Rocsys General Terms and Conditions for the Sale of Products and Services

1. General Provisions

1.1. Agreement. These terms (“Terms”), together with any Rocsys quotation or proposal referencing them, constitute the entire agreement between Rocsys B.V. or Rocsys Inc. (“Rocsys”) and the purchaser (“Customer” and together with Rocsys, the “Parties”, and each a “Party”) for the sale of Products and/or Services (the “Agreement”), and supersede all prior understandings. The Agreement is formed only upon Rocsys’ written acceptance of the Customer’s order. Where the Agreement includes Services, the Service Level Addendum set out in Exhibit A shall apply and form an integral part of the Agreement.

1.2. Applicability. These Terms govern all offers and agreements for the supply of Products and Services by Rocsys. Any terms proposed by the Customer, including in purchase orders or confirmations, are expressly rejected and shall not apply.

1.3. Scope. The scope is limited to items expressly specified in the Agreement. All other products and services are excluded unless explicitly included in writing, including (without limitation) groundworks, civil works, power network, (secure) IT network, permitting, certification, contractor management, subcontracting, financial services, and legal services.

2. Cancellations, Order Changes

2.1. Cancellations. Customer may not cancel an order accepted by Rocsys. In exceptional cases, Rocsys may agree to accept an order cancellation provided that such cancelled order may be subject to charges, including but not limited to costs incurred by Rocsys in preparation for the order. Rocsys may cancel all or part of an order prior to delivery upon written notice if Customer is in material breach of the Agreement (including non-payment) and fails to cure such breach within a reasonable period, or if performance becomes impracticable due to circumstances beyond Rocsys’ reasonable control. Rocsys may also cancel an order with the Customer’s agreement.

2.2. Order Changes. Customer may request written changes to an accepted order within a reasonable time after Rocsys’ acceptance and prior to shipment. Rocsys may accept or reject such requests at its discretion and, if accepted, shall make equitable adjustments and amend the order accordingly.

2.3. Delays, Suspensions. If Customer delays or suspends an accepted order, if the Customer’s acts or omissions delay Rocsys’ performance or deliveries, or if the Customer fails to comply with the provisions under Section 4 (Customer’s Responsibilities), Rocsys may invoice the Customer in accordance with the agreed invoicing schedule, notwithstanding such delay or suspension.

3. Delivery, Installation

3.1. Delivery Timing. Rocsys shall use commercially reasonable efforts to deliver Products in a timely manner. Delivery dates are estimates only and subject to change, including where dependent on timely receipt of required support from Customer. Rocsys shall notify the Customer of any delays and the parties will cooperate to mitigate their impact. Rocsys shall not be liable for any loss, cost, or damage arising from delivery delays.

3.2. Delivery Terms. Delivery terms shall be as specified in the applicable Rocsys quotation. Unless otherwise stated therein, delivery shall be Ex Works (Incoterms 2020) from Rocsys’ facility, using Rocsys’ standard packaging and shipping methods.

3.3. Title and risk of loss. Unless otherwise agreed in writing between the Parties, risk of damage to or loss of the Products shall pass to Customer as soon as they are Delivered. Title in the Products shall not pass to the Purchaser until Rocsys has received cleared funds payment in full of the price of the Products for which payment is then due.

3.4. Installation and Commissioning. Where installation and/or commissioning services are included in the Agreement, the scope, timing, and applicable requirements shall be mutually agreed in writing by the Parties. Unless otherwise agreed, the Customer shall ensure that all necessary site conditions, access, and prerequisites as provided by Rocsys are in place to enable such installation and commissioning.

3.5. Acceptance and Non-Conformity. Unless otherwise agreed in writing, the Products and/or Services shall be deemed accepted upon delivery or, if applicable, upon completion of installation and/or commissioning (the “Acceptance Date”). Customer shall notify Rocsys in writing of any non-conformity within ten (10) business days of such delivery or completion, whichever applicable, failing which acceptance shall be final. Upon timely notice, Rocsys may, at its option, repair, replace, or re-perform the non-conforming Products or Services, which shall be the Customer’s sole and exclusive remedy.

