Terms and Conditions

Last update: 16 September 2026

1 Definitions

1.1 "Client": the party that hires NATURE ANALYTICS, directly or through a representative.

1.2 "Contract": formed jointly by the Proposal and these Terms and Conditions, which may be modified or complemented from time to time in writing, in accordance with Sections 19.3 and 20.1.

1.3 "NATURE ANALYTICS": NATURE ANALYTICS GmbH, Switzerland.

1.4 "Party": either NATURE ANALYTICS or the Client, depending on the context.

1.5 "Project": tasks as described in the Proposal and all other tasks that NATURE ANALYTICS carries out in relation to the Services.

1.6 "Proposal": the document(s) issued by NATURE ANALYTICS describing and offering the Services to be provided to the Client, including, but not limited to, the assumptions, conditions and limitations related to the Project.

1.7 "Section": any numbered term in these Terms and Conditions.

1.8 "Services": any work carried out or to be carried out by NATURE ANALYTICS during the Contract term, including all NATURE ANALYTICS work product and, where applicable, Software.

1.9 "Site": any location wherein or related to which the Services may be performed.

1.10 "Software": the software application, online (Software-as-a-service; SaaS) or on-premise, user interfaces, APIs, related documentation, updates, maintenance, hosting and associated services provided by NATURE ANALYTICS.

1.11 "Subscription": the term during which Client is authorized to access and use the Software under the Proposal.

1.12 "User": an individual authorized by the Client to access the Software.

1.13 "Account": the Client's administrative Software account and credentials.

1.14 "License": the limited, non-exclusive, non-transferable right to access and use the Software during the Subscription, in accordance with the applicable License Type (see Section 3.2) and as further set out in the Proposal.

1.15 "Service Level" or "SLA": the availability, performance, support and remedy commitments described in Section 3 or as set out in the Proposal or SLA addendum.

1.16 "Client Data": all electronic data, information and content submitted by or for the Client to the Software.

1.17 "Confidential Information": information identified as confidential or that reasonably should be understood to be confidential.

1.18 "Force Majeure"/"Unforeseen Circumstances": events described in Section 4.

1.19 "License Type": each of the Full License, Educational License (EDU) and LDC License available under a Subscription, as described in Section 3.2, representing the scope of rights and restrictions applicable to the License granted to Client.

1.20 "Trial": a time-limited evaluation period during which NATURE ANALYTICS grants Client a limited, non-exclusive, non-transferable right to access and use the Software, subject to the restrictions described in Section 3.3 and any additional conditions set out in the Proposal.

2 Proposal

2.1 Unless otherwise indicated therein, the Proposal is valid for 30 days from the date of issuance. The fees, costs and times mentioned in the Proposal constitute NATURE ANALYTICS's estimate of possible costs and time required to provide its Services. Estimated costs do not constitute a guaranteed maximum price unless explicitly stated. NATURE ANALYTICS shall inform the Client if at any time it is determined necessary or advisable to make material changes to the nature, time or scope of the Services. No material change shall be made without the consent of the Client, except for those established in Clause 4.

2.2 For Software Subscriptions the Proposal will specify subscription tier, License Type, permitted Users, entitlements, fees, billing frequency, trial periods (if any), start date, minimum term, renewal terms, SLA, data processing terms, onboarding, customization, migration and any limits (storage, API calls).

2.3 The costs and scheduling terms contained in the NATURE ANALYTICS Proposal shall be subject to renegotiation for delays caused by the Client in providing information, logistics or infrastructure required to perform the work or to delays caused by Force Majeure. Suspension or interruption of work caused by the Client may result in additional costs beyond those initially identified in the NATURE ANALYTICS Proposal, giving NATURE ANALYTICS the right to adjust cost and schedule.

3 Software Licences and Service Level Agreement (SLA)

3.1 Access and License. Subject to timely payment and compliance with these Terms, NATURE ANALYTICS grants Client a limited, non-exclusive, non-transferable License to access and use the Software during the Subscription, of the License Type specified in the Proposal and subject to the corresponding scope and restrictions set out in Section 3.2.

