C4T SAAS License & Services agreement This agreement is concluded on [date] (the “Effective Date”) by and between Customs4Trade NV, with registered office at Bankstraat 30, 2811 Mechelen (Hombeek), Belgium and registered under number BE0869.621.133 (“C4T”), and [entity] with registered office at [corporate details to be inserted] (the “Client”). C4T and the Client may individually be referred to as a “Party” and jointly as “the Parties”. PREAMBLE Whereas C4T has developed and owns certain software and is in the business of licensing such software in the form of a SAAS Platform and providing services in connection with such software; Whereas the Client wishes to obtain from C4T the right to use such software in connection with its business, and be provided with certain services in connection with such software; Whereas C4T is willing to license such software under a SAAS model, and to provide the Client with services in connection with such software, as set forth in this Agreement. NOW THEREFORE, in consideration of the agreements and representations set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Definitions 1.1 When used in this Agreement, the following terms shall have the meaning ascribed to them below: “Agreement” means this C4T SAAS License & Services agreement; “Client” means the Client as defined in the preamble of this Agreement; “Client Data” means the data and meta-data of the Client processed or stored through the Software; “Confidential Information” of a Party means the information of such Party, whether in written, oral, electronic or other form, which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential given its nature or the circumstances surrounding its disclosure, regardless of whether or not it is expressly marked as confidential, including (without being limitative) information and facts concerning a Party’s and its affiliates’ business plans, clients, prospects, personnel, suppliers, licensors, licensees, partners, investors, affiliates or others, training methods and materials, financial information, marketing plans, sales prospects, client lists, inventions, program devices, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets, including all copies of any of the foregoing and any analyses, studies or reports that contain, are based on, or reflect any of the foregoing. The Confidential Information of C4T shall include, without being limitative, the Software and the Documentation; “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data; where the purposes and means of such processing are determined by European Union or Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or Member State law; “Data Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the controller; “Deliverables” means deliverables developed by C4T in the scope of the Services; “Documentation” means the operating manual, including a description of the functions performed by the Software, user instructions, technical literature and all other related materials (excluding marketing material and any information posted on a (C4T) website), which may be supplied to the Client by C4T to facilitate the use of the Software; “Employee” means an individual who is hired by an employer and has entered into or works under a contract of employment for the provision of labour services in exchange for a wage or a fixed payment. An Employee does not provide professional services as part of an independent business. Agents, distributors, advisors, consultants, freelancers, (independent) (sub)contractors or any other third party are not considered Employees for the purposes of this Agreement; “Enhancement(s)” shall mean a modification to the Software that alters the functionalities described in the Specifications without materially degrading the functionalities or performance of the Software prescribed by the Specifications; “Fees” shall mean the License Fees and Services Fees; “Implementation Services” means the professional services provided by C4T pursuant to article 5 and in accordance with Schedule 3; “Intellectual Property Rights” means (i) patents, trade marks, service marks, trade secrets, copyrights, design rights, know how, trade and business names, domain names, database rights and any other intellectual or industrial property or similar right throughout the world (whether registered or unregistered) (ii) applications for registration, renewals, extensions, continuations, divisions, reissues or improvements relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items; “Internal Business Purpose” means the implementation of a customs management software to manage and comply with customs inbound and outbound declarations and the legal and administrative requirements for a cross-border authorization inward processing relief; “License Fees” means the recurring fees payable by the Client in respect of - the user rights in respect of the Licensed Products granted hereunder and; “License Parameters” means the parameters as set out in Schedule 1 that govern the license granted pursuant to Article 2; “Licensed Products” means the Software and the Documentation; “Object Code” (or Bytecode) means software assembled or compiled in magnetic or electronic binary form on software media that is readable and usable by machines but not generally readable by humans without reverse assembly, reverse compiling or reverse engineering; “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as (but not limited to) a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; “Professional Services” mean the professional services to be delivered by C4T, upon Client’s explicit written request, pursuant to article 5 and in accordance with Schedule 4. “Service Fees” means the fees payable by the Client in respect of the Implementation Fees and Professional Services. “Services” means the Support Services and Professional Services. “SLA” means the Service Level Agreement, annexed as Schedule 2 to this Agreement “Software” means the C4T software and all its modules as listed in Schedule 1, licensed to the Client by C4T in accordance with the terms of this Agreement and provided through a SAAS-model; “Source Code” means the Software written in programming languages including all comments and procedural code such as job control language statements, in a form intelligible to programmers trained in and knowledgeable of the Software, and capable of being translated into the Object Code form of the Software for operation on computer equipment through assembly or compiling; “Specifications” means the specifications for the Software as expressly agreed between the Parties; “Territory” means the country in which the Client has its registered office and each additionally agreed country in which the Client has itself a place of business, and for which the license is granted to the Client, as identified in Schedule 1; “Upgrades” shall mean a new release or version of the Software constituting a compendium of Enhancements; “Virus” means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data; “Working Day” means any day except Saturday, Sunday or an official holiday in C4T’s country of incorporation. The Schedules may contain additional definitions, specific to those Schedules. 