3.6 CUSTOMER ACKNOWLEDGES THAT THE REMEDIES SET OUT IN SECTION 3.5 ARE ITS SOLE AND EXCLUSIVE REMEDIES FOR NON-CONFORMING PRODUCTS OR SERVICES. SUBJECT TO SECTION 6, ALL SALES OF PRODUCTS ARE FINAL, AND THE CUSTOMER HAS NO RIGHT TO RETURN PRODUCTS TO ROCSYS.

4. Customer’s Responsibilities

4.1. General Obligations. Customer shall: (a) Cooperate with Rocsys (or its subcontractors) by providing access to premises, office accommodations, and facilities as needed for the timely delivery of Products and provision of Services; (b) Respond promptly to Rocsys’ requests for information, approvals, or authorizations required to fulfil its obligations under this Agreement; (c) Obtain and maintain all necessary union approvals, licenses, and consents, and comply with all applicable laws relating to the Products or Services before delivery; (d) Ensure that floor loading limits are not exceeded upon installation of Rocsys Products; and (e) Make all preparations necessary to enable Rocsys delivering the Products or Services in a timely manner or in accordance with the timeline agreed upon in an accepted order.

4.2. Authorized Use. Customer shall use Products and Services solely for their intended purposes and in compliance with all instructions provided by Rocsys in manuals, guidelines, warranty terms, and other applicable terms and conditions. Customer shall maintain any site, site conditions, and equipment supplied or used by Rocsys in good condition and protect them against damage and external influences. Customer shall not perform or permit any activity on any Product or Software supplied or used by Rocsys, except for normal use as specified or with prior approval from Rocsys. Rocsys may suspend Services if unauthorized actions occur until the Product or Software is restored to its original compliant state.

4.3. Remote Access. Customer shall ensure that Rocsys (or its subcontractors) is at all times provided with all network and security rights, privileges, and information necessary to enable remote access to the Products or Software via a secured internet connection, either wired or wirelessly (“Remote Access”). If Customer, or any of its suppliers prohibit or limit Rocsys from remotely accessing the Products, Software, or performing the Services, Customer may be charged for the fees and expenses incurred by Rocsys as a result of such restrictions, such as travel and lodging expenses for performing field services, on-site system updates and maintenance, as well as any additional costs arising from alternative access.

5. Price and Payment

5.1. Prices. Prices are as set out in the Agreement and invoices, and are exclusive of VAT, taxes, duties, freight, and related costs. Rocsys may adjust prices prior to delivery to reflect demonstrable material increases in costs beyond its reasonable control, including foreign exchange, raw materials, manufacturing, logistics, or supplier costs. Rocsys shall provide reasonable prior written notice of any such adjustment.

5.2. Payment. The Customer shall pay all invoices within thirty (30) days of the invoice date. Set-off is not permitted.

5.3. Late Payment. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer shall reimburse all reasonable collection costs, including legal fees. Rocsys may suspend performance if payment remains outstanding seven (7) days after written notice.

6. Warranty

6.1. Limited Warranty and Remedies. Rocsys warrants that, as of the Acceptance Date and for twelve (12) months thereafter (the “Warranty Period”), the Products shall be free from material defects in materials and workmanship and conform in all material respects to the specifications set out in the Agreement. This warranty applies only if the Customer: (a) notifies Rocsys in writing of any defect within fifteen (15) business days after discovery (or when it ought reasonably to have been discovered); (b) provides Rocsys a reasonable opportunity to inspect the Products; and (c) Rocsys verifies the defect. If a defect is confirmed, Rocsys shall, at its option, repair or replace the defective Product. Any repaired or replaced Product is warranted for the remainder of the Warranty Period or three (3) months from repair or replacement, whichever is later. The remedies set out in Section 6.1 constitute Customer’s sole and exclusive remedies for breach of the warranties expressly set out in Section 6.1.

6.2. Disclaimer. Except as expressly set out in this Agreement, Rocsys does not make any additional warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability or fitness for a particular purpose. Nothing in this Agreement excludes: (a) any warranty that cannot be excluded under applicable law; (b) Rocsys’ warranty of good title to the Products; or (c) Rocsys’ liability for infringement of third-party intellectual property rights to the extent that it is solely caused by the Products or Services provided by Rocsys. The remedies in Section 6.1 constitute Rocsys’ entire liability for any breach of warranty.

