STANDARD TERMS & CONDITIONS

1. DEFINITIONS

“Agreement” means these Terms and Conditions, the Order Form and any applicable schedules, annexures and/or addendums concluded and signed by the Parties in relation to the Services.

“Available” shall have the meaning given thereto in clause 11 (Service Levels, sub-clause 11.1.1 – Availability).

“Company” means the Party, as defined in the Order Form, who is entitled to receive and use the Services and/or Software in accordance with the Agreement.

“Company Data” means the relevant Company content, materials, data, documentation and/or other information, which may include Personal Data, and which is required by VAT IT to deliver the Services.

“Confidential Information” means all information disclosed by a Party or its Affiliates (the “Disclosing Party”) to the other Party (the “Receiving Party”) or which can be obtained by examination, testing or analysis, and which includes but is not limited to: (i) business information, business plans, business opportunities, knowledge or data of an intellectual, scientific, financial, cost, commercial or marketing nature, technical data/know-how, drawings, specifications, standards, manuals, reports, formulae, algorithms, processes, trade secrets, computer programs, computer software, computer data bases, computer software documentation, quotations and price lists, research products, inventions, processes, strategies, customers (including any Personal Data and/or other non-public personal information about such customers), internal procedures, and/or employees; (ii) information pertaining to the Disclosing Party that is not in the public domain; (iii) information in which the Disclosing Party has a business, proprietary or ownership interest or has a legal duty to protect, whether or not received from a third party in whatever form; and/or (iv) information which the Disclosing Party considers to be confidential and/or which is identified by the Disclosing Party as confidential, or that a reasonable person would consider to be confidential.

"Damages" means any direct losses, liabilities, costs, or expenses (including reasonable legal fees) incurred by a Party as a result of a breach of this Agreement or any wrongful or negligent act or omission, but excludes any indirect, consequential, incidental, special, punitive, or exemplary damages, including loss of revenue, loss of goodwill or business interruption, whether foreseeable or not.

“Data Breach” means any actual or suspected unauthorised access to, or loss, destruction, alteration, disclosure, or acquisition of, Personal Data, whether accidental or unlawful, including as defined in applicable Data Protection Laws.

“Data Protection Laws” means the laws relating to the protection of personal information/data applicable in the relevant jurisdictions in which the Services are rendered, including but not limited to, the California Consumer Privacy Act of 2018, the General Data Protection Regulation (“GDPR”; including UK GDPR and related regulations and commission decisions) and the South African Protection of Personal Information Act of 2013.

“Data Subject” and “Data Subject Requests” have the meanings given thereto, respectively, under the applicable Data Protection Laws.

“Effective Date” means the date of signature of the Order Form by the Party signing last in time.

“Fair Usage Policy” is as described in clause 12 (Fair Usage).

"Force Majeure Event" means any event or circumstance beyond the reasonable control of a Party that prevents or materially delays the performance of any of its obligations under this Partnership Agreement (excluding payment obligations), including, without limitation: acts of God, natural disasters, epidemics or pandemics, acts of war, terrorism, civil unrest, government orders or restrictions, labour disputes (excluding those involving the affected Party’s own employees), cyberattacks or denial-of-service attacks (except where caused by the affected Party’s gross negligence or failure to follow industry-standard security practices), or any failure of third-party service providers (including data centers or hosting providers) not attributable to the affected Party.

“Go-Live” means the time at which the Software and Services become operational and available for clients to access and use.

“Initial Period” means the period commencing on the Effective Date and continuing for the duration specified in the Order Form.

“Maintenance” refers to scheduled maintenance of the Software post-deployment, including but not limited to upgrades, updates, modifications, and/or bug- and error-fixes, which are necessary to improve the performance or other attributes of the Software and/or adapt it to any changes in environment.

“Order Form” means the document setting out the fees, Term, scope of Services and other relevant commercial terms, and which is subject to these Terms and Conditions and signed by the Parties.

“Personal Data” means any information relating to an identified or identifiable individual where such information is protected to the same extent as personal data, personal information or personally identifiable information under the relevant Data Protection Laws.

“Recipients” has the meaning given thereto in clause 2 below.

“Renewal Period(s)” means each subsequent period following the Initial Period, as specified in the Order Form, during which the Agreement is renewed in accordance with its terms.

“Services” means the services to be provided by VAT IT to the Company including but not limited to: the subscription-based access to and use of the Software provided by VAT IT, including hosting, Maintenance, support, updates, onboarding assistance, data interchange, data integration, and any other related services expressly set out in this Agreement or any applicable Order Form.

