Foneo Datacenter General Terms & Conditions 03/01/2012 page 1

Foneo Datacenter General Terms & Conditions 03/01/2012 page 1

Foneo Datacenter General Terms and Conditions. Clause 1 - Definitions... 3 Clause 3 - Fees, Payment Condition, Price change... 4 Clause 4 - Financial Conditions... 4 Clause 5 - Maintenance and Support... 4 Clause 6 - Intellectual Property Rights... 5 Clause 7 - Liability... 5 Clause 8 - Force Majeure... 6 Clause 9 - Notices... 6 Clause 10 - Confidentiality... 6 Clause 11 - Permission to Subcontract... 6 Clause 12 - Relationship... 7 Clause 13 - Assignment... 7 Clause 14 - Term and Termination... 7 Clause 15 - Early Termination Penalty.... 7 Clause 16 - Miscellaneous... 8 Clause 17 - Statutory conditions... 8 Clause 18 - Applicable law and competent courts... 8 General Terms and Conditions for Services by Foneo Datacenter Foneo Datacenter General Terms & Conditions 03/01/2012 page 2

The terms and conditions, including the definitions, as described in these General Terms and Conditions for Services by Foneo Datacenter, shall apply to the Services Foneo Datacenter shall provide pursuant to the Agreements. In addition, the services will be governed by their respective service specifications, as referred to on the Order Form. The provisions of these Terms and Conditions are applicable, unless agreed otherwise in one or more of the Agreements and in accordance with the laws of the country that govern the Agreement(s). Subject to any written agreement to the contrary, these General Terms and Conditions shall apply to all offers of Foneo Datacenter and to all Agreements, to the exclusion of the Customer s general terms and conditions. In the event of conflict between these General Terms and Conditions and the Agreement(s), the Agreement(s) shall prevail. Clause 1 - Definitions 1.1 The terms used in these Terms and Conditions shall be defined as follows: Agreement Any agreement between Foneo Datacenter and the Customer under which Foneo Datacenter provides Services to the Customer, including the annexes and schedules thereto. Business Day(s) From Monday until and including Friday, except for official Belgian holidays. Business Hours Business hours are 8:00 to 17:00 GMT+1 Monday to Friday, official Belgian holidays excluded. Customer The counter party of Foneo Datacenter in the Agreement(s) Commencement The date Foneo Datacenter starts providing the ordered Services. Date Confidential All technical and business information received by a Party from the other Party pursuant Information to or in connection with the performance of the Agreement(s). Electronic Message A set of segments, prepared in a computer readable format and capable of being automatically and unambiguously processed, sent through the internet. Initial Agreement Period Occurence Parties Service(s) Order Form The minimum period for which an Agreement has been concluded, as set forth in such Agreement. Any deviation from the Service(s) as normally provided. The Parties to an Agreement. The Services that Foneo Datacenter is to provide under one or more of the Agreements. The Order Form, in paper or on-line indicating the price to be paid and the Services to be delivered. 1.2 References to Clauses in the Agreement are to clauses of these General Terms and Conditions. 1.3 The headings to the Clauses of the Agreement are for ease of reference only and shall not affect the interpretation or construction thereof. 1.4 Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. 1.5 Words importing the singular shall include the plural and vice versa, words importing any gender shall include all other genders, words importing persons shall include bodies corporate, unincorporated associations and partnerships and vice versa. Clause 2 - Offer, Order and Order Form 2.1 Foneo Datacenter can withdraw any offer at any time whatsoever. All offers issued by Foneo Datacenter are in any case without obligation and shall be solely deemed an invitation for the Customer to place an order. An agreement only comes about when a person who is authorised to bind Foneo Datacenter in law confirms the Customer s order in an Order Form, or when Foneo Datacenter starts to implement the order. 2.2 Foneo Datacenter is free to select the parties with which it wishes to enter into an agreement. Foneo Datacenter General Terms & Conditions 03/01/2012 page 3

Clause 3 - Fees, Payment Condition, Price change 3.1 The Customer shall pay to Foneo Datacenter the fees for the Services as specified in the Order Form. All prices are in Euro and exclusive of VAT. A separate individual price is calculated for every order. This price is only valid for a specific defined order and therefore does not apply to other, even similar orders. All prices relating to delivery of Services apply to work activities performed on Business Days between Business Hours. Higher prices apply on Saturdays, Sundays and public holidays, outside office hours and/or during official Belgian holidays. 