6.3. Exclusions. Rocsys will not be liable for any breach of the warranty set forth in Section 6.1 if: (a) Customer makes any further use of the Products after giving notice or fails to provide notification within 15 business days as set forth in Section 6.1; (b) The defect arises because Customer failed to follow Rocsys’ oral or written instructions regarding storage, installation, use, or maintenance of the Products, or good trade practice, such as using parts, accessories, or software not provided or approved by Rocsys; (c) The defect results from Rocsys following any customization requested by Customer; (d) Repairs or other interventions on the Products are performed by untrained persons, against Rocsys’ oral or written instructions, or with parts not supplied or approved by Rocsys; or (e) The defect arises from fair wear and tear, willful damage, negligence by Customer or a third party, vandalism or abnormal working conditions.

6.4. Return of Defective Products. Defective Products shall be handled in accordance with Rocsys’ instructions. Rocsys may, at its discretion, inspect, repair, or replace defective Products on-site or require their return. The Customer shall provide reasonable access to the Products and site as necessary for such activities. No Product shall be repaired, replaced, credited, or refunded without Rocsys’ prior written authorization. Replaced Products shall become the property of Rocsys. If Rocsys determines that a reported defect does not exist, the Customer shall reimburse Rocsys for all reasonable costs incurred, including inspection, handling, repair, and transportation at Rocsys’ prevailing rates.

7. Limitation of liability

7.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROCSYS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER OR STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROCSYS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, SAVINGS, DATA, GOODWILL, OR REPUTATION, REGARDLESS OF THE LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. Intellectual Property

8.1. Ownership. Rocsys is, and shall remain, the sole and exclusive owner of all past, present, and future intellectual property rights, including copyrights, patents, inventions (whether patentable or not), trademarks, trade secrets, know-how, and all related rights and goodwill (collectively, “Intellectual Property Rights”) in and to the Products and Services, and all related materials delivered to or developed for the Customer under the Agreement. Intellectual Property Rights include, without limitation, computer software, application programming interfaces, and databases, including object code, source code, firmware, embedded software, and any cloud-based or remotely accessible software, together with related documentation (collectively, “Software”). Rocsys may freely use any ideas, suggestions, or feedback provided by the Customer (“Feedback”) without restriction or compensation. All Intellectual Property Rights in such Feedback shall vest in Rocsys.

8.2. Software License. Subject to the Customer’s compliance with the Agreement, including all payment obligations, Rocsys grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited-term, revocable, royalty-free license to use the Software in object code form, including any embedded, cloud-based, or remotely accessible components, solely as necessary to use the Products and/or Services for the Customer’s internal business purposes during the term of the Agreement. The Customer shall use the Software only as authorized by Rocsys and shall not copy, modify, reverse engineer, decompile, or otherwise use the Software except as expressly permitted. Any updates, upgrades, patches, or new features may be subject to additional fees. The license shall automatically terminate upon expiry or termination of the Agreement or upon any breach of this Section.

8.3. Restrictions. Customer shall not, shall not permit any third party and shall not attempt to: (a) Remove or change any Rocsys Intellectual Property Rights, including trademark or copyright notices or other proprietary rights notices placed on the Products, marketing materials, or other materials provided by Rocsys; (b) Create derivative works based on the Products; (c) Reverse engineer, redesign, copy, frame, or mirror any part or content of the Products; (d) Access the Products for any improper purpose, including to build a competitive product or service, or copy any features, functions, interface, graphics, or “look and feel” of the Product; (e) Challenge any right, title, or interest of Rocsys in its Intellectual Property Rights; (f) Engage in any action that tends to affect, dilute the value of, or reflect negatively on the Products or any of Rocsys’ Intellectual Property Rights; (g) Misappropriate or misuse any of Rocsys’ trademarks for use as a domain name.

9. Confidentiality and Data Protection

9.1. Scope of Confidential Information. Either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, business operations, goods and services, forecasts, confidential information and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information. Such information, as well as the terms of the Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” is collectively referred to as “Confidential Information”.

9.2. Exceptions. Confidential Information does not include information that at the time of disclosure (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed pursuant to applicable Law.

