QPR General Terms and Conditions

1. Agreement with QPR

These QPR general terms and conditions (“QPR General Terms and Conditions”) apply to all (i) Services (as defined below) and (ii) installation, configuration, consulting, and similar Professional Services (as defined below) provided by QPR to the Customer and form an integral and inseparable part of the Agreement between the Customer and QPR concerning the provision of such services.

2. Definitions

Unless expressly otherwise stated or evident in the context, the following capitalized terms have the meaning set out below and any reference to the singular includes the plural, and vice versa:

2.1 “Affiliate” means any legal entity that is a subsidiary or parent of, or under common ownership or control with, a party for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty percent (50 %) of the nominal value of the issued equity share capital or more than fifty percent (50 %) of the shares entitling the holders to vote for the election of the members of the board of directors or an equivalent body.

2.2 “Agreement” means collectively the Purchase Order, these QPR General Terms and Conditions, and other appendices thereto.

2.3 “Confidential Information” means all information marked as confidential, protected by other means from against unrestricted disclosure or which should be understood to be confidential according to the circumstances of their disclosure or their content.

2.4 “Customer” means the customer identified in the Purchase Order.

2.5 “Customer Data” means Customer Material consisting personal data (as defined in the GDPR) or any personal data that the Customer or a third party processes as a controller (as defined in the GDPR) and which QPR processes as a processor (as defined in the GDPR) as part of the Services or Professional Services.

2.6 “Customer Material” means the Customer's data or material uploaded by the Customer to the Services or otherwise made available by or on behalf of the Customer to QPR for the provision of the Services or Professional Services, or other material which is separately defined as Customer Material by the parties.

2.7 “Documentation” means the guides, reports, and any other documentation and material provided by QPR to the Customer for the use of the Services and/or Professional Services, with exception of Deliverables.

2.8 “Deliverables” mean(s) the deliverable results of the Professional Services.

2.9 “Fees” means the compensation paid or payable by the Customer for the (i) User License and Support Services, (ii) additional work, and/or (ii) Professional Services, as applicable.

2.10 “GDPR” means the General Data Protection Regulation (EU) 2016/679.

2.11 “Initial Term” means the initial fixed term of the Customer’s right to receive the Professional Services as defined in the Purchase Order.

2.12 “Intellectual Property Rights” means (i) patents, inventions, designs, domain names, copyright (including without limitation the right to modify, transfer and further assign copyright) and related rights, know how, trade secrets, database rights, trademarks, trade names and logos, whether registered or unregistered, (ii) rights to apply for registration as well as applications, extensions and renewals, and (iii) all other rights of a similar nature or having an equivalent effect anywhere in the world.

2.13 “License Term” means the initial fixed term of the Customer’s right and license to use the Services as defined in the Purchase Order.

2.14 “Licensed Software” means the Software licensed by the Customer, as defined in the Purchase Order.

2.15 “Purchase Order” means the purchase order for Services and Professional Services, including information on Licensed Software, Services, Fees, and other information necessary for the delivery of the Services and Professional Services by QPR to the Customer.

2.16 “Professional Services" mean installation, configuration, consulting, and other professional services that QPR provides to the Customer pursuant to the Agreement. For the avoidance of doubt, Support Services shall not constitute services for the purposes of this definition and are consequently not supplied under the QPR Professional Services Terms and Conditions.

2.17 “Services” mean the Licensed Software, User Licenses, Support Services, and any additional work, software, or products provided by QPR to the Customer under this Agreement, excluding, however, Professional Services.

2.18 “Service Description” means the service description attached to the Purchase Order describing the Services and/or Professional Services in detail.

2.19 “Software” means QPR’s proprietary software and related software products, including any amendments, updates, upgrades, enhancements, and new versions thereof, as well as any Documentation.

2.20 "Support Services" mean the QPR standard support and maintenance services for the Licensed Software as further defined and supplied by QPR under the QPR On-Premise Software Terms and Conditions and/or the QPR SaaS Terms and Conditions, as applicable.

