About ASAP: automated SAP GUI

Consulting Agreement (“The Agreement”) is made and entered into as of the installation date (“The Effective Date”) by and between:

Aufinia Consulting Limited a company registered in Hong Kong, under the number 1717129, of the Hong Kong Registry (“The Provider”), and

The company installing the product (“The Client”).

1. SCOPE OF AGREEMENT 1.1The Provider agrees to provide the software tool “ASAP” (“The Software”) on The Client’s on-site systems. 1.2 The Provider also provides access to a platform “300Framework” (“The Platform”), that is available in a secure AWS environment, hosted in Frankfurt and that is solely dedicated and accessible by The Client and by The Provider, or that will be hosted at The Client site (“on-premise”). 1.3 When The Client decides to download The Software or use The Platform, they agree to all clauses in The Agreement. 1.4 The Client shall use The Software and The Platform solely for internal business purposes and in accordance with the terms of The Agreement. 1.5 The on-premise option will be managed by The Client within their own VPN. 1.6 The Provider will provide at no extra cost, all consultation services required to support the installation of The Software and/or The Platform, including guidance on the completion of all of the installation steps that are mentioned in the User Installation manual. 1.7 The Provider may propose optional additional consulting services, if requested by The Client upon in a separate Statement of Work (“The SOW”).

1.8 The Platform has the option of using Aufinia Artificial Intelligence agents to help the user of The Platform to understand the graphs and to automatically generate reports. If requested by The Client, the Artificial Intelligence API will be activated. To activate the Artificial Intelligence API (Application Program Interface), The Provider will require written agreement from The Client. For on-premise installations, The Provider will require the IP address of the host machine in order to activate the Aufinia Artificial Intelligence agents. 1.9 Should The Client request to connect the Artificial Intelligence agent to their own Artificial Intelligence model, within their own VPN, then The Provider will help The Client to connect The Platform to the Artificial Intelligence model of The Client, at no additional cost.

1.10 Apart from communication with Artificial Intelligence Agents, for on-premise installations, The Software and The Platform will only communicate licensing information between The Client network and The Provider network. No transfer of data from The Client to The Provider will occur, except for licensing information.

1.11 For data analytics tests, that require download of data from government or other websites, The Provider, will provide separate tools (for example, Third Party Checker) that can be used by The Client should they so wish to execute these tests. These tools will be provided at no extra cost to The Client.

1.12 End User License Agreement (EULA) specific to The Software and The Platform: The Agreement is a legal agreement between The Client and The Provider regarding the use of The Software and/or The Platform. By installing or using The Software and/ or The Platform, you agree to be bound by the terms of The Agreement. 1.13 Grant of License: The Provider hereby grants you a non-exclusive, non-transferable license to use The Software and The Platform according to the terms described herein. 1.14 Restrictions: You may not modify, reverse engineer, decompile, or disassemble The Software or The Platform. 1.15 Limitation of Liability: In no event shall The Provider be liable for any damages arising out of the use or inability to use The Software or The Platform.

2. INTELLECTUAL PROPERTY AND RESTRICTIONS 2.1 The Software and The Platform, its’ source code, design, structure, and any related documentation remain the sole intellectual property of The Provider. 2.2 The Client shall not: (a) Copy, reproduce, distribute, or modify The Software or The Platform, in whole or in part; (b) Reverse-engineer, decompile, or disassemble The Software or The Platform; (c) Sell, lease, sublicense, or otherwise transfer The Software or The Platform to any third party; (d) Share or disclose The Software or The Platform, its’ code, or any related proprietary information with any third party outside of its organization without prior written consent from The Provider.

3. NON-DISCLOSURE AND CONFIDENTIALITY 3.1 The Client and The Provider acknowledge that during the course of and following The Agreement, they may have access to confidential information of the other party. 3.2 Confidential Information includes, but is not limited to, trade secrets, business processes, customer data, The Software and The Platform documentation, technical specifications, and any non-public business information. 3.3 Each party agrees not to disclose or use any Confidential Information for any purpose other than fulfilling its obligations under The Agreement. 3.4 The obligation of confidentiality remains even after termination of The Agreement. 3.5 Provider Confidentiality Obligation: The Provider acknowledges that it may have access to sensitive information of The Client, including business strategies, customer data, and proprietary processes. The Provider agrees to maintain the confidentiality of such information and not to disclose it to any third party without prior written consent from The Client. The Provider shall use the same degree of care in protecting The Client’s confidential information as it does for its own, but in no event less than a reasonable standard of care. 3.6 Both The Client and The Provider commit to comply with a Non-Disclosure Agreement (“The NDA”) relating to the confidential information accessed in relation to The Agreement. In case of conflict between The Client and The Provider, the content of The NDA shall prevail.

3.7 The Provider agrees to comply with all applicable data protection and security laws and regulations. The Client retains exclusive ownership of all data stored or processed through The Software and The Platform.

4. DEPLOYMENT AND SUPPORT 4.1 The Provider shall make The Software and The Platform available to The Client and provide all support services in accordance with the agreed-upon specifications. 4.2 Any additional support, maintenance, or consulting services, that do not relate directly to The Software or The Platform, shall be provided on mutually agreed terms outlined in The SOW, that will be communicated by The Provider to The Client, upon request from The Client.

5. FEES AND PAYMENT TERMS 5.1 The Client shall pay The Provider the agreed fees for The Software and The Platform license, and any consulting services rendered, if such were requested and outlined in The SOW. 5.2 Payments shall be made within 30 days from the date of invoice. 5.3 Late payments shall be subject to interest at 10% per month.

6. WARRANTY AND LIMITATION OF LIABILITY 6.1 The Provider warrants that The Software and The Platform will function substantially in accordance with its documentation for the duration of the license term. In the event that The Software or The Platform fails to function substantially during the license term, The Provider agrees to correct any defects or provide an alternative solution at no additional cost to The Client within a period no longer than 4 working days. 6.2 Except as expressly set forth herein, The Software and The Platform is provided “as-is” without any warranties, express or implied. 6.3 The Provider shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with The Agreement.

7. TERM AND TERMINATION 7.1 The Agreement shall remain in effect from The Effective Date until terminated by either party with 30 days’ written notice. 7.2 The Client or The Provider may terminate The Agreement immediately if The Client or The Provider materially breaches any term and fails to cure such breach within 30 days of notice. 7.3 Upon termination, The Client shall cease all use of The Software and The Platform and delete or return all copies of The Software and/or The Platform to The Provider.

8. GENERAL PROVISIONS 8.1 Governing Law: The Agreement shall be governed by and construed in accordance with the laws of The Client’s jurisdiction. 8.2 Dispute Resolution: Any disputes arising from The Agreement shall be resolved through arbitration in The Client’s jurisdiction, as per the rules of the relevant Registry. 8.3 Force Majeure: Neither The Client or The Provider shall be liable for delays or failure to perform due to causes beyond its reasonable control. 8.4 Entirety: The Agreement constitutes the entire agreement between The Client and The Provider and supersedes all prior discussions and agreements.