“Service Levels” means the relevant levels of service to be provided by VAT IT in accordance with clause 11.

“Software” means the proprietary software platform(s) made available by VAT IT to the Company as part of the Services, including all related documentation, user interfaces, and underlying technology, but excluding any third-party software not owned by VAT IT.

"Standard Contractual Clauses" means the standard data protection clauses adopted by the European Commission or other competent authority pursuant to Article 46 of the GDPR or any equivalent clauses approved under applicable Data Protection Laws.

“Support” has the meaning given thereto in clause 11.

“Technical Onboarding” means the process of facilitating the data exchange between the Parties’ respective IT systems in order for VAT IT to perform the Services.

“Term” means the duration of this Agreement, including the Initial Period and any subsequent Renewal Period(s).

1. SERVICES
   1. VAT IT shall provide the Company with access to the Services and Software for the purposes of sending e-invoices and/or e-reporting invoice data to recipients and/or applicable government agencies (“Recipient/s”), and/or receiving e-invoices on behalf of the Company, and the ability to store the Company’s invoice data sent through the Services and/or Software for a maximum period of ten (10) years.
   2. The Services and/or Software does not automatically include archiving of e-invoicing and e-reporting data and other necessary data on behalf of the Company, the provision of trusted, qualified or other digital certificates and/or signatures, tax consultation or advice on invoice or reporting data, or custom and/or specialised integration support and/or development.
   3. VAT IT can provide the additional services in clause 2.2 above on request by the Company and for additional fees agreed between the Parties in writing (such additional services will be incorporated within the definition of Services for the purposes of these Terms and Conditions).
2. COMPNAY OBLIGATIONS
   1. The Company undertakes to provide all necessary assistance to enable VAT IT to deliver the Services. Upon request from VAT IT, the Company shall promptly deliver all Company Data to VAT IT.
   2. The Company acknowledges that VAT IT’s ability to provide the Services as set out in these Terms and Conditions is dependent upon the accuracy and timely provision of such Company Data and assistance. VAT IT shall not be held liable for any Damages suffered by the Company as a result of the Company failing to furnish or timeously furnish VAT IT with any Company Data.
   3. The Company Data shall be provided to VAT IT in the stipulated technical language format, as described during Technical Onboarding, and exchanged via the approved channels and in accordance with the relevant Data Protection Laws applicable in each jurisdiction to which the Services apply as set out in the Order Form.
3. CONFIDENTIALITY
   1. The Receiving Party shall hold in confidence all Confidential Information. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any person, except to the Receiving Party’s directors, officers, employees, agents, advisors, affiliates, or representatives who require access to such information in order to fulfil the Receiving Party’s obligations under this Agreement.
   2. The Receiving Party shall prevent disclosure of the Disclosing Party's Confidential Information through reasonable means which are at least as stringent as those used to protect its own confidential information, except as may be required by law or as set out in this clause 4.
   3. Upon the Disclosing Party's written request, the Receiving Party shall return the Confidential Information, or at the Disclosing Party's discretion, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof, other than for legal, audit and/or archival purposes where required.
   4. It is recorded that the following information, for the purpose of this clause 4, shall not be considered Confidential Information:
      1. Information known to the Receiving Party prior to the date that it was received from the Disclosing Party.
      2. Information known to the public or generally available to the public prior to the date that it was disclosed by the Disclosing Party to the Receiving Party.
      3. Information which is or becomes known to the public or becomes generally available to the public subsequent to the date that it was disclosed by the Disclosing Party to the Receiving Party, through no act or failure to act on the part of the Receiving Party.
      4. Information which the Receiving Party has obtained written authorisation from the Disclosing Party to disclose.
4. DATA PROTECTION
   1. Capitalised terms not otherwise defined within this clause 5 shall have the meanings assigned to them in any applicable Data Protection Laws, and any such terms shall be interchangeable with any other terms with the same or similar meaning as set out in any other Data Protection Laws.
   2. The Parties hereby agree that: (i) the Company is the Data Controller; (ii) VAT IT is the Data Processor; (iii) both Parties shall abide by the relevant Data Protection Laws; and (iv) fulfil their relevant obligations in terms of such Data Protection Laws.
