SaaS Master Service Agreement

SaaS Master Service Agreement – Enterprise package

This SaaS Master Service Agreement (“MSA” or “Agreement”) is effective as of the effective date of an applicable signed service order (“Service Order” and such date the “Effective Date”) and is by and between Neural Factory (“Service Provider”), and the customer set forth on the Service Order (a “Client”), (each a “Party” and together the “Parties”).

By using the NF Services or mutually executing one or more Service Orders forms with NF that reference this Agreement (“Order Form”), the Client agrees to be bound by this Agreement. If you don’t agree to this Agreement, do not use the NF Services.

1. Scope of MSA

The Service Provider does research and development in other natural and technical-technological sciences. As part of its business activities, the Service Provider has developed a software solution exclusively owned by the Service Provider - the Neural Factory software platform (further "Software" or "Platform"); which is a multi-agent orchestration system based on artificial intelligence. The Service Provider, through the Platform, enables the Client to create, deploy, coordinate and manage autonomous AI agents (hereinafter "Agents") that can access, process and act on the basis of the Client’s data and business applications (hereinafter "NF Services" or “Services”).

For the purpose of performing its business activities, the Client requires NF Services and other services of the Service Provider available on the Platform, as specified in any separate Service Order.

For the avoidance of doubt, any services agreed upon by the Parties under any applicable Service Order (including services related to POC, implementation, support, NF Services, and associated professional services) shall hereinafter be collectively referred to as the “Services.”

This Agreement, including any document referenced herein, establishes the terms and conditions under which Service Provider will provide Services to the Client, as described in the applicable Service Order or documentation referred to in this Agreement.

The Client hereby gives consent to Service Provider to, at our sole discretion, modify any part of this MSA at any time or update any other document referenced herein or in the Service Order; provided, however, that any such amendments shall not materially degrade the performance level of the Platform or contracted Services. Any amendments will be published to the applicable URL and will indicate the date of the last revision at the top of the page. From that date, such amendments will be effective and become legally binding to all Clients.

This Agreement shall also apply to the service testing period (hereinafter: “POC”), for which the Parties shall execute the corresponding Service Order for the trial use of the Services. During the POC, the Client shall have a limited, paid right of access to a customized demo version of the Software and a restricted scope of Services, as specified in the Service Order. All data, materials, and functionalities of the Platform and Services made available to the Client during the POC constitute confidential information and trade secrets under the exclusive ownership of the Service Provider, except for any Client Data that may be shared with the Service Provider for the purposes of conducting the POC.

In the event of conflict, the terms of this Agreement will prevail over any Service Order or any other document incorporated by reference herein, except if explicitly otherwise stated in such document, and only if this document is signed by an authorized signatory of the Service Provider.

2. Services

The Service Provider hereby grants the Client, for the duration of this Agreement, a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform and the Services solely for its internal business purposes. The Client acknowledges and agrees that this Agreement does not grant any license or ownership rights in or to the Platform. All rights in and to the Software, including all intellectual property rights, shall remain the exclusive property of the Service Provider.

The Services provided under this Agreement shall be rendered in accordance with the Service Order, which forms an integral part of this Agreement. The provisions of this Agreement shall apply to the Service Order in their entirety, unless otherwise expressly stated either herein or in the Service Order itself.

Subject to the terms of this Agreement, Service Provider will use commercially reasonable efforts to provide Client access to the Platform and the Services, in accordance with this Agreement, the Service Order and the Service Level Terms (hereinafter „SLA“), which are an integral part of this Agreement.

Service Provider will provide the Client with reasonable support services specified in detail in the Service Order, in accordance with the standard practice of the Service Provider.

As part of the registration process, the Client shall identify an administrative username and password for its account. Adding the Client’s company logo is optional. Service Provider reserves the right to refuse registration of or cancel passwords it deems inappropriate.

In order for the Client to access the Platform and Services during the POC, the Service Provider shall create a limited number of temporary access accounts with passwords for the Client, in accordance with the Service Order.

Any modifications or adjustments to the demo version of the Software, or to the functionality and scope of the agreed Services during the POC, may be subject to additional fees. If, during the POC, the Client submits a written request for such modifications, the Service Provider shall assess the revised scope of work and may provide the Client with a reasonable offer specifying the additional work and corresponding fees. The Client shall provide a written acceptance of such offer and pay for the agreed items from the offer.