1.2 Whenever the word “include(s)” or “including” is used in this Agreement, the enumeration that follows shall be deemed to be non-exhaustive. 1.3 The following Schedules are annexed to, and form an integral part of, this Agreement: Schedule 1: Licensed products and Fees Schedule 2: SLA (Service Level Agreement), Maintenance and Support Schedule 3: Implementation Services Schedule 4: Professional Services In the event of a conflict between the terms of the Agreement and a Schedule, the latter shall prevail (unless expressly stipulated otherwise in the relevant Schedule). 2. License 2.1 Subject to the terms and conditions of this Agreement and timely payment of the License Fees by the Client, C4T hereby grants to the Client a personal, restricted, non-exclusive, non-transferable, non-assignable license, without the right to sublicense, for the duration of this Agreement (subject to the termination provisions of this Agreement), to use the Licensed Products in accordance with the Documentation and in accordance with the License Parameters, for the Client’s Internal Business Purposes pursuant to the SAAS-model and in accordance with the SLA. The license will commence on the Effective Date of the Agreement provided C4T has received timely payment of the License Fees from the Client and shall continue unless and until terminated in accordance with the terms of this Agreement. The extent of the license granted under this Section 2.1 is restricted to the scope expressly set forth herein, and there are no implied licenses under this Agreement. The Client acknowledges and agrees that any use of the Licensed Products outside the scope of this license as set forth in this Section 2.1., unless such use has been expressly approved in writing prior to such use by a C4T duly authorized representative, will entitle C4T to immediately terminate or suspend the license granted hereunder and/or the Agreement for material breach by Client, without any formalities being required and without prejudice to any other right or remedy available to C4T pursuant to this Agreement or under applicable law. 2.2 The Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Software, and notify C4T promptly of any such unauthorized use known to the Client. The Client may not provide any copy of the Documentation to any third party other than its Employees who need such copy in connection with the performance of their responsibilities to the Client and who are bound by confidentiality provisions. 2.3 Restrictions on use. The Client agrees that it will not itself, or through any parent, subsidiary, affiliate, agent, (sub)contractor or other third party: (i) use the Software or Documentation other than for the Client’s internal business purposes and only as expressly authorized in this Agreement; (ii) sell, lease, commercialize, rent, display, license, sublicense, transfer, provide, disclose, or otherwise make available to, or permit the use of or access to, the Software or the Documentation, in whole or in part, to any third party, whether or not related to the Client, except as expressly permitted in this Agreement, or otherwise use the Software on a “service bureau” basis, or use the Software for insourcing transactions (save as expressly agreed otherwise in writing and subject to payment of the additional compensation payable in respect of such insourcing activities); (iii) modify the Software or Documentation or develop any derivative works based on the Software, Documentation or any Confidential Information of C4T; (iv) use the Software except as expressly authorized herein; (v) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any Source Code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, or disclose any of the foregoing; (vi) encumber or suffer to exist any lien or security interest on the Software; (vii) take any action that would cause the Software, the Source Code or the Documentation to be placed in the public domain; (viii) use the Software in an environment not expressly permitted under this Agreement; or (ix) remove or alter any copyright or other proprietary notice on any of the Licensed Products. Upon request by C4T, the Client will provide C4T with such information, certifications and access to its systems as may reasonably be requested by C4T to verify compliance with the restrictions on the use of the Software and Documentation as set forth herein. 2.4 Nothing herein shall be construed to require C4T to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by the Client or any of its Employees to provide access from the Internet to the Software. 2.5 The Client may order additional licenses or increases to the License Parameters during the Term of the Agreement at the applicable rates at the time of order. Such order will be effectuated (and only binding) by annexing a new Schedule to this Agreement. 3. Acceptance of the Software 3.1 If no acceptance tests are specified in the Schedule, acceptance of the Software shall be deemed to take place on the delivery date of the access to the Software (by delivery of User IDs or otherwise) (the “Delivery Date”). 3.2 The following provisions shall apply in the event specific acceptance tests are specified in the applicable Schedule: 3.2.1 The Client may perform acceptance testing in respect of the Software against the Acceptance Criteria, provided that any such acceptance testing must be completed within 30 days after the Delivery Date. The Client will be deemed to have accepted the Software without reservation if (i) the Client uses the Software in a production environment, (ii) the Software performs in accordance with the Acceptance Criteria during the acceptance testing, (iii) the Client notifies C4T that it accepts the Software, (iv) the Client has not completed acceptance testing of the Software within 30 days from the Delivery Date, or (v) the Client has failed to issue a notice of acceptance or non acceptance within three (3) Working Days from the end of the acceptance testing. 