Terms & Conditions

The following Gam Consult sa Terms and Conditions are applicable to all Gam Consult sa (“GAM CONSULT”) contracts with customer (“Customer”) and applies to Customer’s purchases of Software licenses, Support, and Professional Services from “GAM CONSULT” (unless specifically agreed otherwise).



Unless explicitly stated otherwise in a Transaction Document, the following words will have the following meaning in the context of this Agreement:

a.Deliverable means the tangible work, specific development, documentation resulting from the performance of Services excluding Products and Custom Products.

b.Custom Product means a Product modified, altered, or customized to meet Customer requirements.

c.Delivery Location means the location where “GAM CONSULT” transfers title or possession of Products to Customer or its designate or the location where Services are performed or, in the case of remote or intangible Services, where the Products being serviced are located.

d.Hardware means computer and related devices and equipment, related documentation, accessories, parts, and upgrades.

e.“GAM CONSULT” Software Solution means Products and Services bearing a trademark or service mark of “GAM CONSULT” and embedded “GAM CONSULT” selected third party Software that is not offered under a third party license agreement.

f.“GAM CONSULT”BusinessPartner(s)means selected companies authorized by “GAM CONSULT” to promote,market,sell,support, and deliver certain Products and Services.

g.Product means Software listed in “GAM CONSULT”’ standard price list at the time of “GAM CONSULT”’ acceptance of Customer order, and includes Custom Products as well as third party products.

h.Professional Service means consulting, integration, development or other technical services performed by “GAM CONSULT” under a Statement of Work or other Transaction Document.

i.Service means Support and Professional Services.

j.Software means machine-readable instructions and data (and copies thereof ) including middleware and firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures.



k.Specification means technical information about p roducts published in “GAM CONSULT” product manuals, user documentation, and technical data sheets in effect on the date “GAM CONSULT” delivers Products to Customer.

l.Statement of Work means an executed document so titled, that describes the Services to be performed by “GAM CONSULT” under the Professional Services Terms or Support Terms sections.

m.Support means software maintenance, training, installation and configuration, and other standard support service provided by ”GAM CONSULT” and includes “Custom Support” which is any agreed non-standard Support as described in a Statement of Work.

n.Transaction Document(s) means a by “GAM CONSULT” accepted Customer order (excluding pre-printed terms) and in relation to that order valid “GAM CONSULT” quotations, license terms delivered or otherwise made available to Customer with Software, “GAM CONSULT” published technical data sheets, product or service descriptions, “GAM CONSULT” limited warranty statements delivered with or otherwise made available to Customer with Products, and mutually executed Statements of Work, all as provided by “GAM CONSULT”, or other mutually executed documents that reference this Agreement.

o.Use of Software means to install, store, load, execute, and display one copy of the Software on one device at a time for Customer’s internal business purposes.

p.Version means a release of Software that contains new features, enhancements, and/or maintenance updates, or for certain Software, a collection of revisions packaged into a single

entity and, as such, made available by “GAM CONSULT” to its customers (also called a “Release”).


a.Global Agreement. Customer Affiliates may participate under this Agreement through the issuance of their order referencing this Agreement and its acceptance by “GAM CONSULT” in the same country. Upon “GAM CONSULT” acceptance of such an order, the terms of this Agreement will apply between the “GAM CONSULT” and the Customer Affiliate and references to “GAM CONSULT” and “Customer” shall mean “GAM CONSULT” and Customer Affiliate respectively. “GAM CONSULT” may include in their acceptance transmittal supplemental country specific terms to reflect local law or business practice that will take precedence over any other inconsistent terms in this Agreement. All orders placed by Customer Affiliates must specify a delivery address or Service performance location within the country of “GAM CONSULT” where the order is accepted.

b.Prior Authorization. Any sale or license of a Product or Service under this Agreement to a Customer Affiliate in countries where “GAM CONSULT” does not have a subsidiary or support capabilities is subject to “GAM CONSULT”’ prior written authorization.

c.Liability. “GAM CONSULT” will perform only in its designated jurisdiction and is solely responsible for claims arising out of its own performance.

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a.Prices. Product and Service prices are specified in the current local published “GAM CONSULT” price list at the time “GAM CONSULT” receives Customer’s order, or in a valid Transaction Document. Prices are subject to change at any time prior to “GAM CONSULT”’s acceptance of Customer’s order, unless stated otherwise in a Transaction Document.

b.Price Validity. Unless prices are changed by “GAM CONSULT” in accordance with this Agreement, prices are valid while this Agreement is in effect for the period set forth in a Transaction Document. Product prices for an order remain valid for thirty (30) days from original order date unless otherwise quoted by “GAM CONSULT”.

c.Taxes. Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on “GAM CONSULT” or on the Customer by any taxing authority (other than taxes imposed on “GAM CONSULT”’s income) related to Customer’s order, unless Customer has provided “GAM CONSULT” with an appropriate resale or exemption certificate for the delivery location.

d.Withholding Tax. If Customer is required by law to withhold and remit tax relating to Customer’s order, Customer shall:

1.Be entitled to reduce the payment by the amount of such tax;

2.Withhold and remit such tax to the applicable tax jurisdiction;

3.Assist “GAM CONSULT” to obtain the benefit of any reduced withholding tax under applicable tax treaties, and furnish to “GAM CONSULT” a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities.

