General terms and conditions of sale

KEYNEOSOFT /02072013

PROVISION OF IT, GRAPHICS, ASSISTANCE AND CONSULTANCY SERVICES

The present General Conditions of Sale (“the Conditions”) govern any offer made by KEYNEOSOFT or any order or contract between KEYNEOSOFT and the client concerned (“the Client”) relating to the provision by KEYNEOSOFT of services (“the Service”).

A contract in force between the parties, or an offer, quotation or order form from KEYNEOSOFT accepted by the Client, or an order from the Client accepted by KEYNEOSOFT, will hereafter be referred to as “the Contract”. Where the conditions form part of the Contract, they exclude all stipulations or conditions, of whatever nature, which are not agreed in writing between KEYNEOSOFT and the Client. In the event that the Contract contains provisions that are incompatible or contradictory with the Conditions, these provisions will prevail over the Conditions.

1- PRICE

The prices indicated in the Contract are established on the basis of all the conditions relating to the Contract. In particular, and without limiting the generality of the foregoing, it is understood that :

– the terms of receipt of the Service shall be those referred to in paragraph 3 below,

– all taxes, duties and levies on or outside French territory and relating to the Contract, whether applicable at the time of signing the Contract or introduced at a later date, shall be borne and paid by the Client in addition to the price of the Contract

– travel expenses are invoiced in addition to the Contract price.

2- PAYMENT CONDITION

Unless otherwise provided for in the Contract, the currency of account, billing and payment under the Contract shall be the Euro.

The total Contract price shall be invoiced to the Client as follows

– forty per cent (40%) of the total Contract price as a deposit as a condition of the Contract coming into force ;

– the balance in accordance with the payment schedule specified in the Contract or in the KEYNEOSOFT commercial proposal.

Unless otherwise stipulated in the Contract, payment of the total price of the Contract will be made by bank transfer to the account whose details will be transmitted by KEYNEOSOFT to the Client.

The prices indicated in the Contract will be payable in cash on the date of receipt of the invoices and at the latest 10 days after the date of the invoice.

3- CONFORMITY OF THE SERVICE AND ACCEPTANCE BY THE CLIENT

The Service will be inspected and subjected to KEYNEOSOFT’s standard tests.

In the event that the Service must give rise to acceptance, this must be characterized by an acceptance report drawn up jointly by the Parties. In the event of the Client’s absence from the acceptance operations or in the event of the Client’s failure to sign the acceptance report without justification within 5 working days from the end of the acceptance operations, KEYNEOSOFT will be entitled to sign the report alone, which will then have the same value as if it had been signed by both parties.

All complaints concerning the conformity of the Service to the contractual specifications must be formulated by the Client at the time of acceptance of the Service.

In the event of reservations made at the time of acceptance, KEYNEOSOFT will take the necessary actions to remove said reservations as soon as possible and will advise the Client of the completion of the Services. The Client’s failure to respond within 10 working days of the Service Provider’s notification of the execution of the Services will be considered as a decision to lift the reservations and acceptance.

4- TRANSFER OF RISK AND OWNERSHIP

In the case of specific services (excluding licences, bricks or components belonging to KEYNEOSOFT), and if the client has made a written request prior to the signing of the contract, the transfer of ownership of these specific services will be effective on the day of the definitive reception of the Services, subject to full payment of the price under the conditions defined above.

In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect within 48 hours, KEYNEOSOFT reserves the right to suspend the execution of the Service.

The transfer of risks on the object of the Service will take place at the final reception of the Service. However, in the event that the Contract provides for provisional or intermediate acceptance, the transfer of risks corresponding to the part of the Service that is subject to such provisional or intermediate acceptance will take place on the day of the said provisional or intermediate acceptance.

5- EXECUTION OF SERVICES ON SITE

If the Contract provides for KEYNEOSOFT to carry out the Service on the Client’s site, the latter must, at its own expense:

– prepare the site in due time in accordance with the technical requirements of the Contract; and

– make available to KEYNEOSOFT on site all the necessary means (manpower, tools, offices, etc.) required to carry out the Service.