3.2.2 If the Software fails to perform in accordance with the Acceptance Criteria during the acceptance testing, the Client shall promptly (and in any event within fifteen (15) Working Days of the end of such acceptance testing) deliver to C4T a written notice listing all deficiencies in reasonable detail. C4T will then, at its own expense, modify the Software until C4T determines that the Software meets the Acceptance Criteria. C4T will then deliver to the Client notice of its determination that the modified Software meets the Acceptance Criteria. Following its receipt of such notice, the Client will as promptly as practicable (and in any event within such period as may be agreed between the Parties) recommence acceptance testing of the Software. The Client will be deemed to have accepted the modified Software without reservation if (i) during the acceptance testing the Client completes a successful registration of a transaction, (ii) the Client uses the Software in a production environment, (iii) the Software performs in accordance with the Acceptance Criteria during the acceptance testing, (iv) the Client notifies C4T that it accepts the Software, (v) the Client has not completed acceptance testing of the Software within reasonable period after the date of receipt of the notice from C4T, or (vi) the Client has failed to issue a notice of acceptance or non acceptance within a reasonable period after the date of receipt of the notice from C4T. 3.2.3 If after additional acceptance testing pursuant to Section 3.2.2, the Software still fails to perform in accordance with the Acceptance Criteria, the Parties will repeat the steps described in Section 3.2.2 and this Section 3.2.3 until such time that the Software is accepted by the Client or pursuant to Section 3.2.2 above. 3.3 The Software shall not be deemed to have failed to perform in accordance with the Acceptance Criteria as a result of any deficiency which (i) is not attributable to C4T or the Software; or (ii) was or reasonably should have been discovered by the Client during a prior acceptance testing but which has not been notified to C4T; or (iii) which is minor in nature as defined by the Acceptance Criteria, remaining, provided a remedial plan is in place to rectify such errors). 4. Maintenance 4.1 During the Term of this Agreement, C4T may, in its sole discretion, provide Updates to the Software. Updates (if any) will be deemed to be part of the Software under this Agreement. C4T is not obligated to provide any Updates to the Services, and Client acknowledges that it will only have access to the latest version of the Software. 5. Implementation Services - Support - Professional Services 5.1 Subject to the payment of the Fees, C4T shall provide to the Client the Implementation Services set out in Schedule 3. 5.2 C4T shall provide the Client with Remedial Maintenance Services and/or General Support Services in accordance with Schedule 2. 5.3 C4T agrees, upon the Client’s explicit written request, to provide additional services related to the Licensed Products to the Client, including, without limitation, modifications to the Software, as may be agreed between the Parties in a Work Order (“Professional Services”). Any such Professional Services shall be provided pursuant to a Work Order agreed to and signed by a duly authorized representative of both Parties. Each Work Order shall be in a format agreed between the Parties, shall incorporate by reference the terms of this Agreement, and shall set forth the Professional Services and/or Deliverables to be provided by C4T, the applicable assumptions and Client dependencies, the Professional Services Fees and expenses to be paid to C4T, the applicable Acceptance Criteria, if any, and such additional terms and conditions as the Parties may mutually agree. 6. Intellectual Property Rights 6.1 The Licensed Products and all copies thereof, including any rights, title and interest (including Intellectual Property Rights) therein, shall at all times remain the sole and exclusive property of C4T and/or its affiliates, and the Client shall obtain no rights, title or interest (including without limitation Intellectual Property Rights) in the Licensed Products pursuant to this Agreement except the rights expressly granted hereunder. In the event that, notwithstanding any prohibition thereto, the Client modifies, improves or creates derivative works of or from the Software or Documentation (collectively, “Improvements”), C4T shall immediately and irrevocably own all right, title and interest, including any and all Intellectual Property Rights, in and to such Improvements and the Client hereby agrees to assign and hereby assigns any rights (including Intellectual Property Rights) in such Improvements to C4T and agrees to secure any additional confirmations, assignments or other instruments or documents as may be necessary to vest title to any such Improvements in C4T as contemplated by this Section 6.1. No amount shall be payable by C4T to the Client for the assignment of any rights in such Improvements as set forth herein. 6.2 The Client agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice, on or in the Licensed Products, or visible during its operation, or on media or on any Documentation. The Client shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies. 6.3 Any pre-existing Intellectual Property Rights in Client Data shall at all times remain unchanged. Client grants C4T a non-exclusive, worldwide, royalty-free and fully paid license to use the Client Data as necessary for purposes of providing the Software, its output and the Services and its output and in general to perform its obligations under this Agreement. The Client Data hosted by C4T as part of the Software, and all worldwide Intellectual Property Rights in it, are the exclusive property of the Client. All rights in and to the Client Data not expressly granted to C4T in this Agreement are reserved by the Client. 7 Confidentiality 7.1 Each of the Parties agrees that it will not, both during the Term of this Agreement and following termination or expiration of this Agreement (i) disclose any Confidential Information of the other Party, except to those of its Employees, officers, directors, contractors and affiliates that have a reasonable demonstrable legitimate need to know such information in light of the Parties’ rights and obligations hereunder, subject to each of them committing in writing to adequate confidentiality obligations prior to being granted access to such Confidential Information and subject to any other conditions and restrictions set out in this Agreement, or (ii) use any Confidential Information of the other Party for its own benefit or that of any third party, except as expressly permitted under this Agreement. 