Terms and Conditions

Last Updated in Aug 2022

The following Terms and Conditions (the “Terms”) set out the terms and conditions that apply to the provision of products and/or services to the customer specified in a Subscription Confirmation Statement (the “Customer” or “Subscriber”) by Phlo Systems Limited (“tradePhlo”) and apply, except to the extent stated otherwise in these Terms, to all products and services provided between the Customer and tradePhlo under and/or in connection with these Terms. These terms set forth the conditions pursuant to which you will be permitted access to the Service, and becomes effective upon the earlier of your first use of the Service or entering your Subscription.

1. Definitions.

"Phlo" means Phlo Systems Limited.

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either Party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Agreement" means this Terms and Conditions in addition to the Subscription Confirmation Statement.

"Authorized Parties" means you, Employees, or your authorized Affiliate's Employees and third parties you authorize to access your Tenants and/or to receive Subscriber Data (i) in writing, (ii) through the Service's security designation, or (iii) by system integration or other data exchange process.

"Confidential Information" means all Authorized Parties and Phlo's information, material and data (i) labeled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the disclosing party advises the receiving party is proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the receiving party knows or reasonably should know is confidential or proprietary, including, but not limited to, software, information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses and internal developments. Confidential Information does not include information (i) which is or becomes publicly known without any fault of or participation by the receiving party, (ii) was in receiving party's possession prior to the time it was received from disclosing party or came into receiving party's possession thereafter, in each case lawfully obtained from a source other than disclosing party and not subject to any obligation of confidentiality or restriction on use, or (iii) is independently developed by the receiving party by persons not having exposure to disclosing party's Confidential Information.

“Cybersecurity Requirements” means all laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, applicable to either Party, relating to security of network and information systems and security breach and incident reporting requirements, including the Data Protection Legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

“Customer” means a party to this contract who is in receipt of the services provided by Phlo. Customer under this contract also means the subscriber to the contract.

"Documentation" means Phlo's electronic and hardcopy documents for the Service, which may be updated by Phlo from time to time.

"Employee" means your officers, directors, employees, consultants, advisors, agents, contingent workers, independent contractors, and retirees and of your Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased.

"Intellectual Property Rights" means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, confidential information (including know-how and trade secrets), patents and other proprietary rights in each case whether registered or unregistered issued, honored or enforceable under any applicable laws which subsist now or in the future anywhere in the world, and all moral rights related thereto.

"Law" means all laws, civil or other codes, statutes and/or regulations applicable to a respective Party.

“Personal Data" means any information that is related to an identified or identifiable individual and has been provided by Authorized Parties as Subscriber Data within the Service to enable Phlo to process the data on your behalf.

“Production" means the use by you, your Employee or other Authorized Party to use the Service (i) to administer Employees; (ii) to generate data for your books/records; or (iii) in any decision support capacity.

“Security Breach” means (i) any actual or reasonably suspected breach of Cybersecurity Requirements to include but not limited to unauthorized use of, loss of, access to or disclosure of, Subscriber Data; provided that an incidental disclosure of Subscriber Data to an Authorized Party or Phlo, or incidental access to Subscriber Data by an Authorized Party or Phlo, where no reasonable suspicion exists that such disclosure or access involves theft, or is fraudulent, criminal or malicious in nature, shall not be considered a "Security Breach" for purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law and (ii) any security breach (or substantially similar term) as defined by law. "Service" means Phlo's software-as-a-service (“SaaS") applications like tradePhlo delivered by Phlo.

"Subscriber Data" means the electronic data or information submitted by you, your Employees or Authorized Parties to the Service.

"Subscriber Input" means suggestions, enhancement requests, recommendations or other feedback provided by you, your Employees and Authorized Parties relating to the operation or functionality of the Service. "Subscription Service Fees" means all amounts invoiced and payable by you for the Service.

"Term" has the meaning set forth in Section 10.1.

"Third Party Applications" means applications licensed from third parties which connect with or interoperate with the Service.

