Renaissance Contingency Services Limited General and Definitions

General:

This agreement outlines the general terms and conditions under which Renaissance agrees to carry out business with the Reseller. The terms and conditions of this agreement replace and take precedence over any other agreement between Renaissance and the Reseller.

This agreement is designed to clarify the obligations and responsibilities of all parties.

Definitions:

In these Terms:

"Company" hereinafter refers to Renaissance Contingency Services Limited.

"Reseller" hereinafter refers to the person, the ﬁrm or the company ordering or buying.

"Territory" means the geographic area to which this Agreement and the appointment of the Reseller applies, as specified in Schedule One.

"The Manufacturer" means the originator and initial licensor/developer or supplier of the Goods.

"End User Licence" means the Manufacturer's standard form licence agreement terms under which the Manufacturer's Goods (and their related documentation and any updates to them) are licensed, and an "End User" is a person who is a party to an End User Licence.

"Partner Category" means the category (if defined) for each product category as defined in Schedule One.

"Intellectual Property Rights" means copyright, confidential information, know-how, trade names, trademarks, patents, designs and any other similar rights in any country, whether registrable or not and whether registered or not.

"Price List" means the current Company Price List for Goods as notified and quoted to Reseller from time to time and any subsequent amendments notified to the Reseller by Company.

"Product Documentation" means literature provided by the Company or the Manufacturer to the Reseller from time to time relating to the Goods and for use by End Users in conjunction with the Goods.

"Goods" means the subject matter of the relevant order or contract of sale supplied by Company or the Manufacturer to the Reseller under this Agreement listed in Schedule One, as amended from time to time by Company. Goods may be hardware, software or services, or a combination thereof.

No contract in respect of the Goods between the Company and the Reseller shall exist until the Reseller's order has been accepted by the Company.

In the event that the Reseller's order seeks to make the sale subject to terms diﬀerent from these conditions, acceptance is eﬀected by a formal order acknowledgement and shall be deemed to be a fresh oﬀer by the Company on the basis of these Conditions, in which event (unless these conditions are accepted by the Reseller prior to delivery) acceptance of delivery of the Goods by the Reseller shall constitute acceptance of the Company's oﬀer, and the contract of sale shall be formed at that moment.

It is the responsibility of the Reseller to order Goods which are suitable for their customers’ requirements. This includes that the goods would be of the required capacity and capability.

No conditions or terms stipulated in any other communication or document shall vary or annul any of these conditions except insofar as the conditions are expressly consented to in writing by the Company.

Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of oﬀer, invoice or other document or information issued by the Company, shall be subject to correction without any liability on the part of the Company.

No representation, claim, drawings, illustrations, speciﬁcation or price given in any advertising or promotional literature of the Company, shall form part of the contract unless speciﬁcally stated in the accepted order for, or speciﬁcation of, the Goods.

The Company reserves the right to make any changes in the speciﬁcation of the Goods that are required to conform with any applicable safety or other statutory or EU requirements or, where the goods are to be supplied to the Company's speciﬁcation, that does not materially aﬀect their quality or performance.

The Company has representatives available to help you with any queries you may have concerning procedures.

While the Company tries to ensure that all prices provided are accurate, errors may occur. If the Company discovers an error in the price of goods the Reseller has ordered, the Company will inform the Reseller as soon as possible and give the Reseller the option of reconﬁrming the order at the correct price or cancelling it. If the Company is unable to contact the Reseller, the order will be treated as cancelled and if the Reseller has already paid for the Goods the Reseller will receive a full refund.

Duration

This Agreement will continue unless and until terminated by written notice given by either party to the other of not less than three months, or by The Company on immediate notice if the Reseller is in material breach of any term or becomes insolvent or suffers any insolvency related event.

This Agreement represents the entire terms agreed between the parties in relation to its subject matter, and supersedes all previous contracts or arrangements (if any) between the parties.

Pricing

The provision or display of pricing and other information relating to the goods by the Company to the Reseller does not amount to an oﬀer by the Company to sell the Goods at that price or on

any other terms. Supply of such information is only an invitation to treat. An order by the Reseller for the Goods shall be the oﬀer.

Unless otherwise speciﬁed, prices payable for the Goods are exclusive of delivery charges, insurance costs, packaging costs or other special handling charges.

