Table of Contents

General Terms and Conditions for ERP.net Implementation Services

Standard terms published by ERP.net for use by ERP.net Corporation, its affiliates and independent ERP.net Implementation Partners. Under each Order, the Contractor is solely the entity identified in that Order.

These General Terms and Conditions for ERP.net Implementation Services (the "Terms") govern implementation engagements expressly ordered under an Implementation Engagement Order between the professional services provider identified in that Order (the "Contractor") and the customer identified in that Order (the "Client"). The Contractor and the Client are each a "Party" and together the "Parties".

These Terms are intended for business-to-business engagements, primarily concerning implementation of ERP.net Corporation products and related business processes, with other systems included where expressly identified in an Order. They take effect between the Parties when incorporated into an Order in accordance with Articles 4 and 5.

Principles of these Terms

These Terms set out a standard model for managed implementation of business software. The following principles describe the balance the Terms are designed to achieve. They guide the interpretation of the Articles but do not create obligations separate from them. If a principle and an Article appear to conflict, the Article prevails.

  1. Managed implementation towards the Client's objectives. The Client engages the Contractor to organise and perform implementation work in the direction of the Principal Objectives indicated in the Order, under the Client's decisions. The Client does not hire individual workers, and does not buy a turnkey system or a guaranteed result; it pays for the expert work and Project Management actually provided.
  2. The Contractor organises, the Client decides. The Contractor's project manager plans, proposes and coordinates the work, so that the Client does not need to know in advance every step an implementation requires. The Client is kept informed, sets business priorities, approves the proposed work expressly or by not objecting to it, and may stop future work at any time.
  3. Professional responsibility without an overall guarantee. The Contractor is responsible for the professional quality of its work and corrects its own errors without additional charge within the agreed remediation period. Because the outcome also depends on the Client's decisions, data, people and changing requirements, the overall Go-Live date, budget and result are not guaranteed unless expressly agreed.
  4. Implementation is a joint effort. The Client provides timely decisions, information, access and the participation of its people, and validates the solution for its business. Delays on either side are addressed openly and reflected in the plan.
  5. Pricing follows the nature of the work. Exploratory and changing work is charged on a Time-and-Materials basis. Clearly defined results may be agreed as Fixed-Price Tasks with acceptance criteria. Continuing management is covered by a monthly Project Management Fee, and metered AI resources are charged only on agreed tariffs. The same work or resource is never charged twice.
  6. Transparency and cost control. Time is recorded and reported monthly, the Client is warned before material estimates are exceeded, and any expressly agreed budget limit is respected. An estimate is not a cap, and a cap is never presumed.
  7. One Order, flexible work. A single Order covers the whole project. Tasks, applications and work packages are added within its objectives without new contracts. Only a material change to the objectives requires the written agreement of both Parties.
  8. A defined lifespan. Each Order has a defined term. Ordinary pauses do not end it, but it does not continue indefinitely. After the implementation, the Client moves to support or separately ordered services.
  9. Freedom to exit. Either Party may end the Order on 30 days' notice. The Client pays for the work performed up to the end of the notice period and for commitments already made, and keeps its rights in the results delivered and paid for. Months already reported and accepted are not reopened, and the fees paid for them are not refunded.
  10. Fair and fast settlement. Reporting, review and invoicing follow a short, predictable cycle. Undisputed amounts are paid on time, and once the monthly review period has passed (or the invoice has been paid), the Services reported for that month are accepted. Defects that could not have been found in an ordinary review can still be raised under Article 35.
  11. The Client's solution is the Client's to use and develop. The Client receives broad, perpetual rights to use, modify and have others maintain its configurations and applications, and its data always remains its own. The Contractor keeps its general know-how, tools and reusable components.
  12. Clear allocation of roles. Software subscriptions, hosting and platform services remain governed by their own terms. Each Party is responsible for what it actually controls, and only the Contractor named in the Order is responsible for its implementation Services.

I. Subject Matter and Contractual Framework

Art. 1. Scope of the Services.

  1. The Contractor shall provide Professional Services and Project Management (together, the "Services") directed towards the Principal Objectives and Scope identified in the applicable Implementation Engagement Order.
  2. The Services are provided through the Contractor's personnel or authorised subcontractors. The Contractor is responsible for their performance as provided in these Terms.
  3. The Services may include business-process analysis and design, configuration and parameterisation of Systems, integrations, data migration, custom development, creation or adjustment of applications and automations, testing assistance, training and other implementation-related work.
  4. The Services may relate to ERP.net, Operator.net or other products of ERP.net Corporation, and to additional third-party systems expressly included in the Order, as further defined in Article 6.

Art. 2. Separate software and support arrangements.

  1. These Terms govern implementation Services only. They do not grant a licence or subscription to a System or override the applicable software, hosting, usage or other product terms.
  2. Access to and use of ERP.net, Operator.net and other products are subject to the relevant product terms, including the applicable ERP.net Platform Terms of Use, subscription or licence documents, and any terms applicable to other products. Third-party systems remain subject to their respective providers' terms.
  3. Subject to Article 50(3), ad-hoc consulting outside an active Implementation Engagement, production support, maintenance and service levels are not included unless expressly agreed under a separate applicable arrangement. No guaranteed support response times arise solely under these Terms.
  4. The relevant platform operator, publisher and third-party software providers are not parties to an implementation Order merely because their products are included in the project, and they do not thereby assume responsibility for an independent Contractor's performance.

Art. 3. The contractual documents.

  1. Each Implementation Engagement consists of an Implementation Engagement Order (the "Order"), these Terms and any expressly incorporated appendices or amendments. Task records and approvals are governed by these Terms without becoming separate Orders.
  2. If documents conflict, the following order of precedence applies, but only in respect of the subject matter concerned: (a) any specifically negotiated terms in the Order or a mutually approved amendment to it; (b) these Terms; and (c) other implementation appendices or proposals expressly incorporated into the Order. A mandatory data processing agreement prevails in matters of personal data processing to the extent required by applicable law.
  3. Product terms govern the operation and subscription of the applicable Systems; these Terms and the Order govern the implementation Services. Neither set of terms silently overrides the other in its separate subject matter.
  4. General purchase terms printed on, linked from or attached to the Client's purchase order do not apply unless expressly accepted in writing by the Contractor.

Art. 4. Orders and contract formation.

  1. An Order becomes binding when accepted by both Parties, whether by handwritten or electronic signature or by an unequivocal exchange of email or other durable written confirmations from persons authorised to bind the respective Parties. A brief affirmative reply (including "Yes", "Agreed" or equivalent) is sufficient if it clearly refers to the complete, identifiable Order as offered and contains no reservation or modification.
  2. The Contractor may send a proposed Order for the Client's acceptance, or the Client may send its proposed Order for the Contractor's acceptance. Sending an Order or responding to an enquiry does not alone bind the recipient. Silence, delivery receipts and commencement discussions do not constitute acceptance. A qualified or amended reply is a counterproposal requiring acceptance by the other Party.
  3. An email acceptance of an Order incorporating these Terms constitutes acceptance of the applicable Terms under Article 5 without a separate confirmation that they have been read. Each Party is responsible for using representatives with the necessary authority; the Parties shall retain the accepted Order, the relevant correspondence and sufficient evidence of the identity and authority of the persons accepting it.
  4. Changes to the Principal Objectives and Scope and other commercially material terms of an Order require written agreement of persons authorised to approve such changes for both Parties, as provided in Articles 14 and 28. Routine Tasks and operational decisions may be handled under Article 26 without a new Order.

Art. 5. Publication, acceptance and amendments to these Terms.

  1. Each Order shall identify the public webpage containing these Terms and may also identify the corresponding source file and revision history in the public ERP.net information repository. Before accepting the Order, the Client shall be given a reasonable opportunity to access, save and review these Terms. Acceptance of the Order under Article 4 also constitutes acceptance of these Terms; no separate acknowledgement or declaration of actual reading is required. These Terms are published in English and may also be published in Bulgarian and other languages. Each language version is published at its own webpage and maintained in the same source repository, and all language versions are updated in the same revision.
  2. The text of these Terms published on the identified webpage when the Order is accepted by the last Party governs that Order. The publisher of these Terms (ERP.net) maintains the publication record and revision history in the public repository, and the Contractor may rely on that record to establish the applicable text of each language version. The Contractor shall make the applicable text available to the Client on reasonable request. No version or commit identifier needs to form part of the webpage URL. Each Order incorporates the language version identified in it, which alone governs that Order.
  3. Publication of a revised text does not automatically amend an existing Order. Material amendments applicable to an existing Order require the Parties' express written agreement, except to the extent mandatory law requires otherwise.
  4. The Contractor may publish revised Terms for future Orders. An extension of an existing Order is not acceptance of a different version of these Terms unless the Parties expressly agree otherwise.

II. Definitions

Art. 6. Implementation Engagement and Systems.

