Consulting Services. Status: Service Description. Last update:

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1 Status: Last update: Copyright 2010 REALTECH. All rights reserved. All products and logos mentioned in this document are registered or unregistered trademarks of their respective companies. Information in this document is subject to change without notice.

2 1. Intention and General Conditions for REALTECH Software Products GmbH (REALTECH) provides additional consulting services in connection with the software products of REALTECH the Guard!. Customers order these services separately. The individual contracts regulate whether these services are performed on a time & material basis or as work performance. Typical consulting services in context with products of the Guard! are: Implementation of customer- and/or project-specific User Exits Implementation of customer- and/or project-specific processing workflows Support for customers with implementation and configuration of system environments for theguard! Products (e.g. SAP environment, reports for monitoring, databases, etc.) Trainings For performing consulting services, REALTECH employs qualified consultants and product specialists, who are constantly trained on the products. In close cooperation with product management and the software development departments, our consultants are also in the loop of information about new product planning. Within the individual agreement, the individual consultants may be named. REALTECH reserves the right, in agreement with the customer, to establish other qualified consultants to a project. Copyright 2010 REALTECH. All rights reserved. 2 7

3 2. Project Cycle 2.1 Projects on Time & Material Basis Project Steering Unless stated otherwise in the individual agreement, the project steering concerning projects on a time & material basis is performed by the customer. The customer designates a project leader, who is available in case of questions, clarifications or escalations, as a contact person to the REALTECH consultant. The customer orders a timely limited contingent of services which is to be performed and provided evidence by the consultant. The customer's project leader specifies to the consultant the services that shall be performed. The location where the service has to be performed (e.g. at a determined location at the customer's or remote at REATECH's site) are assigned by the customer. Both parties agree upon the time periods at which the services have to be performed. These depend on the existence of specific resources et al Change Management As the particular requests in projects on time & material basis are specified by the customer, the change management is limited to the observance of the predefined and ordered time contingent. As is apparent that this is not sufficiently estimated, the project leader of the customer contacts the responsible sales representative at REALTECH to order the extension of the contingent, if requested. Any additional service provision depends, in any case, from a sufficiently available contingent. If e.g. a fulfillment of requests is at risk due to unavailable resources, REALTECH reserves the right to not provide an extension of the contingent Acceptance Since the progress of the project is directly steered and proved by the customer, the official acceptance of projects on time & material basis consists of the signature of the proof of performance if not agreed differently in the individual agreement Payment Terms The REALTECH consultant documents the timely amount of service performed by maintaining a proof of activity. The customer acknowledges the service by signing the proof of performance document. These proof of performance documents are normally maintained in regular intervals (e.g. weekly) and invoiced by REALTECH. Copyright 2010 REALTECH. All rights reserved. 3 7

4 If the payment rates and terms are not specified in detail in the particular individual agreement, the respective current price list applies at the time of the individual agreement's conclusion. A man-day shall be of 8 working hours (excluding breaks), which shall be performed between 7.00 a.m. and 7.00 p.m. In the event that Customer shall request any services beyond such time line, any billable time therefore shall be compensated at a premium rate of 50% above the regular rate. REALTECH shall be remunerated for any travel expenses on an actual cost basis incurred by the respective consultant, whereby such remuneration for any travel shall be starting from the REALTECH office location of the consultant. The travel time shall be invoiced at half the rate as compared to the billable time for work. REALTECH shall select the means of transportation: economy class flight, second class by train, or by automobile. 2.2 Work Performances In projects on work performance basis, REALTECH performs services on the basis of a requirement specification provided by the customer. I requested, REALTECH can provide this document assisted by the customer and on account of the customer Project Steering Both parties shall designate, subject to the respective nature or scope of services as set forth in the individual agreement, a contact person who shall be the pertinent project leader. The project leaders shall be authorized to either make or to initiate binding decisions. If set forth in the individual agreement, the project leader, together with additional key persons, shall be a member or part of the steering committee. Such steering committee meets at the request of a party to the agreement, whereby decisions with respect to the further course of the project shall be implemented. Following each meeting, REALTECH shall provide meeting minutes. The content of such minutes shall be deemed accepted unless the customer objects thereto in writing within one week after its receipt Change Management If the customer would like to change his request/the scope of the services, REALTECH shall be obligated to adhere to such request, unless such a request is unreasonable with regard to the extent of the project or the scheduling thereof. Insofar as the realization of the change request has any impact with regard to the agreement, REALTECH shall be able to request a reasonable adjustment with respect to the compensation as well as to the scheduling. The customer shall, at REALTECH's request, specify such a change request to an extent, which is required for an appropriate realization of the obligations as set forth in the individual agreement. REALTECH shall provide such a change request on account of the customer. Any agreements of the parties with regard to changes need to be in writing. REALTECH shall immediately request amended requirements regarding compensation and scheduling that result Copyright 2010 REALTECH. All rights reserved. 4 7