e.Annual indexing. Unless otherwise specified in the Transaction Document, the prices for Services are automatically recalculated on a yearly basis, at the anniversary date of the relevant Transaction Document, based on the evolution of the most common cost of living index of the country in which Services are provided.


a.Authority. Only “GAM CONSULT” directors have authority to bind “GAM CONSULT”. Sales representatives or agents have no authority to bind “GAM CONSULT”. A list of “GAM CONSULT” directors of each “GAM CONSULT”affiliate is available on request.

b.Offers. “GAM CONSULT” offers and quotations shall expressly or implicitly refer to this Agreement. “GAM CONSULT” offers are expressed in Euro plus taxes, and are binding for a maximum period of thirty (30) days, (i) provided that in the meanwhile no modification of salaries, materials, licenses or currency occurs, having an adverse effect on “GAM CONSULT” costs and (ii) subject to the availability of material and human resources and inventory.

c.Orders. Orders shall refer to this Agreement and are subject to acceptance by “GAM CONSULT”. Orders must specify a delivery address and have a delivery date within thirty (30) days from the order date unless otherwise provided in a Transaction Document.

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d.Cancellation. Customer may not cancel or modify unilaterally an accepted order, unless otherwise provided in a Transaction Document. Any cancellation, duly accepted by “GAM CONSULT”, shall entitle “GAM CONSULT” to a fixed indemnity of 30% of the cancelled amount of the order.

e.Extended Delivery Dates. Subject to “GAM CONSULT”’ acceptance, Customers’ changes to orders that extend delivery dates beyond thirty (30) days from the order date shall be considered new orders at the prices in effect when “GAM CONSULT” receives the changed order.


a. Delivery. “GAM CONSULT” will deliver So ft w a re , D e l iv e ra b le s and Se rv ice s at the address specified in Customer’s order within the country in which “GAM CONSULT” accepted the order. “GAM CONSULT” may elect in its sole discretion to deliver Software, Deliverables, Specifications, or Product documentation by enabling electronic transmission to, or electronic access or download by Customer in the country where “GAM CONSULT” accepted the order.


a.Payment Terms. Unless agreed differently in a Transaction Document or between the parties, Customer agrees to pay all services invoiced within thirty days of the invoice date. All

payments have to mention the number of the relevant invoice. Each invoice of “GAM

CONSULT” is considered to be accepted if the Customer has not contested it within 8 days after invoice date by registered letter.

Software is payable separately before delivery or download as the case may be. Professional services are payable monthly based upon time sheet or upon project completion report as provided by “GAM CONSULT”.

b.Customer Default. “GAM CONSULT” may discontinue performance if Customer fails to pay any sum due, or if after ten (10) days written notice Customer has not cured any other failure to perform under this Agreement. Non-payment at due date will automatically and without notice

(i)entitle «GAM CONSULT» to a monthly interest of 1% (each month started being taken into account for a whole month) plus a lump sum fee of 10% of the unpaid invoice with a minimum of EUR 300, and (ii) allow “GAM CONSULT” to obtain immediate payment of any other sum due, even if not yet payable.

c.Retention of ownership. “GAM CONSULT” retains ownership of Products until full payment. Customer shall execute any paperwork required by “GAM CONSULT” to effectuate any such retention of ownership.


a.Warranty Statements. “GAM CONSULT” limited warranty statements for Software, Support, and Professional Services, as applicable, are contained in their respective sections of this Agreement.

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b.Transfer. Warranties are transferable within the E.C. territory to another party for the remainder of the warranty period subject to “GAM CONSULT” license transfer policies and any assignment restrictions.

c.Exclusions. “GAM CONSULT” is not obligated to provide warranty services or Support for any claims resulting from:

1.Improper site preparation, or site or environmental conditions that do not conform to “GAM CONSULT”’ site specifications;

2.Customer’s non-compliance with Specifications or Transaction Documents;

3.Improper or inadequate maintenance or calibration;

4.Customer or third-party media, software, interfacing, supplies, or other products;

5.Any work done under the supervision of the client on or behalf of the client

6.Modifications not performed or authorized by “GAM CONSULT”;

7.Virus, infection, worm or similar malicious code that are not proved having been introduced by “GAM CONSULT”;

8.Customer’s late protestation, or

9.Abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond “GAM CONSULT”’ control.

d.Non-GAM CONSULT” Products and Services. “GAM CONSULT” provides third-party products, software, and services that are not “GAM CONSULT” Software Solution “AS IS” without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties.



No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under this Agreement. Customer will not register or use any mark or internet domain name that contains “GAM CONSULT”’trademarks


a.Limitation of Liability. “GAM CONSULT”’ total aggregate liabilityis limited:

(i)for damages to tangible property, to EUR 1.000.000; and

(ii)for damages resulting from a performance default to the amount paid by Customer for:

1.the Product;

2.Support up to a maximum of six (6) months; or

3.the Professional Service during the civil year of the damage; that in each case is the subject of the claim.

