Terms and Conditions of service

(Schedule 1)

1.1 These general terms and conditions of service (the “Conditions”) shall apply in full on all services provided by Crossborderit referred to in this document as CBIT and the Customer unless otherwise explicitly agreed between the Parties in writing. If the Parties have entered into a separate writtenFramework Agreement regarding price or execution of services. Provision of services to theCustomer, [the Framework Agreement shall have precedence before ] these terms and conditions which then shall apply in addition to a Framework Agreement.

1.2 For the purpose of these Conditions, CBIT shall mean Managing of Duties, Taxes and fees on behalf of the customer including acting as European IOSS representative according to the definition as laid out by the European Union rules as IOSS intermediary. Trading as the Customer shall mean the company, which procures services from CBIT, and “Specification” shall mean a process manual or a checklist containing a set of instructions issued by CBIT to the Customer in relation to specificServices as defined in clause 2 below.

CBIT and the Customer together are referred to as the [“Parties”]. The Parties hereby agree upon the following.
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2.1 The services which the Customer shall have the right to call-off, which shall be provided by CBIT and performed on behalf of the Customer (the “Services”) are listed in schedule 3 (the “List ofServices”). In addition to these Conditions, a Specification, provided by CBIT to the Customer for each respective Service that the Customer wishes to call-off, shall apply to the customer’s provision of theServices.

2.2 CBIT shall at all times apply reasonable endeavors to provide the Services in good time and in a professional manner.

2.3 CBIT shall have the right to use any of its affiliates and business partners when performing theServices (“Subcontractors”).

2.4 Unless otherwise explicitly limited in an applicable Specification, CBIT shall have the right, whilst carrying out a specific Service, to perform such actions and work deemed necessary by CBIT in order to fulfill its commitment under a called-off Service and charge the Customer for any thereto related fees and costs, in addition to the fee for that Service set out in the List of Services under section 4.

2.5 CBIT shall have the right to refrain from carrying out, or suspend, a Service if the performance of such Service will or could be contrary to statutory legal provisions, internal policies and/or ethical rules and furthermore if CBIT in its sole discretion deems information and/or documentation provided by theCustomer to be incomplete, incorrect and/or inadequate, without thereby incurring any liability whatsoever towards the Customer. If CBIT refrains from carrying out, or suspends, a Service, it shall inform the Customer of the reason thereto
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3.1 The Customer acknowledges and agrees that the Customer has a duty to timely disclose any and all information and documentation required by CBIT in order for CBIT to perform the Services, and thatCBIT rightly will be relying on such when providing the Services. The Customer shall further notifyCBIT immediately and in full of any facts or circumstances which the Customer knows or could reasonably know are or could be of importance for the provision of the Services by CBIT, and promptly review all documentation and/or data and immediately notify CBIT of any inaccuracies, errors or omissions found therein.

3.2 It is specifically noted between the Parties that it is the Customer that shall warrant the accuracy and timeliness of all data and information provided to CBIT in carrying out the Services, even when the information and data originates from a third party, and that the Customer is liable towards CBIT or any of its Subcontractors as debtors for all customs duties, charges, taxes, interest, penalties and all other 2fees as may be assessed by the government for non-compliance, omissions, errors and audits or for any other reason whatever it may be. Except where precluded by the content of the Services, CBIT shall not be obliged to perform a specific investigation of the accuracy and completeness of the information provided by the Customer.

3.3 The Customer acknowledges that it shall solely be liable for maintaining all records required under the applicable customs/IOSS and/or other laws and regulations. CBIT will only keep such records thatCBIT is required to maintain by applicable laws and regulations pertaining to the business of CBIT, butCBIT shall not act as a record keeper or record keeping agent for the Customer.

3.4 The Customer shall promptly review the results of a performed Service and without undue delay inform CBIT in writing of any claim it may have in relation thereto.

3.5 The Customer shall immediately inform CBIT of any reduction of the Customer’s credit rating. In such event, the Customer shall, at the request of CBIT, offer adequate securities for its commitments under this agreement. If no such securities are offered or deemed inadequate by CBIT, CBIT shall have the right to terminate or suspend further performance of Services until adequate securities have been offered or immediately terminate the agreement without incurring any liability of any kind towards the Customer.

