Adaptive Horizons Tech Solutions

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GENERAL TERMS AND CONDITIONS FOR SALES AND SERVICES

Adaptive Horizons Tech Solutions B.V.

Last Updated: April 23, 2025

APPLICABILITY: These General Terms and Conditions ("T&Cs") apply to all offers, proposals, Orders, and Agreements for the sale of Goods and/or the provision of Services by Adaptive Horizons Tech Solutions B.V. ("Adaptive Horizons") to its business customers ("Customer"). These T&Cs do not apply to Adaptive Horizons' relationships with its suppliers (which are governed by separate purchase terms) or with its partners (which are governed by separate partnership or collaboration agreements).

IMPORTANT NOTE: This document provides a general legal framework. Specific details regarding the Goods, Services, scope, deliverables, timelines, fees, and responsibilities for a particular project or transaction will be defined in a separate mutually agreed-upon Statement of Work ("SOW") or accepted Order Confirmation. In case of conflict, the SOW or Order Confirmation prevails regarding the specific commercial details it addresses, but these T&Cs govern the overall legal relationship between Adaptive Horizons and the Customer.

1.       Definitions:

·       "Adaptive Horizons," "we," "us," or "our" refers to Adaptive Horizons Tech Solutions B.V., a company registered in the Netherlands with registered office at Vlierweg 12, 1032LG, Amsterdam, The Netherlands. 

·       "Customer," "you," or "your" refers to the business entity or legal person purchasing Goods and/or Services from Adaptive Horizons.

·       "Party" or "Parties" refers to Adaptive Horizons and the Customer individually or collectively.

·       "Goods" refers to hardware, equipment, tangible products, components, and associated documentation sold and provided by Adaptive Horizons to the Customer under an Agreement.

·       "Services" refers to consultation, assessment, design, installation, configuration, integration, testing, commissioning, training, support, maintenance, licensing, access to platforms, data processing, and any other intangible work or services provided by Adaptive Horizons to the Customer as defined in an applicable SOW or accepted Order.

·       "Order" or "Purchase Order" (PO) refers to a written or electronic request or order for Goods and/or Services issued by the Customer and accepted by Adaptive Horizons, referencing these T&Cs.

·       "Order Confirmation" refers to Adaptive Horizons' written (including electronic) acceptance of a Customer's Order.

·       "SOW" refers to a Statement of Work or other detailed mutually agreed document (e.g., mutually signed proposal) that references these T&Cs and specifically defines the comprehensive scope, deliverables, timelines, pricing, and responsibilities for a larger or more complex engagement involving Goods and/or Services.

·       "Agreement" refers to the legally binding contract formed between Adaptive Horizons and the Customer, consisting of these T&Cs and either (i) a mutually executed SOW or (ii) an accepted Order (including an Order Confirmation).

·       "Confidential Information" means all non-public information disclosed by one Party to the other that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

·       "Intellectual Property Rights" means all patents, trademarks, service marks, trade names, copyrights, design rights, database rights, mask works, trade secrets, and other intellectual property rights, whether registered or unregistered, and all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

2.       Applicability and Formation of Agreement:

2.1 These T&Cs shall apply to all offers made by Adaptive Horizons to Customers, and all Agreements concluded between Adaptive Horizons and Customers, for the sale of Goods and/or the provision of Services.

2.2 By submitting an Order or mutually executing an SOW referencing these T&Cs, the Customer accepts and agrees to be bound by these T&Cs.

2.3 An Agreement is formed upon Adaptive Horizons' written acceptance (including Order Confirmation) of a valid Order issued by the Customer, or upon the mutual execution of an SOW by both Parties.

2.4 These T&Cs provide the overarching legal framework for all Agreements with Customers. The specific details of each engagement shall be defined in the applicable SOW or, for simpler transactions, in the accepted Order Confirmation.

2.5 In the event of any conflict between these T&Cs and an SOW or accepted Order Confirmation, the terms of the SOW or accepted Order Confirmation shall prevail, but only with respect to the specific scope, pricing, quantities, deliverables, and timelines explicitly defined therein. For all other matters, and to the extent the SOW or Order Confirmation is silent, these T&Cs shall govern.

2.6 Any terms and conditions proposed by the Customer in their Order, SOW, or other document that are in addition to or conflict with these T&Cs shall not apply and are expressly rejected unless explicitly accepted in writing by a duly authorized representative of Adaptive Horizons.

2.7 Adaptive Horizons reserves the right to amend these T&Cs from time to time. The latest version will be posted on our website and will apply to any Agreements entered into after the date of posting.