2.21 "Third Party Software" means any software, software products, or software services developed by a third party or which Intellectual Property Rights belong to a third party, but which are supplied by QPR in or in connection with the Services.

2.22 "User License" means the type and number of licenses to use the Licensed Software as set out in the Purchase Order, including any limitations to the use of the Licensed Software set out therein.

3. Fees

3.1 The Fees applicable to the (i) Services and/or (ii) Professional Services, as applicable, are set out in the Purchase Order. Unless otherwise agreed in writing, the Customer shall be responsible for all reasonable expenses including travel and subsistence and reasonable out-of-pocket expenses incurred by QPR in connection with the provision of the Services and/or Professional Services.

3.2 All Fees shall be invoiced as set out in the Purchase Order. Unless otherwise agreed in the Purchase Order, the Fees for User Licenses and Support Services will be invoiced at the time of execution of the Agreement, and the Fees for Professional Services and any additional work not covered by the Support Services will be invoiced monthly in arrears on time and material basis, with the exception of Professional Services with fixed fee, which will be invoiced monthly in advance. For clarity, QPR may not invoice for any additional work not covered by the Support Services, unless Customer has ordered or approved such work.

3.3 Any Services and/or Professional Services, as applicable, or other software, products, services, or deliverables not expressly defined in the Purchase Order as being included in the Fees set out in the Purchase Order shall be charged in accordance with QPR's standard fees as applicable from time to time.

3.4 All prices and Fees are quoted in Euros and do not include, where applicable, any national, state, or local sales / withholding tax (WHT), use, import, value added (VAT), or other taxes. It is the Customer’s responsibility to take care of these taxes where applicable.

3.5 Except where otherwise agreed in the Purchase Order, all Fees are exclusive of charges for magnetic media, stationery and other supplies, computer machine time and ancillary services, which may be necessary for the provision of the Support Services and/or Professional Services.

3.6 Except where otherwise agreed in the Purchase Order, the terms of payment of each invoice shall be thirty (30) days net from the date of the invoice. All amounts due will be payable to QPR by wire transfer to the account designated by QPR in writing. The payment shall be made directly into the bank account indicated by QPR. QPR does not accept any payment by check. If any payment due under this Agreement shall be overdue, without prejudice to any other rights of QPR (including without limitation, the suspension of the provision of the Services and/or Professional Services) QPR shall have the right to charge and the Customer hereby agrees to promptly pay interest at the rate of 10 % per month or the maximum amount permitted by law, whichever is less.

3.7 The Customer shall provide QPR with correct invoicing information and ensure that the Customer’s invoicing information remains correct and up to date.

3.8 QPR may choose to assign the right to invoice the Customer for the Fees to its authorized reseller or representative.

3.9 Unless otherwise expressly provided by law or by a particular Purchase Order, all purchases are final and all Fees non-refundable. If the Customer in good faith believes that QPR has charged the Customer in error, the Customer must contact QPR in writing within thirty (30) days from such error. No refunds or credit will be given for any charges more than thirty (30) days old. QPR reserves the right to issue refunds or credits at its sole discretion. Regardless of a refund or credit being issued, QPR is under no obligation to issue the same or similar refund in the future.

3.10 QPR reserves the right to change the pricing terms applicable to the Services and/or Professional Services under the Agreement. Changes to Fees can be made once per year by at least a three (3) months prior written notice to Customer. The change shall not affect the Fees invoiced before the effective date of the change. Notwithstanding the aforementioned, the Fees may be increased in an amount up to: (a) maximum of five percent (5%); or (b) the corresponding increase in the index for wage and salary earnings of the IT industry in Finland (computer programming, consultancy and related activities and information service activities or equal applicable indices) as published by Statistics Finland, whichever is higher.

4. Intellectual Property Rights

4.1 All title, Intellectual Property Rights and other proprietary rights pertaining to the Customer Material disclosed by or on behalf of the Customer to QPR shall remain with the Customer. QPR shall have the right to use the Customer Material to provide the Services and/or Professional Services to the Customer in accordance with the Agreement.