2. Provision of Service.

2.1 Phlo Obligations: During the Term of this Agreement, Phlo shall:

(i) make the Service available to you 24 hours a day, seven days a week (except for planned and unscheduled maintenance) in accordance with the Documentation,

(ii) not use Subscriber Data except to provide the Service to Authorized Parties, or to prevent or address service or technical problems, or to verify Improvements to the Service, or in accordance with this Agreement and the Documentation, or in accordance with your instructions; and

(iii) not disclose Subscriber Data to anyone other than Authorized Parties in accordance with this Agreement. Phlo reserves the right to deny access to the Service to anyone at any time in the event that Phlo, in good faith, believes it is necessary for purposes of ensuring your compliance with this Agreement or to protect the rights, property, and interests of Phlo, its Affiliates, Phlo’s and licensors. Phlo agrees to co-operate with you in relation to any requests for information, or inspection, made by any regulator or to comply with any Law.

2.2 Subscriber Obligations: You may enable access of the Service for use only by Authorized Parties solely for your internal business purposes in accordance with the terms of this Agreement and the Documentation and not for the benefit of any third parties. You are responsible for all Authorized Party use of the Service and compliance with this Agreement. You shall:

(a) have sole responsibility for the evaluation, selection and for the results obtained from the Service,

(b) comply with all rules and regulations relating to the Service in the Documentation or sent to you by email or other electronic means as they may be amended from time to time,

(d) be responsible for all electronic communications, including those containing business information, account registration, financial information, Subscriber Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service,

(e) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, notify tradePhlo promptly of any such unauthorized access or use, and cooperate with and assist tradePhlo in identifying and preventing any unauthorized use, copying, or disclosure of the Service, the Documentation, or any portion of the Service or the Documentation and

(f) take note that all the assistance provided by Phlo’s Customer Support is merely suggestion and you are responsible for the final decision made by you during completing your declarations or any other filings.

(g) be responsible for all the customs declarations submitted by the Customer through the tradePhlo platform and pay the duties as required by the HMRC on time.

(h) provide all the necessary information required by tradePhlo in assisting the Customer with the Customs declarations process and queries.

(i) reach out to the tradePhlo team in case if any issues are faced by you or your team while using the tradePhlo site or software.

(j) The Customer is responsible for providing accurate and up-to-date master data and transaction data or any other usage-related or customer-related data (such as a VAT ID and/or Company information) that may be required to use the platform and services. The Customer shall also file any necessary requests with the relevant authorities,

(k) The Customer shall carry out all necessary due diligence and conduct its business transactions (including when using the TradePhlo platform) in compliance with all applicable laws and regulations affecting the Customer, including the areas of customs management and risk & compliance. TradePhlo does not give any warranty (express or implied) that the Customer’s use of the platform and/or services will guarantee (or otherwise, and in any way, ensure) the Customer’s compliance with any laws and/or regulations applicable to its business or otherwise.

(l) The Customer is responsible for ensuring that its team have the necessary skills and expertise to use the platform functionalities.

You shall not knowingly: (i) use the Service in violation of Law or in such a manner as is likely to harm tradePhlo, its Affiliates, Phlo’s licensors, suppliers and/or customers, (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights, (iii) send or store Malicious Code in connection with the Service, (iv) interfere with or disrupt performance of the Service or the related data, (v) attempt to breach the security of the Service, or access or attempt to access data belonging to third parties, or (vi) attempt to gain access to the Service or its related systems or networks in a manner not set forth in this Agreement or the Documentation. You shall be liable for the deliberate acts and omissions of all of your Authorized Parties and Affiliates relating to this Agreement.