3.6 CBIT has been granted the status of Authorized Economic Operator (so called AEO-status) and shall apply reasonable endeavors to maintain the AEO-status.

3.7 As a result of section 3.6 the Customer shall ensure that any information which is sensitive from a security aspect is not disclosed to unauthorized parties. In addition, the Customer shall, including when contracting sub-contractors and/or business partners, ensure that it fulfills and complies with all national and international regulations pertaining to security, protection and trade compliance as applicable from time to time. Such obligation applies in particular to individuals holding a leading position at the Customer as well as any position having a direct connection to the handling, storage and movement of goods. Such position must not be held by individuals registered on any from time to time existing black lists issued as a result of national or international regulations pertaining to security, protection and trade compliance.
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4.1 The fees for Services (excluding VAT) are set out in the List of Services agreed upon betweenCBIT and the Customer, and as amended from time to time. CBIT shall have the right to change the fees for the Services at any time by giving the Customer no less than 30 days’ notice.

4.2 The Customer shall pay CBIT for the Services within 10 days from date of invoice, unless CBIT requires cash payment in advance or re-quires at its sole discretion payment within a shorter term in specific cases. All payments shall be made in the currency set out in the List of Services. CBIT shall upon late payment by the Customer be entitled to interest on the sum overdue from the due date until full payment has been made. The interest rate shall be calculated in accordance with the LatePayment of Commercial Debt (Interest) Act 1998.

4.3 CBIT shall have the right to suspend (further) provision of the Services in case of the Customer’s default of payment, including security for payment of further provision of the Services.

4.4 In the event that CBIT when carrying out the Services, is or becomes considered debtor or liable to pay to the authorities or other third party’s taxes, customs duties, fines and/or any other fees, theCustomer shall pay such amount to CBIT prior to CBIT being required to pay such taxes, duties, fines and/or fees, regardless of CBIT being considered the faulty party. CBIT may charge the Customer afee in case such taxes, duties, fines and/or fees are paid by CBIT.

4.5 Notwithstanding clause 4.4, the Customer shall provide security upon first written demand for any amount owed, or that shall be owed, by the Customer to CBIT. CBIT shall not be obliged from its own means to provide security for the payment of taxes, customs duties, fines and/or any other fees, should the same be demanded. All the consequences of non-compliance or of failure to comply forthwith with a demand from CBIT to provide security shall be borne by the Customer.

4.6 The Customers obligations under all provisions under clauses 3.2-3.3 and 4.1-4.5 above are likewise applicable to any of CBIT’s Subcontractors in carrying out the Services
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5.1 The Customer shall have the right to cancel any called-off Service by giving CBIT written notice thereof. In such an event, CBIT shall have the right to invoice the Customer for Services rendered so far, accrued costs and a cancellation fee amounting up to a maximum of 100 % of the fee for theService cancelled.

5.2 If the Customer has deferred the Service more than 7 days from intended commencement date, the Service shall be deemed cancelled by the Customer, and CBIT shall have the right to invoice theCustomer for Services rendered so far, accrued costs and a cancellation fee amounting up to a maximum of 100 % of the fee for the Service cancelled including billing fees.

5.3 None of the rights of the Customer under clauses 5.1-5.2 above affects any of the rights of CBIT, especially with regards to the provisions under clauses 3.2-3.3 and 4.1-4.5 above.
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6.1 All Services shall be at the Customer’s expense and risk.

6.2 CBIT shall not be liable for any damage whatsoever, unless the Customer proves that the damage has been caused by fault or negligence on the part of CBIT or the latter’s employees.

6.3 CBIT’s liability shall in all cases be limited in accordance with clause 7 of these Conditions.
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7.1 Except as specifically set forth herein, CBIT makes no express or implied warranties in connection with its provision of the Services or those of any third party.

7.2 In no event shall CBIT be liable or responsible for consequential, indirect, incidental, statutory or punitive damages, or loss of profit and/or of revenue, even if it has been advised of the possibility of such damages, or for the acts of third parties.