   3. The Company hereby acknowledges and agrees that VAT IT's performance of its obligations as set out in this Agreement may require VAT IT to process, transmit and/or store Personal Data of the Company's employees and/or affiliates including the processing and transmission from one country to another country, including any third countries, provided that VAT IT and its sub-processors take measures to adequately protect such Personal Data consistent with Data Protection Laws (such measures may include, to the extent available and applicable under such laws, Standard Contractual Clauses). By submitting Personal Data to VAT IT, the Company agrees that VAT IT and/or its affiliates may process, transmit and/or store Personal Data only to the extent necessary for, and for the sole purpose of, enabling VAT IT to perform its obligations as set out in this Agreement.
   4. The Company agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in the Company Data submitted to VAT IT. The Company confirms that it is solely responsible for the legality, reliability, integrity, accuracy and quality of any Personal Data that may be contained in the Company Data submitted to VAT IT, including but not limited to any information which VAT IT shares with third parties on the Company's behalf.
   5. VAT IT undertakes to only process Personal Data in compliance with the instructions it receives from the Company and in compliance with the Data Protection Laws. VAT IT shall inform the Company, unless prohibited from doing so in terms of the Data Protection Laws, whether any instruction from the Company violates or conflicts with the Data Protection Laws, or if VAT IT can no longer comply with the Data Protection Laws or the instructions of the Company. VAT IT shall not sell or share Personal Data.
   6. VAT IT reserves the right to provide the Software and/or Services from the relevant host locations, and/or through the use of sub-processors, worldwide. The Company authorises VAT IT to use those sub-processors already engaged by VAT IT at the time of entering into this Agreement. If VAT IT engages new sub-processors, VAT IT shall provide the Company with a minimum of thirty (30) calendar days' notice before providing such sub-processor with access to Personal Data. If the Company does not approve of a new sub-processor on reasonable data protection grounds, the Company may terminate the applicable Agreement without penalty by providing written notice of termination that includes an explanation of the grounds for non-approval, within ten (10) calendar days of notice of such new sub-processor or change in sub-processors. Where VAT IT engages a sub-processor for carrying out specific processing activities on behalf of the Company, the same (or substantially similar) data protection obligations as set out in this clause 5 shall be imposed by VAT IT on such sub-processor by way of a written agreement.
   7. VAT IT agrees to comply with all reasonable instructions from the Company related to any requests from Data Subjects exercising their rights related to Personal Data granted to them under applicable Data Protection Laws (“Data Subject Request”) without undue delay. If VAT IT receives a Data Subject Request directly from Data Subjects, VAT IT shall direct such request to the Company within forty-eight (48) hours of receipt thereof. VAT IT's obligations under this clause shall apply to the extent required by Data Protection Laws.
   8. VAT IT shall, taking into account the nature of the Processing and Company Data in its possession, assist the Company with its legal obligations to conduct a data protection impact assessment and consult with any relevant data protection supervisory authority at the Company's reasonable cost, insofar as is reasonably possible.
   9. VAT IT agrees to implement appropriate technical and organisational measures designed to protect Personal Data as required by Data Protection Laws. Further, VAT IT agrees to regularly test, assess and evaluate the effectiveness of its technical and organisational measures to ensure the security of the Processing of Personal Data. VAT IT shall only grant access to its systems storing Personal Data to those of its employees who have a need to access such systems to enable it to adequately provide the Services and/or Software to the Company. After it is determined that an individual no longer requires access to VAT IT's systems storing Personal Data, VAT IT shall terminate access thereto within a reasonable time.
   10. Upon the Company's request but no more than once per calendar year, VAT IT shall provide to the Company information on its technical and organisational measures, including any third-party certifications and other security documentation (where applicable). The Company may audit VAT IT in the event that: (i) it fails to provide the Company with the requested documentation and information (where available); (ii) an audit is requested by a Supervisory Authority (as defined in the relevant Data Protection Laws where applicable); and/or (iii) where the Company reasonably believes that VAT IT is not complying with its Personal Data Processing obligations as set out in this Agreement. The Company shall provide VAT IT with reasonable written notice of its request for an audit unless it is prohibited from doing so in accordance with Data Protection Laws or a court order. Prior to the commencement of an audit, the Parties shall mutually agree upon the scope, timing, and duration of the audit, as well as the reimbursement rate for which the Company shall be responsible. All reimbursement rates shall be reasonable, considering the resources expended by VAT IT. The Company acknowledges that VAT IT cannot authorise audits of its sub-processors (such as its hosting provider/s), however, VAT IT shall use reasonable efforts to assist the Company in securing such rights.