9.3. Protection of Confidential Information. The Receiving Party shall, and shall ensure that its Affiliates and their respective representatives: (a) protect the Disclosing Party’s Confidential Information with at least the same degree of care as it uses for its own similar information, and in any event no less than a commercially reasonable degree of care; (b) use such Confidential Information solely to exercise its rights and perform its obligations under the Agreement; and (c) not disclose such Confidential Information to any person, except to its Affiliates and their respective representatives who have a need to know for the foregoing purpose and who are bound by confidentiality obligations no less restrictive than those set out herein. The Receiving Party shall remain responsible for any breach of this Section by its Affiliates or their respective representatives. To the maximum extent permitted by law, these obligations shall survive termination or expiry of the Agreement.

9.4. Customer Data. Customer retains all right, title, and interest in and to any information or data provided or made available to Rocsys (“Customer Data”). Rocsys shall process Customer Data, and subject to the confidentiality provisions herein, may disclose it to third parties, only to the extent necessary to perform its obligations under the Agreement. Rocsys may (including on a remote basis) monitor, collect, label, aggregate, and process data generated through the Customer’s use of the Products, Services, and Software to create anonymized and aggregated data sets (“Aggregate Data”). Rocsys may use such Aggregate Data for purposes including: (i) developing, improving, and enhancing its Products, Services, and Software; (ii) supporting and responding to service requests; (iii) monitoring, detecting, and addressing performance or security issues; and (iv) any other legitimate business purpose. Rocsys shall own all right, title, and interest in and to the Aggregate Data except for any Customer Confidential Information contained therein. Rocsys may use, modify, and create derivative works from such Aggregate Data, free of charge, during and after the term of the Agreement, provided that such Aggregate Data does not identify the Customer, its Affiliates, or any individual.

9.5. Data Protection. Each Party shall comply with applicable data protection laws in relation to any personal data (“Personal Data”) processed under the Agreement. Where Rocsys processes Personal Data on behalf of the Customer, the Customer shall act as data controller and Rocsys as data processor. In such case: (a) the Customer shall ensure it has a lawful basis to transfer the Personal Data to Rocsys and that such data may be processed in accordance with the Agreement; (b) the Customer shall ensure that any required notices have been provided to, and, where required, consents obtained from, relevant data subjects; (c) Rocsys shall process Personal Data only on documented instructions from the Customer and in accordance with applicable law; and (d) each Party shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

10. Termination

10.1. Termination by Rocsys. Without prejudice to any remedy which Rocsys may have against the Customer, Rocsys may terminate the Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under the Agreement and such failure continues for ten (10) business days after Customer’s receipt of written notice of nonpayment; (b) has materially breached any other provision of the Agreement and failed to cure such breach within thirty (30) calendar days; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

10.2. Termination by Customer. Customer may terminate the Agreement, in whole or in part, upon written notice if Rocsys materially and repeatedly breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Customer may also terminate the affected Services upon written notice if Rocsys permanently discontinues such Services without providing a substantially equivalent replacement service.

10.3. Effects of Termination. Upon (early) termination or expiration of the Agreement, (a) all rights and licenses granted to Customer under the Agreement will immediately cease; (b) Customer shall return, delete (including from all hard disks and memory) or destroy (and a duly appointed officer shall certify to such destruction) all Confidential Information disclosed under section 9, and all copies thereof; (c) return to Rocsys, at the cost of Customer, any Products of which (legal) title has not passed to Customer and any other products, systems or equipment supplied or used by Rocsys in the performance of the Services; and (d) all reasonable costs and expenses incurred by Rocsys (including a reasonable profit) for any activities related to work performed by Rocsys prior to such termination will be considered due, payable and non-refundable.

10.4. THE RIGHTS OF ROCSYS PURSUANT TO THIS SECTION 10 WILL BE IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES ROCSYS MAY HAVE AT LAW OR IN EQUITY. IN THE EVENT OF TERMINATION OF THE AGREEMENT, THE TERMS AND CONDITIONS DESTINED TO SURVIVE SUCH TERMINATION OR EXPIRATION WILL SO SURVIVE. TERMINATION WILL NOT AFFECT THE RIGHTS OF THE PARTIES ACCRUED UP TO THE DATE OF TERMINATION.

11. Miscellaneous

11.1. Relationship of the Parties. Nothing in the Agreement creates any partnership, joint venture, agency, or employment relationship; the parties act as independent contractors.

