Terms & Conditions for Services

Subject to the express terms of any other valid agreement you (“Client”) have with DataDEV (as defined below), DataDEV’s provision of Services (as defined below) are governed by these Terms and Conditions for Services (“Terms”). “DataDEV” means DataDEV doo, and/or DataDEV GmbH, and/or its affiliates identified in the SOW (as defined below). Any contrary or additional terms or conditions appearing on Client orders or associated purchase documentation will be of no effect. 
DataDEV agrees to furnish the Services only upon these Terms. These Terms include the terms and conditions of any orders, quotations, statements of work, scopes of work, or other similar document for the provision of services by DataDEV that references these Terms and is accepted by DataDEV in writing (collectively referred to herein as the “Scope of Work” or “SOW”). Each accepted SOW will be interpreted as a single set of Terms, independent of other orders and/or SOWs.
DataDEV quotations are non-binding unless otherwise expressly stipulated in writing. Quotes are accepted as valid and binding only when confirmed by DataDEV in writing. Accepted quotations cannot be canceled for any reason without the prior written consent of DataDEV.

By accepting any quotation, purchase order, or by commencing use of the Services, the Client confirms that it has read, understood, and fully accepts these Terms.
Any verbal agreements, instructions, or communications shall have no legal effect unless confirmed in writing by an authorized representative of DataDEV.
In the event of any inconsistency between these Terms and any Client-issued document, these Terms shall prevail unless DataDEV has expressly agreed otherwise in writing.

1. Services

DataDEV agrees to use commercially reasonable efforts to render the Services described in the SOW (the “Services”) by the delivery dates specified therein, if any. Any deliverables provided to Client as part of the Services will be deemed “Deliverables.” The parties may execute additional SOWs describing Services and referencing these Terms.

DataDEV shall not be liable for delays in performance resulting from the Client’s failure to provide timely access, information, or cooperation.
Only SOWs executed in writing by both parties shall be binding.

2. Changes to Scope of Services

If Client desires changes to a SOW, Client will submit a written request to DataDEV detailing the proposed changes. Upon receipt of Client’s request, or if DataDEV desires changes to an SOW, DataDEV shall prepare an amendment to the SOW, change order, or like document (referred to herein collectively as the “Change Document”) detailing the changes, any fee adjustments required as a result of such changes, any adjustments to the delivery schedule required as a result of such changes, and any other necessary adjustments. If the Change Document is mutually agreed to, both parties will execute it. If Client and DataDEV are not able to agree to the terms of the Change Document, the SOW will remain unchanged.

DataDEV shall not be obligated to consider or accept any requested change.
Until the Change Document is executed by both parties, DataDEV shall have no obligation to proceed with any Services related to the proposed changes.
Client shall respond to any proposed Change Document within five (5) business days; failure to respond shall be deemed a rejection.

3. Payment

Unless otherwise agreed in writing between the parties or set forth in the applicable SOW, the following shall apply.

Client will pay DataDEV its customary rates for Services monthly based upon actual time spent. Client agrees to reimburse DataDEV for pre-approved travel, lodging and meal expenses incurred in the course of performing the Services at any location other than DataDEV’s site. DataDEV will invoice Client for expenses incurred and, at Client’s request and expense, DataDEV will provide copies of receipts for which charges are incurred.

All payments are non-refundable and shall be made in Euros (EUR) (or such other currency specified in a SOW) within fourteen (14) days from the date of DataDEV’s invoice. Client will be responsible for all sales, service, and value added taxes, withholdings, duties and levies in connection with the Services (excluding taxes based on the net income or profits of DataDEV or any franchise tax imposed on DataDEV). Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

In the event of non-payment or material delay in payment, DataDEV reserves the right to suspend performance of Services until outstanding amounts are settled.

Any objections to an invoice must be made in writing within seven (7) days of receipt; otherwise, the invoice shall be deemed accepted.

