TERMS AND CONDITIONS OF THE SERVICES

Definitions

• General Terms and Conditions: The General Terms and Conditions set out the general legal framework of the commercial relationship between Banana Scripts LLC and its customers. They take supplementary applications to all annexes and together with them form the “Contractual Terms”. 
• Continuing obligation: Continuing obligations are defined as permanent or recurring performances rendered over an extended period of time.
• Indirect taxes: Indirect taxes include taxes, levies, charges, penalties, or other taxes, and withholding taxes.
• Individual contract: The individual contract is the individually negotiated agreement between Banana Script and the Customer concerned with Banana Script providing the specific services to the Customer. It is usually defined in the specific offer/quotation documents. 
• Customer: The Customer is the party with whom Banana Script contracts in the individual contract. 
•  Banana Script: Banana Script is the company that is defined in the individual contract and with whom the Customer contracts.
• Contractual Terms: Contractual Terms means the contractual terms which are comprised of the following components: General Terms and Conditions Annexes.
• Service: Service means the totality of all performances deliverable by Banana Script under the individual contract. 
• Confidential Information: Confidential information means information that is designated as confidential or whose confidentiality results from the relevant circumstances. This includes, in particular, financial, technical, commercial and legal in- formation. It also includes information that relates to business activities, employees or management staff, as well as information that relates to a contracting party or its affiliated companies within a corporate group. 

General Terms and Conditions 

The General Terms and Conditions set out the general legal framework of the commercial relationship between Banana Script and its customers. They apply to all contractual documents, and together with them form the “Contractual Terms”.

Intellectual Property
All content published and made available on our Site is the property of Banana Script LLC and the Site’s creators. This includes, but is not limited to images, text, logos, documents, downloadable files and anything that contributes to the composition of our Site.

Acceptable Use
As a user of our Site, you agree to use our Site legally, not to use our Site for illegal purposes, and not to:

• Harass or mistreat other users of our Site;
• Violate the rights of other users of our Site;
• Violate the intellectual property rights of the Site owners or any third party to the Site;
• Hack into the account of another user of the Site; or
• Act in any way that could be considered fraudulent.

If we believe you are using our Site illegally or in a manner that violates these Terms and Conditions, we reserve the right to limit, suspend or terminate your access to our Site. We also reserve the right to take any legal steps necessary to prevent you from accessing our Site.

Performance of services and performing personnel 

1. Banana Script will determine the personnel involved in the provision of its services at its reasonable discretion. The Customer may only request the replacement of specific persons for important reasons. 
2. Banana Script is authorized to involve subcontractors in the performance of its services,their involvement shall be strictly subject to the conditions agreed in the Standard Contractual Clauses. 
3. Distinguishable partial services are deemed owed in separate deliveries by Banana Script. 

Dates

1. Dates requested unilaterally from the Customer (e.g. in a purchase order) are considered preferred delivery dates. This also applies in cases where Banana Script does not expressly object against specific delivery dates requested by the Customer. Only delivery dates that have been mutually agreed are legally binding on Banana Script.
2. Binding delivery dates shall be automatically postponed by a reasonable period of time for restarting operations if:

   a) The Customer, or a third-party attributable to the Customer, has failed to duly satisfy its contractual obligations to cooperate.
   b)Other impediments (e.g. force majeure, network failure etc.) occur that are outside of Banana Script’s sphere of control and therefore are not attributable to Banana Script’s responsibility. 

Guarantees
The following guarantees apply to our services:

• Banana Script will initially attempt to rectify a technical defect by rendering subsequent performance. Banana Script may at its sole discretion render subsequent performance ways.
• Banana Script’s warranty for software defects is conditional on the Customer using the software for the intended purpose and in the agreed way and manner.
• The Customer shall report defective software and/or the associated documentation to Banana Script without delay. The Customer may grant Banana Acript a reasonable grace period to render subsequent performance in the case of a significant defect, as well as a reasonable additional grace period in the event of unsuccessful subsequent performance.
• Banana Script may require the Client to pay a reasonable compensation for troubleshooting efforts carried out by Banana Script outside of its contractual obligations and the Client’s express request. This applies in cases as:

