General Terms and Conditions (GTCs)

§ 1 Scope of application

1.1 WeLean GmbH provides consulting and support services in the areas of lean management, process and project management as well as development and customization services (hereinafter collectively "Services"). These General Terms and Conditions (hereinafter collectively referred to as "GTC") govern the provision of services by WeLean for Lean implementation and the introduction of our Lean software within the scope of service contracts. In the case of contracts for work and services, the Special Terms and Conditions for Contracts for Work and Services (hereinafter "BB-Werk") shall also apply.

1.2 WeLean shall provide services exclusively in accordance with these GTC and, in the case of contracts for work and services, additionally in accordance with the BB-Werk. The customer's contractual terms and conditions shall not apply, even if WeLean does not expressly object to them and performs the contract.

1.3 These GTC as amended from time to time shall also apply to all future business relations between WeLean and the customer, even if no reference is made to them again.

1.4 WeLean shall only use these GTC vis-à-vis entrepreneurs within the scope of its business activities.

§ 2 Conclusion of contract, scope of services and quality

2.1 Offers made by WeLean are subject to change and non-binding unless they are expressly designated as binding or they are made for a limited period of time. A contract for services is concluded either by signing it or by written confirmation of the order by WeLean or by WeLean executing the contract.

2.2 The scope, type and quality of WeLean's services shall generally be determined by the contract concluded and, unless otherwise agreed, by the project documents and other appendices designated as binding and, in the case of work performances, by the specifications (see § 1 of the BB-Werk). Other information is only binding if WeLean has confirmed it as binding in writing.

2.3 WeLean shall provide the services in the contractually agreed quality and in accordance with the state of the art at the time the contract is concluded. The customer's specifications must be made in writing.

2.4 WeLean may prepare notes of discussions for the purpose of specifying or changing contractual circumstances, in particular the subject matter of the service. The notes shall be binding on both parties if WeLean provides them to the customer and the customer does not object to them in writing within one week, stating the reasons. WeLean shall inform the customer of this effect in each case.

2.5 Information and representations in product and project descriptions, documentation, etc. do not constitute a warranty declaration by WeLean for the quality of work results, projects or services unless WeLean expressly declares this in writing.

2.6 Insofar as WeLean carries out developments according to the customer's specifications or insofar as WeLean integrates computer programs or other components of third parties or of the customer itself into developments or adapts its own developments to the specified components, WeLean shall not assume any responsibility for the technical and legal properties of these third-party components. In particular, the customer shall indemnify WeLean against claims for damages asserted by third parties against WeLean for infringement of third-party patents, copyrights, trademarks or other industrial property rights.

2.7 WeLean shall be free to use subcontractors in the performance of the services.

§ 3 Cooperation of the customer

3.1 The customer shall provide WeLean in a timely manner with all information required for the performance of the contract, shall inspect the work results in a timely manner, and shall immediately give notice of any malfunctions and defects in writing, describing the defect in detail. This obligation shall be based on the customer's ability to identify and name defects. WeLean shall in no case waive the objection of delayed examination and notification.

3.2 To the extent that it is necessary or useful for the performance of the contract, the customer shall support WeLean in the performance of the contract free of charge by providing in a timely manner and to the extent necessary, e.g., employees, work rooms, the corresponding IT environment, telecommunications equipment and data, and by cooperating in specifications, tests, acceptances, etc.. The customer shall designate a contact person for WeLean who is authorized to make and receive the binding declarations required to execute the contract.

3.3 The Customer shall thoroughly test all work results, developments and adaptations for freedom from defects and for usability in the specific situation before commencing operational use. He shall, in accordance with the state of the art, back up his data, check the programs, carry out fault diagnoses and take other appropriate back-up precautions.

3.4 In the case of software implementation projects, it is a prerequisite for the provision of WeLean's services that the infrastructure provided by the customer as well as the software to be provided by the customer run smoothly, both individually and in interaction, and that in particular the network complies with the manufacturer's specifications for the respective software and allows operation without restrictions.

3.5 If the customer fails to comply with its obligations to cooperate, WeLean shall be entitled to withhold performance; other rights of WeLean shall remain unaffected. If WeLean nevertheless performs, the additional expense shall be invoiced in accordance with the applicable price list. This also applies to the additional expense incurred by WeLean due to the fact that work must be repeated as a result of incorrect, incomplete or subsequently corrected information provided by the customer.

