General Terms and Conditions for the provision of services and work performance by InVision Software Ltd.

Issue date: May 2019

1. Scope

1. These general terms and conditions (hereinafter referred to as “GTCs”) apply for all orders for services and/or work performance between InVision Software Ltd. (hereinafter referred to as the “Contractor”) and its client (hereinafter referred to as the “Client”).

2. The services of the Contractor are provided exclusively on the basis of the present GTCs and the price list and conditions of the Contractor applicable on conclusion of the Agreement.

3. Deviating or supplementary terms of business of the Client shall only apply if they are expressly accepted in writing by the Contractor. The provision of services/work without reservation by the Contractor does not constitute an agreement with the terms of business of the Client.

2. Conclusion of the Agreement

1. The agreement between the Contractor and the Client will be concluded and effective by an order of the Client based on a binding offer by the Contractor or an order by the Client and appropriate confirmation of order by the Contractor, at the latest however on the time of starting the provision of services/work by the Contractor and claiming the benefits by the Client.

1.1. The offer and order or order and confirmation of order are referred to hereinafter as the “Order Document”. The Order Document also includes any annexes to the offer or confirmation of order, which also become an integral part of the Agreement by corresponding reference thereto in the Order Document.

3. Subject of delivery and performance

1. The content of the services to be provided is stated in the specification of services in the Order Document. Where this merely specifies functions or tasks, the actual implementation shall be at the discretion of the Contractor in accordance with the current state of the art.

2. Training for the Client shall be provided in the form of seminars. Unless otherwise agreed, the training shall be undertaken at the registered office of the Contractor.

3. All amendments or supplements to the services requested subsequently by the Client may only be accommodated by the Contractor if the Client confirms its acceptance of the additional or already incurred costs and any resultant changes to the service provision period or other contractual provisions. The Contractor shall not be responsible for any delays arising in the provision of services pending a corresponding decision by the Client regarding the required changes.

4. Delivery and performance period

1. Unless otherwise expressly agreed in writing, all dates specified shall be non-binding and only constitute an approximate service provision period.

2. If the Contractor fails to provide the services by an agreed date, the Client shall grant a suitable subsequent period of not less than 14 days. If the initial subsequent period expires without completion, the Client shall be entitled to claim damages. Rescission of the Agreement shall only be permitted once a second subsequent period has expired. The Client undertakes on request by the Contractor to confirm within a reasonable period whether it wishes to rescind the Agreement or to insist on performance of the contractual services..

5. Ownership and rights of use

1. Ownership and rights of use in respect of the results of work produced by the Contractor in the provision of its services (e.g. documents, process descriptions, scripts and software programs) shall be retained by the Contractor. This shall also apply if the Client has cooperated in the creation of the results of work by preparation of the requirements specification or otherwise.

2. If a Contract for the Provision of Standard Software has been concluded between Contractor and Client, the Client’s rights of use of the results of work shall be governed exclusively by the provisions of said contract. If no such contract exists, the Client shall grant to the Contractor the non-exclusive, enduring, irrevocable and non-assignable right to use the services provided and results of work produced under the Agreement to the extent and in the manner apparent from the purpose of the service and the area of use of the results of work.

3. The Client shall not be entitled to permit use by a third party while retaining its own right of use.

4. The right of use shall be granted on payment in full of the consideration.

6. Use of personnel

1. Each party shall be responsible for the selection and use as well as the supervision, control, monitoring and payment of its own employees.

2. In its performance of the order the Contractor shall be entitled to instruct expert subcontractors to provide the agreed service or parts thereof.

7. Confidentiality

1. Both parties undertake to treat any information regarding secret knowhow or internal operating secrets of the other party acquired in the course of their cooperation as strictly confidential. This applies in particular to all information regarding the software, documentation or the data model of the Contractor.

2. Both parties shall place their employees (including temporarily employed staff, trainees, etc.) and, where appropriate, any subcontractors engaged in the course of implementation of the Agreement, under written obligation to safeguard confidentiality to the aforementioned extent and to submit to the respective other party appropriate declarations of obligations on request.

3. The obligation for confidentiality shall continue to apply without restriction following performance and where appropriate premature termination of the Agreement.

4. The Client undertakes to refrain from using the knowhow acquired in the course of the cooperation for the development of products which may be used as products in competition with those of the Contractor.

5. If in the course of their work employees of the Contractor are allowed access to premises and to data processing systems, data and programs of the Client or third parties serviced by or otherwise cooperating with the Client, the Contractor shall only use employees bound by data protection secrecy in accordance with the applicable data protection act.

6. The Contractor is entitled to make reference to the project in press releases and public relations work.

8. Client’s responsibilities

1. The Client shall comply with the following and all other cooperation requirements at its own expense as an essential contractual duty.

2. The Client shall without need for request make available to the Contractor all information and instructions necessary for the provision of the services in good time, i.e. not less than 3 working days prior to the scheduled implementation date. The Client shall immediately comply with its duty of information on request and shall ensure that the required system environment is available.

