General terms and conditions

General terms and conditions

TERMS OF BUSINESS

THE PRESENT TERMS OF BUSINESS (HEREINAFTER REFERRED TO AS THE “TERMS”) SET OUT UNIFORM RULES, PROCEDURES AND PRINCIPLES, UNCONDITIONALLY APPLICABLE TO LEGAL RELATIONS ARISING IN CONNECTION WITH IMPLEMENTATION OF ANY ARRANGEMENTS, AGREEMENTS AND CONTRACTS CONCLUDED BY TEXEL LLC (HEREINAFTER REFERRED TO AS THE “AGREEMENTS” AND “TEXEL”, RESPECTIVELY). THESE TERMS ARE AN INTEGRAL PART OF SUCH AGREEMENTS. IF ANY DISCREPANCY BETWEEN THE TERMS AND/OR PROVISIONS SET FORTH IN THE “AGREEMENT” AND THE “TERMS”, THE TERMS OF THE AGREEMENT SHALL PREVAIL.FOR AVOIDANCE OF ANY DOUBT, PROVISIONS OF THE TERMS THAT DO NOT RELATE TO THE SUBJECT MATTER OF THE AGREEMENT SIGNED BETWEEN THE PARTIES DO NOT APPLY TO THE PARTIES.

1. TERMS AND DEFINITIONS

  • 1.1. Unless otherwise explicitly follows from the text, the below terms will have the below stated meanings applicable to all legal relations, arising due to performance of the Agreements and the present Terms.
    “Contractor”, “Seller”, “Licensor” or “Texel” – Limited company “Texel”, Northcliffe House, Young St, London W8 5EH, United Kingdom.

    “Buyer”, “Licensee” or “Client” – depending on the context, the counterparty of Texel under the related Agreement including companies that are final purchasers of the System.

    “Carrier” – a transportation company, ensuring delivery of the System.

    “Party” or “Parties” – Texel, the Buyer and other counterparties, if any, having signed
    Agreements with Texel, including companies that are final purchasers of the System.

    “System”, “Goods” – hardware and software system for 3D – scanning of people, as well as large
    objects, with computer-aided 3D modeling and their visualization.

    “Software” – software for ECM, comprising executable and non-executable modules, including Texel AutoScan, Texel Sync, Texel Studio and/or Texel Cloud modules, a collection of data and commands, presented in physical form, meant for operation of ECM and other computer devices for the purpose of colored 3D-scanning of large-size objects with computer-aided 3D-modelling and their visualization.

    “Works” – the below set of works and services, rendered by Texel, once agreed upon in the Agreement:

    • System assembly;
    • System setup;
    • starting-up and adjustment, approval test and commissioning of the System and the Software;
    • training on operating principles and operation rules of the System and the Software;
    • Training on technical concept of operation of the System and the Software, prevention measures, repair, maintenance and rendering technical support to the end users of the System.

    “Electronic 3D-model” − a three-dimensional electronic geometrical model, represented by a spatial composition of entities, such as points, segments, curves, surfaces, images, defining a shape in space so that together they convey fully physiological and biological properties of the scanned person, including his height, body measurements, appearance (hairstyle, facial features, facial expressions, shades and textures of clothing, etc.) or an object.

  • 1.2. The Parties interpret the rest of the terms and definitions, present in the text of the Agreements and the present Terms, pursuant to the legislation of the United Kingdom in force.
  • 1.3. Titles of headings (Clauses) of the Agreements and the present Terms are solely intended for convenience of use of the text and have no literal legal affect.
  • 1.4. The present Terms are done in English.