7.3 CBIT’s liability for a Service performed, whether arising from contract, tort (including negligence) orotherwise, connected with or resulting from provision of such Service shall in no event exceed 100 %of the fee agreed for the Service which has given rise to such claim.

7.4 CBIT shall under no circumstances be held liable in relation to any claim made by the Customer towards CBIT unless the Customer submits such claim in writing to CBIT without undue delay.

7.5 Every claim of the Customer against CBIT shall be time barred by the mere expiry of a period of one year after the Service to which the claim relates to has been, or was designated to be, carried out by CBIT.

7.6 CBIT shall not be responsible for action taken or fines or penalties assessed by any governmental agency because of the failure on the part of the Customer to comply with the law or the requirements or regulations of any governmental agency or with a notification issued to the Customer by any such agency.

7.7 The Customer agrees that in connection with any and all Services performed by CBIT, CBIT shall only be liable for its negligent acts, which are the direct and proximate cause of loss or damage to theCustomer. Such claims shall be solved between the customer and CBIT in good faith without litigation.

7.8 CBIT and the Customer acknowledge that the limitations of liability set out herein reflect an informed, voluntary allocation between CBIT and the Customer of the risks (know or unknown) that may exist in connection with CBIT’s provision of the Services.

7.9 The Customer shall, subject to the terms hereof, only be entitled to claim compensation in respect of the Services from CBIT. The Customer irrevocably waives any claims against CBIT’s affiliates, directors, employees, agents and Subcontractors.
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8.1 For the application of the Import One-Stop-Shop (hereinafter referred to as “IOSS”) the Parties agree upon the following specific provisions as a complement to the Conditions.

8.2 CBIT shall submit VAT returns and oversee payments of VAT declared on behalf of the Customer to the relevant authorities based on data provided by the Customer to CBIT.

8.3 The Customer guarantees that;
a) it conducts payments of VAT to CBIT in accordance with clause 8.4 below (“VAT Payments”).
b) no incoming import consignment (“Consignment”) contains goods subject to excise duties.
c) no single Consignment contains goods of value exceeding EUR 150.
d) it is eligible to deduct input VAT;
e) it has applied VAT in accordance with the correct VAT rate as per the EU Member State where theConsignment in question is to be delivered;
f) invoices will show the price paid by the buyer;
g) it has provided CBIT with all information required for customs clearance in the EU, including theIOSS VAT identification number; and
h) it keeps adequate records of all IOSS sales facilitated for at least ten (10) years or any other prolonged period required by the authorities.

8.4 VAT Payments shall be made by the Customer to CBIT no later than at the 15 days after the VAT has been excised on entry of the clearance. Timely payment will allow CBIT to be able to fulfill its obligations in accordance with clause 8.2 above vis-à-vis the relevant authorities.

8.5 The Parties are hereby aware that any change in the legal national and/or EU-framework will have immediate effect on the provisions in this clause 8.

8.6 CBIT has the right, but no obligation, to at its own discretion conduct VAT Payments at a higher rate than that of the Customers VAT Payment to CBIT. The Customer is aware that it has no right tohold CBIT liable regardless of any Parties possibilities to collect excessive input VAT from the authorities.