1. A notified material defect cannot be evidenced, and the fact that it cannot be evidenced was foreseeable when considering the prevailing circumstances.
2. The notified defect does not concern a material defect attributable to Banana Script, but rather falls within the Customer’s responsibility.
3. The Customer uses the software for purposes other than the intended purpose and/or not in the agreed way and manner.
4. The defect report was made after the

Prices and payment terms

1. The prices quoted for the provision of services by Banana Script are exclusive of any relevant indirect taxes. 
2. Payments shall be made by bank transfer. Payments by bank transfer must be made within 15 days from the date the invoice is received by the Customer. Invoices will be issued to the e-mail address provided by the Customer. The Customer undertakes to promptly notify Banana Script of any change in the e-mail address. 
3. In the case of a payment default, Banana Script shall be entitled to charge default interest at a rate of 9% p.a. above the relevant base interest rate. Banana Script may also temporarily suspend its services until full payment has been received. 

Customer’s obligations to cooperate 

1. The Customer shall provide the agreed prerequisites for the provision of services by Banana Script in due time. The Customer’s obligations to cooperate include but are not limited to the following obligations:
   a) The Customer undertakes to notify Banana Script of the details of all necessary contact persons and any changes to them.
   b) The Customer shall assure that knowledgeable persons authorized to make decisions are available at the agreed dates and enable Banana Script to carry out the works.
   c) The Customer shall grant Banana Script the right and give Banana Script the opportunity to use the systems and data of the Customer or a third party involved by the Customer and, in as far as required for the provi- sion of services by Banana Script and not opposed by any important reasons, allow for access to said data in the Customer’s network via remote access.
   d) The Customer shall make access and use of information, documents, or other information available in a suitable format as required for the provision of the services.
   e) The Customer shall monitor the software within its possibilities (e.g. by verifying the results) and report any malfunctions and/or defects that afflict the services delivered by Banana Script in a manner that adheres to the requirements set out in the Terms for Software Maintenance and Support. 

Links to Other Websites
Our Site contains links to third party websites or services that we do not own or control. We are not responsible for the content, policies, or practices of any third party website or service linked to on our Site. It is your responsibility to read the terms and conditions and privacy policies of these third party websites before using these sites.

Limitation of Liability
Banana Script LLC and our directors, officers, agents, employees, subsidiaries, and affiliates will not be liable for any actions, claims, losses, damages, liabilities and expenses including legal fees from your use of the Site.

Non-Disclosure 

1. Banana Script and the Customer undertake to treat all confidential information of the other party obtained in connection with the contractual relationship and its performance confidential during the term of the cooperation and for an additional period of three (3) years after its termination, not to disclose them to third parties, and to only use them for purposes related to the performance of the respective contractual relationship. Employees and advisors or consultants, who are subject to a non-disclosure obligation with similar provisions, as well as companies affiliated with the contracting parties are not deemed third parties for the purposes of this provision.

1. The non-disclosure obligation does not apply to confidential information that:
   a) was or became part of the public domain at the time of being disclosed to the other Party or thereafter without a breach of this non-disclosure obligation,
   b) was acquired without breaching the non-disclosure obligation by the other Party from a third party who was not bound by confidentiality,
   c) was independently developed by the other Party,
   d) has been expressly released for disclosure by the other Party, or
   e) must be disclosed under cogent law or by virtue of a judicial or administrative order.

Indemnity
Except where prohibited by law, by using his Site www.bananascript.io  you indemnify and hold harmless Banana Script LLC and our directors, officers, agents, employees, subsidiaries, and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of your use of our Site or your violation of these Terms and Conditions.

Applicable Law
These Terms and Conditions are governed by the laws of the State of Delaware.

Severability
If at any time any of the provisions set forth in these Terms and Conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these Terms and Conditions. All other provisions will not be affected by the removal and the rest of these Terms and Conditions will still be considered valid.

Changes
These Terms and Conditions may be amended from time to time in order to maintain compliance with the law and to reflect any changes to the way we operate and the way we expect users to behave on our Site. 

Contact Details
Please contact us if you have any questions or concerns. Our contact details are as follows:

+1 (669) 900-5227
info@bananascript.io
1603 Capitol Ave Ste 413A No. 2932 Cheyenne WY 82001, United States

You can also contact us through the Contact Us form available on our Site www.bananascript.io 

Effective Date: 12th day of July, 2023