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b.Exclusion. Except for claims by a party for infringement of their intellectual property rights against the other party, in no event will either party be liable for any incidental, indirect,

special, or consequential costs or damages including, without limitation, downtime costs; lost business, revenues, or profits; failure to realize expected savings; loss or unavailability of or damage to data; or software restoration.

c.Legal Theory. To the extent allowed by local law, these limitations will apply regardless of the basis of liability, including negligence, misrepresentation, breach of any kind, or any other claims in contract, tort or otherwise.


a.Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days prior written notice to the other party, unless prohibited by the terms of a Transaction Document.

b.Termination for Cause. Either party may terminate this Agreement on written notice if the other party fails to comply with this Agreement after it has been notified in writing of the nature of the failure and been provided with a reasonable time to cure the failure.

c.Prior Orders. The termination of this Agreement will not affect payments due or fulfillment and payment of orders accepted prior to termination.

d.Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, enters into liquidation or has its assets assigned, the other party may terminate this Agreement without notice and may cancel any unfulfilled obligations.

e.Survival. Any terms in this Agreement which by their nature extend beyond the termination or

expiration of this Agreement will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.


a.Electronic Orders and EDI. Where facilitated under local law, the parties may do business electronically, including order placement and acceptance. Once accepted, such orders will create fully enforceable obligations subject to the terms of this Agreement. Such orders and acceptances will be deemed for all purposes to be an original signed writing. Customer and “GAM CONSULT” will adopt commercially reasonable security measures for password and access protection.

b.Internal Use. Products and Services acquired by Customer under this Agreement are solely for Customer’s own internal use and not for resale or sub-licensing.

c.Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer’s payment obligations. In the event such circumstances continue for more than three (3) months, either party may terminate the Agreement or affected orders in respect of Products and Services not yet delivered.

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d.Assignment. Customer may not assign, delegate or otherwise transfer all or any part of this Agreement without prior written consent from “GAM CONSULT”. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of “GAM CONSULT” Software licenses are subject to compliance with “GAM CONSULT” Software license transfer policies.

e.Governing Law. Disputes arising from Agreement will be governed by the law of the jurisdiction of the principal place of business of “GAM CONSULT”.

f.Notices. All notices that are required under this Agreement will be in writing and will be considered effective upon receipt.

g.Entire Agreement. This Agreement is the entire agreement between “GAM CONSULT” and Customer regarding Customer’s purchase of Products and Services, and supersedes and replaces any previous communications, representations, or agreements, or Customer’s additional or inconsistent terms, whether oral or written. In the event any provision of this Agreement is held invalid or unenforceable the remainder of the Agreement will remain

enforceable and unaffected thereby, and parties undertake to replace such invalid or unenforceable provision by another provision which effect(s) is (are) as close to the originally intended effect as possible. In case of disagreement about the new wording, the parties shall refer to an arbitrator appointed by mutual agreement or, if not, by the President of the First Instance Court in Luxembourg. This arbitrator shall have the task to write the new text in the spirit of the law, with fairness and within the general economy of this agreement.

h.Waiver. Neither party’s failure to exercise or delay in exercising any of its rights under this Agreement will constitute or be deemed a waiver or forfeiture of those rights.

i.Order of Precedence. Unless otherwise agreed or provided herein, in case of contradiction

between their terms and conditions, documents will apply in the following descending order of precedence:

1.transaction Documents consisting of license terms or limited warranty statements delivered or otherwise made available to Customer with Products;

2.the sections of this Agreement;

3.all other Transaction Documents.

j.Independent Contractor. “GAM CONSULT” is an independent contractor in the performance of this Agreement and neither “GAM CONSULT” nor any “GAM CONSULT” personnel are employees or agents of Customer or “GAM CONSULT” Business Partners. Nothing in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

k.Non-solicitation. The Customer shall refrain from enticing away the colleagues, employees, assistants or agents of “GAM CONSULT” (hereinafter referred to as the “Staff”), and in particular, refrain without the previous and written agreement of “GAM CONSULT” to hire people working or having worked for “GAM CONSULT” (or otherwise ask these people to provide services either directly or indirectly, through other physical or legal entities) and this for a period of one year following the termination of the contract binding the Staff, for whatever reason of cancellation, under penalty of a contractual indemnity to “GAM CONSULT” equivalent to one year of employers’ cost (remuneration, taxes and social security included) of the hired staff in contravention to this provision.

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l.No exclusivity. No stipulation in the present Agreement may be interpreted as a limitation to the right of “GAM CONSULT” to perform identical or similar services for third parties. The Customer acknowledges that “GAM CONSULT” has the right to accept similar tasks for other customersof“GAM CONSULT”.

m.Reference. “GAM CONSULT” may refer to the Customer as a Customer of “GAM CONSULT” in its advertising material and issue a press release explaining the Product or Service that was delivered to the Customer.



“GAM CONSULT” grants Customer a non-exclusive, non-transferable license to “Use”, in object code form, the Version or Release of the “GAM CONSULT” Software Solution delivered from a “GAM CONSULT” accepted order. Customer’s Use of such Software is subject to these license terms and the Use restrictions and authorizations for the Software specified by “GAM CONSULT” in Transaction Documents that accompany or are otherwise made available to Customer with the Software (the “Software License”). In the event of any conflict among such terms, the order of precedence will be the accompanying Transaction Documents then the terms of this section.


For non-GAM CONSULT Software, the third party supplier’s license terms and use restrictions found in the Transaction Documents that may accompany that Software will solely govern its Use.


This Software License confers no title or ownership and is not a sale of any rights in the Software. Third-party suppliers are intended beneficiaries under this Agreement and independently may protect their rights in the Software in the event of any infringement. All rights not expressly granted to Customer are reserved solely to “GAM CONSULT” or its suppliers.


Customer accepts Software upon delivery.