3.2 License Types. NATURE ANALYTICS offers the following License Types. The applicable License Type shall be identified in the Proposal, and Client shall use the Software solely within the scope and restrictions of the License Type granted.

3.2.1 Full License. A Full License carries no restriction on the size of the area that may be simulated and no restriction on the purpose for which the Software may be used, subject to the other terms of the Contract.

3.2.2 Educational License (EDU). An EDU License is limited to (a) simulation of areas of up to forty (40) hectares, and (b) use exclusively for teaching purposes, including the delivery of courses, student assignments, and student Bachelor's (BSc) or Master's (MSc) thesis work. The EDU License may not be used for commercial purposes or for professional or funded research of any kind, including without limitation PhD research or other doctoral-level research. Client represents that each User accessing the Software under an EDU License meets these eligibility criteria, and NATURE ANALYTICS may request evidence of eligibility and suspend or terminate access under Sections 7.5 and 8.4 if the EDU License is used outside this scope.

3.2.3 LDC License. A LDC License is available to Clients based in a country designated as a Least Developed Country ("LDC") by the United Nations, as listed at https://unctad.org/topic/least-developed-countries/list, as such list may be updated by the United Nations from time to time. Eligibility for an LDC License shall be assessed by NATURE ANALYTICS by reference to the UN list in effect when the Proposal is issued, or as otherwise agreed in the Proposal. The scope, any usage restrictions, and fees (if any) applicable to an LDC License shall be as set out in the Proposal.

3.2.4 Subscription Term. Unless otherwise agreed in writing, (a) the Full License and the LDC License are each available for a Subscription term of twelve (12) months or six (6) months, at Client's election; and (b) the EDU License is available for a Subscription term of twelve (12) months only. The Subscription term selected shall be specified in the Proposal in accordance with Section 2.2.

3.3 Trial Version. NATURE ANALYTICS may, at its discretion, make a Trial of the Software available to a prospective Client for evaluation purposes, subject to any additional conditions in the Proposal or trial terms presented to Client at sign-up. The Trial is available for a period of fifteen (15) days from activation, unless otherwise agreed in writing, and is limited to (a) simulation of areas of up to twenty (20) hectares, (b) max. 100 simulations per source cell, and (c) a reduced feature set, as certain functions or output of the Software shall be disabled or unavailable during the Trial. The Trial is made available against payment of a nominal fee, as specified in the Proposal or at sign-up, and is provided on an "as-is" basis without the warranty in Section 11.2 or any SLA commitment, and may be modified, suspended or terminated by NATURE ANALYTICS at any time without liability. No Client Data generated during a Trial is guaranteed to be retained or migrated upon conversion to a paid Subscription unless expressly agreed.

3.4 Service Level and Technical Support.

3.4.1 Software Operation and License Key. NATURE ANALYTICS warrants that the on-premise Software will run properly on a Windows 11 operating system and that the license key issued to Client will function to activate and authorize access to the Software in accordance with the License Type and Subscription term purchased. This warranty is in addition to, and does not limit, the warranty in Section 11.2.

3.4.2 Technical Support. During each Subscription term, NATURE ANALYTICS will provide Client with up to a maximum of two (2) hours of technical support at no additional charge, resetting with each new Subscription term. Technical support is limited to issues relating to the operation of the Software itself, including reproducible errors or malfunctions in the software and unclarities in the description provided in the Software user manual or documentation. Technical support does not include, and NATURE ANALYTICS is not obligated to provide, assistance with the preprocessing of Client's input data, the postprocessing or interpretation of the Software's output, or any other consulting, training or professional services. Support requested beyond the scope of this Section 3.4.2 or beyond the two (2)-hour allowance may be provided by NATURE ANALYTICS at its discretion and shall be charged at NATURE ANALYTICS's standard rates in accordance with Sections 5.1 and 5.2, or as separately agreed as professional services under Section 5.6.