3.2 The recurring fees due to Foneo Datacenter shall be invoiced at the end of each period. The period for invoicing is indicated in the Order Form. The setup, installation and one off fees shall be invoiced at the end of the first period. Foneo Datacenter Services will be activated or renewed automatically and payments of invoices or renewals are due 30 calendar days from receipt, unless otherwise stated on the invoice. Accounts will be disabled and deleted if payment is not received within ( ) calendar days after the receipt of a written notice from Foneo Datacenter hereto. 3.3 Currency fluctuations, increases in prices of materials, auxiliary materials and raw materials, wages, salaries, social security charges, costs imposed by the government, levies and taxes, transportation costs, import and export duties, or insurance premiums, arising between the Order Form and delivery of the Services entitle Foneo Datacenter to increase the agreed price accordingly. Foneo Datacenter shall notify the Customer at least 4 months in advance of such increase. Any additional price change shall only be effective if the Customer does not object in writing against such price change within one month from the date of notification of the increase. In that event the relevant Agreement will be terminated as of the expiry date of the Initial Agreement Period or any successive period as agreed to, without incurring a charge or penalty for the Customer. In the period between the notification and the date of termination of the relevant Agreement, the Service(s) shall be provided under the same terms and conditions as initially agreed to. If the Customer continues to use the Service(s) after the Initial Agreement Period, or any successive period as agreed to, such continuation shall be considered as an acceptance of the price increase, from the commencement date as set forth in the notification of the price increase. 3.4 If the Customer fails to pay any amount due pursuant to, or in connection with the Agreement by the due date, it will be in default without prior written notice to that effect being required. In that event, all amounts payable by the Customer under the relevant Agreement shall become immediately due and payable and notwithstanding any other right Foneo Datacenter may have under the applicable law, Foneo Datacenter shall be entitled to (1) charge daily interest on all due and unpaid amounts at the rate of 10% per year and (2) compensation in respect of all costs connected with the recovery of its claim (including all legal fees and expenses and VAT), equal to 10% of the amount of the unpaid invoice, with a minimum of 100 euro. Clause 4 - Financial Conditions 4.1 All amounts payable by the Customer to Foneo Datacenter arising out of or in connection with the Agreement shall be increased by the statutory value added tax. 4.2 Any costs, charges, expenses, taxes and stamp duties levied in connection with the execution and/or implementation of this Agreement shall be borne by the Customer. These costs are not included in the prices, as set out in the Order Form and will additionally be charged to the Customer. Clause 5 - Maintenance and Support 5.1 From time to time Foneo Datacenter shall carry out maintenance on its facilities and equipment, which includes changes necessitated by technical developments. 5.2 In case of an Occurrence discovered by the Customer or an Occurrence which reasonably could have been discovered by the Customer, the Customer shall immediately inform Foneo Datacenter. 5.3 5.3 If Foneo Datacenter determines that an Occurrence is caused by the Customer or by a defect in any equipment under the control of or used by or on behalf of the Customer, Foneo Datacenter shall notify the Customer thereof and inform the Customer, if possible, on the probable cause of the Occurrence. Promptly upon receipt of such information the Customer shall at its own costs initiate all reasonable measures to correct the defect, which is or may be the cause of the Occurrence. 5.4 If Foneo Datacenter determines that an Occurrence is caused by another customer or by a defect in any equipment under the control of or used by or on behalf of other customers, Foneo Datacenter shall notify such other customers and shall request such other customers at their own costs to take appropriate measures. In no event shall Foneo Datacenter be liable towards the Customer for such Occurrence caused by such other customers. 5.5 If Clause 5.3 or 5.4 applies Foneo Datacenter may suspend the access of the relevant customer to the Services until the fault or defect that causes or may cause the Occurrence has been adequately corrected in the opinion of Foneo Datacenter. In no event shall Foneo Datacenter be liable for the consequences of such suspension. Foneo Datacenter General Terms & Conditions 03/01/2012 page 4

