By accepting these Terms, the Client represents and warrants that it is duly authorised to enter into this agreement.

By ordering and using Rapid Pace CRM, the Client agrees to be bound by all the terms and conditions herein provided, as well as the Data Protection Agreement, the Service Level Agreement, and the Order Form.

Now, therefore, the Client and Rapid Pace CRM hereby agree to the terms and conditions hereinafter provided:

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms, the following capitalised words shall have the meaning outlined below:

“Active/s” or “Active Player”

means any Customer that has made a real money transaction in the given calendar month and has been processed by a Rapid Pace CRM Instance licensed by the Client.

“Advance Payment”

means the advance payments payable by the Client to Rapid Pace CRM in terms of the Order Form.

“Agreement”

means these Terms together with the Order Form, the Data Protection Agreement and the Service Level Agreement, including any preamble, schedules, annexes and amendments thereto.

“Applicable Law”

means, in relation to a Party, any law, regulatory directive, order, rule, binding guidance, judgement, decree, permit, licence or any other requirement of a Competent Authority of the territory in which the Client and/or Rapid Pace CRM is established and/or where the Client shall carry on its Business.

“Business”

means the Client’s business.

“Client”

means the company whose name is stated in the Order Form.

“Client System”

means the system used by the Client for its Business operations on which Rapid Pace CRM shall be integrated.

“Competent Authority”

means any national, supranational, regulatory, governmental, judicial or administrative body, agency or authority having jurisdiction over a Party or the subject matter of these Terms.

“Confidential Information”

means any and all information of a confidential or proprietary nature, in whatever form, disclosed by or on behalf of one Party to the other Party before or during the Engagement, including, without limitation, the content of the Agreement (including the Order Form), business plans, financial information, pricing, technical information, source code, product roadmaps, Customer data, know-how and trade secrets, whether or not marked as confidential, but excluding information which: (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully in the Receiving Party’s possession before disclosure; (c) is lawfully received from a third party free of any obligation of confidence; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

“Customer”

means a customer of the Client’s Business.

“Data Protection Agreement” or “DPA”

means the data protection agreement entered into between the Parties which forms part of the Agreement.

“Data Protection Regulations” or “GDPR”

means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC; and/or the relevant data protection legislation and regulations applicable within the relevant territory in which the Services are being provided.

“Derivative Work”

means: (a) for copyrightable or copyrighted material, a work that is based upon one or more pre-existing works, such as a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form in which such a pre-existing work may be recast, transformed or adapted, and that, if prepared without authorisation by the owner of the pre-existing work, would constitute copyright infringement; (b) for patentable or patented material, any adaptation, addition, improvement or combination based on a pre-existing work; and (c) for material subject to trade secret protection or confidentiality obligations, any new material, information or data derived from such existing trade secret material or Confidential Information, including new material which may be protected by copyright, patent, trade secret or other proprietary rights.

“Disclosing Party”

means the Party who is disclosing Confidential Information to the Receiving Party.

“Effective Date”

means the date stated in the Order Form as being the Effective Date, which is the date when these Terms come into force.

“Engagement”

means the business relationship established between the Parties as a result of the acceptance of this Agreement.

“Event of Default”

means failure to make the payment of any Fee and interest when due.

“Fees”

means the payments by the Client to Rapid Pace CRM as described in the Order Form, including but not limited to the One-off Fees, the Monthly Fees, the Optional Fees (including any Screening Fees) and any other fees for the Licence granted and Services provided under these Terms.

“Group Company”

means the Client’s holding company, sister companies, and subsidiaries.

“Hosting Package”

means the hosting services (if any) purchased by the Client as identified in the Order Form.

“Initial Term”

has the meaning provided in the Order Form.

“Instance” or “Rapid Pace CRM Instance”

means the Licence and Support Package, of a single and independently configured copy of the Rapid Pace CRM platform, that can be used for one or multiple brands of the Client.

“Integration Environment”

means the integration environment covering all customisations, capabilities and functionality included in Rapid Pace CRM and relevant documentation on how to utilise the same.

“Integration Plan”

means a scope of work and project plan to satisfy the Client’s business requirements with Rapid Pace CRM, including but not limited to relevant project phases, breakdown of tasks, task owners, and associated deadlines.

“Intellectual Property Rights”

means any and all property rights, including but not limited to trademarks, copyright, patents, designs, know-how, trade secrets, exclusive exploitation rights, database rights, moral rights, algorithms and inventions, whether existing now or in the future, whether registered or not, whether registrable or not, in any jurisdiction, and all associated goodwill.

“Launch Date”

means the Monthly Fee Start Date defined in the Order Form or the date upon which the Client makes use of the Rapid Pace CRM Instance operationally in a production environment, whichever happens first.