8.7 The Customer is aware that all other relevant Conditions are applicable to the IOSS Scheme including but not limited to clause 9 Indemnification.
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The Customer agrees to indemnify and hold CBIT, its directors, employees, agents andSubcontractors harmless against any and all actions, causes of action, liability, loss, damages, costs(including work), claims, penalties, fines and/or expenses or demands of any nature whatsoever, including but not limited to reasonable attorney’s fees, which CBIT, its directors, employees, agentsand Subcontractors may incur, suffer or be required to pay arising from (i) inaccuracies, mistakes oromissions in the information and documentation provided to CBIT by the Customer; (ii) theCustomer’s, its agent’s or representative’s conduct which violates any applicable laws or regulations; or (iii) any other breach by the Customer of any of its obligations set out in these Conditions orelsewhere in the agreement with CBIT.
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CBIT shall not be liable for loss, damage, delay or monetary losses of any type caused by acts of God, public authorities acting with actual or apparent authority, strikes, general labor disputes, weather, fire, technological failures, aircraft failures, civil commotions, acts or omissions of customs or quarantine officials, public enemies, hazards incident to a state of war, acts of terrorism, pandemics, cyberattacks and acts, defaults or omissions of the Customer or a third party, including, but not limited to, improper packing or marking and default or delay in services from Subcontractors due to such circumstances as set forth in this clause, or other cause beyond CBIT’s reasonable control. CBIT shall promptly give notice to the Customer of its non-performance and shall make commercially reasonable efforts to remove such cause of non-performance.
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No Party shall have the right to set-off, or to withhold payments to the other Party, in connection with any amounts due.
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These Conditions may be amended by CBIT at any time, and from time to time. Such amendments shall be notified to the Customer not later than thirty (30) days prior to the entry into force thereof.
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All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party or to any of its business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with the agreement, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of the agreement, nor be disclosed by it to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld). This clause does not waive any Party’s right to disclose confidential information to its legal representatives.
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14.1 Either Party may terminate the cooperation under these Conditions by giving three (3) months written notice to the other Party, in relation to Services which currently are being carried out by CBITon request by the Customer.

14.2 Upon any failure of either Party to keep or perform any of its material obligations hereunder and the continuation of such material default, for fifteen (15) days after the defaulting Party has been notified by the non-defaulting Party, the non-defaulting Party may, at its sole option and in addition and without prejudice to its other lawful rights and remedies or as otherwise granted herein, terminate the agreement with immediate effect upon notice to the defaulting Party. The insolvency of, or stoppage of payment by, either Party or the voluntary commencement of a bankruptcy, insolvency or receivership or any similar proceeding against either Party shall be deemed a default for the purposes of this section.

14.3 If the Customer breaches any of its obligations under section 3.7, CBIT shall have the right to issue a written notice of rectification. If no rectification has been made within fifteen (15) days of receiving such notice, CBIT shall have the right to terminate the cooperation within immediate effect without incurring any liability towards the Customer.

14.4 Neither expiration nor termination of the agreement shall relieve either Party of obligations incurred prior to termination, which expressly or by their nature survive termination.
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15.1 Swedish Law applies to the agreement between the Parties.

15.2 Any dispute, controversy or claim arising out of or in connection with the agreement, or thebreach, termination or invalidity thereof, shall be solved by discussions held in good faith and in line with the overall good spirit of the agreement between the Parties.

15.3 Where the dispute cannot be settled within four weeks by discussions held between the Parties, it shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply.

15.4 The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English.

15.5 All arbitral proceedings, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.

15.6 Irrespective of what is set forth in this clause 15 above, claims for preliminary injunctions, for payment and claims in respect security to be granted by the Customer may be instituted by CBIT in any competent court of justice.
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15.1 Swedish Law applies to the agreement between the Parties.

15.2 Any dispute, controversy or claim arising out of or in connection with the agreement, or thebreach, termination or invalidity thereof, shall be solved by discussions held in good faith and in line with the overall good spirit of the agreement between the Parties.

15.3 Where the dispute cannot be settled within four weeks by discussions held between the Parties, it shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply.

15.4 The seat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English.

15.5 All arbitral proceedings, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.

15.6 Irrespective of what is set forth in this clause 15 above, claims for preliminary injunctions, for payment and claims in respect security to be granted by the Customer may be instituted by CBIT in any competent court of justice.
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[End Schedule 1].

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(Schedule 2)

This Software as a Service Agreement (this “Agreement”), dated as of agreed (the “Effective Date”), is by and between Crossborderit referenced as (CBIT) (“Provider”), and Customer (“Customer”). Each of Provider and Customer are referred to herein as a “Party” and collectively as the “Parties.”
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Provider and Customer hereby agree to, and shall abide by, the terms and conditions of this Agreement, including the Service Terms and Conditions (attached here to as Schedule 2) and the Orders requested in CBIT Platform referred to in this agreement as (Order Form).

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the Effective Date.

SaaS software and additional services Definitions.

