent Supplier processes personal data on behalf of Customer in a processor, service-provider, or similar capacity, and applicable law requires separate data processing terms, the parties shall enter into the data processing terms attached to the applicable Service Engagement Records or otherwise mutually agreed in writing. Supplier may propose its standard form as a starting point, but no later unilateral change to such data processing terms shall apply absent mutual written agreement. Unless and until such data processing terms are in place where required, Customer shall not require Supplier to process such personal data beyond what is legally permissible to perform the Services. 15.2 Customer responsibility for data scope. Customer is responsible for determining whether the Services are appropriate for personal data, regulated data, export-controlled data, special categories of data, or other sensitive information. 15.3 Security measures. Supplier will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services. 15.4 No general security warranty. Except as expressly stated in these Terms or a separate written data processing agreement, Supplier does not warrant that any Service, Deliverable, or Service Output is error-free, uninterrupted, invulnerable, or fit for any specific regulatory or security purpose. 16. Publicity 16.1 Customer identification and factual reference use. Subject to any reasonable written brand-use guidelines provided by Customer, Supplier may use Customer’s name, logo, and a general, non-confidential description of the Services in Supplier’s customer lists, credentials, portfolio materials, and business development materials, provided that such use does not imply Customer’s endorsement, sponsorship, or approval of Supplier or the Services and does not disclose Customer Confidential Information. 16.2 Case studies, press releases, testimonials, and endorsements. Any detailed public case study, press release, testimonial, endorsement, or other public statement specifically describing the Services beyond the limited factual reference use permitted in Section 16.1 requires Customer’s prior written consent, not to be unreasonably withheld or delayed. 17. Non-Solicitation 17.1 Non-solicitation by Customer. During the term of the relevant Service Engagement and for twelve (12) months thereafter, Customer shall not, directly or indirectly, solicit for employment or engagement any Supplier employee or contractor materially involved in the Services. 17.2 General advertising exception. General, non-targeted advertising or recruiting not specifically directed at such personnel shall not constitute solicitation. 17.3 Other remedies preserved. This Section is without prejudice to Supplier’s right to seek appropriate relief for breach to the extent permitted by applicable law. 18. Limited Warranties; Sole Remedy; Disclaimer 18.1 Limited services warranty. Supplier warrants that it will perform the Services using reasonable skill and care consistent with generally accepted professional standards for similar services. 18.2 Warranty notice period. Customer must notify Supplier in writing of any alleged breach of the limited services warranty within thirty (30) days after performance of the affected Professional / Consulting Services or delivery of the affected Deliverable. 18.3 Sole and exclusive remedy. Supplier’s sole obligation, and Customer’s sole and exclusive remedy, for breach of the limited services warranty shall be, at Supplier’s option: (a) re-performance of the non-conforming Professional / Consulting Services; (b) correction of the affected Deliverable; or (c) if Supplier determines that re-performance or correction is not commercially reasonable or cannot be completed within a commercially reasonable period, a fee credit or refund of the fees allocable to the non-conforming portion of the Services. Except as expressly set out in this Section 18, Customer shall have no other remedy for breach of the limited services warranty. 18.4 Disclaimer. Except for the limited services warranty in Section 18.1, the Services, Deliverables, Service Outputs, Supplier Materials, advice, recommendations, documentation, and all other work product are provided “as is” and “as available.” Supplier disclaims all other warranties and conditions, express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted operation, compatibility, accuracy, completeness, or error-free performance. 18.5 No result warranty. Supplier does not warrant that the Services, Deliverables, or Service Outputs will achieve any business outcome, regulatory approval, security posture, interoperability level, commercial benefit, or specific project result unless expressly stated in the applicable Service Engagement Records. 19. Limitation of Liability 19.1 Excluded damages. To the maximum extent permitted by law, Supplier shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profit, revenue, savings, business opportunity, goodwill, use, data, or business interruption, even if advised of the possibility of such damages. 19.2 Liability cap tied to the relevant Service Engagement. To the maximum extent permitted by law, Supplier’s total aggregate liability arising out of or relating to a Service Engagement, the Services provided under it, the Deliverables associated with it, the Service Outputs made available or implemented under it, or these Terms as applied to that Service Engagement shall not exceed the fees actually paid by Customer to Supplier for that Service Engagement during the twelve (12) months preceding the event giving rise to the claim. If the relevant Service Engagement has existed for less than twelve (12) months, the cap shall be the fees actually paid for that shorter period. If a claim cannot reasonably be allocated to a single Service Engagement, Supplier’s total aggregate liability for such claim shall not exceed the fees actually paid by Customer to Supplier under these Terms during the twelve (12) months preceding the event giving rise to the claim. 19.3 Application. The exclusions and cap in this Section apply regardless of the form of action, whether in contract, tort, statute, equity, or otherwise. 19.4 Non-excludable liability. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited. 20. Indemnities 20.1 Customer indemnity. Customer shall defend, indemnify, and hold harmless Supplier, its Affiliates, and their respective personnel from and against any third-party claims, losses, damages, liabilities, costs, and expenses arising out of or relating to: (a) Customer Materials; (b) Customer’s instructions, specifications, business decisions, or dependencies; (c) Customer’s breach of these Terms or applicable law; (d) Customer’s unauthorized or unlawful use of the Services, Deliverables, or Service Outputs; or (e) Supplier’s use of Customer Materials as permitted under these Terms. 20.2 Limited Supplier IP indemnity. Subject to Section 20.3, Supplier shall defend Customer against a third-party claim alleging that a Deliverable expressly identified in the applicable Service Engagement Records, as delivered by Supplier and used by Customer as authorized under these Terms, infringes such third party’s intellectual property rights, and Supplier shall pay any finally awarded damages or settlement amounts approved by Supplier, provided that Customer: (a) promptly notifies Supplier in writing; (b) gives Supplier sole control of the defense and settlement; and (c) provides reasonable cooperation at Supplier’s expense. 20.3 Exclusions. Supplier shall have no obligation under Section 20.2 to the extent the claim arises from: (a) Customer Materials; (b) designs, instructions, or specifications provided by Customer; (c) modifications not made by Supplier; (d) use with third-party products, services, or systems not supplied or approved by Supplier; (e) use outside the scope authorized by these Terms or the applicable Service Engagement Records; or (f) open-source or third-party materials. 20.4 Supplier options. If an infringement claim appears likely, Supplier may, at its option: (a) modify the relevant Deliverable to be non-infringing; (b) replace it with a functionally comparable non-infringing alternative; or (c) terminate the affected Service Engagement or the relevant Deliverable license and refund the fees paid for the affected portion, depreciated or apportioned as Supplier reasonably determines. 21. Compliance; Export Controls; Sanctions 21.1 Compliance with law. Each party shall comply with applicable law in connection with its performance under these Terms. 21.2 Export controls and sanctions. Customer shall not use, export, re-export, transfer, make available, or permit access to the Services, Deliverables, or Service Outputs in violation of export control, trade sanctions, or similar laws. 21.3 Anti-bribery. Each party shall comply with applicable anti-corruption and anti-bribery laws. 22. Force Majeure 22.1 Force majeure events. Neither party shall be liable for delay or failure in performance caused by circumstances beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labor dispute, epidemic, pandemic, utility failure, internet outage, cyber incident, cloud failure, third-party provider failure, transportation disruption, supply shortage, governmental action, sanctions, or other similar events. 22.2 Consequences. The affected party shall be excused from performance to the extent and for the duration affected and shall be entitled to a reasonable extension of time. Supplier may reschedule the affected Services and adjust related timelines accordingly. 22.3 Extended force majeure. If a force majeure event continues for more than thirty (30) days and materially prevents performance of the affected Services, Supplier may terminate the affected Service Engagement on written notice without liability except for accrued payment obligations. 23. Term; Suspension; Partial Stop; Termination 23.1 Term of these Terms. These Terms remain effective for so long as Supplier offers Services under them and for so long as any Service Engagement governed by them remains in effect. 23.2 Term of Service Engagements. Each Service Engagement begins on its initiation date under Section 1 and continues until the relevant Services are completed, stopped, de-scoped, expired, or terminated in accordance with these Terms and the applicable Service Engagement Records. 23.3 Completion of one Workstream is not completion of the whole Service Engagement. Unless the applicable Service Engagement Records expressly state otherwise, the completion, acceptance, pausing, stopping, de-scoping, or reprioritization of one Workstream, phase, task, or Deliverable does not by itself terminate the entire Service Engagement. 23.4 Suspension rights. Supplier may suspend all or any part of the Services immediately, or on such notice as Supplier deems reasonable, if: (a) Customer fails to pay on time; (b) Customer fails to perform dependencies or cooperate materially; (c) access, security, legal, regulatory, or compliance issues arise; (d) Supplier reasonably believes continued performance would create material risk; or (e) Customer breaches Section 6 or Section 12. 23.5 Customer partial stop or selective continuation. Unless the applicable Service Engagement Records expressly prohibit it, Customer may instruct Supplier not to proceed with one or more future Workstreams, phases, tasks, Deliverables, or prospective Services within an existing Service Engagement. Any such instruction constitutes a partial stop, partial de-scope, or reprioritization request under Section 9 and affects only future performance unless Supplier expressly agrees otherwise. Customer remains liable for: (a) Professional / Consulting Services already performed; (b) work in progress; (c) accepted Deliverables; (d) reserved personnel or resources; (e) non-cancellable third-party costs; and (f) reasonable remobilization, reprioritization, or rescoping costs. 23.6 Termination for cause. Either party may terminate the affected Service Engagement for material breach by the other party if the breach remains uncured for thirty (30) days after written notice, except that no cure period applies to nonpayment once Supplier has given the notice described in Section 10.13. 23.7 Supplier convenience termination. Unless the applicable Service Engagement Records expressly state otherwise, Supplier may terminate an affected Service Engagement for convenience on fifteen (15) days’ written notice. Customer shall pay for all Services performed, resources reserved, commitments entered into, non-cancellable costs, work in progress, and reasonable wind-down charges through the effective date of termination. 23.8 Customer convenience termination. Customer may terminate an entire Service Engagement for convenience only if the applicable Service Engagement Records expressly grant such right. Unless the Service Engagement Records expressly state otherwise, Customer shall remain liable for all fees for Services performed, Workstreams carried out, resources reserved, non-cancellable third-party costs, committed minimums, work in progress, and reasonable wind-down costs. 23.9 Effects of termination or expiration. Upon termination or expiration of a Service Engagement: (a) Customer shall immediately pay all accrued and unpaid fees, expenses, taxes, and other amounts; (b) Supplier may cease performance and revoke access to incomplete Deliverables and work environments; (c) any licenses granted to Customer remain subject to full payment; and (d) Sections that by their nature should survive will survive, including payment, intellectual property, confidentiality, limitation of liability, indemnities, document control, and miscellaneous provisions. 24. Exit; Transition; Documentation 24.1 No free transition services. Supplier has no obligation to provide migration planning, transition planning, onboarding of replacement suppliers, repository transfer, reverse knowledge transfer, extended export support, environment handover, replacement-provider enablement, or similar exit assistance unless expressly stated in a Service Engagement Record. 24.2 Paid transition assistance only by separate agreement. If Supplier agrees to provide transition assistance, such assistance will be provided only subject to Supplier’s availability, under a separate written agreement or expressly identified Service Engagement Record, and charged at Supplier’s then-current rates plus expenses. 24.3 Documentation. Supplier is required to deliver only such documentation as is expressly identified in the applicable Service Engagement Records. No additional documentation, training materials, handbooks, design rationales, comments, support materials, or handover materials are included unless expressly stated. 24.4 Guidance only. Any documentation or project materials provided by Supplier are for guidance in connection with the Services and do not expand Supplier’s obligations beyond the Service Engagement Records and these Terms. 25. Applicability; Entire Agreement; Supersession; Document Override 25.1 Applicability clause. These Terms apply only to the extent that no separate written agreement then in force between Supplier and Customer specifically governs the requested Services. If such separate written agreement expressly and specifically governs the same Services, those Services are excluded from these Terms to that extent. Where Customer requests, orders, authorizes, approves, accepts, or receives Services under a Transaction Document or Accepted Customer Request referencing these Terms, and Supplier accepts those Services, these Terms and the relevant Service Engagement Records form the exclusive contractual framework for those Services. If Supplier accepts by conduct before issuing a constitutive Service Engagement Record, these Terms together with the temporary contractual basis described in Section 1.5 form the exclusive contractual framework for those Services pending later documentary consolidation in the relevant Service Engagement Records. 25.2 Entire agreement. These Terms, together with the relevant Service Engagement Records for the applicable Service Engagement, constitute the complete and exclusive agreement between Supplier and Customer for the relevant Services and supersede all prior or contemporaneous discussions, proposals, quotations, negotiations, understandings, communications, and representations relating to those Services. During the interim recordless stage described in Section 1.5, these Terms together with the temporary contractual basis described there constitute the complete and exclusive agreement for the relevant Services pending later documentary consolidation in the relevant Service Engagement Records. 25.3 Subject-matter-limited supersession. To the extent applicable under Section 25.1, these Terms and the relevant Service Engagement Records supersede prior agreements, understandings, communications, and commitments regarding the same Services only. This supersession does not affect: (a) accrued rights or liabilities arising before the effective date of the relevant Service Engagement; (b) unpaid fees, reimbursement obligations, or other payment obligations already incurred; (c) vested or previously effective intellectual property rights; (d) obligations that cannot be excluded or altered under mandatory law; or (e) rights or obligations expressly preserved by these Terms or by another then-effective written agreement not superseded under this Section. 25.4 Customer-document override. No purchase order, procurement portal record, onboarding document, vendor-registration document, acknowledgment, correspondence, email legend, or similar customer or third-party document may amend, override, supplement, or interpret these Terms or any Service Engagement Record. Any conflicting or additional terms in such materials are void and of no effect. 26. Notices; Electronic Signatures; Electronic Records 26.1 Formal notices. Formal notices under these Terms shall be in writing and sent by email, courier, or other verifiable written means to the contact details stated in the applicable Service Engagement Records or otherwise most recently designated by the receiving party. 26.2 Operational communications. Email, ticketing systems, customer portals, collaboration tools, and other agreed electronic channels are acceptable means for ordinary project communications, Customer Requests, Accepted Request Records, approvals, scheduling, dependency notices, invoice delivery, service summaries, partial stop instructions, reprioritization instructions, and other operational matters, unless mandatory law requires a stricter form for a particular notice. 26.3 Supplier-issued electronic records. Supplier may issue Service Engagement Records and Evidentiary Records in electronic form. Such records may be used to evidence the relevant Service Engagement, the Services performed, the applicable Service Periods, and the commercial parameters accepted under these Terms, subject always to the distinction between constitutive Service Engagement Records and non-constitutive Evidentiary Records set out in these Terms. 26.4 Electronic signatures and counterparts. Electronic signatures, scanned signatures, click-to-accept mechanisms tied to a Transaction Document, Accepted Request Record, or other Service Engagement Record, and electronically exchanged counterparts shall be valid and enforceable to the maximum extent permitted by applicable law. 27. Miscellaneous 27.1 Assignment. Customer may not assign or transfer any rights or obligations under these Terms or any Service Engagement without Supplier’s prior written consent. Supplier may assign or transfer these Terms or any Service Engagement to an Affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of business. 27.2 Waiver. No waiver is effective unless in writing. A waiver of any breach is not a waiver of any other or subsequent breach. 27.3 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be construed so as to most closely reflect its intended commercial effect. 27.4 Governing law. Unless the applicable Service Engagement Records expressly state otherwise, these Terms and each Service Engagement shall be governed by the laws of the jurisdiction in which the Supplier entity identified in the applicable Service Engagement Records has its registered office or principal place of business, excluding its conflict-of-laws rules. 27.5 Jurisdiction. Unless the applicable Service Engagement Records expressly state otherwise, the courts located in the jurisdiction described in Section 27.4 shall have exclusive jurisdiction over disputes arising out of or relating to these Terms or the relevant Service Engagement, provided that Supplier may seek interim or injunctive relief in any competent jurisdiction. 27.6 Survival. Any provision that by its nature should survive expiration or termination shall survive, including provisions relating to payment, intellectual property, confidentiality, publicity restrictions, non-solicitation, disclaimers, limitations of liability, indemnities, applicability and document control, and miscellaneous matters. 27.7 Language. These Terms are drafted in English. Any translation is for convenience only. The English version controls. 27.8 No third-party rights. Except as expressly stated in a Service Engagement Record with respect to a specifically named rights recipient under Section 12.8, no person other than Supplier and Customer has any right to enforce these Terms.