   11. VAT IT may be required to retain Personal Data in accordance with any legally required retention period. VAT IT shall securely isolate and protect any such retained Personal Data from any further Processing, except to the extent required by Data Protection Laws, other applicable laws and/or regulations. VAT IT shall destroy any such retained Personal Data within thirty (30) days of the expiration of the retention period.
   12. If VAT IT is made aware of or suspects that a security incident or Data Breach has taken place, VAT IT shall provide the Company with prompt written notice thereof within twenty-four (24) hours of being made aware of the actual or suspected Data Breach. Such notice shall include all available details required under Data Protection Laws to enable the Company to comply with its own notification obligations to regulatory authorities and/or Data Subjects that are affected by the Data Breach.
5. COMPANY DATA
   1. Company Data is and shall remain the Company's property. Subject to VAT IT's obligations regarding Personal Data as set forth in clause 5 (Data Protection) above, the Company is solely responsible for: (i) the content, accuracy and integrity of Company Data; (ii) correcting errors and omissions in the Company Data; and (iii) actions that the Company's authorised users take with respect to Company Data, including but not limited to deleting or corrupting the Company Data. The Company acknowledges that VAT IT is not responsible for: (i) the accuracy, completeness, appropriateness, or legality of the Company Data or any other information or content as provided for by any third parties or third-party integrations at the Company's election; and (ii) the disclosure of Company Data by the Company or the Company's authorised users (including agents) to any third parties.
   2. If the Company's authorised users elect to share Company Data with third parties through the use of the Services and/or the Software, the Company is solely responsible for such disclosure and the manner in which such Company Data is utilised by such third parties.
   3. The Company agrees that it is solely responsible for maintaining and protecting backups of Company Data directly or indirectly processed using the Services and/or the Software and that VAT IT is not responsible for the: (i) exportation of; (ii) failure to store; and/or (iii) loss and/or corruption of Company Data.
   4. The Company agrees that no sensitive or special categories of data as defined in relevant Data Protection Laws, including but not limited to any protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), shall be provided to VAT IT or stored on VAT IT's systems. The Company expressly acknowledges and agrees that it shall neither submit to the Services or Software, nor use the Services or Software to store, maintain, process or transmit any data or information that constitutes sensitive or special categories of data or PHI or otherwise use the Services or Software in any manner that would require VAT IT or the Services or Software to be compliant with HIPAA or any further special safeguards. The Company acknowledges and agrees that VAT IT shall have no liability to the Company for any such data or information. If VAT IT reasonably believes that the Company has breached the terms of this clause, VAT IT may, at its sole election, immediately and upon notice to the Company suspend all or portion of its access to the Services and the Software (without any liability to the Company).
   5. Notwithstanding anything to the contrary contained in this Agreement, the Company expressly acknowledges and agrees that Company Data may not be available or restorable if: (i) it utilises the Services in contradiction with any of the provisions of this Agreement; (ii) copies of the Company Data is not completed for any reason; (iii) it attempts to back up devices, files, folders, or drives not supported by the Services; (iv) it deselects or deletes a device, Company Data, file, folder, or drive from its VAT IT account, its device, or from being backed up by the Services; (v) it modifies its operating system in a manner that breaks compatibility or inhibits the functionality of the Services or Software; (vi) its computer is unable to access the internet or VAT IT infrastructure; (vii) it fails to comply with the Agreement or documentation; and/or (viii) it terminates or fails to renew its subscription to the Services.
   6. The Company warrants that VAT IT's security obligations extend only to those systems, networks, network devices, facilities and information technology components over which VAT IT has control, and not those of any third parties, including but not limited to any government authorities. The Company is responsible for the proper configuration and maintenance of physical, administrative and technical safeguards as they relate to the access and use of the Software and Services. In no event shall VAT IT be responsible, nor will VAT IT have any liability, for physical, administrative, or technical controls related to the Software or Services (including, without limitation, Personal Data) that the Company controls, including but not limited to access credentials, network connectivity and internet connectivity.
6. COMPANY RESPONSIBILITY