  1. An "Implementation Engagement" is an actively managed project under one Order, directed towards agreed Principal Objectives and Scope for the introduction, extension, integration or material reconfiguration of software-supported business processes and Systems for the Client, and involving both Professional Services and Project Management.
  2. "Systems" means ERP.net, Operator.net and other ERP.net Corporation products and related applications, as relevant to the Order, together with any third-party software, services or environments expressly identified in the Order as part of the implementation. Including a System in the Order does not change its licence terms or impose infrastructure obligations on the Contractor beyond the agreed Services.
  3. The Implementation Engagement is defined by its Principal Objectives and Scope, not by the number of applications, work packages, integrations or Tasks created in its course.

Art. 7. Professional Services and charging models.

  1. "Professional Services" are implementation-related expert activities, including those performed in Tasks initiated by the Contractor's project manager or the Client. Unless expressly agreed as a Fixed-Price Task, they are charged for the time actually and reasonably spent at the agreed hourly or daily rates (the "Time-and-Materials" model).
  2. A "Fixed-Price Task" is a defined Task accepted by both Parties under Article 27 for an agreed fixed price and specified deliverable or result. It is charged on the terms accepted for that Task rather than by reference to the Contractor's actual working hours.
  3. Charges for AI or similar usage-based resources are governed by Article 44. The Project Management Fee is governed separately by Article 36.

Art. 8. Project Management and Project Management Fee.

  1. "Project Management" is the continuing management and coordination of an Implementation Engagement as described in Article 24.
  2. The "Project Management Fee" is the recurring monthly fee specified in the Order for those activities. It is distinct from charges for Professional Services and from any software subscription fee.

Art. 9. Order. An "Order" is the accepted document identifying, at a minimum, the Parties, Principal Objectives and Scope, the relevant Systems, the implementation project's start date and agreed term, the Project Management Fee, the applicable Professional Services rate schedule, the Client Representative, the Contractor's designated Coordinator or project manager, the agreed channel for operational records and any specifically agreed constraints or additional commitments. The Order may also identify budgets, authorisation limits and tariffs for usage-based resources, and any amount under Article 21(4).

Art. 10. Task. A "Task" is a specific work assignment that either (a) the Client Representative requests and the Contractor accepts, or (b) the Contractor's project manager initiates in reasonable pursuit of the Principal Objectives and Scope and records and communicates under Article 26, and which is deemed assigned by the Client in accordance with Article 26(2). A Task may be recorded, prioritised and tracked in the agreed project-management system, ticket, email or other durable written channel. Tasks need not be listed in the original Order, and routine project-template Tasks may be initiated without an individual Client request. Fixed-Price Tasks require the Client's specific agreement under Article 27.

Art. 11. Personnel and roles.

  1. A "Specialist" is an employee or subcontractor engaged by the Contractor to perform Services.
  2. A "Level" is a qualification or billing category of Specialist, such as junior, regular, senior, architect or project manager, as specified in the applicable rate schedule.
  3. The "Coordinator" is the Contractor's designated contact responsible for organising the project workflow. During an active Implementation Engagement, the Coordinator will ordinarily be the project manager or a person authorised by that project manager.
  4. The "Client Representative" is the Client's designated person authorised to request Tasks, set operational priorities, receive notification of Contractor-initiated Tasks, provide business decisions and communicate approvals within the limits specified in the Order. The Client shall keep the Contractor informed of any replacement. Approval of changes to the Order requires the authority specified in Articles 4 and 28.

Art. 12. Objectives, hours, plans and capacity.

  1. "Principal Objectives and Scope" means the principal business or operational outcomes towards which the Services are directed, the business units, locations, processes and Systems initially included, and any material exclusions stated in the Order. They indicate the direction of the Engagement as provided in Article 20(2), may evolve as the Client's needs become clearer during the implementation, and are not a measure of the Contractor's performance or a result owed by the Contractor.
  2. "Estimated Hours" are a non-binding forecast of likely time-based Professional Services effort. They are neither a fixed-price undertaking nor a maximum authorisation.
  3. "Maximum Authorised Hours" or a "Budget Cap" exists only where expressly designated as such in the Order or a later written approval. A Budget Cap shall specify the categories of charges to which it applies; no estimate is presumed to be an all-inclusive project cap.
  4. "Scheduled Time" is a defined period of a Specialist's work specifically proposed by the Contractor and confirmed with the Client. A general project calendar or indicative milestone plan is not, by itself, Scheduled Time.
  5. "Reserved Capacity" is a minimum amount of Specialist time per month which the Contractor commits to make available, and the Client commits to pay for, only where expressly identified as Reserved Capacity in the Order.
  6. "Project Plan" means an operational plan indicating Tasks, dependencies, priorities, target dates or milestones, as updated during the implementation. It is a planning instrument within the meaning of Article 20(2).
  7. "Go-Live" means commencement of productive business use of a relevant part of the implementation, as determined by the Client in coordination with the Contractor.

III. The Implementation Engagement Order

Art. 13. One Order per implementation project.

  1. An Order covers the implementation project described in it as a whole. Separate Tasks, applications (including AI-assisted applications), integrations, automations, work packages and phases undertaken for that project do not ordinarily require separate Orders, regardless of whether individual Tasks are priced on a time basis or at a fixed price.
  2. A materially independent new project, or work outside the agreed Principal Objectives and Scope, may require a new Order or a written amendment. Neither Party may unilaterally expand the Principal Objectives and Scope.

Art. 14. Principal Objectives, Scope and commercial parameters.

  1. Every Order shall describe the Principal Objectives and Scope sufficiently to direct and prioritise the implementation. It shall identify the relevant business entities, locations, processes and Systems as appropriate, while recognising that individual Tasks and detailed technical solutions may be developed during performance.
  2. The Order shall specify the Professional Services rates or an identifiable rate schedule, the positive Project Management Fee, and any applicable Reserved Capacity, Budget Cap, spending authority, initial estimate, indicative milestones, target dates, dependencies, assumptions, agreed travel arrangements or special binding commitments. AI Usage Charges may be enabled by tariff and budget as provided in Article 44.
  3. Whether Principal Objectives, target dates or milestones are binding is governed by Article 20(2). A specifically guaranteed deliverable or result must be expressly designated as binding in the Order, together with its acceptance criteria.
  4. Project Plan adjustments and the addition, removal or reprioritisation of individual Tasks within the existing Principal Objectives and Scope do not require an amendment to the Order. Material changes to those Objectives or Scope require written approval by both Parties in accordance with Article 28.

Art. 15. Defined term and maximum original duration.

  1. Each Order shall state a start date and an end date. Its initial term shall not exceed 24 months from the start date. If an accepted Order inadvertently omits an end date, its initial term ends 12 months after its start date, subject to earlier termination under these Terms.
  2. Except as provided in paragraph 4, an Order does not renew automatically. The Parties may expressly extend it by a written amendment identifying a new fixed end date, including beyond the 24-month limit in paragraph 1. No extension is implied from continuing discussions, an unfinished project or unspent Estimated Hours.
  3. Subject to paragraph 4 and Article 27(7), reaching the original or extended end date terminates the Order without a further notice, subject to settlement and the survival provisions of these Terms.
  4. If, after the end date, the Contractor continues to perform Services at the Client's request and the Client pays without objection the Project Management Fee invoiced for the period after the end date, the Order is deemed extended from the original end date on a month-to-month basis. The invoice shall identify that fee as relating to the period after the end date. Such tacit extension: (a) ends at the latest 24 months after the start date of the Order; (b) may be ended by either Party under Article 47; and (c) does not change any other term of the Order. If the fee for that period is disputed or not paid when due, no tacit extension arises and Article 50(3) applies to Services performed after the end date.

Art. 16. Estimates and expenditure controls.

  1. Estimated Hours, Estimated Days and estimated fees are planning figures and do not guarantee the amount of effort, price or completion date. Time-based Professional Services are charged for actual work, except for expressly agreed Scheduled Time cancellation charges or Reserved Capacity. Fixed-Price Tasks and AI Usage Charges follow their separate pricing rules.
  2. The Contractor shall take reasonable steps to alert the Client when approximately 80% of a material estimate has been used and shall provide an updated estimate when reasonably practicable. Failure to give this warning does not convert an estimate into a cap, but does not relieve the Contractor of its duty of professional care.
  3. Unless the Order expressly states a Budget Cap or Maximum Authorised Hours, authorised implementation work may continue beyond the estimates at applicable rates, subject to the agreed Task procedure and the Client's right to instruct a pause or terminate the Order. In particular, the Contractor's project manager may continue reasonable in-scope Time-and-Materials Tasks under Article 26.
  4. Where a Budget Cap or Maximum Authorised Hours is expressly agreed, the Contractor shall not knowingly incur additional charges in a category covered by that limit without the required prior written approval. Reaching a limit suspends the unauthorised additional work; it does not automatically terminate the Order or end the Project Management Fee. AI Usage Charges and Fixed-Price Task fees count toward a Budget Cap only to the extent expressly covered by it.
  5. The Parties shall promptly discuss necessary changes to the Project Plan or budget when a binding limit is reached or reasonably likely to be reached.

