General Terms and Conditions for C4B’s Professional Services

C4B COM For Business AG, Untere Point 8, 82110 Germering, Germany (hereinafter: C4B) provides certain services such as requirement analysis support, installation support or configuration and customizing support services (hereinafter: Services) relating its software product XPhone Software (hereinafter: Software) to business persons and companies in the sense of Section 14 of the German Civil Code (hereinafter: Customer) on the basis of the below stipulated general terms and conditions (hereinafter: GTC), unless C4B and the Customer agree otherwise in individual cases on the basis of an offer made in writing or by e-mail (hereinafter: Text Form) and its acceptance in Text Form (hereinafter: Individual Contract).

1. Conclusion of Individual Contracts

a. No conflicting or other conditions, notably Customer’s general terms and conditions do apply, even where C4B has performed an Individual Contract without expressly rejecting any such conditions.

b. All offers of C4B are non-binding, unless C4B explicitly identifies the offer as binding for C4B. C4B may accept incoming orders of the Customer within two weeks following the receipt of the order.

c. Each offer and acceptances of such offer must be made in Text Form to be valif. Side letters, supplementary agreements, specifications, warranties, guarantees, representation and other agreements between the parties shall also be valid only if made in Text Form and if expressly incorporated in the Individual Contract.

d. In case C4B offers to provide Customer various services or deliverables with a different scope and separate prices (e.g. provision of different software products, Professional Service, Up2Date, irrespective if offered in one single quote or by separate quotes), each agreement on one the items or services shall form and be deemed a separate Individual Contract, unless explicitly stated otherwise. The fact that the offers identifies an overall price for the separate items or services shall not be construed as an offer of C4B to conclude one single Individual Contract for all offered services or deliverables.

e. Once an Individual Contract for Professional Services has been concluded, these GTC shall also apply to all further future business relationships with the Customer regarding such type of business, without the need for a new express reference.

2. Nature and General Scope of the Services

a. C4B provides Services as services-to-support and assist on the basis of Section 611 ff. of the German Civil Code (BGB), unless explicitly agreed otherwise in the Individual Contract. C4B’s obligations are therefore limited to providing support and assistance, but not the provision or achievement of a specific result.

b. C4B will render the Services with the diligence of a prudent businessperson using know how and technologies that are acknowledged state of the art.

c. C4B may perform the Service at any location it sees fit. In case the performance at a specific place is required due to the nature of the Services or otherwise (e.g. on Customer´s site or remote access), such place will be agreed between the parties in the Individual Contract.

d. C4B will render the Services in compliance with timelines and performance dates specifically identified as binding by the Individual Contract. Section 3 lit. d. through g. of these GTC shall apply.

e. The Customer may object to the rendering of the Services by individual subcontractors, freelancers of employees of C4B in case Customer is able to evidence good cause for such objection. In such case, C4B will use reasonable efforts to find an acceptable replacement within a reasonable timeframe.

3. Performance of the Service

a.Customer shall nominate an individual (and keep nominated during the term of the Individual Contract) being the contact person responsible for all questions and decisions relating to the Services. Customer’s relevant nominated contact person will be deemed being authorized for making all decisions of Customer relating to the Service with binding effect for Customer.Customer shall safeguard that the contact person or, in case of the absence of such contact person, a replacement is available during normal business hours and can be contacted within reasonable term.

b. Unless otherwise agreed in the Individual Contract, C4B will inform Customer about the status of the Services every two calendar weeks, unless no substantial progress compared to the last status report has been made within the said timeframe.

c. All reports as per lit. b., results as per Section 5, or where agreed timesheets as per Section 6 will be provided to Customer’s contact person.

d. In case Customer cancels or postpones agreed Service dates for reasons for which Customer is responsible for, C4B can claim the following compensation as liquidated damages: Depending if the Service date is cancelled or postponed

- 15 to 11 working days before the agreed service date, 25 % or the remuneration for the Service date;

- 10 to 6 working days before the agreed service date, 50 % or the remuneration for the Service date;

- 5 to 2 working days before the agreed service date, 90 % or the remuneration for the Service date; and

- 1 working day before the agreed service date, 100 % or the remuneration for the Service date.