7.2 Each of the Parties shall ensure that each person who receives Confidential Information pursuant to this Agreement is made aware of and complies with the confidentiality obligations under this Agreement as if they were a party to this Agreement. Each of the Parties shall be responsible and liable towards the other Party for a breach of these confidentiality obligations by any party acting under their control or on their behalf or to which they otherwise provided Confidential Information. 7.3 Shall not be considered Confidential Information, information which: (i) is in the public domain at the time of disclosure or subsequently falls into the public domain through no breach of this Section 7 by the receiving Party, provided that the Client acknowledges and agrees that Confidential Information of C4T shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now, or become, known to the public, through whatever means, including through means of the supply or commercialization of products or services based on or related to such Confidential Information; (ii) can be proven to the reasonable satisfaction of the disclosing Party to be lawfully in the receiving Party’s possession prior to any disclosure by the disclosing Party and without an obligation of confidentiality towards the disclosing Party; (iii) can be proven to the reasonable satisfaction of the disclosing Party to be lawfully obtained from a third party which was not under an obligation of confidentiality towards the disclosing Party; (iv) can be proven to the reasonable satisfaction of the Disclosing Party to be independently developed by the receiving Party, without access or reference to, or use of, the disclosing Party’s Confidential Information. 7.4 The Parties’ confidentiality obligations as set forth herein shall survive termination of the Agreement. Upon termination of the Agreement or a disclosing Party’s earlier written request, the receiving Party shall promptly return to the disclosing Party all Confidential Information of the disclosing Party in its possession or under its control. 8. Fees 8.1 As consideration for the use rights granted pursuant to Section 2 of this Agreement, the Implementation Services and/or the Services the Client agrees to pay to C4T Fees, in accordance with the invoicing schedule set forth in Schedule 1 or the applicable Work Order. 8.2 Undisputed invoices are due and payable by the Client within thirty (30) days from the (i) the date sent by e-mail or (ii) two days after the date sent by post. All payments made by the Client to C4T under this Agreement shall be final and non refundable. The amount of any invoice which has not been paid within thirty (30) days from the invoice date shall automatically be subject to a late payment interest equal to 8% per year, which interest shall be compounded daily as of the due date until receipt of full payment by C4T. In addition, the Client shall pay all costs incurred by C4T as a result of the (extra)judicial enforcement of the Client’s payment obligations hereunder. If the Client fails to pay any outstanding amounts within sixty (60) days from receipt of a written payment default notice, C4T may terminate this Agreement, or alternatively, at its sole discretion, suspend C4T’s obligations and/or the Client’s user rights granted hereunder by written notice to the Client until receipt of payment of such outstanding amounts. All Fees payable to C4T under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Client undertakes to pay C4T such additional amounts as are necessary in order that the net amounts received by C4T after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding. 8.3 If the Client disputes any portion of an invoice, the Client shall notify C4T within thirty (30) days from (i) the date sent by e-mail or (ii) two days after the date sent by post of the nature of any such dispute, the basis for the Client’s dispute and the amount involved, together with any appropriate information supporting Client’s position, failure of which shall result in the invoice being deemed accepted by the Client. The undisputed portion of the invoice shall be paid as set forth herein. 8.4 Sums stated to be payable under this Agreement do not include any applicable value added tax or other taxes, which shall be additionally charged to the Client. The Client is responsible for payment of all federal, state or local import, usage, value added, withholding or other taxes or duties associated with the supply or use of the Licensed Products, the Support Services or which may be levied or based upon the Fees, the expenses or any part thereof, and the Client shall promptly reimburse C4T for any such taxes or duties paid by C4T. 8.5 The Fees may be subject to an annual adaptation on January 1st of every year according to following formulae using the Agoria “refertelonen landsgemiddelde” index or if the Agoria index is no longer published, the index replacing it or failing such index by another index reflecting the increases of labor cost: (New Amount) = (Old Amount) X (0.35 + 0.65 x (New Index/Starting Index)). A negative index shall have no impact on the Fees. C4T has no obligation to inform the Client in advance of this adaptation. 8.6 C4T and/or its agents may request insight in certain business records, the Client’s premises and any other information relevant to verify the Client’s compliance with this Agreement upon reasonable notice (except where such notice would defeat the purpose of the audit), during normal business hours during the term of the Client’s user rights hereunder and for a period of one (1) year thereafter, provided that such inspection right may not be exercised more than twice during any calendar year period, except where C4T has reasonable grounds to believe the Client is acting in breach of this Agreement. If such inspection shows that the Client has underpaid the amount of Fees due to C4T, without prejudice to any other rights and remedies available to C4T hereunder, the Client shall promptly pay the amount of any such underpayment to C4T together with any applicable late payment interest (as per clause 8.1 hereof). The Client and C4T shall each bear their own cost related to any such review and inspection, provided that in the event of an underpayment by the Client or any other contractual breach as determined by such review and inspection, all costs related to such review and inspection shall be borne by the Client, without prejudice to any other rights and remedies available to C4T hereunder. 