§ 4 Performance dates, delays

4.1 Delivery and performance deadlines shall be extended by the period during which WeLean is prevented from performing the services due to circumstances for which it is not responsible (e.g. labor disputes occurring through no fault of WeLean, force majeure, breakdowns of employees, hardware or non-delivery by suppliers) and by a reasonable start-up period after the hindrance. The same applies to the period during which WeLean is waiting for information, cooperative actions or for a decision by the customer on a supplementary offer.

4.2 Except for payment obligations, WeLean shall only be in default by issuing a reminder. Reminders and setting of deadlines by the customer must be in writing to be effective. Deadlines set by the customer for performance or subsequent performance must be reasonable; as a rule, they may not be shorter than 10 working days.

4.3 If the customer is responsible for a project or contract disruption, WeLean shall invoice the additional costs in accordance with the applicable price list.

§ 5 Remuneration, terms of payment, set-off

5.1 The remuneration for the services provided shall be based on the contract concluded for the services or WeLean's order confirmation. Unless the contractual partners have agreed otherwise, remuneration shall be based on time and effort in the form of daily rates in accordance with WeLean's price list as amended from time to time.

5.2 Unless otherwise agreed, the daily rates cover a working time of 8 hours. Any work performed in excess of this per day shall be remunerated on a pro rata basis. A 50% surcharge shall be added for weekend and holiday work as well as for night work (from 8:00 p.m.). Travel time of WeLean's employees to and from the customer's place of business as well as services provided by WeLean at other locations at the customer's request shall be charged by WeLean for the travel time of the respective employees at 50% of the pro rata agreed daily rate. Costs for expenses, travel costs and overnight stays will be invoiced separately. Car travel will be charged according to the respective valid price list, travel by public transport (train 1st class, airplane business class) and overnight expenses will be charged according to expenditure, meals will be charged as a lump sum according to the respective valid maximum tax rates.

5.3 The services rendered (with the exception of agreed fixed prices) shall be invoiced monthly. Unless otherwise agreed, fixed prices shall generally be invoiced 1/3 after conclusion of the contract, 1/3 after the first agreed milestone has been reached and 1/3 after the service has been rendered. Payments are due within 14 days of the invoice date without deduction. The relevant date is the date on which WeLean can dispose of the payment.

5.4 All amounts are net amounts to which the applicable statutory value added tax as well as any levies and customs duties shall be added.

5.5 WeLean may claim default interest in the amount of 10% above the base interest rate as damages for default. WeLean may prove a higher damage caused by default, the customer a lower one (but not below the statutory default interest rate). If the customer is more than two weeks in arrears with a payment, WeLean is entitled to stop providing any further deliveries and services until payment is made. WeLean shall notify the customer of this in writing before discontinuing deliveries and services.

5.6 The customer may only set off claims from the same individual contract/order that are undisputed or have become res judicata. The customer shall only be entitled to a right of retention or the defense of non-performance within this contractual relationship and only in the event that WeLean itself has committed a gross breach of contract or has already received the portion of the remuneration for a defective performance that corresponds to the value of the performance, or if the customer's counterclaim has been legally established or is undisputed.

§ 6 Copyrights and rights of use

6.1 The customer shall be granted the non-exclusive right, unlimited in time and space, to use the work results created for the customer (process systems and plans, evaluations, analyses, planning and concept documents, in particular software as well as associated documentation, reports, drawings, etc.) for its own purposes, in its own operations and to the contractually agreed extent. The scope of the rights of use for work results, in particular software, obtained from third parties shall be determined primarily by their terms of use, which WeLean shall make available to the customer. For such work results developed by WeLean itself and, in addition, for work results obtained from third parties, the terms and conditions set forth in the following paragraphs shall apply.

6.2 The Customer may load software and work results into the working memories and onto the hard disks of the contractually determined type and number of computers within the defined network and use them at the number and type of workstations determined there. Within the scope of the contractual use, he shall be entitled to copy the software, to make the necessary backup copies, which shall be designated as such, and to use the documentation supplied with the software. Leasing, transfer or use by and for third parties, timesharing use, use within the scope of online services (ASP) and data center activities or any other use of the software for third parties against payment or free of charge are generally not permitted without the consent of WeLean. Unless otherwise agreed, the customer shall receive software exclusively in the executable version (machine program).