1.1 “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2 “Authorized User” means Customer’s employees, consultants, contractors, and agents (i)who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

1.3 “Customer Data” means, other than Aggregated Statistics, information, data and other content, in any form or medium, that is submitted, posted or otherwise transmitted by or on behalf ofCustomer or an Authorized User through the Services.

1.4 “Documentation” means Provider’s user manuals, handbooks, documentation and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form.

1.5 “Provider IP” means the Services, the Documentation and any and all intellectual property of Provider, including, without limitation: (i) any intellectual property provided to Customer or anyAuthorized User in connection with the Services and the Documentation; (ii) Provider’s machine learning and artificial intelligence technologies (including, without limitation, artificial intelligence solutions, evolutions, training data and production data); and (iii) any and all improvements, updates, enhancements, evolutions, modifications and derivative works of any of the forgoing and any and all intellectual property rights therein and thereto. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data or other content derived from Provider’s monitoring of Customer’s access to or use of the Services.

1.6 “Services” means the software-as-a-service offering described in the Order Forms and any non-software and consulting services, as applicable, described in the Order Forms.

1.7 “Third-Party Products” means any third-party materials, information, products and services, including any open source or other software, provided with or incorporated into the Services that are not proprietary to Provider.

2. Order Forms; Services.
2.1 Order Forms. The Parties may from time to time enter into one or more written order forms, purchase orders or other written agreements, as applicable, related to the Services (each an “OrderForm” and collectively, “Order Forms”). Each Order Form shall, upon execution by both Parties, form a part of this Agreement and shall be subject to all of the terms and conditions contained herein, except to the extent, if any, otherwise expressly set forth in such Order Form.

2.2 Non-Software Services. If Customer has engaged Provider to provide non-software or consulting Services pursuant to one or more Order Forms, then Provider shall use commercially reasonable efforts to provide such Services in accordance with the terms and conditions hereof and any related terms set forth in the applicable Order Forms. The manner and means by which Provider chooses to complete the Services are in Provider’s sole and absolute discretion and control. Provider may assign employees and/or its third-party subcontractors with suitable qualifications to perform the Services.Customer acknowledges and agrees that Customer’s timely provision of (and Provider’s access to)Customer’s facilities, equipment, systems, accounts, assistance, cooperation and complete and accurate information and data from Customer (“Cooperation”), is essential to the performance of the Services, and that Provider shall not be liable for any deficiency in performing the Services if such deficiency results from Customer’s failure to provide full Cooperation as required hereunder. Cooperation includes, but is not limited to, designating a project manager to interface with Provider during the course of the Services, allocating and engaging additional resources as may be reasonably required to assistProvider in performing the Services and such other cooperation as may be set forth in applicable OrderForms.

2.3 Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of this Agreement, including, without limitation, theOrder Forms, Provider hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.The total number of Authorized Users will not exceed the number of Authorized Users for whichCustomer has purchased a license hereunder, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.

2.4 Documentation License. Subject to the terms and conditions contained in this Agreement,Provider hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

2.5 Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement and, in the case of Third-Party Products, the applicable third-party license agreement. Without limiting the generality of the foregoing, Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify or create derivative works or improvements of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer or otherwise make available the Services orDocumentation; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of such Authorized User’s own then valid access credentials; (vii) input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any harmful code, including any virus, worm, malware or other malicious computer code; (viii) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services or Provider’s provision of services to any third-party, in whole or in part; or (x) access or use the Services for purposes of competitive analysis of the Services ,or the development, provision or use of a competing software or platform service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage.

2.6 Reservation of Rights. Provider reserves all rights not expressly granted to Customer in thisAgreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services, Provider IP or ThirdParty Products. All right, title and interest in and to the Services, Provider IP and the Third-PartyProducts are and shall remain with Provider and the respective rights holders in the Third-Party Products.

