Topoteretes UG (haftungsbeschränkt) — Effective: March 27, 2026
1.1 These General Terms and Conditions (“GTC”) apply to all Orders and Referral Forms entered into between Topoteretes UG (haftungsbeschränkt), registered with the Amtsgericht Charlottenburg under HRB 252065 B, with its registered address at Paul-Lincke-Ufer 39-40, Hof 4, 10999 Berlin, Germany (“Topoteretes”), and the customer or partner identified in the applicable Order or Referral Form (“Customer”).
1.2 An “Agreement” consists of the applicable Order or Referral Form together with these GTC. Each Order and each Referral Form constitutes a separate Agreement governed by these GTC.
1.3 In the event of any conflict or inconsistency between the terms of an Order or Referral Form and these GTC, the terms of the applicable Order or Referral Form shall prevail.
1.4 These GTC apply exclusively. Any general terms and conditions of the Customer that deviate from, conflict with, or supplement these GTC are not accepted by Topoteretes and shall not become part of the Agreement, even if Topoteretes does not expressly object to them or performs Services without reservation.
2.1 The following terms shall have the meanings set forth below whenever used in these GTC, any Order, or any Referral Form:
(a) “Agreement” means the applicable Order or Referral Form together with these GTC.
(b) “Background IP” means any and all intellectual property rights, know-how, software (including source and object code), data, tools, methods, algorithms, models, materials, documentation, specifications, inventions (whether or not patentable), works of authorship, and other intangible assets that are owned or controlled by a Party (i) prior to the effective date of the applicable Order or Referral Form, or (ii) developed or acquired by such Party outside the performance of the Services and without use of the other Party’s Confidential Information. For clarity, Topoteretes’ Background IP includes the Cognee Platform and all components, modules, and tooling forming part of it. The Customer’s Background IP includes all Customer Data and Customer Materials.
(c) “Clients” means the Customer’s clients who are provided access to the Cognee Platform by the Customer in accordance with the Agreement.
(d) “Cognee Improvements” means all improvements, enhancements, and derivative works to the Cognee Platform that are generalizable and not specific to the Customer, conceived, reduced to practice, authored, or otherwise developed in the performance of the Services.
(e) “Cognee Platform” means the Open-Source Cognee Software and the Proprietary Cognee Software, collectively.
(f) “Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) in connection with the Agreement that is marked as confidential or that, given the nature of the information or the circumstances of disclosure, would reasonably be understood to be confidential. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was lawfully known to the Receiving Party prior to disclosure without restriction; (iii) is independently developed by or for the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (iv) is lawfully received from a third party without confidentiality obligations; or (v) is required to be disclosed by law, regulation, or court order, subject to the notice obligations in Section 7.
(g) “Customer Data” means all data, content, and information provided or made available by or on behalf of the Customer to Topoteretes in connection with the Agreement, including personal data.
(h) “Customer Exclusive Results” means (i) any configurations, integrations, connectors, adapters, or templates of the Cognee Platform that are specific to the Customer; (ii) Customer-specific hypotheses, scores, and models; and (iii) any Customer Data processed by the Cognee Platform as well as any results, analyses, and outputs derived therefrom.
(i) “Customer Materials” means all materials, data, documentation, specifications, and other information provided by or on behalf of the Customer to Topoteretes for the performance of the Services.
(j) “Deliverables” means the Cognee Platform (to the extent provided under an Order) and the Services, collectively.
(k) “Net Revenue” means actual gross revenues received by a Party from a Referred Customer in connection with the services or products that are the subject of the applicable Referral Form, less (i) taxes (including VAT, sales, and withholding taxes), (ii) refunds and credits actually granted, and (iii) pass-through costs of third-party products and services invoiced at cost without mark-up.
(l) “Open-Source Cognee Software” means the part of the Cognee Platform originally developed and made publicly available by Topoteretes at https://github.com/topoteretes/cognee under the Apache License, Version 2.0 (“Apache 2.0 License”).
(m) “Order” means an order form executed by the Parties under these GTC that specifies the Services, fees, term, and other commercial particulars.
(n) “Party” means Topoteretes or Customer individually; “Parties” means both collectively.
(o) “Proprietary Cognee Software” means the part of the Cognee Platform developed by Topoteretes that is not released publicly under the Apache 2.0 License, which may include proprietary algorithms, enterprise integrations, and other non-public functionalities.