The Company shall: (i) notify VAT IT immediately of any unauthorised use of any password or user ID or any other known or suspected breach of security; (ii) immediately report to VAT IT and use reasonable efforts to stop any unauthorised use of the Services that is known to or suspected by the Company; and/or (iii) not provide false identity information to gain access to or use the Services and/or Software.

1. DUE DILIGENCE

As per VAT IT's due diligence procedures, VAT IT shall be entitled to perform sanctions and compliance checks as and when it deems fit (“Checks”). If the Company does not successfully pass any Checks, VAT IT shall be entitled to terminate this Agreement immediately upon written notice to the Company and may refrain from performing the Services to the Company. VAT IT shall not be liable for any Damages suffered by the Company as a result thereof.

1. INTELLECTUAL PROPERTY
   1. Subject to the terms of this Agreement, the Company shall grant to VAT IT a worldwide, limited, non-exclusive and non-transferable license, to use, copy, share, store, reform, configure, display, transmit, and/or process (or any other similar term used in the Data Protection Laws) Company Data to: (i) assist with the necessary operation and function of the Services and/or Software; (ii) improve VAT IT's products and services and the Company's user experience; (iii) provide relevant support services; and/or (iv) for any other purpose set out in this Agreement. Notwithstanding the aforesaid, the Company shall retain ownership and intellectual property rights in and to the Company Data.
   2. VAT IT owns and shall retain ownership in all right, title and interest in and to the Software, Services and any other deliverables provided under this Agreement, including but not limited to all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.
   3. VAT IT shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services and/or the Software any suggestions, enhancement requests, recommendations and/or other feedback provided by the Company, relating to the operation of the Services and/or the Software.
   4. “eezi”, “eezi.io” and any “eezi” graphics, logos, designs, page headers, button icons, scripts and service names are trademarks or trade dress of VAT IT. Save for the provisions of clause 18, VAT IT's trademarks and trade dress may not be used in connection with any product or service without the prior written consent of VAT IT.
2. INVOICING AND PAYMENT
   1. The first invoice will be issued upon integration completion and Go-Live, or three (3) months after signature, whichever is the earlier.
   2. VAT IT shall furnish the Company with an invoice for its fees and charges as set out herein and in the relevant Order Form. The Company undertakes to pay all invoices within thirty (30) days from the date of the invoice, failing which, VAT IT shall be entitled to charge the Company interest on the overdue amount and/or discontinue the Services and/or Software.
   3. Failure by the Company to raise any concerns regarding any VAT IT invoices, within fourteen (14) days of receipt thereof, shall be deemed to be a waiver of any claims and/or disputes by the Company in relation to the invoice in question.
   4. VAT IT reserves the right to review the fees on an annual basis.
   5. VAT IT reserves the right to suspend the Services and/or Software if the Company fails to pay or timeously pay any amounts due to VAT IT hereunder, for a period in excess of thirty (30) calendar days. Suspension of the Services and/or Software shall not release the Company from its payment obligations hereunder. The Company agrees that VAT IT shall not be liable to the Company and/or to any third party for any damages arising from or relating to the suspension of the Services and/or Software resulting from the Company’s non-payment.
   6. Unless otherwise agreed between the Parties in writing. VAT IT reserves the right to invoice for the Services within three (3) months of signature of the Agreement, even if the Company has not begun use of the Services, provided such lack of use is due to no fault of VAT IT.
   7. Under no circumstances will the Company be entitled to share the pricing structure agreed to between the Parties herein with any third parties and will not entertain any requests for such information.
3. SERVICE LEVELS
   1. VAT IT shall provide the Services in accordance with the following technical Service Levels:
      1. AVAILABILITY

VAT IT shall ensure that the Services and/or Software are Available at least 99% of the time during any given calendar year. “Available” and derivatives thereof shall mean the number of minutes in a calendar year that the key components of the Services are operational (as a percentage of the total number of minutes in such calendar year). The following events shall not be considered to affect the Availability of the Services and/or Software: downtime resulting from (i) Maintenance; (ii) Force Majeure Events; (iii) malicious attacks on the Services and/or Software; (iv) issues associated with the Company's computing devices, local area networks or internet service provider connections; (v) the acts or omissions of the Company; and/or (vi) the downtime or instability of any third party platforms or systems on which VAT IT is reliant for the provision of the Services and/or Software.

• • 1. MAINTENANCE 1. Regularly scheduled Maintenance of the Services and/or Software shall occur during VAT IT's weekly maintenance window on Thursdays between 15h00 and 18h00 SAST (including but not limited to deployment of infrastructure as code). 2. For any other Maintenance, VAT IT shall provide the Company with at least one (1) week's advance notice before the implementation of the Maintenance. 3. Downtime due to an emergency shall not be considered as Maintenance and shall affect the Availability of the Services and/or Software. VAT IT shall notify the Company of such downtime as soon as reasonably possible. 2. SUPPORT 1. VAT IT shall use its best efforts to respond to the Company's requests for support in accordance with commercially reasonable and industry standard response times, taking into account the nature and severity of the issue(s) (“Support”). 2. Support and Maintenance are included in the fees set out in the Order Form and entitle the Company to the following, within reason: (i) telephonic or electronic support focused on assisting the Company to locate and/or correct issues with the Software; (ii) bug fixes and code corrections to resolve Software malfunctions, with the aim of bringing the Software into substantial conformity with the operating specifications; and/or (iii) all extensions, enhancements and other changes that VAT IT, at its sole discretion, makes or adds to the Software and which VAT IT furnishes, without charge, to all subscribers of the Services.