Software Versions or maintenance updates, if available, may be ordered separately or may be available through Software Support. “GAM CONSULT” reserves the right to require additional licenses and fees for Software Versions or separately purchased maintenance updates or for Use of the Software in conjunction with upgraded Hardware or Software. When Customer obtains a license for a new Software Version, Customer’s Software License for the earlier Version shall terminate. Software Versions are subject to the license terms in effect on the date that “GAM CONSULT” delivers or makes the Version available to Customer.

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a.Use Restrictions. Customer may not exceed the number of licenses, agents, tiers, nodes, seats, or other Use restrictions or authorizations agreed to and paid for by Customer. Some Software may require license keys or contain other technical protection measures. Customer acknowledges that “GAM CONSULT” may monitor Customer’s compliance with Use restrictions and authorizations remotely, or otherwise. If “GAM CONSULT” makes a license management program available which records and reports license usage information, Customer agrees to appropriately install, configure and execute such license management program beginning no

later than one sixty (60) days from the date it is made available to Customer and continuing for the period that the software is used.

b. Copy and Adaptation. Unless otherwise permitted by “GAM CONSULT”, Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. If Customer makes a copy for backup purposes and installs such copy on a backup device, unless otherwise provided in the Transaction Documents, Customer may not operate such backup installation of the Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the Use on the backup device must be discontinued when the original or replacement device becomes operable. Customer may not copy the Software onto or otherwise Use or make it available on, to, or through any public or external distributed network. Licenses that allow Use over Customer’s intranet require restricted access by authorized users only.

c.Copyright Notice. Customer must reproduce all copyright notices that appear in or on the Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use.

d.Designated System. Notwithstanding anything to the contrary herein, the Software License

for certain Software, as identified in Transaction Documents, is non-transferable and for use only on a computer system owned, controlled, or operated by or solely on behalf of Customer and may be further identified by “GAM CONSULT” by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of Customer.

e.Changes. Customer will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the Software except as mandatorily provided under applicable law where the Software is used. Where Customer has such mandatory rights, Customer will provide “GAM CONSULT” with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefore.

f.Use for Service Provision. Extending the Use of Software to any person or entity other than Customer as a function of providing services, (i.e.; making the Software available through a commercial timesharing or service bureau) must be authorized in writing by “GAM CONSULT” prior to such use and may require additional licenses and fees.

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Unless otherwise specified in a Transaction Document, the Software License granted Customer will be for the whole duration of the legal protection of the intellectual property rights concerned, provided however that “GAM CONSULT” may terminate without judicial intervention nor indemnity the Software License upon notice for failure to comply with this Agreement. Immediately upon termination of the Software License or upon expiration of any individual limited term license, Customer will destroy the Software and all copies of the Software subject to the termination or expiration or return them to “GAM CONSULT” at Customer’s costs and risks. Customer shall remove and destroy or return to “GAM CONSULT” any copies of the Software that are merged into adaptations, except for individual pieces of data in Customer’s database. Customer may retain one copy of the Software subsequent to termination solely for archival purposes only. At “GAM CONSULT”’s request, Customer will certify in writing to “GAM CONSULT” that Customer has complied with these requirements.


Customer may not sublicense, assign, transfer, rent, or lease the Software or the Software License to any other party except as permitted in this section. Except as provided in sub-section C.6.d. above, “GAM CONSULT” Software Solution licenses are transferable subject to “GAM CONSULT”’ prior written authorization and payment to “GAM CONSULT” of any applicable fees or compliance with applicable third party terms. Upon transfer of the Software License Customer’s rights under the License will terminate and Customer will immediately deliver the Software and all copies to the transferee. The transferee must agree in writing to the terms of the Software License, and, upon such agreement, the transferee will be considered the “Customer” for purposes of the license terms. Customer may transfer firmware only upon transfer of the associated Hardware.


Customer agrees that “GAM CONSULT” may audit Customer’s compliance with the Software License terms. Any such audit would be at “GAM CONSULT”’ expense, requires reasonable notice, and would be performed during normal business hours. If an audit reveals underpayments then Customer will immediately pay “GAM CONSULT” such underpayments together with the costs reasonably incurred by “GAM CONSULT” in connection with the audit and seeking compliance with this sub-section.


“GAM CONSULT” Software Solution will materially conform to its Specifications. If a warranty period is not specified for “GAM CONSULT” Software Solution, the warranty period will be ninety

(90)days from the delivery date.


“GAM CONSULT” shall make its best efforts in order to ship physical media containing “GAM CONSULT” Software Solution free of viruses, but without any warranty. The Customer is supposed to check the absence of viruses before installation or use thereof.

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“GAM CONSULT” does not warrant that the operation of Software will be uninterrupted or error free, or that Software will operate in Hardware and Software combinations other than as expressly specified by “GAM CONSULT” in the Product Specifications or that Software will meet requirements specified by Customer.


If notified of a valid warranty claim during the warranty period, “GAM CONSULT” will, at its option, correct the warranty defect for “GAM CONSULT” Software Solution, or replace such Software. If “GAM CONSULT” is unable, within a reasonable time, to complete the correction, or replace such Software, Customer will be entitled to a refund of the purchase price paid upon prompt return of such Software to “GAM CONSULT”. Customer will pay expenses for return of such Software to “GAM CONSULT” and “GAM CONSULT” will pay expenses for shipment of repaired or replacement Software to Customer. This sub-section C.13. states “GAM CONSULT”’ entire liability for warranty claims.