Client agrees to reimburse DataDEV for all reasonable costs of collection, including attorneys’ fees, incurred in recovering overdue payments.

4. Termination

Unless otherwise agreed in writing between the parties or set forth in the applicable SOW, the following shall apply.
Either party may terminate these Terms or any SOW if the other party: (a) fails to cure any material breach of these Terms within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such part (and not dismissed within sixty (60) days thereafter). DataDEV may also terminate these Terms or any SOW immediately upon written notice if the Client fails to make timely payment of any undisputed amount due.
Termination shall not relieve the Client of its obligation to pay for Services already performed or costs incurred prior to the effective date of termination.
In the event of termination by either party, DataDEV may suspend or withhold any Deliverables or access to Services until all outstanding amounts are paid in full.Following termination, Sections 5 (License and Ownership), 7 (Limitation of Remedies and Damages), 8 (Confidential Information), 9 (Client Reference), 10 (Export Compliance) and 11 (General Provisions) will survive. Section 3 (Payment Terms) will survive with respect to payments earned prior to termination.

5. License and Ownership

5.1 Client Materials. Client agrees to provide DataDEV with reasonable access to and a limited right to use Client technical data, computer programs, files, documentation, and/or other materials (“Client Materials”), resources, personnel, equipment or facilities to the extent such access is necessary for the performance of Services. Client will be responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness, competence or consistency of Client Materials or its personnel. To the extent that Client does not timely provide the access, quality, level of detail and/or scope required for DataDEV to perform the Services or deliver the Deliverables, DataDEV shall be excused from performance until such items/access are provided or the applicable deficiencies corrected. Client owns and will retain ownership (including all intellectual property rights) in the Client Materials. Client grants to DataDEV a royalty-free, non-exclusive license to access and use the Client Materials (including through subcontractors) as required for DataDEV’s performance of the Services. DataDEV shall not be liable for any delays, errors, or non-performance caused by the inadequacy or inaccuracy of the Client Materials.

5.2 Deliverables. Subject to Section 5.3 (Assignment of Ownership to Client), DataDEV hereby grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use, copy, modify, or develop derivative works of the Deliverables but only for internal purposes and otherwise in accordance with the description of Client’s use and any restrictions set forth below or in the applicable SOW. DataDEV owns and will retain ownership (including all intellectual property rights) in and to the Deliverables (excluding any Client Materials) and any modifications, improvements and derivative works thereof (including any such materials to the extent incorporating any ideas, feedback or suggestions of Client (“Feedback”)). Client acknowledges that DataDEV is free to exploit, use, license and distribute, any Feedback provided to DataDEV as it sees fit, without obligation of compensation or attribution. Such license is limited to the Client’s internal business purposes only and may not include use by affiliates, customers, or any third parties unless expressly authorized in the applicable SOW.
All rights not expressly granted to the Client herein are reserved by DataDEV.

5.3 Assignment of Ownership to Client. If the parties have agreed that DataDEV will assign ownership of any portion of the Deliverables to Client, the relevant SOW must expressly set forth the terms and conditions regarding such assignment. No transfer of ownership shall be implied or deemed to occur without an express written agreement signed by both parties.
Any assignment of ownership shall be effective only upon full payment of all fees related to the applicable Deliverables.
Until such time, DataDEV shall retain all rights, title, and interest in and to such Deliverables.

5.4 DataDEV Product Enhancements and Modifications. Notwithstanding anything in these Terms or any SOW to the contrary, any enhancements or other modifications to any of DataDEV’s commercially available products and/or services that are developed by DataDEV as part of the Services shall be owned by DataDEV and Client shall have no right, title, or interest therein; provided, that if DataDEV has granted to Client a license or access to use such commercially available products and/or services  under a written agreement, then Client’s rights under such agreement shall also extend and apply to any enhancements and modifications so made by DataDEV. Other than Client Materials, DataDEV owns all computer programs, utilities and intellectual property which aid DataDEV in performing the Services or which are produced as a result of the Services. Client shall not receive any ownership interest, license, or compensation for such enhancements unless expressly agreed in writing.
Use of the Deliverables shall not be construed as granting Client any rights in DataDEV’s proprietary technology, tools, or platforms.

