Custom Development Conditions

Revision: March 2024

Definitions

“Confidential Information” information, ideas, concept, materials or other subject matter of each of the Parties, whether disclosed orally, in writing or otherwise, that is provided under circumstances reasonably indicating that it is confidential or proprietary such as, without limitation, any and all trade secrets, algorithms, processes, techniques, drawings, models, customer-related information and data, project description, computer programs, databases, business plans, technical data, product ideas, marketing data and plans, contracts and financial information disclosed or otherwise provided by either Party.
“Deadline” shall mean the completion date regarding the Specifications.

“Development Documentation” shall mean the documentation related to the Specific Developments containing all explanations necessary to setup the Specific Developments and have them fully functional.

“Intellectual Property Rights” all trade secrets, copyrights, trademarks, mask work rights, wireframes, database rights, design rights, concepts, workflows, patents and other intellectual property rights in and to the Specific Developments, (including their source codes, data and databases).

“Error(s)” defect(s) in Specific Developments that completely prevent one or more intended functionalities described in the Specifications.

“GNU GPL v. 3 license” is the open-source license available at https://www.gnu.org/licenses/gpl.html.

“Party” or “Parties” means a party or the parties to the Agreement.

“Specifications” the development, functions, performance, coding and other specifications as agreed upon by the Parties in Additional Development Agreements.

“Specific Developments” The deliverables developed specifically for the Customer on the basis of Opigno® and related Development Documentation that are (or are required to be) provided by Developer to Customer pursuant to the Agreement.

General

Customer hereby appoints Connect-i to provide the Services and deliver the Specific Developments in accordance with the terms of the Agreement and pursuant to the Specifications, price and Deadline agreed upon by the Parties in the Order Form or specific Documentation.

The method of work used by Connect-i in developing the Specific Developments under this Agreement will be agile.

Developer shall deliver the Specific Developments in a professional manner, consistent with industry and international programming standards. Developer shall provide and use its own equipment, tools and other materials to perform the Services.

Developer shall notify Customer immediately in the event that, for whatever reason, it is unable to carry out or complete the Specific Development according to the Deadline so that alternative arrangements may be made by Client.

Term

The Agreement shall commence upon signature of the Order Form by Customer and shall continue until full acceptance of the Specific Development by the Customer or until terminated in accordance with “Term and Termination” Clause of Main Services Agreement.

Change in specifications

The Customer may request that reasonable changes be made to the Specifications and tasks associated with the implementation of the Specific Developments. If the Customer requests such a change, Connect-i will use its best efforts to implement the requested change at no additional expense to the Customer and without delaying delivery of the Specific Developments.

In the event that the proposed change will, in the sole discretion of Connect-i, require a delay in the delivery of the Specific Developments or would result in additional price to the Customer, Connect-i shall inform the Customer, who may either withdraw the proposed change or require Connect-i to deliver the Specific Developments with the proposed change and subject to a new Deadline and/or additional price. The Customer agrees and acknowledges that the judgment as to if there will be any delay or additional price shall be made solely by Connect-i.

Delivery

Once Specific Developments are completed by Connect-i, Customer is informed by Connect-i by email, which constitutes the delivery of Specific Developments.

Acceptance

Upon delivery of the Specific Developments by Connect-i, Customer shall evaluate Specific Developments and shall submit a written acceptance or rejection to Developer within 10 (ten) business days after Customer’s receipt of the final version of Specific Developments. Acceptance shall be in writing. If Customer identifies Errors in any part of the Specific Developments prior to acceptance, then Connect-i shall use its best efforts to correct such Errors within 10 (ten) business days following receipt of notice thereof without additional costs and expenses.

Specific Developments will be considered as accepted by Customer when all Errors directly related to the developments made by Connect-i have been fixed. In case no issue is raised by Customer during this 10 (ten) business days acceptance period, Specific Developments will be considered as approved by Customer.

For the Development Documentation, Customer shall specify the corrections needed within the acceptance period and Connect-i shall deliver an amended version of such Development Documentation within 10 (ten) business days.

If Connect-i fails to deliver any part of Specific Developments, including Development Documentation or if any Errors discovered before acceptance cannot be eliminated within a 20 (twenty) days cure period, Customer may, at its option:

(i) retain the Specific Developments (including any applicable Development Documentation) and pay Connect-i the fees for all outstanding payments as agreed upon by the Parties for which Customer has accepted corresponding parts of Specific Developments; or

(ii) extend the cure period; or

(iii) terminate the Agreement immediately for cause pursuant to “Term and Termination” Clause of Main Services Agreement.

Warranty

After acceptance of Specific Developments, a warranty period of 3 (three) months is offered by Connect-i. During this warranty period, all Errors directly related to the code developed by Connect-i will be fixed free of charge by Connect-i. After expiration of this warranty period, any additional Error raised by Customer will be estimated and a commercial offer for fixing this Error will be provided by Connect-i to the Customer.

The warranty gets void in case some changes in the source code are carried out during the warranty period by Customer or by other companies than Connect-i.

Representations and warranties

Connect-i represents and warrants that:

(iv) it has the full power and authority to enter into and perform its obligations under the Agreement, without the need for any consents, approvals or immunities not yet obtained;

(v) the Intellectual Property Rights in and to the Opigno® are subject to a GNU GPL v.3 license;

(vi) it has strictly complied with the requirements of GNU GPL v.3 license while developing and delivering the Specific Developments;

(vii) it is the owner or has been licensed all rights in and to the Specific Developments subject only to the rights herein granted to Customer;

(viii) the Specific Developments will not infringe upon any Intellectual Property Rights of third parties;

The Customer represents and warrants that:

(i) it has the full power and authority to enter into and perform its obligations under the Agreement, without the need for any consents, approvals or immunities not yet obtained;

(ii) it will strictly comply with the terms of the GNU GPL v.3 license.

Intellectual property rights

The Agreement is not intended to nor does it assign or transfer any property rights to the Opigno® Software.

Subject to the terms and conditions of the Agreement, Connect-i shall deliver the Specific Developments developed under a GNU GPL v.3 license and under the registered trademark Opigno®. Subject to strict compliance with the terms of GNU GPL v.3 license, Developer grants to Customer and Affiliates an unlimited in time, non-exclusive, worldwide, non-transferable, non-sublicensable right to use the Specific Developments.

Subject to the terms and conditions of the Agreement, Customer’s Affiliated Companies, authorized franchisees, distributors, retailers and agents may access and use the Specific Developments for their general business use for the benefit of Customer and/or Customer’s Affiliated Companies. All obligations of the Customer shall apply equally to each Customer’s Affiliated Companies, authorized franchisees, distributors, retailers and agents.