General terms and conditions of Koolistov Pte. Ltd.

I GENERAL

1 General

1.1 - In these terms and conditions Koolistov is understood to be: Koolistov Pte. Ltd. located in Singapore, registration number (UEN) 201118432N.

1.2 - All our offers, agreements and the execution thereof shall be exclusively governed by these terms and conditions. Deviations must be expressly agreed upon with us in writing. “Other party” in these terms and conditions is understood to be any (legal) person, with which our company has entered or wishes to enter into an agreement except this one, their representative(s) and attorney(s).

1.3 - If the other party also has general terms and conditions, the terms and conditions of the other party shall be void. The sole exception to this, and insofar as the terms and conditions of the other party apply, is if we have expressly accepted the terms and conditions of the other party and if those do not conflict with the provisions of our general terms and conditions.

2 Offers

2.1 - All offers made by us, in whatever form, are non-binding, unless expressly stated otherwise.

2.2 - If an offer is accompanied by budgets, plans, catalogs or other documents, those remain at all times our property and must at first request be returned to us or destroyed. They may not be reproduced without our permission, nor disclosed to third parties for inspection.

2.3 - Transmission of offers and/or (other) documentation does not oblige us to accept an order. Our non-acceptance will as soon as possible but in any event within 14 days be made known to the other party.

2.4 - We reserve the right to refuse orders without giving any reasons, as well as the right to require cash on delivery.

3 Liability

3.1 - Koolistov excludes any liability, for so far such liability is not regulated by law.

3.2 - The liability of Koolistov arising from a breach of contract for any direct loss, will never exceed the total amount of the contract. If the agreement is primarily a continuing contract with a maturity longer than 12 months, then the amount will be related to the amount due by the other party to Koolistov payable for dedicated work done during the last 3 months.

3.3 - Direct damage is defined as:

a) - The reasonable costs that the client should have to make to let the work of Koolistov conform to the contract. This damage will not be compensated if the client has terminated the contract.

b) - The costs which the client has incurred out of necessity to keep its old system and related facilities running if Koolistov has not delivered upon the binding delivery date, minus any savings resulting from the delayed delivery.

c) - Reasonable costs incurred to establish the cause and extent of the damage if the determination relates to direct damage within the meaning of these terms and conditions.

d) - Reasonable costs incurred to prevent or limit damage so far the client demonstrates that said costs have led to the limitation of direct damage within the meaning of these terms.

3.4 - Liability of Koolistov for indirect damages is excluded.

3.5 - Besides the cases mentioned in article 3.2 and 3.3 the generally applicable legal rules of public order and good faith Koolistov is not tied to any compensation for damages of any nature whatsoever, direct or indirect, including damage to buildings and property or to persons, both the client and third parties. Liability of Koolistov shall never exceed the total amount of the order.

3.6 - In any case is Koolistov not liable for damages arising or resulting from the use of the product or by the unsuitability for the purpose for which the customer has purchased it.

3.7 - The liability of Koolistov on grounds of a breach in the fulfillment of a contract arises only if the client in writing promptly and properly puts Koolistov in default, stating a fair period for discharge of the deficiency, and Koolistov after that period continues to attributably fail to perform its obligations. The notice of default must give as detailed a description as possible of the shortcoming so Koolistov is able to respond adequately.

3.8 - The existence of any right to compensation is always under the condition that the client reports in writing the damage as soon as possible after its occurrence to Koolistov.

3.9 - The client indemnifies Koolistov for all third party claims arising due to a defect in a product or system made available by the client to a third party and that partly consisted of Koolistov supplied software or other products.

4 Supremacy

4.1 - We are not obliged to fulfill any obligation if it is not reasonably possible for us due to changes in existing conditions arisen without our fault since the assumption of the obligations.

5 Payment and collection costs

5.1 - Payment must be made within 14 days after the invoice date in a manner indicated by Koolistov and in the currency of the invoice, unless otherwise indicated in writing by Koolistov. Koolistov may bill periodically.

5.2 - If the other party does not pay an invoice on time, an interest of 1% per month (or the statutory rate if higher) applies on the outstanding amount. Interest is calculated from the time the defendant is in default.

5.3 - Payments shall first be allocated towards collection costs, then towards outstanding interest, and finally towards the principal. The other party may not designate any other order of payment.

5.4 - The other party may not subtract from the principal any amounts which are owed to the other party by Koolistov.

5.5 - Objections to the amount of a bill do not suspend the payment obligation. Also an other party not entitled to lawful objections is not entitled to suspend payment of an invoice for any other reason.