“Licence”

means the licence to use Rapid Pace CRM granted by Rapid Pace CRM to the Client under these Terms.

“Maintenance Services”

has the meaning given in the SLA.

“Material Breach”

means: (a) the Client’s use of Rapid Pace CRM in breach of any Applicable Laws; (b) the Client’s failure to pay any of the Fees; and (c) a breach by any Party of its warranties in this Agreement.

“Monthly Fee(s)”

means the Monthly Recurring Fee(s) and/or the Monthly Variable Fee(s).

“Monthly Recurring Fee(s)”

has the meaning provided in the Order Form.

“Monthly Variable Fee(s)”

has the meaning provided in the Order Form.

“One-off Fees”

has the meaning provided in the Order Form.

“Optional Fees”

means the fees payable for any Optional Services requested by the Client, including any Screening Fees.

“Optional Services”

means the optional services described in these Terms or in the Order Form which may be requested by the Client, including the Screening Services.

“Order Form”

means any order form entered into by the Parties for the performance of the Services provided herein.

“PEP”

means a politically exposed person, being a natural person who is or has been entrusted with a prominent public function, and includes, where applicable under relevant screening lists, family members and known close associates of such persons.

“Project Kick-off”

means a workshop organised by Rapid Pace CRM including relevant operational and technical stakeholders from both Parties.

“Receiving Party”

means the Party who receives Confidential Information from the Disclosing Party.

“Sanctions Lists”

means the sanctions, watchlist, enforcement and PEP data sources made available through the Screening Provider from time to time, which may include, without limitation, lists issued by governmental, supranational and international bodies.

“Screening Fees”

means the fees payable by the Client for the Screening Services as set out in the Order Form.

“Screening Provider”

means dilisense, the third-party screening data and API provider accessible at dilisense.com, or any successor or replacement provider engaged by Rapid Pace CRM pursuant to Clause 6.9.

“Screening Services”

means the optional PEP and sanctions screening add-on service described in Section 6 of these Terms.

“Services”

means the services provided by Rapid Pace CRM under the Agreement, including but not limited to the Licence, the Support Package, the Maintenance Services, any Optional Services purchased by the Client, and all other services required for delivery of the same.

“Service Level Agreement” or “SLA”

means the service level agreement entered into between the Parties which forms part of the Agreement.

“Support Package”

has the meaning provided in the Order Form.

“Terms”

means these terms and conditions.

“Update”

means a patch, correction, or other similar modification to Rapid Pace CRM.

“Upgrade”

means a material enhancement in features or functionality to Rapid Pace CRM.

1.2 In these Terms, unless the context otherwise requires: (a) headings are for convenience only and do not affect interpretation; (b) references to Sections and Clauses are to sections and clauses of these Terms; (c) the words “including”, “includes” and “in particular” shall be construed without limitation; and (d) references to a statute or statutory provision include any amendment, re-enactment or replacement thereof.

2. LAWFUL USE OF THE SERVICES

2.1 The Client hereby agrees to use the Services only in an authorised manner as per the terms and conditions outlined herein. In case it is found that the Client’s use of the Services violates these Terms, or any law, rule, or regulation enacted by a Competent Authority from time to time, Rapid Pace CRM reserves the right to terminate the Agreement with immediate effect.

3. LICENCE

3.1 Subject to these Terms, Rapid Pace CRM grants to the Client a limited, non-transferable, non-sublicensable, non-exclusive, and revocable licence to use Rapid Pace CRM solely for the Client’s Business.

3.2 Except for the rights explicitly mentioned herein, no other rights whatsoever are granted to the Client. Without prejudice to the generality of the preceding sentence, the Client shall not, and shall ensure that its Group Companies shall not:

(a) save as permitted by law or explicitly permitted by Rapid Pace CRM, disassemble, decompile, reverse engineer, derive source code from object code, or otherwise derive or attempt to derive the internal structure, functioning or other internal workings of Rapid Pace CRM;

(b) sell, lease, sublease, distribute, assign, or transfer Rapid Pace CRM, whether in full or in part, to any third party;

(c) duplicate, or otherwise reproduce, adapt or modify Rapid Pace CRM, or create Derivative Works based upon Rapid Pace CRM, or attempt to do the same in any way;

(d) assert or imply any title or ownership rights in Rapid Pace CRM;

(e) remove or obscure any copyright notice, trademark notice, or similar notice of Rapid Pace CRM;

(f) wilfully carry out, or attempt to carry out, any procedure in respect of Rapid Pace CRM which would circumvent any copy or other protection device or software, other than to the extent strictly permitted by Applicable Law;

(g) use or allow the use of Rapid Pace CRM in connection with content that involves offensive materials and/or depictions of violent acts, or use or permit the use of Rapid Pace CRM in any way that may be deemed immoral or illegal;

(h) use Rapid Pace CRM for any purpose except for the Client’s Business; or

(i) use Rapid Pace CRM otherwise than in compliance with Applicable Laws.

4. SERVICES AND SERVICE LEVELS

4.1 Rapid Pace CRM shall provide to the Client related technical support for Rapid Pace CRM in accordance with the SLA.

4.2 During the Engagement, Rapid Pace CRM shall inform the Client of any Updates and Upgrades to Rapid Pace CRM.

4.3 Updates. The Parties agree that Updates are mandatory (and hence, in respect of which the Client does not have any choice as to their integration onto Rapid Pace CRM) and will not be subject to any further charges or fees.

4.4 Upgrades. The Client agrees and accepts that Upgrades are optional in nature (hence, their integration on Rapid Pace CRM is at the discretion of the Client). Should the Client decide to Upgrade Rapid Pace CRM, such Upgrade will only be subject to an amendment to the original Order Form if additional fees are incurred.

4.5 Updates and Upgrades will be deemed to form part of Rapid Pace CRM. In the event the Client decides not to take any mandatory Update as notified by Rapid Pace CRM to the Client, Rapid Pace CRM shall not be held responsible for incidents or faults on Rapid Pace CRM following the notified date of such mandatory Update.

4.6 Rapid Pace CRM shall use competent and experienced personnel and reliable, up-to-date tools in the provision of Rapid Pace CRM. In the event the Client performs modifications to Rapid Pace CRM, the Rapid Pace CRM Instance, or related infrastructure, Rapid Pace CRM shall not be held liable for any incident or fault on the modified Rapid Pace CRM resulting from the Client’s modifications.

5. FEES AND EXPENSES

5.1 Fees and Billing Arrangements. For the Services provided by Rapid Pace CRM, the Client shall pay the following Fees in Euros:

(a) One-off Fees and Advance Payment — due on the Effective Date;

(b) Monthly Recurring Fee — payable monthly in advance by the first (1st) day of the month for which the payment is made, based on the invoice;

(c) Monthly Variable Fee — payable monthly in arrears, on the first (1st) day of the month following the month in which the Monthly Variable Fees were incurred;

(d) Monthly Fees — payable with effect from the Launch Date. Notwithstanding the aforesaid, the Monthly Fees in relation to the Hosting Package shall become payable from the day on which Rapid Pace CRM incurs any costs relating to the hosting services;

(e) Screening Fees — payable as set out in the Order Form and in accordance with Section 6.

5.2 For the avoidance of doubt, the Client shall pay on the Effective Date: (a) the One-off Fees; and (b) the Advance Payment, as provided in the Order Form.

5.3 The Advance Payment is non-refundable other than in the case where Rapid Pace CRM terminates the Engagement before the end of the Initial Term for reasons not attributable to the Client, in which case Rapid Pace CRM shall immediately refund the Advance Payment in full to the Client.

5.4 The Advance Payment is directly associated with each specific Rapid Pace CRM Instance and shall be set off against the respective Rapid Pace CRM Instance Monthly Recurring Fee (or part thereof).

5.5 Project Kick-off is subject to the Advance Payment being settled in full.

5.6 Optional Services and Optional Fees. The Client may acquire the following Optional Services:

(a) Operational Support / Co-Dev Sessions — co-dev sessions are geared towards partners who are getting started with Rapid Pace CRM and an embedded use case. The package includes developer and end-user training. €60/hour.

(b) Development Support — development services provided in relation to bespoke development as requested by the Client. €80/hour.

(c) PEP and Sanctions Screening — the Screening Services described in Section 6, at the Screening Fees set out in the Order Form.

5.7 Unless otherwise provided in the Order Form, the Client shall not make any set-off or any deduction whatsoever from the Fees due to Rapid Pace CRM and shall not withhold any payment of such Fees.

5.8 Rapid Pace CRM will bill the Client every month, or on any other mutually agreed basis, for all Monthly Fees. For Monthly Fees, no refund or adjustment shall be issued for plan downgrades, upgrades, or elimination of plan features within the current billing term. Invoices and payments are irrevocably deemed final and accepted by the Client unless disputed in writing within ten (10) days of the invoice date. The Client shall at all times provide and keep current and up-to-date the Client’s contact details, bank details, and billing information. The Parties agree that Monthly Fees in relation to the Hosting Package may be invoiced by Rapid Pace CRM as and when they become due.

5.9 Taxes. The Client acknowledges that any and all Fees charged from time to time by Rapid Pace CRM are exclusive of value added tax (VAT). The Client further acknowledges that all applicable taxes, duties, or government levies whatsoever are not included in the Fees and eventual expenses charged under these Terms. The Client will make timely payment of all such taxes, duties, or government levies related to these Terms.

5.10 Expenses. If the Client requires Rapid Pace CRM employees, directors, officers, agents, or representatives to travel or perform any work in any location outside Malta, the Client shall reasonably cover expenses in connection with travel, lodging, and subsistence, at costs approved by the Client in advance.

6. PEP AND SANCTIONS SCREENING SERVICES (OPTIONAL ADD-ON)

6.1 Availability. Rapid Pace CRM offers, as an Optional Service, PEP and sanctions screening functionality in respect of Customer profiles created in the Client’s Rapid Pace CRM Instance (the “Screening Services”). The Screening Services are made available only to Clients who have purchased this add-on in the Order Form (or an Amendment thereto) and have paid the applicable Screening Fees. Where the Client has not purchased the Screening Services, no screening functionality shall be provided and Rapid Pace CRM shall have no obligations under this Section 6.

6.2 Description of the Screening Services. Where purchased, the Screening Services allow the Client to screen Customer profiles created in the Rapid Pace CRM Instance against PEP lists, Sanctions Lists, and related watchlist and enforcement data. Screening checks are performed by means of the application programming interface (API) of the Screening Provider, dilisense (dilisense.com). The scope, frequency and configuration of the checks (for example, one-off checks and/or ongoing monitoring) shall be as set out in the Order Form or as configured by the Client within the functionality made available.

6.3 Third-Party Data and Dependency. The Client acknowledges and agrees that: (a) the screening results, data and lists returned by the Screening Services are sourced from and compiled by the Screening Provider and its underlying data sources, and not by Rapid Pace CRM; (b) Rapid Pace CRM does not control, verify, or curate the content, accuracy, completeness, or timeliness of the Sanctions Lists or the results returned by the Screening Provider; and (c) the availability and performance of the Screening Services are dependent on the availability and performance of the Screening Provider’s API, and the Screening Services may be temporarily unavailable, delayed or degraded as a result of downtime, rate limits, or changes on the part of the Screening Provider.

6.4 No Warranty; Informational Purposes Only. THE SCREENING SERVICES AND ALL SCREENING RESULTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. RAPID PACE CRM DOES NOT WARRANT THAT THE SCREENING RESULTS ARE ACCURATE, COMPLETE, CURRENT, OR FREE FROM FALSE POSITIVES OR FALSE NEGATIVES. Screening results are provided for informational purposes only, to assist the Client’s own compliance processes, and do not constitute legal, regulatory, or compliance advice.

6.5 Client Remains Responsible for Compliance. The Client acknowledges and agrees that the Screening Services are a tool only and that use of the Screening Services does not discharge, transfer, or reduce the Client’s own obligations under Applicable Law, including any anti-money laundering, counter-terrorist financing, know-your-customer, or sanctions compliance obligations. The Client remains solely responsible for: (a) determining whether, when, and how to screen its Customers; (b) reviewing, investigating, and resolving any matches, alerts, or potential matches (including false positives); (c) all decisions taken in respect of any Customer, including onboarding, rejection, suspension, or reporting to any Competent Authority; and (d) maintaining its own compliance policies, procedures, and records as required by Applicable Law.

6.6 Data Protection. In order to perform the Screening Services, relevant Customer profile data (which may include names, dates of birth, and other identifiers) will be transmitted to the Screening Provider for the purpose of performing the checks. The Client: (a) instructs and authorises Rapid Pace CRM to transmit such data to the Screening Provider, and to engage the Screening Provider as a sub-processor, for this purpose; (b) warrants that it has a lawful basis under the Data Protection Regulations for the processing of Customer personal data for screening purposes and that it has provided any notices to, and obtained any permissions from, data subjects required under Applicable Law; and (c) acknowledges that such processing shall be governed by the Data Protection Agreement.

6.7 Screening Fees. The Screening Fees shall be as set out in the Order Form and may be charged on a per-check, per-profile, per-volume-tier, or other basis as there specified. Unless otherwise stated in the Order Form, Screening Fees shall be invoiced as Monthly Variable Fees in accordance with Clause 5.1(c). Rapid Pace CRM may suspend the Screening Services if the Client fails to pay any Screening Fees when due.

6.8 Liability. Without prejudice to Section 11, and to the maximum extent permitted by Applicable Law, Rapid Pace CRM shall not be liable for any loss, damage, claim, fine, or penalty arising out of or in connection with: (a) any inaccuracy, incompleteness, or lack of timeliness of the Sanctions Lists or the screening results returned by the Screening Provider; (b) any false positive or false negative result; (c) any act, omission, or unavailability of the Screening Provider; or (d) any decision taken, or not taken, by the Client in reliance on the Screening Services.

6.9 Change of Screening Provider; Discontinuation. Rapid Pace CRM may, upon reasonable prior written notice to the Client, replace the Screening Provider with an alternative provider of materially equivalent functionality. If the Screening Provider ceases to make its API available on commercially reasonable terms and no materially equivalent alternative is reasonably available, Rapid Pace CRM may discontinue the Screening Services upon reasonable prior written notice, in which case the Client shall not be charged Screening Fees in respect of any period following such discontinuation, and any Screening Fees paid in advance for such period shall be refunded or credited on a pro-rata basis. Such discontinuation shall not, of itself, constitute a breach of the Agreement.

7. SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS

7.1 The rights granted to the Client under these Terms are limited to the rights explicitly granted herein, and Rapid Pace CRM shall remain the full and sole owner of all rights in and to Rapid Pace CRM. No provision of these Terms shall operate to transfer, assign, or otherwise alienate Rapid Pace CRM’s Intellectual Property Rights in Rapid Pace CRM or in any materials and documentation relating to Rapid Pace CRM.

7.2 Nothing in these Terms shall prohibit Rapid Pace CRM in any manner from using, developing, licensing, or otherwise exploiting Rapid Pace CRM or any part thereof, or the concepts embodied therein, in any manner, anywhere in the world.

7.3 Where an Update or Upgrade (whether or not made upon a suggestion of the Client) is carried out by Rapid Pace CRM and supplied to the Client, such Update or Upgrade will become part of Rapid Pace CRM and shall be treated as such under these Terms, unless otherwise agreed in writing by the Parties.

7.4 Rapid Pace CRM and any person within the Rapid Pace CRM Group may freely use any suggestions and improvements proposed by the Client in connection with its use of Rapid Pace CRM. For the avoidance of doubt, any and all such suggestions, improvements, and developments shall be the property of Rapid Pace CRM, and the Intellectual Property Rights therein shall vest in Rapid Pace CRM. To the extent any such rights do not automatically vest in Rapid Pace CRM, the Client hereby grants Rapid Pace CRM an unrestricted, perpetual, irrevocable, and royalty-free worldwide licence to fully exploit such rights.

7.5 For the avoidance of doubt, the Client’s trademarks and intellectual property, such as branding, Customer data, reports based on data provided by the Client, and the Client’s content, belong solely to the Client.

7.6 The Client represents and warrants that its use of the Rapid Pace CRM system does not infringe third parties’ rights or intellectual property rights and will not breach any Applicable Law.

8. INTEGRATION PLAN

8.1 The Integration Plan will outline the work the Parties need to do to deliver Rapid Pace CRM.

8.2 The Parties shall collaborate in this respect and shall respectively allocate adequate resources for efficient task handling. In particular, each Party shall ensure that technical queries of the other Party are answered in a timely and expeditious manner.

8.3 The Parties’ roles during integration will be as follows:

(a) unless otherwise stated in the Order Form, Rapid Pace CRM shall provide the Client with the Project Kick-off within two (2) weeks of entering into these Terms, provided that the Client has settled the Advance Payment and has fully cooperated with Rapid Pace CRM in respect of any documentation and/or information required or requested by Rapid Pace CRM from the Client to give effect to the Project Kick-off;

(b) Rapid Pace CRM shall, on the basis of the Client’s business requirements, formulate a clear Integration Plan;

(c) Rapid Pace CRM shall set up a staging and a production environment for each Rapid Pace CRM Instance;

(d) Rapid Pace CRM shall make available to the Client two (2) training sessions of a maximum of four (4) hours each;

(e) the Client shall ensure that the training is provided to staff who have the necessary competence, skill, and knowledge;

(f) Rapid Pace CRM shall make available to the Client a training portal with clear instructions and documentation on how to operate Rapid Pace CRM;

(g) the Client shall produce the relevant reports as are required for any data migration in the format Rapid Pace CRM suggests; and

(h) the Client shall be responsible for integrating with the Rapid Pace CRM Instance according to the Integration Plan, unless otherwise agreed.

9. CONFIDENTIALITY, NON-DISCLOSURE, PUBLICITY, AND DATA PROTECTION

9.1 The Parties may mutually disclose Confidential Information, electronically, orally, or in writing, before and during the Engagement.

9.2 The Parties understand and agree that the content of the Agreement (including the Order Form) is sensitive and, therefore, classified as Confidential Information. The Order Form shall never be shared by the Client with any third party other than on a need-to-know basis without the prior written consent of Rapid Pace CRM.

9.3 The provisions of this Section shall supersede all confidentiality and non-disclosure agreements and understandings between the Parties in respect of Confidential Information exchanged by and between themselves to negotiate this Agreement.

9.4 During the Engagement and for an indefinite period after the termination of the Engagement for any reason whatsoever, each Party, being the Receiving Party, undertakes:

(a) to use the Confidential Information of the other Party solely to perform its obligations under the Agreement and for no other purposes whatsoever;

(b) not to disclose, and not to cause or allow to be disclosed, Confidential Information of the other Party to any third person without the prior written consent of the Disclosing Party;

(c) to secure and protect the Confidential Information of the other Party and, for this purpose: (i) to exercise no lesser security or degree of care than the Receiving Party applies to its own Confidential Information of an equivalent nature; (ii) to allow access to Confidential Information exclusively to any of its directors, other officers, agents, professional advisors, associated companies, and employees to the extent that such disclosure is reasonably necessary for carrying out its obligations under these Terms, to inform each of them of the confidential nature of the Confidential Information and the obligations of the Receiving Party in respect thereof, and to impose on them obligations of confidentiality substantially similar to those of the Receiving Party under this Section; (iii) upon the termination of the Engagement or on the reasonable request of the Disclosing Party made at any time, to deliver to the Disclosing Party, as far as reasonably practicable, all documents and other material in the possession, custody, or control of the Receiving Party or any of its associated companies that bear on or incorporate any part of the Confidential Information; and (iv) to treat all copies of any analyses, compilations, studies, or other documents prepared by it or its advisors containing, reflecting, or generated from any Confidential Information in the same manner as though such copies were originals of the Confidential Information supplied under this Section.

9.5 Each Party shall be allowed to disclose Confidential Information of the other Party if such disclosure is required by law, provided that the Party making such disclosure shall take reasonable steps to give prior written notification of such disclosure to the other Party (to the extent legally permitted).

9.6 Each Party shall be allowed to make press releases and other announcements regarding the conclusion of this Agreement and the cooperation between the Parties, provided both Parties give prior written approval to the wording of such public communication.

9.7 Each Party shall, at all times, comply with its respective obligations under the Data Protection Regulations in respect of all data that is processed by it in the course of performing its obligations under these Terms, including, without limitation, by maintaining a valid and up-to-date registration or notification under the Data Protection Regulations where required. Neither Party shall do any act that puts the other in breach of its obligations under the Data Protection Regulations.

9.8 The Client understands that by entering into these Terms, it automatically agrees to and accepts the terms and conditions set forth in the Data Protection Agreement.

10. WARRANTIES AND DISCLAIMERS

10.1 The Client warrants that: (a) it has the authority to enter into these Terms; (b) it shall comply with all Applicable Laws, including, without prejudice to the foregoing generality, the Data Protection Regulations; and (c) it shall pay the Fees by their due dates.

10.2 The Client agrees to: (a) provide all necessary information and any special forms or other required materials or information to Rapid Pace CRM on schedule or in a timely fashion to enable Rapid Pace CRM to provide the Services; (b) ensure the accuracy, legibility, and completeness of all data supplied to Rapid Pace CRM and be solely responsible for the results obtained from the Client’s use of Rapid Pace CRM; and (c) control, and be responsible for, the use of Rapid Pace CRM.

10.3 The Client represents and warrants that it has complied with, and will continue to comply with, all Applicable Law, including the Data Protection Regulations.

10.4 Rapid Pace CRM undertakes and warrants that: (a) it has the authority to enter into these Terms; (b) it is the lawful owner of the Intellectual Property Rights in Rapid Pace CRM; (c) it will do its utmost and take all necessary steps, in accordance with the provisions of this Agreement, to correct any defect in Rapid Pace CRM; and (d) it shall comply with all Applicable Laws, including, without prejudice to the foregoing generality, the Data Protection Regulations.

10.5 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, RAPID PACE CRM IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND. RAPID PACE CRM PROVIDES NO WARRANTIES AS TO THE USE OF RAPID PACE CRM, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, RAPID PACE CRM DOES NOT WARRANT THAT RAPID PACE CRM WILL MEET ALL THE CLIENT’S EXPECTATIONS, THAT IT IS FREE FROM ALL DEFECTS, ERRORS, OR BUGS, OR THAT IT WILL FUNCTION WITHOUT ANY INTERRUPTION.

10.6 Notwithstanding anything else stated herein, where Rapid Pace CRM is under an obligation to respect any particular timeframe or deadline, any delay caused by the Client or any third party outside of the control of Rapid Pace CRM shall automatically extend the timeframe or deadline imposed on Rapid Pace CRM by the duration of the said delay. For the avoidance of doubt, Rapid Pace CRM shall remain responsible for any delays caused by its subcontractors and shall not be eligible for any extension as a result thereof.

10.7 The Parties acknowledge that, from time to time, as a result of hardware failures or supplier failures, the Services may be temporarily disrupted. The Client acknowledges and agrees that neither Rapid Pace CRM nor any of its members, shareholders, directors, officers, employees, or representatives shall be liable to the Client for any direct, special, indirect, consequential, punitive, or exemplary damages, or damages for loss of profits or savings, in connection with such temporary disruptions.