Notwithstanding other statements in this Agreement, Software licensed under Open Source or freeware licenses is provided “AS IS” without any warranties or indemnities of any kind. Software provided under an Open Source license is governed solely by such license terms which will prevail over this Agreement.



a.Description of Support. “GAM CONSULT” will deliver Support according to the description of the offering, eligibility requirements, service limitations, and Customer responsibilities described in the relevant Transaction Documents.

b.Ordering Support. Customer may order Support:

1.At the time of Product purchase, or prior to installation of Products for which Support is being purchased, for a fixed term;

2.after the time of Product purchase, for either a fixed term or an initial term that may be renewed (may be referred to as““GAM CONSULT” Contractual Services”);

3.On a per-event basis;

4.At any time, when agreed non-standard Support has been offered by “GAM CONSULT” for the Customer according to a Statement of Work (also known as “Custom Support”) or as otherwise offered by “GAM CONSULT”

5.Based on a specific Transaction Document.

c.Term - Termination. A “GAM CONSULT” accepted Support order will commence on the effective date specified in the Transaction Document. Unless otherwise stated in such Transaction Document (i) it will continue for a term of one (1) year and (ii) thereafter the order will be renewed for successive one-year periods subject to the then applicable “GAM CONSULT” terms

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and conditions and charges, unless one party should give a written notice of its intent not to renew at the latest 4 months before the end of the then current one-year period.

If the Customer terminates pre-paid Support prematurely, “GAM CONSULT” is entitled to recover from the Customer the total amount of multiyear and/or pre-payment discounts granted.

However for non-“GAM CONSULT” Software and Services, the termination modalities will be according to the conditions as stipulated in the “GAM CONSULT” agreement with the manufacturer or the third-party responsible for such Products and Services. Such modalities will be communicated upon request.

“GAM CONSULT” may discontinue Support for Products and specific Support services no longer included in “GAM CONSULT”’ Support offering upon ninety (90) days written notice, unless otherwise agreed. More in general, “GAM CONSULT” may terminate any “GAM CONSULT” accepted Support order upon ninety (90) days written notice to the Customer at any time for any reason.

d.Return to Support. If Customer allows Support to lapse, “GAM CONSULT” may charge Customer additional fees to resume Support or require Customer to perform certain hardware or software upgrades. “GAM CONSULT” will review and assess whether such fees are required, and explain these to Customer at the time of the request to return to Support.

e.Local Availability. Customer may order Support from “GAM CONSULT” current Support offerings. Some offerings, features, and coverage (and related Products) may not be available in all countries or areas.

f.Support Warranty. “GAM CONSULT” warrants that it will perform Support using generally recognized commercial practices and standards.


a.Pricing. Except for prepaid Support or as otherwise stated in a Transaction Document, and regardless of the generally applicable Annual indexing of Services, “GAM CONSULT” may change Support prices upon three (3) months written notice. For hardware support, and

provided that the Support is totally or partially subcontracted to an “GAM CONSULT”’ supplier in a “back to back” agreement, this notice period can be reduced to 1 week provided that “GAM CONSULT” modifies it’s prices proportionally to the modification of “GAM CONSULT”’ supplier’s prices.

b.Additional Services. Additional services performed by “GAM CONSULT” at Customer’s request that are not included in Customer’s purchased Support will be chargeable at the applicable published service rates for the country where the service is performed. Such additional services include but are not limited to:

1.Customer requests for Support after “GAM CONSULT”’ local standard business hours (unless Customer has specifically purchased after-hours coverage for the requested Support);

2.Customer requests for repair for damage or failure attributable to the causes specified in sub- section A.7.d. of the “GAM CONSULT” Base Terms (“Warranty Exclusions”); and

3.Customer requests for Support where Customer does not, in “GAM CONSULT”’ reasonable determination, meet the applicable prerequisites and eligibility requirements for Support.

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c.Local Availability. Support outside of the applicable “GAM CONSULT” coverage areas may be subject to travel charges, longer response times, reduced restoration or repair commitments, and reduced coverage hours.

d.Invoicing. Invoices for Support will be issued in advance of the Support period and are due in their aggregate notwithstanding any early termination of the Support period. “GAM

CONSULT” Support invoices and related documentation will be produced in accordance with “GAM CONSULT” system standards. Additional levels of detail requested by Customer may be chargeable.


Customer shall provide “GAM CONSULT” access to the Products covered under Support; adequate working space and facilities within a reasonable distance of the Products; access to and use of information, customer resources, and facilities as reasonably determined necessary by “GAM CONSULT” to service the Products; and other access requirements described in the relevant Transaction Document. If Customer fails to provide such access (including remote connectivity through an “GAM CONSULT” approved communications line), resulting in “GAM CONSULT”’ inability to provide Support, “GAM CONSULT” shall be entitled to charge Customer for the Support call at “GAM CONSULT”’ service rates. Customer is responsible for removing any Products ineligible for Support to allow “GAM CONSULT” to perform Support. If delivery of Support is made more difficult because of ineligible Products, “GAM CONSULT” will charge Customer for the extra work at

“GAM CONSULT”’ service rates.


a.Minimum Configuration for Support. Customer must purchase the same level of Support and for the same coverage period for all Products within a minimum supportable system unit (i.e. all components within a server, storage, or network device) to allow for proper execution of standalone and operating system diagnostics for the configuration.