2.3 Temporary Limited Service: In the event Phlo has made the Service available to you (i) to evaluate the Service, (ii) for use by staff and/or students, without Subscription Service Fees, or (iii) when otherwise no Subscription Service Fees are charged for use of the Service (i.e., Free Trial), then, subject to your compliance with the terms and conditions of this Agreement, Phlo grants you access to use the Service solely for the purpose(s) agreed upon by Phlo and you. The use of the service granted under this Section 2.3 shall be limited as follows: (a) you may use the Service only for the purposes expressly authorized by Phlo and subject to such further restrictions agreed upon by Phlo and you; (b) the Service may be terminated by Phlo upon ten (10) days written notice; (c) the Service is provided "As is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose.

2.4 Use Reporting: Phlo reserves the right to gather anonymized data on usage of the Service to ensure that the Service is being used in accordance with the terms of this Agreement and the type of Service purchased by you. The Service monitors user counts, number of customs declarations, transaction volumes, resource level utilization, License Key numbers, server IP addresses and other information. You agree not to block, electronically or otherwise, the transmission of data required for the monitoring of compliance with this Agreement. Any blocking of data required for compliance may result in immediate termination of this Agreement.

3. Proprietary Rights.

3.1 Ownership and Reservation of Rights to Phlo Intellectual Property. Phlo and its licensors own all rights, title and interest in and to the Service, Documentation, and other Phlo Intellectual Property Rights. Subject to the limited rights expressly granted under this Agreement, Phlo reserves all rights, title and interest in and to the Service, and Documentation, including all related Intellectual Property Rights. No rights are granted to you other than as expressly set forth in this Agreement.

3.2 Access to and Use of Content. You and your Affiliates have the right to access and use the Service and Documentation subject to the terms of this Agreement and the Documentation.

3.3 Restrictions. You shall not; (i) modify or copy the Service or create any derivative works based on the Service, (ii) modify or copy the Documentation or create any derivative works based on the Documentation, except for internal training purposes, (iii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted by this Agreement, (iv) reverse engineer or decompile any portion of the Service, including but not limited to, any software utilized by Phlo in the provision of the Service, (v) access the Service or Documentation in order to build any commercially available software product or service, or (vi) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation. In case if it has been found that the Customer/Subscriber has acted in breach of the above restrictions, Phlo shall have the right to raise objection, and file for damages in front of the Court.

3.4 Ownership of Subscriber Data. As between Phlo and you, you own your Subscriber Data.

3.5 License to Host Subscriber Data and Applications. You grant Phlo and its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, store, record, transmit, display, view or otherwise use Subscriber Data, as reasonably necessary for Phlo to provide the Service in accordance with this Agreement. Subject to the limited licenses granted in this Agreement to Phlo, Phlo acquires no right, title or interest from you or your licensors under this Agreement in or to any of Subscriber Data.

3.6 Subscriber Input. Phlo shall have a royaltyfree, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service any Subscriber Input. Phlo shall have no obligation to make Subscriber Input an Improvement. You shall have no obligation to provide Subscriber Input.

3.7 Aggregated Statistical Information. Phlo owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the "Aggregated Statistical Information"). Nothing in this Agreement shall be construed as prohibiting Phlo from utilizing the Aggregated Statistical Information for purposes of providing or improving the Service, benchmarking the Service performance, preparing statistics and system metrics, and marketing; provided however, that Phlo's use of Aggregated Statistical Information will not reveal your identity or your Personal Data to any third party.

3.8 Injunctive Relief. The Parties acknowledge that, in the event of a breach of any of the provisions of this Section 3, the non-breaching Party will not have an adequate remedy at law. The nonbreaching Party shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. The non-breaching Party's right to obtain injunctive relief shall not limit its right to seek further remedies.

4. Confidentiality.

4.1 Confidentiality. A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party's prior written permission.

4.2 Protection. Each Party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

4.3 Compelled Disclosure. A disclosure by one Party of Confidential Information of the other Party to the extent required by Law shall not be considered a breach of this Agreement, provided the Party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other Party wishes to contest the disclosure.

4.4 Remedies. If a Party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of the confidentiality protections described in this Agreement, the other Party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies are inadequate.