5.6 The Customer shall always inform Foneo Datacenter of any maintenance activities being carried out that may disable, interrupt or otherwise interfere with the Services provided by Foneo Datacenter. The Customer shall inform Foneo Datacenter of the start and end time of the maintenance activities. During the Customer s maintenance activities, which disable, interrupt or otherwise interfere with the Services provided by Foneo Datacenter no warranty or guaranty with regard to the disabled, interrupted or interfered part of the Services applies. 5.7 The Customer shall provide to Foneo Datacenter all relevant information necessary for Foneo Datacenter to provide the Services. 5.8 The Customer must have a working e-mail address. Foneo Datacenter and the Customer shall use this e-mail address for official communication between them, and the Customer must keep the address up-to-date. If the e-mail address is not kept up-to-date, the Customer is in breach of these terms and conditions and Foneo Datacenter may terminate the registration as provided in Clause 14 below. Clause 6 - Intellectual Property Rights 6.1 Nothing in these General Terms and Conditions confers or transfers any intellectual property rights between Parties. Unless explicitly mentioned in an Agreement, no license on software or any other authorization is given. Each Party acknowledges the ownership of the other Party in the copyrights, trademarks and/or service marks of the other Party. The Parties shall not use the other Party s copyrights, trademarks and/or service marks, except with the prior written consent of the other Party. Each Party acknowledges that its utilization of the other party s copyrights, trademarks and/or service marks will not create in it any right, title or interest in or to such copyrights, trademarks and/or service marks other than rights expressly granted by the other Party. Each party agrees not to do anything contesting or impairing the copyrights, trademark and/or service mark rights of the other Party. 6.2 The Customer acknowledges that the provision of the Services by Foneo Datacenter will include application of certain know-how, proper to Foneo Datacenter, and containing proprietary information, proper to Foneo Datacenter. All such information and know-how remains property of Foneo Datacenter and shall be deemed to be Confidential Information. 6.3 To the extent that Foneo Datacenter would require a license to any intellectual property rights owned or used by Customer for the purpose of providing the Services, such license is hereby granted for the duration of the relevant Agreement and for the sole purpose of providing such Services to the Customer. This license does not entitle Foneo Datacenter (1) to grant any rights on the protected goods or services to third parties; (2) to copy, sell, rent, loan, give, lease, permit, grant a sub license, trade the protected goods or services or make the protected goods or services available in any other way to any third party; (3) to reproduce, remanufacture or multiply the protected goods or services in any other way; (4) (to try) to reverse assemble, reverse compile or reverse engineer the protected goods or services; and (5) to use the protected goods or services with the only purpose of creating goods or services or any other module or method which substantially has the same function as (part of) the protected goods or services. The Customer warrants that the license granted to Foneo Datacenter under this clause is validly made. Clause 7 - Liability 7.1 The liability of Foneo Datacenter for damage shall in any case be limited to an aggregate amount of one monthly fee per event or series of related events, with a maximum amount of twelve monthly fees in respect of all events arising in a year, unless such damage results from willful misconduct or gross negligence. 7.2 Foneo Datacenter shall not be liable to the Customer for special, incidental, indirect, punitive or consequential damages, including but not limited to whether occasioned by the act, breach, omission, default or negligence of Foneo Datacenter, its employees and contractors and subcontractors, which shall include, without limitation, loss of business, revenue or profits, loss of use or data, loss of savings or anticipated savings, loss of investments, loss of goodwill, loss of reputation or cost of capital or loss of extra administrative cost whether or not foreseeable, arising out or in connection with the relevant Agreement, whether in an action based on contract, statue, equity, or tort including negligence or other legal theory. 7.3 Foneo Datacenter shall not be liable for the use of illegal software by the Customer, the (illegal) downloading of illegal content by the Customer, The Customer shall hold Foneo Datacenter harmless for all claims of any third parties in this regard. Foneo Datacenter General Terms & Conditions 03/01/2012 page 5

Clause 8 - Force Majeure 8.1 Neither Party shall be responsible or liable for any failure or delay or consequence thereof in the performance of any of its obligations under the Agreements owing to, but without being limited hereto, strikes, lockouts or other industrial disputes (whether or not involving the workforce of Parties or any other party), act of God, embargo, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood or storm or to any other cause whatsoever beyond the Party s reasonable control or the after effects of any of the foregoing. If any such delay occurs, then (unless the cause thereof shall frustrate or render impossible or illegal the performance of the relevant Agreement which shall otherwise discharge the same) the period for the Party to perform its obligations hereunder shall be extended by such period (not limited to the lengths of delay) as the Party may reasonably require to complete such performance. 