Art. 17. Reserved Capacity.

  1. Reserved Capacity applies only when expressly ordered, including the relevant period, Levels, minimum monthly hours and rates. An agreed schedule, target date or forecast does not create Reserved Capacity.
  2. The Contractor shall make the Reserved Capacity reasonably available during the relevant month, taking account of a mutually agreed working schedule and the Client's reasonable cooperation. The Client shall pay the agreed monthly minimum even if it does not use that capacity for reasons within its control.
  3. Actual work performed within the Reserved Capacity is credited towards the monthly minimum. Unused hours do not carry forward unless the Order expressly provides otherwise. Hours worked beyond the minimum are billed at the applicable rates.
  4. The same hours shall not be charged twice under Reserved Capacity, Scheduled Time cancellation charges or other provisions of these Terms.
  5. To the extent the Contractor does not make Reserved Capacity available in a month for reasons within its control, the corresponding hours shall not be charged as part of the monthly minimum or, if already invoiced, shall be credited against the next invoice. Hours not used because the Client did not request, enable or cooperate in the work remain chargeable under paragraph 2.

Art. 18. Changes to rates.

  1. The Contractor may propose changes to the applicable rate schedule by giving the Client at least 90 calendar days' written notice. Changes are prospective only and do not affect Services already performed or a fixed rate expressly guaranteed for a defined period in the Order.
  2. If the Client does not accept a proposed rate change, it may terminate the Order before the change takes effect on written notice, without an additional termination penalty; amounts otherwise accrued and any previously agreed Reserved Capacity or Scheduled Time commitments remain subject to Articles 17, 40-42 and 52.
  3. If the Client continues to request and accept new Tasks after the effective date notified under paragraph 1 without objecting, the notified rates apply to those newly accepted Tasks. The Parties may agree a different arrangement in writing.

IV. Project Management and Performance

Art. 19. Mandatory Project Management.

  1. Each Implementation Engagement includes Project Management throughout its active term and must specify a positive monthly Project Management Fee in the Order.
  2. A stand-alone consultation or occasional expert assistance without Project Management is not an Implementation Engagement under these Terms and may be ordered, if available, under a separate arrangement.

Art. 20. Professional standard; nature of the engagement.

  1. The Contractor shall perform the Services with reasonable professional skill, care and diligence appropriate to implementing the Systems and the relevant business processes and shall cooperate in good faith to pursue the Principal Objectives and Scope identified in the Order.
  2. The Engagement is a managed implementation project. The Contractor undertakes to organise, plan, propose and perform the Services professionally and in good faith towards the Principal Objectives and Scope, and is responsible for the quality of the Services it performs. Because the overall result also depends on the Client's decisions, data, resources and changing requirements, the Principal Objectives and Scope, estimates, the Project Plan and target dates direct the work but do not by themselves guarantee an overall result, price, Go-Live or completion date. Such a guarantee exists only where the Order expressly designates a binding result, deadline and acceptance criteria, or for an accepted Fixed-Price Task under Article 27. For each month, the Contractor has performed its obligations when it has made the agreed Specialists and Project Management available and they have performed with professional care the Tasks requested by the Client or deemed assigned by it under Article 26(2), as reported under Article 33.
  3. An accepted Fixed-Price Task creates an obligation to deliver the specifically agreed functionality or other result in accordance with Article 27, but does not convert the entire Implementation Engagement into a fixed-price or guaranteed-completion project.
  4. Nothing in this Article excuses defective or negligent work or overrides an express binding commitment.

Art. 21. Contractor's organisation of work.

  1. The Contractor determines the allocation and supervision of Specialists, their replacement, professional methods and internal working arrangements, subject to the agreed tasks, qualifications, security requirements and commitments in the Order.
  2. Specialists remain under the Contractor's direction and are not supplied to the Client as temporary agency staff or employees. No employment relationship is created between the Client and a Specialist by reason of this engagement.
  3. The Parties may agree that Specialists use client accounts, collaboration tools, email identifiers or premises where reasonably needed for project performance, subject to appropriate access controls. This does not transfer employer authority or responsibility to the Client.
  4. During the term of the Order and for 12 months after its end, the Client shall not, directly or through an affiliate, employ or engage any Specialist who performed Services under the Order during the preceding 12 months, or actively solicit such a Specialist to leave the Contractor, without the Contractor's prior written consent. Engaging a person who responds on their own initiative to a general job advertisement not targeted at the Contractor's personnel is not a breach. For each Specialist engaged in breach of this paragraph, the Client shall pay compensation equal to [500] hours at the hourly rate applicable to that Specialist's Level under the Order, unless the Order states a different amount. The Contractor shall likewise not actively solicit employees of the Client with whom it worked on the project.

Art. 22. Selection and billing Level of Specialists.

  1. The Contractor selects the Specialists and the Levels reasonably appropriate to the nature and complexity of each Task. The Client does not acquire the right to direct which individual Specialist or Level must be used solely by requesting a Task.
  2. Professional Services are billed at the rate for the actual Level of the Specialist performing the work. The applicable Levels and rates shall be disclosed in advance in the Order or its rate schedule.
  3. The Contractor shall act reasonably and efficiently in selecting Levels and allocating work. A higher Level may be used where appropriate to achieve more effective or timely performance; billing shall reflect the actual time reasonably spent.
  4. A rate or Level not included in the agreed schedule, or an exceptional engagement materially exceeding an agreed Task estimate, must be approved in writing before the related charges are incurred.
  5. The Client may raise a reasoned concern about a Specialist's competence or suitability. The Contractor shall review it promptly and, where justified, correct the issue or replace the Specialist within a reasonable time.

Art. 23. Project manager and Client Representative.

  1. The Client shall appoint a Client Representative able to make timely business decisions, receive project information and arrange participation by the Client's staff. The Contractor shall appoint a Coordinator or project manager responsible for organising and initiating the implementation workflow.
  2. Client-requested Tasks, material changes and priorities are communicated through the Coordinator. The Contractor's project manager may also initiate Tasks under Article 26, and shall keep the Client Representative informed through the agreed project channel. Direct discussions between Client staff and Specialists for clarification, testing and day-to-day execution are permitted but do not independently authorise a change to the Order or an unapproved Fixed-Price Task.
  3. Each Party may replace its designated representative by written notice to the other Party.

Art. 24. Scope of Project Management.

  1. Project Management includes preparation and maintenance of the Project Plan; creation, initiation, assignment and coordination of Tasks (including appropriate standard project-template Tasks); review of priorities and decisions with the Client Representative; coordination and allocation of Specialists; status communication; management of dependencies and risks; general implementation guidance; and the role of Coordinator.
  2. The Project Management Fee also covers brief, incidental expert input arranged at the project manager's discretion for the purpose of coordination, triage or direction of Tasks. It does not give the Client an entitlement to unlimited free expert consulting.
  3. Independent analysis, configuration, programming, migration, testing, training and other substantive execution of Tasks are Professional Services, charged separately at the applicable time-based rates or, when accepted as Fixed-Price Tasks, at their agreed fixed prices, even if performed by a person who also acts as project manager.
  4. The Contractor shall take reasonable steps to maintain the Project Management function throughout the active term. If, for reasons attributable to the Contractor, the Project Management function is materially not provided for a continuous period of more than 10 business days, the Project Management Fee for that period shall be reduced pro rata by calendar days and credited against the next invoice, unless the Parties agree another adjustment in writing. Ordinary absences covered by a deputy designated by the Contractor do not constitute non-provision.
  5. The Contractor shall keep the Client Representative reasonably informed of progress towards the Principal Objectives at agreed milestones and at least once per calendar quarter. This may take the form of a brief summary or a status view in the agreed project-management system, indicating the main work performed, material open risks and decisions awaited from the Client.
  6. The Contractor shall notify the Client Representative reasonably promptly when it becomes aware that a Principal Objective, a material estimate or an indicative target date is materially at risk, and shall indicate the available options where practicable, such as adjusting scope, priorities, resources or dates.

Art. 25. Location and scheduling.

  1. The Services may be performed remotely or on the Client's premises, as agreed with the Coordinator. The Contractor shall comply with reasonable site access and information-security procedures communicated in advance.
  2. Specific appointments or work blocks become Scheduled Time only when confirmed by both Parties. A Project Plan, project calendar, target date or indicative allocation of Specialists does not alone constitute a confirmation or a promise of Reserved Capacity.
  3. Unless otherwise agreed, the Contractor supplies its own working equipment. The Client provides the authorised access, facilities, systems and information reasonably necessary for onsite or remote work.

Art. 26. Task initiation, records and operational control.