3.       Offers, Orders, and SOWs:

3.1 Offers and proposals by Adaptive Horizons are non-binding unless otherwise stated and expire after 30 days if not accepted.

3.2 All Orders and SOWs submitted by the Customer are subject to acceptance by Adaptive Horizons at its sole discretion. 

3.3 SOWs will define the specific Services, deliverables, timelines, responsibilities of both Parties, and fees for a particular project. For simpler transactions, these details will be in the accepted Order Confirmation.

3.4 The Customer is responsible for the accuracy of information provided in Orders, SOWs, and necessary for Adaptive Horizons' performance.

3.5 Changes to accepted Orders or SOWs require a written change order mutually signed by both Parties, which may affect Price and timelines.

4.       Price and Payment:

4.1 The Price for Goods and/or Fees for Services shall be specified in the applicable SOW or accepted Order Confirmation. Prices are exclusive of any applicable taxes, duties, levies, and agreed-upon expenses (such as delivery, shipping, packaging, insurance, travel, accommodation, etc.), which shall be borne by the Customer unless otherwise specified in the SOW or Order Confirmation.

4.2 Payment terms and schedule shall be specified in the applicable SOW or accepted Order Confirmation. If no payment terms are specified, payment shall be 50% in advance on order confirmation, balance 50% before shipment via bank transfer to the account specified by Adaptive Horizons.

4.3 Payment shall be made in the currency specified in the SOW or accepted Order Confirmation, or if not specified, in Euros (€).

4.4 Late payments may be subject to interest charges at the rate specified in the SOW or accepted Order Confirmation, or if not specified, at the rate of 2% per month or the maximum rate permitted by applicable law, whichever is lower, from the due date until the date of actual payment, plus reasonable recovery costs.

4.5 The Customer shall make all payments without set-off, counterclaim, deduction, or withholding unless required by applicable law.

5.       Delivery of Goods (Export/Import Considerations):

5.1 Delivery of Goods shall be made according to the terms specified in the SOW or accepted Order Confirmation.

5.2 Unless otherwise specified in the SOW or accepted Order Confirmation, delivery of Goods shall be EXW (Ex Works) Amsterdam (Incoterms 2020). The Incoterm specified shall define the point of delivery, the passing of risk of loss or damage to the Goods, and the division of responsibilities for transportation, insurance, export/import clearance, and duties.

5.3 If no Incoterm is specified, risk of loss or damage to Goods shall pass to the Customer upon shipment from Adaptive Horizons' or its supplier's facility.

5.4 Estimated delivery dates are non-binding estimates. Adaptive Horizons is not liable for reasonable delays in delivery.

5.5 The Customer is responsible for inspecting Goods upon delivery according to the applicable Incoterm or within 7 days if no Incoterm is specified, and notifying Adaptive Horizons in writing of visible defects or shortages. Failure to do so constitutes acceptance.

6.       Provision of Services

6.1 Scope of Services: The specific Services to be performed by Adaptive Horizons, including the identification and roles of any authorized Partners or Subcontractors (collectively, "Partners"), shall be exclusively defined in the applicable Statement of Work ("SOW") or accepted Order/Purchase Order ("Order").

6.2 Adaptive Horizons' Role: Adaptive Horizons contracts directly with the Customer and acts as the primary point of contact, responsible for the overall management and delivery of the Services specified in the SOW/Order, including the coordination of any Partners.

6.3 Use of Partners: Adaptive Horizons reserves the right to engage Partners, including those identified in an SOW/Order, to perform specific portions of the Services. Customer hereby consents to Adaptive Horizons' use of such Partners.

6.4 Standard of Performance: All Services, whether performed by Adaptive Horizons or its Partners, will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. Adaptive Horizons does not guarantee specific results unless expressly stated otherwise in the applicable SOW/Order.

6.5 Responsibility for Partner Performance: Subject to the limitations set forth in this Agreement (including Clause 8, Limitation of Liability), Adaptive Horizons shall remain responsible to the Customer for the performance of Services delegated to its Partners as if Adaptive Horizons had performed such Services itself.  

6.6 Customer Cooperation: Customer shall provide Adaptive Horizons and its authorized Partners with timely cooperation, information, and access to necessary resources, personnel, and facilities (including site access) as reasonably required for the performance of the Services. Specific cooperation requirements, including potential direct interaction with specified Partners, may be detailed in the SOW/Order.

