1 General Business Terms The present Terms and Conditions (the “Conditions”) shall govern, be attached to, and constitute an integral part of, any contract, whether written or oral and/or any transaction, purchase order, offer/proposal or agreement (hereinafter collectively referred to as the “Contract”) for the supply of products (“Products”) and/or services (“Services”) between ENCODE S.A. (“ENCODE”) and any client (the “Client”). ENCODE and the Client shall also be individually referred to as “Party” and collectively as “Parties”. The terms of the Contract shall be to the exclusion of all other terms and conditions referred to, offered or relied on by the Client whether in negotiation or at any stage in the dealings between the Parties, including any standard or printed terms tendered by the Client, unless the Parties otherwise agree in writing. 2 ENCODE Products and Services The Products and Services supplied by ENCODE include, inter alia, study and analysis of the Client’s needs regarding the protection of its data processing and electronic systems and/or recommendations on security measures for such systems and/or certification of security procedures and measures for the Client’s data processing systems or consulting services for vulnerable or compromised data processing systems and/or design of electronic applications, procedures or specific software products or supply and installation of products of third parties. ENCODE shall supply the Products and Services ordered by the Client with a high standard of skill, care and due diligence and in accordance with good industry practice regarding security of data processing systems. ENCODE’s contractual obligations against the Client shall be fully discharged upon the completion of Services and/or the delivery of the Products ordered under the Contract and shall not, unless specifically agreed between the Parties in writing, extend to the provision of any upgrades, additional security measures, constant monitoring and observance of safe systems operation or any maintenance and support services. 3 Delivery of Products and/or Services 3.1 ENCODE shall use reasonable endeavours to meet any delivery dates agreed in writing but any such dates shall be estimates only and time shall not be of the essence for the performance of the Contract. 3.2 Unless otherwise agreed in writing between the Parties, delivery of the Products/Services shall take place at the address specified by the Client on, or as close as possible to, the delivery date agreed between the Parties in writing. The Client shall make all arrangements necessary to take delivery of the Products and/or the Services whenever they are tendered for delivery. 3.3 If ENCODE is unable to deliver the Products because of actions or circumstances under the control of the Client, then ENCODE shall be entitled to place the Products in storage until such times as delivery may be effected and the Client shall be liable for any expense associated with such storage. 3.4 ENCODE shall be entitled to make partial deliveries. 4 Title and Risk 4.1 Unless otherwise agreed in writing by the Parties, risk in the Products supplied shall pass to the Client upon receipt thereof. Where the Client chooses to collect the Products on its own, risk shall pass when the relevant Products are entrusted to it or set aside for its collection, whichever happens first. 4.2 Unless otherwise agreed in writing by the Parties, title in the Products shall not pass to the Client until full discharge of all the Client’s financial and other obligations, including interest and costs. 5 Return of Products Returns of Products supplied shall take place only upon written authorisation by an ENCODE representative. 6 Client Assistance and Obligations 6.1 The Client shall be responsible for granting ENCODE and its personnel the necessary access to its premises or other sites for the installation of any computer and other systems and to the actual systems, as well as for providing any necessary information and data. The Client shall be solely responsible for providing complete, precise and accurate information and description of the works and/or services assigned to ENCODE. The Client, including its authorised representatives and personnel as may be required by ENCODE, undertakes to cooperate with ENCODE for the purposes of (as applicable): (a) the proper provision of works and services, including recommendations and studies, to be provided by ENCODE, (b) testing, inspection and installation, including partial installation, delivery and acceptance of the Products and/or Services, (c) trial operation, and (d) any other act or omission necessary for the fulfilment and full discharge of ENCODE’s contractual obligations. 6.2 The Client shall take all steps necessary to ensure that the safety, health and well-being of ENCODE personnel is protected and maintained at all times, including outside of the normal working hours, whilst providing works and/or services to the Client at the Client’s premises. Such steps shall include without limitation: (a) ensuring that the Client’s premises for the working conditions are safe and secure and allow ENCODE’s personnel to provide the works and/or services in compliance with all health and safety standards, regulations, codes and laws; (b) providing adequate levels of insurance cover to safeguard the health and safety of ENCODE’s personnel whilst delivering the works and/or services. 6.3 In relation to the works or services assigned to ENCODE pursuant to the Contract, the Client shall be responsible for providing the exact description thereof, as well as for implementing any studies, recommendations and guidance provided by ENCODE and shall comply with any security measures and/or procedures as indicated by ENCODE. 7 Warranties During the performance of the Contract ENCODE provides the following exclusive warranties: 7.1 Services Warranty. The Services shall be performed by a sufficient number of appropriately qualified, trained and experienced personnel with due care and diligence that ENCODE demonstrates in its own affairs and in accordance with the principles of good faith and best practices, for the purpose of meeting the Client’s requirements, as these have been indicated to ENCODE. 7.2 Product Warranty. Any software or other products designed, manufactured and supplied by ENCODE (such as programs and/or applications) shall be in compliance with their specifications and fit for the specific purpose intended, at the time of delivery thereof. SUBJECT TO THE FOREGOING EXCLUSIVE WARRANTY, NO OTHER WARRANTY IS PROVIDED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, QUIET ENJOYMENT, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, GIVEN THAT THE SOFTWARE IS A PRODUCT SUBJECT TO CONSTANT REFORMS, UPGRADES OR MODIFICATIONS AND ADAPTATIONS, DUE TO THE DYNAMIC NATURE OF TECHNOLOGY. 7.3 Third Party Product Warranty. ENCODE provides no warranties for any software and/or hardware products manufactured or designed by third parties. Warranty for such third party products shall be solely subject to the terms and conditions of their respective manufacturers’ warranties and licenses. 8 ENCODE Intellectual Property Rights 8.1 For the purposes of design and/or supply of its Products and/or Services, ENCODE uses information and ideas, including but not limited to, methodologies, methods, procedures and techniques, systems and data, programs and software applications, invented by ENCODE, which constitute intellectual/industrial property/know-how of, and shall vest in, ENCODE. All deliverables, studies, Products and Services, whether in electronic, tangible or intangible form, constitute ENCODE intellectual and/or industrial property products and are subject to the applicable law pertaining to protection of industrial/intellectual property, including designs and samples, patents and know-how. The Client shall in no way, in whole or in part, copy, reproduce, broadcast the deliverables, Products and Services (save as for purposes of back-up copies) and/or any information or methods contained therein, as well as resell, offer for sale (with or without consideration) to any third parties or commercially exploit the same. 8.2 All ENCODE intellectual property rights, including but not limited to, any know-how/patents or design rights, copyright, trade secrets, trade names, samples and methods in relation to the Products and/or Services, produced from or arising as a result of the performance of the Contract shall, so far as not already vested, inure to the benefit of and constitute the absolute property of ENCODE and the Client acquires no right in relation thereto. ENCODE shall be exclusively entitled to possess and/or offer any such Products/Services for sale, commercial and/or similar purposes. The execution of the Contract shall not constitute any commitment or agreement, either express or implied, by ENCODE to grant any right or license to the Client of patents, know-how or other intellectual property rights possessed by it nor shall impose any restrictions to such rights. 8.3 This clause 8 shall be subject to any third party’s rights, including in relation to the Products or Services supplied by ENCODE acting as a reseller or for the purposes of providing an integrated solution package. Such third party rights shall be granted to the Client subject to and in accordance with the respective user licenses and/or terms and conditions of the respective manufacturer or supplier. 8.4 In the event that ENCODE develops any work in accordance with any ideas, proposals, models, drawings or specifications of the Client, the Client warrants that no third parties’ rights are infringed and shall indemnify ENCODE against any claims or damages in relation thereto. 9 Limitation of ENCODE Liability 9.1 ENCODE, its directors, employees and agents, bear no liability for any damage or destruction of the Client’s records, data and any other information contained in the Client’s data processing systems, incurred during the term of the Contract and after expiration or termination thereof. 9.2 ENCODE shall indemnify the Client for any property and/or personal damage only if such damage arises from a direct act or omission of ENCODE, attributed to fraudulent intent, wilful misconduct and/or gross negligence. Any liability of ENCODE, its directors, employees and agents attributed to slight negligence or any accidental event or any Force Majeure Event pursuant to sub-clause 9.5 herein or any damage which has occurred during the performance of studies or consulting services by any third parties is expressly disclaimed. 9.3 The Parties expressly agree that, in the event that ENCODE or its employees or its agents are held liable for any damages, claims, liabilities, costs and expenses or losses, arising out of and/or in relation to the performance of the Contract (subject to the limitations of sub-clause 9.2), in contract, tort or any other, such liability shall be limited solely and exclusively to: (a) direct personal and property damages, excluding by way of indication any loss of profits, indirect, incidental or consequential damages, damage to intangible goods (goodwill, business, personality etc.) or any kind of monetary compensation for reinstatement of any non-pecuniary damage and (b) in any case, 100% (one hundred percent) of the fees which were paid by the Client to ENCODE pursuant to the Contract up to the point when the relevant claim occurred. 9.4 The above limitations of ENCODE liability shall also apply to the benefit of ENCODE’s principals, directors, employees or agents, who may be engaged during the term of the Contract. 9.5 If and to the extent that ENCODE’s performance of any of its obligations pursuant to the Contract is prevented, hindered or delayed by, including but not limited to, labour disputes, fire, flood, earthquake, elements of nature or acts of God, acts of war (declared as such or not), terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of ENCODE (herein referred to as “Force Majeure Event”), then ENCODE shall be excused from the performance of its obligations which are affected by the Force Majeure Event for as long as such Force Majeure Event continues. In such case, ENCODE shall notify the Client in writing of the occurrence of the Force Majeure Event and describe in reasonable detail the nature thereof. ENCODE shall, however, reasonably mitigate the effects of the Force Majeure Event. Where performance of a material part of the Contract is prevented for a period in excess of 2 (two) months as a result of a Force Majeure Event, ENCODE and the Client agree to consult with each other to assess the impact of such suspension on the portion of the suspended Contract. Should such impact hinder the execution of the remaining part of the Contract and unless the Parties have otherwise agreed in writing within the frame of the above consultation, each Party shall have the right to terminate the Contract, with a 30 (thirty)-day written notice. 10 Payment 10.1 Unless otherwise agreed in writing between ENCODE and the Client, the Client shall pay in full the agreed in writing price/fee for the Products/Services to ENCODE within 30 (thirty) days from the date of delivery thereof. In cases where credit is not offered, payment will be required before release of the Products/Services by ENCODE. In case an advance payment or a partial payment of the price/fee is agreed in writing, the same shall be paid on the date of payment agreed in writing between the Parties. 10.2 All payments to be made under the Contract by the Client to ENCODE shall be made in Euro on the due date in immediately available funds and shall be free of any and all bank charges and fees and all deductions and withholdings whatsoever. All bank charges and fees shall be borne by the Client. 10.3 If, at any time, applicable law, regulation or regulatory requirement or any Government Entity, monetary agency or central bank requires the Client to make any deduction or withholding from payments of any Products/Services, interest and other sums due to ENCODE under this Contract, then the Client shall pay to ENCODE such additional amounts to ensure that, after the making of such deduction or withholding, ENCODE receives a net sum equal to the sum amount which it would otherwise have received without such withholding or deduction. 10.4 If and to the extent that Value Added Tax (“VAT”) or any equivalent tax is payable on the Products/Services and any interest thereon, or any other payments by the Client to ENCODE hereunder, then reference to the payment of any such sum hereunder shall be deemed to be reference to payment of that sum together with VAT or any equivalent tax thereon at the appropriate rate. 10.5 Any queries on the invoices shall be communicated by the Client to ENCODE in writing within 15 (fifteen) days from the date of receipt of the invoice. If no query is raised by the Client within 15 (fifteen) days of receipt, the invoice shall be deemed to be in order. 10.6 If payment of the agreed in writing price/fee or any part thereof is not made by the due date, ENCODE shall be entitled to: (a) require payment in advance of delivery in relation to any Products/Services not previously delivered; (b) refuse to make delivery of any undelivered Products/Services without incurring any liability to the Client for such non-delivery or delay in delivery; (c) charge interest at the rate of EURIBOR 1 (one) month plus 8% (eight percent) on such overdue payment for the period starting on the due date for payment thereof and ending on the date on which the same is received or recovered by ENCODE in full. 10.7 Any deductions of discounts shall be subject to a separate written agreement between the Parties. In the event of the Client’s failure to pay by the due date, any discounts granted shall, at ENCODE’s sole discretion, cease to apply. 