The Service Provider may postpone the creation of the POC demo or the implementation of any requested POC modifications until confirmation of payment of the applicable fee by the Client has been received, as further defined in Article 3 below. The Client shall not be entitled to any compensation or damages arising from such postponement.

The Service Provider may, from time to time and at its sole discretion, make available early-stage, experimental, or pre-release features or functionalities at no additional charge (“Beta Features”). The Client may choose to access or use Beta Features at its own discretion. Beta Features are provided solely for evaluation and testing purposes, are not intended for production use, and may be subject to additional terms or limitations communicated by the Service Provider. Unless expressly stated otherwise, Beta Features do not constitute part of the Services under this MSA. Notwithstanding the foregoing, all restrictions on use, Client obligations, and provisions concerning the Service Provider’s intellectual property rights applicable to the Services shall apply equally to Beta Features. Unless otherwise communicated, access to Beta Features will terminate upon the earlier of: 1) the date on which the relevant feature or functionality becomes generally available without a beta or similar designation; or 2) discontinuation of the Beta Feature by the Service Provider. The Service Provider may modify, suspend, or discontinue Beta Features at any time, and makes no commitment that any Beta Feature will be made generally available.

3. Fees

The Client shall pay the Service Provider the applicable fees under the terms specified in the Service Order. All fees are stated in the Service Order in EUR (the “Fees”). The invoice may be issued either in EUR or in the dinar equivalent calculated according to the official middle exchange rate of the National Bank of Serbia for EUR on the date of invoicing, depending on the country in which the Client has its registered business seat. Payments shall be made by bank transfer to the Service Provider’s account in the Republic of Serbia, as indicated on the invoice. For Clients whose registered seat is outside the Republic of Serbia, all banking transfer costs, including intermediary bank fees, shall be borne solely by the Client.

The NF Service fee is established as a monthly amount.

The fee for the POC (hereinafter the “POC fee”) and the Implementation fee are both established as one-time payment fees and shall be paid in advance upon execution of the applicable Service Order.

As a rule, payment shall be made monthly, for the NF Services provided in the preceding month, unless otherwise specified in this Agreement or any applicable Service Order. If the Parties agree in a Service Order that payment shall be made in advance for a multi-month period, the total fee indicated on the invoice shall be calculated as the aggregate amount of the monthly Fees for the selected payment period.

If Client exceeds the agreed Service capacity set forth on the Service Order or otherwise requires the payment of additional fees (per the terms of this Agreement), the Client shall be billed for such usage and hereby agrees to pay the additional fees in the manner provided herein or in the Service Order.

All Fees are stated exclusive of VAT. VAT, where applicable, will be charged additionally in accordance with the tax regulations of the Service Provider’s or the Client’s country. The Fees do not include any other taxes, duties, or levies imposed by the Client’s country; such charges shall be borne by the Client.

The Client is obliged to pay the full amount of any issued invoice to the Service Provider within fifteen (15) days from the invoice date. For all unpaid amounts, the Client is considered to be in default by law and is deemed to pay the highest interest rate permitted by law, per month, plus all expenses of collection; and may result in immediate suspension of Services by the Service Provider until the outstanding amount is settled, without any obligation to compensate the Client for damages due to suspension.

The Service Provider reserves the right to modify any Fee or applicable charges and to establish new fees at any time during the term of this Agreement, provided that the Client is notified at least thirty (30) days prior to such changes (such notice may be delivered electronically). Such changes shall be deemed reasonable, in particular, in the event of changes to the prices of third-party software components that are an integral part of the Services. The Client shall have the right, in the event of disagreement with the new fees, to terminate this Agreement (and any Service Order in effect at that time) with sixty (60) days’ termination notice. During the notice period, the Service Provider shall continue to provide the Services in full accordance with this Agreement and the applicable Service Orders, and the Client shall remain obligated to pay for the Services in accordance with the Service Orders in effect at the time the termination notice is given, i.e the Client does not pay a new price for all Services provided during the notice period.

Notwithstanding the foregoing, the Service Provider shall, at the beginning of each calendar year, adjust the Fees payable by the Client under this Agreement and as outlined in the applicable Service Order, in accordance with the inflation rate published by the Statistical Office of the Republic of Serbia, provided that any such increase shall not exceed ten percent (10%) of the Fee applicable in the previous year. By executing this Agreement, the Client agrees to the foregoing and acknowledges that, in the event of such an adjustment in accordance with the inflation rate and this provision, the Parties shall not be required to execute a separate annex to this Agreement.