(p) “Referral Fee” means the fee payable to the referring Party under a Referral Form, calculated as specified therein.
(q) “Referral Form” means a referral agreement executed by the Parties under these GTC that specifies the referral terms, fee percentages, duration, and qualifying conditions.
(r) “Referred Customer” means a customer introduced by one Party to the other pursuant to a Referral Form.
(s) “Services” means the services to be provided by Topoteretes as specified in the applicable Order, which may include on-premises support, consulting, development, architecture review, bug-fixing, and related professional services.
3.1 Topoteretes shall perform the Services as described in the applicable Order with due skill, care, and diligence and in accordance with applicable laws, using appropriately qualified personnel.
3.2 The Parties’ respective responsibilities are as set forth in the applicable Order. The Customer shall provide such cooperation, information, access, and support as is reasonably necessary for Topoteretes to perform the Services, including fulfilling any Customer obligations specified in the Order. Delays caused by the Customer’s failure to fulfil its cooperation obligations shall not constitute a breach by Topoteretes and shall entitle Topoteretes to a reasonable extension of the applicable timeline.
3.3 Topoteretes shall keep the Customer reasonably informed of progress and shall promptly notify the Customer of any circumstances that may materially delay performance.
3.4 The Services shall be performed and Deliverables shall be delivered within the term and in accordance with any milestones specified in the applicable Order.
4.1 Open-Source License. The Open-Source Cognee Software is licensed under the terms of the Apache 2.0 License, which shall exclusively govern the use of such software. Nothing in these GTC restricts or modifies the rights granted under the Apache 2.0 License.
4.2 Proprietary License. Subject to the terms of the Agreement and payment of applicable fees, Topoteretes hereby grants the Customer a non-exclusive, non-transferable, limited right to install and use the Proprietary Cognee Software within the Customer’s infrastructure solely for the Customer’s internal business purposes during the term of the applicable Order. Where expressly permitted in an Order, the Customer may sublicense access to the Cognee Platform to its Clients, provided that such use does not violate the terms of the Agreement or the Apache 2.0 License and the Customer remains responsible for its Clients’ compliance.
4.3 Restrictions. The Customer shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, algorithms, or data related to the Proprietary Cognee Software; (b) modify, translate, or create derivative works based on the Proprietary Cognee Software, except to the extent expressly permitted in writing by Topoteretes or authorized in the applicable Order; (c) use the Proprietary Cognee Software for timesharing, service bureau purposes, or otherwise for the benefit of any third party other than permitted Clients; or (d) remove, obscure, or alter any proprietary notices, labels, or markings on the Proprietary Cognee Software.
4.4 Updates. Topoteretes may, at its discretion, provide updates, upgrades, or new features to the Cognee Platform. Major updates, upgrades, or new features of the Proprietary Cognee Software may be subject to additional fees. Topoteretes shall notify the Customer in advance of any such additional fees, and the Customer shall have the option to accept or decline. If the Customer declines, the Customer shall continue to receive and use the previously provided functionality without reduction in scope or performance.
5.1 Background IP. Each Party owns and shall continue to own all right, title, and interest in and to its Background IP. Except as expressly set out in this Section 5 and Section 4, no rights are granted by either Party to the other, whether by implication, estoppel, or otherwise.
5.2 Cognee Improvements. As between the Parties, Topoteretes shall exclusively own all right, title, and interest in and to Cognee Improvements. Topoteretes shall make available to the Customer any Cognee Improvements developed under the applicable Order and grants to the Customer a license to use such Cognee Improvements under the Apache 2.0 License (where contributed to open source) or under the proprietary license terms set forth in Section 4.2 (where retained as proprietary).
5.3 Customer Exclusive Results. As between the Parties, the Customer shall have the exclusive rights to all Customer Exclusive Results. Topoteretes shall not use Customer Exclusive Results for its own purposes, make them available to any third party, or incorporate Customer Exclusive Results into any open-source contribution or offering, in each case without the Customer’s prior written consent. To the extent that any intellectual property rights in Customer Exclusive Results vest initially in Topoteretes by operation of law, Topoteretes hereby assigns and agrees to assign all such rights to the Customer upon creation.