5.5 Other Agreements. DataDEV and Client may have entered into one or more separate agreements under which DataDEV supplies, licenses, or otherwise makes available certain products and/or services to Client, including updates and enhancements to that software. The delivery and use of any such products and/or services is governed by the terms of such other agreement and not these Terms, and even if listed in a SOW such products and/or services shall not be considered a Deliverable hereunder. In the event of any inconsistency between such agreement and these Terms, the terms of the separate agreement shall prevail.
Client shall have no rights to use such products or services beyond those expressly granted in such separate agreements.
DataDEV shall not be responsible for any misuse or misunderstanding of the scope of such separate agreements.

6. Limited Warranty and Disclaimer

6.1 DataDEV will perform the Services and deliver the Deliverables in a professional and workmanlike manner and in compliance in all material respects with all applicable laws, rules, and regulations. This limited warranty represents Client’s sole and exclusive remedy in connection with the Services and Deliverables. DataDEV will, as its sole liability and obligation to Client for failure to provide Services or Deliverables meeting this warranty, (a) re-perform the non-conforming Services or (b) re-deliver the non-conforming Deliverables at no additional cost to Client if notified of the non-conformity within thirty (30) days of delivery of the applicable Service or Deliverable, or if DataDEV determines such remedies to be impracticable within a reasonable period of time, (c) terminate the applicable Statement of Work and refund the pro-rata portion of fees attributable to such non-conforming Services or Deliverables. Such remedies shall only apply if the Client provides written notice of the non-conformity within thirty (30) days of delivery.
DataDEV makes no guarantees as to any specific outcome, result, or business performance arising from the use of the Deliverables. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, DATADEV DOES NOT MAKE ANY OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE, WITH RESPECT TO THE SERVICES AND DELIVERABLES. DATADEV SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

6.2 Construction Model. If the Deliverables include a “Construction Model,” which is a 3D representation of a construction project including, but not limited to, some or all of the following elements: building components, construction equipment, and site components, Client agrees and acknowledges that any Construction Model is developed for the sole use of Client and based on specifications provided by the Client (the “Specifications”). Client will be responsible for, and assumes the risk of, any problems resulting from the content, accuracy, or completeness of the Specifications. The Construction Model will not be used for any project other than as specified by the Statement of Work. If the Construction Model is being used by Client as part of an effort to generate construction documents, as-built construction drawings, or “shop” drawings, DataDEV accepts no liability and/or responsibility for such construction documents, as-built construction drawings, or shop drawings. Any use of, or reliance on, a Construction Model by any third party will be at their sole risk and without liability to DataDEV. If Client discloses the Construction Model to any third party, Client shall to the fullest extent permitted by law, defend, indemnify and hold harmless DataDEV for any suit, claim, action, damage or liability brought against DataDEV by any third party arising from the Specifications, construction documents, as-built drawings, shop drawings, or the development, delivery or use of all or any part of the Construction Model by Client or by any such third party. DataDEV makes no representations regarding the Construction Model’s compliance with applicable building and construction codes or regulations. The Construction Model does not constitute an approved construction document, as-built drawing or shop drawing. Client will consult with its local building authority to confirm adherence with applicable building codes or regulations. Before beginning construction,  Client will have a licensed architect or trade-appropriate engineer sign off on the Construction Model and all construction documents, drawings, Specifications and/or models. The Construction Model is intended solely for illustrative and conceptual use and shall not be interpreted as engineering or design documentation.
Client is expressly prohibited from relying on the Construction Model for regulatory, structural, or compliance purposes.
All intellectual property rights in and to the Construction Model remain the exclusive property of DataDEV unless otherwise stated in the applicable SOW.

