TERMS OF SERVICE

INTRODUCTION

The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided on tradeshift.com (the “Site”). Please read the Terms of Service and make sure you understand them. If you use the services (as defined at Clause 1 below), you will be deemed to have accepted the Terms of Service. If you do not agree with any of the Terms of Service, please refrain from using the services available on our Site.

PARTIES

The Service is run by Tradeshift Inc. (“Tradeshift”, “we” or “us”). Our registered Federal Tax Identification Number is 98-1023485 and our registered address is 98-1023485 and our registered address is 500 3rd Street, Suite 210, San Francisco, CA 94107, USA. We make certain software applications and platforms available to customers on our Site for the purposes of providing a business network and support the exchange of business documents between each other. Certain services may be provided by our sub-contractors acting on our behalf.

If you are using the services (as defined at Clause 1 below) on behalf of a company or other legal entity (“you” and “your”), you represent that you have the authority to bind such entity and its affiliates to the Terms of Service. You represent that you are using the Service in the course of business, and not as a private individual or consumer.

IT IS AGREED as follows:-

1. INTERPRETATION

   1. The definitions and rules of interpretation in this clause apply in the Terms of Service.
      

      “Acknowledgement of receipt”	The acknowledgement of receipt of an EDI Message is the procedure by which, on receipt of the EDI Message, the syntax and semantics are checked, and a corresponding acknowledgement is sent by the receiver.
      “Authorised Users”	means those employees, agents and independent contractors connected to you who are authorised by you to use the Services and the Documentation.
      “Business Day”	means any day which is not a Saturday, Sunday or public holiday in the UK.
      “Customer Data”	means the invoice details or other information inputted by you, the Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
      “Documentation”	means the document made available to you by us online via the Site or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.
      “EDI”	Electronic data interchange is the electronic transfer, from computer to computer, of commercial and administrative data using an agreed standard to structure an EDI Message.
      “EDI Message”	An EDI Message consists of a set of segments, structured using an agreed standard, prepared in a computer readable format and capable of being automatically and unambiguously processed.
      “Services”	means the services described in Clause 3.1 of the Terms of Service.
      “Standard”	Set of internationally agreed standards, directories and guidelines for the electronic interchange of structured data, and in particular, interchange related to trade in goods and services, between independent computerised information systems.
      “Software”	means the online software applications provided by us as part of the Services.
      “Virus”	means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

   2. Clause, schedule and paragraph headings shall not affect the interpretation of the Terms of Service.
   3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person\’s legal and personal representatives, successors or permitted assigns.
   4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
   5. Words in the singular shall include the plural and vice versa.
   6. A reference to one gender shall include a reference to the other genders.
   7. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
   8. A reference to writing or written includes faxes but not e-mail.
   9. References to clauses and schedules are to the clauses and schedules of the Terms of Service; references to paragraphs are to paragraphs of the relevant schedule to the Terms of Service.

2. USE OF THE SERVICE

   1. Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a non-exclusive, non-transferable right to use the Service solely for your internal business operations.
   2. You shall not, and shall not permit the Authorised Users, to access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
      1. are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      2. facilitate illegal activity;
      3. depict sexually explicit images;
      4. promote unlawful violence;
      5. are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
      6. cause damage or injury to any person or property.
   3. You shall not, and shall not permit the Authorised Users to:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
         1. and except to the extent expressly permitted under the Terms of Service, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
         2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
      2. access all or any part of the Services in order to build a product or service which competes with the Services; or
      3. use the Services to provide services to third parties, except where explicitly indicated on the Site; or
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except you or the Authorised Users, or
      5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2.
   4. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
   5. We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service.

3. SERVICES

   1. Subject to your compliance with the Terms of Service, we will provide the following services to you:
      1. access to the Software through the Site;
      2. the business network and electronic business documents including an electronic invoicing system, and other tools and services provided through the Site and by our application programming interface (“API”) made available via the Site;
      3. all software, data, text, images, sounds, video and content made available through the Site, or developed via our API (the “Content”);
      4. additional applications developed by us or third parties and made available through the Tradeshift App Marketplace (“Additional Services”); and
      5. any new features added to or augmenting the Service.
   2. You acknowledge that we may charge a fee for your use of the above features (e.g. Additional Services) if those features are advertised on the Site as available for purchase (the “Paid Services”) and such fees will be charged in accordance with Clause 9.
   3. We will use our reasonable endeavors to publish on the Site or notify you about any planned downtime of the Services, and will use reasonable endeavors to contact you directly via email to warn you prior to suspension or termination of your account on the Site.

