The Agreement

PARTIES

(1) CLOUD TRADE TECHNOLOGIES LIMITED registered in England and Wales under Company Number 04967920 and whose registered office is at 1 Hatfileds, Lodon SE1 9PG (“CTT”); and

(2) XXX, whose registered office is at XXX, XXX under Company Number XXXXXX (the “Licensee”).

hereby enter into this Processing and Licence Agreement (this “Agreement”) as of _____, 20XX (the “Effective Date”).

1 DEFINITIONS

1.1 In this Agreement and the Schedules attached, unless the context otherwise requires, the following expressions have the following meanings:
“Charges and Fees” means the combined charges and fees agreed in the Term Sheet attached hereto.
“Confidential Information” shall be as described in Section 5 of this Agreement.
“Force Majeure” shall mean, in relation to either party, any circumstances beyond the reasonable control of that party which has a material adverse effect on its ability to perform its obligations under this Agreement, including, any act of God, war, riot, civil commotion, fire, explosion, flood, adverse weather, epidemic, or other natural physical disaster, or any form of government or supra national authority intervention.
“Gramatica System” means the electronic invoicing system used to provide data capture capabilities for CTT Customers.
“Licensee’s Customers” means those individuals and entities from which Licensee receives documents addressed to third parties, for the purpose of extracting the invoice data and transferring it into those third parties’ computer software systems.
“Territory” means the entire world.
“Term Sheet” means the terms set out in Schedule 1.
“Document Data” means the conveyed non-electronic invoice.

2 OBLIGATIONS AND LIMITED LICENCE: WARRANTIES

2.1 CTT grants to the Licensee a worldwide, non-exclusive license to access portions of the Gramatica System relating to the capture of Document Data, the mapping of the Document Data to output data items and the transmission of the Document Data, provided that this license does not permit the Licensee to and the Licensee may not:
a) copy the Gramatica System; or
b) use the Gramatica System except in connection with processing and receipt of Document Data.

2.2 CTT warrants that (i) it is the owner of or is an authorized licensee of all software it uses to host and to run the Gramatica System and that it is authorized to enter into and grant the limited license provided to the Licensee pursuant to clauses 2.1 and 2.2 above, (ii) it will comply with its obligations under Sections 5 (Confidentiality) and 7 (Data Protection), and (iii) all services rendered under this Agreement shall be performed by suitably trained staff exercising industry-standard care and attention in performing this Agreement.

2.3 CTT will process the Document Data and shall where available, extract data as described in the Term Sheets, subject to the limitations set out in Section 3 below.

2.4 In the event that CTT sells their business or intellectual property to another party in conformity with the provisions of Section 9 of this Agreement, the purchasing party must honor this Agreement during its Term and during the continuance of service after termination under Section 6.2, except, in the case of (i) CTT filing (or having filed against it) any proceeding for bankruptcy, insolvency, dissolution or cessation of operations or reorganization of CTT; and/or (ii) CTT being acquired, acquiring, or otherwise engaging in any business combination with a competitor of Licensee’s or Licensee’s affiliate(s).

2.5 CTT warrants that all Documents and Document Data will be processed by it within the territory of European Union member states, USA or in other locations which are accepted by the relevant legal authorities as permissible locations in which to perform those tasks.

3 SUPPLY OF DOCUMENT AND DOCUMENT DATA

3.1 The Licensee grants to CTT a non-exclusive license to copy, load and process the Document Data on the Gramatica System, solely for the purpose of extracting relevant Document Data and delivering it electronically to Licensee as described in the Term Sheets.

3.2 The Licensee grants to CTT a right of access to one or more email inboxes hosted by or on behalf of Licensee, for the sole purpose of allowing CTT to retrieve documents and process Document Data in accordance with the terms of this Agreement.

3.3 The Licensee warrants to CTT that it has the right to provide the Document or Document Data and the licenses referred to in this Section 3 and that the use of such data and other materials under the terms of such licenses will not infringe any intellectual property rights or any other rights of any third party.

3.4 The Licensee warrants to CTT that copying the Document and processing the Document Data as contemplated by this Agreement does not infringe any third party rights, including, without limitation, any copyrights, trademarks, patents, database rights, trade secret rights or duty of confidentiality.