All orders received by the Company are subject to delivery charge for each customer order received. Unless otherwise stated, the Company shall enter into a contract for delivery of the order to the address of the Reseller.

All quotes issued by the Company are valid for 14 working days from the date of issue (subject to constant currency) and must be reconﬁrmed if ordering after this period. The prices for the Goods shall be those ruling at the date of despatch and the Company reserves the right to amend its quoted prices at any time prior to that date.

All prices are exclusive of VAT and similar taxes. All such taxes will be levied on the Reseller at the time of invoice.Where Goods are being price-supported in any way, the ﬁnal invoice price can only be conﬁrmed once all conditions attached to that support have been met. Where Goods sold are price-supported by a manufacturer in favour of an end-user customer or have other speciﬁc conditions attached, the Reseller must ensure that the Goods are issued at the agreed conditions speciﬁc to that support. The Reseller must be able to conﬁrm that all conditions have been met, including conﬁrming the end-user sale by providing, when requested by the Company, the end-user invoice, the end-user purchase order or any other relevant supporting documentation requested. The Reseller agrees that the Manufacturer or the Company may audit the Reseller’s compliance with these conditions. Should a manufacturer not honour a price support for whatever reason, the Company will not for any reason whatsoever be liable, and will re-invoice the unsupported amount to the Reseller, which will become immediately due. For any further clariﬁcation required, please refer to the relevant Account Manager.

Order Cancellation

No order (including backorders) which has been accepted by the Company may be cancelled by the Reseller except with the agreement in writing of the Company, and the Reseller shall indemnify the Company in full against all loss (including loss of proﬁt), costs (including the cost of labour and materials used), damages, charges and expenses incurred by the Company, as a result of the cancellation. Without limiting its rights under this condition in any way, the Company reserves the right to charge the Reseller a cancellation/restocking fee of 25% of the price of the Goods (including services) should the Reseller cancel the order without prior agreement of the Company.

Despatch

Unless otherwise speciﬁed, the price quoted is packed ex-our warehouse. An extra amount will be levied to cover delivery and insurance costs. An additional delivery charge may be made to cover any extra costs involved for delivery to an address that is diﬀerent to the Reseller's normal delivery address.

Should expedited delivery be agreed, an extra amount may be charged to cover any additional costs involved.

Any date or time quoted for despatch is to be treated as an estimate only. Despatch may be postponed or delayed due to conditions beyond the Company's reasonable control and in no event shall the Company be liable for any damages or penalties for delay in despatch or delivery.

The Company may deliver your order in instalments; each instalment will be treated as a separate delivery.

THE Goods

In the event of the Reseller purchasing the Goods by description, the provisions of Section 13 of the Sale of Goods Act, 1893 (which implies the term that the Goods shall correspond with their description) shall not apply to the contract between the Company and the Reseller.

The Company makes and gives no warranty condition or representation in regard to the Goods, save as herein expressly stated, and it shall not be a condition of the contract of sale that the Goods supplied hereunder are ﬁt for the purpose for which the Reseller wants them, whether or not this purpose has been made known to the Company and/or are of merchantable quality. The Reseller accepts that prior to agreeing to purchase the Goods hereunder he has satisﬁed himself as to their ﬁtness for the Reseller’s purpose and as to their merchantable quality in regard to the use for which the Reseller requires them and has not relied upon the Company's skill, judgment or representations, if any, before so satisfying himself.

Credit Policy and Payment Information

Invoices are raised and dated on the date of despatch of the goods. Provided a credit account has been approved and unless otherwise speciﬁcally agreed, all invoices are payable in full, without any oﬀset or deduction, within 30 days of date of invoice.

If credit terms have not been agreed by the Company, payment must be made in full at the time of placing the order for the Goods.

All invoices are emailed to the Reseller's normal accounts email address. Statements are also available at any time at this address.

The Reseller must inform the Company within 5 working days from the invoice date of any discrepancies or errors on an invoice. If the Reseller does not, the Company will assume that the Reseller accepts all information noted on the Company's invoice.

The Company reserves the right to remove credit facilities and stop supplying Goods at any time.

The Company normally accepts payment by bank transfer. Payments by credit card are subject to a transaction fee of 1.75% on the value of all transactions.

