Migration: General Terms and Conditions (April 2018) 1. Scope. 1.1 These Migration: General Terms and Conditions ("GT&C") apply to all migration supplies and products (“Products”) and services (“Services”) of Quadrotech Solutions AG and/or its affiliates (hereafter, together, "Quadrotech") referenced in the applicable Migration Statement of Work (“SOW”) executed by the named customer (the “Customer”) and Quadrotech. These GT&C and the SOW, together hereafter are referred to as the “Contract”. For purposes of this GT&C and the SOW, the term ‘affiliate’ shall mean an entity which controls, is controlled by, or is under common control with Quadrotech Solutions AG, including without limitation, Cogmotive Ltd; Quadrotech Solutions Ltd; Quadrotech Development s.r.o; and Quadrotech Solutions Inc. Terms and conditions different from those specified in the Contract shall not be binding unless and until they have been explicitly accepted in writing by Quadrotech. In any event, deviating general terms and conditions of the Customer from the Contract that have not been accepted in writing by Quadrotech shall not be binding, even if they are not contradicted by Quadrotech. 2. Offer and Acceptance by Quadrotech 2.1 Unless explicitly stated otherwise, the offer of products (“Products”) and/or services (“Services”) by Quadrotech under the Contract shall be non-binding and without obligation until (a) a written order confirmation referencing the Products and/or Services is executed by Quadrotech (an “Order Confirmation”); (b) a SOW regarding the Products and/or Services is executed by Quadrotech that results in the Contract; or (c) Quadrotech delivers or installs the Products and/or Services. In any event, Quadrotech reserves the right to accept or reject any order for Products and/or Services. The Contract, including without limitation, the SOW, the GT&C, a description of the Products and/or Services, and/or any amendment thereto (including any exhibits) must be in a writing executed by both parties to be valid and binding. 3 Prices, Terms of Payment 3.1 All Product prices and Service prices are quoted ex domicile of Quadrotech in US Dollars exclusive of value added tax. For Products, Product prices are quoted unpacked, duty unpaid, uninsured, without installation, training, user support or other charges. Should the prices of a supplier or manufacturer change for a Product, Quadrotech reserves the right to adjust its prices accordingly at its sole discretion. The Product prices quoted in brochures and advertisements are non-binding. 3.2 For Services, the conditions agreed to by the Customer and Quadrotech in the applicable SOW or Order Confirmation shall be binding. For Services outside the scope of, or in addition to, an offer or a Contract, the rates applied by Quadrotech at that time shall be valid and binding. Quadrotech reserves the right to adjust these rates from time to time in line with inflation or the prevailing market conditions. 3.3 An invoice shall normally be issued on, and bear the date of, the day on which the Products are delivered or ready for collection, or the Services are provided. Such invoice shall be paid within 30 days of the invoice date, without any deduction. If payment deadlines are exceeded, Quadrotech shall be entitled to demand interest on arrears of 8% p.a., without prior notice. 3.4 Quadrotech shall, in any event, be entitled to provide Services only against advance payment or if security is furnished. The Customer may not offset the invoice amount against any counterclaims unless the counterclaims concerned are undisputed or have already been judged to be legally valid by a court. Quadrotech has the right, in spite of differently worded terms of repayment of the Customer, to credit payments first of all to the Customer’s older debt, or any interest and costs. 4. Delivery Deadlines, Partial Delivery 4.1 Delivery dates and delivery deadlines shall not be binding unless they are explicitly guaranteed by Quadrotech in writing. The parties acknowledge and agree that Quadrotech is, itself, dependent on suppliers and cannot assume any liability for their delivery deadlines. Therefore, Quadrotech shall not assume any liability for late delivery, if such late delivery can be attributed to a delay in delivery on the part of a supplier. Quadrotech shall be entitled to make partial deliveries as reasonably determined by Quadrotech. 5. Delay in Performance 5.1 The Customer must serve formal notice of default on Quadrotech in writing, even if a Product, supply or Service is guaranteed on a specific date; and, in any event, an extension of time to perform of at least four weeks must be set. If the delivery of the Products or Services is not made within this period, the Customer shall have the right to set an additional extension of time of at least four weeks. Should this deadline not be met, the Customer shall be entitled to terminate the the agreement between the parties by written notice delivered to Quadrotech immediately. The liability of Quadrotech shall, in any event, be limited to the invoice amount of the delivery of the Products or Service outstanding or not made. 6. Warranty Period 6.1 The warranty period for delivered products, accessories and data carriers shall be as specified by the manufacturer. Any additional warranty claims are excluded and disclaimed by Quadrotech. 