2.7 Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that: (a) there is a threat or attack on any of the Provider IP; (b)Customer’s or any Authorized User’s use of the Provider IP disrupts or poses a security risk to theProvider IP or to any other customer or vendor of Provider; (c) Customer, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) Provider’s provision of the Services to Customer or anyAuthorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminatedProvider’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5.1 (any such suspension described in sub clause (i), (ii),or (iii), a “Service Suspension”). Except for Service Suspensions related to subclauses (c), (d), (e) or(ii), Provider shall use commercially reasonable efforts to provide written notice of any ServiceSuspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Except for Service Suspensions related to subclauses (c), (d), (e) or (ii),Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider shall have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

2.8 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As betweenProvider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. Customer acknowledges and agrees thatProvider may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s ConfidentialInformation.

2.9 Third-Party Products. The Customer acknowledges and agrees that: (i) the Customer’s use of any Third-Party Products is at the Customers’ sole risk and discretion and is subject to the applicable terms and conditions for any Third-Party Products, including any applicable license or other written agreements between Provider and the applicable third party owner of such Third-Party Products; (ii)Provider has no control over the features or functionality of any Third-Party Products; and (iii) unless otherwise expressly agreed in an Order Form, Provider shall have no obligation to update, support or modify any Third-Party Products in any way, and shall not be liable for any performance, functionality, updates, support or modifications made to any Third-Party Products.2.10 Changes to the Services. Provider reserves the right, in its sole discretion, to make any changes to the Services and other Provider IP that it deems necessary or useful, including, without limitation, in order to: (i) maintain or enhance (a) the quality or delivery of the Services or other Provider IP, (b) the competitive strength of or market for the Services or other Provider IP or (c) the cost efficiency or performance of the Services or other Provider IP; or (ii) to comply with applicable law.

3. Customer Responsibilities.
3.1 General. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by anAuthorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all AuthorizedUsers aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Servicesand shall cause Authorized Users to comply with such provisions.

3.2 Prohibited Data. Customer acknowledges that the Services are not designed with security and access management for processing the following categories of information: (i) data that is classified and/or used on the U.S. Munitions list, including, without limitation, software and technical data; (ii)articles, services and related technical data designated as defense articles or defense services; and (iii)ITAR (International Traffic in Arms Regulations) related data, (each of the foregoing, “ProhibitedData”). Customer shall not and shall not permit any Authorized User or other Person to provide any Prohibited Data to, or process any Prohibited Data through, the Services. Customer is solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains anyProhibited Data.

3.3 Customer Control and Responsibility. Customer has and shall retain sole responsibility for: (i)all Customer Data, including, without limitation, its content and use; (ii) all information, instructions and materials provided by or on behalf of Customer or any Authorized User in connection with theServices; (iii) Customer’s information technology infrastructure and equipment and systems and networks (collectively “Customer Systems”); (iv) the security and use of Customer’s and its AuthorizedUsers’ access credentials; and (v) all access to and use of the Services and any other Provider IP directly or indirectly by or through the Customer Systems or its or its Authorized Users’ access credentials, with or without Customer’s knowledge or consent, including, without limitation, all results obtained from, and all conclusions, decisions and actions based on, such access or use.

3.4 Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services or any other Provider IP; and (ii) control the content and use of Customer Data, including, without limitation, the uploading or other provision of Customer Data for processing by the Services, as applicable.

4. Service Support. Unless otherwise set forth in an Order Form, the Services include Provider’s standard limited customer support and maintenance services, which Provider makes available to its customers generally, and which may be amended, superseded or terminated by Provider at any time inits sole and absolute discretion. Customer may purchase enhanced support services separately atProvider’s then current rates pursuant to an Order Form or other separate mutual written agreement between the Parties.

5. Fees and Payment.
5.1 Fees. Customer shall pay Provider the fees (“Fees”) for the Services as set forth in the applicable Order Forms without offset or deduction. Customer shall make all payments hereunder inUnited States dollars on or before the due date therefor set forth in the applicable Order Forms. IfCustomer fails to make any payment when due, without limiting Provider’s other rights and remedies hereunder, then: (i) Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law;(ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, then Provider may suspend Customer’s and itsAuthorized Users’ access to and use of any portion or all of the Services until such amounts are paid in full.