b.Eligibility. For initial and on-going Support eligibility Customer must maintain all Products and associated hardware and software at the latest “GAM CONSULT”-specified configuration and

revision levels and in “GAM CONSULT”’ reasonable opinion, in good operating condition.

c.Modifications. Customer will allow “GAM CONSULT”, at “GAM CONSULT”’ request and at no additional charge, to modify Products to improve operation, supportability, and reliability, or to meet legal requirements.

d.Loaner Units. “GAM CONSULT” maintains title and Customer shall have risk of loss or damage for loaner units if provided at “GAM CONSULT”’ discretion as part of Support or warranty services and such units will be returned to “GAM CONSULT” without lien or encumbrance at the end of the loaner period.

e.Relocation. Customer is responsible for moving Products. If Customer moves the Products to a new location, “GAM CONSULT” may charge additional Support fees and modify the response times, and Customer may be required to execute amended or new Transaction Documents. If Customer moves Products to another country, Support shall be subject to availability in the

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destination country. Reasonable advanced notice to “GAM CONSULT” may be required to begin Support for some Products after relocation.

f.Maximum Use Limitations. Certain Products have a maximum usage limit, which is set forth in the manufacturer’s operating manual or the technical data sheet. Customer must operate such Products within the maximum usage limit.

g.Multi-Vendors Support. Customer shall execute and maintain at its own costs valid Support contracts for non-“GAM CONSULT” Software Solutions that have an influence on the Use and Support of or are integrated in “GAM CONSULT”’s Software Solutions supported by “GAM CONSULT” under a Transaction Document. “GAM CONSULT” may also provide Support for certain non-“GAM CONSULT”’s Software Solutions. The relevant Transaction Document will specify availability and coverage levels, and govern delivery of multi-vendor Support, whether or not the non-“GAM CONSULT” Software Solutions are under warranty. “GAM CONSULT” may discontinue Support of non-“GAM CONSULT” Software Solutions if the manufacturer or licensor ceases to provide support for such Products.

h.Consumables: Support does not include the delivery, return, replacement, or installation of supplies or other consumable items.


“GAM CONSULT” may require Customer’s use of certain system and network diagnostic and maintenance programs (“Proprietary Service Tools”) for delivery of Support under certain coverage levels. Proprietary Service Tools are and remain the sole and exclusive property of “GAM CONSULT”, are provided “as is,”and include, but are not limited to: remote fault management software, network Support tools, Insight Manager, Instant Support, and Instant Support Enterprise Edition (known as “ISEE”). Proprietary Service Tools may reside on the Customer’s systems or sites. Customer may only use the Proprietary Service Tools during the applicable Support coverage period and only as allowed by “GAM CONSULT”. Customer may not sell, transfer, assign, pledge, or in any way encumber or convey the Proprietary Service Tools. Upon termination of Support, Customer will return the Proprietary Service Tools or allow “GAM CONSULT” to remove these Proprietary Service Tools. Customer will also be required to:

a.Allow “GAM CONSULT” to keep the Proprietary Service Tools resident on Customer’s systems or sites, and assist “GAM CONSULT” in running them;

b.Install Proprietary Service Tools, including installation of any required updates and patches;

c.Use the electronic data transfer capability to inform “GAM CONSULT” of events identified by the software;

d.If required, purchase “GAM CONSULT”-specified remote connection hardware for systems with remote diagnosis service; and

e.Provideremoteconnectivitythrougha“GAM CONSULT”approvedcommunicationsline.


a.Data Backup. To reconstruct lost or altered Customer files, data, or programs, Customer must maintain a separate backup system or procedure that is not dependent on the Products under Support.

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b.Temporary Workarounds. Customer will implement temporary procedures or workarounds provided by “GAM CONSULT” while “GAM CONSULT” works on permanent solutions.

c. Hazardous Environment. Customer will notify “GAM CONSULT” if Customer uses Products in an environment that poses a potential health or safety hazard to “GAM CONSULT” employees or subcontractors. “GAM CONSULT” may require Customer to maintain such Products under “GAM CONSULT” supervision and may postpone service until Customer remedies such hazards.

d.Authorized Representative. Customer will have a representative present when “GAM CONSULT” provides Support at Customer’s site.

e.Product List. Customer will create and maintain a list of all Products under Support including: the location of the Products, serial numbers, the “GAM CONSULT”-designated system identifiers, and coverage levels. Customer shall keep the list updated during the applicable Support period.

f.Documentation. If Customer purchases a Support offering that includes documentation updates, Customer may copy such updates only for systems under such coverage. Copies must include appropriate “GAM CONSULT” Trademark and copyright notices.


