Effective from: 15 January Page 1 / 7

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1 BioSec Group Kft. General Contracting Terms and Conditions for the products and services of BioSec Group Kft., used by resellers and end users (abbreviated title: GCTC) Effective from: 15 January 2015 Page 1 / 7

2 1. General data and contact information 1.1. Vendor s name and address The BioSec Group Korlátolt felelősségű társaság (hereinafter: BioSec) is a limited liability company, established for an indefinite term. Registered seat: 1024 Budapest, Ady Endre utca 19. Hungary Company registration number: Tax number: HUF bank account number: EU Tax number: HU Website address Website address: Availability of the General Contracting Terms and Conditions The General Contracting Terms and Conditions for the products and services (hereinafter Product) supplied by BioSec Group Kft. are available on the website of BioSec Group Kft. ( Subject matter of and persons covered by the General Contracting Terms and Conditions The BioSec Group sells Products, i.e., hardware and software and providers services only pursuant to these GCTC. These GCTC apply to any existing and future business relationship between BioSec Group Kft. and its contractual partners and were expressly accepted by the parties in their respective agreements Scope: The General Contracting Terms and Conditions apply to the following services and products provided/supplied by BioSec: 1. Hardware and software required for BS GateKeeper 2. Hardware and software required for BS LifePass 3. Hardware and software required for StadiumGuard 4. Hardware and software required for PayHAND 5. Hardware and software required for Windows Log in 6. Hardware and software required for BioKrypt 7. Project management service 8. Development service 9. Maintenance and operational service related to the above systems Unless otherwise agreed in writing, the content, the structure and scope of the ordered supplies and services (hereinafter supply) shall always be structured according to the order confirmation by BioSec Group Kft. Technical data, specifications, product descriptions or other information on performance do not constitute any guarantee term or condition. The supply does not contain installation on the job or other training unless the Parties into a separate written agreement for those services. Page 2 / 7

3 Definitions Product: All hardware, software and services offered by BioSec Group Kft. End user: The end user of the Product supplied by BioSec Group Kft., where the Product is used. Re-seller: The contracted re-seller of BioSec Group Kft., who has the right to re-sell once the Product specified in the agreement between the Parties. 2. Offers, agreement All offers and price lists of BioSec Group Kft. are only for informative purposes. Each agreement between the Parties shall be made in writing based on the written order confirmation from BioSec Group Kft., which is issued in response to an order from the Client/Supplier based on the offer issued by BioSec Group Kft., unless the Parties agreed otherwise in writing. If the order of the Client/Supplier is different from BioSec Group Kft. s offer, then those differences shall only be valid if BioSec Group Kft. integrates them into the confirmation of the order in writing. The consents granted by BioSec employees and additional agreements made verbally on the phone or via telecommunication are only valid if they are confirmed in writing by BioSec Conditions of using a Product: BioSec may refuse an order for entering into an agreement or an order for amending an agreement in the following cases: 3. User rights a) the Client/Supplier has a financial debt resulting from any former product use, b) the applicant deceived or tried to deceive the vendor, c) if an order is received for an installation address for which BioSec already terminated the agreement due to a financial debt within the previous year. BioSec is entitled to conduct a risk analysis. If the Client/Supplier paid any former debt to BioSec only with a significant delay and BioSec terminated the agreement due to the failure to fulfil the payment obligation, then BioSec shall have the right to enter into any new contract subject to the integration of the debt previously aggregated by the Client/Supplier and the default interest charged on it into the advance or to require an enhanced service agreement for a definite term Business secret relating to the documentation Any offer, cost calculation, description or other document relating to the agreement (hereinafter Documentation) presented to the Client/Supplier by BioSec constitutes business secret and may be disclosed to a third party or may be used only with the prior written consent of BioSec. The Client/Supplier shall return the Documentation to BioSec in the case of both successful or failed orders. In case the business secret is violated, the contracting party shall be obliged to pay HUF 10,000,000 penalty on condition that BioSec Group Kft. may also claim for damages over and above the penalty User rights for end users relating to the BioSec software BioSec provides non-exclusive user rights to the end users for the Software covered by the agreement when the agreement is performed, which enables the end user to use the Software for their own purposes pursuant to the conditions of the agreement between BioSec and the end user, and with respect to copyright. Unless the Parties depart from it with mutual consent, the user right granted to the end user entails a user licence for the latest Software version, available at the time of signature of the agreement without any functional change during the term specified in the agreement. The end user may use the Software only at the place and in a Page 3 / 7