5.4 Open-Source Contributions. The Parties acknowledge that Topoteretes may contribute Cognee Improvements to the Open-Source Cognee Software under the Apache 2.0 License. The Customer does not claim ownership of such open-sourced functionality. Topoteretes warrants that no Customer Confidential Information, Customer Materials, Customer Data, or Customer Exclusive Results shall be disclosed or included in any such contribution.
5.5 Customer Feedback. The Customer grants Topoteretes a perpetual, worldwide, royalty-free, non-exclusive license to use, modify, and incorporate into its products and services any general input, feedback, or suggestions provided by the Customer regarding the Cognee Platform, provided that such feedback is not Customer-specific Confidential Information, Customer Materials, or Customer Exclusive Results.
5.6 Usage Statistics. Topoteretes may collect de-identified and aggregated usage statistics regarding the use of the Cognee Platform for the purposes of improving the platform, analysing performance, and ensuring compliance with the Agreement. Such statistics shall not include Confidential Information specific to the Customer or its Clients. The Customer shall implement reasonable technical measures to enable such collection where specified in the applicable Order.
6.1 Fees are as set forth in the applicable Order. All fees are exclusive of value added tax (VAT) and other applicable taxes; VAT shall be charged in accordance with applicable law at the prevailing rate.
6.2 Topoteretes shall issue invoices in accordance with the applicable Order. The Customer shall pay undisputed amounts within thirty (30) days after receipt of the respective invoice by bank transfer to the account designated on the invoice.
6.3 If the Customer disputes any portion of an invoice, the Customer shall notify Topoteretes without undue delay, specifying the disputed amount and the reasons therefor, shall pay the undisputed portion by the due date, and the Parties shall cooperate in good faith to resolve the dispute promptly.
6.4 Late payments shall bear interest at the rate of nine (9) percentage points above the base rate published by the Deutsche Bundesbank (§ 288(2) BGB). This is without prejudice to Topoteretes’ right to claim further damages caused by default.
6.5 If the Customer is in material payment default and fails to cure such default within fourteen (14) days after receipt of written notice from Topoteretes, Topoteretes may suspend performance of the Services until full payment (including accrued interest) has been received. Such suspension shall not relieve the Customer of its obligation to pay the outstanding amounts.
6.6 The Customer is responsible for all applicable taxes arising from the Agreement, excluding taxes on Topoteretes’ net income. If the Customer is required by law to withhold taxes, the Customer shall pay the net amount due and provide Topoteretes with official tax receipts.
7.1 Each Party shall protect the other Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each Party shall use the other Party’s Confidential Information solely for the purposes of performing the Agreement.
7.2 The Receiving Party shall not disclose the Disclosing Party’s Confidential Information except to its employees, contractors, affiliates, and professional advisors who have a need to know for the performance of the Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.
7.3 The Receiving Party may disclose Confidential Information where compelled by law, regulation, or court order, provided that the Receiving Party (to the extent legally permitted) gives the Disclosing Party prompt prior written notice to enable the Disclosing Party to seek a protective order or other appropriate remedy, and cooperates reasonably with such efforts.
7.4 Upon termination or expiry of the Agreement, each Party shall promptly return or, at the Disclosing Party’s election, securely destroy the other Party’s Confidential Information in its possession or control. Notwithstanding the foregoing, the Receiving Party may retain one archival copy as required by law, regulation, or internal compliance policy, and shall not be obliged to delete Confidential Information stored on routine system backups that cannot be selectively erased with reasonable effort, provided that such retained information remains subject to the confidentiality obligations of this Section 7.
7.5 The obligations under this Section 7 shall survive termination or expiry of the Agreement for a period of two (2) years.
8.1 To the extent that the Services involve processing of personal data on behalf of the Customer within the meaning of the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or other applicable data protection legislation, the Parties shall enter into a data processing agreement compliant with applicable data protection law prior to the commencement of such processing.
8.2 Each Party shall implement and maintain appropriate technical and organisational measures to protect personal data and information systems used in connection with the Agreement against unauthorised access, loss, alteration, or disclosure, in accordance with applicable data protection law, including the GDPR where applicable.
8.3 Each Party shall comply with its respective obligations under applicable data protection law in connection with the performance of the Agreement.
9.1 Topoteretes warrants that: (a) it will perform the Services in a professional manner using appropriately qualified personnel; and (b) the Deliverables will materially conform to the specifications set forth in the applicable Order.