8.2 The Party invoking this Clause 8 shall give notice forthwith to the other Party upon becoming aware of an occurrence of force majeure, such notice to contain details of the circumstances giving rise to the occurrence. 8.3 If a default due to an occurrence of force majeure shall continue for more than two calendar months, then the other Party shall be entitled to terminate the Agreement with immediate effect in respect of the Service that is affected by the occurrence of force majeure. Clause 9 - Notices 9.1 Any notice or other communication to be given regarding the Agreements by either Party to the other shall be in writing or by Electronic Message (a "Notice"). A Notice shall be deemed received as of the following: 9.a if delivered by hand or by registered mail: on the time of delivery; 9.b if sent by fax: at the time of reception if received during Business Hours of the recipient, or else one hour after commencement of the next Business Day; 9.c if sent by Electronic Message: at the time of reception of such Electronic Message if received during Business Hours, or else one hour after commencement of the next Business Day. An Electronic Message shall be deemed to have reached the computer system at the moment of its receipt as recorded in the receiving Party s computer system, save where evidence to the contrary is adduced by the sending party Clause 10 - Confidentiality 10.1 All Confidential Information shall not be disclosed to any third party and shall not, either (in)directly, fully or partially be used for any other purpose than for which it was disclosed, unless with the explicit and written consent of the disclosing Party. At the first request of the disclosing Party, the receiving Party shall return and/or destroy the Confidential Information. 10.2 The obligation as set forth in this Clause shall not apply to Confidential Information which: a. is part of the public domain without violation of the Agreements or these General Terms and Conditions; b. is known and in record of the receiving Party prior to disclosure by the disclosing Party; c. is developed by the receiving Party completely independently of and prior to any such disclosure by the disclosing Party; d. is ascertainable from a commercially available product; or e. needs to be disclosed pursuant to administrative or judicial action, provided that the receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information and shall, immediately after gaining knowledge or receiving notice of such action, notify the disclosing Party thereof and give the disclosing Party the opportunity to seek any legal remedies so as to maintain such Confidential Information in confidence. 10.3 This obligation of confidentiality continues, even after termination of the Agreements, until all Confidential Information has fallen in the public domain, through no act or omission of the receiving Party. 10.4 In case of breach of this obligation, the defaulting Party shall pay automatically and without prior notice a fixed compensation of 2.500 per breach, notwithstanding the right of the aggrieved Party to claim higher damages. Clause 11 - Permission to Subcontract 11.1 Foneo Datacenter shall be entitled to subcontract all or part of its obligations under the Agreements. Foneo Datacenter will remain fully responsible for the fulfillment of its obligations under the Agreements. The Customer agrees with the signing of the Agreements in advance to such subcontracting. Foneo Datacenter General Terms & Conditions 03/01/2012 page 6

Clause 12 - Relationship 12.1 The Customer acknowledges that there will be no contract between Foneo Datacenter and the customers of the Customer merely as a result of the Agreements. The Customer shall indemnify and keep indemnified, hold harmless and defend Foneo Datacenter in respect of any loss, damage or expense (including attorneys fees) resulting from any claim brought by customers of the Customer regarding the subject of the Agreements. 12.2 The Agreements do not create nor shall they be deemed to create any partnership, joint understanding or joint venture between Foneo Datacenter and the Customer. The Parties do not have, and will not hold themselves out as having any authority to act for or create any obligation of, or make any representation on behalf of or in the name of the other Party. Clause 13 - Assignment 13.1 13.1 Each Agreement is personal to the Customer and the Customer may not assign, transfer, subcontract, sublicense or otherwise part with any Agreement or any right or obligation under any Agreement to any third party except with the prior written consent of Foneo Datacenter. 13.2 13.2 Foneo Datacenter shall be entitled to transfer each present Agreement as well as any and all rights and obligations arising out of or in connection with each Agreement upon notice to the Customer to an affiliated company i.e. a company in which Foneo Datacenter holds a majority of the voting rights and/or has the power to appoint the majority of the board. Clause 14 - Term and Termination 14.1 Subject to the provisions of this Clause all of the Agreements shall commence on the Commencement Date and shall remain in effect for the Initial Agreement Period after the Commencement Date. If no Initial Agreement Period has been indicated, the Initial Agreement Period will be two (2) years Any of the Agreements shall thereafter be automatically renewed for a successive period of 1 (one) year unless terminated by either Party by written notice to the other Party, not less than 3 months before the end of the then current period. 