4. Confidentiality & data protection

In case the Parties haven’t concluded a separate NDA, the following shall apply:

Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Service Provider includes non-public information regarding features, functionality, and performance of the Service and the Software. Proprietary Information of the Client includes non-public data that the Clients upload to its knowledge base on the Platform, to enable the provision of Services (“Client Data”).

The Parties hereby agree that the aforementioned information, as well as the existence, subject matter, and content of this Agreement, shall be treated as confidential and proprietary, together with any other information that either Party may disclose to the other Party by any means in connection with this contractual relationship.

The Receiving Party undertakes to take all reasonable measures, in accordance with good business practices, to preserve the confidentiality and protect the Proprietary/Confidential Information. The Receiving Party further represents that it shall not disclose such information to any third party, except to those persons (including employees, officers, directors, external consultants, and subcontractors) who require access solely for the purpose of performing obligations under this Agreement or providing the Service. In each such case, the Receiving Party shall ensure that such persons are made aware of the confidentiality obligations and act in accordance with them.

The obligation to maintain confidentiality shall survive the termination of this Agreement, regardless of the reason for termination, provided that the Disclosing Party may, in writing, release the Receiving Party from this obligation for any information that no longer constitutes a trade secret or confidential information.

The confidentiality shall not apply to information that: 1) is already publicly available or becomes publicly available through no breach of this Agreement; or 2) must be disclosed due to legal obligations, provided that the Party owning the information is notified in advance, where possible.

In the event of a breach of the obligations under this Article 4, the Party suffering damage as a result of the disclosure of a trade secret or confidential information by the other Party shall be entitled to compensation for such damage.

Regarding applicable personal data protection laws, the Client shall be deemed the Controller, and the Service Provider shall be deemed the Processor, with respect to any Client data that can identify an individual (“Personal Data”) processed in connection with the provision of Services. All rights, obligations, and relationships of the Parties regarding personal data protection shall be governed by a separate Data Processing Agreement (DPA).

The Service Provider shall implement reasonable technical, administrative, and physical measures to protect the confidentiality, integrity, and availability of Client Data in accordance with prevailing industry standards. The Parties agree that the Service Provider may engage third parties as subprocessors for the storage and/or processing of Client Data, and that the Service Provider’s liability remains limited in accordance with this Agreement and the applicable terms of use of such third-party services.

5. Intelectual property

The Parties hereby expressly agree that the Software is, to the maximum extent permitted under the laws of the Republic of Serbia, the exclusive property of the Service Provider. The Service Provider shall own and retain all rights, title, and interest in and to (a) the Services and the Software, including any improvements or modifications thereto, including created Agents and models; (b) any software, applications, inventions, or other technologies developed in connection with the Services or the Platform; and (c) all intellectual property rights related to any of the foregoing.

During the Term of this Agreement, and thereafter, the Client shall not, in whole or in part, transfer, assign, sublicense, rent, lease, lend, grant access to, or otherwise permit third parties to use the rights acquired under this Agreement, the Software, or the Services, except with the prior express written consent of the Service Provider.

The Service Provider may assign or transfer any of its rights and obligations under this Agreement without consent.

During the Term of this Agreement, and thereafter, the Client shall not, and will not permit its affiliates or any third parties to, directly or indirectly: perform reverse engineering, decompile, disassemble, or otherwise attempt to discover the source code, object code, underlying structure, ideas, knowledge, or algorithms relevant to the Software or Services, or any documentation or data related thereto; modify, translate, or create derivative works based on the Services or Software (except to the extent explicitly permitted in writing by the Service Provider or as authorized within the Services); use the Services or Software in a time-sharing arrangement, for the benefit of third parties, or in any manner for a third party; or remove any proprietary notices or markings.

During the Term of this Agreement, the Service Provider may make revisions or enhancements to the Software and Services.

The Client specifically undertakes not to independently, or in collaboration with third parties, develop, offer, or commercialise products or services that are identical or substantially similar to the Software or Services without the prior express written consent of the Service Provider. This obligation shall remain in effect during the Term of this Agreement and for a period of two (2) years after its termination. The Service Provider agrees not to withhold such written consent without a justified reason.