4.2 All title, Intellectual Property Rights and other proprietary rights pertaining to or arising from the Services, including the Support Services, and/or Professional Services, including Software, Deliverables, and Documentation, and any other data and materials made available to the Customer by or on behalf of QPR, (including any parts, versions, and derivations of the foregoing) shall remain with and vest in QPR and its licensors. The Customer’s right to Services, Software, Deliverables, and the Documentation are limited to the use rights expressly granted under this Agreement and subject to due payment of all Fees.

4.3 For clarity, nothing in this Agreement shall preclude or restrict QPR from (i) using ideas, concepts, know-how, or techniques utilized or developed during the carrying out of the Services and/or Professional Services in its internal or other business operations, or (ii) developing software, services or materials, or related documentation, which is or may be considered competitive with anything that have been supplied by QPR to the Customer as part of the Services and/or Professional Services, irrespective of their similarity.

5. Term and Termination

5.1 Notwithstanding anything on the contrary, either party shall be entitled to terminate a Purchase Order without prejudice to its other rights and remedies in the event that: (i) the other party is in breach of any of its obligations under the Agreement and (if the breach is capable of remedy) fails to remedy the breach within thirty (30) days of receipt of notice requiring such breach to be rectified, or (ii) the other party goes into bankruptcy or if a receiver or administrator is appointed over any part of its business or assets or if it enters into any arrangement with its creditors or assigns or otherwise transfers its assets to a subsidiary or third party or ceases to carry on business in the ordinary course or undergoes a solvent reorganization or restructuring.

5.2 Upon expiration or termination of the Agreement for any reason the following shall apply:

1. All rights granted to the Customer hereunder in respect hereof will become null and void. The Customer must ensure that all persons it has granted right to access any Services and/or Professional Services shall cease the use immediately.
2. All outstanding obligations or commitments of either party to pay amounts to the other party, if any, will become immediately due and payable.
3. Neither party will have any right to receive any compensation, reimbursement, or other amounts from the other party solely as a result of such termination, and neither party will have any right whatsoever in or to the other party’s software or any documentation and materials related thereto, other than as provided for herein.
4. The Customer shall return the Software and all Documentation and materials related thereto or certify to QPR that such has been expunged from the Customer's systems and destroyed.
5. QPR shall return or destroy, as requested by Customer, all Customer Materials in its possession, unless retention of certain Customer Material is required to demonstrate compliance with the Agreement or applicable laws. QPR shall have the right to charge reasonable costs and expenses arising from the collection and processing of the Customer Material and of returning it to the Customer. QPR's obligation to store Customer Material shall end when ten (10) days have passed from the termination of the Agreement. Thereafter, QPR shall have the right to destroy and erase such Customer Material if the Customer has not requested returning such material.

5.3 The terms of the Agreement that by their nature would continue beyond expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement.

6. Limitation of Liability

6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL QPR BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. IN ALL CASES QPR’S TOTAL AGGREGATE LIABILITY UNDER AND IN RELATION TO THE AGREEMENT SHALL BE LIMITED TO FIFTY PER CENT (50 %) OF THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICES CONCERNED OVER THE TWELVE MONTHS PRECENDING THE EVENT GIVING RISE TO THE LIABILITY.

6.2 THE LIMITATIONS ON QPR’S LIABILITY IN THIS SECTION 6 SHALL APPLY WHETHER OR NOT QPR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

6.3 THE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO (I) WILFUL MISCONDUCT OR GROSS NEGLIGENCE, (II) THE IPR INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, OR (III) BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8.

7. Infringement of Intellectual Property Rights

7.1 QPR undertakes, at its expense, to defend the Customer against any third party claim or action where a third party claims that, as applicable under the Purchase Order, (i) the use of the Software or Services in accordance with the Agreement, and/or (ii) the Deliverables, infringe upon the Intellectual Property Rights of a third party valid in the Territory, provided that the Customer (i) notifies QPR immediately in writing of the claim or action, (ii) grants QPR the sole exclusive right and control over the defense of the claim or action, (iii) gives QPR, free of charge, all information, assistance and authorizations necessary to handle the defense of the claim or action, and (iv) does not, without the express prior written consent of QPR, agree on any settlement of the claim or action prior to a final judgment thereon by a competent court of law or court of arbitration. If the Customer has acted in accordance with the foregoing, QPR shall pay final damages awarded to such a third party by a competent court of law or court of arbitration or agreed to be paid in settlement by QPR.