5.2 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

5.3 Auditing Rights and Required Records. Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer’s records with respect to matters covered by thisAgreement, provided that if such inspection and audit reveals that Customer has underpaid Provider with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5.1. Customer shall pay for the costs of the audit if the audit determines that Customer’s underpayment equals or exceeds five percent (5%) for any quarter. Such inspection and auditing rights will extend throughout the Term and for a period of two (2) years after the termination or expiration of this Agreement.

6. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively,“Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain other than by the receiving Party’s or any of its representative’s noncompliance with this Agreement; (ii) rightfully known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party without reference to the disclosing Party’sConfidential Information, as demonstrated by documentary evidence. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees and representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder and are bound by written confidentiality and restricted use agreements at least as protective of the Confidentiality Information as the terms set forth in this Section 6. Notwithstanding the foregoing, each Party may disclose ConfidentialInformation to the limited extent required: (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and make a reasonable effort to obtain a protective order for such Confidential Information; or (b) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosingParty all copies, whether in written, electronic or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
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7. Intellectual Property Ownership; Feedback.
7.1 Provider IP. Customer acknowledges and agrees that, as between Customer and Provider,Provider owns all right, title, and interest, including all intellectual property rights, in and to the ProviderIP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

7.2 Customer Data. Provider acknowledges and agrees that, as between Provider and Customer,Customer owns all right, title, and interest, including all intellectual property rights, in and to theCustomer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Services to Customer, and a nonexclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Without limiting the generality of the foregoing, Customer hereby irrevocably grants to Provider the right to: (i)collect data in any form or medium in connection with the Services, including, without limitation, data related to the frequency of use, location of use, related equipment, hardware and systems (includingCustomer Systems) used by Customer in connection with the Services; and (ii) use such data andCustomer Data (including related intellectual property rights), in order train, improve, enhance, modify, research and develop the Services, Provider IP and Provider’s technology and product and service offerings, including Provider’s machine learning and artificial intelligence technologies.

7.3 Feedback. If Customer or any of its employees, representatives or contractors sends or transmits any communications or materials to Provider by mail, email, telephone or otherwise, suggesting or recommending changes to the Provider IP, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (collectively,“Feedback”), then Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Provider onCustomer’s behalf, and on behalf of its employees, contractors, representatives and/or agents, all right, title and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback.

8. Warranty Disclaimer. THE PROVIDER IP IS PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE,OR ERROR FREE.

9. Indemnification.
9.1 Provider Indemnification. Provider shall indemnify, defend and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)(“Losses”) incurred by Customer resulting from any third-party claim, suit, action or proceeding(“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s United States intellectual property rights, provided that(i) Customer promptly notifies Provider in writing of the claim, (ii) cooperates with Provider and (iii)allows Provider the sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, then Customer agrees to permit Provider, at Provider’s sole discretion, to (a)modify or replace the Services, or applicable component or part thereof, to make it non-infringing, or(b) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, then Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 9.1 shall not apply to the extent that the alleged infringement arises from: (1) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized byProvider in writing; (B) modifications to the Services not made by Provider; (C) Customer Data; or (D)Third-Party Products.

9.2 Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider from and against any and all Losses arising out of or resulting from: (a) any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with thisAgreement, infringes or misappropriates such third party’s intellectual property rights; and (b) anyThird-Party Claims arising out of or resulting from Customer’s or any Authorized User’s: (i) negligence or willful misconduct; (ii) use of the Services or any other Provider IP in a manner not authorized by this Agreement; (iii) use of the Services or any other Provider IP in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; (iv)modifications to the Services not made by Provider; or (v) breach of this Agreement by Provider or itsAuthorized Users. Customer shall not settle any Third-Party Claim against Provider unless Provider consents to such settlement in writing, and Provider shall have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9.3 Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THE SERVICES OR ANY OTHER PROVIDER IP INFRINGE,MISAPPROPRIATE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OFANY THIRD PARTY.