9. Representations and Warranties 9.1 C4T represents and warrants to the Client the following: (a) To the best of C4T’s knowledge, the Licensed Products do not, upon delivery to the Client, contain any Virus, and C4T shall not knowingly program into any of the Licensed Products any Virus or other software routine designed to permit unauthorized access to any Client computer system or to disable, erase or otherwise cause damage to software, hardware or data or any back door, time bomb, software lockout key or device, drop dead device, or other software routine designed to disable a computer, either automatically or with the passage of time or under the control of any person, unless any such software routine is expressly requested in writing by the Client. It being understood that C4T will perform the necessary checks and scans to ascertain this representation. (b) C4T is a corporation duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to engage in the transactions contemplated thereby. The execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of C4T and this Agreement constitutes the legal, valid and binding obligation on C4T, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by C4T does not, to the best of its knowledge, (i) violate any judicial or governmental order, injunction, decree or award binding on C4T, or (ii) violate any law or regulation that is applicable to C4T, or (iii) violate or conflict with, or constitute a default under, the terms of any agreement to which C4T is a party. (c) Except as expressly set forth in this Section 9, the Licensed Products are provided “as is.” The express warranties set forth in this section 9 are the only warranties made by C4T with respect to this Agreement, the Software, the Documentation or any materials or services provided by C4T in connection with this Agreement. C4T makes no other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. (d) that the Services shall be carried out in a proper and professional manner by properly qualified personnel. (e) That the output generated by the Software is substantially in accordance with the criteria specified in the Documentation, provided that (a) the Software is used in full compliance with the Specifications and Documentation and (b) the input data is completely error-free and in in full compliance with the Specifications and Documentation. 9.2 The Client represents and warrants to C4T that (a) the Client is duly organized, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to engage in the transactions contemplated thereby, (b) the execution, delivery and performance of this Agreement have been duly authorized by all requisite action on the part of the Client and this Agreement constitutes the legal, valid and binding obligation of the Client, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Client does not, to the best of its knowledge, (i) violate any judgment, order, injunction, decree or award of any court or governmental body binding on the Client, (ii) violate any law or regulation that is applicable to the Client, or (iii) violate or conflict with, or constitute a default under, the terms of any agreement to which the Client is a party. If at any time during this Agreement, the Client notices or suspects that wrong assumptions have been made or any of these warranties prove incorrect, it shall promptly inform C4T thereof in writing. 10. Indemnification 10.1 C4T shall defend and indemnify the Client as specified herein against any founded and well-substantiated claims brought by third parties to the extent such claim is based on an infringement of the Intellectual Property Rights of such third party by the Licensed Products in Europe and excluding any claims resulting from (i) the Client’s unauthorized use of the Licensed Products, (ii) the Client’s or any third party’s modification of any of the Licensed Products, (iii) the Client’s failure to use the most recent version of the Licensed Products made available to the Client, or the Client’s failure to integrate or install any corrections to such Licensed Products issued by C4T, if C4T indicated that such update or correction was required to prevent a potential infringement, (iv) Client’s use of the Licensed Products in combination with any non-C4T products or services, or (v) the Software having been developed to the Client’s design or incorporating documents, materials, ideas, data or other information, provided by or on behalf of the Client. Such indemnity obligation shall be conditional upon the following: (i) C4T is given prompt written notice of any such claim; (ii) C4T is granted sole control of the defense and settlement of such a claim; (iii) upon C4T’s request, the Client fully cooperates with C4T in the defense and settlement of such a claim, at C4T’s expense; and (iv) the Client makes no admission as to C4T’s liability in respect of such a claim, nor does the Client agree to any settlement in respect of such a claim without C4T’s prior written consent. Provided these conditions are met, C4T shall indemnify the Client for the damages and costs incurred by the Client as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by C4T pursuant to a settlement agreement. 10.2 In the event the Licensed Products, in C4T’s reasonable opinion, are likely to or become the subject of a third-party infringement claim (as per clause 10.1), C4T shall have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the) Licensed Products so that they become non-infringing while preserving equivalent functionality; (ii) obtain for the Client a license to continue using the Licensed Products in accordance with this Agreement; or (iii) terminate the relevant license and pay to the Client an amount equal to a pro rata portion of the License Fee paid to C4T hereunder for that portion of the Licensed Products which is the subject of such infringement, such portion being based on a straight line depreciation over a five year term beginning on the Delivery Date of the Licensed Product at issue. 10.3 The foregoing states the entire liability and obligation of C4T and the sole remedy of the Client with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Licensed Products or any part thereof. 