7.2 If QPR justifiably deems that the Software, Services, or the Deliverables, as applicable, infringe or may infringe upon any third party rights, QPR shall have the right, at its own expense and in its sole discretion, to (i) acquire for the Customer the right to continue the use of the Software, Services or the Deliverables, (ii) replace the Software, Services, or the Deliverables, or (iii) modify the Software, Services, or the Deliverables to the extent necessary to avoid the infringement. If none of such alternatives are available to QPR on commercially reasonable terms and/or without significant loss of time, QPR has a right to terminate the affected Purchase Order (including any perpetual licenses) subject to a notice period deemed reasonable by QPR, provided that QPR refunds to the Customer on pro rata basis the Fees paid for the Services and/or Professional Services not rendered due to such termination.

7.3 The Customer agrees to defend QPR, at its own expense, against any third-party claim or action where a third party claims that the Customer Material or the use of the Customer Material in accordance with the Agreement infringes upon a right of a third party. The Customer undertakes to pay any damages, costs, and expenses caused to QPR by any such third party claim as well as any damages awarded to a third-party claimant by a competent court of law or court of arbitration due to a reason attributable to the Customer Material.

7.4 The indemnity obligation of either party set out in this Section 7 shall not apply to, and a party is not liable for any claim, (i) by any Affiliate of the other party, (ii) that consequences or results from complying with any given order or instruction of the Customer or any third party under the command and control of the Customer, (iii) that consequences or results from the use of the Software, Services, or Deliverables in combination with any software, equipment, products, materials, or data not developed or supplied by QPR or which are contrary to instructions given by QPR, or (iv) which could have been avoided by using the latest version of the Software, Services or Deliverables made available to the Customer.

7.5 This Section 7 sets out the parties’ entire liability and sole remedy in case of any infringement of any third-party Intellectual Property Rights.

8. Confidentiality

8.1 Each party undertakes to treat as confidential the Confidential Information received from the other party and may not use such Confidential Information for any purpose other than for the purposes of fulfilling its obligations under the Agreement. The Customer acknowledges and agrees that the commercial details of the Agreement, and any software, programs, tools, data, and other material and information that QPR provides to Customer before or under the Agreement are confidential. Each party shall protect the Confidential Information received from the other party using the same degree of care, but no less than a reasonable degree of care, as the party uses to protect its own Confidential Information and shall not reproduce or share (including to its employees, agents, or subcontractors) such Confidential Information except as required for the proper fulfillment of the Agreement.

8.2 The foregoing undertaking shall not apply to any information which: (i) the receiving party has received from a third party without any obligation of confidentiality, (ii) is independently developed by a party without reference to the Confidential Information of the other party, or (iii) is generally available or otherwise public without a contractual breach by the receiving party. The confidentiality obligation hereunder shall not prevent a party from disclosing Confidential Information of the other party where required to do so by applicable law, regulation, court order or lawful request of a governmental body, provided that the disclosure is limited to strict minimum and the other party is promptly notified of such disclosure, unless such notification is prohibited by law or order.

8.3 The confidentiality obligations shall apply for the term of the Agreement and a period of five (5) years after the effective date of termination of the Agreement.

9. Customer Data and Personal Data Processing

9.1 Where QPR processes Customer Data on behalf of the Customer in the course of providing the Services and/or Professional Services, such processing shall be governed by this Section 9, unless a separate agreement on the processing of personal data has been entered into.