7. Limitation of Remedies and Damages

NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THE SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT WILL DATADEV’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO PERFORMANCE OF THE SERVICES EXCEED THE NET AMOUNT DATADEV HAS ACTUALLY RECEIVED FROM CLIENT UNDER THE SOW APPLICABLE TO SUCH CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT. CLIENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO CLAIM DAMAGES BEYOND THIS LIMITATION.
DATADEV SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THIRD PARTY CLAIMS OR FOR ANY INDIRECT OR DERIVATIVE LIABILITY. THIS SECTION 7 DOES NOT APPLY TO EITHER PARTY WITH RESPECT TO ITS BREACH UNDER SECTION 8 (CONFIDENTIAL INFORMATION) OR TO CLIENT WITH RESPECT TO ANY CLAIM ARISING AS A RESULT OF CLIENT’S VIOLATION OF LICENSE RESTRICTIONS APPLICABLE TO THE DELIVERABLES UNDER SECTION 5.2 (DELIVERABLES), OR ITS INDEMNITY OBLIGATIONS UNDER SECTION 6.2 AND 10. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. Confidential Information

8.1 Confidential Information. Each party (“Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation or technical information provided by DataDEV (or its agents) and these Terms and any   Quotations, and SOWs will be deemed Confidential Information of DataDEV without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. Disclosure of Confidential Information by the Client shall require DataDEV’s prior written consent.
All Confidential Information shall remain the exclusive property of the Disclosing Party.
Any unauthorized disclosure shall entitle the Disclosing Party to immediately terminate these Terms or the applicable SOW, and to seek injunctive relief in any competent jurisdiction.The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. The obligations of confidentiality shall survive termination of these Terms or any related SOW for a period of five (5) years.

8.2 Exclusions. The Receiving Party’s nondisclosure obligation will not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by employees of the Receiving Party who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order provided that such disclosure is limited to the minimum required by law, and to the extent permitted, the Receiving Party gives prompt prior written notice to the Disclosing Party.
The burden of proof regarding the applicability of any of the above exclusions shall rest solely with the Receiving Party.

8.3 Use and Protection of Confidential Information. The Receiving Party may use the Confidential Information of the Disclosing Party only in pursuance of its business relationship with the Disclosing Party under these Terms and solely for the purpose defined in the applicable SOW.Except as expressly provided hereunder, the Receiving Party will not disclose Confidential Information of the Disclosing Party to anyone without the Disclosing Party’s prior written consent. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the Disclosing Party’s Confidential Information, including, at a minimum, those measures it takes to protect its own Confidential Information of a similar nature. The Receiving Party will restrict the possession, knowledge and use of the Confidential Information to its employees, contractors, legal and financial advisors who (i) have a need to know such Confidential Information in connection with the parties’ business relationship, and (ii) have executed written nondisclosure agreements obligating them to protect the Confidential Information. Access to Confidential Information shall be documented and monitored by the Receiving Party.
The Receiving Party shall remain fully liable for any unauthorized disclosure or misuse by its personnel or third parties to whom it has granted access.

8.4 Legally Required Disclosure. The Receiving Party may disclose Confidential Information to the extent reasonably required to comply with court, administrative, or binding orders of governmental entities, provided that such disclosure is strictly limited to the portion of information legally required to be disclosed.
The Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt prior written notice of the order and a copy thereof, and shall cooperate fully in any effort to seek protective orders or other remedies to limit or prevent such disclosure.
The Receiving Party shall not disclose any Confidential Information without first providing the Disclosing Party a reasonable opportunity to contest or limit the scope of the required disclosure.