3.4.3 Trial Exclusion. The commitments in this Section 3.4 do not apply to the Trial described in Section 3.3, which is provided without warranty or SLA commitment as set out therein.

3.5 Digital Content – Right of Withdrawal. Where Client is acting as a consumer within the meaning of applicable EU consumer protection law (i.e., a natural person acting for purposes outside Client's trade, business, craft or profession) and is resident in the European Union, Client may ordinarily be entitled to a statutory right of withdrawal within fourteen (14) days of entering into the Contract. The Software constitutes digital content not supplied on a tangible medium. By proceeding to download the Software and/or retrieve the license key made available in NATURE ANALYTICS's client portal following payment, Client expressly requests and consents to NATURE ANALYTICS commencing performance of the Contract before expiry of the fourteen (14)-day withdrawal period, and acknowledges that Client thereby loses the right of withdrawal in accordance with Article 16(m) of Directive 2011/83/EU (and its implementing national legislation). This consent and acknowledgment will be separately confirmed by Client at the point of download or license key retrieval in the client portal, in addition to Client's acceptance of these Terms. Client's right of withdrawal accordingly expires immediately upon such download or retrieval of the license key. This Section 3.5 does not apply to Clients acting in a business, professional or institutional capacity, for whom no statutory right of withdrawal arises under the Contract.

4 Force Majeure

4.1 NATURE ANALYTICS fees and activity schedules are subject to fair adjustments in case of delays caused by the Client not providing necessary authorization, access, resources or by events or circumstances beyond NATURE ANALYTICS's control, such as fires, floods, earthquakes, strikes, disturbances, war, terrorism, threats of terrorism, force majeure, unforeseen circumstances, laws, decrees or regulations issued by any government authority, emergency situations, pandemics, safety measures or any other circumstance, including but not limited to unusual climatic conditions ("Unforeseen Circumstances or Force Majeure").

4.2 If NATURE ANALYTICS alone determines that, based on circumstances related to the Project, the health or safety of its personnel and/or subcontractors is or could be at risk during provision of Services, said circumstances shall constitute Force Majeure, and NATURE ANALYTICS shall have the right to take measures it considers necessary to protect its personnel at the Client's expense. If it is impossible for NATURE ANALYTICS to obtain Client authorization during an emergency situation that could affect health, safety, the environment or property, NATURE ANALYTICS may, at its discretion, act under threat of harm, injury or loss at the Client's expense.

5 Fees

5.1 Time and Materials. For Projects invoiced based on work hours and materials or on a reimbursable basis (time and materials modality), work carried out, costs and other expenses shall be invoiced to the Client as indicated in the Proposal or in schedules attached to the Terms. NATURE ANALYTICS rates are applicable to NATURE ANALYTICS employees and their related and/or affiliated companies or associates.

5.2 If rates are not established in the Proposal, standard NATURE ANALYTICS rates at the time Services are requested shall apply. If the Proposal establishes rates, these shall be applicable under the conditions indicated in the Proposal. NATURE ANALYTICS may, at its option, maintain prior rates temporarily but retains the right to apply Proposal rates within their validity.

5.3 In Projects with a time period of over twelve (12) months, rates shall automatically be adjusted according to the percentage increase for the previous twelve months established by the National Consumer Price Index in Switzerland.

5.4 Fixed Cost or Lump Sum Contract. If the Contract is carried out based on a fixed cost or Lump Sum and the Contract period is greater than twelve (12) months, said fixed cost is also subject to the percentage increase established by the National Consumer Price Index in Switzerland for the immediately preceding twelve-month period, beginning with the first month of the second year of the Contract period and annually thereafter.

5.5 Subscription Fees (Software). Software subscription fees are recurring and payable in advance in accordance with the Proposal. Subscription fees are nonrefundable except as expressly set out in the Proposal, the SLA, or these Terms. Usage-based or overage charges (storage, API calls, transactions) shall be invoiced in arrears or per the Proposal.