1. FAIR USAGE
   1. The Fair Usage Policy in this clause 12 (the "Policy") outlines acceptable use of the Services provided by VAT IT. VAT IT will endeavour to ensure that all customers can use the Services without disruption or degradation due to excessive or improper use by others.
   2. This Policy applies to the Company. By using the Services, the Company agrees to comply with this Policy and that use of the Services will be within the parameters of fair and acceptable usage.
   3. The Services are designed to support typical usage patterns of VAT IT customers. VAT IT may set reasonable limits on the usage of the Services to prevent excessive or abnormal usage that may negatively impact other users or VAT IT’s infrastructure. Examples of prohibited usage include, but are not limited to:
      1. Engaging in activities that create excessive demand on VAT IT’s systems or infrastructure;
      2. Using the Services for any unlawful or unauthorized purposes; and/or
      3. Exploiting or abusing the Services by exceeding normal use limits, such as data usage or bandwidth.
   4. VAT IT reserves the right to monitor the Company’s usage to ensure compliance with this Policy. If we determine that the Company’s usage violates this Policy, VAT IT may take corrective actions, including but not limited to:
      1. Notifying the Company of excessive or improper use;
      2. Temporarily suspending or limiting the Company’s access to the Service; and/or
      3. Terminating the Service if fair usage violations persist after notice of same.
   5. If the Company’s use of the Services exceeds the thresholds of fair usage as defined by this Policy, or if the Company engages in prohibited activities, VAT IT may:
      1. Charge additional fees for excessive usage;
      2. Suspend or terminate the Services without prior notice in severe cases of misuse; and/or
      3. Take any other action necessary to protect VAT IT’s network, other customers, and VAT IT’s business.
2. TERM, TERMINATION AND SUSPENSION OF THE SERVICES
   1. This Agreement shall endure for the Initial Period as set out in the Order Form and shall automatically renew for the Renewal Period(s) unless and until terminated in accordance with this clause.
   2. This Agreement shall be terminated if either Party provides written notice to the other Party of such termination ninety (90) calendar days prior to the expiry of the Initial Period.
   3. If either Party elects to terminate this Agreement during any Renewal Period, it shall be entitled to do so at any time during such Renewal Period by giving the other Party ninety (90) days’ written notice.
   4. VAT IT reserves the right to suspend delivery of or access to the Services if the Company fails to pay any amounts due to VAT IT under this Agreement; however, only after VAT IT notifies the Company of such failure, and such failure continues for fourteen (14) days or longer. Suspension of the Services shall not release the Company of its payment obligations under this Agreement. The Company agrees that VAT IT shall not be liable to the Company or to any third party for any Damages arising from or relating to suspension of the Services, resulting from the Company's non-payment.
   5. VAT IT reserves the right to suspend the Services in the event that it reasonably determines the Company's use of the Services is causing or is likely to cause immediate and/or ongoing harm to VAT IT or any third parties, including but not limited to a Recipient. If VAT IT determines that a suspension of the Services is required, VAT IT shall immediately notify the Company of the suspension, whereafter, the Parties shall attempt to resolve the issue resulting in the suspension. If the issue is not resolved within fourteen (14) days, this Agreement shall automatically terminate, provided that the Company shall not be released from its payment obligations hereunder. VAT IT shall not be liable to the Company or to any third parties for any Damages arising from or relating to any suspension of the Services in terms of this clause.
   6. In the event that VAT IT terminates this Agreement due to a breach by the Company, the Company shall immediately pay to VAT IT all amounts then due and owing to VAT IT under this Agreement within five (5) calendar days of receipt of such termination notice from VAT IT.
3. WARRANTIES
   1. VAT IT represents and warrants that it shall provide the Services in a professional manner, consistent with general industry standards. Neither VAT IT nor any of its suppliers warrant or guarantee that the operation of the Services and/or the Software will be uninterrupted or error-free, nor shall VAT IT or any of its suppliers be liable for loss, unauthorised alteration, theft or destruction of Company Data, data, or files, unless otherwise provided for in the Data Protection Laws. The Company acknowledges that VAT IT does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communication facilities. This clause sets forth the sole and exclusive warranty given by VAT IT (express or implied) with respect to the subject matter of this Agreement.