  1. The Client Representative may request Tasks during the active Order. The Contractor's project manager may independently initiate, assign and coordinate Time-and-Materials Tasks that reasonably contribute to the agreed Principal Objectives and Scope, including standard tasks from an implementation project template, without obtaining a separate request or express approval for each Task.
  2. Contractor-initiated Tasks shall be recorded in the agreed project-management system or another durable written channel accessible to the Client Representative, with reasonable information about their purpose, status, priority and, where practicable, expected effort. The Contractor shall keep the Client Representative informed of such Tasks and material developments in a timely manner. Mere internal notes unavailable to the Client do not satisfy this obligation. A Contractor-initiated Task recorded in this way is deemed assigned by the Client unless the Client Representative objects to it in the agreed channel. After an objection, the Contractor stops further work on that Task; time already spent on it remains chargeable unless the Client disputes it in the monthly review under Article 34.
  3. The Client Representative may discuss priorities, ask for clarification, request the suspension or cancellation of future work, and raise concerns about a Task. The Contractor shall reasonably act on such instructions, subject to properly accrued charges and valid Scheduled Time or Reserved Capacity commitments. Work already properly performed before the instruction remains chargeable.
  4. Contractor-initiated Tasks may not materially change the Principal Objectives and Scope, override a Budget Cap, incur unapproved exceptional charges, or create a Fixed-Price Task binding the Client. Those matters require the approvals specified in these Terms.
  5. A Client-requested Task is accepted when the Coordinator confirms it through an agreed durable channel or records its accepted status in the agreed project-management system. The Contractor may request clarification, propose different priorities or decline work that is unlawful, materially out of scope, technically inappropriate or unsupported by necessary prerequisites, giving a reasonable explanation.
  6. The Parties shall use reasonable efforts to record the scope and assumptions of material Tasks. A Time-and-Materials Task estimate is indicative unless expressly approved as a limit; neither an individual Task nor a standard project-template Task requires a separate Order.

Art. 27. Fixed-Price Tasks and acceptance of results.

  1. Within an active Order, the Parties may agree a Fixed-Price Task, including the creation or adaptation of an application, integration or automation, without signing another Implementation Engagement Order or separate services contract. The agreement may be recorded by email or in the agreed project-management system in a way that preserves the proposal and the Client's express approval.
  2. Before commencement, the accepted Task record shall identify at least: (a) the agreed deliverable or functionality and material exclusions or assumptions; (b) its fixed price and payment milestones, if any; (c) any material acceptance criteria or delivery conditions; (d) whether AI Usage Charges and other third-party charges are included in the price or billed separately; and (e) the relevant Application Delivery Rights under Article 59, where applicable. In the absence of special application-rights terms, the default in Article 59 applies.
  3. A Fixed-Price Task requires specific affirmative approval of its price and defined result by the Client Representative, or another person designated as authorised in the Order. A project manager's unilateral initiation, a project-template entry or silence does not constitute that approval. Such approval is sufficient for an in-scope Fixed-Price Task and does not constitute an amendment to the Principal Objectives and Scope.
  4. Upon making the deliverable available, the Contractor shall notify the Client for review. The notice shall state the applicable review period and that the deliverable will be deemed accepted if no notice of material nonconformity is received within that period. Unless the accepted Task specifies another reasonable period, the Client has five business days from receiving notice and reasonable access to review the deliverable and notify the Contractor of material, specific nonconformities with the agreed acceptance criteria. If no such notice is received, the deliverable is deemed accepted for invoicing purposes. The Client shall not unreasonably withhold acceptance for immaterial deviations.
  5. The Contractor shall correct notified material nonconformities attributable to its performance without an additional fixed-price charge and resubmit the deliverable for review under the same procedure. Disagreements shall be addressed in good faith. Deemed or express acceptance does not waive valid claims for latent defects or other non-excludable rights.
  6. Unless an agreed payment milestone provides otherwise, the fixed price becomes invoiceable upon express or deemed acceptance. Additional requirements outside the accepted Task scope require a separate agreed Task or written change to the fixed-price scope and fee. Time spent performing a Fixed-Price Task is not also billed on a Time-and-Materials basis, and any separately billable AI or third-party charges must have been agreed under paragraph 2. All other Terms continue to apply.
  7. If an accepted Fixed-Price Task has not been completed and accepted when the Order reaches its end date, the Order continues solely for the purpose of completing, reviewing, accepting, invoicing and remedying that Task on the terms accepted for it. No Project Management Fee accrues and no new Tasks may be initiated during such continuation, unless the Parties agree otherwise. This paragraph does not apply where the Order is terminated early under Articles 47 to 49 or 51; in that case Article 52(2) applies.

Art. 28. Changes in requirements and Principal Objectives.

  1. The Client may revise operational priorities or request changes in requirements during the implementation. The project manager may adjust the Project Plan, Tasks, methods and sequencing within the agreed Principal Objectives and Scope. Such operational changes do not require an Order amendment and may affect estimates, dependencies and indicative target dates.
  2. Material changes to the Principal Objectives and Scope (including adding materially new systems, entities, locations or processes outside the agreed purpose) require a written change description accepted by authorised representatives of both Parties. Email confirmations that identify the proposed change and the relevant Order are sufficient, subject to Article 4. A formal amendment may be used but is not mandatory solely because a material scope change is being agreed.
  3. The agreed change record shall identify material consequences for fees, expected resources, Project Management, deliverables, budgets and indicative schedule to the extent then reasonably known. Changes to binding delivery commitments, Reserved Capacity, the Project Management Fee, an agreed cap or the Order's end date require express written agreement of those changed terms.
  4. A change to scope does not retrospectively authorise unapproved charges. New or changed requirements do not themselves constitute defective performance of earlier work; however, work necessary to correct the Contractor's own failure to meet agreed professional standards or an accepted Fixed-Price Task shall not be charged again merely because it is recorded as a new Task.

Art. 29. Client cooperation and responsibility.

  1. The Client is responsible for providing timely and lawful access to the relevant Systems; appropriate software licences and, where within the Client's control, infrastructure; accurate and sufficiently complete information; qualified personnel for reviews and testing; prompt decisions, approvals and priorities; and cooperation reasonably requested by the Contractor.
  2. The Client determines its business requirements and approves its business decisions, accounting policies, operating procedures, security permissions, production data and use of the implemented solution. The Contractor shall identify material risks or apparent inconsistencies within its professional competence that become reasonably evident during performance.
  3. For systems and data under the Client's operational control, the Client is responsible for appropriate backups and recovery arrangements, taking account of the Contractor's documented recommendations. This does not transfer responsibility for infrastructure backups or disaster recovery of ERP.net, Operator.net or other third-party hosted SaaS systems to the Client; those matters remain governed by the relevant hosting or subscription provider's terms and responsibilities. Client-controlled exports, local systems, other self-hosted systems and migration source files remain within the Client's area of responsibility unless agreed otherwise.
  4. The Contractor shall follow agreed security and change-management procedures and exercise reasonable care in planning potentially disruptive changes, including checking appropriate recovery precautions and obtaining necessary Client decisions before materially risky or irreversible migration or configuration operations.
  5. Neither Party may rely on the other Party's responsibilities to excuse its own failure to exercise the care required by these Terms.

Art. 30. Delays and dependencies.

  1. If the Client's lack of cooperation or a dependency outside the Contractor's reasonable control materially delays performance, the Contractor shall notify the Client reasonably promptly, explain the impact where practicable and propose appropriate adjustments to the Project Plan.
  2. Indicative dates affected by such delay shall be adjusted reasonably. Binding deadlines may be changed as agreed in writing or as otherwise expressly provided in the Order.
  3. Where a Specialist is unable to perform confirmed Scheduled Time solely because the Client has not supplied required access, information or participants, Article 42 applies. The Contractor shall take reasonable steps to mitigate avoidable idle time and shall not charge the same time twice.

Art. 31. Testing and Go-Live.

  1. The Parties shall coordinate testing and preparation for productive use in accordance with the Project Plan. The Client is responsible for business validation, approval of production use and its operational readiness, with the Contractor providing the agreed professional assistance.
  2. Go-Live, completion of a phase or achievement of an indicative milestone does not by itself alter the term, pricing or scope of an Order unless the Order expressly provides for that effect or the Parties agree it in writing.
  3. The absence of Go-Live does not, by itself, establish defective performance; nor does it prevent the Client from raising a justified claim relating to an identifiable Service or binding commitment, subject to Articles 34 and 35.

V. Reporting, Fees and Payment

Art. 32. Rates and calculation of time.