3.5 In relation to its use of the Gramatica System, the Licensee shall:

3.5.1 not knowingly or recklessly interfere or disrupt, or attempt to interfere or disrupt, the Gramatica System, any transactions being offered at the Gramatica System or any networks connected to the Gramatica System;
3.5.2 not knowingly take any action that imposes a load on the Gramatica System that greatly exceeds the average daily load seen in the previous 3 months, unless prior communication has been given by the Licensee;
3.5.3 not use the Gramatica System to collect or harvest personal data (as defined in the Data Protection Legislation) relating to other individuals accessing the Gramatica System except to the extent that such information is required for the processing of Documents;
3.5.4 not post any misleading, fraudulent, defamatory, obscene or otherwise illegal information on the Gramatica System;
3.5.5 not use the Gramatica System for illegal purposes;
3.5.6 make best efforts to notify CTT if it has a material complaint relating to the Gramatica System.

3.6 CTT reserves the right to terminate the processing of the Document or Document Data if the Licensee is in breach of any of its obligations under this Agreement after 30 days following written (e.g., email) notification of breach to Licensee.

3.7 CTT agrees that all references to the existence of this Agreement or the use of the trademarks and logos of the Licensee shall be subject to the Licensee’s prior review and approval, such approval not to be unreasonably withheld or delayed.

4 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

4.1 No party limits its liability for death or personal injury resulting from its negligence or for its fraudulent misrepresentation or deceit.

4.2 Except for CTT’s warranties expressly set forth in this Agreement, CTT makes no other express or implied warranties or representations regarding the performance, functionality or content of the Gramatica System, including implied warranties of merchantability, accuracy and fitness for a particular purpose in relation to the Gramatica System, its use, or the results of use

4.3 Subject to Section 4.1 and except pursuant to a judgment by a court of competent jurisdiction, neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages, even if such loss was reasonably foreseeable.

4.4 Each party’s total aggregate liability to the for any loss or damage arising out of or in connection with this Agreement however arising, whether in contract, in tort (including negligence), under a warranty or an indemnity (other than those referred to in Section 4.7 of this Agreement), under statute for breach of statutory duty or otherwise shall be limited to the total Charges and Fees paid or payable by the Licensee in the previous one year period.

4.5 Save as provided in this Agreement, all warranties, terms and undertakings, express or implied, statutory or otherwise are excluded to the fullest extent permitted by law.

4.6 No party shall be liable for any failure or delay in complying with its obligations under this Agreement caused by a Force Majeure event. Any party claiming the benefit of this Section 4.6 shall notify the other parties in writing of the reasons of such an event (and the likely duration) promptly after the occurrence of the same and shall use its reasonable endeavors to minimize the effect and duration of such event.

4.7 CTT shall maintain Public Liability insurance on an occurrence basis, with minimum coverage of EUR 1.000.000 per incident and EUR 2.000.000 aggregate, and Professional Liability of EUR 500.000 per incident and aggregate, providing coverage worldwide, including in the United States.

5 CONFIDENTIALITY

“Confidential Information” means the terms of this Agreement, all Documents and Document Data, and all information (including without limitation rates of commission), whether written or otherwise and no matter in what form or medium held, concerning the business and affairs of any party which is obtained or received by another party as a result of the discussions leading up to, the entering into or the performance of this Agreement and which should reasonably be regarded as being confidential information of the disclosing party.

5.1 Each of CTT and the Licensee shall not disclose, without the express written consent of the other, to any third party Confidential Information except:

5.1.1 where it was already lawfully known, or became lawfully known, to the relevant third party independently; or
5.1.2 where it is in, or comes into, the public domain other than through a breach of any of the terms of this Agreement; or
5.1.3 where disclosure is required by applicable laws or to a taxation authority; or
5.1.4 where the disclosure is to those persons engaged by it in connection with the Service to the extent that the disclosure is reasonably required.