6.7 Timelines: Estimated timelines for the Services shall be specified in the applicable SOW/Order. Customer acknowledges that timelines may depend on Partner performance. Adaptive Horizons will use commercially reasonable efforts to manage Partner timelines.

6.8 Acceptance: The process for Customer's review, testing, and acceptance of Services and any associated Deliverables (whether provided by Adaptive Horizons or its Partners) shall be defined in the applicable SOW/Order.

6.9 Third-Party Terms: Services may include or require the use of third-party products or services (e.g., software platforms) provided by Partners, which may be subject to separate terms and conditions ("Third-Party Terms"). Where specified in an SOW/Order or otherwise required for the use of such Services, Customer agrees to be bound by such applicable Third-Party Terms. Adaptive Horizons will identify or provide Customer with access to such terms.

6.10 On-Site Services: Where Services are performed by Adaptive Horizons or its Partners at Customer's premises or sites under Customer's control ("Customer Sites"), Customer shall provide a safe working environment, comply with all applicable workplace safety laws and regulations, and grant necessary site access. Customer shall inform Adaptive Horizons in writing of any specific site rules, regulations, or safety procedures applicable to personnel performing Services at Customer Sites prior to their arrival.

7.       Warranty:

7.1 Goods Warranty: Unless otherwise specified in the SOW or accepted Order, Adaptive Horizons warrants that new Goods it sells will conform materially to the specifications described in the applicable SOW, accepted Order, or product documentation for twelve (12) months from the date risk passes to the Customer ("Goods Warranty Period"). This warranty does not cover damage caused by misuse, neglect, improper installation (unless performed by Adaptive Horizons), alterations, accident, external causes, normal wear and tear, consumables, or software governed by separate licenses. Customer must notify Adaptive Horizons of alleged defects in writing within the Goods Warranty Period with reasonable detail. The sole remedy for breach of this warranty is limited, at Adaptive Horizons' option, to repair or replacement of the non-conforming Goods or a refund of the price paid for the non-conforming Goods.

7.2 Adaptive Horizons warrants that the Services performed directly by Adaptive Horizons personnel (excluding services performed by Partners as covered by Section 7.4) shall be executed in a professional and workmanlike manner, consistent with generally accepted industry standards. This warranty shall extend for a period of ninety (90) days following the completion date of the specific Service component in question (the "Warranty Period"). Customer must provide written notice to Adaptive Horizons of any alleged breach of this warranty within the Warranty Period. Customer's sole and exclusive remedy, and Adaptive Horizons' entire liability for breach of this warranty, shall be, at Adaptive Horizons' option and expense, either:

(a) the re-performance of the non-conforming Services;

or (b) a refund or credit of the fees paid by Customer attributable to the non-conforming Services.

7.3 Third-Party Products: With respect to any third-party hardware, software, or other tangible goods ("Third-Party Products") procured or supplied by Adaptive Horizons as part of the Services under an SOW/Order, Adaptive Horizons makes no independent warranty. Adaptive Horizons shall, however, to the extent permitted by the relevant manufacturer or supplier, pass through to Customer any assignable warranties provided by such third party for those Third-Party Products. Adaptive Horizons' obligation is limited to facilitating this pass-through, and it shall have no liability for the performance or breach of any such third-party warranties.

7.4 Third-Party Services (including Partner Performance): Adaptive Horizons provides no direct warranty regarding the performance or outcomes of services rendered directly by third parties, including Partners or Subcontractors. Customer's exclusive recourse and Adaptive Horizons' sole liability for any failure in the performance of Services delegated to its Partners/Subcontractors (as described in Clause 6.5) shall be a claim for breach of Adaptive Horizons' obligations under this Agreement, which claim shall be subject to the limitations outlined in Clause 8 (Limitation of Liability). The specific warranty remedies provided in Section 7.2 do not apply to Services performed by Partners or other third parties.

7.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE 7 AND THE APPLICABLE SOW OR ACCEPTED ORDER, ADAPTIVE HORIZONS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

8.       Limitation of Liability:

8.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ADAPTIVE HORIZONS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLIED DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THESE T&CS, ANY AGREEMENT, GOODS, OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 LIMITATION OF LIABILITY CAP. UNLESS OTHERWISE EXPRESSLY SPECIFIED IN AN APPLICABLE SOW OR ORDER, ADAPTIVE HORIZONS' TOTAL AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING THESE T&CS AND ANY SOWS OR ORDERS HEREUNDER) OR THE GOODS OR SERVICES PROVIDED PURSUANT HERETO, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), SHALL BE LIMITED TO, AND SHALL NOT EXCEED, THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ADAPTIVE HORIZONS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE FIRST SUCH CLAIM OCCURRED, UNLESS A DIFFERENT PERIOD IS EXPRESSLY SPECIFIED IN AN APPLICABLE SOW OR ORDER.