11. Limitations on Liability 11.1 To the maximum extent permitted by applicable law, C4T excludes its liability (whether in contract, warranty, tort (including as a result of negligence, product liability or other theory) or otherwise) to the Client or any other person for cost of cover, recovery or recoupment of any investment made by the Client or its affiliates in connection with this Agreement, and for any indirect or punitive or special or consequential or other similar damages (including damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damage, opportunity loss, loss of anticipated savings, and the cost of procuring replacement goods or services) arising out of or relating to this Agreement, even if C4T has been advised or notified of the possibility of such costs or damages. 11.2 Without prejudice to and without limiting Section 11.1 of this Agreement, C4T’s liability arising out of or in connection with this Agreement or the transactions contemplated hereby, whether in contract, warranty, tort (including negligence, product liability or other theory), or otherwise, shall not exceed the total License Fees (excl. taxes) paid to C4T by the Client under this Agreement during the twelve (12) month period preceding the date on which the applicable liability claim arose, provided that C4T’s aggregate liability in this respect shall not exceed the total License Fees (excl. taxes) paid under the Agreement. 11.3 The Client agrees that C4T can only be held liable as per the terms of this Section 11 to the extent damages suffered by the Client are directly and solely attributable to C4T. 11.4 Client’s exclusive remedy for any claim arising out of or in connection with this Agreement shall be for C4T, upon receipt of written notice, to use reasonable efforts to cure the breach or default at its expense, and failing that (including, for the avoidance of doubt, a partial remedy of the claim), C4T’s liability shall be limited as set forth in this Agreement. Each Party shall have a duty to mitigate damages for which the other Party is responsible. 12. Term and Termination 12.1 This Agreement shall enter into force on the Effective Date and shall remain in effect for three (3) years, and shall be renewed for successive one (1) year terms thereafter unless either Party gives the other Party written notice of its intent not to renew the term at least thirty (30) days prior to the expiration of the then-current one-year period (all subscription periods together with the initial term, the “Term”). . 12.2 Either Party may terminate this Agreement by written notice to the other Party, if the other Party materially breaches this Agreement and fails to (i) cure such breach within thirty (30) days from the date of receipt of such notice by the breaching Party, or (ii) make substantial progress to cure such breach and implement a remedial plan that results in a cure of such breach within sixty (60) days from receipt of such default notice, provided that C4T shall be entitled to terminate this Agreement (or alternatively suspend C4T’s obligations and/or the Client’s user rights granted (t)hereunder) on giving written notice in the event the Client breaches the license terms hereunder or infringes C4T’s Intellectual Property Rights. 12.3 Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business. 12.4 Upon termination of this Agreement for whatever reason (i) the Client shall promptly pay C4T all Fees and other amounts payable hereunder for the full contract term specified in Section 12.1, except in the event of a termination by the Client pursuant to Sections 12.2 or 12.3, in which case the Client must promptly pay C4T all Fees and other amounts payable hereunder up to the actual termination date; and (ii) the use rights granted to the Client pursuant to Section 2 of this Agreement, shall automatically terminate and the Client shall return to C4T all copies (in whatever form or medium) of the Licensed Products and the Confidential Information of C4T that are in the possession or under control of the Client. 12.5 Upon termination of this Agreement for whatever reason, C4T will (i) grant Client the opportunity to export all Client Data stored on the Software during a period of thirty (30) days and (ii) remove all Client Data after ninety (90) days of its systems. Export of the Client Data will be facilitated in a commonly accepted file format of C4T’s choice. The Client acknowledges that any damage or loss (other than any damage or loss incurred pursuant to a faulty export) incurred pursuant to the migration of Client Data shall be Client’s responsibility. Any further assistance of C4T in the migration of the Client Data or request to deliver the Client Data in a file format of Client’s choice can be provided by C4T as part of the Professional Services on a time & material basis. 12.6 The provisions of this Agreement that are expressly or implicitly intended to survive termination, including but not limited to Sections 6, 7, 8, 12 (where relevant) and 15 of this Agreement, shall survive any expiration or termination of this Agreement. 13. Cooperation 13.1 The Client acknowledges that C4T’s performance of this Agreement is dependent on the Client’s cooperation and the Client agrees to cooperate with C4T to enable C4T to adequately perform its obligations under this Agreement. Such cooperation shall include, without limitation (i) timely making available management decisions, information, approvals and acceptances; and (ii) at no cost to C4T, providing timely and appropriate access to Client facilities, personnel, stakeholders, equipment, resources and systems, including its owned and licensed software, tools, data, databases and methodologies, and any relevant information and documentation (such information and documentation to be accurate and complete) as necessary to facilitate performance of the Services. In addition to any items specified in the relevant Work Orders, the Client shall supply C4T personnel working on site at a Client location, at no cost to C4T, with suitable office and work space, desks, storage, furniture, and other normal office equipment and support, adequate computer resources (including necessary rights to third party software), telephone and facsimile support, word processing and general office supplies as necessary to perform the Services. 13.2 C4T shall have sole control over the assignment of its personnel and agents. While on the Client’s premises, C4T’s personnel will observe all written rules applicable to the Client’s Employees, to the extent applicable in light of the Services to be provided by the C4T personnel and provided such rules have been notified to C4T in writing timely in advance. In the event of any changes to such rules, or new rules being imposed, during the Term of the Agreement, where such changes or new rules impact C4T’s (cost of) performance of this Agreement or any Work Order, such impact shall be handled through the agreed change management process. 