6.3 All other types of exploitation, in particular the translation, adaptation, arrangement, other reworking and distribution of software and other work results require the consent of WeLean. The copyright notices, other reservations of rights, serial numbers and other features contained in the software and other work results may not be changed or made unrecognizable.

6.4 The customer may only sell the software and other work results to third parties with WeLean's written permission. WeLean will grant permission if the customer assures WeLean in writing prior to the transfer that it will cease using the software and other work results permanently and has not retained any copies and if the third party undertakes in writing to WeLean to comply with the contractual rules of use and transfer.

6.5 The contractual partners shall be free to expressly designate individual individually programmed software and other work results as "exclusive material" by mutual agreement. In this case, the Customer shall receive the exclusive, transferable, irrevocable and temporally, spatially and factually unrestricted right of use and ownership. In this case, the customer shall be entitled to reproduce, translate, revise, distribute, make available for distribution to third parties, demonstrate, commercially exploit and publicly report on software and other work results. The customer shall receive copies or originals of the source code including the development documentation and all other documents. However, WeLean shall not be prevented from developing and providing to third parties for use materials, software and work results that are similar to the exclusive material provided to the customer. In all other respects, the rules of use contained in this paragraph shall apply mutatis mutandis to work results not designated as Exclusive Material.

6.6 If WeLean supplies the customer with software created by third parties, the customer shall generally be granted rights of use of the type and to the extent that corresponds to the license terms and conditions of use of the third parties.

6.7 WeLean grants the aforementioned rights of use subject to the condition precedent of full settlement of all claims. WeLean may revoke the granting of the rights of use for good cause. Good cause shall be deemed to exist in particular if the customer defaults on payment of a substantial amount for a period of more than one month, fails to comply with these Terms of Use or violates the confidentiality obligation pursuant to § 9 and does not immediately cease such conduct even after a written warning with a threat of revocation or, in the event of imminent danger, even without such warning. In the event of revocation, the customer shall surrender the software and other work results in the original and, if applicable, in copies and delete stored versions. Upon request by WeLean, the customer shall provide written assurance of the surrender and deletion.

6.8 Except in the case of the granting of exclusive rights of use, the customer shall notify WeLean in writing without delay if third parties wish to access the software or work results; the customer shall inform third parties of WeLean's ownership of the rights and of its own rights of use, which may be only conditional and limited.

6.9 If WeLean does not hand over the software to the customer but merely acts as the host of the cloud-based application, the additional order processing agreement in accordance with the contract appendix shall come into force. In addition to the data ownership rights, the security standards on the part of WeLean and possible subcontractors are also regulated there.

§ 7 Warranty/Deficiency Claims

7.1 The following provisions for claims for defects/warranty apply to services provided by WeLean on the basis of purchase contracts or contracts for work and services. If the services are subject to service contract law, WeLean may also demand the application of the following provisions in the case of defined delimitable work results.

7.2 Errors within the meaning of the warranty are exclusively reproducible errors whose cause lies in quality defects in the services provided by WeLean, including the services obtained by WeLean from subcontractors or WeLean's own program modules. Therefore, a defect is not a functional impairment resulting from hardware defects, defects in the standard software, environmental conditions, incorrect operation, defective data, etc. WeLean points out that even minor changes to the software can lead to significant, unforeseeable disruptions in the operation of the program in question and other programs. The customer is therefore expressly warned against unauthorized changes to the programs; in this respect, the customer bears the risk alone.

7.3 The customer shall inspect all services provided by WeLean without delay and give notice of defects in writing, describing them in detail. The customer's project manager shall, within reason, take all necessary measures to identify, isolate and document defects. This includes preparing a defect report, system logs and memory dumps if necessary, providing the affected input and output data, interim and test results and other documentation suitable for illustrating the defect. In the event of a warranty claim, the customer shall provide WeLean with all available information and support the elimination of the defect.

7.4 WeLean may first provide warranty by supplementary performance. WeLean may choose to remedy the defect by providing a new program or documentation version or by showing WeLean ways to avoid the effects of the defect. Not in every case is complete elimination of the error possible through supplementary performance. The customer shall also accept a new program status if this leads to an acceptable adaptation effort.