4.5 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other Party; (ii) was known to a Party prior to its disclosure by the other party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without breach of any obligation owed to the other Party; or (iv) is received from a third party without breach of any obligation owed to the other Party. Subscriber Data shall not be subject to the exclusions set forth in this Section 4.5.

5. Subscriber Data.

5.1 Privacy and Security. Phlo has taken reasonable actions, including encryption of Subscriber Data during transmission and firewalls, to ensure that Subscriber Data is disclosed only to Authorized Parties. However, you acknowledge that the Internet is an open system and Phlo cannot and does not warrant or guarantee that Subscriber Data will not be intercepted by third parties. Phlo disclaims any liability for interception of any Subscriber Data or electronic communications. Notwithstanding the first sentence in this Section 5.1, Phlo may disclose information you submitted to Phlo if required by law or in the event that Phlo, in good faith, believes disclosure is necessary to (i) comply with legal process (ii) protect the rights or property of Phlo, its Affiliates, licensors or others. Phlo does not sell or rent or disclose Personal Data to third parties for their marketing purposes without your explicit consent and Phlo only uses your information as described in the Privacy Statement. If you object to your information being used in the manner set forth in the Privacy Statement, you should discontinue use of the Service.

5.2 Subscriber Data Upon Termination. Upon termination of this Agreement, all Subscriber Data retained by Phlo in the system database files shall be made available to you upon request for a period of 60 days after the termination of this Agreement. Thereafter, all of Subscriber Data, if retained by Phlo in the system database files, shall be made available to you only upon remittance to Phlo of a reasonable fee to cover the servicing and handling of Subscriber Data.

5.3 Use of Subscriber Data. Notwithstanding Section 5.2, it is Phlo's practice to make backup copies of the Subscriber Data. You acknowledge and agree that Phlo may store and maintain Subscriber Data for such a period of time as it deems necessary. Subject to the terms and conditions of this Agreement, you grant Phlo a limited, nonexclusive, non-transferable license to copy, store, record, transmit, display, view, print, or otherwise use Subscriber Data to the extent necessary to perform the Service. Phlo agrees that it will not store and maintain Subscriber Data upon the termination of this Agreement.

5.4 Limitations on Use. Phlo shall maintain in confidence, and shall not disclose to any third party, Subscriber Data, and Phlo will not use Subscriber Data for any purposes other than the provision of the Service and as provided in Section 3.7 of this Agreement and Phlo's Privacy Statement.

5.5 Phlo Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by Phlo's breach of its security and/or privacy obligations under this Agreement, Phlo shall provide you notification as required by Law.

Notwithstanding the foregoing, or anything in the Agreement to the contrary, Phlo shall have no responsibility to pay costs of remediation that are due to reckless misconduct, gross negligence, willful misconduct and/or fraud by you or your employees, agents or contractors.

6. Limited Warranties; Disclaimer of Warranties.

6.1 Service Limited Warranty; Exclusive Remedy. Phlo warrants that the performance and functionality of the Service, in all material respects, meet the specifications set forth in the Documentation and shall comply with good industry practice. Phlo does not warrant that the Service will be error-free. Your sole and exclusive remedy for Phlo's breach of this limited warranty shall be that Phlo shall use commercially reasonable efforts to modify the Service to meet the performance and functionality specifications, in all material respects, described in the most current Documentation. Phlo shall have no obligation with respect to a warranty claim (i) unless notified of such claim within thirty (30) days of the first instance of any material performance and/or functionality issue, or (ii) if you fail to upgrade to a Supported Version of the Service, or (iii) if you fail to meet capacity or (iii) if the warranty claim is the result of a ThirdParty Application or a customization of the Service prepared by you or a third party. Any notice required to be sent pursuant to this Section 6.1 must be sent pursuant to Section 11.2

6.2 Service Level Limited Warranty; Exclusive Remedy. Phlo warrants that the Service will meet the regular service level. You agree that Phlo's system logs and other records shall be used for calculating any service level events.