5.2 The Licensee acknowledges the nature of the Internet and the capabilities of “hackers” and agrees that CTT shall not be responsible for any loss or corruption of data or disclosure of data caused by an unauthorized third party, provided CTT has put in place, operates and maintains appropriate industry standard security policies in a commercially reasonable manner and in compliance with applicable law, such measures being at least as stringent as those applied by CTT to its own confidential information

6 TERM AND TERMINATION

6.1 The Agreement shall commence on the Effective Date and, subject to Section 6.2, shall continue for a minimum of three (3) years, until terminated upon with no less than 90 days’ written notice by either party. Any party may terminate this Agreement with respect to another party at any time on written notice with immediate effect if:

6.1.1 in relation to that other, an order is made by a court of competent jurisdiction, or a resolution is passed, for the dissolution or administration of that party (other than in the course of a bona fide scheme of solvent reorganisation or restructuring);
6.1.2 In relation to that other, any step is taken (and not withdrawn within thirty (30) days) to appoint a manager, receiver, administrative receiver, administrator, trustee or other similar officer in respect of all or part of its business or assets, whether under the law of bankruptcy, insolvency or otherwise
6.1.3 that other commits a material breach of this Agreement and (if capable of remedy) fails to remedy the same (or establish plans to remedy the same in a manner satisfactory to the non-defaulting party) within a reasonable period (being not less than thirty (30) days in any event) of notice to do so being given by the other party (and in which such other party expresses its intention to exercise its rights under this Section).

6.2 Termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuation in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. In particular, following termination the Licensee shall remain responsible for making the payments of any outstanding Charges and Fees due, and CTT shall continue to provide services and support to Licensee’s Customers under contract to receive Document Data processing services.

6.3 During the term of this Agreement and for six (6) months following its termination or expiration for any reason, neither Party shall solicit, without the prior written agreement of the other, the employment or other engagement of any employee of the other, provided that actions taken by Licensee under Section 12.5 shall not be deemed a violation of this Section.

6.4 The Licensee may terminate the agreement with no less than 90 days’ written notice should CTT fail to meet the service levels as listed in Exhibit 1 on more than three occasions in a rolling three month period.

7 DATA PROTECTION

7.1 Each of the Licensee and CTT shall comply with its obligations under the Data Protection Legislation and shall co-operate with the other as is reasonably required so as to enable the other party to comply with its obligations under that legislation.

7.2 The Licensee shall be responsible for identifying and documenting any known categories of personal data to be provided by the Licensee or Licensee’s Customers to CTT in the course of this Agreement and shall be responsible for obtaining any consents in respect of such data which are required to enable CTT to process the Document as envisaged by this Agreement.

7.3 Where CTT acts as a data processor (as defined in the Data Protection Legislation) of personal data on behalf of the Licensee as a data controller (as defined in the Document Protection Legislation) CTT shall:

7.3.1 act only on and comply with the instructions of the Licensee in relation to such personal data; and
7.3.2 take appropriate technical and organisational measures against unauthorized or unlawful processing of such data and against accidental loss of or damage to such personal data.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 The Licensee acknowledges that, save as otherwise provided in this Agreement, as between CTT and the Licensee, all copyright and other intellectual property rights whatsoever in the Gramatica System and any related software (and any amendment or enhancement thereto) shall remain the property of CTT. Similarly, CTT acknowledges that, save as otherwise provided in this Agreement, as between CTT and the Licensee, all copyright and other intellectual property rights whatsoever owned, developed or branded by the Licensee shall remain the property of Licensee. For the avoidance of doubt, Gramatica System rules configured for the purpose of capturing data received documents, will remain the property of CTT.

8.2 Except as expressly provided in this Agreement, as permitted by law or with the written consent of CTT, the Licensee is not permitted to copy, transfer, modify, decompile or create derivative works from the Gramatica System and/or any related software for any purpose whatsoever.

9 ASSIGNMENT AND SUB-CONTRACTING

9.1 No party shall be entitled to and shall not assign, novate or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. . Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

9.2 CTT reserves the right to sub-contract infrastructure hosting and management services under this Agreement, only with prior consent from the Licensee.

9.3 If CTT wishes to sub-contract any other of its rights and obligations under this Agreement, written consent of the Licensee must first be sought and must not be unreasonably withheld. Consent to any such subcontracting will not relieve CTT of its obligations under this Agreement and CTT will be fully responsible for the acts or omissions of its contractors and their employees.