Other additional rights and remedies of C4B remain unaffected. The fact that Customer does not appear to a Service date deems to be a cancelation of the Service date.

e. Service dates or timelines identified in the Individual Contract are non-binding targets for C4B, unless explicitly agreed in written as fixed or binding Service date or timeline. C4B will be in delay with binding Service dates or timelines only, if the Customer has granted a reasonable grace period in Text Form and C4B failure to deliver the Service is at C4B´s sole fault.

f. C4B’s compliance to binding timelines and dates depends on Customer’s full and timely compliance of Customer with all of its related duties required in order for C4B providing the Service, with all of Customer´s payment obligations and all other of its obligations. In case Customer does not comply with all or any of its obligations, irrespective if caused by Customer’s default or not, all agreed Service dates or timelines are postponed accordingly. Other additional rights and remedies of C4B remain unaffected.

g. In case C4B is in delay with providing Services and such delay is caused by C4B’s slight negligence, any damages claims of Customer based on the delayed or non-provision of the Service shall be excluded, in any other case limited to the foreseeable damage, with a maximum of 5 % of the remuneration payable for the portion of the delayed or un-rendered Services. Customer may rescind from the Individual Contract only to the extent the delay is culpably caused by C4B. Customer is upon C4B´s request obliged to inform C4B in due time if Customer rescinds from the Individual Contract or if Customer insists on C4B’s performance. The aforesaid limitation on C4B’s liability does not apply in cases of C4B´s willful misconduct or gross negligence.

4. Customer’s Duties

a. Customer shall safeguard that C4B may at any time access Customer’s systems relevant for providing the Services on Customer’s premises or by remote access, as reasonably decided by C4B, and provide all documentation and information required or useful for providing the Services. This also applies with respect to such documentation or information becoming apparent at a later stage during the Service term.

b. Customer will comply with its aforesaid duty without requiring a formal request by C4B. However, Customer will comply with such obligations within timelines identified in the Individual Contract or upon request of C4B, irrespective if such request is issued in Text Form or orally.

c. C4B will verify documentation and information provided by Customer only for plausibility, but not for completion or correctness, unless the scope of the Service specifically comprises as per the terms of Individual Contract such verification services. In all other cases Customer warrants and represents that all and any documentation or information provided is correct and complete, and C4B may request Customer to confirm the correctness and completion in Text Form.

d. All consequences of delays based on a late provisioning of documentation or information shall be borne by Customer. Agreed Service dates and timelines for which C4B is responsible affected from such delay shall be postponed for the term of the delay. C4B may invoice any additional efforts resulting from such late provision by Customer as outlined in Section 6. lit a. below.

e. Customer shall inform its employees about the provision of Services by C4B, to the extent such employees are affected thereby or a required to cooperate with C4B.

f. In case the Services require to be provided on Customer’s premises, Customer shall provide a separate workspace. Where possible, Customer will provide in such case also telephone and internet access. The costs thereof will be borne by Customer.

5. Rights to Results

a. C4B will document all relevant results originating from the Services in Text Form and provide these results to Customer upon the Service completion, unless such results have already been provided as part of the reports described in Section 3 lit. b. above. C4B is not required to provide concepts or preliminary drafts.

b. Upon full payment of the fees payable for the Services, Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the results for its internal business purposes. Customer is however not entitled to modify or copy documented results unless agreed explicitly in Text Form. In case Customer is granted a right to copy results, any such copy shall identify C4B as the copyright holder.

6. Fees and Payment Terms

a.Unless explicitly agreed otherwise in the Individual Contract, C4B offers the Service on a time and material basis. The applicable hourly or per day rates for the Services will be set out in the Individual Contract, otherwise - in the absence of such - C4B’s standard rates for professional Services shall apply.

b. C4B will invoice the payable amounts on a monthly basis on the basis of C4B’s time sheets. Such time sheets will include the date the Service was rendered, the effort, and a brief description of the Service rendered. Time sheets will be provided to Customer only upon written request.

c. Travel time and costs for travels between the seat of C4B and the place of performance will be charged to Customer at the end of a calendar month on the basis of the following flat rates (per person), except agreed otherwise in the Individual Contract:

- up to 100 km: 190,00 Euro

- up to 250 km: 390,00 Euro

- up to 500 km: 690,00 Euro

- up to 1000 km: 990,00 Euro

- more than 1000 km: 1390,00 Euro.