11.2. Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to reflect the parties’ intent as closely as possible, and the remaining provisions shall remain in full force and effect.

11.3. Assignment. The Customer may not assign or transfer its rights or obligations without Rocsys’ prior written consent.

11.4. No Waiver. Failure or delay by Rocsys in enforcing any provision shall not constitute a waiver of its rights.

11.5. Governing Law. If contracted with Rocsys B.V., the Agreement is governed by the laws of the Netherlands; if with Rocsys Inc., by the laws of the State of New York. Each party waives any right to a jury trial, to the extent permitted by law.

11.6. Jurisdiction. Disputes shall be subject to the exclusive jurisdiction of the courts of Amsterdam (Rocsys B.V.) or the State of New York (Rocsys Inc.), as applicable.

11.7. Modifications. The Agreement may only be amended or modified in writing, specifically stating that it amends the Agreement, and signed by an authorized representative of each party.

11.8. Marketing & Publicity. Customer agrees that Rocsys may identify Customer as a customer and use Customer’s name, trade name, trademarks, and logo in Rocsys’ marketing materials, customer lists, case studies, and website, and may describe in general terms the nature of the parties’ business relationship. Rocsys shall submit any use of Customer’s trademarks or logos for Customer’s prior written approval, such approval not to be unreasonably withheld, conditioned, or delayed. Customer grants Rocsys a non-exclusive, royalty-free license to use such names, trademarks, and logos solely for the foregoing purposes.

11.9. Force Majeure. Rocsys shall not be liable or deemed in breach of the Agreement for any failure or delay in performing its obligations (excluding the Customer’s payment obligations) to the extent caused by events beyond its reasonable control (“Force Majeure Event”), including without limitation: acts of God; flood, fire, earthquake, pandemics or other health crises; war, terrorism, or civil unrest; government actions; embargoes or blockades; national or regional emergencies; shortages of power or transportation; delays by suppliers or subcontractors not attributable to Rocsys; or similar events. Rocsys shall notify the Customer within a reasonable time of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.

11.10. Notices. All notices and other communications under the Agreement (“Notices”) must be in writing and sent to the addresses set out in the Agreement. Notices shall be delivered by personal delivery, recognized overnight courier (prepaid), facsimile (with confirmation), or registered or certified mail (return receipt requested). A Notice is effective only upon receipt and if sent in accordance with this Section.

11.11. Non-Solicitation. During the Term and for twelve (12) months thereafter, neither party shall, without the other party’s prior written consent, directly or indirectly solicit, hire, or engage any employee of the other party in connection with the Agreement. This restriction does not apply to employees who independently approach a party, general solicitations not specifically targeted at such employees, or recruitment through independent recruiters not directed to target such employees.

11.12. Insurance. During the Term and for one (1) year thereafter, the Customer shall, at its own expense, maintain adequate insurance, including commercial general liability (with product liability), with reputable insurers and in amounts sufficient to cover its potential liabilities under the Agreement. Upon request, the Customer shall provide a certificate of insurance evidencing such coverage and naming Rocsys as an additional insured. The Customer shall provide at least thirty (30) days’ prior written notice of any cancellation or material change. To the extent permitted by law, the Customer shall ensure its insurers waive all rights of subrogation against Rocsys and its insurers.

EXHIBIT A

SERVICE TERMS ADDENDUM

I. Applicability

I.a This Exhibit A is attached and incorporated into the Agreement between Rocsys and Customer, and sets forth specific terms and conditions under which Rocsys shall provide Services to Customer, (the “Service Terms Addendum”). Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the Terms.

II. Definition of Services

II.a Rocsys shall provide Services and Software to Customer to enable the operation of Products for the hands-free charging of electric vehicles. Services include but are not limited to (i) Installation and Commissioning; (ii) Maintenance Services; (iii) Proactive Care; (iv) Certification Training; (v) Site Integration Consultancy; and (vi) Project Management.

II.b Rocsys may also provide Vehicle Management related Services including (i) Customer API Integration; (ii) Smart Cover; (iii) Charger Integration; and (iv) Vehicle Integration.

II.c Maintenance Services and Proactive Care may be available in three (3) different levels: Bronze, Silver and Gold, each granting a different level of Service, as specified in the applicable quotation.