2. AFTER-SALES COMMITMENT OF TEXEL, INTENDED USE OF THE SYSTEM AND THE SOFTWARE

  • 2.1. Warranty period for the System is 1 (one) the year and starts from the date of acceptance of the System by the Buyer. During the entire warranty period, the Seller guarantees the Buyer free warranty repair if any defects found in the System due to faulty manufacture of the System or its components. The warranty does not apply to cases when the Buyer:
    • 2.1.1. Uses the software, different to the software, provided by the Seller;
    • 2.1.2. Breaks the rules of installation, connection or operation of the System, provided by the
      Seller;
    • 2.1.3. Uses non-original spare parts;
    • 2.1.4. Allowed mechanic or electrical damage to the System;
    • 2.1.5. Allowed a foreign body enter the System, causing its damage;
    • 2.1.6. Used poor-quality, faulty or non-standard removable data storage media;
    • 2.1.7. Tried to get fixed the System on his own or addressed the third parties for the said purpose.
  • 2.2. The Buyer is liable to bring to the attention of the end users of the System the following use policy of the System (hereinafter the “Scanner” means the part of the System, ensuring colored 3D-scanning with computer-aided 3D-modelling, and the “Terminal” is the part of the System, ensuring recording and/or visualization of the developed 3D-models). The Buyer is liable for the arrival of adverse effects in the event of violation of the present rules.
  • 2.3. The following cannot be the objects for which 3D-scanning is performed:
    • Persons with hidden part of the face or their heads down;
    • Persons more than one for one scan job;
    • Objects containing transparent items;
    • Objects containing mirrored item;
    • Objects containing moving item;
    • Objects containing item of value for 3D-scanning purposes, which dimensions do not exceed 30 mm by length, width or height.
  • 2.4. When using the System, the end user and the scanned object under his responsibility, in no event shall:
    • Touch the moving parts of the Scanner;
    • Step on the crossbeam of the Scanner frame;
    • Stay in the Scanner or near the Terminal in a state of alcoholic, narcotic, toxic intoxication;
    • Stay in the Scanner or near the Terminal in the state of psychic or mental disorder;
    • Stay in the Scanner or near the Terminal suffering from physical, psychological or mental
      illnesses, causing an attack, stroke, uncontrolled behavior;
    • Stay in the Scanner or near the Terminal on roller-skates, skateboard, jolly jumpers, stilts or other devices, preventing steady position;
    • Jump or make sudden movements in the Scanner;
    • Take any posture during scanning that complicates steady standing during the whole scan job;
    • Place and leave objects in the Scanner unsecured;
    • Place and leave objects with unsecured components in the Scanner;
    • Smoke in the Scanner or near the Terminal;
    • Stay in the Scanner or near the Terminal in dirty clothes;
    • Stain or otherwise spoil the appearance of the Scanner and the Terminal;
    • Leave minors and/or disabled in the Scanner unattended;
    • Stand on the lower pedestal of the Scanner during scanning;
    • Prevent Scanner rotation while scanning;
    • Touch the cables;
    • Close the chambers and light sources;
    • Close air-vents;
    • Otherwise prevent operation of the Scanner or the Terminal;
    • Cause damage to the Scanner or the Terminal;
    • At any time other than the scan time, stay in the Scanner working area or closer than 0.5 meters to it.
  • 2.5. The Seller does not guarantee that the Software and the System meet the requirements and expectations of the Buyer, not agreed in the present Terms or in the Agreement, the Buyer bears the risk of using the Software and the System.
  • 2.6. The Seller disclaims responsibility for due performance of the Software and the System in case the Buyer performs independently its configuration, debugging, integration with his products without involving the Seller to perform the Works or using no Software of the Seller.
  • 2.7. The Buyer is liable to use the Software pursuant to the stipulations of section 14 herein.
  • 2.8. The Buyer guarantees compliance with the intellectual rights of third parties when using the Software and guarantees existence of legal grounds for using the results of intellectua activity and means of individualization in the software, the rights to which belong to third parties or to the Buyer himself.
  • 2.9. The Buyer guarantees compliance with the portrait rights of the third parties when using the Software and guarantees existence of legal grounds for use of personal images in the Software.
  • 2.10. The Software shall not be used to place and use the materials, containing:
    • 2.10.1. Obscene or abusive words or phrases, pornographic images and texts or scenes of a sexual nature involving minors;
    • 2.10.2. Threats or calls for violence against any persons, commission of illegal actions, violation of the law;
    • 2.10.3. Materials in any form containing propaganda of violence, cruelty, calls to incite racial, ethnic or interreligious hatred, as well as links to such materials;
    • 2.10.4. Nazi attributes or symbols;
    • 2.10.5. Propaganda of criminal activity, guidelines for commission of illegal actions;
    • 2.10.6. Instructions for committing suicide;
    • 2.10.7. Materials that offend, discredit, disgrace dignity or goodwill or violate privacy of third parties;
    • 2.10.8. Results of intellectual activity and other materials, violating the property and/or personal non-property rights of third parties;
    • 2.10.9. Other materials, banned by the legislation in force;
  • 2.11. The Buyer is liable to provide Software access to the Internet for backup software, uploading data, including 3D scanning results, to hosting, sending the results to end users, preparing and processing data at the Buyer’s requests carried out with the Software interfaces;
  • 2.12. The Buyer does not report on the Software use.