7.5 Errors shall be classified by the contracting parties as follows:
- Category 1: The service cannot be used. The error cannot be circumvented by organizational or other economically justifiable means.
- Category 2: The use of the service is impaired, but can essentially take place. The error can be circumvented with organizational and other economically justifiable aids.
- Category 3: The error has no significant impact on the functionality and usability of the service. The use of the service is not or only insignificantly restricted.

7.6 If subsequent performance finally fails after more than two attempts despite a reasonable follow-up period set in writing, the customer shall have the right, at its option, to reduce the remuneration or to rescind the contract. Other warranty rights are excluded, such as reimbursement of expenses for defect rectification by third parties, new delivery, contract costs.

7.7 If the cause of the defect cannot be identified by the customer, WeLean shall investigate the cause of the defect. If WeLean proves that the defect cannot be attributed to it, in particular because unsuitable hardware has been used or the defect is due to intervention by the customer, WeLean may demand reimbursement of expenses for its services.

7.8 In the event of a breach of duty by WeLean, the customer may only claim damages instead of the entire performance and withdraw from the contract if the customer has specifically named the complaint and given specific notice of the breach of contract to WeLean, insofar as the setting of a deadline by the customer for the performance or subsequent performance is required by law and is not dispensable in the individual case. Furthermore, the customer must have threatened, together with the setting of a deadline, to reject WeLean's performance after unsuccessful expiry of the deadline and to claim damages instead of performance and/or to withdraw from the contract. If WeLean responds to the customer's request to remedy the disruption, the customer shall, in order to avoid legal uncertainty, declare definitively within 10 working days after the expiry of the deadline set, at WeLean's request, whether it will adhere to the existing contract.

7.9 If third parties assert property rights against the customer, the customer shall inform WeLean in writing without delay. WeLean shall, at its discretion and in consultation with the customer, defend or satisfy the claims. WeLean may replace the affected services with equivalent services that comply with the contractual provisions if this is acceptable to the customer. The customer may not of its own accord acknowledge the claims of third parties. WeLean shall defend itself against the claims of third parties at its own expense and indemnify the customer against all costs and damages associated with the defense of the claim, whereby the indemnification shall be limited by the provision in § 8 (Liability) and insofar as the damages are not based on conduct by the customer in breach of duty.

7.10 The limitation period for claims of the customer is:
- for material defects 1 year;
- in case of defects of title 1 year, if the defect of title does not lie in a right in rem of a third party, on the basis of which the delivered equipment or software can be reclaimed, and
- otherwise in accordance with the statutory regulation.

If a material defect or defect of title was deliberately concealed or if there is intent, fraudulent intent or gross negligence, the statutory limitation period shall also apply.

§ 8 Liability

8.1 The following provisions under 8.2 to 8.6 shall apply equally to claims of the customer for damages and/or reimbursement of futile expenses, irrespective of the legal nature of the claim.

8.2 WeLean shall be liable for simple negligence, in the event of default, impossibility and other forms of fault-based liability only if an obligation is breached, compliance with which is essential for achieving the purpose of the contract (cardinal obligation), as follows:

- Liability shall be limited in nature to such damages as could typically be expected to occur within the scope of this contract at the time of the conclusion of the contract.
- Liability for financial loss is excluded.
- The liability is limited to 50 % of the contract value and a maximum of 150 TEUR per claim and in total to a maximum of 100 % of the contract value and a maximum of 500 TEUR.
- The cumulative claims under warranty and liability are limited in amount to a maximum of 100 % of the contract value and a maximum of 500 TEUR.

8.3 WeLean shall be liable without limitation only for the gross negligence of its legal representatives and/or executive employees and/or for intent. WeLean shall be liable for the gross negligence of other employees and/or vicarious agents only to the extent and in accordance with the liability for ordinary negligence pursuant to § 8.2. Notwithstanding the above provisions, WeLean shall be liable for damages caused by delay due to gross negligence to 100 % of the contract value and absolutely up to a maximum of EUR 750k.

8.4 Liability for loss of data shall be limited to the typical recovery costs that would have been incurred in the event of regular and risk-compliant data backup measures. Otherwise, § 254 BGB (German Civil Code) shall apply to defective data backups by the customer.