9.2 The Open-Source Cognee Software is provided in accordance with the terms of the Apache 2.0 License. Topoteretes’ warranty obligations under this Section 9 apply to Services rendered in connection with the Open-Source Cognee Software (such as support, consulting, and development work) but do not alter the warranty terms of the Apache 2.0 License itself.
9.3 Except as expressly set forth in this Section 9 and the applicable Order, and to the maximum extent permitted by mandatory law, Topoteretes disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.4 Topoteretes does not warrant that the Cognee Platform will operate uninterrupted or error-free, or that the outputs of AI-generated or AI-assisted processes will be accurate, complete, or fit for any particular purpose. The Customer acknowledges that AI-generated outputs may require human review and validation.
10.1 Each Party’s aggregate liability for damages arising out of or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees actually paid by the Customer to Topoteretes under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.
10.2 Neither Party shall be liable to the other for any indirect, incidental, or consequential damages, including loss of profits, loss of data, loss of revenue, loss of business opportunity, or business interruption, except where such exclusion is not permitted by mandatory law or in cases of intent (Vorsatz).
10.3 The limitations in Sections 10.1 and 10.2 shall not apply to, and nothing in the Agreement shall limit, liability: (a) for intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (b) for injury to life, body, or health (Verletzung von Leben, Körper oder Gesundheit); (c) for breach of cardinal duties (Kardinalpflichten), in which case liability shall be limited to the foreseeable damage typical for the type of contract at the time of its conclusion; (d) under the German Product Liability Act (Produkthaftungsgesetz); or (e) to the extent a Party has given an express guarantee (Garantie) under the Agreement.
11.1 Topoteretes Indemnity. Subject to the Customer maintaining an active and valid Order, Topoteretes shall defend the Customer against, and indemnify the Customer from, any third-party claims alleging that the unmodified Deliverables as provided by Topoteretes infringe upon any third-party intellectual property right, provided that: (a) the Customer uses the Deliverables in accordance with the Agreement and applicable documentation; (b) the Customer promptly notifies Topoteretes in writing of any such claim; (c) the Customer grants Topoteretes sole control over the defence and settlement of such claim (provided that Topoteretes shall not settle any claim in a manner that imposes obligations on the Customer without the Customer’s prior written consent); and (d) the Customer provides reasonable cooperation and assistance at Topoteretes’ expense.
11.2 Exclusions. Topoteretes’ indemnification obligations under Section 11.1 shall not apply to claims arising from: (a) modifications made by or on behalf of the Customer without Topoteretes’ prior written approval; (b) combination of the Deliverables with third-party software, hardware, or services not provided or expressly approved by Topoteretes, where the infringement would not have occurred absent such combination; or (c) use of the Deliverables in a manner inconsistent with the Agreement, applicable documentation, or applicable law.
11.3 Remedies. If any Deliverable becomes, or in Topoteretes’ reasonable opinion is likely to become, the subject of an infringement claim, Topoteretes shall, at its option and expense: (a) procure for the Customer the right to continue using the affected Deliverable; (b) modify the Deliverable to make it non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Order and refund any prepaid fees for the unexpired portion of the term.
11.4 Customer Indemnity. The Customer shall defend Topoteretes against, and indemnify Topoteretes from, any third-party claims arising from: (a) the Customer’s misuse of the Deliverables in violation of the Agreement or applicable law; (b) the Customer’s violation of applicable law in connection with its use of the Deliverables; or (c) any claim that Customer Data or Customer Materials infringe third-party rights. The procedural obligations of Section 11.1(b)–(d) shall apply to the Customer mutatis mutandis.
11.5 This Section 11 states each Party’s sole and exclusive remedy with respect to third-party intellectual property infringement claims, subject to the mandatory liability provisions in Section 10.3.
12.1 Where the Parties execute a Referral Form, this Section 12 governs the referral relationship in addition to the terms of the applicable Referral Form. In the event of conflict between this Section 12 and the Referral Form, the Referral Form prevails.
12.2 Referral Fee. The Referral Fee percentage, duration, qualifying conditions, and any caps shall be as specified in the applicable Referral Form. Unless otherwise specified in the Referral Form, the Referral Fee shall be calculated on Net Revenue actually received from the Referred Customer.
12.3 Payment. Referral Fees shall be paid quarterly, within thirty (30) days after the end of each calendar quarter, accompanied by a written statement showing the calculation of Net Revenue and the Referral Fee for that quarter.
12.4 Records and Audit. Each Party owing Referral Fees shall maintain accurate books and records relating to Net Revenue from Referred Customers for a period of three (3) years following the relevant quarter. The other Party shall have the right, no more than once per calendar year, upon thirty (30) days’ prior written notice, to engage an independent auditor to examine such records solely to verify the accuracy of Referral Fee payments. If the audit reveals an underpayment exceeding five percent (5%) of the amount actually due for the audited period, the Party owing Referral Fees shall reimburse the auditing Party for the reasonable costs of the audit in addition to paying the shortfall with interest under Section 6.4.
12.5 No Circumvention. Neither Party shall structure transactions or relationships primarily to avoid or reduce Referral Fees that would otherwise be payable under a Referral Form.
12.6 Acceptance of Referrals. Each Party retains sole discretion to accept or reject any Referred Customer and to determine the terms on which it engages with a Referred Customer. No Referral Form creates any guarantee of revenue or obligation to contract with a Referred Customer.
12.7 Independent Contractors. The referral relationship is that of independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
13.1 Term of Orders and Referral Forms. Each Order and each Referral Form shall have the term specified therein. These GTC shall remain in force for as long as any Order or Referral Form between the Parties is active.
13.2 Convenience Termination. Where an Order or Referral Form specifies a fixed term (including any renewal term), either Party may terminate such Order or Referral Form for convenience by providing written notice at least thirty (30) days prior to the end of the then-current term; such termination shall take effect upon expiry of that term. Where no fixed term is specified, either Party may terminate the applicable Order or Referral Form for convenience upon thirty (30) days’ prior written notice at any time. Either Party may terminate the overall framework relationship under these GTC upon thirty (30) days’ prior written notice; however, if one or more Orders or Referral Forms are still in effect, these GTC shall remain in full force and effect with respect to such active Orders or Referral Forms until their expiry or earlier termination.
13.3 Termination for Cause. Either Party may terminate any Order, Referral Form, or these GTC for cause with immediate effect upon written notice if the other Party: (a) materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (b) becomes insolvent, files for bankruptcy, has a receiver or administrator appointed over its assets, enters into liquidation (other than for the purpose of solvent restructuring), or ceases or threatens to cease carrying on business.
13.4 Effect of Termination. Upon termination or expiry of an Order or these GTC: (a) the Customer shall immediately cease using the Proprietary Cognee Software and shall delete or destroy all copies in its possession or control, except where retention is required by law; (b) each Party shall return or destroy the other Party’s Confidential Information in accordance with Section 7.4; (c) the Customer shall pay all fees accrued and owing for Services properly performed up to the effective date of termination; and (d) termination shall be without prejudice to any rights or obligations accrued prior to the effective date of termination.
13.5 Survival. Sections 2 (Definitions), 5 (Intellectual Property), 6 (Fees and Payment -- to the extent of accrued obligations), 7 (Confidentiality), 9.3–9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Referral Arrangements -- to the extent of accrued payment obligations), 18 (Non-Solicitation), 19 (Governing Law and Dispute Resolution), and 20 (Miscellaneous) shall survive termination or expiry of the Agreement.
14.1 Neither Party shall be in breach of the Agreement, nor liable to the other Party, for any delay in performance or non-performance of any obligation to the extent that such delay or non-performance is caused by an event beyond the reasonable control of the affected Party, including natural disaster, epidemic, war, terrorism, riot, governmental action, failure of utilities, or cyberattack (“Force Majeure Event”). In the case of Topoteretes, this also applies if and insofar as a delay or non-performance is attributable to a supplier of Topoteretes being affected by a Force Majeure Event.
14.2 The affected Party shall notify the other Party immediately and in writing of the occurrence and expected duration of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.
14.3 If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected Order upon written notice to the other Party. Such termination shall not affect accrued rights and obligations, including the Customer’s obligation to pay for Services properly performed prior to the Force Majeure Event.
15.1 Each Party shall comply with all applicable laws and regulations in connection with the performance of the Agreement, including export control laws, sanctions laws, anti-corruption and anti-bribery laws, and competition laws.
15.2 Topoteretes represents and warrants that, as of the effective date of each Order, it is not subject to any sanctions, export restrictions, or debarment that would prohibit or materially restrict the performance of the Services, and that performance of the Services will not cause the Customer to violate applicable sanctions or export control laws.