14.2 In the event of any change in the situation of the Customer, which might damage the solvency of the Customer, such as, but not limited to conversion, merger and acquisition, transfer, suspension of payment, bankruptcy, judicial arrangement, liquidation, cessation of activities or any other circumstance, Foneo Datacenter has the right: (1) to suspend the execution of this Agreement until the date the Customer provides Foneo Datacenter with an adequate guarantee for its payment; or (2) to consider this Agreement as terminated, as from the date of sending of the termination, without prior notice to the Customer or recourse to a court, notwithstanding the right of Foneo Datacenter to claim additional compensation. 14.3 Parties shall be entitled to terminate or suspend any of the Agreements or its obligations there under with immediate effect by notice to the other Party in the event that: (a) the other Party breaches or fails to perform any of the terms of the Agreements or these General Terms and Conditions and such breach or failure is (i) not capable of remedy; or (ii) if capable of remedy, is not remedied in 30 (thirty) calendar days after notice from the other Party, requiring such breach or failure to be remedied. 14.4 Any right to suspend its performance of the Agreements is without prejudice to the relevant Party s right to terminate the Agreement. Termination of the Agreements shall not prejudice the rights accrued up to the date of termination by either Party. 14.5 Expiration or termination of any Agreement shall not prejudice the terms and conditions of such Agreement, which by their nature must be deemed to survive such to expiration of termination, including but not limited to Clauses 2, 3, 5, 6, 7, 8, 9 and 15 of these General Terms and Conditions. Clause 15 - Early Termination Penalty. 15.1 The Customer may terminate the Agreement prior to the expiration of the current term by giving Foneo Datacenter a ninety (90) days written notice and paying to Foneo Datacenter an amount equal to 75% of the remaining contract value, e.g. monthly fees or minimal commitments that would have been paid to Foneo Datacenter by the Customer in case, that this agreement continued until the end of the then current term. No refunds will be paid. Foneo Datacenter General Terms & Conditions 03/01/2012 page 7

Clause 16 - Privacy 16.1 The Customer authorizes Foneo Datacenter to file all personal data (including images) obtained in the execution of the Agreement in an automated database. These data can be used by Foneo Datacenter in the execution of the contractual relationship with the Customer. 16.2 The Customer can at any time request the access to, communication and/or correction of the personal data (including images). In case the Customer wants to obtain access to its images, he shall provide Foneo Datacenter with the reasons for this request. Foneo Datacenter warrants that the obtainment and processing of these data shall occur in accordance with the Belgian law of 8 December 1992 on the protection of the privacy with respect to the processing of personal data as well as the Belgian law of 21 March 2007 regulating the installation and use of surveillance cameras. Clause 17 - Miscellaneous 17.1 If any provision in the Agreements including these General Terms and Conditions is void or avoided for whatever reason, the remaining provisions shall remain in full force and effect. 17.2 The failure on the part of either Party to exercise, or any delay in exercising, any right or remedy here under shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy here under preclude any other or future exercise thereof or the exercise of any other remedy granted hereby or by any related document or by law. 17.3 No addition to, or modification of, any provision of the Agreement shall be binding on the Parties unless made in writing and signed by a duly authorized representative of each of the Parties Clause 18 - Statutory conditions 18.1 The Customer shall at its own cost apply for, possess and maintain any authorization, license, registration, and/or permit which is required to enable it to conduct its respective businesses and to use the Services. 18.2 The Customer shall comply with the conditions as set forth in such authorization, license or permit and shall indemnify and keep indemnified Foneo Datacenter for any claim by a third party in respect of damages, losses or costs suffered due to noncompliance of the Customer with the aforementioned obligations. Clause 19 - Applicable law and competent courts 19.1 18.1 The Agreements and these Generals Terms and Conditions shall be governed by the laws of Belgium. Any dispute under or relating to the subject matter of the agreements and/or these General Terms and Conditions shall be of the exclusive competence of the courts of the region Tongeren or Turnhout, Belgium. Foneo Datacenter General Terms & Conditions 03/01/2012 page 8