3. EXEMPTION CLAUSES AND LIABILITY FOR DELAYED LIABILITIES

  • 3.1. The Parties shall not be held liable if their failure to fulfill their obligations under the present Terms and Agreements was due to the circumstances of force majeure (force majeure). Such circumstances include, but are not limited to, natural disasters, fires, epidemics and pandemics, man-made disasters, declaration of war or civil unrest, as well as acts and decisions of state or municipal authorities of a prohibitive origin (including sanctions) that directly prohibit or significantly complicate performance of obligations under the present Terms and Agreements by the Parties.
  • 3.2. The Party is of right to refer to circumstances, set out in clause 3.1, just in case it could not foresee their arrival with the due degree of prudence and caution, business entities should commonly adhere to.
  • 3.3. The Party shall notify the other party of the occurrence of force majeure circumstances within no more than 3 (three) days, and subsequently, submit the original document, confirming the occurrence of such circumstances, issued by the authorized body of the country of its jurisdiction, except in cases of adoption of acts and decisions by the state bodies, within 30 (thirty) days.
  • 3.4. Force majeure circumstances include as well those directly impacting performance of obligations under the present Terms and Agreements:
    • interruption of communication links and failure of server infrastructure at the level of backbone links, data exchange centers, computing centers, as well as communication lines of regional and local significance;
    • failures and difficulties in operation of the global Internet network or its individual segments, disruption of addressing systems (DNS), etc.;
    • unauthorized actions of third parties, aimed at causing any kind of damage to any of the Parties, carried out by means of electronic software and/or hardware or their combinations, namely the intentional actions to disrupt or overload communicating channels of the Parties, operability of their server infrastructure, unauthorized access to the software systems operation and access to confidential information (hacking, DDOS attacks, malware distribution, defeat of software and hardware, etc.).
  • 3.5. The event of occurrence of circumstances set out in clause 3.3 of the present Terms is acknowledged by the verdict of the relevant authorized organizations -regulators of the global Internet network or its segments, as well as operators of relevant addressing systems and servers, communication clinks, data exchange centers, computing centers or expert organizations, dealing with operation of the Internet and network security or an act of an authorized state or municipal authority.
  • 3.6. If errors are detected when using the Software, Texel takes actions to correct them as soon as possible, but does not guarantee smooth operation of the Software and valid installation of additional components, as well as new versions (updates). The Parties agree that exact determination of the error remedial period cannot be stipulated, since the Software interacts tightly with other programs for third party ECM, the operating system and hardware resources of the Buyer, and operability and troubleshooting time do not fully depend on Texel only.
  • 3.7. Texel is not liable to the Buyer or third parties for any damage or losses, any loss of income, profits, information or savings, related to the use or loss of use of the Software or the System, including that in the case of prior notification on behalf of the Buyer of the possibility of such damage, or for any third party claim.
  • 3.8. Payment is done by bank transfer of funds to the Seller’s settlement account. The Buyer’s liability to pay invoices is deemed carried out at receipt of funds payable under the relevant agreement to the correspondent account of the recipient bank.
  • 3.9. The Parties agreed the following liability for delay in fulfilling obligations.
    • 3.9.1. Subject the Seller violates System delivery term/ term to grant the right to the Software/performance time/ service provision period, the Buyer is of right to request the Seller pay the forfeit in the amount of 0,01% (one hundredth of a percent) of the Agreement Price for each day of delay, up to a maximum of 30 (thirty) days.
    • 3.9.2. Subject the Buyer violates the due date of any monetary obligation, the Seller is of right to request the Buyer pay the forfeit in the amount of 0,01% (one hundredth of a percent) of unpaid amount for each day of delay, up to a maximum of 30 (thirty) days.
    • 3.9.3. Subject the Buyer violates the payment due date, the Seller is of right to block access to the Software, provided by the Seller, deactivate its separate functions inclusively. Herewith the Seller undertakes to give access to the full release version of the Software within 3 (three) working days after the Buyer repays the debt in full.
    • 3.9.4. The Seller is of right to assign rights and delegate obligations, for all accrued obligations inclusively. The Buyer hereby gives his consent to the assignment of rights and transfer of debt to any third parties.
    • 3.9.5. In case the terms of the Agreement make provision for prepayment of the license fee, the Seller has the right not to provide access to the Software and, the right to use it respectively, until the Buyer pays such fee pursuant to the terms of the Agreement.

4. AUDIT RIGHTS

  • 4.1. The Seller is of right to audit the Buyer and the use of the System and/or the Software by end users (including use of credentials for access by authorized users) in compliance with the provisions of the present Terms and the Agreement. Such audit is carried out during working hours and in such a way as not to exercise a significant influence on the Buyer or business operations of the end user. The Buyer is liable to provide the Seller or his representatives with access to the place of use of the System and/or the Software, as well as to submit a list of employees and accounts related to these Terms and Agreement, and is liable to take reasonable steps to provide access.
  • 4.2. Subject the audit makes it clear that the access credentials were granted to persons, being unauthorized users, the Seller has the right, without prejudice to other users of the Buyer, to disable such accounts and stop issuing new accounts.