Customer may purchase available Support for “GAM CONSULT” Software Solutions only if Customer can provide evidence it has rightfully acquired an appropriate “GAM CONSULT” license for such Software. “GAM CONSULT” will be under no obligation to provide Support due to any alterations or modifications to the Software not authorized by “GAM CONSULT” or for Software for which Customer cannot provide a sufficient proof of a valid license. Unless otherwise agreed by “GAM CONSULT”, “GAM CONSULT” only provides Support for the current Version and the immediately preceding minor Version of “GAM CONSULT” Software Solutions, and then only when “GAM CONSULT” Software Solution is used with Hardware or Software included in “GAM CONSULT”- specified configurations at the specified Version level.


a.Designated Callers. Customer will identify a reasonable number of callers, as determined by “GAM CONSULT” and Customer (“Designated Callers”), who may access “GAM CONSULT”’ customer Support call centers (“Solution Centers”).

b.Qualifications. Designated Callers must be generally knowledgeable and demonstrate technical aptitude in system administration, system management, and, if applicable, network administration and management and diagnostic testing. “GAM CONSULT” may review and discuss with Customer any Designated Caller’s experience to determine initial eligibility. If issues arise during a call to the Solution Center that, in “GAM CONSULT”’ reasonable opinion, may be a result of a Designated Caller’s lack of general experience and training, the Customer may be required to replace that Designated Caller. All Designated Callers must have the proper system identifier as provided in the Transaction Documents or by “GAM CONSULT” when Support is initiated. “GAM CONSULT” Solution Centers may provide support in English or local language(s), or both.

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c.“GAM CONSULT” Resource Center. “GAM CONSULT” Resource Center is available via the worldwide web for certain types of Support. Customer may access specified areas of the “GAM CONSULT” Resource Center. File Transfer Protocol access is required for some electronic services. Customer employees who submit “GAM CONSULT” Solution Center service requests via the “GAM CONSULT” Resource Center must meet the qualifications set forth in sub-section D.9.b. above.

d.Telecommunication Charges. Customer will pay for all telecommunication charges associated with using “GAM CONSULT” Resource Center, installing and maintaining ISDN links and Internet connections (or “GAM CONSULT”-approved alternatives) to the “GAM CONSULT” Solution Center, or using the Proprietary Service Tools.



“GAM CONSULT” provides also services to its customers in the area of consulting, analysis, system development, technical support and / or assistance as indicated in the task described in the relevant Transaction Document. For the duration of this Agreement, the Customer may order new tasks (hereinafter referred to as “Task”), which will always be described in a Transaction Document and which will be signed by both parties.


For the performance of the Tasks, “GAM CONSULT” will appoint competent staff and employees (hereinafter referred to as “Service Providing Person(s)”).

“GAM CONSULT” retains the exclusive right to select the Service Providing Persons and to replace them – at its own initiative or at the request of the Customer - within the shortest possible time if their qualities are insufficient or if their behavior endangers the proper completion of the Task.


The parties will agree on an estimated time and means required for the performance of the activities indicated in the Task. The duration of a Task and/or the number of Service Providing Persons required will be determined by “GAM CONSULT” on this basis. The fact that “GAM CONSULT” is unable to meet this estimate may not in itself be seen as non-compliance with its obligations.

The end date of the Task is determined based upon the starting date and the estimated duration of the Task. Except in the case of cancellation by one of the parties via registered letter or a letter with receipt at least six (6) months prior to the expiry date, the Task will be tacitly renewed for periods identical to the initial duration of the Task.


The Services will be provided at the address of the Customer or at the premises of “GAM CONSULT”. The Customer agrees to make available to “GAM CONSULT”, free of charge, at least the same work areas, facilities and services as those it would allocate to its own personnel for the performance of similar work.

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The Customer will give no orders to the Service Providing Persons and inform “GAM CONSULT” immediately concerning any difficulties it might have with the Service Providing Persons. It will sign the performance reports without delay that “GAM CONSULT” submits to it and it will indicate the possible difficulties. The signatory of the reports is held to be a valid representative of the Customer.


In the event that the cooperation of an employee of the Customer appears necessary, the Customer agrees to appoint an employee with the required skills and experience for the performance of the tasks to be entrusted to him and which he will fulfil under the exclusive control and authority of the Customer. The Customer agrees to make the appointed employee available to “GAM CONSULT” for the agreed upon periods.

All expenses resulting from the appointment of employees of the Customer belong to the Customer. The Customer agrees to make available all access to the systems and the information required that “GAM CONSULT” deems necessary for performing its task.


The result of the work performed by “GAM CONSULT” for the Customer shall become the property of the Customer. The transfer of ownership is only effective after the entire payment of all amounts

owed by the Customer within the framework of the Task entrusted to “GAM CONSULT”.

All “GAM CONSULT” Software Solution, information, methods, formulas, techniques and all processes, systems and programs developed by “GAM CONSULT” and utilized within the framework of the performance of a Task, remain the property of “GAM CONSULT”, subject to the rights of third parties.


Each party undertakes to keep secret the confidential information that comes to his knowledge in the frame of this Agreement. Except with the prior written consent of the disclosing party, the receiving party shall neither copy nor use confidential information, directly or indirectly, for his own means or for purposes other than the performance of his obligations under this Agreement. The information contained in all documents supplied shall remain the property of the disclosing party and must be returned to him on his first request, and in any case upon termination of this Agreement. Each party shall cause his personnel to comply with the commitment referred to in this article. The obligation of confidentiality shall not apply to information for which the receiving party can demonstrate that

(1) it was already in his possession before the date of communication, (2) it was in the public domain before the date of communication or has since come into the public domain without the receiving party breaching his duty of confidentiality, (3) it was legitimately acquired from third parties who did not breach any confidentiality agreement or (4) it has been self developed or discovered entirely independently of the disclosing party.

The provisions of this article shall continue to apply after termination or expiration of the Agreement.

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Each party agrees that when staffs are present in the offices of the other party, they will be subject to personnel regulations in force there, insofar as they are informed of these.