4 manner specified in the agreement. The end user may use the Software only for its original purposes and in compliance with the requirements of operation. On the basis of the user licence, the end user may use the Software only in the configuration specified in the agreement and may depart from it only subject to a separate agreement concluded with BioSec. The end user may not hand over, lease, transfer, further develop, transform, modify or decode the Software. The user licence of the Software may be transferred by the end user only with a prior consent of BioSec. It is prohibited to remove the Copyright and Patent trademarks from the Software, which also applies to multiplication approved in writing by BioSec. The Documentation supplied together with the Software may be multiplied only with a prior consent of BioSec User rights for re-sellers relating to the BioSec software BioSec provides non-exclusive user rights to its re-sellers for the Software covered by the agreement when the agreement is performed, which enables the single re-sale of the Software pursuant to the agreement in compliance with the provisions of the agreement between the re-seller and BioSec Group Kft. and with respect to copyright. Unless the Parties depart from it with mutual consent, the user right granted to the re-seller entails a licence for the single sale of the latest Software version, available at the time of signature of the agreement without any functional change during the term specified in the agreement. The re-seller may use the Software only at the place and in a manner specified in the agreement, for its original purposes and in compliance with the requirements of operation. On the basis of the user licence, the re-seller may use the Software only in the configuration specified in the agreement and may depart from it only subject to a separate agreement concluded with BioSec. The Vendor may not lease, further develop, transform, modify or decode the Software unless the Parties made other arrangements in writing. It is prohibited to remove the Copyright and Patent trademark shown on the software, which also applies to multiplication permitted by BioSec in writing. The Documentation supplied together with the Software may be multiplied only with a prior consent of BioSec. Page 4 / 7

5 4. Prices and payment terms and conditions, settlement, delivery of products, guarantee conditions 4.1. Transportation parity All prices from BioSec shall be interpreted as Ex works and do not contain any VAT or packaging expenses. BioSec shall not be liable for any operation deficiency that results from a bad setting or configuration inadequacy. The Client/Supplier is aware of and accepts the configuration of the assets and programs. The price does not contain any individual development or modification of the assets or programs. The representative of the contracting party shall attend the delivery-acceptance procedure when the Product is delivered and conduct the whole procedure, as well as start and complete, if possible, the quality assessment. The contracting party shall notify BioSec immediately of any fault or objection recognised or described to it. The contracting party is responsible for accepting the Product constituting the subject matter of the agreement. BioSec may charge a warehousing fee after two weeks from the completion report of the Product if the Client does not arrange for its removal. The warehousing fee equals 0.5% of the contracting fee for each started week but cannot exceed 5% of the total amount invoiced Shutdown function BioSec has the right to integrate a technical solution in the operation of the Product that causes automatic shutdown. This device stops the system for 90 days after its commissioning if the contracting party does not fulfil its payment obligation at all or completely. BioSec shall not be liable for any shutdown and any legal consequences towards third parties arising from the automatic shutdown shall only be borne by the contracting party. If the contracting party has paid the invoice, BioSec shall reverse the blockage within a week Guarantee conditions BioSec shall assume 12-month guarantee on site for each hardware product. The site always refers to the official site of BioSec. BioSec provides 12-month software control for the software products, during which period any fault occurring in the program will be corrected free of charge within 14 days and the corrected software will be sent to the contracting party either electronically or on a data media. BioSec is not liable for guarantee if the faulty operation of the Software was caused by inadequate operation, a hardware fault or software virus. The cost of any data file violation arising from the errors indicated above and consistency errors shall always be borne by the contracting party. Maintenance and/or correction operations may only be performed by an individual possessing a service-type licence certificate issued by BioSec Group Kft. If the above restriction is not complied with, the contracting party s right to guarantee shall be terminated. If the installation takes place outdoor and the external air temperature is higher than + 10 degrees C for three consecutive days, the devices installed outdoor shall always be switched off in the following order when the contracting party does not use the system: Page 5 / 7