5 from the realization of the change request. If the customer should not agree to REALTECHs claims, the customer needs to object immediately. If the customer should neither object thereto nor submit a written approval within 14 days, the change request shall not be made part of the obligations owed and the respective project shall be continued with the original scope. The time spent by REALTECH for the evaluation of the change shall be compensated for and can also affect the scheduling insofar as the time spent for the evaluation shall shift or adjust the scheduling accordingly. REALTECH shall notify the customer immediately about this. The aforesaid provisions shall also apply in the event that REALTECH can plausibly claim that the customer s submission of any detailing contains a change request (additional request). If REALTECH recognizes that the service description/ requirement specifications - if applicable - is incorrect, misleading or not executable, REALTECH shall inform the customer immediately about this in writing. Thereafter Customer decides instantly, at least within one week, about the further proceedings. In the event that this decision was not announced in time, the customer has to bear the costs/ additional expenditures for possible resulting discontinuities/delays of the project Acceptance In case of REALTECH providing services within the scope of a work performance contract, REALTECH shall submit in writing the notice of the readiness for acceptance to the customer. The customer shall be obligated to countersign such notice of readiness of acceptance as verification. The customer shall be obligated, to immediately check the service with regard to essential functions and, upon fulfillment of all contractual obligations, to submit a written notice of acceptance to REALTECH. Unless provided otherwise in the individual agreement, the time line for evaluation of the services provided shall be two weeks following the notice of the readiness for acceptance. Unless the customer submits a written notice of any defects, the service shall be deemed accepted two weeks after expiration of the aforesaid time line for evaluation. REALTECH shall advise the customer of such time line at the time the readiness for acceptance is given. The parties may define the acceptance procedure including the classification of defects in the individual agreement. In the event that the respective individual agreement shall be divided into various different milestones, notice of acceptance shall be provided following each separate milestone. The subject of the final notice of acceptance shall be the final specific milestone as well as the combination of all of the different milestones. The above stated terms for acceptance shall be applicable accordingly with regard to other services that are ready for acceptance upon delivery/notice of completion. Copyright 2010 REALTECH. All rights reserved. 5 7

6 2.2.4 Payment Terms In the event of contracts on a work performance basis, the payment of the services is specified in individual agreements. Especially a payment in partial steps may be agreed upon. The remuneration for any travel expenses is specified in the individual agreement if applicable. In the event that no arrangement about the payment of the service in the individual agreement is provided, REALTECH is entitled to charge the complete amount of the service performed as agreed in the individual agreement directly after the acceptance. Copyright 2010 REALTECH. All rights reserved. 6 7

7 3. Support for Services which are performed as consulting projects are principally not covered by support fees for the Guard! products. After the acceptance, the service is valid as rendered. If the customer requests changes, adoptions or additions of the services performed at a later date, another contractual procurement is necessary and presents a new consulting project with its modalities regulated in an individual agreement. Copyright 2010 REALTECH. All rights reserved. 7 7