General Terms & Conditions.

1. Scope, Entities, and Governing Law

These General Terms and Conditions (the « Agreement ») govern the sale and provision of Products (Hardware, Software, Services, and the Workplace platform) by the CWSI Group (referred to herein as « CWSI » or the « Supplier ») to the client (the « Client »).

1.1 CWSI Group Structure

CWSI is a corporate group headquartered in Ireland. For operational and legal execution, all contractual agreements shall be executed through one of the following six local operating entities:

• CW Systems Integration Limited (Ireland)
• Mobco SARL (Luxembourg)
• Mobco BV (Belgium)
• BLAUD B.V. (Netherlands)
• AVR International Limited (United Kingdom)
• CWSI (UK) Limited (United Kingdom)

1.2 Applicability and Priority

• All Products provided are governed by the terms and conditions set forth in this Agreement.
• Any deviating terms and conditions stipulated by the Client (e.g. purchase terms) are expressly rejected and shall not apply.
• In the event of any conflict or inconsistency between these General Terms, the Master Services Agreement, the Statement of Work, the Licence Agreement or Third Party Terms and the Quote (including any changes or variations to each) and the following order of precedence shall apply (in decreasing order) to the extent of such conflict or inconsistency:

1. a) the Statement of Work;
2. b) the Quote;
3. c) the License Agreement or Third-Party terms;
4. d) the Master Services Agreement;
5. e) the General Terms.

1.3 Governing Law and Jurisdiction

• This Agreement is governed by the laws of the country where the specific CWSI local entity named in the Order or Agreement is registered.
• All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts within the legal district where that local entity is registered.

2. Term, Renewal, and Pricing

2.1 Term and Renewal

• The initial term of the Agreement shall be the stated subscription term or twelve (12) months, whichever period is longer.
• Subscription-based Products shall automatically renew for an equivalent term unless the Client provides written notice of Ninety (90) days for all Software and Services.

2.2 Pricing and Indexation

• Pricing is subject to periodic review.
• Notwithstanding the above, pricing for Services and the Workplace platform are subject to automatic indexation using a relevant index, as selected by CWSI, in each geographical market.
• Additionally, CWSI reserves the right to adjust prices unilaterally in response to new or increased legal obligations, fluctuations in third-party costs, other unforeseen economic circumstances.

3. Payment and Financial Provisions

3.1 Payment Terms

• All invoices are due for payment within thirty (30) days from the invoice date.

3.2 Late Payment and Interest

• Any queries regarding an invoice must be submitted in writing within ten (10) days of the invoice date. Failure to do so constitutes acceptance of the invoice.
• Failure to remit payment by the due date shall automatically result in the accrual of interest and charges at 4% above the local central bank base rate. Such interest will accrue on daily basis.
• Any unpaid and overdue invoices may result in the immediate suspension of Services, Software access and/or Product deliveries until the outstanding balance is settled.

4. Delivery, Ownership, and Claims

4.1 Ownership and Responsibility

• Retention of Title: CWSI shall retain legal ownership of all Products supplied until all corresponding invoices are paid in full and cleared.
• The Client assumes full responsibility and risk for the Products on completion of unloading the Products at the agreed delivery location.

4.2 Deadlines and Claims

• Agreed delivery deadlines are to be considered indicative only. Exceeding these deadlines shall not entitle the Client to cancel the Order or claim compensation for delay.
• Claims regarding Product damage must be reported to CWSI within five (5) business days of delivery.
• Software remains the exclusive property of the respective producers; the Client is required to comply with all specific producer terms and conditions.

5. Specific Professional Services (PS) Terms

5.1 Professional Services Invoicing

5.2 Additional Professional Services Terms

• The minimum chargeable period for Engineering work is four (4) hours.
• Deferment of Professional Services by the Client shall render the related invoice immediately payable.
• Cancellation Fees for scheduled work: 100% (within 48 hours), 50% (2 to 7 days), 10% (8 to 14 days).
• The Supplier is entitled to charge actual, reasonable travel costs and expenses including airfares, hotels and meals incurred by the Supplier or its subcontractors in performance of the Services. The Supplier shall obtain the Client’s prior written approval before incurring any such expense, material or service exceeding a total cost of €1,500.00 in the aggregate per day.

6. Limitation of Liability

The maximum liability relating to services rendered under this Agreement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to CWSI for the portion of services or work giving rise to liability. Neither party will be liable to the other for incidental, indirect, consequential, or punitive damages or lost profits.