Each regulation in force at one of the parties must be communicated in writing to the other party before the start of the work and will be included in the documentation concerning the work environment.

The employees of “GAM CONSULT” will always work under the authority and supervision of “GAM CONSULT”. “GAM CONSULT” is responsible for the supervision, the management and the work schedule of its personnel.

Tasks may be subcontracted out by “GAM CONSULT” Each reference to “GAM CONSULT” personnel in this Agreement also applies to subcontractor’s personnel.

In the Transaction Document, the Customer will indicate the collective holidays applicable to the Customer during which no Services need be provided. “GAM CONSULT” will invoice the collective holidays applicable to the Customer that are not indicated in the Appendices, even though the Services are not able to be performed.


“GAM CONSULT” will ensure that its Tasks are professionally executed, according to the standards current in the sector. Its obligations constitute obligations of means.

“GAM CONSULT” will undertake all possible reasonable measures to comply with the assignments of the Customer as determined in the relevant Transaction Document.

In addition to the performance of the application services, the role of “GAM CONSULT” is limited to studying the environment and providing advice regarding system solutions. The Customer is the only responsible party for the choices it makes.

“GAM CONSULT” can be held liable only in the case of a serious or wilful misconduct. Under no circumstances may “GAM CONSULT” be held liable for indirect damage (such as the loss of turnover or profit, financial loss, loss of programs and data, increased operating costs, delays, damage to third parties, …) even if has been informed regarding the risk of such damage. In any case the cumulative liability of “GAM CONSULT” within the framework of the implementation of the Tasks described in the relevant Transaction Document is limited to the price of the Task invoiced and paid by the Customer to “GAM CONSULT” during the calendar year in which the damage occurred, in the implementation of the relevant Task.




Travel costs, hotel and other daily expenses, as well as additional Services or additional Products, or work performed outside the hours or days stipulated in the Transaction Document are not included in the price and shall be to the Customer’s charge, at the then current “GAM CONSULT” tariff’s, available on demand.

The customer will be invoiced monthly. Invoices must be paid in full within 15 days.

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In the event of non-payment, “GAM CONSULT” shall be entitled to suspend performance of the Services or part of them, without prejudice to any other remedy and after written notice of fourteen (14) days. During the suspension of the Services, and for a period of six months, “GAM CONSULT” shall be entitled to issue a monthly invoice equal to the last monthly invoice issued under the relevant Task. All costs and expenses that “GAM CONSULT” incurs as a result of the suspension and the resumption of the Services shall be charged to the Customer. After resumption of the provision of Services, a period of three months shall be respected before the eventual Service Levels are again measured and evaluated.


As soon as the Customer intends to terminate a Task or intends not to extend it, he shall inform “GAM CONSULT” of this fact. He shall also inform “GAM CONSULT” when he organises a call for tenders whose subject is the Services defined in the Transaction Document.

The Customer undertakes to inform “GAM CONSULT” as soon as another service provider has been selected for the provision of the Services and that notice shall release “GAM CONSULT” from any obligation including (but not limited to) : performance of Services and transfer of know-how



“GAM CONSULT” may also offer a Complex Project combining a complex association of Products and Services considered as a whole (“Projects”).


Unless otherwise agreed upon in the relevant Transaction Document(s):

a. Each Project shall be governed by all the clauses and conditions of every section here above, which could apply to each Product and Service to be delivered pursuant to the Transaction Document. In particular and for avoidance of doubt:

Each component (i.e. Software component or Hardware component) shall be payable after its delivery regardless of the complete project completion;

Each component shall be subject to the warranties that are proper to this component and non-“GAM CONSULT” product shall not be warranted by “GAM CONSULT” but shall be warranted by the original supplier even if they are integrated in a Project.


b.A schedule of phased execution will be given as information.

This planning will be agreed upon between the parties as the execution of the Phases and the complementary studies to be realized in execution of and during the project goes along.

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c.the same will be done with regards to procedures of acceptance of the services and supplies to be provided to the customer.


-of time and materials services takes place along with their provision, in absence of reservations expressed by the Customer on the time-sheets drawn up by “GAM CONSULT” and signed by the Customer, or within 8 days of the sending of the non signed time sheets to the Client.

-of software developed specifically for the Customer takes place when the software has been tested and accepted by the Customer. The tests will be based on the test decks of the

Customer, within 15 days of the notification consecutive to the delivery and the installation of the software. The latter will be deemed to be accepted by the Customer at the end of the test period, except reservations notified in writing within the test period. Justified reservations suspend the test period, which will resume by right after “GAM CONSULT” has notified having provided the necessary services to remediate the issue. If applicable, at “GAM CONSULT”’s demand, the same way of proceeding will be applied with regards to partial acceptance, as the delivery of the elements of the software goes along.

The provisional acceptance implies the acceptation by the Customer of the conformity of the deliverable with the agreed technical and functional specifications, the transfer of risks and the renunciation to claims for apparent defects.

The definitive acceptance takes place by right 1 month after the provisional acceptance, in absence of reservation notified to “GAM CONSULT” in writing.

d.At any moment, the Customer can put an end to the project, by paying the invoices related to completed phases, to the services already provided and to the expenses already made in execution of the current phase, as well as the payment of a fixed agreed indemnity of 30% of the amounts that “GAM CONSULT” would have been able to invoice if the project would have been brought to its completion.

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