Appendix 1.2 - Terms and conditions for professional services

Version: 3.1

Publication date: January 1, 2026

Part of: Link Business / Enterprise Terms and Conditions

1. SCOPE

This Appendix provides special provisions for the Supplier's professional services provided to the Customer as consultancy services ("Professional Services"). The Supplier provides the Customer with the Professional Services as agreed between the Parties in the Agreement or through one or more Orders.

For the purposes of this Appendix, an Order means any request by the Customer for Professional Services which is accepted by the Supplier, regardless of whether such request is made:

·         as a Formal Order, documented in a signed Statement of Work (SoW), consultant booking agreement, or other written document expressly agreed between the Parties; or

·         as an Informal Order, requested by the Customer and accepted by the Supplier through email or other written communication with the Customer’s appointed technical account manager (TAM) or other designated representative of the Supplier.

Unless otherwise expressly stated, all provisions in this Appendix apply equally to both Formal Orders and Informal Orders.

Informal Orders are typically used for short, discrete, or follow-up tasks, and will be handled by the Supplier with the same professional care and commercial discipline as Formal Orders, including:

·         providing estimates in hours (where applicable),

·         notifying the Customer promptly if it becomes likely that the estimate will be exceeded by more than 10%,

·         performing the work in accordance with the agreed scope and quality, and

·         invoicing in accordance with this Appendix and the General Terms.

The Supplier may require that any Order be documented as a Formal Order where the nature, scale, or risk profile of the work so warrants.

1.1.          The Professional Services will be provided within the following types, including but not limited to the described tasks and assignments

a)     Continuous Professional Services: The Supplier makes one or several consultants available who will provide the Professional Services and appoints a technical account manager (TAM) who will be the Customer’s contact for the agreement of assignments. Unless otherwise specifically agreed between the Parties, all Orders from the Customer are regarded as Continuous Professional Services. Work is considered delivered as soon as the Supplier has performed work on the assignment (i.e. continuously as the working hours are delivered).

b)     Full-time consultants: The Customer can order consultants who are employed on full-time basis for a further specified period. This work is performed in accordance with the Customer’s instructions, and the ordered hours are invoiced regardless of whether the Customer has assigned tasks to the consultant, whether there is waiting time, for whatever reason, etc. The assignment has been delivered when the Supplier’s consultant has been available for the performance of work in the agreed period, regardless of whether the Customer has utilised the labor.

c)     Project cooperation: The Supplier must, in accordance with the agreed written specifications, schedules, prices, etc., deliver an agreed product or solution to the Customer. Project Cooperation assignments will typically be documented in a Formal Order agreed between the Parties, setting out the scope, deliverables, timelines, and commercial terms. The cooperation may be implemented either on an hourly basis or on the basis of a written estimate agreed in advance in accordance with sub-clause 5.3 and sub-clause 5.4 below. The assignment has been delivered when (1) the Customer has given the Supplier a written acceptance of the delivery, (2) the Supplier can reasonably demonstrate that the product or solution is in accordance with the agreed specifications, or (3) the Customer has taken the performed work into use, unless such use is solely to ascertain whether there are defects and faults, for example by using the software in development or test environments or similar.

2. THE SUPPLIER’S OBLIGATIONS

2.1.          The Supplier is obliged to make the necessary resources and consultants available to the Customer who meet the agreed qualifications and are able to perform and complete the assignments specified in the Order.

2.2.          The Supplier may replace a current consultant with another, provided that this person has the agreed or corresponding qualifications. If the replacement concerns a key person, the replacement will require approval by the Customer. However, the Customer cannot oppose a replacement without reasonable grounds.

2.3.          The Supplier has no powers to impose on the Customer any kind of obligations to third parties, including suppliers or other partners, which have already established cooperation with the Customer.

2.4.          If the Supplier decides to use sub-suppliers, the Supplier must meet the Customer’s reasonable objections to the use of a given sub-supplier.