4. EDI TERMS GOVERNING THE USE OF ELECTRONIC INVOICES AND EXCHANGE OF OTHER BUSINESS DOCUMENTS

   1. EDI messages
      1. You agree to comply with the following EDI terms set out in this Clause 4 (the “EDI Terms”). The EDI Terms apply between you and other users of Tradeshift when you accept a network connection from or invite a network connection with a user (you and the relevant user are hereby referred to as the “EDI Parties” or “EDI Party” as applicable), and between Tradeshift where stated. The EDI Terms are applicable to and apply between the EDI Parties as relevant for the duration of your use of the Services. Where you send an invoice or other EDI Message to a user with whom you are not connected on Tradeshift, these EDI Terms shall not apply.
      2. The EDI parties agree to issue and receive invoices and/or other business documents by the use of EDI through the Site and subject to the technical and functional specifications of the Site as published by Tradeshift from time to time, including as varied by Tradeshift giving notice to either party. In case of electronic invoice, the receiver shall notify the sender whether it intends to receive the original tax invoice or a summary invoice in paper format in addition to receiving invoice data through Tradeshift.
   2. Consistency with national laws
      1. Each party shall ensure that the use of Tradeshift to exchange EDI Messages is not inconsistent with the law of its own respective country, the application of which could restrict the use of Tradeshift or the content of an EDI Message, and shall take all necessary measures to inform without delay the other party of such an inconsistency. Tradeshift makes no representation or warranty that the use of these EDI Terms will ensure that invoices by the EDI Parties shall be deemed by the relevant tax authority to be correctly issued VAT invoices.
   3. Admissibility in evidence of EDI Messages
      1. To the extent permitted by any national law which may apply, the parties hereby agree that in the event of dispute, the records of EDI Messages, taken from the Site, shall be admissible before the courts and shall constitute evidence of the facts contained therein unless evidence to the contrary is adduced.
   4. Obligations of the EDI Parties
      1. The EDI Parties undertake to implement and maintain security procedures and measures in order to ensure the integrity of its access to the Site and its Tradeshift account to guard against the risks of unauthorized access, alteration, delay, destruction or loss.
   5. Confidentiality
      1. The EDI parties shall ensure that EDI Messages containing information specified to be confidential by the sender or agreed mutually to be confidential between the parties, are maintained in confidence and are not disclosed or transmitted to any unauthorised persons nor used for any purposes other that those intended by the parties.
      2. When authorised, further transmission of such confidential information shall be subject to the same degree of confidentiality.
   6. Public domain
      1. EDI Messages shall not be regarded as containing confidential information to the extent that such information is in the public domain.
   7. Personal data protection
      1. Where EDI Messages, which include personal data, are sent or received in countries where no data protection law is in force each party agrees as a minimum standard, to apply the provisions of Clause 4.5.
   8. Storage of Data
      1. A complete and chronological record of all EDI Messages exchanged by the EDI Parties in the course of a trade transaction shall be stored by each party on, unaltered and securely, in accordance with the time limits and specifications prescribed by the legislative requirements of its own national law, and, in any event, for a minimum of three years following the completion of the transaction. Such data may be stored either by Tradeshift (or our sub-contractors) or where the EDI Party has requested that Tradeshift delete such data or has otherwise terminated its relationship with Tradeshift, by the EDI Party itself.
      2. Unless otherwise provided by national laws, EDI Messages shall be stored by the sender in the transmitted format and by the receiver in the format in which they are received.
      3. The EDI Parties shall ensure that electronic or computer records of the EDI Messages shall be readily accessible, are capable of being reproduced in a human readable form and of being printed, if required.
   9. Exclusion of liability
      1. Neither of the EDI Parties shall be liable for any special, indirect or consequential damages caused by a failure to perform its obligations contained in and relating to the EDI Terms.
   10. Force majeure
       1. The EDI Parties shall not be liable for any loss or damage suffered by the other party caused by any delay or failure to perform in accordance with the provisions of the EDI Terms, where such delay or failure is caused by an impediment beyond that party\’s reasonable control and which could not reasonably be expected to be taken into account at the time of conclusion of the EDI Terms or the consequences of which could not be avoided or overcome.
   11. Modifications
       1. The EDI Parties may agree, where required, additional or alternative provisions to the EDI Terms, such provisions to be agreed in writing by the EDI Parties, provided such provisions do not conflict with the exchange of EDI Messages through the Site.
   12. Termination
       1. Any EDI Party may terminate the relationship with the other EDI Party governed by the EDI Terms by giving written notice to the other party. Termination of the relationship governed by the EDI Terms shall only affect transactions after that date.
       2. The EDI Terms will terminate immediately upon the termination of these Terms of Service, as between Tradeshift and either EDI Party.
       3. Notwithstanding termination for any reason, the rights and obligations of the EDI Parties shall survive the termination in relation to any matter arising prior to the termination and any obligations which, by their nature, shall survive the termination including without limitation the provisions of Clause 4 which by their nature are intended to survive beyond the period covered by the EDI Terms.