Interest shall be payable on overdue accounts at the rate of EURIBOR +5% and will be accrued on a daily basis until such time as the account is settled.

Preliminary Work

All work carried out additional to that speciﬁed in the relevant quotation or order, whether experimentally or otherwise, shall be charged.

Retention of Title

Notwithstanding delivery and the passing of risk, the property in the Goods shall remain in the Company until the Reseller has paid all monies owed by it to the Company under this or any other contract or otherwise. If any of the Goods are processed into, incorporated in, used as materials for or mixed with other goods or materials prior to such payment, the property (but not the risk) in the whole of such goods or materials shall pass to the Company at the moment of such processing, incorporation, use or admixture, and shall remain with the Company until payment of all such monies as speciﬁed in this Condition. Until such payment is made, the Reseller shall possess all goods and material the property in which is vested in the Company by virtue of this Condition on a ﬁduciary basis only and if the Company so requires, the Reseller shall store such goods and materials at no extra cost to the Company so that they are clearly identiﬁed as belonging to the Company. The Company, without prejudice to any of its other rights and remedies, may recover and resell any or all of such Goods or materials and may enter upon the Reseller’s premises for that purpose. The Reseller has the right to sell for the account of the Company any Goods or materials the properties in which vested in the Company by virtue of this Condition. In such event the Company shall be entitled to, and the Reseller shall be under a ﬁduciary duty to, account to the Company for the proceeds of such sale to the extent that the Reseller owes any monies to the Company. In addition, the Company shall be

unpaid by the customer and the Company shall be entitled to retain from any monies recovered from the customer all monies due to the Company from the Reseller plus all costs and expenses involved in making the claim. If there is any excess, the Company will return this to the Reseller. The authority hereby granted to the Reseller to pass property in the goods or materials shall not extend to any sale of the goods or materials in the course of a sale of the entire, or substantially the entire, of the Reseller's business or undertaking pursuant to a sale of the Reseller's stock-in-trade, preparatory to a cessation of the Reseller of business or of trade in goods similar to the Goods.

On the happening of any of the following events, the authority of the Reseller to sell the Goods shall terminate immediately and all the Goods, the property of the Company, shall be immediately delivered to the Company:

any notice to the Reseller or the Company that a receiver, manager, administrator, administrative receiver or similar oﬃcer of, or over, the business, or any part of the business of the Reseller, is to be, or has been, appointed;
any notice to the Reseller or the Company that a petition to wind-up the Reseller is to be, or has been, presented, or any notice of a resolution to wind-up the Reseller (other than for the purposes of a bona ﬁde reconstruction or amalgamation on terms previously approved in writing by the Company);
any decision by the Reseller that the Reseller intends to make an arrangement with its creditors;
the insolvency of the Reseller within the meaning of Section 62(3) of the Sale of Goods Act, 1893 (as amended); and
any notice to the Reseller or the Company of the appointment of an examiner to the Reseller under the provisions of the Companies (Amendment) Act, 1990 (as amended).

Property and Risk

Notwithstanding the preceding Condition, all risk in respect of the Goods shall be assumed by the Reseller upon delivery of the same to him.

The Reseller's property and all property supplied to the Company by or on behalf of the Reseller shall, while it is in possession of the Company or in transit to or from the Reseller, be deemed to be at the Reseller's risk and the Reseller shall insure accordingly.

The Company shall be entitled to make a reasonable charge for the storage of any of the Reseller’s property left with the Company before receipt of the order notiﬁcation to the Reseller on completion of the work.

Tax Compliance

The Company may on occasion run promotions either on its own behalf, for other parties or in conjunction with commercial partners. Any tax liabilities that arise as a result of these promotions lies directly with the recipient, not with the Company, and where applicable the onus is on the recipient to declare these beneﬁts to the tax authorities.

All undertakings relating to the company and its staﬀ shall be entered into on the basis that they are in compliance with tax regulations pertaining to the Republic of Ireland. Any undertaking including, but not limited to, promotions and incentive activities, which do not comply with the relevant tax regulations, shall be rejected by the Company and shall be deemed to have been null and void from inception. Any incentive oﬀered to staﬀ of the Company without the prior written approval of the Company shall be deemed voidable by the Company.