6.3 No Virus Warranty. Phlo warrants that it will provide the Service free of Malicious Code. This warranty does not extend to your media files, alterations and customizations, Subscriber Data, or Third-Party Applications or third-party customizations.

6.4 Security, Data and Backup Warranty. Phlo warrants that Phlo will use commercially reasonable efforts to safeguard and accurately maintain Subscriber Data, consistent with Law, industry security standards and backup procedures. In the event of a breach of this Section 6.4, Phlo shall use commercially reasonable efforts to correct Subscriber Data or restore Subscriber Data as quickly as possible, but in any case, not to exceed three (3) business days. Phlo also warrants that it will comply with all applicable laws and regulations with respect to its obligations under this Agreement, including the Cybersecurity Requirements.

6.5 Warranty of Title. Phlo warrants that Phlo is the owner of the Service or otherwise has the right to provide the Service to you as set forth in this Agreement without violating any proprietary rights of any third parties.

6.6 Disclaimer. Except as provided in this Section 6, Phlo disclaims, to the extent authorized by law, any and all warranties, whether statutory, express or implied, including, without limitation, (i) warranties of merchantability, fitness for a particular purpose, or workmanlike effort; (ii) warranties arising through course of dealings or usage of trade; and (iii) warranties that the Service will be error free. Without limiting the foregoing, Phlo expressly disclaims any warranty that the Service will meet your requirements. You assume responsibility for selecting the Service to achieve your intended results, and for the results obtained from your use of the Service. This disclaimer applies to any expenses, damages or injury, regardless of the cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action.

6.7 No Other Warranties. No advice or information provided by Phlo shall create any warranty.

7. Limitation of Liability.

7.1 Limitation of Liability. Save for any liability for death or personal injury caused by the negligence of a Party, or for fraud or fraudulent misrepresentation, in no event shall either Party be liable to the other or any other party for any indirect, incidental, consequential, special, exemplary, or punitive damages (including damages for business profits, business interruption, loss of business information or similar losses), even if advised of the possibility of such damages. This limitation on liability set forth in this Section 7.1 is independent of your exclusive remedy and survives in the event such remedy is deemed unenforceable.

7.2 Limitation on Damages. Phlo's cumulative liability to you, your Affiliates, or any other party related to you for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement shall be limited to the amount of subscription service fees for the Service for 6 (six) months, aggregate for all occurrences. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, negligence, strict liability, and other torts.

7.3 Application of Limitations. All limitations on liability, damages and claims are intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.

7.4 No Third-Party Representations or warranties. No third party is authorized by Phlo to make any representation or warranty to you regarding the Service.

8. Indemnification.

8.1 By Phlo. Phlo will, at its expense, indemnify and hold you, Employees, and Authorized Parties harmless against any claims made by an unaffiliated third party that the Service infringes its Intellectual Property Rights; provided (i) you notify Phlo, in writing, not later than 20 business days after you receive notice of the claim, (ii) you give Phlo sole control of the defense and any settlement negotiations, and (iii) you cooperate with Phlo in defending against or settling the claim. Phlo's obligation of indemnification will not apply to the extent that the claim is based on (a) your and/or your Affiliates' use of the Service after Phlo notifies you to discontinue use due to such a claim, (b) your combining the Service with non-Phlo service, product, data or business process including third party add-ons or programs, (c) damages attributable to the value of the use of a non-Phlo service, product, data or business process, (d) your altering or modifying the Service, including any modifications by third parties, or (e) your use of the Service in violation of this Agreement. You will reimburse Phlo for any reasonable costs or damages that result from these actions. If Phlo receives information concerning an infringement or misappropriation claim related to the Service, Phlo may, at its expense and without obligation to do so, either (y) procure for you the right to continue to use the Service, or (z) modify the Service with a functional equivalent, to make it non-infringing. If, as a result of an infringement or misappropriation claim, your use of the Service is enjoined by a court of competent jurisdiction, Phlo will, at its option, either procure the right to continue its use, replace it with a functional equivalent, modify it to make it non-infringing, or refund the Subscription Service Fees paid and terminate this Agreement. This Section 8.1 constitutes your exclusive remedy for third party infringement and trade secret misappropriation claims.