5.6 In Projects or Subscriptions where NATURE ANALYTICS provides onboarding, migration, customization or professional services, such services may be charged separately as set out in the Proposal; work defined as professional services is payable per the invoicing schedule in the Proposal.

5.7 Legal Appearances. If NATURE ANALYTICS personnel, associated partner companies or associates are called or summoned for depositions, examinations or court appearances in any dispute arising out of a Project, NATURE ANALYTICS intervention shall constitute a Service (unless NATURE ANALYTICS is one of the parties in the dispute); therefore, the Client shall pay NATURE ANALYTICS the standard rates in effect for such Services, in addition to related expenses.

5.8 Cost Estimates for Remediation or Compliance. If Services include (i) providing an estimate on the cost or potential cost of remediation, or (ii) estimating the cost of complying with environmental laws/regulations, NATURE ANALYTICS prepares such estimates based on experience and representative sampling; NATURE ANALYTICS provides no guarantee on accuracy given potential incomplete or inadequate information.

6 Taxes

6.1 If the Services covered by the Proposal are subject to taxes or rates (except income tax), these shall be charged to the Project and reimbursed by the Client. A charge for management and administration shall be added to Projects with third parties.

6.2 For Software and digital services, applicable VAT, digital service taxes or similar charges will be applied in accordance with applicable law and invoiced to the Client.

7 Invoicing and Payment

7.1 Within 5 business days of Client's delivery to NATURE ANALYTICS of a signed acceptance of the Proposal, Client will pay the amount stated in the Proposal as NATURE ANALYTICS's initial retainer for Project fees and expenses where applicable. Subscription invoices require payment in advance per the Proposal.

7.2 The Client shall pay each invoice within thirty (30) calendar days of its date of issuance, except when the Proposal indicates otherwise. All invoiced items refer exclusively to products and services. Value added tax or other applicable taxes shall be invoiced additionally and stated explicitly on any NATURE ANALYTICS invoice.

7.3 The Client shall make all payments in Swiss Francs by bank transfer or other means specified on the invoice. The Client may not make deductions, set-offs, retain or compensate any amounts from those due to NATURE ANALYTICS. Interest shall be applied to pending balances as of 30 days from the invoice date, at a monthly rate of 1.5% or the maximum rate permissible under Swiss law. NATURE ANALYTICS will apply payments first to accrued interest, then to unpaid balances.

7.4 In the event of separately charged reimbursable expenses or costs, a 20% administrative charge shall be applied unless otherwise agreed. NATURE ANALYTICS may apply merchant or subcontractor discounts at its discretion; such discounts are not required to be passed through to the Client.

7.5 For recurring Software billing, Client authorizes NATURE ANALYTICS to invoice automatically at each renewal and to charge the agreed payment method if applicable. NATURE ANALYTICS may suspend access for overdue payments following two (2) working days after notification of payment default. If NATURE ANALYTICS takes legal action and prevails, the Client shall reimburse NATURE ANALYTICS for all legal and debt recovery costs.

7.6 The Client shall pay NATURE ANALYTICS for Services rendered, regardless of whether the Services are destined in whole or in part to benefit a third party.

8 Termination

8.1 Contract may be terminated for cause by either Party through written notification, indicating the cause: (i) breach of a material obligation, (ii) bankruptcy, liquidation, seizure of assets or inability to meet debts, or (iii) designation of an administrator, trustee or similar official. Termination for cause shall be effective only if the terminated Party is notified in writing with at least ten (10) days' notice and given reasonable opportunity to cure the breach if curable.

8.2 Immediate Termination for Non-Payment. If the Client does not pay any invoice within two (2) working days after its expiration date and NATURE ANALYTICS has provided notice, NATURE ANALYTICS may terminate the Contract and stop work immediately.

8.3 Client Convenience Termination. The Client may terminate the Contract at its convenience without cause by giving NATURE ANALYTICS at least fifteen (15) working days' written notice. The Client shall pay all fees and expenses for Services provided to the date of termination and reasonable termination costs to NATURE ANALYTICS, including demobilization and third-party obligations incurred by NATURE ANALYTICS.