6- RESPONSABILITY

KEYNEOSOFT will be liable to the Client for damages resulting directly from the execution, poor execution or non-execution of its obligations, it being understood that in any case, the cumulative total of damages likely to be owed by KEYNEOSOFT within the framework of the Contract will not exceed the total amount, excluding taxes, of the Contract, actually paid by the client on the day of the claim. KEYNEOSOFT’s responsibility can in no case be engaged in compensation for indirect damages such as loss of income or productivity, loss of profit, damage to brand image, erroneous data or content, loss of data, even if KEYNEOSOFT has been advised of the possibility of such damages.

7- EXONERATORY CAUSE

KEYNEOSOFT will not be liable to the Client if it cannot perform its obligations in accordance with the Contract due to the occurrence of an event beyond its reasonable control, due to a delay in the Client’s obligations (deliverables, inputs, validation deadlines, etc.) or due to acts or omissions attributable to the Client. In this case, the schedule will automatically be extended by the number of days necessary to overcome the exonerating cause. The performance of the Contract shall be resumed as soon as possible after the termination of the exonerating cause. If the effects of the exonerating cause last more than three (3) months, KEYNEOSOFT will have the right to terminate the Contract.

8 – INTELLECTUAL PROPERTY RIGHTS

Notwithstanding the Client’s acquisition of the physical property of the specific services (art. 4 above), all industrial and/or intellectual property rights relative to the licenses, bricks and components published by KEYNEOSOFT and the associated integration services will be, subject to the rights of third parties, the exclusive property of KEYNEOSOFT. Thus, it is expressly understood that KEYNEOSOFT remains the full owner of the licenses, bricks, components, and associated integration services, of the know-how and methodologies implemented for the realization of the services, which it reserves the right to reuse, including for the benefit of other clients, in compliance with its obligation of confidentiality.

9- ENTRY INTO FORCE OF THE CONTRACT

The effective date of the Contract will be the date on which the deposit mentioned in paragraph 2 is received by KEYNEOSOFT. For technical assistance orders, the effective date of the Contract is the date of acceptance by KEYNEOSOFT of the Customer’s order. If these conditions are not met within forty-five (45) days of the signing of the Contract, the Contract will be deemed null and void.

10- RESILIATION

Either party may terminate the Contract, ipso jure and without further formality, by written notice to the other party with immediate effect, if the other party is in material breach of its obligations under the Contract and fails to remedy such breach within sixty (60) days after an initial written notice of default has been served by the complaining party. Termination of the Contract for any reason whatsoever shall be without prejudice to any claims that either Party may have against the other Party in connection with the Contract and/or its termination. In the event of cancellation or termination of the Contract by the Client, any services started shall be due in full.

11- CONFIDENTIALITY

Each Party undertakes not to disclose to third parties, in any manner whatsoever, all or part of the documents, data and information of the other Party to which it may have had access in the course of the Contract. This obligation of confidentiality shall remain in effect for five (5) years after the end of the Contract or the date of its termination.

12- NON-SOLICITATION OF PERSONNEL

The Client undertakes, during the period of validity of the Contract, not to directly or indirectly employ or offer to employ, in any manner whatsoever and in any capacity whatsoever, one or more members of KEYNEOSOFT’s personnel involved in the execution of the Contract.

In case of non-respect of this solicitation clause, the Client will pay KEYNEOSOFT a fixed indemnity equal to twelve (12) times the last month’s gross salary of the staff member(s) concerned.

13- SUBCONTRACTING

KEYNEOSOFT reserves the right to subcontract all or part of the services.

In this case, KEYNEOSOFT will remain guarantor of the good execution of the services towards the customer.

14- APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The Contract shall be governed by French law. Any dispute, controversy or claim arising out of or in connection with this contract shall be submitted to mediation in accordance with the mediation rules of the CMAP to which the Parties declare that they adhere and in the event of failure of the mediation within a period not exceeding two months (unless extended by mutual agreement of the Parties) from the date of the dispute, controversy or claim, shall be brought before the Commercial Court of Lille.