10.8 In case of any disputed amounts, until final resolution of the disputes pertaining thereto, the Client shall not be relieved of its obligations to pay any amounts due. 11 Termination 11.1 ENCODE shall be entitled to terminate the Contract with immediate effect by giving written notice to the Client if: (a) the Client commits a material or persistent breach of its obligations under the Contract and (if such a breach is remediable) fails to remedy that breach within a period of 30 thirty days after receipt of notice in writing requiring it to do so; or (b) an order is made or a petition is filed, a notice is given, a resolution is passed for the winding-up of the Client or an administrator is appointed by order of the court or by other means to manage the affairs, business and property of the Client or a receiver and/or manager or administrative receiver is validly appointed in respect of all or any of the Client assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order or the Client takes or suffers any similar or analogous action in consequence of debt; (c) the Client suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of the Client business; (d) the Client undergoes a change of control. 11.2 Upon termination of the Contract for any reason, the Client shall pay to ENCODE any amounts and fees due up to the effective date of termination. 12 Miscellaneous 12.1 Notice of Defects. If the Client claims that the Products and/or Services are non-compliant with the terms of the Contract or have material defects, the Client shall send written notice to ENCODE within 3 (three) working days of the Client’s discovery thereof. After 15 (fifteen) working days from the delivery date of the Products and/or Services, the Products and/or Services shall be deemed to have been delivered in full compliance with the terms of the Contract. Any legal action arising out of the Contract in relation to the Products and/or Services shall be barred unless initiated by the Client within 1 (one) year from the supply of the Products and/or Services, which shall be deemed delivered irrefutably in full compliance with the terms of the Contract. 12.2 Entire Agreement. The Contract, including these Conditions, contains the entire agreement between ENCODE and the Client with regard to the subject matter thereof and accordingly supersedes and cancels all prior discussions, representations, understandings and agreements in whatever form concerning the same. 12.3 Written Agreement and Amendments. The Contract, including these Conditions, is concluded, evidenced and modified only in writing, upon a written agreement signed by the legal representatives of the Parties. Any oral agreements shall not be acknowledged by ENCODE, nor shall they prevail over any written agreements. 12.4 Independent Contractors. Nothing contained in the Contract shall be construed as establishing or implying any partnership or joint venture between the Parties and nothing herein shall be deemed to construe either of the Parties as the agent of the other. Neither Party shall make any representations or enter into any commitments for or on behalf of the other Party. 12.5 Severability. In the event that any clause or part of a clause in the Contract shall for any reason, be determined by a court or arbitral tribunal to be invalid or unenforceable, then the remaining clauses and remaining parts of the clauses shall not be affected, impaired, or invalidated, and shall remain in full force and effect and shall continue to be binding upon the Parties. In such case, the relevant clause shall be modified and interpreted as necessary to give effect to the commercial intention of the Parties within the limits of the applicable law. 12.6 Waiver. None of the conditions of the Contract shall be considered waived by ENCODE unless such a waiver is given in writing by ENCODE. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the conditions of the Contract unless expressly stipulated in such a waiver. 12.7 Headings. The clause headings included in these Conditions are used for reference only and shall in no way define, limit, construe or describe the scope or extent of the relevant clause, or in any way affect these Conditions or the Contract. 12.8 Non-solicitation. The Client shall not, throughout the duration of the Contract and for a period of 1 (one) year after expiration or termination thereof, directly or indirectly, endeavour to solicit or entice away any employee or consultant employed or otherwise engaged, whether as employee or consultant of ENCODE (whether or not such a person would breach their contract of employment or engagement by reason of terminating their employment or engagement with ENCODE). 12.9 Assignment. The Client shall not assign, or in any manner, transfer or subcontract, in whole or in part, the Contract and its rights and obligations thereunder to any third party, without obtaining ENCODE’s prior written consent. If the Client is in breach of this sub-clause 12.9, ENCODE reserves the right to terminate the Contract forthwith, without any liability. The Contract shall be binding on the Client’s permitted assignees. 12.10 Reference Letter. Following due performance of the Contract by ENCODE, the Client shall provide ENCODE with a reference letter. ENCODE shall have the right to add its professional cooperation with the Client (reference) to its register of performed works and refer thereto. 12.11 Survival. The rights and obligations which by their nature should survive or which impose an obligation after termination or expiration of this Contract shall remain in full force and effect following termination or expiration thereof. 12.12 Applicable Law and Disputes. This Contract shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.