9. Client Reference

Client agrees that upon execution of these Terms, DataDEV may add Client to DataDEV’s publicly disclosed customer list (which may include use of Client’s name and logo in customer lists on DataDEV’s website and marketing materials). Such right shall remain in effect during the term of the agreement and for a period of two (2) years following termination.
Client also agrees that DataDEV may reference the Client’s name and logo in internal documents, proposals, and bid materials submitted to potential customers and partners.
Such usage shall be permitted without the payment of any fee or royalty. Except as set forth in this Section 9, neither party may use the other party’s name in advertisements nor otherwise publicly disclose the terms and content of these Terms without the other’s prior written consent. Client may revoke such consent only upon providing written notice and reasonable justification, with a thirty (30) day prior notice period

10. Export Compliance

Client is responsible for complying with all applicable export and import regulations under the laws of the European Union, the Republic of Serbia, the Federal Republic of Germany, and any other relevant jurisdiction, including obtaining all necessary export and import licenses or permits for the direct or indirect export, import, transfer, or use of any Deliverable or related technology.

Client shall not export, re-export, transfer, divert, disclose or make available any Deliverable, or any technical information related thereto, to any person, entity, country, or end-use that is subject to restrictive measures, embargoes, or sanctions imposed by the European Union, the United Nations, or any competent national authority.

Client shall immediately notify DataDEV in writing of any suspected or actual breach of applicable export control laws.

DataDEV reserves the right to suspend the provision of Services or Deliverables without liability if it reasonably believes that such provision would violate applicable export control or sanctions laws. Client shall defend, indemnify and hold DataDEV harmless against any liability (including reasonable attorneys’ fees) arising out of Client’s failure to comply with the terms of this Section.

Client’s failure to comply with any term of this Section shall constitute a material breach and entitle DataDEV to immediately terminate these Terms and any associated SOW, without prejudice to any other remedy available at law or equity. The obligations under this Section shall survive the termination of these Terms or any SOW.

11. General Provisions

11.1 Governing Law
Unless expressly otherwise set forth in an SOW, these Terms and any dispute, claim, or controversy arising therefrom shall be governed as follows:

• If the contracting DataDEV entity is DataDEV doo (Republic of Serbia), the governing law shall be the laws of the Republic of Serbia, and the courts of Novi Sad shall have exclusive jurisdiction.
• If the contracting DataDEV entity is DataDEV GmbH (Federal Republic of Germany), the governing law shall be the laws of the Federal Republic of Germany, and the courts of Berlin shall have exclusive jurisdiction.

Each party irrevocably submits to the jurisdiction and venue of the relevant courts and waives any objection based on forum non conveniens or lack of personal jurisdiction.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

No arbitration or alternative dispute resolution mechanism shall apply unless expressly agreed in writing by DataDEV.

No dispute or legal action arising under these Terms may be brought by either party more than one (1) year after the cause of action accrued, except that an action for nonpayment may be brought within two (2) years from the date of the applicable invoice.

11.2 Independent Contractors. Each party is an independent contractor of the other and neither is an employee, agent, partner or joint venturer of the other. Neither party shall voluntarily or involuntarily bind nor attempt to bind the other to any contract or to the performance of any obligation. Neither party may represent to third parties that it has any right to enter into any obligation on the other’s behalf. The parties hereby agree that there are no third party beneficiaries of these Terms. Client shall not use DataDEV’s name, trademarks, logos, or branding in any manner that implies an affiliation, sponsorship, or endorsement, unless expressly authorized in writing.
Client shall be fully liable for any damages, claims or costs arising from unauthorized representations or actions made in DataDEV’s name.
Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary, or exclusive relationship between the parties.

11.3 Assignment; Binding Effect. Neither party shall assign these Terms without the advance written consent of the other party provided that DataDEV may assign these Terms without such consent to any of its affiliates or in the event of a merger, acquisition, reorganization, or sale of all or substantially all of its assets or voting securities.These Terms will otherwise be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Any attempted assignment by Client in violation of this provision shall be null and void.
Client shall remain liable for the performance of its permitted assignees or successors under these Terms.