8.4 Software Termination and Suspension. NATURE ANALYTICS may suspend or terminate Subscription access for breach, non-payment, illegal use, export controls violations, or as required by law. Upon termination of a Subscription, access will be revoked and NATURE ANALYTICS may delete Client Data after the data retention period defined in the Proposal (standard retention: thirty (30) to ninety (90) days unless otherwise agreed). Fees for the Subscription term already due remain payable. NATURE ANALYTICS will, upon request prior to deletion and subject to payment, provide Client with an export of Client Data in commonly used formats and may offer migration services at additional cost.

9 Insurance

9.1 NATURE ANALYTICS shall take out insurance policies, or ensure collaborators and associates are covered by their own policies, for the following types of coverage, each with a liability limit of SFr 1,000,000 (except where Occupational Risk Insurance or equivalent coverage is required by applicable law): personal accident, civil liability and, if applicable, insurance for NATURE ANALYTICS property vehicles used by the Project.

9.2 By written agreement, NATURE ANALYTICS may take out and keep additional insurance coverage or increase policy limits at the Client's expense.

10 Indemnification

10.1 NATURE ANALYTICS Indemnity. NATURE ANALYTICS shall indemnify the Client, its affiliates and their directors, officials and employees from and against all liability, claims, suits, losses, damages and costs, including reasonable attorney's fees (collectively, "Damages") that arise from Contract execution to the extent the Damages are caused by negligence or wilful misconduct on NATURE ANALYTICS's part.

10.2 Client Indemnity. The Client shall indemnify NATURE ANALYTICS, its affiliates and their directors, officials, employees, associates and subcontractors for and against all Damages that arise from this Contract to the extent caused by negligence or wilful misconduct on the Client's part.

10.3 Software-specific Indemnity. The Client shall indemnify NATURE ANALYTICS against third-party claims arising from Client Data, Client's use of the Software in violation of law or these Terms, any infringement claim based on Client-provided materials or combinations of the Software with materials not supplied by NATURE ANALYTICS, or Client's unauthorized modifications. NATURE ANALYTICS will defend the Client against third-party claims alleging that the unmodified Software as provided infringes third-party intellectual property rights and will, at NATURE ANALYTICS's option, (a) procure the right to continue use, (b) replace or modify the Software to make it non-infringing, or (c) terminate the affected Service and refund a prorated portion of prepaid fees; such obligations are subject to Section 11 (Liability), and do not apply to infringements resulting from Client Data, Client modifications, or use with third-party products.

10.4 Preexisting Conditions. No NATURE ANALYTICS Indemnitee shall be held liable to a Client Indemnitee or third parties for creation, existence or disposal of any type of environmental threat, contamination or pollution, latent or manifest, or violation of law related thereto existing at the Site prior to initiation of Services ("Preexisting Condition") except to the extent such Preexisting Condition is exacerbated by negligence or wilful misconduct on NATURE ANALYTICS's part. The Client shall indemnify and defend NATURE ANALYTICS Indemnitees for all Damages related to a Preexisting Condition except as above. Likewise, NATURE ANALYTICS shall not be responsible for hazardous conditions, materials or contamination caused by Client Indemnitees or third parties at the Site after Services have been provided.

11 NATURE ANALYTICS Obligations; Warranty; Limitation of Liability

11.1 Standard of Care. NATURE ANALYTICS will exercise the degree of care, skill and expertise normally exercised under similar circumstances by professional consultants, environmental engineering, environmental management and Software providers performing substantially similar services at the same or similar locality as the Site. NATURE ANALYTICS does not warrant a specific result. NATURE ANALYTICS grants the Client the benefit of its best evaluation and judgment based on experience. Use of deliverables and any diagnosis, interpretation or recommendation provided by NATURE ANALYTICS is the sole responsibility of the Client.

11.2 Warranty for Software. NATURE ANALYTICS warrants that it will provide the Software materially in accordance with the Proposal and applicable SLA. NATURE ANALYTICS does not warrant that the Software will be uninterrupted or error-free. NATURE ANALYTICS will use commercially reasonable efforts to correct reproducible material defects reported by the Client in accordance with support procedures.

11.3 Limitation of Liability. To the fullest extent permitted by applicable law, NATURE ANALYTICS's maximum aggregate liability for breach of its obligations or any damage caused under this Contract shall be limited to the amount that has been paid by the Client to NATURE ANALYTICS for the Services contracted in the twelve (12) months preceding the event giving rise to the claim. For fixed-term Projects or Subscriptions of less than twelve months, the limit shall be the total fees paid under the Contract. This limitation applies to all causes of action, whether in contract, tort (including negligence) or otherwise.

11.4 Exclusion of Consequential Damages. Under no circumstances shall either Party be liable to the other for lost, delayed or diminished profits, income, business or production opportunities, special, indirect, incidental, punitive or consequential losses, or for lack of use, regardless of cause, even if the Party was advised of the possibility of such damages.

11.5 Allocation of Risk. The Client acknowledges that the price for the Services was determined taking into account the liability limits in this Section and that without such limitations the cost of Services would have been higher.

11.6 Data Protection Liability. Liability for breach of data protection law shall be subject to applicable mandatory rules and the limitation in Section 11.3 to the extent permitted by law.

12 Client Obligations

12.1 The Client must provide all assistance required by NATURE ANALYTICS related to the Services, including assistance specified in the Proposal. In particular, the Client shall provide NATURE ANALYTICS, as necessary: a. Reasonable means of entry and exit to the Site for NATURE ANALYTICS and its subcontractors, personnel, equipment and vehicles. b. A clean and safe space, free of obstacles within the Site for NATURE ANALYTICS personnel, equipment and vehicles. c. Specifications (maps, blueprints, land records) detailing construction and under- and above-ground facilities located at the Site that fall within NATURE ANALYTICS's scope. d. Approval of each specific location for intrusive work and identification of hidden or underground public services, structures, obstructions or sensitive conditions before NATURE ANALYTICS begins work; failure to do so indemnifies NATURE ANALYTICS for related damages. e. All data, codes, information, know-how and materials in the Client's possession required by NATURE ANALYTICS for Project execution. f. Timely decisions to prevent suspension or delay in Service provision.

12.2 Staff Poaching. For twelve (12) months after completion of Services, the Client shall not employ directly or indirectly any person who intervened in Services provision as a NATURE ANALYTICS employee, associate or subcontractor. In the event of default, Client agrees to indemnify NATURE ANALYTICS a sum equivalent to twenty-four (24) times the monthly salary of that individual at the time of termination or twenty-four (24) times the monthly fees paid by NATURE ANALYTICS if the person worked as an associate or subcontractor.

12.3 Reliance on Client Information. NATURE ANALYTICS has the right to rely, without independent investigation, on the accuracy and completeness of all information provided by or on behalf of the Client or any governmental agency. The Client agrees to review Proposals, designs, diagrams, blueprints, specifications, reports and other material prepared by NATURE ANALYTICS for accuracy and to provide any additional information that could affect the Services' accuracy.

12.4 Backup Responsibility. If Services include digital files or Software access, Client is responsible for making and retaining backups of its data unless otherwise agreed. NATURE ANALYTICS is not responsible for Client's failure to maintain backups.

13 Use of Name

13.1 The Client authorizes NATURE ANALYTICS to use the Client's name and a general Project description as a reference for future clients and projects unless the Client expressly requests otherwise in writing for confidentiality reasons.

14 Third-Party Independence

14.1 Except as provided in Clause 19.1, this Contract is intended to govern only the relationship between NATURE ANALYTICS and the Client and does not confer rights on third parties. The Services are carried out exclusively for the purposes described in the Proposal. If the Client provides NATURE ANALYTICS work product to third parties without NATURE ANALYTICS's prior written consent, the Client indemnifies NATURE ANALYTICS against any claims arising from such disclosure.