  1. Time-based Professional Services are charged at the hourly rates corresponding to the actual Levels of the Specialists, as stated in the Order or incorporated rate schedule. A daily rate, where agreed, covers eight working hours unless the Order expressly provides otherwise. Fixed-Price Tasks are charged at their agreed fixed prices under Article 27; AI Usage Charges are governed by Article 44.
  2. Time spent on Time-and-Materials Tasks shall be recorded in the Contractor's time-reporting system, including a reasonable description of the Tasks performed. Routine professional preparation and execution directly related to a Task may be recorded; general internal administration not directly attributable to the Client shall not be charged as Professional Services. Internal hours spent on a Fixed-Price Task do not create an additional time-based charge.
  3. Fees are exclusive of VAT and other applicable transaction taxes unless expressly stated otherwise. Taxes shall be added or accounted for as required by law.

Art. 33. Monthly reports.

  1. By the third business day of each month, the Contractor shall provide the Client with a report of Time-and-Materials Professional Services performed in the preceding calendar month, identifying relevant Tasks, dates, Specialist Levels and time recorded with sufficient detail to permit reasonable review.
  2. The report or a supporting statement shall separately identify completed or billable Fixed-Price Tasks, AI Usage Charges with their basis of calculation, confirmed Scheduled Time cancellation charges, Reserved Capacity reconciliation and approved expenses, as applicable.
  3. The Parties may agree electronic delivery and review of reports through ERP.net or another designated system.

Art. 34. Review of reported time and usage.

  1. The Client may raise specific, reasoned objections to reported time, other usage-based entries or the quality of the Services reported for the month within five business days after receipt of the relevant report. The Parties shall promptly investigate and seek to resolve disputed entries in good faith, correcting them where appropriate.
  2. On expiry of that period, the Services reported for the month and the related entries, except those disputed in time, are deemed accepted by the Client. Payment of the invoice for a month without a written reservation also constitutes acceptance of the Services invoiced. A timely dispute of particular entries does not excuse payment of undisputed amounts. The Contractor may invoice undisputed entries while investigating the rest. Each report under Article 33 shall state the review period under paragraph 1 and this consequence.
  3. Acceptance under paragraph 2 covers the Services performed in the month concerned and is not a statement on the overall implementation result, which the Contractor does not guarantee. It does not replace the Fixed-Price Task acceptance procedure in Article 27. After acceptance, the Client may rely only on defects in the accepted Services that could not have been detected in an ordinary review, by notifying the Contractor promptly after their discovery, and the remedy is the one provided in Article 35.

Art. 35. Quality issues and remedial work.

  1. If the Client reasonably identifies a material error or deficiency in the Contractor's Services, it shall notify the Contractor with sufficient details promptly after discovery. For Services accepted under Article 34, this applies only to defects that could not have been detected in an ordinary review. The Contractor shall investigate and, to the extent the error resulted from a failure to meet Article 20 or an accepted Fixed-Price Task specification, remedy the affected work without an additional Professional Services or fixed-price charge within a reasonable period.
  2. The Contractor may propose a reasonable alternative remedy, including correction, re-performance or credit of the affected fees, taking account of the nature of the issue and applicable law.
  3. This Article does not cover additional requirements, defects in Client-supplied information, unauthorised subsequent modifications or failures of third-party systems outside the Contractor's responsibility.
  4. The Client's statutory and non-excludable rights, if any, are not restricted by this Article.
  5. The obligation to remedy without additional charge under paragraph 1 applies to errors notified within 90 calendar days after the affected work was made available to the Client or, if later, after Go-Live of the relevant part of the implementation it affects. Remedial work requested after that period is charged at the applicable rates. This paragraph is without prejudice to paragraph 4, to Article 27(5) and to claims for damages under Section X.

Art. 36. Project Management Fee.

  1. The Project Management Fee is charged monthly in advance for the active term of the Implementation Engagement. It is payable independently of the number of Professional Services hours performed in a particular month, provided that the Contractor remains ready and able to perform the Project Management function as agreed.
  2. The Contractor may include the Project Management Fee for the next calendar month in the same invoice as the Professional Services performed in the preceding month. The Fee is due seven calendar days after receipt of the invoice, unless the Order expressly provides a different period. The Contractor may invoice the Fee separately if the preceding-month report, its review or any disputed item delays the combined invoice; a dispute about other invoice entries does not suspend payment of an undisputed Project Management Fee.
  3. For a new engagement or a fee period for which no preceding-month Professional Services invoice is available, the Contractor may issue a separate advance invoice on the same seven-calendar-day payment terms. The Parties shall coordinate timely invoicing and payment so that Project Management is ordinarily paid in advance; the invoice's timing does not of itself extend an agreed Order end date.
  4. The Fee for an incomplete first or final calendar month is calculated pro rata by calendar days, unless the Order expressly provides another reasonable calculation method.
  5. Any prepaid Fee relating to a period after the effective termination date shall be credited or refunded, after taking account of fees properly due during a notice period or other agreed minimum commitment. The Fee is not unconditionally non-refundable.

Art. 37. Monthly invoicing of other Services.

  1. The Contractor shall ordinarily invoice Time-and-Materials Professional Services monthly in arrears based on the report under Article 33 and the review procedure under Article 34. Undisputed time may be invoiced while a good-faith dispute about separate entries remains unresolved.
  2. The same invoice may include the next month's Project Management Fee, agreed and invoiceable Fixed-Price Tasks, AI Usage Charges under Article 44, approved expenses and other properly due charges, each separately identifiable. A Fixed-Price Task may instead be invoiced at its expressly agreed payment milestone.
  3. Each invoice shall identify the relevant Order and the charges with reasonable clarity. Except for the Project Management Fee, which follows Article 36, the Client shall pay within 14 calendar days after receipt, unless a longer period is stated in the Order or a different period was expressly accepted for a Fixed-Price Task.
  4. Where an invoice entry is disputed in good faith, the Parties shall cooperate promptly to resolve it. The Client shall pay undisputed amounts when due; a dispute does not authorise withholding unrelated amounts.

Art. 38. Payment methods and completion.

  1. Payment may be made by bank transfer to the account shown on the invoice or by any alternative method, including payment card, that the Contractor expressly makes available for that invoice.
  2. The Client is responsible for charges imposed by its own bank or payment-service provider. Payment is completed when the Contractor or its authorised payment-service provider has received the cleared amount.
  3. The Contractor shall issue the accounting documents required by applicable law.

Art. 39. Late payment.

  1. Amounts not paid when due bear a contractual late-payment penalty of 0.1% of the overdue amount per calendar day, capped at 10% of that overdue amount, to the extent permitted by applicable law. No contractual penalty and statutory default interest shall be cumulatively recovered for the same amount and period except where mandatory law requires otherwise.
  2. Before suspending work for non-payment, the Contractor shall give written notice identifying the overdue amount and allow at least five business days to cure, provided that the amount has remained unpaid for at least 10 business days after its due date.
  3. After expiry of that notice, the Contractor may suspend all or part of the Services until the undisputed overdue amounts are paid in full. It shall take reasonable steps to limit unnecessary disruption and shall resume performance within a reasonable time after payment. It shall resume performance within five business days after payment, subject to the reasonable availability of Specialists.
  4. Suspension does not extinguish accrued fees or automatically terminate the Order. Indicative dates may be adjusted reasonably for the period of justified suspension. The Project Management Fee remains payable during a suspension caused by the Client's uncured non-payment, subject to the Client's right to terminate under these Terms. The Contractor is not liable for any delay or other consequence of a justified suspension. Binding dates, Fixed-Price Task deadlines and confirmed Scheduled Time affected by the suspension are extended accordingly, and Scheduled Time that cannot be used because of the suspension is chargeable as if cancelled by the Client less than five business days in advance.

Art. 40. Cancellation or rescheduling of Scheduled Time.

  1. The Client may cancel or reschedule confirmed Scheduled Time without a charge by notifying the Coordinator at least 10 business days before it is due to begin.
  2. If notice is received five to nine business days beforehand, the cancellation charge is 50% of the rates applicable to the cancelled Scheduled Time. If less than five business days beforehand, the charge is 100% of those rates.
  3. The Contractor shall make commercially reasonable efforts to reallocate cancelled time. To the extent the time is actually reallocated to other billable work, the corresponding cancellation charge shall be reduced so that the Contractor is not paid twice for the same capacity.
  4. These charges apply only to Scheduled Time specifically confirmed with the Client. They do not apply to unconfirmed project calendars, indicative plans or a period cancelled because the Contractor was materially unable to perform the scheduled work.
  5. Charges already covered by Reserved Capacity or other amounts paid for the same time shall be credited to avoid double recovery.

Art. 41. Reserved Capacity reconciliation. The monthly minimum for Reserved Capacity is billed as agreed in the Order. Work actually performed using that capacity counts towards the minimum. The Contractor shall identify the reconciliation in the relevant invoice or supporting report, and no separate Scheduled Time cancellation or idle-time charge may be added for the same hours.

Art. 42. Client-caused idle time.

