Service Agreement

Completed between the

Wavect GmbH, FN 575337 i
Häusern 6a, 6070 Ampass
Tirol, Austria

Represented by the sole authorised representative
Managing Director Mr. Kevin Riedl

hereinafter referred to as „Service Provider":

and the Company engaging with the Service Provider

hereinafter referred to as „Client":

Preamble

The service provider is a company based in 6070 Ampass specialising in (Web3) Software Engineering, QA, Product Management and Consulting around Product-Market-Fit.

This contract is intended to regulate the provision of the service the service provider provides to the client.

I. Subject of the contract

  1. The client commissions the service provider to conduct the services outlined on the offer or Stripe subscription.
  2. The service provider owes its industry and project-appropriate efforts in the course of providing the services according to point I. 1.
  3. The service provider hands over the software and materials if requested including the required passwords and access data, the project code, any open tickets/tasks and the documentation about the software.
  4. The service provider transfers the software and documents to the client in a way that enables the client to further develop or modify it by a specialist. To simplify further development, the service provider also undertakes to provide documentation about the software if any.
  5. The client is obliged to change the required passwords and access data within 14 days. The transferor deletes this data and all other client data within 30 days of the handover.
  6. Ownership of developed software, business models and knowledge belongs to the Client. The Service provider will not claim any ownership rights for deliverables or work within the project.

II. Compensation

  1. The services provided by the service provider are billed as quoted in the offers. Everything that is out of scope is charged on an hourly basis after implicit or explicit approval by the Client. The Client is charged a fee of EUR 130 per hour, which is adjusted annually on January 1st according to the consumer price index.
  2. A fixed price may only be offered following a mandatory discovery phase, which will be charged at a fixed amount of EUR 3,500 (excluding VAT if applicable) unless expressly stated otherwise in the offer. Based on the results of the discovery phase, the service provider will prepare a fixed-price offer.
  3. All services, deliverables, and requirements not explicitly listed in the fixed-price offer shall be deemed excluded from the agreed fixed price. Any change in scope after issuance of the fixed-price offer automatically entitles the service provider to adjust the price. The service provider may charge such additional efforts either:
    • on a time-and-materials basis at the agreed hourly rate, subject to implicit or explicit approval as described in Section II.1), or
    • as a flat fee determined at a justified and reasonable rate, even without prior written consent of the Client.
  4. Once a formal offer has been signed by the Client, the service provider is entitled to payment of the contractual value stated in the offer. Should the Client cancel the agreement after signing, the service provider is entitled to a cancellation fee of 25% of the agreed contractual value, without prejudice to the service provider's right to claim compensation for any work already performed or expenses incurred prior to cancellation.
  5. After the documents and software has been handed over, the client will be sent an overview of the services provided and the time required, including an invoice. The invoice must be paid by the client within 14 days of the invoice being issued without deductions.
  6. In addition, the service provider is entitled to make monthly interim invoices, for which the same payment terms of this contract point II apply. Payment terms on the invoices supersede this provision.
  7. The services will be invoiced plus VAT if applicable.
  8. Payment is made without exception by transfer to an account to be announced by the contractor at a domestic credit institution or via StableCoin (USDT/USDC) on the Ethereum or Solana Blockchain.
  9. If payments are not made on time - even through no fault of one's own - interest will be charged on the outstanding amount from the end of the payment period onwards at the statutory rate between companies, i.e. 9.2% above the base interest rate.

III. Obligation to maintain confidentiality and non-use, data protection

  1. The service provider keeps all trade and business secrets received secret and to use them only for the purpose of cooperation under this contract and not to exploit or allow them to be exploited in any way for their own use, nor to uninvolved parties without the prior written consent of the other party to make it accessible or to tolerate it.
  2. The service provider may pass on the other party's trade and business secrets to employees of their companies [and affiliated companies] as well as subcontractors, but only to the extent that they absolutely need the information to provide the target service. The parties must ensure that these persons to whom such company and business secrets may become accessible are obligated in writing to maintain secrecy and non-use in a manner at least consistent with this contract, including for the period after they leave the company or after termination of the subcontractor relationship.
  3. This confidentiality and non-use obligation does not apply to information that can be proven:
    • was already known to the receiving party prior to its transmission;
    • were already evident at the time of their transmission;
    • became apparent after transmission without the receiving party being responsible for this;
    • has been made available to the receiving party by a third party after its transmission in a manner permitted by law and without restriction as to confidentiality or use;
    • have been independently developed by the receiving party; or
    • must be disclosed due to legal regulations, court decisions or official orders; in this case, the party obliged to disclose must immediately inform the other party of the disclosure, to the extent this is legally permissible.
  4. The above-mentioned confidentiality and non-use provisions remain in effect indefinitely even after termination of the contract as long as the information is not publicly known.
  5. To the extent that personal data within the meaning of Art 28 of the General Data Protection Regulation (GDPR) is processed by the software in question, the client ensures that data processor agreements that at least comply with the legal requirements are concluded; This also applies to any chain of processors.