9.2 QPR undertakes to comply with the GDPR and other data protection laws applicable and binding on it in the performance of the Agreement. QPR undertakes to process Customer Data only to the extent required to perform its duties under the Agreement and to provide the Services and/or Professional Services for the duration of the Agreement, and not for any other purposes, unless QPR’s statutory obligations require otherwise. A detailed description of the personal data processing, including the categories of data and data subjects, shall be included in the Service Description. The Agreement shall be deemed to form the written instruction given by the Customer to QPR.

9.3 QPR undertakes to ensure that all employees, subcontractors, and other persons involved in the processing of personal data are subject to appropriate confidentiality agreements or a statutory confidentiality obligation.

9.4 QPR shall implement appropriate technical and organizational safeguards to ensure the security of the personal data processing. Prior to submitting personal data to the Services, Customer must assess whether the Services and/or Professional Services and their implementation provide sufficient guarantees to ensure compliance with the GDPR and other applicable data protection laws and protection of the rights of the data subjects considering the nature of the personal data and its processing.

9.5 Upon the Customer’s written request and taking into consideration the nature of the processing and the information and technical controls reasonably available to QPR, QPR undertakes to assist the Customer in (i) responding to requests for exercising the data subject's rights laid down in GDPR, (ii) ensuring that the Customer complies with its statutory obligations related to information security, data breach notifications, data protection impact assessments, and prior consultation of data protection authorities. QPR notifies the Customer of any request from supervisory authorities regarding personal data for which Customer is the controller, unless such disclosure is prohibited by law for important reasons of public interest. QPR has the right to charge the costs of providing the assistance described herein.

9.6 The Customer hereby authorizes QPR to use subcontractors in the processing of Customer Data. QPR shall ensure that the subcontractors involved in the processing of personal data undertake (in writing) to observe the same or equivalent obligations as QPR under this Section 9. The Customer will be notified of any changes or additions to the subcontractors, whereby the Customer will have the opportunity to object to such changes by notifying QPR promptly in writing within then (10) business days after receiving the notification. In the event of such objection, QPR will take commercially reasonable steps to address the objection. Should the Customer deem that the steps taken by QPR are not sufficient to cure the objection, either party shall have the right to terminate the Agreement.

9.7 Should the location of Customer require QPR to transfer personal data outside the European Economic Area (EEA) to a destination which is not subject to any adequacy decision by the EU Commission under GDPR Art. 45, the parties shall enter into standard contractual clauses referred to in GDPR Art. 46.2, as adopted by Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries, or as otherwise duly adopted and approved. The Customer shall be responsible to perform a transfer impact assessment, in accordance with which the parties shall agree in the standard contractual clauses for the additional safeguards and other measures required to ensure that the level of data protection is not unreasonably diminished due to transfer. Should the performance of the Services and/or Professional Services otherwise require a party to transfer personal data outside EEA to a destination which is not subject to any adequacy decision by the EU Commission under GDPR Art. 45, the party must ensure such transfer is made subject to appropriate safeguards in accordance with GDPR Chapter V.

9.8 Upon the Customer’s written request and subject to appropriate confidentiality commitment by the Customer, QPR makes available to the Customer sufficient information to demonstrate QPR’s compliance with the data protection obligations under the Agreement. If the given information is not deemed sufficient by Customer for an objective reason, Customer has a right to once a year require an audit of QPR’s compliance with its data protection obligations, which is to be carried out by an external auditor selected by the Customer and accepted by QPR. The Customer must notify QPR of its need for an audit at least two (2) weeks in advance. The auditing must be done subject to confidentiality commitments deemed sufficient by QPR, within normal working hours, and without hinderance to the business of QPR, and may not concern data, materials, or processes related to other customers of QPR. Both Parties shall bear their costs of the audits hereunder.

9.9 The Customer agrees to comply with the obligations set out in the GDPR and other applicable data protection laws. The Customer warrants that it has the right to transfer the Customer Data to QPR for processing and has carried out or will carry out all measures necessary for full compliance with the GDPR and other applicable data protection laws. The Customer shall remain fully responsible and liable for having duly complied with its statutory obligations and the Customer acknowledges and agrees that it is the Customer’s responsibility to ensure that its use of the Services and/or Professional Services complies with the laws and regulations to which the Customer is subject.