8.5 If WeLean also provides software as a hoster, the order processing agreement attached to the contract shall also apply.

8.6 Liability for damages arising from injury to life, limb or health, under the Product Liability Act, due to the absence of warranted characteristics or the non-existence of the guaranteed quality and/or due to guarantees within the meaning of § 443 BGB or § 639 BGB shall remain unaffected by the above provisions.

§ 9 Secrecy, Safekeeping

9.1 The contracting parties undertake to treat as confidential all information and documents they receive or become aware of from the other contracting party during the performance of the contract. They may not be made accessible to third parties not involved in the performance of the contract. The contractual partners shall store and secure these items in such a way that misuse by third parties is excluded.

9.2 Information and documents which were generally known and accessible at the time of disclosure or which were already known to the receiving contractual partner at the time of disclosure or which were legitimately made accessible to it by third parties shall not be covered by the confidentiality obligation. The confidentiality obligation shall also apply beyond the date of termination of this Agreement.

9.3 WeLean shall be permitted to use project names and customers for marketing purposes.

§ 10 End of contract, termination

10.1 Contracts for work and services may be terminated by the Customer at any time. In this case, the statutory regulation (§ 649 BGB) shall apply.

10.2 In the case of continuing obligations without a defined end of the contract, either party may terminate the contract by giving three months' written notice to the end of the month, unless otherwise agreed in the contract.

10.3 Either party may terminate the contractual relationship for good cause. The termination must be in writing in order to be effective. Good cause shall be deemed to exist in particular if the other contracting party ceases its payments, if it files for insolvency proceedings or comparable statutory proceedings, or if such proceedings are opened or their opening is rejected for lack of assets;
claims of the other contracting party are attached and the attachment is not lifted within two weeks.
Termination for cause must be preceded by a written warning with a threat of termination and the setting of a deadline, unless the delay would be unreasonable for the terminating party.

§ 11 Arbitration

11.1 In the event of any disputes in connection with the contractual relationship which they are unable to settle among themselves, the contracting parties agree to call upon the arbitration board of the German Association for Law and Information Technology (Deutsche Gesellschaft für Recht und Informatik e.V.). (Schöne Aussicht 30, 61348 Bad Homburg) in order to settle the dispute in whole or in part, either provisionally or finally. The contracting parties assume that the arbitration rules are fair and balanced, that the arbitrators are neutral, that the arbitration does not lead to binding findings of fact, and that legal recourse to the state courts remains open.

11.2 In order to enable the mediation, the contracting parties shall mutually waive the defense of the statute of limitations for all claims arising from the disputed facts of life from the request for mediation until one month after the end of the mediation proceedings. The waiver shall suspend the statute of limitations.

§ 12 Final provisions

12.1 The customer's data that has become known in the course of the contractual relationship may be stored at WeLean for internal purposes.

12.2 All amendments and supplements to the contract must be made in writing to be effective. This written form requirement may itself only be waived expressly and in writing by the contracting parties. The contractual partners shall also satisfy the written form requirement by sending documents by fax and by e-mail. Annexes are an integral part of the contract.

12.3 Should any provision of these GTC or of the contract be or become invalid or incomplete, the remaining content of the contractual relationship shall not be affected. The contracting parties shall replace the invalid provision with a provision that comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally effective manner. The same shall apply to loopholes in the contract.

12.4 All legal relationships between the contracting parties shall be governed by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of performance and jurisdiction for all disputes in connection with this contractual relationship is Stuttgart. WeLean shall also have the right to file suit at the customer's place of jurisdiction or at any other place of jurisdiction competent under national or international law.

Special Conditions for Work Performed (BB-Werk)

§ 1 Scope of application
WeLean shall provide work services exclusively in accordance with these Special Terms and Conditions for Work Services ("BB-Werk"). In addition and supplementary thereto, the General Terms and Conditions (GTC) shall apply.

§ 2 Specifications and project phases

2.1 As a rule, WeLean shall provide work services on the basis of the customer's requirements and specifications (specifications). The customer has verified that the requirements listed in the specifications or service specifications meet its wishes and needs.