10 INDEMNIFICATION

10.1 The Licensee shall defend, indemnify hold harmless and keep indemnified (on an after tax basis) CTT and their sub-contractors, subsidiaries, affiliates and the directors, offices, employees, agents and shareholders of CTT their subsidiaries and affiliates against any and all claims, actions, demands, liabilities, losses and expenses resulting from or arising out of or in connection with (i) the inclusion of the Document or Document Data on Gramatica System; (ii) the Licensee’s use of Gramatica System.

10.2 CTT shall indemnify the Licensee against actions, claims, demands, proceedings, damages, charges, costs and expenses arising from or incurred by reason of infringement of third party intellectual property, including registered patent, registered design right, trademark, mask work or copyright as a consequence of use by the aforementioned parties of the Equipment and/or the Software, or supply of related services or Services, subject to the Licensee:
(a) promptly notifying CTT of any allegation of infringement; and
(b) making no prejudicial statement without CTT’s written consent; and
(c) permitting CTT to conduct and settle all negotiations and litigation.

11 GENERAL

11.1 The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provisions.

11.2 Any delay or omission on the part of either party to exercise or avail itself of any right, power or provision that it has or may have hereunder shall not operate as a waiver of that right or power or of any breach or default by the other party.

11.3 If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.

11.4 The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision, which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provisions.

11.5 Nothing in this Agreement shall exclude or restrict liability for misrepresentations fraudulently made or any other liability that cannot be exercised or excluded at law.

11.6 No alteration to the terms of this Agreement may be made without the express written Agreement of the parties.

11.7 Unless expressly stated nothing in this Agreement or any Agreement referred to herein will create rights for third parties, including pursuant to the Contracts (Rights of Third Parties) Act 1999 in favoring anyone other than parties to this Agreement.

11.8 The parties are independent contractors and are not agents of one another.

11.9 This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts shall together constitute one and the same instrument.

11.10 This Agreement shall be governed by and construed in accordance with English Law and the parties hereto agree to submit to the non-exclusive jurisdiction of the English Courts

11.11 CTT shall be entitled to increase its Service Charges by no more than 3% once every twelve (12) month period from Effective Date of this Agreement, provided that CTT provides the Customer with three (3) months’ written notice before such increase takes effect.
11.12 . The following Sections shall survive the termination or expiration of this Agreement 6.2, 6.3, 7, 8, 10, 11, 12.

12 NOTICES

12.1 A notice, approval, consent or other communication in connection with this Agreement must be in writing addressed as specified in Section 12.2 below or, if the addressee notifies another postal address or email address, to that address. and must be (i) left at the address of the addressee, (ii) sent by prepaid ordinary first class post (airmail if posted to or from a place outside the United Kingdom) in which case it is deemed received five business days after mailing, as observed in the sender’s country).

12.2 The postal address of each party is:

CTT:
Address: 1 Hatfields, London SE1 9PG, UK

Licensee: Head of Commercial
Address:

12.3 A notice, approval, consent or other communication will take effect from the time it is received or, if earlier, the time it is deemed to be received in accordance with Section 12.1, unless a later time is specified in it.

IN WITNESS where of this Agreement has been signed by the duly authorized representatives of the parties hereto on the date written at the head of this Agreement.

SIGNED by )
for and on behalf of )
CLOUD TRADE TECHNOLOGIES LIMITED )

PRINT
NAME _______________________________________

TITLE ______________________________________

DATE ________________

SIGNED by )
for and on behalf of )
LICENSEE: XXX )

PRINT
NAME _______________________________________
TITLE ______________________________________

DATE _________________

SCHEDULE 1 TERM SHEET
E-INVOICIING

PART A – Services

1. Summary

Gramatica is a means by which relevant Document Data is extracted and delivered electronically to the Licensee. The documents are retrieved automatically from the Licensee’s (or Licensee’s Customers’) systems. The data is identified, automatically extracted and then routed to the Licensee (or Licensee’s customers):

• Received documents (Invoices) that are successfully processed, with minimum data extracted or not, are sent to the Licensee (or Licensee’s Customers) in a format as agreed during service set-up.

The main service offered for the extraction and mapping of data:

1. Custom Rule extraction of data from data PDF
Target supplier profile: Medium to high invoice volume suppliers. For data based PDF files (or other data files such as HTML, CSV, DOC, XML and EDI), data is extracted from the document and rules are written and utilized to map the extracted data to a pre-agreed output structure.