8.2 By Subscriber. You shall indemnify, defend and hold harmless Phlo from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys' fees) incurred by Phlo in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates' use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You understand that you are solely responsible for the information you enter while completing your declaration using tradePhlo and Phlo shall not be held responsible for any such errors in the customs declarations made by you. You shall cooperate as fully as reasonably required in the defense of any claim. Phlo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Phlo.

9. Third Party Applications.

9.1 No Warranty of Third-Party Applications. Phlo does not warrant any Third-Party Application regardless of who you may purchase or license the application from.

9.2 Use of Third-Party Application. Any agreement for use by you of a Third-Party Application is solely between you and the applicable third-party provider. You may not use a Third-Party Application to enter and/or submit transactions to be processed and/or stored in the Service, unless you have procured the applicable license or subscription to do so.

9.3 No Obligation as to Third Party Application. Phlo is not responsible for any aspect of a Third-Party Application that you may purchase, license, subscribe to or connect to through the Service, or any interoperation or other information related to the foregoing. If you install or enable a Third-Party Application for use with Service, you agree that Phlo may enable such third-party provider to access Subscriber Data for the interoperation of such ThirdParty Application with the Service. Phlo is not responsible for any exchange of data or other interaction between you and a third-party provider of the Third-Party Application. Any such exchange or interaction is solely between you and such third-party provider and is subject to a separate privacy policy or other terms governing your access to or use of the Third-Party Application. Phlo shall not be responsible for any disclosure, modification, corruption or deletion of Subscriber Data resulting from any such access by a Third-Party Application for third party providers.

10. Term; Suspension of the Service; Termination.

10.1 Term of Agreement. The term of this agreement shall begin from the date of Subscription Confirmation Statement and shall continue until terminated by one of the parties. It is your responsibility to contact Phlo regarding any potential expiration that you deem inappropriate. Phlo is not liable for any damages or costs incurred in connection with expiration of the Service.

10.2 Suspension of the Service. Phlo reserves the right to suspend your and your Affiliates' access to and /or use of the Service: (a) if any payment for the Service is due but unpaid but only after Phlo has provided you with at least 15 days' prior written notice, or (b) if Phlo reasonably determines that your use of the Service is being used to engage in denial-of-service attacks, spamming, or illegal activity, and/or your use of the Service is causing immediate, material and ongoing harm to Phlo or others (c) if it has been found that the Customer tries to bypass the limit of declarations through unfair means. Phlo shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this section. Any suspension pursuant to this Section shall not relieve you of your obligation to make payments for the Service.

10.3 Termination due to material breach. Either Party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other Party of a material breach by the other party if such breach remains uncured at the expiration of such notice period, or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Phlo may terminate this Agreement upon fifteen (15) days prior written notice to you if you fail to pay the Subscription Service Fees and do not cure such failure within the 15-day notice period.

10.4 Termination without any material breach. Either party may terminate this agreement upon ninety (90) days prior written notice to the other party.

10.5 Effect of Termination. Upon any termination of this Agreement, you shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the Service and Phlo Confidential Information. Termination for any reason shall not relieve you of the obligation to pay any Subscription Service Fees accrued or due and payable prior to the effective date of termination, and termination for any reason other than for uncured material breach by Phlo shall not relieve you of the obligation to pay all future amounts due.

10.6 Surviving Provisions. The following provisions of this Agreement shall survive the termination of this Agreement; Sections 3.1, 3.3, 3.4, 3.6, 3.7, 4, 5, 6, 7, 8, 9.1, 10.4, 10.5, and 12.

11. Fees and Payments

11.1 The Customer shall be charged as per the charges mentioned in the Subscription Confirmation Statement for the Services provided by tradePhlo. This amount shall be paid by the Customer as per the payment schedule agreed upon in the Subscription Confirmation Statement.

