This Terms & Conditions hereafter, Statement of Work or SOW, including its Schedules and Appendices (“SoW”) form part of the Master Agreement or other written or electronic agreements between NEW BLACK and Customer for the purchase of online services (including associated NEW Black offline or mobile components) from NEW BLACK, which includes the Services described and scoped in this SoW (identified either as “Services” or otherwise in applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the parties’ agreement with regards to the delivered Services. By accepting the Agreement, Customer enters into this SOW on behalf of itself and, if applicable on behalf of its Authorized Affiliates. For the purposes of this SoW only, and except where indicated otherwise, the term “Customer” shall include Customer and authorized affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. I. HOW THIS SOW APPLIES: If the Customer entity signing this SoW is a party to the Agreement, this SoW is an Addendum to and forms part of the Agreement. In such a case, the NEW BLACK entity that is a party to the Agreement is a party to this SoW. If the Customer entity signing this SoW is neither a party to an Agreement, this SoW is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement Executes this SoW. II. COMMENCEMENT AND TERMINATION 1.)This Statement of Work is entered into pursuant to the MA and shall be incorporated into the MA as an additional Schedule. 2.) Unless otherwise indicated, capitalized terms in the Statement of Work shall have the meaning given to them in the MA. 3.)This Statement of Work has effect from the Effective Date specified at the top of this Statement of Work. 4.) The terms set out in this Statement of Work shall apply to the Services or other work described in the Statement of Work, notwithstanding that some such Services and work may have been performed prior to the date of signature of this Statement of Work. III. DELIVERABLES AND SERVICES 1.) Project: Customer wishes to purchase certain Services and/or Deliverables from NEW BLACK. 2.) Services: NEW BLACK will provide the following Services on the Project:  The guidance for implementation of the EVA Services within the IT landscape of buyer starting with the project mentioned in the scope in the by Customer designated countries. Later, to roll out the solution to other designated countries.  High-end consulting on the buyer Enterprise Strategy & Design with the purpose to unify the commerce and become more adaptive to change. 3.) Estimated Costs: (a) The implementation sprints amount to $ 22.200,= (twenty-two thousand and five hundred euro) per 2-weekly sprints. The estimated amount of sprints depends on the scope. (b) The high-end consultancy sprint amount to € 7.250,= (Seven thousand and two hundred and fifty euro) per 2-weekly sprints to create a holistic unified commerce IT blueprint across Customers' Portfolio. (optional) If in the provision of the Services, Customer requests more time or determines to follow up work and/or actions are required, NEW BLACK shall be entitled to charge Customer for such additional work and time spent on the basis of the standard sprint fee (or hourly pro-rata equivalent). The estimated costs are just an estimate of the budget required. If the Services are not completed in the estimated budget, NEW BLACK will notify the Customer and agree on any additional budget before performing further Services. 4.) Project Schedule Implementation Milestone 1: NEW BLACK will allocate the resources for the implementation of the EVA Services defined by this Statement of Work starting from the SOW effective date. The project schedule consists out of a number of implementation sprints, 2 weeks each, 1 x test, refinement, and polishing sprint, 2 weeks each. This project schedule refers to the scope described in the scope of work. 5.) High-end Consultancy. NEW BLACK will allocate the resources for High-End Consultancy to create holistic unified commerce IT blueprint for Customers, from SoW’s effective date. These sprints continue until the Customer would like to end this part of the Statement of Work. 6.) Development Sprint. After the Services are delivered with reference to the scope mentioned in our scoping document, the Customer continues with a development sprint. 7.) Assumptions: The following are assumptions upon which NEW BLACK will deliver Services defined by this Statement of Work:  Customer resources are available at the times the team members are allocated.  Customer will govern the created governance structure.  The customer is aware that there are certain dependencies for NEW BLACK as to Services to be delivered by Customer. If these dependencies aren’t properly fulfilled by the Customer: o Customer to provide the appropriate level of access to all or any part of its IT system including 3rd party systems that are necessary to perform the Services in the scope, no license fees will be borne to NEW BLACK. o Customer to provide connectivity or other licenses related to all systems and enterprise applications to perform the Services as described in the scope, no license fees will be borne to NEW BLACK. o Customer to organize and ensure internal project management availability for New Black to perform the Services as described in the scope and ad minimum a mirrored team that covers the roles as described in Project Governance and Team o Customer to provide the appropriate level of internal stakeholder management and alignment on the scope of the Services as described.  