    • 5. DISPUTE SETTLEMENT

  • 5.1. The Parties will seek to settle all disputes, disagreements and claims that may arise out of execution, termination or invalidation of the Agreement, through negotiations. The Party, having claims and/or disagreements, addresses the other Party with a message as prescribed by the present Terms, stating the existing claims and/or disagreements. The message shall contain the essence of the asserted claim and the grounds, supporting the claim.
  • 5.2. Within 5 (five) working days from the date of receipt of the specified message, the Party having received it is liable to send a reply to this message through similar procedure.
  • 5.3. Subject the Party sending the message does not receive the reply to the message within 10 (ten) working days from the date of addressing the relevant message, or in case the Parties fail to come to agreement on the claims and/or disagreements occurred, the dispute shall be submitted to the Arbitration Court of the city of Moscow

6. NOTIFICATIONS AND COMMUNICATIONS

  • 6.1. The Parties acknowledge that legally valid notifications sent from the e-mail addresses stipulated in the Agreement, are deemed sent and signed by a simple electronic signature of the Parties, except in cases where the opposite is not explicitly stated in such letters. Signature is verified by comparing the information about the recipient’s e-mail address, which is displayed in the mail program, with information about the e-mail addresses used by the Parties, set out in the Agreement.
  • 6.2. Except as otherwise explicitly provided for in the present Terms, Agreements and the legislation of the United Kingdom in force, all notices, messages and documents within performance of obligations by the Parties, arising from the present Terms and Agreements, shall be sent and deemed received by the Parties, once sent by e-mail from the agreed address of one of the Parties to the address of the other one.
  • 6.3. The Parties undertake to ensure confidentiality of data and information, necessary to access e-mails of authorized persons, not to allow the use of such e-mail without consent of the proper Party, notify the second Party in case there are grounds for the first Party to believe that confidentiality of data and information, necessary to access the e-mail of the first Party, is violated, and, in this latter case, not to use such e-mail and determine other authorized addresses. The Parties determine on their own the procedure of restricting access to information, necessary for access to e-mails of authorized persons. Before receipt of information from the other Party about abuse of the confidentiality restrictions, all actions and documents, done and sent from the authorized address of the Party, even if such actions and documents were done and sent by other persons, but from an authorized address, are deemed committed and sent by the Party of the relevant authorized address. In this case, rights and liabilities, as well as responsibility, arise for such Party.
  • 6.4. The Parties treat the scanned copies and photocopies of the Agreement, signed by the Parties, and all documents, being integral parts of the Agreement, as the originals of such documents.
  • 6.5. Each Party undertakes to notify the other Party in writing about changes in its address, e-mail address and/or bank details no later than 15 (fifteen) calendar days after the date of changes.
  • 6.6. The Parties acknowledge that documents in electronic form received through electronic or other communication, including via the Internet, electronic messages as well, may be used by the Parties as primary accounting documents and written evidence, subject to compliance with the terms of this section of the Agreement.
  • 6.7. The Parties acknowledge relevant legal force of the primary accounting documents, done in compliance with the present section.

7. TECHNICAL SUPPORT

  • 7.1. Terms of the present section apply in case technical support services are agreed upon in the Agreement.
  • 7.2. The Seller shall provide the Buyer with the help desk number and e-mail address and/or website address to which the Buyer shall send all requests regarding technical support. Such help desk and e-mail address will operate during business hours (from 10-00 to 19-00) according to the time zone of Moscow.
  • 7.3. The Seller undertakes to use all commercially reasonable efforts to process support requests, pinpoint the problem and respond to the Buyer’s requests. The Seller’s call center support will strive to respond to all requests from the Buyer’s representatives within the agreed timeframes, depending on the incident severity.
  • 7.4. Technical support services do not include provision of support for malfunctions, faults or problems, related to any of the following circumstances: (i) errors or failures in execution in the Buyer’s hardware or operating systems; (ii) failure of Internet connections; (iii) errors of the solution operator; (iv) provision of wrong information by the Buyer or the Buyer’s failure to provide the Seller with materials, corresponding the required format, which are reasonably required or should be provided by the Buyer; (v) power failures; (VI) malicious interference of any third party; or (VII) questions on operation of the System and the Software, covered by the user manual.
  • 7.5. Subject the Seller undertakes to render any support services that qualify for the exception in the previous clause, the Seller is of the right to charge additional fee pursuant to the internal price list, depending on the time and effort spent, if the Buyer agrees any such fee in advance in writing.
  • 7.6. “Accessible” means that authorized users can access and use system functionality efficiently and in compliance with the applicable conditions, and “Accessibility” shall be interpreted as follows. Accessibility does not include service and emergencies, malfunctions caused by the Buyer or third parties, as well as outages or failures, related to force majeure completely or in part.