2. Custom Rule extraction of data from non-data PDF
Target supplier profile: Small volume suppliers. For image-based PDF files (or other image files such as TIF and JPG), data is extracted from the image using OCR and rules are created and utilized to map the extracted data to a pre-agreed output structure.

2. Reports

Gramatica provides a daily summary of invoices processed by each of the Licensee’s Customers. This is sent to a pre-configured email address as instructed by the Licensee, and the information is then promptly deleted by CTT, without a backup.

3. Services

Gramatica provides a daily summary of invoices processed by each of the Licensee’s Customers. This is sent to a pre-configured email address as instructed by the Licensee, and the information is then promptly deleted by CTT, without a backup.

a. Supplier Rule-set Creation
When the Licensee (or Licensee’s Customers) wish to create a rule-set, CTT will configure the service to process invoices from the new supplier. Where the number of requests for the creation of custom rule set sets does not exceed the average weekly request during the previous three months, CTT will create custom rule sets within five working days of receipt of test invoices. The Licensee (or Licensee’s Customer) will be given the opportunity to see the results of the supplier set up within a test environment.

b. Supplier Attachment Configuration
When the Licensee wishes to create a configuration to pass-through a supplier’s attachments, CTT will configure the Gramatica system appropriately.

c. Buyer On-boarding
When the Licensee wishes to create add a new buyer to be supported, CTT will configure the Gramatica system appropriately.

4. Issue Resolution

Gramatica is configured to process automatically the vast majority of invoices. However, there will be a small number of invoices where Gramatica is unable to capture all required data as defined by the extraction scenarios. When this happens, support personnel will be informed, and the document held in a work queue. Failure-to-capture issues will be investigated so that the invoice is either:

• Successfully processed and sent to the Licensee (or Licensee’s customers) in the usual way; or
• Forwarded back to the sender or onto an alternative email address as instructed by the Licensee (or Licensee’s customers) for manual processing

5. Support Details

Telephone support is available during support hours: 09:30 – 17:30 GMT, Monday to Friday (excluding UK bank holidays). Support queries can be sent to CTT by email (support@cloudtrade.co.uk) at any time and will be responded to during the next working day.

PART B – Fees

EXHIBIT 1
SERVICE LEVEL AGREEMENT

1. Hosting

CTT will load and run the Gramatica System on commercial grade Windows servers in the EU. The servers will be configured to provide resilience and performance to meet the SLA. The document processing service will be remotely monitored by CTT using tools within the Gramatica System. Under normal operation the service will operate from the primary data centre. In case of disaster at the primary data centre where service will be unavailable for more than 8 hours, the service will be moved temporarily to the secondary data centre.

2. Service Availability

The infrastructure and support arrangements have been designed to ensure at least 99.5% Availability of the Service, 24×7. There are no regular pre-panned service outages. Except in the case of emergency, all ad hoc service maintenance is completed during weekends.

3. Throughput

The Gramatica System is designed to scale on demand. CTT will maintain adequate capacity in the processing infrastructure based on the average hourly throughput of the preceding three months. Documents arriving within this measure throughput limit, will be processed within 60 minutes of receipt.

4. Service Level Agreement for Support

Definitions

“Normal Working Hours” means 09:00 to 17:30 on Monday to Friday GMT, excluding Statutory Bank holidays for England;
“Support Request” means the request sent to the Licenseee using the process set out in schedule 1 that provides details of the issue and its effect, or a question or feature request
“Support Priority” means the priority to be given to a support call which determines the service level as specified below

Support Priority Description
P1 The Gramatica System is inoperable and affects or where a major function is unstable or inoperable.
P2 A minor problem which cannot be worked around without significant inconvenience
P3 A minor problem which can be worked around without significant inconvenience
P4  Support question about application functionality
P5  Feature Request

Service Desk Call Response/Resolve times

Priority Description Response Time Resolve Time
P1 System Outage, System Unavailable respond with course of action 30 minutes 2 hours, within normal working hours
P2 System not working as documented, no workaround available respond with course of action 1 hour 8 hours, within normal working hours
P3 System not working as documented, but workaround available respond with course of action 4 hours 25 hours, within normal working hours
P4 Support request or question about application functionality 8 hours  
P5 Service Request 40 hours As agreed per the terms of the service request statement of work