Both sides declare to obey the initially agreed Project Schedule. In the event that any unmet assumptions result in additional time, NEW BLACK shall have no obligation to perform additional work caused by unmet assumptions or requested scope increases unless the parties have agreed mutually acceptable changes to the Estimated Costs and/or additional fees. 8.) Out of scope: The following parts are not in scope of the delivered Services:  Travel Expenses  1st line/ 2nd line support  Hardware  Front-end development website and apps  License fees for EVA IV. PROJECT GOVERNANCE AND TEAM 1.) New Black Project team: The following NEW BLACK Engineers will perform the Services under this Statement of Work:  Customer Manager;  Solution Architect;  Product-Owner;  Project Sponsor;  Compliance Officer;  Data Protection Officer;  Development Team;  Enterprise Architect:;  Subject Matter Expert; 2.) Customer Project team: The following Customer Engineers will perform the Services under this Statement of Work:  General - Project Manager  Development - (Solution) Architect / Product Owner  Development - Dedicated ESB Developer  Development - Test team front-end & back-end  Development – Business analists  Operational – Supply chain specialist  IT & hardware – System & Application Manager  Finance – Controller  Finance – Tax expert  GDPR & Privacy Expert  Implementation – Implementation expert 3.) Project Location: The Services will be performed:  Location 1: NEW BLACK Office, P.J. Oudweg 4, 1314CH ALMERE, The Netherlands  Location 2: Customer office; V. CUSTOMER RESPONSIBILITIES 1.) Customer’s responsibilities with respect to the Project shall be:  A solution for the dependencies of Deliverables & Services  Access to a representative environment.  Provide project documentation on API’s (requirements and design documentation).  Provide NEW BLACK the relevant information to enable it to provide the Services on the Engagement.  Provide NEW BLACK the relevant resources to enable it to provide the Services in the Engagement. VI. DELIVERABLES As part of the technical and business analysis, development deliverables are:  The Services' setup and provision of test, staging, and productions environments  The setup and basic settings among others in relation to corporate, data protection, and tax law requirements for the defined countries and sales channels in the scope  Application and data migration support for the Services as described in the scope  Support to 3rd parties who will develop on top of the SDKs of the Services described in the scope  End-user training for the user of the Services described in the scope. VII. CHARGES 1.) Rates: This is a Sprint fee Statement of Work based on a blended rate. The following rates will apply for Services provided by the NEW BLACK Engineers:  Implementation/ Development Sprint fee: $ 22.500 US Dollar excluding Taxes  High-end Consultancy Sprint fee: $ 7.250,= excluding Taxes 2.) Expenses: Expenses incurred in the provision of the Services will be charged in addition to the fees set out in clause 10 of the MA. Where travel is required and agreed with Customer in the provision in the Service, NEW BLACK will charge Customer the cost of hotel, travelling and subsistence expenses, reasonably incurred by each member of the Customer team providing the Service. Invoicing and payment: Invoice is issued at the beginning of each sprint to the Customer, The payment deadlines indicated on the invoice will be 30 days after the invoice date. Cancellation Charges: Once a start date of any scheduled work has been communicated to the Customer in writing, NEW BLACK is entitled to charge Customer the following cancellation fees in the event Customer cancels or delays the Service/payment:  If Customer advises NEW BLACK of cancellation or delay at least three weeks before the scheduled start date of any work, no charge will apply;  If Customer advises NEW BLACK of cancellation or delay less than one week before the scheduled start date of any work, 100% of the rates will apply. 3.) Increasing capacity: If the Customer would like to increase the number of resources (storypoints) per sprint, Customer can address this with the Client Manager. The increase of the resources will be done accordingly. VIII. EXECUTION The parties have hereby executed this Statement of Work by their authorized representatives as of the Statement of Work Effective Date (effective date is the acceptance of the SoW) IX. LEGAL EFFECT The SOW shall only become legally binding between Customer and NEW BLACK (and NEW BLACK BV, if different) when the agreements is accepted and the first invoice paid.