The Client retains all rights and ownership of all Client Data, including any data provided by the Client to the Service Provider under this Agreement, as well as any data derived from or based on the Client Data that arises as part of the Services (“derived data”). The Service Provider is granted a limited, non-exclusive, worldwide, royalty-free right and license to host, store, backup, transmit, display, and process (use) Client Data solely for the purpose of performing its obligations under this Agreement and providing the Services, except as otherwise agreed in writing by the Parties or as provided in this Agreement. For the avoidance of doubt, all data generated by Agents based on Client Data, to the extent it constitutes personal data under relevant data protection laws, belongs exclusively to the Client. The Service Provider shall not use Client Data for training, improving, or developing AI models except where expressly agreed in writing by the Parties.

The Client agrees that the Service Provider may collect and analyze data and other information related to the provision, use, and performance of various aspects of the Services and related systems and technologies. To the extent such information includes Client Data or data derived therefrom, the Service Provider shall process such data solely in accordance with relevant data protection laws.

The Service Provider may (during the Term and after termination of this Agreement), solely in an irreversibly anonymized form and for internal business purposes: a) use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes related to the Services and services of the Service Provider; and b) disclose such data, only where reasonable technical and organizational measures are applied to prevent re-identification. No rights or licenses are granted in such data except as expressly stated herein.

The Client may, under these Terms of Service, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to the Service Provider (“Feedback”). The Client hereby assigns and agrees to assign to Service Provider all right, title and interest in and to any Feedback. Service Provider also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated by such Feedback.

6. Representations and Warranties

The Client represents, warrants, and undertakes that it will use the Software and Services only in accordance with the standard policies and licenses of the Service Provider and all applicable laws and regulations. The Client agrees to indemnify, defend, and hold harmless the Service Provider from any damages, losses, liabilities, settlements, and expenses (including, without limitation, attorneys’ fees and costs) arising from any claim or action resulting from an alleged breach of the foregoing or otherwise from the Client’s use of the Software or Services. Although the Service Provider has no obligation to monitor the Client’s use of the Software and Services, the Service Provider may do so and may prohibit any use of the Software or Services that it believes, or allegedly results in, a breach of the foregoing.

The Client is responsible for procuring and maintaining all equipment and ancillary services necessary to connect to, access, or otherwise use the Software or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, the “Equipment”). The Client is also responsible for maintaining the security of the Equipment, user accounts, passwords (including, without limitation, administrative and user passwords), and files, as well as for all use of the user account or Equipment with or without the Client’s knowledge or consent. The Client is specifically responsible for the lawful possession, correct input, and accuracy of the data required for use of the Software and Services.

By using the Platform, the Client generates content and materials based on Client’s specific input. Client acknowledges that: (a) due to the nature of generative AI, the created output may be similar to content generated for others; (b) Client is solely responsible for all use of the output, including evaluating the accuracy and appropriateness of the output; (c) neither the Platform nor any output is intended or designed to provide medical, financial, or other professional advice or recommendations without human intervention or involvement by a qualified and/or licensed professional. The Client freely, unconditionally, and irrevocably accepts and agrees that the use of results and output generated by Agents and Agents is at the Client’s sole responsibility and that it shall not, and cannot, have any claims against the Service Provider in this regard. This expressly means that the Service Provider shall not be liable for any loss, damage, or claims arising from Client Data or derived data, including inaccuracies or unauthorised use of Agents and their outputs.

This MSA limits the use of the Software and Services, as defined in the applicable Service Order, to Authorized Users. An Authorized User is a direct employee of the Client who is expressly authorized to access and use the Services solely for the Client’s internal business purposes and whose role requires such access. Contractors or third parties are not Authorized Users unless approved in writing by the Service Provider. The Client is fully responsible for all activities of its Authorized Users and for compliance with this MSA. User accounts may not be shared. The Client must accurately identify Authorized Users and maintain the confidentiality of login credentials. The Client is responsible for all activity under its account and must promptly take reasonable steps to stop any unauthorized use, cooperating with the Service Provider as necessary. Use beyond permitted limits or by unauthorized individuals constitutes a material breach. The Service Provider may suspend access, charge applicable (including retroactive) fees, and seek damages for unauthorized use.