  1. If a Specialist is ready to perform confirmed Scheduled Time but is materially prevented from doing so by the Client's failure to supply agreed access, personnel, information or decisions, the affected time may be charged at the applicable rate, to the extent reasonably unavoidable.
  2. The Contractor shall notify the Client where practicable, make reasonable efforts to perform alternative authorised work or release the Specialist and shall not charge more than the value of the confirmed Scheduled Time affected.
  3. The same time may not also be charged as Professional Services performed, a cancellation charge or an additional charge on top of Reserved Capacity already paid for that time.

Art. 43. Expenses. Travel, accommodation and other out-of-pocket expenses are payable only if the categories of expense and the relevant trip or budget have been approved by the Client in writing in advance. They shall be charged at reasonable actual cost against appropriate supporting documents. Travel time is chargeable only where expressly agreed. AI Credits and similar usage-based platform resources are governed exclusively by Article 44 rather than this Article.

Art. 44. AI Usage Charges and other metered resources.

  1. Where enabled in the Order or by a later written approval, the Contractor may consume AI credits, tokens or other metered technology resources for the Client's benefit while performing the Services ("AI Usage Charges"). Such resources may be supplied by Operator.net or other AI or technology platforms expressly authorised for the project.
  2. The applicable units, charge or tariff (including any markup, if applicable), measurement basis, approval thresholds and relevant Budget Cap shall be stated in the Order or an identifiable written rate or usage approval. The Contractor shall not impose an unapproved tariff or materially exceed an express applicable usage limit. A reasonable in-scope consumption within previously approved parameters does not require approval for each individual AI operation.
  3. The Contractor shall maintain reasonably verifiable usage records and report the quantities and amounts charged, identifying the relevant Task or work package where reasonably practicable. Only actual, project-related consumption paid for or chargeable to the Contractor may be recharged to the Client; credits supplied or paid for directly by the Client may not be charged again.
  4. For Fixed-Price Tasks, the accepted Task record shall specify whether the resources reasonably needed to produce the deliverable are included in the fixed price or are separately billable. If no separate charging has been expressly agreed for that Fixed-Price Task, those resources are deemed included in its fixed price.
  5. Resource consumption after the end of an Order, including ordinary ongoing use of a deployed application, is governed by the applicable platform subscription or other separately agreed arrangement, not by an indefinite continuation of this Article.

VI. Duration, Pauses and Termination

Art. 45. Continuation of an active engagement.

  1. An Implementation Engagement remains in force until its end date, as extended under Article 15, or earlier termination under these Terms, even if no new Task is assigned for a short period, a Task is completed, a phase is paused or the Estimated Hours are exceeded.
  2. A temporary reduction or interruption of Tasks does not automatically suspend the Project Management Fee. The Parties may agree a written project pause specifying whether management activities, fees, Reserved Capacity and project dates are suspended or adjusted.
  3. Neither Party is obliged to accept an indefinite pause or to continue an Order beyond the maximum agreed term.

Art. 46. Completion and transition.

  1. The Parties may agree in writing that an Implementation Engagement has been completed before its scheduled end date, including after an agreed Go-Live or completion of the principal objectives.
  2. Production support, maintenance and ad-hoc Professional Services after completion or termination require their own applicable contractual arrangement. There is no automatic continuation of full Project Management without the Project Management Fee.
  3. Where requested and reasonably practicable, the Contractor shall provide orderly transition assistance, including a status summary and handover of agreed deliverables and relevant project records. Work beyond the termination date is separately agreed and charged at the applicable rates.

Art. 47. Termination for convenience. Either Party may terminate an Order for convenience by giving at least 30 calendar days' written notice. The Client may notify the Contractor that it no longer requires the implementation, in which case that notice is treated as a termination for convenience. Payment consequences are governed by Article 52.

Art. 48. Prolonged inactivity.

  1. If no substantive Task activity or agreed project-management activity has occurred for 90 consecutive calendar days because the Client has not provided the inputs or decisions necessary to continue, the Contractor may give a written notice describing the inactivity and requesting an agreed plan to resume.
  2. If the Client does not provide a reasonable resumption plan or resume meaningful cooperation within 30 calendar days of that notice, the Contractor may terminate the Order by a further written notice.
  3. A mutually agreed project pause is governed by its written terms and is not counted as inactivity under this Article. Inactivity never causes automatic termination without the notices above.

Art. 49. Termination for cause.

  1. Either Party may terminate an Order if the other Party materially breaches its obligations and fails to remedy the breach within 15 business days after receiving a written notice identifying the breach and the required remedy, or within a longer reasonable period expressly agreed by the Parties.
  2. Where a material breach is incapable of remedy, or continued performance would be unlawful, termination may take effect on written notice without the cure period, to the extent permitted by law.
  3. A Party may also terminate an Order where the other Party is subject to insolvency proceedings or ceases substantially all business operations, to the extent termination on that basis is permitted by applicable law.

Art. 50. Expiry without automatic termination for individual work events.

  1. An Order expires on its end date unless extended under Article 15, subject to Article 27(7).
  2. Completion of individual Tasks, a temporary absence of Tasks, reaching Estimated Hours or reaching an expressly agreed Budget Cap does not independently terminate the Order.
  3. Services performed after expiry, without an extension under Article 15 or a new Order, are ad-hoc services and not an Implementation Engagement. They are governed by the Contractor's applicable arrangement for ad-hoc services or, if no such arrangement exists between the Parties, by these Terms applied to them as Time-and-Materials Services at the rates last applicable under the Order, without Project Management, a Project Management Fee or Principal Objectives. Either Party may end such services at any time by written notice.

Art. 51. Suspension and extended external events.

  1. Neither Party is liable for a delay caused by circumstances beyond its reasonable control that could not reasonably be avoided by appropriate measures, except for payment obligations already accrued. The affected Party shall notify the other promptly and use reasonable efforts to mitigate the effects.
  2. If such circumstances substantially prevent the Services for more than 60 consecutive calendar days, either Party may terminate the affected Order on written notice without a termination penalty, subject to payment for Services already properly provided and charges validly accrued before the event.
  3. The Parties shall discuss appropriate adjustments to recurring fees during any substantial period in which the Contractor is unable to provide Project Management for such reasons.

Art. 52. Financial consequences of termination.

  1. On expiry or termination, the Client shall pay: (a) time-based Professional Services performed up to the effective date, as reported and reviewed under Articles 33 and 34; (b) amounts due for Fixed-Price Tasks already accepted or for contractually agreed completed milestones, subject to valid claims for defective work; (c) properly incurred and agreed AI Usage Charges up to the effective date; (d) the Project Management Fee accrued up to that date, including any applicable notice period; (e) approved expenses; and (f) legitimate, non-duplicative charges under Articles 17 and 40-42 arising from confirmed commitments existing before the notice.
  2. For a Fixed-Price Task in progress at termination, the Parties shall reasonably reconcile usable work completed, verifiable non-cancellable commitments and amounts prepaid, considering the cause of termination and whether the Client receives a usable partial deliverable. Unless the accepted Fixed-Price Task specifies a reasonable alternative cancellation arrangement, no automatic entitlement to the entire unearned fixed price arises solely because the Order ends.
  3. Termination for convenience does not create a separate fee for an additional 30 days beyond the notice period. Where less than the required notice is given, the terminating Party remains responsible for the financial consequences of the full notice period, subject to applicable law and the other Party's duty to mitigate.
  4. Charges under Articles 17 and 40-42 shall not be stacked for the same hours or period. AI Credits, Fixed-Price Task fees and time-based fees shall not duplicate charges for the same work or resource. The Contractor shall take reasonable steps to mitigate avoidable cancellation losses.
  5. Amounts prepaid for periods after the effective termination date, and not otherwise properly due under this Article, shall be credited or refunded within 30 calendar days after final reconciliation.
  6. Termination for the Contractor's uncured material breach does not entitle the Contractor to future Project Management Fees or cancellation charges arising solely from the termination, without prejudice to amounts properly earned before termination and the Client's other remedies.
  7. Expiry or termination of an Order on any ground, including rescission for breach, has effect only for the future. The Services are performed, reported and accepted month by month as a continuing engagement, and Services accepted under Article 34 and the fees paid or payable for them are not subject to restitution. This is without prejudice to the remedy under Article 35 and to damages within the limits of Article 71.

Art. 53. Effects and surviving terms. Termination does not affect rights or obligations accrued before termination or provisions which by their nature should continue, including confidentiality, intellectual property, non-solicitation, payment reconciliation, liability limitations, dispute resolution and applicable data protection obligations.

VII. Intellectual Property and Client Work Products

Art. 54. Client Data and Client Materials.

  1. All rights in the Client's data, records, business information, credentials, independently developed materials and other materials supplied by or for the Client ("Client Materials") remain with the Client or their respective lawful owners.
  2. The Contractor may access and use Client Materials only to provide the agreed Services, comply with lawful obligations and exercise rights expressly granted under the Agreement. No ownership of Client Materials is transferred to the Contractor.
  3. Where the Client directs the Contractor to modify, transform or migrate its data, the resulting data remains Client Data, subject to third-party rights and the applicable platform licence.