8. ANTI-CORRUPTION CLAUSE

  • 8.1. In the performance of their duties, the Parties undertake to comply and ensure compliance of their staff with the requirements of the United Kingdom anti-corruption laws, as well as not no commit corruption offences, stipulated by the legislation of the United Kingdom.
  • 8.2. Corruption offenses include, directly or indirectly, personally or through intermediaries, offering, promising, receiving/giving bribes, commercial bribery, providing/receiving benefits in form of money, valuables, other property or monetized services, other property rights, non-monetary benefits by any persons and on behalf of any persons, including representatives of state authorities, municipal bodies, commercial and non-profit organizations, foreign officials, bodies and organizations, to influence their decisions, actions/omissions for the purpose of obtaining or preserving any unfair preferences or other inappropriate ends for oneself, for business or for third parties (hereinafter referred to as “Corruption Offenses”).
  • 8.3. Subject the Party has reasonable belief that a Corruption Offense has occurred or may occur (upon receiving information about initiation of criminal case against an employee (s) of another Party related to commission of corruption-related crime or other reliable information about the Corruption offense), such Party undertakes to notify the other Party in writing with indication of the relevant facts (hereinafter — the “Notification”) and is of right not to fulfill obligations under the present Terms and Agreements until receipt of confirmation from the other Party that the Corruption offense has not occurred or cannot occur. The other Party shall provide the specified confirmation within 10 (ten) business days from the date of Notification receipt.
  • 8.4. Upon receipt of reliable information about commission of a Corruption Offense and subject to compliance with provisions of the present article, the Parties are of right to abandon performance of the present Terms and Agreements unilaterally in whole or in part by sending a relevant written notification to the other Party, having committed a Corruption Offense, as well as to request from the Party, having committed a Corruption Offense, compensation of losses, caused by termination of the Agreement.

9. COPYRIGHTS AND TRADE MARKS

  • 9.1. The Software is the result of intellectual activity and the subject of Texel copyrights, and it contains components copyrighted by other persons.
  • 9.2. The Software functionality and its source codes (their parts included) are commercial secret of Texel. Any use of them or use of the Software in contravention of provisions of the present Terms and Agreements is deemed violation of Texel’s rights and is a valid cause for depriving the Buyer of rights granted under the present Terms and Agreements and the Seller’s repudiation of the Agreement.
  • 9.3. Texel guarantees that it has all necessary rights to provide the Software to the Buyer, including documentation for the Software.
  • 9.4. The present Terms and Agreements do not grant the Buyer any rights to use the trademarks and service marks of Texel and/or its partners, except for publication of such objects, included
    in the received Software, when used as intended.
  • 9.5. The Buyer may not delete or change layout of information and data on copyrights, rights to trademarks or patents specified in the Software.
  • 9.6. Subject the Buyer uses the results of intellectual activity and means of individualization in the Software, the rights to which belong to the Buyer or third parties, the Buyer grants Texel the right to use such results of intellectual activity and means of individualization for purposes to the extent required for exercising functions of the Software.

10. CONFIDENTIALITY

  • 10.1. The Buyer agrees that in order to render technical support services, monitor operability of the System and the Software, collect and process statistical data, SMS information, etc.,
    Texel may use the tools of third parties and transmit data to them, having responsibility for actions/inaction of such third parties as for its own ones.
  • 10.2. The Parties guarantee each other absolute confidentiality of information about activities, technological secrets and financial position of the other Party, obtained in the course of performance of obligations.
  • 10.3. The Parties agreed that information regarding the existence of the Agreement is not confidential only and can be used for publications in the media and on the web pages of the Parties along with the logos of the Parties. These publications cannot impose additional liabilities on the Parties.
  • 10.4. Confidentiality provisions shall be followed at all times during the subsistence of the relevant Agreement, as well as for the next five years from the date of its expiration or termination of the Agreement, regardless of the reasons for Agreement termination.
  • 10.5. The Parties ensure processing of the received personal data pursuant to the legislation in force.