5. DATA AND PRIVACY

   1. You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   2. We will arrange for the storage of the Customer Data until you delete your profile. Please note that if Customer Data is EDI Data for the purposes of clause 4, you have an obligation under the EDI Terms to store it for 3 years from the date of the relevant transaction.You may have additional obligations to maintain invoices (in electronic or paper format) under local laws or regulations.
   3. Upon cancellation or termination of the Services, all of the Customer Data will be deleted from our records. If you would like us to provide you with the most recent back-up of the Customer Data, you should contact us within 10 Business Days of the date of cancellation or termination and, subject to your compliance with the Terms of Service, we shall endeavor to deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.
   4. You shall pay all reasonable expenses incurred by us in disposing of any Customer Data in a manner inconsistent with our standard practice for the disposal of data.
   5. When you set up a profile on our Site, by default the profile and the company information you provide us with, including, but not limited to, your company name, company description, company identifiers, tax identifiers, company address information, country information will be publicly available on the Site. Consequently, it will be possible for any user on the Site to view your profile and contact you or (if you have agreed to exchange business documents (e.g. invoices) with that user) send you an invoice or another business document via the Site. If you do not wish your profile to be publicly available, please log-in to the Site, select “settings” from the top menu and go to “public profile” and hit the “Disable public profile” button.
   6. You accept that the technical processing and transmission of the Service and the Customer Data may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.
   7. We will, in providing the Services, comply with our privacy policy relating to the privacy and security of the Customer Data available on the Site or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.
   8. If we process any personal data on your behalf when providing the Services under the Terms of Service, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:
      1. you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorised Users are located in order to carry out the Services under the Terms of Service;
      2. in the case of users located within the EEA, you acknowledge and agree that the personal data may be transferred or stored outside the EEA in order to carry out the Services under the Terms of Service;
      3. you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Terms of Service on your behalf;
      4. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
      5. we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions reasonably given by you from time to time; and
      6. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
   9. We undertake that:
      1. no change will be made to the substantive data content of an EDI Message when transmitted by us; and
      2. EDI Messages shall not be disclosed to any unauthorised person.
   10. We may obtain information about your general internet usage by using a cookie file which is stored on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer\’s hard drive. They help us to improve our site and to deliver a better and more personalised service, for example by remembering your login details. Some of the cookies we use are essential for the Site to operate. By registering with our Site, you agree to our use of cookies. [For more information on our use of Cookies click here].

6. THIRD PARTY PROVIDERS

   1. You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. DISCLAIMER OF WARRANTIES

   1. The Services, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.
   2. We do not warrant that your use of the Services will be uninterrupted, virus-free or error-free; nor that the Services, Documentation and/or the information obtained by you through the Services will meet you requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. The Terms of Service shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Terms of Service.

8. YOUR OBLIGATIONS

   1. You shall:
      1. comply with all applicable laws and regulations with respect to your activities under the Terms of Service; and
      2. ensure that the Authorised Users use the Services and the Documentation in accordance with the Terms of Service.

9. CHARGES AND PAYMENT

   1. Some Services are currently made available for free and therefore we shall not charge you for your use of the Services. We reserve the right to charge you for any part of the Services that we subsequently decide to charge for provided that we have given you reasonable notice of such charges and you continue to use the relevant feature of the Services.
   2. You may have to pay for the Additional Services on the terms set out in this clause and as set out on our Site. Where fees are payable, please refer to our Site for details of the fees payable for the Additional Service (the “Subscription Fees”) and the term of the subscription (“Subscription Period”). Certain Additional Services may be provided by third parties and the provision of such Additional Services may be subject to further terms.
   3. In order to purchase paid-for Additional Services (“Paid Services”) you must provide us with valid, up-to-date and complete credit card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, you hereby authorise us to bill such credit card:
      1. on or as soon as practicable after date you order the Paid Service (the “Effective Date”) for the Subscription Fees payable in respect of the initial term of the Paid Service (“Initial Subscription Term”); and
      2. subject to your rights to terminate the Additional Services, at the end of each Subscription Period for the Subscription Fees payable in respect of the next Subscription Period;
   4. If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:
      1. we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
      2. interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
   5. All amounts and fees stated or referred to in this Agreement:
      1. shall be payable in the currency stated on the Site;
      2. are non-cancellable and non-refundable;
      3. are exclusive of value added tax, which shall be added to the our invoice(s) at the appropriate rate.
   6. We shall be entitled to increase the Subscription Fees upon 30 days\’ prior notice to you.