3. The Client shall appoint a contact person for reciprocal agreement and clarification of all issues arising in the course of the provision of the services. Such contact person shall be authorized to issue all declarations required as interim decisions in the continued performance of the order.

4. In order to ensure the performance of the agreed services, the Client shall at all times allow the Contractor the requisite access to its premises, IT systems and work equipment and shall make the data required for functional tests available.

5. Further duties of cooperation shall apply if the service in question can by its nature only be provided by the Client.

6. If the Client fails to comply with its duties of cooperation in good time and this results in additional expenditure and/or delays, the Contractor shall be entitled - notwithstanding any further statutory rights - to demand reasonable changes to the schedule and the agreed prices and fees. The period for provision of the services shall be extended by the period in which the Client fails to comply with its duties of cooperation as required for performance of the services by the Contractor.

7. If the Client fails to comply with its duties of cooperation or delays acceptance of the services offered by the Contractor, the Contractor may set the Client a reasonable subsequent period for compliance with its duties of cooperation, on expiry of which the Contractor shall be entitled to terminate the Agreement. However, automatic cancellation of the Agreement does not occur on expiry of the period of grace. In addition to partial payment for the work carried out, the Contractor may demand damages in this case.

9. Remuneration, ancillary costs, due dates

1. Unless otherwise agreed in writing, the Client shall pay for the services provided by the Contractor according to actual expenditure based on the relevant valid price and conditions list of the Contractor.

2. Summaries of expenditure in offers or other service specifications represent only non-binding estimated values for the Client’s budget planning purposes and do not constitute confirmation that the services can be provided in full based on the specified expenditure. The sums actually invoiced may therefore be higher or lower. If the estimated expenditure is exceeded, the Contractor shall notify the Client accordingly.

3. Per diem rates are based on a day of eight working hours. Invoicing shall be on a pro rata temporis basis for each hour or part-hour.

4. Travelling time shall be treated as working time and charged at 50 % of the standard remuneration rate.

5. Any time schedules presented by the Contractor shall be deemed to be accepted by the Client unless express written notice of objection is given by the Client within 14 days of receipt. The Contractor shall make an express reference to this provision on presentation of the time schedule.

6. In the event of a postponement of agreed services by the Client within 20 working days prior to the agreed date, the Contractor shall charge 25 % of the estimated remuneration for the cancelled date, 50 % within 10 working days and 100 % within 2 working days.

7. Unless otherwise agreed, travel costs and subsistence expenses shall be charged as accrued.

8. All prices are net cash prices free of charges, to which must be added the current statutory value added tax applicable at the time of provision of the services/work and any other taxes and duties which are levied on the contractual services.

9. The services provided shall be invoiced at the end of each calendar month.

10. All invoices are payable without deduction within 10 days of the invoice date. The Client shall be deemed to be automatically in default on expiry of the payment period without need for any further reminder by the Contractor.

11. Payments shall be made to the bank account specified on the invoice in such a way that any bank charges being paid by the Client and that the funds are available to the Contractor not later than the stipulated due date.

12. In the event of default and subject to the right to claim further damages, interest shall be charged at a rate of 8 % above the relevant interest rate of the European Central Bank for main refinancing transactions.

13. In the event of default of payment or any other justified doubt as to the solvency or creditworthiness of the Client, the Contractor shall - notwithstanding any other rights - entitled to demand security and advance payments for outstanding services and to render all claims arising from the business relationship due for immediate payment.

14. Only undisputed claims or claims confirmed by final court judgment shall entitle the Client to retain or offset payments. A right of retention may, furthermore, only be asserted by the Client where this is also based on the Agreement.

10. Acceptance

1. On performance of the services, the Contractor shall make the agreed results of work available to the Client (readiness for acceptance).

2. Unless a test of the results of work has been expressly agreed, acceptance of the results of work shall be confirmed by receipt of the results of work without complaint by the Client. If a separate test has been agreed, this shall be carried out by the Client within 7 days of readiness for acceptance. Acceptance of the results of work shall then be confirmed by written declaration by the Client on conclusion of the test.

3. If the Client refuses to accept the results of work for any reason other than a considerable defect, the results of work shall be deemed to have been accepted one week after readiness for acceptance.

4. Any defects serving to prevent acceptance shall be rectified by the Contractor by way of subsequent performance. The Contractor shall subsequently make the relevant results of work available for renewed acceptance. The Client shall only be entitled to rescission if the subsequent performance has proved unsuccessful at least twice and the Client can no longer reasonably be expected to allow further subsequent performance measures. Any defects not serving to prevent acceptance shall be recorded in the acceptance declaration and rectified under warranty.

11. Warranty

1. The Contractor warrants that the results of work to be produced have been provided in accordance with the state of the art and do not contain any defects which might invalidate or considerably reduce the value or fitness for purpose as defined in the Agreement. The warranty shall apply to the final version of the results of work as accepted by the Client.

2. Only defects in the results of work which serve to considerably reduce the value or fitness for purpose as defined in the Agreement shall require the Contractor to perform under warranty.