11. PERSONAL DATA PROCESSING

  • 11.1. The Parties are of right to arrange and (or) process personal data, as well as to determine the purposes of personal data processing, the scope of personal data to be processed,
    actions (operations) performed with personal data.
  • 11.2. The Parties acknowledge that they are independent operators in regard of the personal data.
  • 11.3. The Parties represent and warrant that processing (including transfer) of personal data is allowed only if there is a permitted cause legislatively prescribed, allowing processing of personal data. Texel acknowledges that it does not use the data set out in clause 11.5.6 for the purposes of personal identification.
  • 11.4. The Buyer undertakes not to make changes that contradict the present Terms and Agreements, in the text of the following Texel documents:
    • 11.4.1. Use agreement;
    • 11.4.2. Personal data processing policy;
    • 11.4.3. Consent to personal data processing.
    • 11.5. The Buyer undertakes to ensure eligibility of transfer of the following personal data, obtained using the System, to Texel:
      • 11.5.1. surname,
      • 11.5.2. name,
      • 11.5.3. patronymic,
      • 11.5.4. e-mail address,
      • 11.5.5. phone number,
      • 11.5.6. electronic 3D-model
  • 11.6. The Buyer transfers to Texel the personal data set out in clauses 11.5.1-11.5.6 for processing for the following purposes:
    • 11.6.1. Execution of agreements, signed with the personal data subjects;
    • 11.6.2. Communication with the personal data subjects when necessary for sending notifications, information and requests, as well as processing applications, requests and applications of the
      personal data subjects;
    • 11.6.3. Promotion of services on the market through direct contacts with the personal data subjects;
    • 11.6.4. Conducting statistical and other research based on depersonalized personal data.
  • 11.7. The Buyer transfers to Texel the personal data, set out in clause 11.5.6, for processing for the following purposes:
    • 11.7.1. Execution of agreements, signed with the personal data subjects;
    • 11.7.2. Machine learning of statistical algorithms, development and expansion of neural network and artificial intelligence technologies based on personal data;
    • 11.7.3. Development and expansion of technologies for the analysis of biological and physiological properties of personal data subjects, including their height, body measurements,
      appearance, use of such technologies for creation and dissemination of new information, products, technical solutions and other developments intended for design, selection and manufacture of clothing, accessories and other items of individual use;
    • 11.7.4. Creation and dissemination of technologies for the analysis of biological and physiological properties of personal data subjects, use of such technologies for creation and dissemination of new information, products, technical solutions and other developments designed to provide medical care;
    • 11.7.5. Creation and expansion of augmented reality, virtual reality, mixed reality, telepresence technologies;
    • 11.7.6. Conducting statistical and other research based on depersonalized personal data.
  • 11.8. Texel is of right to perform actions with personal data received from the Buyer as set out by the legislation of the United Kingdom to the extent necessary to achieve the relevant
    goal.
  • 11.9. Texel is liable to terminate or ensure termination of processing of the personal data received from the Buyer upon objective fulfillment, set out herein and in case of no further
    need to achieve these goals, as well as in case of revocation of the consent of the subject of personal data and the inability to ensure legality of processing.
  • 11.10. The Buyer is liable to inform Texel with reasonable expediency about the circumstances necessitating termination or ensure termination of personal data processing.
  • 11.11. The Parties represent and warrant confidentiality and safety of the transferred data. The Parties take necessary legal, organizational and technical measures or ensure their adoption to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, dissemination of personal data, as well as from other illegal actions with respect to personal data. The Parties also assure that they perform other actions aimed at ensuring protection of personal data, their lawful processing, and fulfillment of obligations under the law. In reasonable term from the date of receipt of the relevant request from Texel, the Buyer provides Texel with acknowledgement of the fact of obtaining consent of
    personal data subjects to transfer their personal data for the purposes set out by the Annex.
  • 11.12. In order to render supplementary services, if any set out in the Agreements, the Buyer signed with Texel, the Buyer, with consent of the personal data subject, entrusts Texel with processing of personal data, processing of which is necessary for the purposes of rendering supplementary services.
  • 11.13. Under instruction of the Buyer, set out in clause 11.12 of the present Terms, Texel:
    • 11.13.1. Collects, records, systematizes, accumulates, stores, clarifies (updates, changes), extracts, uses, transfers, transfers internationally, depersonalizes, blocks, deletes, destructs
      personal data with or without automation tools.
    • 11.13.2. Undertakes to keep confidentiality of the processed personal data and ensure security of personal data during processing. When processing personal data, Texel is liable to take necessary legal, organizational and technical measures or ensure their adoption to protect personal data from unauthorized or accidental access to them, destruction, modification, blocking, copying, provision, distribution of personal data, as well as from other illegal actions in regard of the personal data.
    • 11.13.3. Ensures safety of personal data through:
      • 11.13.3.1. Identification of security threats while their processing in the personal data information systems;
      • 11.13.3.2. Implementation of organizational and technical measures to ensure security of personal data during their processing in personal data information systems, required to comply with the requirements for personal data protection, implementation of which ensures the levels of personal data protection set out by the Government of the United Kingdom;
      • 11.13.3.3. Use of information security tools undergone the compliance assessment procedure as appropriate;
      • 11.13.3.4. Efficiency assessment of measures taken to ensure security of personal data prior to commissioning of the personal data information system;
      • 11.13.3.5. Accounting of computer-based personal data storage media;
      • 11.13.3.6. Detection of unauthorized access to personal data and taking measures;
      • 11.13.3.7. Recovery of personal data modified or destroyed due to unauthorized access to them.
      • 11.13.3.8. Regulation of access to personal data processed in the personal data information system, as well as ensuring registration and accounting of all actions performed with personal data in the personal data information system;
      • 11.13.3.9. Control over measures taken to ensure security of personal data and the protection level of personal data information systems.