7. Limitation of liability, indemnification

The Service Provider will use reasonable efforts, in accordance with prevailing commercial standards, to ensure the provision of the Services and access to the Software in a manner that minimises errors and interruptions, within the reasonable control of the Service Provider. Access to the Software or the provision of the Services may be temporarily unavailable due to routine maintenance or unplanned emergency maintenance, whether by the Service Provider or independent service providers, as a result of actions by third-party vendors, or for other reasons beyond the reasonable control of the Service Provider. The Service Provider will, where reasonably possible, make reasonable efforts to provide advance notice of any scheduled downtime in writing or via email. The Service Provider does not guarantee that the Services or access to the Software will be uninterrupted or error-free, nor does it provide any warranty regarding the business results that may be achieved through the use of the Services or Software.

Access to the Services and Software is provided to the Client “as is.” Any commitments regarding availability, performance, or uptime are outlined in an SLA included in the applicable Service Order, applying to Enterprise Clients. Notwithstanding the SLA, all limitations of liability, disclaimers, and indemnification provisions outlined in this Agreement remain in full force and effect.

In addition to the foregoing, the Service Provider and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or to the Client or any third party, under any legal theory, for: a) loss or inaccuracy or corruption of data or cost of procurement of replacement goods, services or technology or loss of business (including lost profits); b) any indirect, consequential, incidental, punitive, or special damages; c) any circumstances beyond the Service Provider’s reasonable control, including failures, interruptions, or errors caused by third-party vendors.

In any event, the Service Provider’s liability shall be limited to the amount of fees paid by the Client to the Service Provider for the relevant Services during the three (3) months preceding the event giving rise to liability, regardless of whether the Service Provider was aware of the possibility of such damages.

Nothing in this Agreement excludes or limits liability for damages caused by intentional acts or gross negligence, nor does it exclude or limit liability that cannot be excluded or limited under applicable law.

Beta Features are provided “as is” and “as available,” without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by applicable law, the Service Provider disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or availability, with respect to Beta Features. To the extent permitted by applicable law, the Service Provider shall have no indemnification obligations and no liability of any kind arising out of or in connection with the Client’s use of Beta Features. The Client remains fully responsible for its use of Beta Features and shall be liable for any damages arising from use of Beta Features; breach of this MSA; or any indemnification obligations applicable under this MSA.

Client may enable integrations between the Services and third-party products, applications, and services (collectively, “Third Party Products”). Clients’ use of such Third Party Products will be subject to the privacy policies and terms and conditions of such third-party providers. Client acknowledges and agrees that Service Provider makes no representations, warranties or covenants regarding such Third Party Products. Client hereby waives any claim against Service Provider with respect to Client’s enablement of, access to or use of such Third Party Products in connection with the Services.

8. Term and Termination

This Agreement is concluded for the Initial Service Term as specified in the Service Order and shall be automatically renewed for additional periods (“extension period”) of the same duration as the Initial Service Term (collectively, the “Term”), unless either Party provides the other Party with written notice of its intention not to extend the Agreement, at least thirty (30) days before the end of the current Term.

Either Party may terminate this Agreement during the Term, without cause, by delivering a written notice to the other Party, with a sixty (60) day notice period.

In addition to any other legal remedies available, in the event of a breach of contractual obligations, the non-breaching Party shall issue a written warning to the breaching Party and provide a reasonable period to cure the breach. If the breaching Party fails to remedy the breach within the specified period, the non-breaching Party shall have the right to terminate this Agreement immediately, without any further notice period.

The Service Provider may terminate this Agreement without notice in case of non-payment.

The Client is obliged to pay in full for the Services rendered, including the last day on which the Services are provided.

In case the Client received a discount by paying the Fees in advance, and this Agreement is terminate before the end of the period for which the Fee was paid, the Client shall be entitled to a refund as follows: the Service Provider shall deduct from the advance payment an amount equal to the monthly Fee multiplied by the number of months in which the Services were provided, and the remaining balance, representing the difference between the advance fee paid and the calculated total of the monthly Fees, shall be refunded to the Client. By doing so, it is further considered that the Service Provider has no outstanding obligations toward the Client, and the Client shall not seek any additional amounts from the Service Provider in court or any other proceedings, whether for contract termination, damages due to termination, or unjust enrichment.