2.2 Insofar as the requirements for the services are not specified by the customer independently, WeLean is prepared to support the customer in drawing up the specifications or service specifications or to draw up the specifications or service specifications independently against separate commissioning and remuneration. The specifications prepared jointly or exclusively by WeLean shall then be reviewed and approved by the customer. If the customer discovers any defects, gaps or contradictions during the review, it shall notify WeLean thereof without delay and WeLean shall rectify the specifications. If the rectifications do not constitute subsequent performance, WeLean may demand payment for them on a time and material basis. The performance specification is the binding basis for the provision of the services. For changes, §3 BB-Werk shall apply.

2.3 If necessary, the contracting parties shall agree on further milestones and performance stages as part of the project development and implementation, upon the achievement of which the customer shall review and approve the performance status. In this context, the respective performance status shall be deemed to have been accepted no later than one week after the date on which WeLean submits the respective work results or has notified the customer that the performance status has been reached, unless the customer gives notice of defects in writing and in a comprehensible manner.

§ 3 Changes and Extensions (Change Requests)

3.1 The contracting parties may request changes and additions to the agreed services in writing. WeLean may refuse to execute a customer's request for changes or additions if the changes or additions are not feasible or if WeLean cannot reasonably be expected to execute them within the scope of its operational capacity.

3.2 The customer shall commission the analysis of a change request. WeLean shall determine the effects on the agreed scope of services and any necessary changes to the schedule within a period to be agreed by the contracting parties and shall present them in writing in a supplementary offer.

3.3 WeLean may demand payment on a time and material basis for reviewing a change or extension request and for preparing supplementary offers. WeLean may also demand separate remuneration for any downtime costs caused by the customer as a result of its change request. Unless otherwise stipulated in the supplementary agreement, performance deadlines shall be extended by the number of calendar days on which the contractual work had to be interrupted due to the change request, as well as by a reasonable restart period.

3.4 Changes to the agreed scope of services and other contractual adjustments shall be agreed in writing in a supplement to the contract. If the contractual partners do not agree on an amendment to the contract within two weeks of receipt of WeLean's supplementary offer, WeLean shall execute the contract without taking the request for amendment into account.

§ 4 Project management

4.1 Each contracting party shall appoint a project manager (if necessary also his representative) who shall be responsible for the project and the execution of the contract and who shall make the necessary decisions.

4.2 The project managers as well as their respective deputies shall be authorized and entitled exclusively alongside the management to make all decisions relevant to the project and to issue declarations of intent, in particular to give notice of defects and to declare acceptance.

4.3 If WeLean prepares minutes of a project meeting, these minutes shall be binding on both parties if WeLean provides them to the customer and the customer does not object to the minutes in writing within one week, stating reasons.

§ 5 Acceptance

5.1 In the case of contracts for work and services that do not involve the delivery of movable items to be manufactured or produced, the contracting parties shall conduct an acceptance test. The customer shall issue a written declaration of acceptance as soon as the performance has been rendered essentially correct, complete and free of defects. The customer will only refuse acceptance if the services have significant defects or defects that cannot be remedied. The customer shall carry out the acceptance test within the agreed period of time, in the absence of an agreement within 14 days of WeLean's call for acceptance in cooperation with WeLean. During the acceptance test, the customer and WeLean shall jointly prepare a protocol showing the test cases/test data, any functional tests performed and the defects identified.

5.2 Defects detected during the acceptance test shall be classified by the contracting parties by mutual agreement according to the categories specified in § 7.5 of the GTC. The Customer shall declare acceptance if no Category 1 error has occurred. Category 2 errors will be corrected during the acceptance test if possible. Category 2 and 3 errors remaining after acceptance shall be remedied within the scope of subsequent performance.

5.3 Acceptance shall also be deemed to have been declared if the Customer expresses its approval of the performance in another way, e.g. by putting it to use in productive operation or by remaining silent in response to a request for acceptance (in each case for longer than one month) or by making payment in accordance with the contract.

5.4 WeLean may demand that the customer nevertheless declare acceptance/release in accordance with the conditions formulated in this paragraph for deliveries and services for which no acceptance procedure is provided by law. Likewise, WeLean may demand that the customer declare partial acceptance for definable parts of the performance. By means of a partial acceptance, the customer declares its agreement with the respective performance result. In the case of the overall acceptance, only it is checked whether the object of performance of the accepted partial area functions in interaction with the objects of performance of the other project areas. Partial acceptances that have already taken place remain unaffected by the success of the final acceptance.