2.5.          The consultant is subject to the Customer's instructions within the framework of the assignment description in the Order, unless otherwise is specified in the Order.

3. THE CUSTOMER’S OBLIGATIONS

The Customer must:

a)     grant the Supplier access to the information required to perform the assignment,

b)     actively participate in the work and performance of the assignment and contribute as required by the Supplier to a reasonable extent,

c)     keep the Supplier continuously up to date on works from other suppliers of relevance to the assignment that the Supplier is performing for the Customer, and to facilitate, wherever possible, cooperation between the Supplier and the other (sub-)suppliers in question,

d)     help organize the work and allocate resources to enable the Supplier to make delivery as agreed and

e)     ensure the Supplier access to the Customer’s data to the extent necessary for performance of the assignment and to perform any test on handover of the assignment.

4. TRANSPORT, MEALS AND COURSE-EXPENSES

4.1.          All costs that the Supplier wants to claim under this section are subject to prior written approval by the Customer.

5. PRICES, INVOICING AND PAYMENT

5.1.          Unless otherwise agreed between the Parties, payment is made according to hours used. The Supplier's regular working hours are 8:00-16:00 (CET) on all weekdays. If the Customer wants work performed outside normal working hours, a premium will be added to the hourly rate. The hourly rates are specified in the Quote.

5.2.          The Professional services are invoiced after performance of the work.

5.3.          If all or parts of the Supplier’s services are to be provided according to an estimate, the Order must clearly and unambiguously define the scope of the assignment and the work covered by the individual estimate. All agreements on estimates between the Parties must be entered into in writing. The fee for the estimate shall be payable in accordance with the terms for invoicing and payment set out in this Section and the General Terms.

5.4.          If a fixed price has been expressly agreed in writing between the Parties, the Supplier is not entitled to further payment for performance of the assignment in question.

5.5.          Unless otherwise agreed between the Parties, the Supplier will invoice the Customer monthly in arrears.

5.6.          The terms of payment for the Supplier’s services are as described in the General Terms, and the prices are as set out in the Quote.

6. INTELLECTUAL PROPERTY RIGHTS

6.1.          Unless otherwise agreed between the Parties, the Customer will, on full payment of the Supplier’s fee, acquire an indefinite right to use the material prepared by the consultant as part of the Order.

6.2.          The Customer is entitled to change and further develop the delivered product or solution for internal use in the Customer’s business and make the necessary copies so that the delivered product or solution can be used according to its purpose in the Customer’s business.

6.3.          The Supplier retains all rights to the material and is entitled to use the material and/or sub-elements thereof in other contexts, the know-how generated in connection with the performance of the work, programming knowledge etc.

6.4.          The Parties may agree - for specific deliverables or projects, which are clearly defined and adequately specified - that the Customer acquires the full rights in and to the deliverables in question. Such assignment of rights must be explicitly and specifically agreed by both Parties and must clearly stipulate i) the deliverables in question, and ii) any known prior rights of the Supplier or third parties, which are hence excluded from the assignment of rights. Assignment of the rights to certain deliverables, shall not prevent the Supplier from utilizing the general knowledge and knowhow acquired when developing the assigned deliverables.

6.5.          The Customer is responsible for ensuring that the Customer has all necessary rights, including rights to third-party software and other material to which a third-party holds rights, to enable the consultant to perform the work comprised by the Order without this resulting in an infringement of third-party rights.

7. LIABILITY

7.1.          The Supplier shall be responsible for performing the Services in accordance with the agreed deliverables and success criteria expressly set out in the Order. The Supplier shall not be liable for the Customer’s broader expectations, desired outcomes, or business results unless such outcomes are expressly documented and agreed in writing.

8. TERM

8.1.          On termination of the Agreement, all Orders are terminated concurrently.

8.2.          Orders may be terminated separately by both Parties in writing at three months’ notice to the end of a month. Termination of one or more Orders does not affect any other Orders entered into between the Parties. However, orders delivered as a project cooperation cannot be terminated by the Supplier.