10. INTELLECTUAL PROPERTY RIGHTS

    1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
    2. You grant to us a royalty free irrevocable worldwide right and non exclusive licence to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display and sub licence through multiple tiers of sub licencees the materials and content supplied under this Agreement and any other Intellectual Property Rights necessary and/or desirable in our reasonable opinion to provide the Services through the Site and/or via any other form, media or technology for as long and as otherwise necessary to enable us to perform our obligations under this Agreement. Furthermore you agree that we may use your company name and/or logo in our marketing and publicity material as examples of current users of the Site unless you choose to opt-out by changing your settings on the Site or notifying us by email at info@tradeshift.com

11. LIMITATION OF LIABILITY

    1. This Clause 11 sets out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
       1. any breach of the Terms of Service;
       2. any use made by the you of the Services and Documentation or any part of them; and
       3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Terms of Service.
    2. You assume sole responsibility for results obtained from the use of the Services and the Documentation by you or an Authorised User, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.
    3. Nothing in the Terms of Service exclude our liability:
       1. for death or personal injury caused by our negligence; or
       2. for fraud or fraudulent misrepresentation.
    4. Subject to Clause 11.3:
       1. we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Terms of Service;
       2. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid to us during the 12 months immediately preceding the date on which the claim arose.

12. FORCE MAJEURE

    1. We shall have no liability to you under the Terms of Service if we are prevented from or delayed in performing our obligations under the Terms of Service, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of we or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

13. TERMINATION

    1. You are responsible for cancelling your account on our Site. The account owner (as defined in the sign-up procedure) can cancel the account at any time via the dashboard on the Site.
    2. We are entitled to terminate your account as set out in Clause 2.5.
    3. On termination of the Terms of Service for any reason:
       1. all licences granted under the Terms of Service shall immediately terminate; and
       2. we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause 5; and
       3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14. WAIVER

    1. A waiver of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Terms of Service are cumulative and do not exclude rights provided by law.

15. SEVERANCE

    1. If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
    2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. ENTIRE AGREEMENT

    1. The Terms of Service, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
    2. Each of the parties acknowledges and agrees that in entering into the Terms of Service it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Terms of Service or not) relating to the subject matter of the Terms of Service, other than as expressly set out in the Terms of Service.

17. NOTICES

    1. Any notice required to be given under this agreement shall be in writing and shall be delivered via the Site or by hand or sent by pre-paid first-class post or recorded delivery post to the registered office of the other party.
    2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent via the Site shall be deemed to have been received at the time of transmission.

18. ASSIGNMENT

    1. You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Terms of Service.
    2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Terms of Service.

19. NO PARTNERSHIP OR AGENCY

    1. Nothing in the Terms of Service is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. THIRD PARTY RIGHTS

    1. Except as provided in Clause 4, the Terms of Service do not confer any rights on any person or party (other than the parties to the Terms of Service and the EDI Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21. CONFLICT

    1. If there is an inconsistency between any of the provisions of the Terms of Service and the EDI Terms, the provisions of the EDI Terms shall prevail.

22. GOVERNING LAW AND JURISDICTION

    1. Without prejudice to any mandatory national law which may apply to the EDI Parties regarding recording and storage of EDI Messages or confidentiality and protection of personal data, the Terms of Service (including the EDI Terms) and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
    2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Terms of Service (including the EDI Terms) or its subject matter or formation (including non-contractual disputes or claims).

23. Export Controls

    1. As a U.S. Company, Tradeshift is subject to U.S. export and reexport control laws and regulations, including economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”). Through the use of our product, you represent that you are (1) not located in Cuba, Iran, North Korea, Sudan, or Syria, and (2) not a denied party as specified in the relevant regulations. Additionally, you agree not to send EDI, or any other information, to (1) Cuba, Iran, North Korea, Sudan, or Syria, or (2) a denied party as specified in the relevant regulations. You also agree to comply with all applicable export and reexport control laws and regulations, including economic sanctions maintained by OFAC.
    2. [Licensee] agrees to indemnify, to the fullest extent permitted by law, Tradeshift from and against any fines or penalties that may arise as a result of [Licensee’s] breach of this provision. This export control clause shall survive termination or cancellation of this Agreement’