Silverlake Axis Ltd Group (“Silverlake”) Terms of Business (“Contract”) These terms apply to the Services, Software and/or Hardware (as defined below) which the Client has engaged Silverlake to provide pursuant to the quotation and/or statement of work (“SOW”). By accepting the quotation and/or statement of work (“SOW”), the Client is deemed to have accepted these terms and shall be bound by the same. 1. The Client agrees to enter into a contract with Silverlake for the provision of services including implementation and maintenance (collectively “Services”), software (“Software”) and/or hardware (“Hardware”) as described in Silverlake’s quotation (“Quotation”) and/or statement of work (“SOW”) on the terms and conditions described herein. 2. Contract Period: As stated in the Quotation and/or SOW. 3. Fees and Payment Terms a. All fees stated in the Quotation and/or SOW shall be without any deduction or withholding whatsoever and shall of exclusive of all costs, expenses, fees, duties, levies, taxes including but not limited to goods and services tax incurred in the country where the performance of Services is performed. Such duties and taxes (if any) shall be borne by the Client. b. The Client agrees to make payment within thirty (30) days from the date of Silverlake’s invoice. c. All fees are subject to review by Silverlake giving the Client ninety (90) days’ written notice prior to the expiry of the Contract Period. d. Late Payment: (i) Silverlake has the right to levy late payment charges of eighteen percent (18%) per annum from the due date to the date of full and final payment (both dates inclusive); and/or (ii) Silverlake may require the Client to pay in advance for any Services which have not been performed and suspend the Services for any delay in payment. e. Silverlake shall not be responsible for any loss arising from the suspension of Services due to late payment. 4. License a. Subject to the provisions of this Contract, Silverlake grants to the Client a non-exclusive and non-transferable license to use the Software at the Client’s premise only. 5. Services Variation b. The Client may apply to Silverlake for a variation of the Services. Separate charges will apply to effect any agreed variation to the Services. 6. Warranties a. All warranties whether expressed or implied, or any implied warranty of merchantability or fitness for a particular purposes (including without limitation, that the operation or use of the Services, Software and/or Hardware shall be uninterrupted or error free) are hereby excluded. 7. Intellectual Property Rights a. The Services, the Software, the Hardware, the copyright and other intellectual property rights of whatever nature (including any modifications made thereto) are and shall remain the property of Silverlake and/or its suppliers. This Contract deals only with the licensed use of the Software, and not the transfer of ownership or other rights in or to the Software. 8. Client’s Obligations a. The Client shall: (i) supervise and control use of the Software and/or Hardware in accordance with the terms of this Contract; (ii) reproduce and include the copyright notice of Silverlake and/or that of its suppliers on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein; (iii) use the highest standard of diligence to ensure that its employees, servants and visitors observe the confidentiality of the Software and will prohibit any unauthorized access to, use or duplication of any of the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code); (iv) keep all machine-readable software comprised in the Software in a secure place; (v) notify Silverlake immediately of any unauthorized possession, use or disclosure of information relating to the Software by any person or organization not authorized by this Contract to have such possession, use or knowledge; (vi) permit Silverlake's authorized personnel access to the Client’s designated equipment and such other facilities and services as are reasonably required to enable Silverlake to perform its obligations under this Contract. 9. Prohibitions a. The Client undertakes that it shall not: (i) use the Software for any purpose other than the purpose it has been made available by Silverlake; (ii) translate, adapt, vary, or modify the Software; (iii) disassemble, decompile or reverse engineer the Software; or (iv) cause, permit nor allow the Software or materials provided by Silverlake to be copied, duplicated, transcribed, sold to, revealed to, or used by any other person, firm, or company or any unauthorized person without the prior written consent of Silverlake. 10. Limitation of Liability a. In no event shall Silverlake be liable for any damages, loss or claims, including without limitation indirect, consequential, punitive or special damages, howsoever arising or for loss of profit, business, revenue, data, goodwill or anticipated savings whether or not it has been advised of the possibility of the same occurring. In the event Silverlake becomes liable for any loss or damage, howsoever arising, such liability shall be limited to the amount paid by the Client for that part of the Services, Software or Hardware which gave rise to the said loss or damage or where it is not possible to ascertain such amount, such liability shall be limited to the fees paid by the Client for a period of twelve (12) months preceding the date the cause of action arose. 11. Termination and Consequences of Termination a. Either party may immediately terminate this Contract if: (i) the other party is in breach of any clause of this Contract and such breach is not remedied within thirty (30) days of the other party's written notice; or (ii) the other party shall pass a resolution for winding up or becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration or if a receiving order is made against such party or such party makes any arrangement or composition with its creditors. b. Upon termination of this Contract for any reason, Silverlake may: (i) charge for Services provided in respect of which no sum has previously been charged; (ii) pursue any additional or alternative remedies provided by law and rights of action which shall accrued prior to the termination which intended to come into or continue in force on or after such termination. c. Within fourteen (14) days after the date of termination of this Contract for whatever reason, the Client shall return or destroy (as Silverlake shall instruct) the Software (including any customisations or enhancements), Hardware, any related documentation and any deliverables provided under this Contract in whole and in part, in any form and certify that the same has been done. 12. Each party shall keep confidential the terms of this Contract and any and all confidential information that it may acquire in relation to the business or affairs of the other party. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under this Contract. Each party shall ensure that its officers and employees comply with the provisions of this clause. The obligations on a party set out in this clause shall not apply to any information which is publicly available or becomes publicly available through no act or omission of that party or a party is required to disclose by order of a court of competent jurisdiction. The provisions of this clause shall survive any termination of this Contract. 13. The Quotation and/or statement of work (“SOW”) and these terms form the entire agreement between Silverlake and the Client in respect of the Services, Software and/or Hardware which replaces any other agreements, proposals or discussions. 14. In the event of a conflict between the terms of the Client’s purchase order and the terms and conditions of this Contract, the latter shall prevail. In the event of a conflict between the terms and conditions of this Contract and the definitive agreement entered between Silverlake and the Client, the latter shall prevail. 15. If any provision of this Contract is held invalid, unenforceable or illegal for any reason, this Contract shall remain otherwise in full force apart from such provision which shall be deemed deleted. 16. This Contract shall be governed by and interpreted in accordance with the laws of Singapore and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore. This Contract shall not confer any rights to any third party under the Contracts (Rights of Third Parties) Act Cap 53 B to enforce any term of this Contract.