   2. The Company warrants that it will provide Company Data timeously and prior to any deadlines imposed by the Recipient. The Company shall deliver Company Data to VAT IT in an electronic file format specified by and accessible to VAT IT. The Company acknowledges that VAT IT's ability to deliver the Services in the manner provided for in this Agreement may depend upon the accuracy and timeliness of receipt by VATIT of such Company Data and assistance. VAT IT shall not be liable to the Company or to any third parties for any Damages arising from or relating to missed deadlines resulting from the Company’s failure to provide Company Data timeously.
   3. The Company warrants that Company Data it provides to VAT IT is true, accurate and correct, and in the correct technical format as specified during Technical Onboarding, and further warrants that the Recipient is authorised to receive such Company Data. VAT IT shall not be held liable for the unauthorised disclosure of Company Data to a Recipient, where the disclosure was made on the instruction of the Company, and in terms of which the Recipient's details were provided by the Company to VAT IT. VAT IT is under no obligation to verify the Recipient's details on behalf of the Company.
   4. The Company warrants that it and/or its representatives has/have the legal authority to create, transmit and receive the data and documents sent through VAT IT's systems and through the provision of the Services. VAT IT shall not be held liable should the Company be found to be non-compliant due to a lack of legal authority and/or incur any penalties from the relevant authorities and/or incur any liability in respect of such lack of legal authority. VAT IT is under no obligation to ascertain the legal authority of the Company and assumes that the Company has the necessary authority as above.
4. INDEMNITY AND LIMITATION OF LIABILITY
   1. The Company shall indemnify and hold harmless VAT IT on demand against any Damages arising out of or in connection with any breach by the Company of any of the provisions of this Agreement.
   2. Notwithstanding anything to the contrary contained in this Agreement, VAT IT’s entire liability to the Company whether in contract, tort (including negligence) in respect of any and all claims arising under this Agreement in any twelve (12) month period shall not exceed the lesser of the total amount of fees set out in the applicable Order Form and ten thousand Euros (EUR 10,000.00).
   3. VAT IT shall not be held liable to the Company or any third party, including but not limited to any regulatory body, tax office or similar authority, for any Damages arising from incorrect data, Company data or other document contents sent by the Company or on behalf of the Company to VAT IT.
   4. VAT IT shall not be held liable for any damages or penalties suffered by the Company due to the use and/or misuse of the Software and/or Services by the Company when it is not legally authorised or permitted to use such a system in the relevant jurisdiction/s.
   5. VAT IT shall not be held liable to the Company for any Damages incurred by the Company arising from any unauthorised access to the Software and/or the Services resulting from the acts or omissions of the Company or any third party.
   6. VAT IT makes use of certain third-party providers to fulfil aspects of its obligations under this Agreement. Where possible, these third-party relationships are governed by service level terms between VAT IT and the relevant third-party provider. However, in some jurisdictions, VAT IT is required to rely on third-party systems that are mandated and administered by government entities or regulatory authorities, which do not offer any service level commitments. Accordingly, VAT IT shall not be liable to the Company for any failure to meet the support obligations set out in clause 11.1.3 (SUPPORT) where such failure results from the unavailability, delay, or failure of any such third-party system or provider.
   7. VAT IT shall not be held liable for any penalties that may be imposed on the Company by any authority regarding e-invoicing and e-reporting and/or legal archiving should the Company make use of VAT IT's storage facility. The obligation remains on the Company to ensure that its data is stored in a compliant manner.
   8. VAT IT shall not be held liable for the Company's use of any self-billing solution in any particular jurisdiction/s. The onus rests on the Company to ensure that it is legally compliant and allowed to self-bill in the respective territory and for the respective transaction types.
   9. Neither Party shall be liable to the other Party for indirect, incidental, special or consequential damages, including but not limited to, damages for lost business, profits, data or use of any service, incurred by either Party or any third party in connection with this Agreement, regardless of the nature of the claim (including negligence), even if foreseeable or the other Party has been advised of the possibility of such damages.
   10. The foregoing limitations of liability shall not apply in the event of gross negligence, wilful misconduct and/or fraud on the part of either Party.
5. GOVERNING LAW AND JURISDICTION
   1. This Agreement and any disputes arising therefrom shall be governed by and construed in accordance with the laws of England and Wales, excluding its conflict of laws principles.
   2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of England.
6. MODERN SLAVERY, ANTI-BRIBERY, ANTI-CORRUPTION, ANTI-MONEY LAUNDERING, COUNTER-TERRORIST FINANCING, FRAUD AND ANTI-FACILITATION OF TAX EVASION