13.3 Each of the Parties shall designate a Project Manager for this Agreement and/or in respect of individual Work Orders, who shall be the principal contact for all purposes of this Agreement/the relevant Work Orders. Either Party may change its Project Manager upon written notice to the other Party. The initial Project Managers are listed in Schedule 2 and/or the relevant Work Orders. 13.4 During the Term of this Agreement and for a period of one year after the expiration or termination of this Agreement (or of a Work Order, whichever is the longest), the Client agrees that it shall not without C4T’s prior written consent, directly or indirectly (including through its affiliates or recruitment agencies), hire or otherwise engage, in whatever capacity (including as an Employee or consultant), or solicit the services of, any personnel member of C4T or its affiliates, while such person is employed or engaged by C4T or its affiliates and during six months after such employment or engagement ends. For the purpose of this section, “hire” means to employ an individual as an employee or engage such individual as an independent contractor, whether on a full-time, part-time or temporary basis. The Client agrees not to encourage third parties to act in a manner that would constitute a breach of this section, if such action had been performed by the Client. In case the above non-solicitation/non-hire obligations are not complied with and give rise to actual employment/engagement of C4T’s or its affiliates’ personnel, the Client shall compensate C4T by paying, upon a first request, a lump-sum amount corresponding to twelve times the gross salary/compensation each such person so hired/engaged earned with C4T or its affiliates (as applicable) during the last full month such person worked for C4T or its affiliates. 13.5 This Agreement does not constitute a partnership agreement nor does it create a joint venture or agency relationship between C4T and the Client. Neither Party shall take any action or make any representation to any third party that would be inconsistent with the foregoing sentence. Neither Party shall be liable for the representations, acts, or omissions of the other Party unless expressly provided otherwise under the terms of this Agreement. 13.6 As C4T only provides the Licensed Products in assistance of the customs declaration obligations of Client, Client or a declarant party appointed by Client will at all times be the declarant of the customs declarations from a customs legislative point of view. 14. Data Privacy 14.1 To the extent any Personal Data is controlled or processed by C4T, such processing shall be done in accordance with the applicable data protection legislation, such as amongst others, the General Data Protection Regulation 2016/679. 14.2 Data controller. C4T may collect any Personal Data, such as (but not limited to) name and e-mail addresses, from the Client concerning its employees or consultants. Such Personal Data shall be used by C4T solely for the purpose of the management of the Software, as well as for the contractual management of the client relationship with the Client (invoicing, renewal request, ...). In this regard, C4T shall act as Data Controller. 14.3 Data processor. C4T may be provided access to any Personal Data and/or must process any Personal Data on behalf of the Client when performing its obligations under this Agreement. In this regard, the Parties record their intention that the Client shall act as “Data controller” and C4T shall act as “Data processor”, as specified in the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, the “Regulation”) and in any such case: a. process such Personal Data only on documented instructions from Client, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by European Union or Member State law to which C4T is subject; in such a case, C4T shall inform Client of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest; b. only process such Personal Data in a Member State of the European Union or European Economic Area, unless specifically authorised in writing by Client; c. ensure that persons authorised to process such Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; d. implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account in particular the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored or otherwise processed, and ensure that any natural person acting under the authority of C4T who has access to Personal Data does not process them except on instructions from Client, unless he or she is required to do so by Union or Member State law; e. respect the following conditions for engaging another processor: i. C4T can engage other processors (sub-processors). The list of C4T’s current other processors is to be notified to the Client. C4T shall inform Client of any intended changes concerning the addition or replacement of such processors, thereby giving Client the opportunity to object to such changes ii. Where C4T engages another processor for carrying out specific processing activities on behalf of Client, C4T shall impose on that other processor the same data protection obligations as set out herein, by way of a contract or other legal act under Union or Member State law. Where that other processor fails to fulfil its data protection obligations, C4T shall remain fully liable to Client for the performance of that other processor's obligations. f. taking into account the nature of the processing, assist Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Client's obligation to respond to requests for exercising the data subject's rights under applicable data protection legislation; g. assist Client in ensuring compliance with the obligations under applicable data protection legislation in relation to security of processing, to the notification of any breach of Personal Data to supervisory authorities and data subjects where relevant, to the carrying out of data protection impact assessments where required and to prior consultation of the supervisory authority; h. at the choice of Client, delete or return all such Personal Data to Client after the end of the provision of the Products and Services under the Agreement, and any and all delete existing copies of Client’s Personal Data, unless European Union or Member State law requires storage of the Personal Data; i. make available to Client all information necessary to demonstrate compliance with these obligations and allow for and contribute to audits, including inspections, conducted by Client or another auditor mandated by Client. 