11. LIMITATION OF LIABILITY AND INDEMNITY

11.1 Each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) and its group companies, directors, and officers against any direct damages, claims, liabilities, and costs reasonably incurred in the defence (attorney’s fees, court fees, litigation expenses) of any claim brought against the Indemnified Party and/or its group companies and/or directors and/or officers arising out of the Indemnifying Party’s Material Breach.

11.2 Without prejudice to Clause 11.3 below, the total aggregate liability of each Party and all its directors, employees, officers, consultants, and subcontractors under this Agreement, in respect of all claims, whether for breach of contract, negligence, tort, or otherwise in connection with this Agreement, shall in no circumstances exceed one hundred thousand Euro (€100,000).

11.3 Notwithstanding Clause 11.2 above, the Client shall indemnify Rapid Pace CRM, the Rapid Pace CRM Group, and the directors and officers of Rapid Pace CRM and the Rapid Pace CRM Group against any direct damages, claims, liabilities, and costs, including but not limited to attorney’s fees, court fees, and litigation expenses, reasonably incurred in the defence of any claim brought against Rapid Pace CRM and/or the Rapid Pace CRM Group and/or its directors and/or officers arising out of the Client’s breach of any legislation relating to gambling, anti-money laundering, counter-terrorist financing, or sanctions.

11.4 Except as expressly stated elsewhere in these Terms, each Party disclaims all other warranties, express or implied.

11.5 Neither Party, nor its group companies, directors, officers, employees, consultants, or subcontractors, shall be liable for any incidental, indirect, special, or consequential damages, reliance damages, or punitive damages, whether or not such Party has been advised of the possibility of such loss or damage, or for any loss of profit, opportunity, goodwill, revenue or anticipated earnings, or for any loss or corruption of data, in connection with these Terms.

11.6 Without prejudice to the generality of the immediately preceding Clause, Rapid Pace CRM shall not be liable for any loss or damage arising from any misuse or improper use of Rapid Pace CRM by the Client or any third party under the Client’s control, or from any problem resulting from the Client System or any other software or systems.

11.7 The remedy or remedies provided for in the SLA are the sole remedies available to the Client under these Terms for any breaches of the SLA on the part of Rapid Pace CRM.

11.8 Nothing in this Section 11 limits or excludes any liability for fraud, gross negligence, or wilful damage, or any other liability which cannot be limited or excluded under Applicable Law.

12. TERMINATION AND SUSPENSION

12.1 Immediate Termination. Either Party may immediately terminate this Engagement, without penalty or prejudice to any outstanding payables, rights, and remedies, in the event the other Party:

(a) is in persistent breach of any of its obligations under these Terms and either that breach is incapable of remedy or the breaching Party shall have failed to remedy that breach within thirty (30) days after receiving written notice requiring it to remedy that breach; or

(b) becomes insolvent, or an order is made or a resolution passed for its liquidation, administration, winding-up, or dissolution (other than for a solvent amalgamation or reconstruction), or an administrative or other receiver, manager, liquidator, administrator, trustee, or similar officer is appointed over all or any substantial part of its assets, or it enters into or proposes any composition or arrangement with its creditors generally, or anything analogous to the foregoing occurs in any applicable jurisdiction.

12.2 Termination or Suspension by Rapid Pace CRM. Rapid Pace CRM, at its sole discretion, may terminate the Engagement or suspend the Services for any of the following reasons upon giving written notice to the Client:

(a) if the Client fails to pay any Fees and/or interest at any time;

(b) if the Client fails to comply with the due diligence provisions set forth in Clause 16.3 of these Terms;

(c) if Rapid Pace CRM is under actual threat of justified prosecution, fines, penalties, restraints, or an adverse governmental or regulatory action from any jurisdiction arising out of the Client’s use of Rapid Pace CRM or the Client’s Business;

(d) in case more than fifty percent (50%) of the Client’s share capital or voting rights have been transferred, whether directly or indirectly, or are about to be transferred, to a competitor of Rapid Pace CRM. For the purposes of this Clause, “competitor” means any entity or person who has produced and/or is marketing a product or service which is in direct competition with, or functionally similar to, Rapid Pace CRM or Rapid Pace CRM’s products, modules, systems, or services; or

(e) if any director or officer of the Client is convicted of fraud, forgery, deception, embezzlement, or a breach of laws relating to gambling.

12.3 Effect of Termination. Upon termination of the Engagement for any reason: (a) the Licence and all rights granted to the Client hereunder shall immediately cease; (b) all Fees accrued up to the effective date of termination shall become immediately due and payable; and (c) upon the Client’s written request made within thirty (30) days of termination, Rapid Pace CRM shall make available to the Client an export of the Client’s Customer data in a commonly used, machine-readable format, following which Rapid Pace CRM may delete such data in accordance with the Data Protection Agreement and Applicable Law.