16.1 Subcontracting. Topoteretes shall not subcontract material portions of the Services to a third-party firm without the Customer’s prior written consent, which shall not be unreasonably withheld or delayed. For clarity, Topoteretes may engage individual freelancers and contractors in the ordinary course of its business without prior consent, provided that Topoteretes remains fully responsible for their work and ensures that each such person is bound by confidentiality and data protection obligations no less protective than those imposed on Topoteretes under the Agreement.
16.2 Assignment. Neither Party may assign the Agreement or any rights or obligations thereunder without the prior written consent of the other Party, except that either Party may assign the Agreement without consent: (a) to an affiliate that assumes all obligations under the Agreement; or (b) in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its relevant business, provided that the assignee assumes all obligations under the Agreement. Any purported assignment in violation of this Section 16.2 shall be void.
17.1 Each Party may use the other Party’s name and logo on its website and in marketing materials (including customer and partner lists and presentations) to identify the business relationship between the Parties.
17.2 Any other public announcement, press release, case study, testimonial, or public communication regarding the Agreement or the Parties’ collaboration requires the other Party’s prior written consent in each instance.
17.3 The Parties may publish results of work performed under an Order in a joint publication, subject to mutual prior written approval of the content, timing, and venue. Neither Party shall publish any such results unilaterally.
18.1 Employees. During the term of the Agreement and for a period of twelve (12) months following its termination or expiry, neither Party shall directly solicit or recruit any employee or contractor of the other Party who was involved in the performance of the Agreement, without the other Party’s prior written consent. This restriction does not apply to general public job advertisements or to unsolicited applications.
18.2 Referred Customers. In the context of referral relationships, during the term of the applicable Referral Form and for a period of twelve (12) months following its termination or expiry, neither Party shall solicit a Referred Customer to terminate its engagement with the other Party and switch to a competing product or service of the soliciting Party, unless otherwise agreed in the Referral Form.
19.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws rules.
19.2 The courts of Berlin, Germany shall have exclusive jurisdiction for all disputes arising out of or in connection with the Agreement.
19.3 Prior to initiating any legal proceedings (other than as provided in Section 19.4), the Parties shall attempt to resolve any dispute in good faith through negotiation between senior representatives of each Party for a period of not less than thirty (30) days following written notice of the dispute.
19.4 Nothing in this Section 19 shall prevent either Party from seeking injunctive or other equitable relief from any court of competent jurisdiction at any time, without prior negotiation, where necessary to protect its intellectual property rights or Confidential Information or to prevent irreparable harm.
20.1 Entire Agreement. The Agreement (comprising these GTC together with all applicable Orders and Referral Forms) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, correspondence, discussions, and agreements, whether oral or written.
20.2 Amendments. No amendment to these GTC or to any Order or Referral Form shall be effective unless in writing and signed by authorised representatives of both Parties.
20.3 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, shall be severed, and the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the Parties’ original commercial intent.
20.4 No Waiver. No failure or delay by either Party in exercising any right or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any further exercise of that or any other right or remedy.
20.5 No Partnership. Nothing in the Agreement shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the Parties.
20.6 Counterparts. The Agreement may be executed in counterparts, including by electronic signature (in compliance with Regulation (EU) No 910/2014 (eIDAS) where applicable), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
20.7 Language. The language of the Agreement is English. In the event of any translation, the English language version shall prevail.
20.8 No Third-Party Beneficiaries. The Agreement is made solely for the benefit of the Parties and their permitted successors and assigns. Nothing in the Agreement confers any rights or remedies on any person or entity other than the Parties.
20.9 Notices. All notices required or permitted under the Agreement shall be in writing and shall be deemed duly given: (a) upon personal delivery; (b) when sent by email to the address specified in the applicable Order or Referral Form, provided no automated bounce-back or delivery failure notification is received by the sender (in which case notice must be given by another method under this Section); (c) one (1) business day after deposit with a recognised overnight courier service; or (d) three (3) business days after deposit in the mail, registered or certified, return receipt requested, postage prepaid. Notices shall be sent to the addresses specified in the applicable Order or Referral Form, or to such other address as a Party may designate by written notice.
20.10 Interpretation. The headings in the Agreement are for convenience only and shall not affect interpretation. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” References to “Section” refer to sections of these GTC unless otherwise specified.
End of General Terms and Conditions.