Art. 55. Client-Specific Configurations and Deliverables.

  1. "Client-Specific Deliverables" means configurations, metadata, workflows, roles, permissions, business rules, templates, scripts, reports, documentation and other outputs produced specifically for the Client's business processes in the course of the Services, excluding Contractor Background Materials, independently licensed platform components and third-party materials. Applications are additionally subject to Article 59.
  2. As between the Parties, the Client retains all rights in its Client Materials and data and may control, use, maintain and, subject to the applicable platform capabilities and licences, export its Client-Specific Deliverables. Payment for Services does not, by itself, transfer the Contractor's intellectual property rights or rights it cannot lawfully transfer.
  3. Upon full payment of the charges properly attributable to a Client-Specific Deliverable, to the extent the Contractor owns or is authorised to license the relevant rights, the Contractor grants the Client a perpetual, worldwide, non-exclusive, irrevocable (to the extent permitted by law), fully paid-up licence to use, run, reproduce, configure, adapt, modify, maintain and have authorised service providers do so for the Client's internal business purposes, including the business purposes of entities within the Client's corporate group that are covered by its applicable platform licences. The Client may make reasonable copies and exports where technically supported and contractually permitted.
  4. The licence does not authorise the Client to sell, separately sublicense, publish or commercially distribute Contractor-owned software, libraries or deliverables as standalone products without prior written permission, except to the extent that mandatory law or an expressly agreed licence provides otherwise. The Client may permit its professional service providers to access and modify the Deliverables on the Client's behalf, subject to confidentiality and relevant product terms; this is not a prohibited commercial sublicense.
  5. No exclusive right is granted in a general business process, configuration method, concept, design pattern or technical technique. The Contractor may independently implement comparable functionality for other clients without using or disclosing the Client's Confidential Information or infringing rights retained by the Client.
  6. An assignment of intellectual property rights occurs only where a specifically identified deliverable and the scope of rights to be transferred are expressly agreed in writing under Article 58, subject to the Contractor's lawful ownership and necessary exclusions for Background Materials, platform and third-party rights.

Art. 56. Contractor Background Materials and reusable components.

  1. "Contractor Background Materials" means methodologies, know-how, generic templates, libraries, tools, frameworks, reusable code, standard connectors, design patterns, technical components and materials developed or lawfully acquired by the Contractor independently of the Client's specific engagement, including improvements of general application that do not incorporate Client Confidential Information.
  2. The Contractor retains all rights in Contractor Background Materials. Work performed or paid for under an Order does not, solely by that fact, transfer ownership or grant exclusive rights in those Materials to the Client.
  3. To the extent Contractor Background Materials are embedded in, or reasonably required to use, a paid-for Client-Specific Deliverable, the Contractor grants the Client a perpetual, worldwide, non-exclusive, fully paid-up licence, to the extent within the Contractor's authority, to use, execute and maintain the embedded Materials as part of the Client's use of that Deliverable. Rights to modify embedded Materials are granted only to the extent reasonably necessary to maintain or adapt the Client-Specific Deliverable and not to extract or commercialise the Materials independently. The Client may involve authorised service providers for those purposes under suitable confidentiality arrangements.
  4. This licence does not authorise standalone redistribution, commercial licensing or resale of Contractor Background Materials. Rights subject to third-party restrictions are granted only to the extent lawfully available; those restrictions must be disclosed under paragraph 5 where material.
  5. The Contractor shall identify, before incorporation where reasonably practicable, any material third-party or separately licensed component whose restrictions would materially impair the Client's expected use or maintenance of a Client-Specific Deliverable.

Art. 57. Access, portability and continuity.

  1. The Contractor shall not intentionally prevent the Client from accessing or exporting its own data and Client-Specific Configurations through functionality and permissions available under the applicable platform licence, taking account of the Application Delivery Rights under Article 59.
  2. Where the agreed Services or an accepted Editable Application Task include delivery of source files, scripts, specifications, configuration packages or documentation, those items shall be made available in a reasonably usable form, subject to applicable security controls, third-party licences and the expressly agreed scope. Execution-Only Application rights do not, by themselves, require source delivery.
  3. The Client may share information and rights reasonably necessary for maintenance of its Editable Applications and other modifiable Client-Specific Deliverables with a provider bound by suitable confidentiality obligations. Such maintenance access is not prohibited sublicensing or assignment for the purposes of Articles 55 and 56.

Art. 58. Custom software, expressly agreed IP transfers and third-party rights.

  1. The Order or an expressly accepted Fixed-Price Task may specify bespoke intellectual property arrangements for an identified deliverable, including a transfer of specified rights. Any such transfer must expressly identify its subject matter, the rights being transferred, the consideration and exclusions for Contractor Background Materials, platform components and third-party materials. No transfer arises merely from the word "ownership" used for administrative control within a software platform.
  2. The Contractor may transfer or license rights only to the extent they lawfully belong to it or it has authority from the rights holder. Rights in ERP.net, Operator.net, their platform components, marketplace applications, open-source components and other third-party products remain governed by their respective licences.
  3. If the Contractor proposes a third-party or separately licensed component for material use in the implementation, it shall inform the Client of material recurring fees and significant known licence restrictions reasonably before the Client commits to using it.
  4. Unless an expressly agreed transfer under paragraph 1 states otherwise, Deliverables are licensed under Articles 55, 56 and 59, as applicable.

Art. 59. Application Delivery Rights.

  1. An application, including an application created or assisted by AI, may be supplied under one of two contractually defined delivery modes: "Editable Application", permitting the Client to use, operate, administer and modify the application and have authorised providers maintain or modify it for the Client's business purposes; or "Execution-Only Application", permitting the Client to run and use the application for the agreed business purposes without contractual rights to edit its underlying design, implementation or source code.
  2. A specifically commissioned application developed for the Client under an accepted Task is an Editable Application by default, unless the accepted Task record clearly and expressly designates it as Execution-Only. The relevant Task may specify further delivery details, platform ownership or administrative roles, licence scope and third-party restrictions. An Execution-Only designation does not affect the Client's rights in its own data.
  3. These delivery modes describe functional access and contractual usage rights, not an automatic assignment of copyright or other intellectual property. The licences in Articles 55 and 56 apply to an Editable Application; for an Execution-Only Application, the licence is limited to the execution and ordinary use needed for its agreed purpose, notwithstanding any more extensive modification rights otherwise stated in Article 55, unless the Parties expressly agree otherwise.
  4. The Contractor shall provide or arrange the platform roles, permissions and deliverables reasonably necessary for the agreed mode, to the extent the applicable platform actually supports them and subject to product licences. The Contractor shall disclose known material technical restrictions before the Client approves a Task for which those restrictions would defeat the intended delivery mode.
  5. The mode applies to the identified application or Task only and does not modify the rights in other deliverables, Contractor Background Materials or independently licensed third-party applications. Any intended commercial distribution, transfer of intellectual property rights or use beyond the Client's agreed business purposes requires express written agreement.

Art. 60. Expertise, independent development and AI-assisted work.

  1. The Contractor may use general skills, experience, ideas, techniques and know-how acquired during an engagement in later work, provided it does not disclose or misuse the Client's Confidential Information or infringe rights held by the Client.
  2. Use of AI-assisted tools in performing Services does not itself create or transfer intellectual property rights, extend a Client's Application Delivery Rights or alter the allocation of responsibility under these Terms. The Contractor shall apply reasonable professional review and safeguards appropriate to the nature of AI-assisted outputs.
  3. The Contractor shall not submit identifiable Client Confidential Information or personal data to an external AI service in a manner inconsistent with the Parties' confidentiality and data protection agreements or without the required authorisation.
  4. Where AI-assisted output is subject to rights or restrictions that prevent the Contractor from granting a proposed licence, the Contractor shall disclose the material restriction and agree an appropriate alternative with the Client rather than purporting to transfer rights it does not have.

VIII. Confidentiality

Art. 61. Confidential Information. "Confidential Information" means information disclosed by or on behalf of a Party in connection with an Order which is designated confidential or should reasonably be understood to be confidential from its nature or the circumstances, including business plans, pricing, security information, system configurations, source materials, data, trade secrets and non-public project information.

Art. 62. Duties of confidentiality. Each receiving Party shall use the other Party's Confidential Information only as needed to perform the Order or exercise rights expressly granted under it; protect it with at least reasonable care; and not disclose it except as allowed in these Terms or with the disclosing Party's prior written consent.

Art. 63. Permitted recipients. A receiving Party may disclose Confidential Information to its personnel, professional advisers and authorised subcontractors who reasonably need to know it and are subject to confidentiality obligations no less protective in substance. The receiving Party remains responsible for their compliance, subject to applicable law.