9.10 The liability of each party for the personal data processing hereunder shall be determined in accordance with GDPR Art. 82. The limitation of liability set out in Section 6 shall not be applied to the damages payable by a party to data subjects; a party shall be entitled to claim back from the other party in full the amounts corresponding to the other party’s responsibility of the damage, which it has compensated to the data subjects on the other party’s behalf.

10. Governing Law

10.1 This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions and principles.

10.2 Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall be held in Helsinki, Finland, and the language of proceedings shall be English.

11. Miscellaneous

11.1 The Agreement, including its appendices, represents the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written communications, agreements, or understandings between the parties regarding the subject matter of the Agreement.

11.2 QPR shall be free to use subcontractors in the performance of its obligations and exercise of its rights under the Agreement. QPR shall be liable for the acts and omissions of its subcontractors under the Agreement as for its own.

11.3 Unless otherwise expressly provided, no amendments, changes, revisions, or discharges of the Agreement, in whole or in part, shall have any force or effect unless set forth in writing and signed by the parties.

11.4 Neither party shall be liable to the other by reason of any failure of or delay in the performance of its obligations under the Agreement, to the extent such failure or delay is caused by circumstances beyond its reasonable control (collectively referred to herein as “Force Majeure”), nor will any such failure or delay give the other party the right to terminate the Agreement. Each party will use all its commercially reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. Force Majeure events include, without limitation, accidents, natural disasters, labor disputes, actions of any government agency, and shortage of materials.

11.5 The Customer may not engage, employ, utilize the services of, or introduce to another employer either temporarily or permanently, directly or indirectly, any persons supplied under the Agreement, until twelve (12) months have passed from the expiry or termination of the Services and/or Professional Services provided under the Agreement. If the Customer breaches this restriction, the Customer shall be liable to pay QPR by way of liquidated damages an amount corresponding to twelve (12) months’ gross salary (subject to withholding tax) of the person in question. If the Customer directly or indirectly causes any person supplied under the Agreement, who is not an employee of QPR, to accept employment with another employer, the Customer will indemnify QPR against any liability QPR may incur to any third party as a direct consequence thereof. This provision shall not apply where such employment is unconnected with the Services and/or Professional Services forming part of the Agreement.

11.6 All notices under the Agreement shall be in writing, effective on receipt by a party, and sent by first-class mail, fax, email, or personal delivery to the addresses provided by the parties. For clarity, email and electronic notifications submitted by QPR through the channels possibly available in the Software qualify as a written notice.

11.7 The Customer may not assign or transfer, including by operation of law (including merger, consolidation or similar transaction), the Agreement or any of its rights, obligations, or interests hereunder to a third party without a prior written consent of QPR. Any assignment in violation of the provision hereof shall be void. No assignment, whether in breach or in accordance with the Agreement, shall release Customer from its obligations hereunder.

11.8 Nothing in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties and neither party shall have the right or authority to create any obligation or duty, express or implied, on behalf of the other.

11.9 Customer acknowledges and agrees that QPR and its Affiliates may collect and use technical information gathered as part of provision of the Services or Professional Services under this Agreement. QPR may also collect information on how and by whom the Services and Professional Services are used. The collected information may be used to improve QPR’s services and to provide customized services or technologies to the Customer, provided that any collected personal data is anonymized.

11.10 QPR shall have the right to add the Customer’s name and logo to its list of reference customers. Any other type of reference usage by QPR will be separately agreed with the Customer.

11.11 Official QPR Software products, Support Services, Documentation, contract terms, and all related materials are written in English. QPR's authorized resellers or representatives may translate part of these products and materials to other languages, however, in an event of interpretation or a dispute, the English language version shall always prevail.

11.12 Any waivers must be in writing signed by an authorized representative of a party. The waiver of one breach or default under the Agreement will not constitute a waiver of any subsequent breach or default. Any provision of the Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be null and void, and the remainder of the Agreement will continue in full force and effect.