8.3 Nothing in these T&Cs shall exclude or limit Adaptive Horizons' liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

9.       Intellectual Property Rights:

9.1 Adaptive Horizons' Retained Rights: Adaptive Horizons and its licensors retain all right, title, and interest in and to all intellectual property rights embodied in or related to the Goods, Adaptive Horizons' software, documentation, methodologies, tools, know-how, and any pre-existing materials, including any improvements or modifications thereto developed or used during the performance of Services ("Adaptive Horizons IP"). Customer is granted only the limited rights expressly set forth in this Agreement or an applicable SOW/Order to use Goods or receive the benefit of Services, and no other licenses or rights to Adaptive Horizons IP are granted or implied.

9.2 Custom Deliverables: Ownership and license rights for any materials, including software code, documentation, or other work product, uniquely created by Adaptive Horizons specifically for Customer as identified deliverables in an applicable SOW or Order ("Custom Deliverables") shall be as expressly specified in that SOW or Order. If the applicable SOW or Order does not expressly specify otherwise, then subject to Customer's fulfilment of its payment obligations under the relevant SOW/Order, Adaptive Horizons hereby assigns to Customer all right, title, and interest in and to such Custom Deliverables. This assignment excludes any embedded Adaptive Horizons IP (as defined in Section 9.1) or Third-Party Materials necessary for the use of the Custom Deliverables. In the event of such assignment under this default provision, Adaptive Horizons grants Customer a perpetual, non-exclusive, royalty-free, worldwide license to use any such embedded Adaptive Horizons IP solely as necessary for Customer to use the Custom Deliverables for its internal business purposes.

9.3 Intellectual Property Indemnification: Adaptive Horizons shall defend Customer against third-party claims alleging that Goods sold or Services performed directly by Adaptive Horizons (excluding Third-Party Products, Open Source Software, or items based on Customer specifications) ("Indemnified Items") infringe a valid patent, copyright, or trademark ("IP Claim"), and shall indemnify Customer for damages finally awarded or agreed in settlement thereof. This obligation is conditioned upon: (a) Customer promptly notifying Adaptive Horizons in writing of the IP Claim; (b) Adaptive Horizons having sole control of the defence and settlement; and (c) Customer providing reasonable cooperation. Adaptive Horizons has no obligation for IP Claims arising from modification, combination with non-Adaptive Horizons items, misuse, or failure to use updates. If an IP Claim occurs or is likely, Adaptive Horizons may, at its option: (i) procure the right for Customer to continue using the Indemnified Item; (ii) replace or modify it to be non-infringing; or (iii) terminate the right to use and refund a pro-rata portion of applicable fees. This Section 9.3 states Adaptive Horizons' entire liability and Customer's exclusive remedy for IP Claims.

10.   Confidentiality:

10.1 Both Parties agree to keep Confidential Information of the other Party confidential and use it only for the Agreement's purpose, not disclosing it to third parties without consent, except as required by law or as necessary for performing obligations under the SOW or accepted Order (e.g., sharing Customer info with a subcontractor or partner as required by the SOW), provided such third parties are bound by confidentiality obligations no less protective than those herein.

10.2 The obligations under Section 10.1 shall not apply to information that:

(a) is or becomes publicly known through no fault of the receiving Party;

(b) was rightfully known to the receiving Party prior to disclosure by the disclosing Party without breach of any confidentiality obligation;

(c) is rightfully obtained by the receiving Party from a third party without restriction on disclosure;

(d) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information;

or (e) is required to be disclosed by law, court order, or a governmental authority, provided that the receiving Party provides prompt notice to the disclosing Party to allow them to seek a protective order or other appropriate remedy.

10.3 The obligations under this Clause 10 shall survive termination or expiration of the Agreement for a period of five (5) years, except for Confidential Information that constitutes a trade secret under applicable law, in which case the obligations shall survive indefinitely.

11.   Force Majeure:
Neither Party is liable for performance delays or failures caused by events beyond its reasonable control ("Force Majeure Event"), including but not limited to acts of God, war, terrorism, strikes, lock-outs, pandemics, epidemics, government orders or restrictions, natural disasters, failure of utilities or transportation networks, or inability to obtain raw materials or components through no fault of the delayed Party. The affected Party must notify the other promptly in writing of the Force Majeure Event, its expected duration, and its likely impact on performance, and use reasonable efforts to mitigate the effects of the event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate the affected SOW/Order upon written notice.