Art. 64. Exclusions and mandatory disclosure. Confidentiality obligations do not apply to information that the receiving Party can demonstrate: (a) is publicly available without a breach; (b) was lawfully known without a confidentiality duty before disclosure; (c) was independently developed without using the disclosed information; or (d) was lawfully obtained from a third party without a confidentiality duty. Disclosure legally required by an authority is permitted to the extent required, with prior notice to the other Party where legally allowed.

Art. 65. Duration and return of information. The confidentiality obligations survive for three years after the relevant Order ends; obligations regarding trade secrets continue while the information remains legally protected as a trade secret, and personal data remains subject to applicable data protection law. Upon reasonable written request, a Party shall return or securely destroy the other Party's Confidential Information, subject to lawful retention requirements, routine protected backups and the applicable data processing agreement.

IX. Personal Data and Information Security

Art. 66. Applicable data processing arrangements.

  1. Each Party shall comply with applicable data protection law in relation to its own processing activities. Where the Contractor processes personal data on the Client's behalf as a processor, the Parties shall ensure that an appropriate agreement satisfying Article 28 GDPR or other applicable requirements binds the actual legal entities involved and covers the implementation Services, relevant systems and processing activities.
  2. The ERP.net Data Processing Agreement published with the Privacy Statement applies to an Implementation Engagement only to the extent that its contractual parties and scope validly include the relevant Client, Contractor and processing activities, or the Parties expressly incorporate an appropriate version and confirm that it binds them. Its publication alone does not establish that an independent Implementation Partner or another entity is a party to it.
  3. Where the existing agreement does not satisfy paragraph 1, the Parties shall put an appropriate data processing agreement in place before the Contractor starts processing personal data on the Client's behalf. Nothing in these Terms is intended to replace the mandatory contractual provisions of Article 28 GDPR.
  4. To the extent of a conflict concerning personal data processing, the applicable data processing agreement prevails over these Terms.

Art. 67. Access and information security.

  1. Each Party shall maintain reasonable technical and organisational security measures appropriate to its role and the information and systems under its control. The Contractor shall restrict access to Client systems and data to authorised personnel with a legitimate need for the Services.
  2. The Client shall grant only the access reasonably necessary for the agreed work and shall communicate material access restrictions and security policies sufficiently in advance.
  3. Each Party shall notify the other without undue delay after becoming aware of a security incident materially affecting the other Party's Confidential Information or systems in connection with the Services. Personal data breaches are additionally governed by the applicable data processing agreement and law.

X. Liability and Remedies

Art. 68. Responsibility for Services. The Contractor is responsible for exercising the professional skill, care and diligence required by Article 20, including reasonable supervision of its Specialists and authorised subcontractors. The Client remains responsible for its own business decisions and inputs, without prejudice to the Contractor's responsibility for negligent professional advice or defective work. Proposals of Tasks, solutions and priorities made by the Contractor are professional recommendations; the decision to implement them is the Client's under Article 29(2).

Art. 69. Business outcomes. Article 20(2) applies to the business outcomes of the Implementation Engagement. Unless the Order expressly provides otherwise, the Contractor does not undertake to achieve a particular business benefit, cost saving, regulatory outcome or commercial result. This does not limit the Contractor's responsibility for the quality of its Services, for accepted Fixed-Price Tasks or for other binding commitments.

Art. 70. Limitations of recoverable loss. To the extent permitted by applicable law, neither Party shall be liable to the other for indirect or consequential loss, loss of profit, loss of business opportunity or anticipated savings arising from an Order, except insofar as such exclusion is prohibited by mandatory law. This provision does not remove liability for direct losses otherwise recoverable under these Terms.

Art. 71. Monetary cap.

  1. Except as stated in paragraph 2, each Party's aggregate liability to the other arising out of or in connection with a particular Order is limited to the greater of EUR 10,000 and the total fees paid or payable under that Order during the 12 months immediately preceding the event giving rise to the claim. Where the Order has been in force for less than 12 months, the calculation covers the period from its start date to that event.
  2. This limitation does not apply to: (a) fraud, wilful misconduct or gross negligence; (b) the Client's obligation to pay fees properly due; (c) liability that cannot lawfully be excluded or limited; or (d) obligations for which the Parties have expressly agreed a different liability regime in the Order or an applicable data processing agreement.
  3. The Parties may agree a different liability cap or specific insurance requirement in the Order to reflect the scale and risk of the implementation.

Art. 72. Third-party intellectual property claims. If a third party credibly claims that a deliverable newly created and supplied by the Contractor infringes its intellectual property rights, the Contractor shall reasonably cooperate with the Client in addressing the claim and may, at its cost and option, procure necessary rights, modify or replace the affected deliverable with materially equivalent functionality, or refund the fees reasonably attributable to the unusable portion. This obligation does not apply to infringement arising solely from Client Materials, unauthorised modification or an unapproved combination with third-party items. The Contractor does not warrant exclusive copyright ownership in AI-generated output where such rights cannot lawfully arise or be guaranteed, but remains responsible for the licences and representations expressly made under these Terms. Any monetary liability remains subject to Article 71 unless expressly agreed otherwise in the Order or required by law.

Art. 73. Mitigation and third-party systems. Each Party shall take reasonable measures to mitigate reasonably foreseeable losses. The Contractor is not responsible for the independent failure of the ERP.net platform or third-party systems outside its control merely because it provides implementation Services, but remains responsible for its own negligent configuration, integration or advice concerning them.

XI. Additional Provisions

Art. 74. Notices and written approvals.

  1. Contractual notices, including material breach, suspension, termination and amendments to Principal Objectives and Scope, shall be in writing and sent to the authorised contacts or notification email addresses stated in the Order, as updated by written notice. An unequivocal email exchange from duly authorised representatives is sufficient for approvals and amendments where these Terms require written agreement, unless mandatory law or the Order requires a specific signing form.
  2. Routine Task communications, notices of Contractor-initiated Tasks, Fixed-Price Task approvals, delivery acceptance notices, scope-neutral scheduling and report review may take place in the agreed project-management system or by email where the communication and its originator are reliably recorded. An operational communication does not by itself amend the Principal Objectives and Scope or other material Order terms.
  3. A notice is deemed received when its delivery can reasonably be evidenced, excluding an automated rejection or failed delivery. A Party shall promptly acknowledge termination and material breach notices, without unreasonably withholding acknowledgement.
  4. Either Party may send the other Party's Client Representative or Coordinator, as applicable, through the agreed channel, a written record of a meeting or call between the Parties, such as a transcript, minutes, notes or a summary, in any form and however prepared. Unless the recipient notifies specific inaccuracies within three business days of receipt, the record is deemed to reflect accurately the matters discussed and the decisions, priorities and Tasks recorded in it. Meetings and calls may be recorded or automatically transcribed only after the participants have been informed. A record does not by itself amend the Principal Objectives and Scope or other material Order terms, and does not by itself create a guarantee, a binding result or deadline, or a Fixed-Price Task.

Art. 75. Subcontracting and assignment.

  1. The Contractor may use suitably qualified subcontractors and remains responsible for their Services. Access to personal data or Confidential Information is subject to the applicable confidentiality and data processing arrangements.
  2. Neither Party may assign the Order to an unrelated third party without the other's prior written consent, not to be unreasonably withheld or delayed. An assignment to a legal successor or affiliate as part of a bona fide corporate reorganisation is permitted if contractual obligations and necessary protections are preserved and the other Party is notified.
  3. The Client's use of a different implementation provider to maintain or modify its lawful Client-Specific Deliverables is not an assignment of the Order.

Art. 76. Entire agreement and severability. The Order, these Terms and incorporated documents constitute the entire agreement between the Parties concerning the Implementation Engagement, without excluding liability for fraud or mandatory legal rights. If a provision is invalid or unenforceable, the remaining provisions remain in force and the Parties shall seek a lawful replacement closest to the original commercial purpose.

Art. 77. No waiver; independent Parties. A delay or failure to enforce a right is not a waiver of that right. The Parties act as independent contracting entities. Neither Party may bind the other except as expressly authorised.

Art. 78. Governing law and disputes.

  1. These Terms and each Order are governed by the laws of the country in which the Contractor has its registered office, excluding its conflict-of-laws rules to the extent permissible, and disputes are subject to the competent courts at the Contractor's registered office, subject to mandatory jurisdiction rules.
  2. Before initiating litigation, the Parties shall attempt in good faith to resolve a dispute through discussions between authorised management representatives for at least 20 business days, unless urgent interim relief is required or applicable limitation periods are at risk.

Art. 79. Electronic records.

An Order, amendment or notice may be executed and retained electronically where permitted by applicable law and the agreed signing method. Counterparts together constitute one instrument.

Art. 80. No third-party beneficiary. Publication of these Terms by ERP.net and use of the ERP.net brand do not make the platform publisher, its affiliates or other implementation partners liable for an Order to which they are not a contracting party, except where a separate written agreement expressly provides otherwise or mandatory law requires otherwise.

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