11.4 Notices. Any notice, report, approval, or consent which may be or is required to be given under these Terms shall be in writing to the address(es) specified in the applicable SOW and shall be deemed to have been received:
(a) when delivered personally,
(b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
(c) one (1) day after having been sent by a commercial overnight carrier with written verification of receipt, or
(d) on the date of delivery confirmation if sent by email to the address provided in the SOW or otherwise communicated in writing.

Either Party may change its notice address by written notice to the other.

All notices to DataDEV must also be sent by email to: info@datadev-ds.com

Failure by the Client to properly deliver a notice in accordance with this Section shall release DataDEV from any related obligations or deadlines associated with such notice.

11.5 Force Majeure. Except for payment obligations, neither Party will be liable to the other for failure to perform its obligations to the extent caused by an event beyond the reasonable control of such Party, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of god, acts of terrorism, blockade, war, warlike hostilities, civil commotion, riots, epidemics, fire, natural disasters, strikes, lockouts, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency, or any other similar cause or causes, provided that, to the extent feasible, the affected party promptly notifies the other of such occurrence and makes its commercially reasonable efforts to eliminate the effect thereof. If the affected Party is unable to resume performance within thirty (30) days, the other Party shall have the right to terminate the affected portion of the Services by written notice, without liability.

11.6 Waivers. Any waiver by either party of any breach of these Terms, whether express or implied, will not constitute a waiver of any other or subsequent breach. No provision of these Terms will be waived by any act, omission or knowledge of a party or its agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving party. If any provision of these Terms is adjudicated by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

11.7 Headings. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

11.8 Entire Agreement. No provision of any purchase order or other business form employed by Client will supersede these Terms, and any such document relating to these Terms shall be for administrative purposes only and shall have no legal effect. Both parties agree that these Terms, together with the SOW, are the complete and exclusive statement of the mutual understanding of the parties, and supersede and cancel all previous written and oral agreements and communications relating to the subject matter of these Terms. Any additions or modifications to these Terms shall only be effective if expressly agreed in writing by DataDEV.

11.9 Official Language. The official language of these Terms is English. If there is a conflict between versions of these Terms in any other language, the English language version controls.

11.10 Amendments. No waiver, modification, or addition to these Terms, or any assignment of Client’s rights or obligations under an SOW shall be valid or binding on DataDEV unless in writing and signed by an authorized DataDEV representative.

11.11 Independent Activities. Client acknowledges that nothing in these Terms will prohibit DataDEV or from providing products and services that are similar to or compete with the Services and Deliverables provided that DataDEV does not violate any of its confidentiality obligations under these Terms in connection with such activities.

11.12 Order of Precedence. In case of any inconsistency, conflict, or ambiguity among these Terms, an SOW, or any related agreements, the documents shall govern in the following order: (a) these Terms; (b) mutually executed Change Documents to an SOW; (c) the SOW; and (d) other documents expressly referenced in a Change Document and/or the SOW. Among categories of documents having the same order of precedence, the term or provision that includes the latest date shall control. Information identified in one document and not identified in another shall not be considered a conflict or inconsistency.

11.13 Counterparts. The SOW may be executed in any number of counterparts, each of which will be considered an original and all of which when taken together will constitute a single fully-signed original. Facsimile and other electronic means of signatures on the SOW are binding. This clause applies solely to the execution of individual SOWs and not to these Terms themselves.

12. ADDITIONAL PROVISIONS

12.1 Data Processing and Privacy

If DataDEV processes personal data on behalf of the Client in the course of providing the Services, the parties shall comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
The parties shall enter into a separate Data Processing Agreement (“DPA”) where required by law.
DataDEV shall implement appropriate technical and organizational measures to protect such personal data.

12.2 Modifications to the Terms

DataDEV may update or modify these Terms from time to time.
Any such changes will be effective upon posting the updated Terms on DataDEV’s website.
Continued use of the Services after such changes shall constitute the Client’s acceptance of the updated Terms.