14.4 Measures. C4T and the Client shall each take the appropriate technical and organizational measures which are required to protect the Personal Data against accidental or unauthorized destruction, accidental loss, as well as against any modification of or access to, and any other unauthorized processing of the Personal Data. 15. Miscellaneous 15.1 All notices, requests, consents, demands and other communications hereunder shall be in writing, addressed to the receiving Party's address as set forth below or to such other address as a Party may designate by notice hereunder, and either (i) delivered by hand, (ii) sent by a nationally recognized overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid: If to C4T to: [to be completed] If to the Client to: [to be completed] All notices shall be deemed to have been given either (i) if by hand, at the time of actual delivery thereof to the receiving Party at such Party’s address as provided above, as reasonably demonstrated by the Party serving notice, (ii) if sent by overnight courier, on day such notice is delivered to the receiving Party at such Party’s address as provided above, as reasonably demonstrated by the Party serving notice, or (iii) if sent by registered or certified mail, twenty-four (24) hours following the day such mailing is made. 15.2 The terms and provisions of this Agreement may be modified or amended only by written agreement executed by a duly authorized representative of both Parties. The terms and provisions of this Agreement may be waived only by a written document signed by the Party entitled to the benefit of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 15.3 The Client may not assign or transfer this Agreement to any third party (including without limitation its affiliates) without the prior written consent of C4T, such consent not to be unreasonably withheld, but which consent may be made subject by C4T (acting reasonably and in good faith) to payment of additional fees. C4T shall be free to transfer or assign (part of) the Agreement to one of its affiliates. C4T shall also be free to subcontract performance of this Agreement to its affiliates, to individual contractors and to third party service providers without having to obtain the Client’s prior consent, provided that C4T shall remain responsible towards the Client in respect of such subcontracted services. 15.4 In the event that any Party is prevented from performing or is unable to perform any of its non-monetary obligations under this Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the Party invoking this section, and if such Party shall have used reasonable efforts to mitigate its effects, such Party shall give prompt written notice to the other Party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences (or such longer period as is required as reasonably demonstrated by the affected Party). 15.5 This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed in accordance with the laws of Belgium without giving effect to the conflict of law principles thereof. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. In case of any dispute arising in respect of this Agreement, whether during or after its term, the Parties shall first attempt to amicably settle such dispute. Where no such amicable settlement can be reached within a reasonable period from the dispute having arisen, the dispute shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium. 15.6 If a court of competent jurisdiction determines any provision, or any portion thereof, of this Agreement to be unenforceable or invalid, then such provision shall be deemed limited to the extent that such court deems it valid or enforceable and the remaining provisions of this Agreement shall nevertheless remain in full force and effect. 15.7 Interpretation. In this Agreement (unless the context shall otherwise require or permit): a) Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and incorporate; and each case vice versa; b) The headings and captions contained in this Agreement are for convenience only and shall not affect the meaning, construction or interpretation of this Agreement or of any of its terms or provisions. 15.8 The Parties hereto acknowledge and agree that they have participated jointly in the negotiation and drafting of this Agreement and that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. This Agreement does not constitute a partnership agreement nor does it create a joint venture or agency relationship between C4T and the Client. Neither Party shall take any action or make any representation to any third party that would be inconsistent with the foregoing sentence. Neither Party shall be liable for the representations, acts, or omissions of the other Party unless expressly provided otherwise under the terms of this Agreement. 15.9 No failure or delay by a Party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the Parties hereto, shall operate as a waiver of any such right, power or remedy of the Party. No single or partial exercise of any right, power or remedy under this Agreement by a Party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a waiver of the right of such Party to pursue other available remedies. 15.10 As of the Effective Date, C4T shall be entitled to reference the Client as a C4T Client in all of its commercial and marketing documentation and client listings, as a sales reference, as well as on C4T’s websites. The Parties agree to issue a joint press release within a reasonable period from the Effective Date, and one within a reasonable period from the Acceptance Date, the content of which shall be subject to both Parties’ agreement (such agreement not to be unreasonably withheld or delayed), announcing the signature of the Agreement and the implementation of the Software at the Client. 15.11 This Agreement (including the Schedules referred to herein) constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations or understandings between the Parties relating to the subject matter hereof. All such Schedules, as the same may be amended from time to time in accordance with the terms of this Agreement, are incorporated herein by reference and made a part hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 15.12 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the authorized representatives of the Parties have executed this Agreement on the dates written below. For and on behalf of CLIENT By: ________________________________ Name: Title: Date: For and on behalf of C4T By: ________________________________ Name: Title: Date: