STANDARD TERMS AND CONDITIONS OF SALE

1. Formation and precedence

1.1. These terms apply to all quotations, purchase orders, and contracts for the supply of goods and/or services by ICECAP Systems (“Supplier”) to a business customer (“Client”).

1.2. Client’s purchasing terms are expressly excluded. Any variation is valid only if agreed in writing and signed by both parties.

1.3. Order of precedence (highest to lowest): (a) the signed quotation or order form (the “Quote”); (b) any data processing agreement or statement of work; (c) these Terms; (d) any referenced policies.

2. Prices, taxes and VAT

2.1. Prices are exclusive of VAT, duties, and other taxes. Maltese VAT will be added where applicable. For cross-border B2B supplies within the EU, the reverse-charge mechanism may apply; Client remains responsible for any self-assessment obligations under applicable VAT rules.

2.2. Payments shall be made in full, free and clear of set-off or counterclaim. If any law requires withholding or deduction, Client shall gross-up the payment so ICECAP Systems receives the amount that would have been received absent such withholding, and shall promptly provide evidence of the remittance.

3. Invoicing and payment

3.1. Unless stated otherwise in the Quote, invoices are due 30 calendar days from invoice date.

3.2. If the Client fails to pay by the due date, ICECAP Systems will first send a written payment reminder. If payment is not received within 7 calendar days after that reminder, (a) late-payment interest accrues automatically from the day after the original due date at the statutory rate applicable in Malta (the ECB main refinancing rate + eight (8) percentage points, simple interest), (b) a fixed €40 recovery charge becomes payable, and (c) ICECAP Systems may suspend performance until all overdue amounts are settled. Reasonable additional recovery costs are also recoverable as permitted by law.

3.3. ICECAP Systems may suspend performance (and/or delivery of any license keys, documents, or equipment) while any overdue amount remains unpaid.

4. Delivery, risk and acceptance

4.1. Delivery and performance dates are estimates; time is not of the essence unless expressly stated in the Quote.

4.2. For goods, risk passes on delivery to Client’s carrier or site (as per the Quote). Title passes on full payment. ICECAP Systems retains title until then (retention of title).

4.3. Acceptance: Client will review deliverables promptly. Unless Client sends a written, reasonable non-conformance notice within 15 business days of delivery (or completion for services), the deliverables are deemed accepted.

5. Services standard and warranty

5.1. ICECAP Systems will perform services with reasonable skill and care, in accordance with industry practice and the Quote.

5.2. Services are obligations of means, not of result. For any substantiated non-conformity reported within 30 days of delivery, ICECAP Systems will re-perform or otherwise remedy within a reasonable time—this is the sole warranty and exclusive remedy for services.

5.3. Goods (if supplied) carry any manufacturer warranty stated in the Quote; otherwise they are supplied “as is” to the extent permitted by law.

6. Intellectual property

6.1. Each party retains ownership of its pre-existing IP and background materials.

6.2. Except for ICECAP Systems’ pre-existing intellectual property and background materials (which remain the property of ICECAP Systems), and subject to full payment, ICECAP Systems grants the Client a non-exclusive, worldwide, royalty-free licence to:

(a) use the deliverables for the Client’s business purposes;

(b) incorporate and use the deliverables (including any ICECAP Systems-supplied devices and embedded software/firmware) within the Client’s own projects or products; and

6.3. Open-source components, if any, are licensed under their respective licences as notified or included with the deliverables.

7. Confidentiality & trade secrets

7.1. Information disclosed by a party and marked confidential (or that is reasonably confidential by nature) must be kept confidential and used only to perform the contract.

7.2. The parties acknowledge protection of trade secrets under Malta’s Trade Secrets Act (Cap. 589); each party will take reasonable steps to preserve secrecy and prevent unauthorised use or disclosure.

8. Data protection (GDPR)

8.1. If ICECAP Systems processes personal data for Client, the parties will enter into a Data Processing Agreement compliant with GDPR Article 28 and Malta’s Data Protection Act (Cap. 586).

8.2. Each party will comply with applicable data protection laws as an independent controller for its own processing.

9. Compliance (export controls & sanctions)

9.1. Client shall not use, export, re-export, or transfer deliverables in breach of EU dual-use controls (Regulation (EU) 2021/821) or applicable UN/EU sanctions as implemented in Malta (National Interest (Enabling Powers) Act). Client is responsible for obtaining any required licences.

10. Liability

10.1. Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; or any liability that cannot lawfully be limited or excluded. To the extent such limitation is not permitted by applicable law, liability for gross negligence is also not limited.

10.2. Subject to clause 10.1, neither party is liable for indirect or consequential losses, including loss of profit, revenue, business, goodwill, or data, whether foreseeable or not.

10.3. Subject to clause 10.1, the aggregate liability of ICECAP Systems arising out of or in connection with a Quote or these Terms is capped at the total fees paid or payable by the Client to ICECAP Systems under that Quote in the 12 months preceding the event giving rise to the claim.aim.

11. Termination

11.1. Either party may terminate for material breach not remedied within 30 days of written notice, or immediately if the other becomes insolvent.

11.2. ICECAP Systems may terminate or suspend for non-payment persisting 15 days after written notice.

12. Force majeure

12.1. Neither party is liable for delay or failure due to events beyond reasonable control (including supply-chain disruption, epidemic, cyber incident, export restrictions, or sanctions changes). Affected obligations are suspended for the duration; if the event persists over 60 days, either party may terminate on written notice.

13. Notices

13.1. Notices must be in writing and sent to the addresses in the Quote. Email is valid if sent to the notified legal/contract address and receipt is system-acknowledged or not rejected within 24 hours.

13.2. Service by registered mail or courier is deemed delivered on signature or on first delivery attempt.

14. Subcontracting and assignment

14.1. ICECAP Systems may subcontract, remaining responsible for subcontractor performance.

14.2. Neither party may assign the contract without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee assumes all obligations.

15. Non-solicitation

15.1. During the term and 6 months thereafter, Client will not solicit for employment any ICECAP Systems personnel directly involved in the engagement, save for general public recruitment.

16. Entire agreement; changes; severability; no waiver

16.1. The contract (including the Quote and these Terms) is the entire agreement and supersedes prior discussions.

16.2. Changes must be in a written document signed by both parties.

16.3. If any term is held invalid, the remainder remains effective, and the parties will replace the invalid term with a lawful one closest to the original intent.

16.4. A failure to enforce is not a waiver.

17. Governing law and forum

17.1. This contract is governed by the laws of Malta, excluding conflict-of-law rules.

17.2. The courts of Malta shall have exclusive jurisdiction.