11.2 The fee mentioned in 11.1 is applicable owing to the fact that the Customer uses the services provided by Phlo only for internal usage and does not perform any actions, activities or transactions related to a third party unless agreed otherwise between both the parties.

11.3 If the Customer exceeds the limit of number of declarations permitted as per the chosen plan, the Customer shall upgrade to a higher plan within 15 days of such instance of exceeding the limit. TradePhlo has the right to terminate any free services it provides with an immediate notice.

11.4 In the event Customer fails to pay all or any portion of an invoice on or before thirty (30) days after the date it becomes due, then without limiting Phlo’s rights or remedies, (a) those charges may accrue late interest at the rate of 5% per month on the pending payment. In case the Customer is unable to make the payment due to genuine reasons, he may inform Phlo regarding the same within 7 days from the date it becomes due, and if the reasons are found to be valid, upon confirmation from Phlo, the interest will cease to exist for the Customer for the duration as agreed upon by the Parties. Customer is not disputing the invoice, in addition to all other remedies Phlo has under this Agreement or otherwise, Phlo shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Customer of its obligation to pay its outstanding invoices, including any applicable late charges.

11.5 tradePhlo reserves the right to review and revise the subscription prices at regular intervals which shall be made available on the tradePhlo website. It is the customer’s responsibility to stay up to date with the prices when reviewed and revised.

12. General Provisions.

12.1. Additional Products and Services. You acknowledge that other agreements shall apply if other Phlo products or services are ordered or activated.

12.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

12.3 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right or any other right.

12.4 Force Majeure. Except for your payment obligations, neither Party shall be liable for any failure or delay in performance under this Agreement for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Phlo or your employees, respectively). Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

12.5 Assignment. Neither Party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other Party (which consent shall not be unreasonably withheld). 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 so long as the assignee agrees to be bound by all of the terms of this Agreement and all past due Subscription Service Fees are paid in full. Any attempt by a Party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.6 Governing Law. This Agreement, as well as rights and obligations arising from or in connection with it, shall be governed by the laws of England and Wales without regard to the choice of law rules.

12.7 Jurisdiction. You and Phlo hereby submit generally, unconditionally and exclusively to the jurisdiction of England and Wales courts to decide any disputes(s) regarding the rights and obligations arising out of this Agreement.

12.8 Use of Subscriber's Name. Unless you provide Phlo with written notice to the contrary, you give Phlo the right to use your name in print, on-line, and in other multimedia advertising and marketing materials for the purpose of disclosing you are a customer of Phlo.

12.9 Modification of Terms. Phlo reserves the right from time to time to modify the terms under which the Service is provided to its subscribers, including you, and as a result to modify the terms and conditions of this Agreement. If Phlo makes a material change to any of the terms of this Agreement, then Phlo will notify you by either sending an email to the notification email address or by mail to the mailing address which has been provided to Phlo. If you do not agree to the change, you must notify Phlo in writing within thirty (30) days after receiving notice of the change. 12.10 Notices; Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or airmail, or e-mail (confirmed by first class mail or airmail), to the relevant email address set out below. The relevant contact information for the tradePhlo is as follows:

i. Phlo: saurabh.goyal@phlo.io

12.11 Data Protection. Where the provision of the Services requires the sharing or processing of personal data the Parties shall at all times comply with any and all relevant data protection laws and regulations which are currently in force or which may from time to time be enforced including but not limited to the Data Protection Act 2018 and the General Data Protection Regulation (GDPR) and any other act of parliament, regulation, order, statute, subordinate legislation, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the processing and storing of any and all personal data of individuals and shall ensure that such personal information is held securely and only lawfully disclosed.

12.12 Miscellaneous. These terms, including all schedules and exhibits to these terms constitutes the entire agreement between the Customer and tradePhlo with respect to the subject matter of these terms. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as provided in Section 12.12, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these terms shall remain in effect.

All the terms and conditions are implied to be read and accepted by the Customer before subscribing to the products and services provided by tradePhlo.