12.4 Termination of these Terms, for any reason whatsoever, is without prejudice to any rights accrued by either Party during the Engagement.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 These Terms and any dispute or claim arising out of or in connection with them, or their subject matter or formation (including, without limitation, non-contractual disputes or claims), shall be exclusively governed by the laws of the Republic of Malta.

13.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with Part IV (Domestic Arbitration) and Part V (International Commercial Arbitration) of the Malta Arbitration Act, 1996 and the Arbitration Rules of the Malta Arbitration Centre as at present in force, whereby: (a) the appointing authority shall be the Malta Arbitration Centre; (b) the number of arbitrators shall be one (1); (c) the place of arbitration shall be Malta; (d) the language to be used in the proceedings shall be English; (e) the applicable substantive law shall be Maltese law; (f) the award shall be final and binding and there shall be no appeal; and (g) the arbitrator shall decide ex aequo et bono.

14. NOTICES

14.1 Any notice under these Terms concerning termination or any claim, dispute, or controversy under these Terms shall be sufficient if sent by express delivery (courier) to the Parties at the respective addresses set forth by the Parties in the Order Form, and shall be deemed to be received on the day following guaranteed delivery. Each Party may from time to time notify the other Party of any changes to its notice details, and such notice shall be deemed effective five (5) days following the date of notice of such change.

14.2 Other notices under these Terms may be delivered by email or by any other means agreed by the Parties.

15. GENERAL TERMS

15.1 Entire Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

15.2 Survival. The provisions outlined in Section 7 (Software and Intellectual Property Rights), Section 9 (Confidentiality, Non-Disclosure, Publicity, and Data Protection), Section 11 (Limitation of Liability and Indemnity), Section 13 (Governing Law and Dispute Resolution), and this Section 15, together with any other provision which by its nature is intended to survive, shall survive the termination of these Terms for an indefinite period.

15.3 Due Diligence. Before the Client’s onboarding, or at any given time during the Engagement, Rapid Pace CRM, at its sole discretion, may request the Client to provide information relating to the Client, its Business, and its ultimate beneficial owners of twenty-five percent (25%) or more in the Client. The Client shall promptly inform Rapid Pace CRM about any change of ultimate beneficial ownership of twenty-five percent (25%) or more and provide relevant documentation. If no natural person owns more than twenty-five percent (25%) of the issued shares in the Client, the natural person holding the largest beneficial ownership must be declared.

15.4 Variations. Any amendment to these Terms shall not be valid unless mutually agreed to in writing by the Parties.

15.5 Modification of the Order Form. The terms of the Order Form shall be amended in writing and must be duly signed by the Parties, resulting in a new addendum to the Order Form (an “Amendment”). The Amendment supersedes any and all previous communications in any form whatsoever between the Parties in respect of its subject matter. For the avoidance of doubt, changes to the Order Form will only be recognised by Rapid Pace CRM, and will only have legal effect, if, and only if, made via an Amendment.

15.6 Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by an event of force majeure, namely an event arising from a cause or causes beyond its reasonable control which by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable, including, without limitation, acts of God, acts of governmental sovereignty, war or armed hostilities, fire, flood, explosion, civil commotion, industrial dispute of a third party, acts of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to or breakdown of facilities, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention. The Party affected by the force majeure event shall promptly notify the other Party.

15.7 Waiver. No failure by a Party to enforce any right or provision under these Terms shall be construed as, or constitute, a waiver of such right or provision. No waiver under these Terms shall become binding unless made in writing. No waiver under these Terms shall be deemed a further or continuing waiver of such term or any other term.

15.8 Severability. The invalidity, illegality, or unenforceability of any of the provisions of these Terms shall not affect, impair, or otherwise hinder the validity, legality, and enforceability of the remaining provisions of these Terms, which shall remain in full force and effect. Should any provision of this Agreement be declared by any judicial or other competent authority to be void, voidable, illegal, or otherwise unenforceable, or should an indication to that effect be received by either Party from any competent authority, then such provision shall be restricted or construed to the minimum extent necessary for these Terms to remain valid and enforceable.

15.9 Third-Party Beneficiaries and Assignment. The Client agrees that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. The Client may not transfer or assign these Terms or any rights or obligations hereunder, whether directly or indirectly, by operation of law or otherwise, without Rapid Pace CRM’s prior written consent. Rapid Pace CRM reserves the right to assign, sublicense, delegate, or otherwise transfer any of its rights or obligations under these Terms, in whole or in part, to any third party, without the Client’s prior written consent.

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