12.   Term and Termination:

12.1 Term of T&Cs: These Terms and Conditions ("T&Cs") become effective upon the execution or acceptance date of the first Statement of Work ("SOW") or Order incorporating them by reference ("Effective Date") and shall remain in full force and effect until all SOWs and Orders governed hereunder have expired or been terminated in accordance with their respective terms.

12.2 Term of Individual Agreements: The term for each individual SOW or Order shall commence on the effective date specified therein (or, if none is specified, upon its acceptance by both parties) and shall continue until all obligations under that specific SOW or Order are completed, unless earlier terminated as permitted by these T&Cs or the terms of such SOW or Order.

12.3 Termination for Material Breach: Either party may terminate this Agreement (meaning these T&Cs and all active SOWs/Orders) or any individual SOW/Order by providing written notice to the other party if the other party materially breaches any provision of these T&Cs or the relevant SOW/Order and fails to cure such breach within thirty (30) calendar days after receiving written notice detailing the specific nature of the breach, unless a different cure period is expressly specified in the applicable SOW or Order.

12.4 Termination for Insolvency: Either party may terminate this Agreement (meaning these T&Cs and all active SOWs/Orders) or any individual SOW/Order immediately upon written notice if the other party: (a) becomes insolvent or generally unable to pay its debts as they become due; (b) files a voluntary petition for bankruptcy or commences any similar proceeding; (c) has an involuntary petition for bankruptcy or similar proceeding filed against it which is not dismissed within sixty (60) days; (d) makes a general assignment for the benefit of its creditors; or (e) suffers the appointment of a receiver, trustee, or custodian for all or a substantial part of its assets.

12.5 Effects of Termination: Upon the expiration or termination of these T&Cs or any SOW/Order for any reason:

(a) All rights and licenses granted by one party to the other under the terminated T&Cs or SOW/Order shall immediately cease, except as expressly provided for in surviving clauses.

(b) Customer shall promptly pay Adaptive Horizons all undisputed fees and expenses accrued and payable for Services performed and Goods delivered up to the effective date of termination.

(c) Each party shall promptly return to the other party, or certify the destruction of, all Confidential Information of the other party in its possession or control, in accordance with the procedures outlined in the Confidentiality section of this Agreement.

(d) Adaptive Horizons shall cease performance of the terminated Services and cooperate reasonably with Customer to facilitate an orderly transition, potentially subject to payment of applicable transition fees if specified elsewhere or agreed upon.

12.6 Survival: The provisions of these T&Cs which by their nature are intended to survive termination or expiration shall so survive, including, without limitation, Sections concerning Confidentiality, Intellectual Property Rights (including ownership and granted licenses), Warranties, Limitation of Liability, Indemnification, Payment Obligations accrued prior to termination, Governing Law, Dispute Resolution, and this Section 12.6 (Survival).

13.   Governing Law and Dispute Resolution:

13.1 These T&Cs and all Agreements are governed by and construed in accordance with the laws of the Netherlands, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

13.2 Any dispute arising out of or in connection with these T&Cs or any Agreement shall be exclusively submitted to the competent courts of Amsterdam, the Netherlands.

14.   Export Control:

The Customer acknowledges that Goods and potentially Services (e.g., software, technical data) may be subject to export control laws and regulations of the Netherlands, the European Union, the United States, and other countries. The Customer shall be solely responsible for complying with all such laws and regulations related to the import, export, re-export, and transfer of the Goods and Services and for obtaining any necessary licenses or authorizations.

15.   Data Protection:

15.1 Compliance with Laws and Privacy Policy: Each party represents and warrants that it shall comply with all applicable data protection and privacy laws and regulations ("Data Protection Laws") in connection with its performance under this Agreement and the processing of any Personal Data hereunder. For purposes of this Agreement, "Personal Data" shall have the meaning ascribed to it under the applicable Data Protection Laws (such as the GDPR, CCPA, etc.). Adaptive Horizons' collection, use, and processing of Personal Data for which it acts as a data controller (such as for managing customer accounts, website interactions, and marketing, as further detailed therein) are governed by its Privacy Policy, available at www.ahtechsol.com ("Privacy Policy"). Customer acknowledges having reviewed or having had the opportunity to review the Privacy Policy.

