SWIFTNet Business Connect Agreement

This SWIFTNet Business Connect Agreement ("Business Connect Agreement") is subject to and incorporates by reference the provisions of the Terms and Conditions For Online Cloud Services (the "Terms"). Capitalized terms not otherwise defined in this Business Connect Agreement will have the meanings set forth in the Terms.

I. BACKGROUND

Customer uses the SaaS Services, through which it manages and deals with all or part of its cash flow operations, payments, collections and communication with banks. Customer wishes to have access to Kyriba's integrated offering based on Society for Worldwide Financial Telecommunication SCRL's ("SWIFT") SWIFTNet Business Connect solution (the "Business Connect Services").

II. CUSTOMER'S REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that it has read, understands and agrees to the SWIFT Policy for End Users of Enablers, available under www.kyriba.com/contract (the "SWIFT Policy for End Users of Enablers"), which is incorporated by reference into this Agreement.

Customer further represents and warrants that:

(i) it is and remains a duly registered SWIFT user;

(ii) it shall comply with all rules and obligations established by SWIFT that are applicable to registered SWIFT users;

(iii) it shall use the Business Connect Services in accordance with the SWIFT Policy for End Users of Enablers, as may be amended from time to time by SWIFT;

(iv) it grants to Kyriba all necessary authority and capacity to represent Customer in connection with any communications or matters with SWIFT regarding the Business Connect Services.

The parties acknowledge and agree that the performance of this Business Connect Agreement is subject to the SWIFT Policy for End Users of Enablers. The parties acknowledge that modifications to the technical parameters and the electronic mail services may be requested by SWIFT. The parties therefore undertake to work together in good faith and in a reasonable manner before any modification is implemented. Customer has obtained the approval from SWIFT to enter into this Business Connect Agreement.

III. CONTENT OF THE OFFER

The Business Connect Services include: Access to SWIFTNet (SWIFT's advanced IP-based messaging platform) for Corporate Network for the purpose of transmitting supported bank messages via Kyriba's SWIFTNet Business Connect Gateway.

IV. FEES SETTING

Kyriba shall bill to Customer the following fees:

• SWIFT Business Connect Subscription.

Recurring Subscription Fees are invoiced to Kyriba monthly and are subject to change by SWIFT based on their assessment of Customer’s SWIFTNet Traffic. Customer will be billed Business Connect subscription fees invoiced to Kyriba quarterly in arrears without mark-up.

• SWIFTNet Traffic Costs. 

Fees are invoiced to Kyriba monthly and Customer will be billed quarterly in arrears without mark-up.

• SWIFTNet Setup Fees.

Fees are detailed in the One-Time Setup Fees section of the applicable Order Schedule and are due immediately upon signature.

Fees listed in the Summary of SaaS Services Description are estimated based on Customer's proposed SWIFT message activity.

Customer acknowledges, understands and agrees that SWIFT Business Connect Subscription and SWIFTNet Traffic Costs are managed by SWIFT and are subject to change.

V. FORCE MAJEURE

Except with respect to payment obligations under this Business Connect Agreement, in no event shall any party be responsible or liable due to delays or failure in the supply of the Business Connect Services due to a force majeure event, under the definition normally retained in case law by the courts having jurisdiction, and in particular, due to any unavoidable event which is external to the parties, for example:

- failure in electricity supply,

- administrative or legislative interventions,

- technical, administrative or other contingencies regarding the transmission lines and networks,

- war or threats of war, terrorism, sabotage, riots, external strikes, fires, floods,

- Internet disturbances or delays or failures due to Internet access connections,

- any failure by SWIFT.

In such a case, each of the parties shall, as soon as possible, inform the other party of a Force Majeure Event and cooperate in good faith to propose a workaround.

VI. SUSPENSION OF THE SERVICE IN EXCEPTIONAL CASES

In order to maintain the security and integrity of the systems, Customer agrees that Kyriba may, in exceptional cases, suspend performance of the Business Connect Services upon notice to Customer to the extent such notice is commercially feasible. By "exceptional cases", the parties refer, in particular but not limited to:

- discontinuation by SWIFT of the SWIFTNet Business Connect solution;

- bankruptcy, moratorium, receivership, liquidation of any kind of composition between the debtor and creditor, or any circumstances likely to affect substantially one party's ability to carry out its obligations under this Business Connect Agreement;

- loss of Kyriba of its SWIFT Partner status;

- loss by Kyriba of its application certification in accordance with the SWIFT Certified Application Program;

- acts of piracy or illegal, fraudulent or malicious acts.

Should performance of the Business Connect Services remain suspended 30 calendar days after notification of such suspension, this Business Connect Agreement may be terminated by the affected party by way of a recorded delivery letter, with acknowledgement of receipt, sent by the affected party to the other party.

VII. SETTLEMENT OF INCIDENTS

Should any failure be noticed in the technical functioning, each of the parties undertakes to inform the other as soon as possible, to facilitate research into its causes, and to work with the other party to remedy the issue.

VIII. INTEGRALITY OF THE AGREEMENT

This Business Connect Agreement and the Terms constitute the parties' full and exclusive agreement with respect to the subject matter hereof. Any amendment shall only be made upon a written instrument duly signed by the parties.