III. Term and Termination

III.a Term. The term for Maintenance and Proactive Care Services shall commence upon the earlier of (i) completion of installation and/or commissioning, or (ii) deemed acceptance in accordance with the Agreement, whichever applicable, and shall continue for the period specified in the applicable Rocsys quotation (typically three (3), five (5), or seven (7) years) (the “Service Term”).

III.b Renewal. Unless otherwise stated in the applicable quotation, the Service Term shall automatically renew for successive one (1) year periods, unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

III.c Termination. Either Party may terminate the applicable Services in accordance with the termination provisions of the Agreement. Termination or expiry of the Agreement shall automatically terminate all Services under this Addendum. Where Services are terminated by Customer prior to expiry of the applicable Service Term (other than due to Rocsys’ material breach), all fees for the remainder of the Service Term shall become immediately due and payable, and may be invoiced by Rocsys.

III.d Effect of Termination. Upon termination or expiry of this Agreement for any reason: (a) all rights and licenses granted to the Customer in respect of the Services and Software shall immediately terminate; (b) the Customer shall cease all use of and access to the Services and Software; (c) the Customer shall return or, at Rocsys’ option, destroy all Rocsys Confidential Information and materials in its possession; and (d) the Customer shall promptly pay all outstanding Fees and any third-party costs incurred by Rocsys in connection with such termination.

IV. Fees

IV.a Fees and Payment. Unless otherwise stated in the applicable quotation, all Services under this Agreement shall be invoiced annually in advance for each year of the Service Term. Rocsys may suspend the Services in the event of late payment and may charge additional fees for services not covered by this Agreement.

V. Service Delivery, Availability and Support

V.a System Updates. Subject to Customer’s payment of any applicable Fees, Rocsys may, from time to time, (remotely) update any Software as necessary to maintain its proper operation, security, and compatibility with other components of the Products or Services. Rocsys may require updating Software on-site and in such case, Rocsys shall provide Customer with advance notice of any required on-site updates and schedule them at a mutually agreed-upon time. All Software updates provided by Rocsys shall be deemed part of the Software and subject to the same terms and conditions as the original Software.

V.b Performance and Availability. Rocsys shall use commercially reasonable efforts to perform the Services, including Helpdesk Services, in a timely and professional manner. Services (including Software and Helpdesk Services) may be temporarily unavailable due to: (i) scheduled or unscheduled maintenance, modifications, or upgrades; (ii) hardware failures, power outages, or third-party service disruptions; or (iii) measures taken to prevent or mitigate threats to the Services or related systems (“Downtime”). Rocsys shall use commercially reasonable efforts to provide advance notice of scheduled Downtime and to minimize its duration. Except as otherwise expressly set out in the Agreement, Rocsys shall not be liable for temporary unavailability of the Services or any failure to provide advance notice of Downtime, except to the extent caused by Rocsys’ gross negligence or willful misconduct. In no event shall Rocsys be liable for any indirect, incidental, consequential, or special damages, including loss of profits or loss of data.

V.c Discontinuation. Rocsys may suspend or discontinue Services relating to obsolete Products or Software upon reasonable prior notice to Customer and may require Customer to upgrade to a supported version, subject to mutually agreed fees. Rocsys may also modify Service specifications, provided such modifications do not materially reduce the functionality or performance of the Services, or provide a substantially equivalent replacement service.

VI. Limited Service Warranty

VI.a Rocsys warrants that it shall perform the Services in a professional and workmanlike manner, using appropriately qualified personnel and in accordance with generally accepted industry standards.

VI.b Customer shall notify Rocsys in writing of any non-conforming Services within five (5) business days after performance, failing which the Services shall be deemed accepted.

VI.c Upon timely notice, Rocsys shall, at its option, re-perform the non-conforming Services or provide a pro rata credit for the affected Services. This shall be the Customer’s sole and exclusive remedy for any breach of this warranty.

VI.d This warranty does not apply to non-conformities arising from: (a) unauthorized modifications or interventions; (b) use of non-approved systems, parts, or equipment; (c) use not in accordance with applicable documentation; (d) misuse, negligence, or improper operation; (e) restrictions imposed by the Customer preventing Rocsys from accessing or performing the Services; or (f) failure to implement required Software updates.