15 Divisibility

15.1 Each provision of this Agreement is distinct and separable. If one or more provisions are found invalid or unenforceable, the remaining provisions shall remain in full force and the Parties shall substitute the invalid provision with a valid provision as similar as possible.

16 Applicable Law and Jurisdiction

16.1 The Contract is governed by the laws of Switzerland. The courts of Bern shall have exclusive jurisdiction over disputes arising from the Contract. This jurisdiction is deemed the place of performance for all obligations. The Parties waive objections to such jurisdiction on grounds of inconvenient forum.

17 Interpretation

17.1 Singular includes plural and vice versa. Capital letters serve to facilitate text only. Reference to a specific item within a general category does not exclude similar items unless expressly stated.

18 Order of Precedence

18.1 The General Terms and Conditions and the NATURE ANALYTICS Proposal shall prevail over any other document or oral agreement between the Parties. If inconsistent, the NATURE ANALYTICS General Terms and Conditions shall prevail unless explicitly documented otherwise in the Proposal.

19 Miscellaneous

19.1 Third Parties and Client Parties. If Client engages NATURE ANALYTICS to provide Services on behalf of a third party (a "Client Party"), the Client represents it has authority to bind that Client Party to this Contract and that Client's acceptance binds the Client Party. The limitation of liability in Section 11.3 shall apply jointly but not severally to Client Indemnitees, Client Parties and third parties. If NATURE ANALYTICS agrees in writing to seek payment from a Client Party, the Client remains primarily responsible for payment and shall deliver documentation requested by NATURE ANALYTICS to validate relationships and tax requirements.

19.2 Entire Agreement. Upon Client acceptance, the Proposal together with these Terms constitute the entire Contract and supersede prior agreements.

19.3 Waiver and Amendment. A Contract provision may be waived, deleted or modified only by a document signed by the Parties.

19.4 Survival. Clauses 3, 5, 8, 9, 10, 11, 12, 13, 14, 19.1, 20.2, and other provisions that by nature are intended to survive termination, shall remain valid after Contract expiration or termination.

19.5 Printed Forms. Client may use its forms for convenience but any conflicting provision shall be void.

19.6 Notices. Notices under the Contract are acceptable if delivered to persons identified in the Proposal by personal delivery, certified mail with return receipt, internationally recognized courier, facsimile or e-mail with return receipt.

19.7 Enforcement Title. Amounts owed to NATURE ANALYTICS are payable on demand and grant NATURE ANALYTICS lawful enforceable title for debt recovery without need for prior judicial decision as permitted by law.

20 Additional Terms

20.1 Any additional provisions governing NATURE ANALYTICS Services shall form part of the Contract if NATURE ANALYTICS attaches them to these Terms.

20.2 Intellectual Property. Existing and additional expertise, know-how and any intellectual property developed by NATURE ANALYTICS during Service provision shall pertain solely and exclusively to NATURE ANALYTICS unless expressly agreed otherwise in writing and adequate payment is made. For Software, NATURE ANALYTICS retains all rights in the Software, underlying code, models, algorithms, documentation, tooling and analytics. Client is granted only the limited License described in the Proposal. Any transfer of IP rights requires a separate written agreement and payment.

21 Ethics Standards and Other Provisions

21.1 The Client and NATURE ANALYTICS shall observe the highest ethical standards during Contract performance. Definitions: a. "Corruption": offering, supplying, receiving or accepting anything of value or undue influence to obtain benefit or influence actions. b. "Fraud": distortion or suppression of facts to influence a process. c. "Collusion": agreement among suppliers to manipulate prices or competition. d. "Coercion": harming or threatening a person or property to influence participation or performance.

21.2 NATURE ANALYTICS may terminate the Contract and take appropriate action, including legal sanctions, if the Client participates in corrupt, fraudulent, collusive or coercive practices during selection or Contract performance.

21.3 The Client may terminate the Contract and take appropriate action (including legal sanctions) if NATURE ANALYTICS participates in corrupt, fraudulent, collusive or coercive practices during selection or Contract performance.