Loss or Damage in Transit or Non Delivery

The Reseller shall examine the Goods immediately they are delivered to him. The Company reserves the right to reject claims in respect of shortages or damage in transit or non-delivery of

the Goods, or in the case of non-delivery, 5 working days after the due date for delivery.

Late Delivery

Whilst the Company will endeavour to deliver the Goods in accordance with the Reseller's requirements, the Company will not be liable for any consequences of late delivery, howsoever caused.

Defective Goods

The Company's liability (both in contract and in tort) in respect of defects in the Goods shall be limited to the replacement of faulty items or material, or the issue of credit notes in respect thereof, or the granting of a refund or such other compensatory measures as the Company, at its discretion, considers appropriate in the circumstances. Such measures shall relate only to the actual faulty items or their value and the Company shall not in any circumstances be under any liability to the Reseller in respect of any indirect or consequential loss or damage sustained by the Reseller, howsoever caused, including:

any economic losses (including, without limitation, loss of revenues, proﬁts, contracts, business or anticipated savings);
any expenditure incurred by the Reseller in respect of Goods alleged to be defective;
any Goods which have been processed in any way by the Reseller or damaged after the risk in the Goods has passed to the Reseller;
any liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Company's approval;
any liability under any warranty, condition or guarantee (whether expressed or implied) if the total price for the Goods has not been paid by the due date for payment;
any loss of goodwill or reputation, provided always that these Conditions do not exclude or restrict the Company's liability for death or personal injury from its

Returns

Returns can only be made where there is a material diﬀerence between the product ordered and the product received. All communication must be submitted via email only. Returns must be agreed by the Company in advance and are at the discretion of the Company.

Buyer's Warranty

The Reseller warrants that he is not a consumer within the meaning of the Sale of Goods and Supply of Services Act, 1980, or otherwise.

Intellectual Property Rights

The Reseller shall be responsible for any infringement with regard to patent, utility, model, trademark, design, copyright or other intellectual property right, in any country, without exception, when such infringement is due to the Company having followed the design or instruction furnished by the Reseller. The Reseller shall be liable for and indemnify the Company against all loss, damages and expenses suﬀered or incurred by the Company as a result of any such infringement. In case any dispute and/or claim arises in connection with the above infringement, the Company reserves every and all rights to cancel and make null and void the contract at its discretion and hold the Reseller responsible for any loss caused thereby to the Company. Nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in the Goods or in any product that the Goods can produce, and all such rights are to be expressly reserved to the true and lawful owners thereof.

Export Control

The Reseller shall not resell outside Ireland any of the Goods and will not resell such goods within Ireland to a purchaser knowing (or being given reasonable grounds to suspect by the purchaser) that the purchaser intends to export such goods without ﬁrst obtaining such licences as may be required or a copy of such licences obtained by the purchaser.

Force Majeure

The Company reserves the right to cancel, vary or suspend the operation of contract of sale if events occur which are in the nature of force majeure including (without prejudice to the generality of the foregoing) ﬁre, ﬂoods, storm, plant breakdown, strikes, lock-outs, riots, hostilities, non-availability of materials or supplies or any other event outside the control of the Company, and the Company shall not be held liable for any breach of contract resulting from such events.

Cancellation

The Company may withhold, or cancel, further or any deliveries under the contract of sale, or may recover all losses resulting therefrom, if any of the events occur that are set out in the Retention of Title Section of this agreement, or if the Reseller: - (a) fails to make payment on the due date under any contract with the Company; or (b) is in breach of any of the terms and conditions contained herein (notwithstanding that on a former occasion or occasions it has waived its rights). The exercise of rights under Condition 9.2 shall be without prejudice to the Company's other rights of remedies.

Applicable Law

These Conditions of Sale shall be construed in accordance with Irish Law.

Severability

If any provision of these Conditions is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be aﬀected.

Assignment

The Company may subcontract, assign or transfer its obligations or rights to a competent third party, whether in whole or in part. The Reseller may not assign or transfer any of its obligations.

Notices

Any notice required to be given by either party to the other under these Conditions shall be addressed in writing to the other party at its registered oﬃce or principal place of business or such other address as may at the relevant times have been notiﬁed pursuant to this provision to the party giving notice.