3. Any justified defects shall be rectified by the Contractor within the warranty period following due notice by the Contractor by repeated subsequent improvement or replacement. If the subsequent improvement or replacement is unsuccessful on at least two occasions and the Client can no longer reasonably be expected to accept further attempts of improvement, the Client may at its own discretion demand a reduction in the remuneration or rescission of the Agreement, although the latter shall only be permitted in the event of serious defects. This shall not affect the Client’s right to claim damages.

4. The Client undertakes on request by the Contractor to confirm within a reasonable period whether on failure of or refusal to accept subsequent performance it wishes to rescind the Agreement or to insist on performance in accordance with the Agreement.

5. The warranty period begins on the date of acceptance of the services/work and lasts for a period of 12 months.

6. The representations, warranties and covenants in this Agreement are the only representations, warranties and covenants provided by the Contractor concerning this Agreement, any services or work provided hereunder or otherwise and there are no other representations, warranties, covenants or conditions of any kind or nature or whatsoever, whether written or oral, statutory or implied, including any warranties or conditions of merchantable quality or fitness for a particular purpose or use or those arising from a course of dealing or usage trade, all of which are expressly denied and disclaimed. The Client and the Contractor each confirm that it has not relied on any representation, warranty, condition or promise made by the other party which has not been expressly stated in the Agreement.

12. Liability and compensation

1. For death and personal injury, for liability under a product liability act, in the event of liability under an explicit guarantee, as well as for malicious intent and gross negligence, the parties are liable in accordance with the law.

2. If Clause 1 above does not apply, both parties are liable independent of the basis of the claim concerned, for their own staff and third parties engaged under the Agreement, for insured risks, particularly those covered by public liability insurance up to the amount of 500,000.00 €.

3. For uninsured claims, the contracting parties shall also be liable, outside of Clause 1 above, independent of the basis of the claim concerned, for their own staff and third parties engaged under the Agreement to a claim for payment amounting to a maximum of 25,000.00 €.

4. The Contractor shall not be liable if outside the scope of Clause 1 above no contractually essential duty has been breached (duties where compliance is first required in order to enable the proper performance of the Agreement and where the contractual counterpart is generally entitled to rely on such compliance).

5. Outside of Clause 1 above in no event the Contractor shall be liable to the Client or to any third party for any special, indirect, incidental, exemplary or consequential damages of any kind or nature whatsoever (including loss of data, loss of revenue or profits or for business interruption) suffered by the Client or other third party howsoever caused and regardless of the form of action or theory of liability (including for breach of contract, tort, negligence, by statute or otherwise), even if such damages are foreseeable or the Client has been advised of the possibility of such damages.

6. Each Party agrees that it is the only person entitled to enforce this Agreement or to claim damages, or other relief, from the other party. Without limiting the foregoing, each party further agrees that it shall not grant any person the right to claim from the other party damages or other losses suffered by such person even where such person is a beneficiary of any of the services/work under the Agreement, including associated companies or outsourcers of the Client.

13. Limitation of actions

1. Claims for compensation lapse, unless they are based on intent, within one year of knowledge of the circumstances giving rise to the claim.

14. Force majeure

1. Incidents of force majeure (these include circumstances and events, which cannot be prevented by the due diligence of prudent business management) suspend the contractual obligations of the parties for the duration of the disruption and to the extent of its effect. Should the delays resulting from this exceed a period of 8 weeks, both parties shall have the right to terminate the Agreement. There shall be no further claims.

2. Any consequences of a labour dispute with the Contractor or a third party for which the Contractor is not to blame shall also be considered to be force majeure where this affects the performance of the deliveries of the Contractor.

15. Miscellaneous

1. In the event of any contradictions between documents/parts of the Agreement, the provisions contained in annexes shall prevail over the provisions of the present GTCs. The content of order documents shall be subordinate to contents of annexes and the provisions of the present GTCs.

2. Any amendments or supplements to the GTCs shall only be valid if made in writing. Any waiver of the requirement for the written form itself shall be in writing.

3. No delay or omission by any party to exercise any right or power it has under this Agreement or to object to the failure of any covenant of any other party to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights.

4. If any of the provisions of the GTCs should prove to be invalid, this shall not affect the validity of the remaining provisions. The parties in such a case undertake to replace the ineffective clause by an effective one which is as close as possible to the economic purpose of the ineffective clause.

5. The Agreement including the GTCs are exclusively governed by English Law. The provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and references in English Law to foreign systems of law shall not apply.

6. The place of performance for all obligations under the Agreement shall be London.

7. Each party hereby agrees that the courts of the town of London, in accordance with the extent of the jurisdiction of each or, in instances in which, and to the extent to which, such jurisdiction may be co-extensive in respect of any particular dispute (as determined at the time of such dispute), at the option of the originating Party, shall have exclusive jurisdiction over disputes under the Agreement, and the parties agree that jurisdiction and venue in such courts is appropriate and irrevocably attorn to the exclusive jurisdiction of such courts.