6.2 Notice of any defects in the Products or Services (“Defects”) shall be provided by Customer to Quadrotech in writing by registered letter and without delay, but, in any event, within eight (8) working days of the delivery of the Products or the acceptance of the Service. such Defects shall be documented in detail, if possible. For Defects that occur subsequently thereto, Customer must notifiy Quadrotech in writing promptly as soon as such subsequent Defacts are discovered by registered letter and such subsequent Defects must be documented in detail by Customer. 6.3 If a notice of Defect is provided in accordance with Section 6.2, Quadrotech shall, at its sole discretion, be entitled to either repair such Defect or replace the defective Product or Service. The Customer shall give Quadrotech the necessary time and opportunity to carry out the repair or provide the replacement. If the Customer or a third party not engaged by Quadrotech has carried out any work on, or modified, the Product or Service, any warranty claim shall be lapse and be void. 7. Reservation of Title 7.1 The Customer acknowledges and agrees that the supplied Products shall remain the property of Quadrotech until all payments for such Products are received in full. The Customer herewith explicitly acknowledges, agrees and accepts that Quadrotech has the right to register its retention of title in the relevant retention of title register. 7.2 The Customer shall notify Quadrotech immediately in writing of any infringement of its rights to retention of title or other securities, especially in the event of seizure or notice of bankruptcy. 8. Limitation of Liability 8.1 All cases of breach of Contract and their legal consequences as well as all claims made by the Customer, irrespective of their legal basis, shall be governed exclusively by these GT&C. In particular, all claims for compensation, reduction in price, cancellation, or repudiation of the Contract which are not explicitly named in the Contract are excluded. Under no circumstances shall the Customer be able to claim compensation for damage not caused to the Product (or deliverable) itself, such as loss of production, loss of effectiveness, loss of orders, loss of earnings, as well as other direct and indirect losses. This limitation of liability shall not apply in respect of unlawful intent or gross negligence on the part of Quadrotech. However, it shall apply in respect of unlawful intent or gross negligence on the part of servants (Article 101(2) OR) (Schweizerisches Obligationenrecht [Swiss Code of Obligations]) 8.2 In order to avoid or minimize damage from the loss of data, the Customer shall take appropriate measures in accordance with the current state of the art to ensure that substitute data in machine-readable form (for back up) are available at all times. Should the Customer violate this obligation, Quadrotech shall not accept any liability for resulting consequential loss or damage and data recovery costs. 9. Rights of Use to Software, Operating Manuals, etc. 9.1 The Customer’s rights of use to copyrighted products, namely software, descriptions, etc., shall be regulated by the relevant provisions of the chosen supplier or manufacturer. 10. Confidentiality 10.1 Quadrotech and the Customer mutually undertake to treat as confidential and proprietary information made available to them within the framework of their cooperation. The parties to the Contract shall also ensure that this obligation is also complied with by such party’s employees, agents, contractors and appointed specialists. 10.2 In the event of doubt, all such information must be treated as confidential by the receiving party of the information. Information shall not be considered confidential if it: (a) was already known by the receiving party before it was received within the framework of their cooperation; (b) is already in the public domain or enters the public domain through no fault of the receiving party; or (c) is disclosed to the receiving party by a third party legally and without any restriction on disclosure. 10.2 Customer agrees that Quadrotech shall have the right to name the Customer and to give details of the Products installed on the Customer’s premises or the Services provided to the Customer in reference lists. 11. Other Agreements 11.1 A Contract shall not be binding unless it is in writing executed by both parties. Exchange of a Contract captured electronically by electronic means shall equate to writing for purposes of this Contract. 11.2 Should any individual provision of a Contract be or become ineffective, the validity of the remaining provisions shall not be affected. In such case the ineffective provision shall be replaced by an effective provision coming as close as possible to the economic purpose intended by the parties. 12. Place of Jurisdiction; Applicable Law 12.1 The headquarters place of business of Quadrotech Solutions AG shall be the sole place of jurisdiction for all disputes between the Customer and Quadrotech arising out of or in connection with the Contract, without regard to conflict of law principles. However, Quadrotech reserves the right to institute proceedings against the Customer in any other admissible place of jurisdiction. 1.1 The business relation between Quadrotech and the Customer shall be governed by Swiss law (to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980).