5.6 - If the other party is in default or fails to fulfill its obligations (timely), then all reasonable costs incurred to obtain payment out of court are on behalf of the other party. The extra costs are calculated on the basis of the current Singaporean collection practices. If higher costs for collection have been made by Koolistov which were reasonably necessary, those actual costs will be recoverable too. Any judicial and execution costs will also be recovered from the other party. The other party is also responsible for interest on the collection costs.

6 Applicable law and disputes

6.1 - All legal relationships to which Koolistov is a party are exclusively under Singaporean law, even if the work is implemented wholly or partly abroad or if the other involved parties in the legal relationship are established abroad. The applicability of the Convention of International Sale of Goods is excluded.

6.2 - The judge in the place of Koolistov has exclusive jurisdiction over disputes, unless otherwise required by law. Koolistov nevertheless reserves the right to revert to the legally competent judge.

6.3 - The parties will only appeal to the courts after they make every effort to resolve the dispute in mutual consultation.

II SERVICES

1 Services

1.1 - We will provide services with due care, where appropriate in accordance with clients written arrangements and procedures.

1.2 - Custom software will always be developed in accordance with written specifications. We will develop with due care on the basis of data provided by the client, for the accuracy and completeness of which the client is responsible.

1.3 - If it is agreed that the services are to be performed in stages, we can postpone the start of the services belonging to the next phase, until the client has approved the principal results of the preceding stage in writing.

1.4 - We will notify the client as soon as possible if a negotiable change or addition to the agreed services will influence the time of completion of the services.

1.5 - If it was agreed that the services would be performed for a fixed price we will inform the client beforehand if a modification or addition to the agreed services means that the agreed price will be exceeded.

1.6 - We may use without any restrictions the knowledge acquired during development.

1.7 - If this was agreed upon in writing between the parties, the client has the right to test the software for a period of two weeks after delivery of the ready-for-use version of the work. The client will inform us if during the acceptance test defects are detected. We shall try to correct the defects within a reasonable time.

1.8 - The software shall be deemed to have been accepted after delivery of the ready-for-use version of the work. If an acceptance test was agreed upon, the software is deemed to be accepted after acceptance by the client or two weeks after delivery of the ready-for-use version of the work if the client does not inform us in writing about the defects or after repair of the defects.

1.9 - During one month after acceptance to the best of our abilities we will rectify any defects if the software does not meet the established specifications. No warranty exists if the software was not subjected to an agreed upon acceptance test. We can not guarantee that all defects will be fixed. If the software was developed for a fixed price, fixing of defects will be done free of charge, unless these defects are caused by users errors or causes not imputable to us, or if the defects could have been detected in the acceptance test. Restoration of any lost data is not covered by the warranty. No warranty exists if the software is modified by a third party.

III SOFTWARE

1 Rights of use

1.1 - The source code is not available to the client.

1.2 - The right of use without the written permission of Koolistov is not transferable to third parties. The client is not allowed to sell, lease, dispose of or transfer the software.

1.3 - The client will not change the software, make it available to third parties or use the software with the aim of enabling third parties to use the software without payment of the license. Koolistov gives the client only the non-exclusive right to use the software.

2 Ownership and Protection

2.1 - The intellectual (property) rights, with regard to our proprietary computer programs and their associated documentation and materials are owned by us. The other party has the right to use the intellectual property but will never obtain ownership of the intellectual property unless the parties expressly agree otherwise.

3 License

3.1 - A license is the right to use the software for a certain number of users for an indefinite period.

3.2 - The license shall enter into force on the date of delivery of the relevant software.

4 Support

4.1 - Koolistov warrants during the license period continuous support for up to one year after obtaining the license. This warranty may be limited when technological hurdles (for example limitations set forth by the operators of our distribution channels) prevent us from providing such support.

4.2 - Support is provided via the designated web address and/or email address and is only valid one year after obtaining the license.

4.3 - New releases and the related documentation may be made available to the licensee. For new versions and related documentation Koolistov may require a new license, with or without discount for licensees of previous versions.

4.4 - We reserve the right to make price changes.

4.5 - Maintenance includes at least to the best of our ability to identify and remedy deficiencies in the standard form of the software that disrupt and hinders its functioning. Deficiencies are understood to be any software errors and defects in comparison with the characteristics as described in the documentation.

4.6 - Maintenance only covers the newest version (other than versions of the software labelled as “alpha” and/or “beta”) of the software made available to the licensee by Koolistov. If a new version entails a major change of functionality we will make the related documentation available. When technological developments so require, we can increase the requirements for in the installed configuration on which the software is installed or used.

4.7 - Support does not cover problems related to:

a) - System configurations, hardware and networks.

b) - Installation work such as defining layouts, reports, or links to other software.

c) - On-site support.

d) - The recovery of lost data.

4.8 - The support does not cover software labelled as “alpha” and/or “beta”.

version 1.0 - August 9, 2011