The Parties are obliged to fulfil all contractual obligations up to the effective date of termination of this Agreement (whether by termination or upon expiry of the agreed Term).

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9. Non-solicitation

The Parties agree that, during the term of this Agreement (whether the Initial Term or any Extension Term) and for a period of two (2) years following its termination, neither Party shall, without the prior written consent of the other Party, directly or indirectly hire, engage, or solicit, for a fixed or indefinite term, any employee or other person engaged by the other Party, nor shall they induce or encourage such persons to terminate their employment or engagement with the other Party, or interfere in any way with the relationship between such persons and the other Party.

For the purposes of this clause, “engagement” means an offer of employment or any other form of work, other than an employment relationship.

“Indirect engagement” means an offer of employment or other work, other than an employment relationship, made by a person affiliated with the Parties under applicable business entities law.

In the event of a breach of this clause, the Party that violated this obligation shall be liable to compensate the other Party for damages. The compensation shall be equal to: a) in the case of an employee, the total gross salary of the affected employee for a period of 2 years; or b) in the case of a non-employee personnel (e.g., contractor, consultant, freelancer), an amount reasonably equivalent to the fees or remuneration paid to such person by the other Party during the 2 years preceding the breach, or another reasonable measure of economic loss suffered by the other Party as a result of the engagement.

10. Force Majeure

Except for payment obligations, in the event either Party shall be delayed or hindered in or prevented from the performance of any act required hereunder by reasons of strike, lockouts, labor troubles, inability to procure materials or services, failure of power or restrictive government or judicial orders, or decrees, riots, insurrection, war, inclement weather, sickness due to Covid 19 (or similar illnesses) or other reason or cause beyond that party’s control, then performance of such act (except for the payment of money owed) shall be excused for the period of such delay.

11. Miscellaneous

If any provision of this Agreement or any part of any provision (the “Offending Provision”) is declared or becomes unenforceable, invalid or illegal for any reason, that provision will be limited or eliminated to the minimum extent necessary so the remainder of this Agreement remains in full force and effect as if this Agreement.

This Agreement shall be binding upon and inure to the benefit of Client and Service Provider and their respective successors. This Agreement is not assignable, transferable or sublicensable by Client except with the prior written consent of the Service Provider. The Service Provider may transfer and assign any of its rights and obligations under this Agreement without consent.

For the purpose of this Agreement, the Parties hereto are independent contractors, and nothing contained in this Agreement or any related Service Order shall be construed to place them in the relationship of partners, principal and agent, employer/employee or joint venture partners. The Client shall not have the power or right to bind or obligate the Service Provider in any respect whatsoever, nor shall it hold itself out as having such authority.

This Agreement, together with any applicable Service Order, contains the entire understanding of the Parties with respect to the subject matter herein, and supersedes all previous agreements (oral and written), negotiations and discussions. Any modifications to the provisions herein must be in writing and signed by the Parties.

Service Provider’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.

Notwithstanding any restrictions contained in this Agreement, the Client hereby expressly grants the Service Provider a non-exclusive, royalty-free right to use the Client’s name and logo in general marketing materials, including, but not limited to, websites, promotional materials, and client lists, provided that the Service Provider complies with any branding rules or guidelines the Client may have. Any reference to or highlighting of specific projects, results, or statements of the Client shall only be permitted with the Client’s prior written consent. Nothing in this clause shall be construed as authorising the disclosure of the Client’s confidential or proprietary information.

Communication between the Parties shall be conducted orally and in writing (including electronically). Any written notice shall be deemed delivered and received on the date it is sent by registered mail. In the case of electronic communication, a notice shall be deemed received on the date and at the time it is sent.

This Agreement shall be governed by and construed in accordance with Serbian law. Serbian Contracts and Torts Act shall apply to all issues not explicitly settled under this Agreement.

The Parties undertake to attempt to resolve any disputes arising out of or in connection with this Agreement amicably. If an amicable resolution is not possible within ninety (90) days, all disputes arising out of or in connection with this Agreement shall be finally resolved by arbitration conducted in accordance with the Rules of the Permanent Arbitration Court at the Serbian Chamber of Commerce. The dispute shall be resolved by a sole arbitrator. The seat of arbitration shall be Belgrade. The language of the arbitration proceedings shall be Serbian. The governing substantive law shall be the law of the Republic of Serbia.

In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.