General Terms and Conditions

of Pomegranate Software represented by Arash Kaffamanesh for Development, Hosting and Support Services of Enterpeise Open Source Solutions!

1. Preamble

• Pomegranate Software represented by Arash Kaffamanesh (hereafter refered as Pomegranate) shall provide the Customer with development, hosting, consultancy and support services of enterprise open source solutions in order to enable him to use Pomegranate programmes and products in the best possible way according to his requirements.

2. Collaboration between the parties to the agreement.

• The Parties shall each name to the other Party contact persons with authority to act singly on behalf of the company as well as their representatives to whom questions should be asked with regard to how the performance is to be rendered as well as other questions arising during the term of the agreement.

• The Customer shall have to pass over to Pomegranate all data useful for the fulfilment of the agreement in good time and in full in writing and / or digital form.
• Pomegranate shall be entitled to subcontract work out to third parties and / or call in freelance staff or temporary staff to render support services.
• The Customer shall set up a suitable place to work in the location designated in the main agreement for the support services to be rendered.
• It shall be forbidden for the Customer to poach staff from Pomegranate by making active efforts to do so, in particular by talking to Pomegranate staff on the subject. The prohibition on poaching staff shall end 1 year after the services have been rendered by Pomegranate. In the event of breaches a contractual penalty of EUR 10,000.00 shall become payable for each individual breach.
  

3. Payment, Terms and Conditions of Payment

• The support services shall be invoiced at a daily rate in accordance with the main agreement. A daily rate shall include work carried out for 8 hours a day (normal daily working hours) between the hours normally worked at the company (Mon – Fri 08.00 – 18.00), whereby period for travelling to and from the Customer shall be included as working hours. For part days worked, up to 4 hours shall be counted as half a day, and upwards of 4 hours shall be counted as a whole day. The full remuneration shall also be due even if Pomegranate was unable to work or unable to work productively in particular because the Customer infringed their obligations to assist or participate.
• Each working hour commenced, insofar as it is
  
• a) provided outside the usual working hours or
• b) is provided within the usual working hours however, exceeds 8 hours per day and this is the due to the Customer, shall be charged with one eighth of the agreed daily rate plus a surcharge of 30%.

• In general a surcharge of 50% is invoiced for weekend work and on public holidays at the location where the work is carried out as well as a surcharge of 100% on the respective daily rate agreed in each case from 24 to 31 December (of each year).

• Pomegranate shall present the Customer with an invoice at the end of each month for the support work he has carried out.
• The payment shall be payable within 10 days of it having been received by the Customer.
  

4. Deadlines

Deadlines for work to be carried out The deadlines for the work to be carried out – as far as this is possible at Pomegranate from a technical and operational perspective – shall be laid down and fixed in writing by mutual consent in accordance with the wishes of the Customer. The Customer is aware that Pomegranate requires a period of about 10 working days to undertake preparations for the support work and this period has to be taken into consideration when setting deadlines for work.

5. Assignment, Offsetting and Retention

• The Parties are not entitled to assign their rights and duties created in this agreement to third parties.
  

• The Parties may only offset accounts with each other if these accounts are uncontested or have been declared final and absolute in a court of law.
  

• The Customer is not authorised to assert rights of retention not based on this contractual relationship unless these rights are uncontested and or have been

declared final and absolute in a court of law.

6. Notice of termination

• The agreement may be terminated by either Party serving 6 weeks notice of termination to the end of the respective month.
• The right of the Parties to serve extraordinary notice of termination for an important reason shall not be affected by this.
  

7. Warranty / Liability

• The Customer shall not be entitled to have a warranty furnished by Pomegranate.

• Pomegranate shall only be liable for intent and gross negligence for itself as well as for that of its legal representatives and assistants. This exclusion of liability shall not apply for damages incurred as a result of a loss of life, personal injury or loss of health which are based on a negligent breach of duty by Pomegranate or an intentional or negligent breach of duty by one of its legal representatives or assistants.
  

8. Confidentiality

The Parties mutually undertake to treat all information which they receive within the scope of the Main Agreement and these General Terms & Conditions
concerning internal matters of the other Party and about the subject matter of the Agreement as strictly confidential. The Parties shall only make confidential
information accessible to their employees, representatives or authorised agents to the extent necessary for the performance of the Main Agreement and these
General Terms & Conditions. Furthermore, the Parties shall oblige their employees, representatives or authorised agents to treat as confidential all information about internal matters concerning the other Party.

9. Final provisions

• This agreement contains all the agreements made between the Parties on the subject-matter of the agreement.
  

• If one or more provisions of the Main Agreement are or become ineffective or non-executable, the effectiveness of the remaining provisions shall not be affected. The effective provision shall take the place of that ineffective or nonexecutable provision with retroactive effect which most closely approaches what the parties desired on conclusion of the agreement. The same shall apply to any omission in the Main Agreement.
  

• The parties undertake to document alterations to the Main Agreement and to these General Terms and Conditions in writing.
  

• The exclusive place of jurisdiction for all legal disputes from or in connection with the Main Agreement and these Pomegranate General Terms and Conditions shall be Berlin.
  

• The legal relations of the Parties from or in connection with the Main Agreement and the Pomegranate General Terms and Conditions are subject exclusively to the Laws of the Federal Republic of Germany.