10. Limitations of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR OTHERWISE: (i) IN NO EVENT SHALL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT,EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES; (b) INCREASED COSTS,DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES OR PROFITS; (c)LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION,DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR(e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; and (ii) INNO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISETO THE CLAIM. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11. Term and Termination.
11.1 Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for one (1) year (the“Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the otherParty written notice of non-renewal at least thirty (15) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

11.2 Termination. In addition to any other express termination right set forth in this Agreement:

(a) Provider may terminate this Agreement, effective on written notice to Customer, ifCustomer: (i) fails to pay any amount when due hereunder, and such failure continues more than thirty(30) days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under this Agreement, including any breach of Section 2.5, Section 6 or Section 7;

(b) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii)being capable of cure, remains uncured ten (10) days after the non-breaching Party provides the breaching Party with written notice of such breach; [or]

(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (ii) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any materialportion of its property or business[.][; or

(d) either Party may termination this Agreement for convenience upon ninety (90) day advance written notice to the other Party.]

11.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement,Customer shall immediately discontinue use of the Provider IP and, without limiting Customer’s obligations under Section 6, Customer shall delete, destroy or return to Provider all copies of theProvider IP and certify in writing to the Provider that the Provider IP has been deleted, destroyed or returned, as applicable. No expiration or termination shall affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. The provisions set forth in the following sections, and any other right or obligation of the Parties in thisAgreement that, by its nature, should survive termination or expiration of this Agreement: Sections 0,2.5, 2.6, 2.8, 2.9, 3, 5, 6, 7, 8, 9, 10, 11 and 12.

12. Miscellaneous.
12.1 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Order Forms, schedules and exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forthon the first page of this Agreement (or to such other address that may be designated by the Party givingNotice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

12.3 Force Majeure. In no event shall Provider be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.4 Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

12.5 Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.6 Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action, or proceeding arising out of or related to thisAgreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of theUnited States or the courts of the State of California in each case located in the city of San Diego andCounty of San Diego, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12.7 Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

12.8 Export Regulation. Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any CustomerData outside the US.

12.9 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Sections 2.5 and 7, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

12.10 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of thisAgreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[End Schedule 2].

(Schedule 3)
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1) SaaS services associated with monitoring and compliance of IOSS VAT tax rules
2) SaaS services associated with HS/HTS codes, definitions, consulting and organization of TariffCodes
3) Electronic Calculation of landed Cost
4) Collection and disbursement of duties taxes and fees
5) IOSS intermediate services6) Electronic data collection for the purpose of Customs Clearance

Power of Attorney – Customs clearance, Duty and TaxPayment, IOSS Scheme

The Customer hereby authorizes and instructs the aforementioned Agent to handle customs clearance for the incoming import consignment(s) received on our behalf and for our account (as a direct representative), submit the customs declaration, sign these papers with full legal effect and – where necessary – apply for and submit the necessary import documents as well as measures taken under the IOSS Scheme including inter alia submitting VAT(Value Added Tax) returns and payment of VAT. Duty and tax payments to applicable Customs, and tax authorities.

This general power of attorney applies to all import consignments without any restrictions.

The Customer hereby declares as follows:
1. We have applied VAT in accordance with the correct VAT rate as per the EU Member State where the import consignment(s) in question are to be delivered.
2. We assure that the import consignment(s) do not contain goods subject to excise duties.
3. We are fully entitled to deduct input VAT from the import consignment(s).
4. We undertake to pay all customs duties, taxes and charges outlaid by the Agent within the requisite period. We are liable towards the Agent for any errors or omissions in the data required for the execution of the contract. We assure that goods in a single consignment do not exceed the value EUR150. If we become aware of any factors influencing the customs value, we undertake to notify theAgent prior to the submission of the customs declaration.
5. Power of attorney may apply for customs, clearance and Duty and tax payments to applicable authorities on behalf of the customer for shipments exceeded 150 EUR.
6. If no valid certificate of origin is available at the time of customs clearance, we undertake to pay any customs duties which the Agent outlays for us within the requisite period.
7. In accordance with the applicable regulatory provisions, we are not related to our supplier(consignor).
8. All duty tax and clearance duties according to any Customs or tax authorities globally.
9. This general power of attorney remains in effect until revoked in writing.

The Agent undertakes to ensure that it has received a valid power of attorney duly signed by the Customer as of the date of the customs declaration.

[End Schedule 3].

I, authorized agent, hear by execute terms and conditions and Power of Attorney on behalf of my company (Customer).

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