6 1. Electricity is switched on prior to the use of the system, when the devices are automatically set up. 2. After use the parties designated for maintenance switch off all the client machines. The operator informs the maintenance people in writing of the time when the machines can be switched off, and the maintenance person informs the operator in writing that the machines have been switched off. 3. The power is switched off. In case an installation is made outdoor and the outdoor air temperature is less than + 10 degrees C for three consecutive days, continuous power supply is required which cannot be switched off under any circumstances. The installation/maintenance officer must be informed of the suspension of the continuity in the power supply prior to restarting the system and their instructions must be followed when the system is restarted. Any power cut must be registered in the log system used for the whole system. The guarantee does not apply to the system components implemented by the Client, especially the active and passive components of the IT network, the components of the 230V power supply or any other IT equipment provided by the contracting party even if they operate with any BioSec software product. The guarantee does not apply to any technical fault caused by the system components implemented by the contracting party, including the components of the IT network or the 230V power supply system. The guarantee applies only to properly used equipment. The contracting party shall send notification on faulty performance and guarantee demands to BioSec Kft. immediately after detecting the fault by describing the circumstances in detail. In the case of any fault, BioSec fulfils its obligations either by correction or replacement, decided within its own discretion. Whenever a deficiency is investigated, the contracting party shall co-operate with BioSec Kft. and make available the documents required for the inspection Guarantee and program upgrade administration Main upgrade support period: from Monday to Friday from 8 a.m. to 5 p.m. CET time, with the exception of Saturday, Sunday and any Hungarian holiday. Main guarantee administration period: from Monday to Friday from 8 a.m. to 5 p.m. CET time, with the exception of Saturday, Sunday and any Hungarian holiday. The Client/Supplier shall check the delivered products after supply or partial supply and inform BioSec of any deficiency or damage immediately, or not later than within 14 days from the acceptance. If the deficiency occurs later, then it must be reported immediately after detection. In case notification is provided late, the shipment shall be deemed accepted. The Client/Supplier shall send the subject of the complaint to BioSec in writing, with an accurate and detailed description of the circumstances. Page 6 / 7

7 4.5. Payment terms and conditions The contracting party is obliged to pay the consideration specified in the agreement. In the case of partial performance, BioSec may submit a pro forma invoice for the partial performance. Procedure to be applied in the case of any payment delay: 14 days after the expired payment deadline, BioSec shall send a payment order to the contracting party and if the contracting party still does not fulfil the payment obligation, default interest may be charged to the contracting party from the 5th day after sending the payment order and the contracting party shall pay it to BioSec at the rate of twice the currently effective base rate of the Hungarian central bank Liability and risk bearing: BioSec shall be fully liable for any damage that has been caused, based on credible proof, to the contracting party in relation to the execution of an order either by BioSec itself or any of its employees through their conduct, negligence or as a consequence of any other breach of agreement. In case the agreement is not executed due to any extraordinary or unavoidable event not attributable to BioSec (e.g., natural disasters, war, blockade, export and import ban, strike outside the scope of interest, with the exception of traffic accidents, etc.) the contracting party may not apply the legal consequence of the breach of Agreement. As a prerequisite, BioSec shall notify the contracting party of any such event and its estimated duration in writing within the shortest possible time. If the faulty performance of BioSec or the failure of performance is the result of any reason attributable to the Client/Supplier, then the Client/Supplier shall reimburse to BioSec any additional expense incurred by it in that regard based on the credible certification thereof. Page 7 / 7