12. PROVISIONS IN REGARD TO THE SYSTEM SUPPLY AGREEMENT

  • 12.1. Liabilities of the Seller:
    • 12.1.1. transfer the System, the shipping documents, as well as documents necessary for proper installation, connection and operation of the System to the Buyer within the period set out in
      the Agreement, and subject the Buyer fulfills obligation to pay an advance payment for the System;
    • 12.1.2. obtain an export license at its own expense and risk and perform all customs formalities to export the System;
    • 12.1.3. bear all risks of loss or damage to the System as per the selected delivery condition;
    • 12.1.4. pay at his own expense the costs related to packaging, fumigation, necessary for transportation of the System, if any are envisaged in this branch of trade, package should have the relevant labelling.
  • 12.2. Liabilities of the Buyer:
    • 12.2.1. obtain any import license or other official certificate at its own expense and risk, as well as perform all customs formalities to import the System;
    • 12.2.2. bear all risks of loss or damage to the System as per the selected delivery condition;
    • 12.2.3. bear all costs of unloading the System from the arriving vehicle at the agreed destination;
    • 12.2.4. bear all costs related to the System from the date of delivery of the System, as well as extra costs incurred by the Seller in case the Buyer failed to fulfill its obligations;
    • 12.2.5. address the Seller with notification on System acceptance.
  • 12.3. System acceptance:
    • 12.3.1. Upon delivery of the System, the Buyer is liable to inspect and accept the System, where after the Seller and the Buyer sign the acceptance certificate for the System. In case of the System non-compliance with the Agreement or identification of deficiencies in the System, the Buyer shall immediately inform the Seller about this and make the relevant entry in the acceptance certificate.
    • 12.3.2. Upon release of the System, the Seller signs the acceptance certificate for the System, аs well as the shipping documents, provided to the Seller by the Carrier (transportation company).
    • 12.3.3. At acceptance of the System from the Carrier, the Buyer is liable to check compliance of the System with the information, set out in the Delivery note and the shipping documents, as well as to accept this System from the Carrier pursuant to the rules under the law of the United Kingdom, in particular, the Buyer is liable to check safety of the System, package integrity, number of packed (boxed) places and sign the delivery note and the shipping documents.
    • 12.3.4. The Buyer is liable to inspect the System within 5 (five) working days after acceptance from the Carrier, check its quality and make relevant entry in the acceptance certificate on the discrepancies found or problems of the System, as well as notify the Seller to the agreed email address within 1 (one) working day from the date of detection of such inconsistencies and problems of the System.
    • 12.3.5. The Buyer shall bear all risks related to untimely, incomplete inspection of the System or acceptance of the System without its practical inspection.
    • 12.3.6. Upon detection of short supply of the System or delivery of incomplete System, the Parties shall draw up the relevant act within 5 (five) working days from the date of detection of a short supply or delivery of incomplete System. The Seller is liable to replenish the open purchase order quantity of System, equip the System additionally or replace it with complete System within 5 (five) working days from the date of signing the relevant act.
    • 12.3.7. In case of dispute over the quality of the delivered System, the Parties call for expert evidence. The Buyer pays the costs of the examination. If poor quality of the System is detected, i.e. its non-compliance with the specifications, set out in the Specification for the System, the Seller undertakes to send its representative to the location of the System for its inspection within a reasonable period from the date of notification. The Seller is liable to notify the Buyer of the date and time of inspection of the System, and the Buyer is liable to ensure that the Seller’s representative has access to the System on the stipulated date and time.
    • 12.3.8. In the absence of dispute on poor quality of the System after the Seller’s representative completes inspection of the System, the Parties draw up the appropriate report.
    • 12.3.9. In case the expert examination acknowledges poor quality of the System, the Buyer is of right to demand from the Seller:
      • 12.3.9.1. proportional decrease of the purchase price for the System;
      • 12.3.9.2. free amendment of the System in reasonable time;
      • 12.3.9.3. reimbursement of his expenses for System amendment.

