General Terms and Conditions
1.	This proposal to which these terms and conditions are attached herein and any modification, amendment or extension thereof ("Proposal") shall be governed by these general terms and conditions ("GTC").
2.	In this GTC Ness A.T. Ltd. shall be referred to as Ness and the Customer shall be referred to as Customer.
3.	No condition issued by the Customer shall commit Ness unless expressly agreed in writing by Ness.
4.	Any payments shall be due to no later than thirty (30) days from the date of Ness' invoice. Payment shall be made by wire transfer unless otherwise agreed between the parties. Ness reserves the right to withhold the services if the Customer has not made all payments when due. Unless otherwise agreed, all charges will be in US dollars.
5.	All charges noted in this Proposal are exclusive of VAT.  If applicable, any such taxes, whether levied on Ness or not, will be paid by the Customer. 
6.	The determining dollar rate is the rate on the day the invoice is issued. 
7.	Ness shall be liable according to applicable laws to direct damages only. The cumulative liability for any claim arising in connection with this Proposal shall not exceed the total fees paid to Ness by the Customer with respect to this Proposal, in the preceding 12 months. In no event shall Ness be liable for any indirect, incidental, special consequential or exemplary damages of any character, including, without limitation, damages for lost profits, goodwill, work stoppage, computer failure and all other commercial damage. 
8.	Ness may, at its sole discretion subcontract any or all of the work to be performed under this Proposal but will retain responsibility for the work subcontracted.
9.	It is hereby clarified that Ness is an independent contractor and that no employer/employee relationship exists between the Customer and Ness in any respect whatsoever.  
10.	Provided any third party’s products are supplied by Ness, the use of such products shall be subject to the manufacturer's end-user license agreement if a software and to manufacturer's terms of use and warranty if a hardware. 
11.	The Customer hereby agrees that it will not solicit any of Ness' employees to terminate their employment with Ness. 
12.	This Proposal contains the entire agreement between Ness and the Customer regarding its subject matter and supersedes all prior agreements, understandings, arrangements and discussions between the Customer and Ness. 
13.	This document shall be exclusively governed by the laws of the state of Israel, without regard to its conflict of laws principles. The parties hereby submit to the sole jurisdiction of the courts located in Tel-Aviv, Israel. 
14.	No provision in this Proposal can be waived, modified or amended except by written consent of Ness and the Customer, which consent shall specifically refer to the provision to be waived, modified or amended and shall explicitly make such waiver, modification or amendment.
15.	As products are supplied, they will be supplied in accordance with the terms of the manufacturer's standard license, including for the duration and terms of the warranty period. The license terms will be considered an integral part of this proposal. The manufacturers' conditions and / or manufacturers' limitations and / or manufacturers' liability will prevail any condition and / or restriction and / or warranty on behalf of Ness.

16.	Ness shall not be liable for delay in performance hereunder if such delay or failure is caused due to a force major event, including but not limited to, labor disputes, strikes, war, acts of the public enemies, riots, insurrection, civil commotion, statute, fire, flood, accident, storm or any act of god, export regulations, contingency or circumstances not subject to the control of Ness.  Notwithstanding the above, force majeure shall not relieve the Customer of the obligation to pay outstanding amounts due. 
17.	This Proposal is valid for thirty (30) days.