15.2 Processing of Customer Personal Data and DPA Requirements:

(a) Roles and Identification: The parties acknowledge that performance of the Services may involve the processing of Personal Data. Where Adaptive Horizons processes Personal Data on behalf of the Customer pursuant to this Agreement, Customer shall be the data controller (or equivalent term) and Adaptive Horizons shall be the data processor (or equivalent term), and such processing activities are distinct from those governed by the Privacy Policy referenced in Section 15.1. Certain Services, as may be identified in an SOW/Order, may also involve or require the processing of Personal Data directly by third parties (including Partners, Subcontractors, or platform providers).

(b) Adaptive Horizons as Processor - DPA Mandate: Where Adaptive Horizons acts as a data processor for Customer as described in Section 15.2(a), such processing shall be governed by a separate Data Processing Addendum ("DPA"). The parties agree to execute Adaptive Horizons' standard DPA, available at www.ahtechsol.com, prior to or concurrently with the commencement of any such processing by Adaptive Horizons. This DPA shall incorporate the requirements of Article 28 of the GDPR and any other applicable Data Protection Laws.

(c) Sub-processors / Third-Party Processing: Adaptive Horizons may engage sub-processors (including Partners or other third parties) to perform specific processing activities as part of the Services. Any such engagement involving the processing of Personal Data on behalf of the Customer shall be in accordance with the terms of the DPA between Adaptive Horizons and Customer, which shall include provisions for Customer's consent to the use of such sub-processors (either via a general consent model or specific notification/objection rights, as defined in the DPA). Customer acknowledges that if the provision or use of specific Services, software, or systems involves a direct contractual relationship or license between Customer and a third party (e.g., a platform provider licensed directly by Customer) independent of the services provided by Adaptive Horizons under this Agreement, Customer is responsible for ensuring it has the necessary data processing agreements or terms in place with that third party to the extent required by Data Protection Laws.

(d) Processing Instructions: Adaptive Horizons shall process Personal Data for which it acts as processor only in accordance with the terms of the executed DPA between Adaptive Horizons and Customer, and Customer's lawful documented instructions.

16.   Miscellaneous:

16.1 Relationship to SOWs and Orders: Each SOW and accepted Order Confirmation is incorporated into and governed by these T&Cs. If an SOW or accepted Order is silent on a matter, these T&Cs apply. If there is a conflict between these T&Cs and an SOW or accepted Order, the SOW or accepted Order prevails only with respect to the specific commercial terms (such as scope, deliverables, timelines, fees, quantities, specific Incoterm) explicitly addressed therein. General legal clauses in these T&Cs that are intended to establish the overall legal framework of the relationship (including, without limitation, those governing Intellectual Property Rights, Warranties, Limitation of Liability, Confidentiality, Governing Law, and Dispute Resolution) cannot be amended or overridden by an SOW or accepted Order unless these T&Cs expressly permit such override for that specific clause, or the SOW/Order explicitly references the specific T&Cs clause being modified and states the clear intention to override it using language such as "Notwithstanding Section [X] of the T&Cs...".

16.2 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon delivery if delivered personally, upon receipt if sent by certified or registered mail (postage prepaid, return receipt requested), upon confirmation of successful transmission if sent by reputable overnight courier service, or upon confirmation of receipt if sent by email to the addresses specified in the applicable SOW or accepted Order, or if not specified therein, to the registered address or primary business address of each Party.

16.3 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remainder of the Agreement shall continue in full force and effect. The Parties shall use their best efforts to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely reflects the original intention of the Parties.

16.4 Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. A waiver shall only be effective if it is in writing and signed by the Party granting the waiver. Any waiver shall be limited to the specific instance for which it is given.

16.5 Assignment: Neither Party may assign or transfer any of its rights or obligations under any Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; however, Adaptive Horizons may assign or transfer this Agreement and its rights and obligations hereunder, in whole or in part, to an affiliate or a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without obtaining Customer's consent.

16.6 Independent Contractors: The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties unless expressly stated otherwise in an SOW or separate partnership agreement. Neither Party has the authority to bind the other Party to any obligation or agreement.

16.7 Third-Party Beneficiaries: These T&Cs and any Agreement are for the benefit of the Parties and their respective permitted successors and assigns only and do not create any rights or obligations enforceable by any third party.

By placing an Order, receiving an Order Confirmation, or signing a Statement of Work referencing these General Terms and Conditions, you acknowledge that you have read, understood, and agree to be bound by them.