Overnight stays on Customer´s request will be charged per person with a flat rate of 150 Euro and invoiced at the end of the month.

d. All rates and prices are exclusive applicable VAT.

e. In case the Customer fails to timely pay due amounts (or parts thereof), C4B may make subsequent deliveries only subject to receipt of prepayments or to the provision of a security deposit.

f. Subject to the provisions in the following lit. h. all payments shall be made without deduction to the banking account identified by C4B, unless the parties agreed in the Individual Contract the applicability of the SEPA direct debt scheme. C4B accepts bills or cheques only if beforehand agreed hereupon and only on account of payment. Any discount or banking charges are for Customer’s account.

g. The parties agree that during the term a SEPA direct debt scheme applies between the parties, the term to pre-notify Customer about the collection of payments are reduced to five (5) calendar days before the actual collection occurs. The notice will be made within the related invoice.

h. Customer can set off against claims of C4B only such claims that are undisputed or recognized by a final court judgement; Customer may claim rights of retention only based on such claims. In addition, Customer may claim rights of retention only regarding such claims which are based on the same Individual Contract.

7. Liability

a. Unless provided otherwise by Section 3. lit g. for late or non-delivery, C4B will be liable to the Customer only to the extent as explicitly set out by this Section 7.

b. The exclusions and limitations of C4B´s liability in this Section – irrespective of its legal ground – shall not apply in case of intent and gross negligence, in case of injuries to life, body or health, pursuant to the terms of the German Product Liability Act, or under a guarantee explicitly granted by C4B.

c. C4B’s liability for slightly negligent is excluded except for damages resulting from a slight negligent breach of cardinal duties (i.e. duties which enable the performance of the Individual Contract and are precondition of the performance of the Individual Contract and which the Customer may therefore rely upon) shall be limited to such damage which was typical for this kind of business and foreseeable upon the execution of the Individual Contract. Any such liability is limited to the typical and foreseeable damage. The liability for loss of profit, unrealized savings, loss of production and other consequential damages is excluded. The parties agree per damaging event and per contractual year on a cap of 10 % of the net value of the affected Individual Contract. The parties may agree on an exceeding liability against payment of additional fees in the Individual Contract.

d. C4B’s liability resulting from a guarantee only in case such liability was explicitly included in the guarantee. Any liability resulting from a guarantee is limited in cases of slight negligence as per Section 7. lit. c.

e. The liability for loss of data or information is limited to the effort required to restore such data or information if Customer would have applied reasonable backups. In case of slight negligence of C4B such liability only applies in case the Customer has made such backup immediately prior to the damaging event.

f. All claims of Customer for damages shall be time-barred after 12 months (beginning to run pursuant to the applicable statutory limitation provisions), except for cases where C4B’s liability is based on willful misconduct, gross negligence, death or bodily harm.

g. The provisions of Section 7. lit. a. through f. shall apply accordingly for compensation claims (“Aufwendungsersatzansprüche”) of Customer against C4B.

8. General Provisions

a. The Individual Contract, its conclusion and construction shall be governed by the laws of Germany, without recourse to its conflict of Laws provisions. The provisions of the United Nations Convention on the Sale of Goods (CISG) are not applicable.

b. In case a provision of an Individual Contract is or becomes invalid or unenforceable, the effectiveness of the remaining provisions shall not be affected. The parties shall replace the invalid or unenforceable provision by such valid and enforceable provision as comes closest to the parties’ intention at the time of the conclusion of the Individual Contract.

c. Customer will respect all applicable export or import regulations, especially the laws of the USA, Germany and the European Union. All costs and levies resulting from cross-border deliveries, especially customs duties, taxes, tolls or other charges are on Customer’s expenses. Customer is solely responsible for the organization and handling of all administrative procedures concerning cross-border deliveries unless expressly agreed otherwise in the Individual Contract.

d. Alterations or modifications of the Individual Contract shall only be valid if agreed upon in Text Form. The same shall apply for any alteration of this lit. d.

e. The Individual Contract constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all previous communications, representations, understanding and agreements, either oral or written, between the parties with respect to such subject matter hereof.

f. Exclusive legal venue for all disputes arising in connection with or as a result of the Services, for Customer, be the courts competent for the seat of C4B. C4B may, at its sole discretion, choose to bring proceedings at another venue permitted by applicable laws, provided Customer is a business person, a legal entity under public law (“juristische Person des öffentlichen Rechts”) or a public law special funds (“öffentlich-rechtliches Sondervermögen”). C4B may, at its sole discretion, choose to bring proceedings at another venue permitted by applicable laws.