IV. Liability

  1. Any disruptions in use, for example due to a lack of reliability, availability or bugs, are not considered service disruptions by the service provider.
  2. The client is aware that the software requires ongoing maintenance and that he is solely responsible for any maintenance agreements/orders, etc.
  3. The service provider bears no liability for bugs or other damage to the client or third parties that result from the original (open source) software or from expansion of the software code. The same applies to individually developed software.
  4. The client shall fully indemnify and hold harmless the service provider from any damages and claims from third parties in connection with the software.
  5. It is the sole responsibility of the client to store all data securely and appropriately while complying with relevant data protection regulations.
  6. Without prejudice to any specific provisions of this Agreement, the parties are entitled to compensation for damage caused to them by the negligence of the other party, as follows:
    • In the event of gross negligence (intent or gross negligence), you are entitled to compensation for damages including lost profits;
    • Liability is excluded in the event of slight negligence.
  7. Any advice, recommendations, analyses, or assessments provided by the service provider in the course of performing services under this Agreement are to be understood as qualified, independent professional opinions within the meaning of § 1299 ABGB.
  8. The client expressly acknowledges that such advice does not replace the client's own internal decision-making process or consultation of its legal, financial, or technical advisors. All decisions regarding the implementation, use, or operation of the software or related business processes are taken solely at the client's own risk and responsibility.
  9. The client remains exclusively responsible for evaluating and adopting any advice, recommendations, or deliverables provided by the service provider. The service provider disclaims and excludes any liability for economic, strategic, technical, or operational decisions made by the client or by third parties engaged by the client, except in cases of intent or gross negligence where mandatory statutory liability cannot be excluded.

V. Hiring subcontractors

  1. The Service Provider may engage subcontractors to perform parts of the Services under this Agreement, in its own name and at its own expense. The Service Provider shall, upon the Client's written request, disclose the identity, qualifications, and relevant credentials of any such subcontractor where reasonably practicable.
  2. The Client may object in writing to the use of a proposed subcontractor within five (5) business days after receiving the information. Such objection must be based on good cause, including but not limited to:
    • lack of professional qualifications or experience,
    • financial unreliability,
    • conflict of interest,
    • violation of statutory or regulatory obligations, or
    • prior documented performance issues.
  3. If the Client raises a justified objection, the Service Provider shall propose a suitable replacement subcontractor without unreasonable delay.

VI. Other contractual provisions

  1. The parties waive any challenge due to error (in particular a calculation error), but not reduction by more than half (laesio enormousis) or loss of the basis of the transaction and any other possible present or future possibilities of challenge and root defects, to the maximum extent legally possible.
  2. Any rights and obligations under this Agreement may not be transferred to any third party without the prior written consent of the other party.
  3. This contract contains all agreements made between the parties regarding the subject matter of the contract. There are no additional agreements. Drafts, correspondence prior to signing, etc. cannot be used to interpret this contract.
  4. Changes and additions to this contract, including departures from the written offer, must be made in writing to be effective.
  5. If any provision of this agreement is or becomes invalid, void, illegal or unenforceable, the validity of the remaining provisions of this agreement will not be affected. Instead of the ineffective, void, illegal or unenforceable provision(s), a regulation should apply that comes as close as possible to the will of the parties as far as is legally possible and in terms of its economic impact best corresponds to the ineffective, void, illegal or unenforceable provision(s). enforceable provision(s).
  6. For any claims arising in connection with this contractual relationship, Austrian law applies exclusively and the place of jurisdiction is agreed to be the relevant court in Innsbruck.
  7. This Agreement constitutes the single and complete expression of the rights and obligations of the Parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, understandings, negotiations, or representations, whether written or oral. Any later agreement, amendment or addendum shall only be effective to the extent that it explicitly identifies which specific paragraph(s) or provision(s) of this Agreement it is intended to override, and any such overriding must be clearly expressed in writing. In case of any conflict between this Agreement and any subsequent agreement, this Agreement shall prevail unless the later document specifically refers to and supersedes particular numbered provisions herein in a manner that is unambiguous.