13. PROVISIONS IN REGARD TO PERFORMANCE OF WORKS

  • 13.1. Provisions of the present section apply subject the Parties agreed performance of works by efforts of Texel.
  • 13.2. Upon completion of training, if it is included in the Works, the Buyer carries out assembly, configuration, operating the System and the Software, preventive maintenance, repair, maintenance and technical support to the end users of the System on his own.
  • 13.3. Coordination procedure between the Parties.
    • 13.3.1. The Buyer is liable to indicate in the written assignment the Work site (location of the System), as well as the date and time for performance of Works, on the basis that the average duration of Works on installation of one System is 16 (sixteen) hours. Unless otherwise provided by the Parties, the Buyer has no right to assign performance of Works on weekends and holidays, as well as at night (from 22:00 to 7:00) local time. The Seller confirms the date and time for performance of Works, in case it is impossible to perform the Works, offers the Buyer a different date or time.
    • 13.3.2. The Seller issues an invoice to the Buyer for payment of the cost of Works, and the Buyer pays the invoice as set out in the Agreement.
    • 13.3.3. In case the Buyer does not prepare the site for performance of Works by the time agreed with the Seller, the Buyer is charged a fine equivalent to 20,000 GBP at the exchange rate of the Central Bank of the United Kingdom on the date of the invoice. The fine is paid against the invoice issued by the Seller.
    • 13.3.4. The Seller has the right to engage third parties with the necessary qualifications to perform Works under the Agreement.
    • 13.3.5. The Seller undertakes to train the Buyer to operate the System, as well as to maintain and repair the System, pursuant to the present Terms and Agreement. The Buyer, having completed
      the training, set out herein, carries out maintenance of the System independently.
    • 13.3.6. The Seller trains the Buyer on System operation subject to payment of the full cost of the System, in the Buyer’s territory; the Parties agree the exact address and time of training additionally. The Buyer undertakes to cover the Seller’s expenses for travel of employees addressed to train the Buyer’s employees. The Parties agree the amount of travel expenses and duration of stay of the Seller’s employees additionally.
    • 13.3.7. The Buyer is liable to ensure attendance of his representative for training at the place and time agreed by the Parties. If such representative of the Buyer did not appear, Works are deemed duly rendered.
    • 13.3.8. The Buyer pays travel costs of the Seller’s employees to and from the place of training, as well as accommodation and other expenses for the training period.
  • 13.4. Procedure of Work acceptance.
    • 13.4.1. The Parties’ fulfillment of obligations under the Agreement is acknowledged by the Work Acceptance Certificate, indicating the volume of Works actually completed, the payment made for them and the absence of claims of the Parties to each other.
    • 13.4.2. The Seller drafts the Work Acceptance Certificate in duplicate and submits the signed Work Acceptance Certificate for signature to the Buyer no later than 5 (five) working days from the date of actual completion of Works.
    • 13.4.3. In case the Buyer does not sign the Work Acceptance Certificate, he submits a written reasoned objection. If the Seller does not receive such objection within 5 (five) working days after submission of the Work Acceptance Certificate, such Certificate is deemed signed by the Parties without objections.

14. PROVISIONS IN REGARD OF LICENSE AGREEMENTS FOR SOFTWARE

  • 14.1. The Buyer is of right to use the Software only together with the System purchased from the Seller.
  • 14.2. Upon expiration of the set out validity period of the license Agreement for the Software, the Parties agree on new terms of use of the Software.
  • 14.3. The Software is transferred by electronic means of communication to the authorized email address, set out in the Agreement, within 5 (five) business days from the date of payment of remuneration.
  • 14.4. For the avoidance of doubt, the Buyer is prohibited to:
    • 14.4.1. bypass technical constraints, installed in the Software and digital and neighboring rights management software;
    • 14.4.2. study the technology, decompile or disassemble the Software beyond the extent permitted by the legislation of the United Kingdom;
    • 14.4.3. create copies of sets of the Software and its elements, as well as the external layout of the software (design);
    • 14.4.4. distribute the Software, on the Internet inclusively;
    • 14.4.5. somehow alter the Software;
    • 14.4.6. perform actions aimed at changing functioning and operability of the Software;
    • 14.4.7. make the Software accessible for copy by other persons;
    • 14.4.8. grant sublicenses for the use of the Software or transfer the rights under the Agreement to a third party;
    • 14.4.9. use the Software for purposes unrelated to its functionality.
  • 14.5. The Seller performs individual legacy support for extra fee and the Parties agree it for each case separately.
  • 14.6. The Parties determined that each use of the Software by the Buyer beyond the rights conferred is deemed unlawful. Each individual method of using the Software, out of the Terms and the Agreement, including constraint violation and expressly banned methods set out in this section, is deemed illegal. Taking into account provisions of the present clause, for each case of the Software misuse by the Buyer, the Buyer undertakes to pay the Seller equivalent to 10,000 GBP at the exchange rate of the Central Bank of the United Kingdom on the date on the date of the invoice.
  • 14.7. The Software is deemed transferred to the Buyer at the time of transfer of the file with the license key for the Software to the Buyer.
  • 14.8. Fixed license fee is charged due to entitlement to use, and its payment does not depend on the real use of the Software by the Buyer or its volume. Such fee is payable at the time specified in the Agreement and will not be refunded in case of early termination of the Agreement, except in cases when the Agreement is terminated due to the fact that the Seller has not provided access to the copy of the Software in breach of terms of the Agreement.
    • 14.8.1. The Buyer is liable to provide Software access to the Internet for software backup, uploading data, including 3D scanning results, to hosting, sending results to end users, preparing and processing data at the request of the Buyer, carried out using the software interfaces. For data management, the Buyer grants the Seller a non-exclusive right to collect, record, systematize, accumulate, store, clarify (update, modify), use, including that on electronic and/or other media, submit, distribute (including transfer), depersonalize, reproduce data, as well as block, delete and destroy data when the Buyer addresses the Seller with the relevant request for blocking, deletion or destruction.

PROVISIONS OF THE AGREEMENT AND REGULATIONS OF THE UNITED KINGDOM IN FORCE SHALL GOVERN ALL OTHER MATTERS NOT COVERED BY THIS ANNEX.