   1. Each Party (inclusive of its officers, directors, employees, representatives' agents and sub-contractors for the purposes of this clause 17), undertakes to: (i) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, anti-money laundering, anti-facilitation of tax evasion, tax evasion, fraud, counter-terrorist financing, anti-slavery and human trafficking, including, but not limited to, the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, the UK Criminal Finances Act 2017 and the UK Modern Slavery Act 2015 (together, "Relevant Requirements"); (ii) have in place and enforce, throughout the Term of this Agreement, policies and procedures to ensure proper compliance with the Relevant Requirements ("Relevant Policies"); and (iii) not engage in any activity, practice or conduct which would cause either Party to be in breach of the Relevant Requirements or the Relevant Policies.
   2. Each Party warrants and represents as follows: (i) it has not been convicted of any offence under the Relevant Requirements; (ii) it is not a government official and/or is not owned or controlled, directly or indirectly, by any government or government official; or (iii) no government or government official has any direct or indirect legal or beneficial interest in any payments made under this Agreement.
   3. Each Party shall notify the other Party immediately if at any time any of the warranties it gives in clause 17.2 above cease to be true and correct.
   4. Breach of this clause 17 shall be deemed a material breach of this Agreement entitling the aggrieved Party to terminate this Agreement with immediate effect upon written notice to the other Party. In the event of a breach of this clause 17 by the Company, VAT IT may refrain from providing the Services and shall not be liable for any Damages suffered by the Company as a result thereof.
7. USE OF NAME AND LOGO
   1. During the term of this Agreement, the Parties agree that they may make use of the other Party's name and logo for general marketing, partnership and/or bid documentation purposes. Such name and logo will be used in good faith in accordance with generally accepted commercial and marketing practices.
   2. The Company agrees to provide VAT IT with testimonials and assistance with drafting relevant business use case studies on request, which may be used for marketing, partnership and/or bid documentation purposes.
   3. For the avoidance of doubt, each Party remains the owner of their respective company and/or product names and logos. For VAT IT, this includes the “eezi” name, brand and logo, and the eez.io domain name.
   4. Either Party is required to immediately cease use of the other Party's name and/or logo on receipt of written request from the other Party.
   5. On termination of the Agreement, both Parties agree to immediately cease use of the other Party's name and logo in any marketing material or otherwise.
8. GENERAL
   1. The Company acknowledges that the Services are provided on a non-exclusive basis. Nothing contained in this Agreement shall be deemed to prevent or restrict VAT IT's ability to provide the Services and/or Software to other parties.
   2. VAT IT may use sub-processors, subcontractors, agents and/or its affiliates to perform its obligations under this Agreement, provided that VAT IT's use of subcontractors and/or sub-processors shall not release it from any duty or liability to fulfil its obligations under this Agreement.
   3. The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
   4. In the event that this Agreement is executed in English and any other language, the English version shall prevail.
   5. If any provision of this Agreement is found to be illegal, invalid or unenforceable in terms of any court order, legislation or other rule of law, such provision shall be modified or deleted, but only to the extent necessary to make it valid, legal and enforceable, and the remainder of this Agreement shall remain in full force and effect.
   6. VAT IT may assign this Agreement to, and this Agreement shall bind and inure to the benefit of, any parent, subsidiary, affiliate, successor or assign. The Company may not assign any of its rights or obligations under this Agreement, whether by merger or other operation of law, or a sale of all or part of its assets, or otherwise, without the express prior written consent of VAT IT, which shall not be unreasonably withheld.
   7. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by either Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
   8. In the event that either Party is unable to perform its obligations under this Agreement as a result of Force Majeure Events, such Party shall not be liable to the other Party for any Damages resulting therefrom.
   9. All notices required to be given in terms of this Agreement must be in writing and sent to the receiving Party's address and/or email address specified in the Order Form. Such notice shall be deemed to have been received by the receiving Party: on the day of delivery if delivered by hand or email; and on the tenth day after posting, if mailed by prepaid registered post.
   10. Neither Party shall be deemed to be the drafter of this Agreement, and this Agreement shall not be strictly construed against either Party.
   11. The Parties have the status of independent contractors, and nothing contained in this Agreement, nor the conduct of the Parties will be deemed to place the Parties in any other relationship.