Terms & Conditions

The Terms
and Conditions explain Stream’s obligations to you and your obligations to
Stream, they govern the use of your FedEx account and Stream’s services
provided to you. By registering for a Stream account, you are entering into
this legally binding User Agreement with Stream and will become a client of Stream,
on behalf of yourself and/or your company. You acknowledge and agree that you
have read and will comply with all of the Terms and Conditions. You will be
required to accept the Terms and Conditions in order to complete the
registration process. By clicking the “I accept” button, you accept
and agree to be bound by all of the provisions of the Terms and Conditions,
including those incorporated by reference, without modification, limitation or
qualification. You will be binding yourself or your company to the Terms and
Conditions. You represent that you have the authority to bind your company, if
done on behalf of a company, to the Terms and Conditions. If you do not have
such authority, you must click the “I decline” button. You must also
click the “I decline” button if you do not agree with the Terms and
Conditions. If you decline, you will not be authorized to access or use Stream
services. In the Terms and Conditions, the terms the ‘Company’ ‘you’ and ‘your’
refer to you personally (if you are an individual) or the entity you represent
(if you register on behalf of a business entity), and the terms ‘we’ ‘our’ and ‘Stream’
refer to Stream a division of VATIT USA Inc with EIN number: 26-3649614, its related
companies and/or its third party suppliers.

1.       
DUE DILIGENCE

1.1.           
As per Stream’s due diligence procedures, the validity
of this Agreement is subject to the Company successfully passing sanction and
compliance checks performed within 30 days of the Effective Date of this
Agreement (“Initial Check”).

1.2.           
The Company consents to Stream performing sanction and
compliance checks (“Subsequent Checks”) on a continuous basis as and when it
deems fit. In the event that the Company does not successfully pass any
Subsequent Checks, Stream shall have the right to cancel this Agreement immediately
upon written notice to the Company and may withdraw and/or refrain from
providing Ancillary services. Stream shall not be liable for any damages
suffered by the Company as a result thereof.

2.       RATES AND PAYMENT

2.1.          
Rates quoted are based on a fee equal to 5 (five)
percent of the value of the goods being shipped.

2.2.         
Stream provides the following additional services at
an additional charge subject to separate quotation:

2.2.1.        
Local Sourcing & Quality Control;

2.2.2.        
VAT Registration;

2.2.3.       
VAT Reporting;

2.2.4.       
VAT Deferments;

2.2.5.        
VAT Recovery;

2.2.6.        
Importers Code Application; and

2.2.7.        
Global Consolidation Hubs.

2.3.         
Rates are exclusive of value-added tax
(VAT), sales taxes (or equivalent), customs duties, any customs stops, storage
or detention fees that might be applicable and other government taxes imposed
with respect to the provision of Stream Services.

2.4.         
All charges are due before
Services are performed unless Credit Facilities are extended in advance
between the Parties. Stream has the right to demand prepayment or guarantee of
the charges at the time of request for Services. A failure to pay timely will
result in the Company having to pay direct in advance for future Services.
Stream retains the right to hold the Company’s goods for non-payment. If a
credit card is provided to Stream, Stream is authorised
to bill to such credit card for any unpaid charges for Services provided to the
Company, including charges for return shipping.

2.5.         
In the event that the Company
incurs customs duties, customs stops, storage or detention fees or other
government taxes
imposed as a result of the shipment, these charges plus an administration fee
will be billed directly to the Company.

2.6.         
In the event that goods are withheld by
customs authorities, the Company will still be liable to pay over VAT, duties
and other stoppage fees related to the shipment. 

2.7.         
All rate percentages are subject
to change without prior notice due to currency fluctuation, fuel prices and/or
unforeseen economic circumstances.

3.       UNFORESEEN ADDITIONAL CHARGES

3.1.         
Additional charges related to unforeseen optional
services and surcharges are billed in accordance with the standards in effect
at the time the booking was made. Additional charges are paid in addition to
applicable charges as appears on the generated quote and apply whenever any
optional service is requested, or the surcharge is required.

3.2.         
Any additional governmental or regulatory charge
applicable to the Service which result in increased costs, will be passed on
proportionately to the Company and included in the invoice issued by Stream.

4.      
CURRENCY

4.1.         
Where the Parties agree to invoice in a different
currency from the quoted Carrier’s currency, then rates shall be converted to
the billing currency at the floating currency exchange rate prevailing at the
time of pickup of the shipment.

5.      
HIGH INFLATION

5.1.          
In the event that the annual inflation rate of the
country and the currency related thereto for which the rates are quoted would
exceed 5%, Stream shall have the right to adjust the rates applicable to said
country upon prior notice to the Company.

6.      
PARTNER COMPANIES

6.1.          
The rates are only offered to the Company and cannot
be extended to third parties. Majority-owned subsidiaries of the Company and
other parties can be added to this Agreement on mutual written agreement.

7.       
WARRANTIES

7.1.          
The Company warrants that all
information provided is complete and accurate. Stream shall have no liability
whatsoever (including negligence or otherwise) to the Company or any other
Party relying on any such information, in the event that the information is
shown to be inaccurate, misleading or out-of-date.

7.2.         
The Company shall indemnify and hold Stream harmless for any loss or damage arising
out of Company’s failure to comply with the following warranties and
representations:

7.2.1.      The Company has complied with all applicable laws, including but not
limited to, government export controls, privacy and data protection laws,
sanctions, embargos and anti-bribery laws; and

7.2.2.     The Company has obtained all necessary consents in relation to personal
data provided to Stream including Receiver’s data as may be required for
transport, customs clearance and delivery, such as location addresses, e-mail
address and phone numbers.

8.      
CONFIDENTIAL INFORMATION

8.1.          
This Agreement and documents expressly incorporated
herein by reference, including any and all quotations, rates, proposals or
statements of work, contain confidential information about Stream, its Carriers
and its affiliates. This confidential information is provided to the Company
for the limited purpose of enabling the Company to utilise Stream’s Services
and shall be held in strict confidence by the Company and may not be disclosed
unless required by law.

8.2.         
As a condition for the use of the information in this
Agreement, the Company agrees not to use such information for any other
purposes.

8.3.         
Copies of this Agreement and documents expressly
incorporated herein by reference may only be provided, and disclosure of the
information contained within, may only be made to employees of the Company (on
a need-to-know basis) and its named representatives who are bound to
confidentiality with respect to the information, and shall not be disclosed to
any third party.

8.4.         
The Company agrees not to post or publicly display the
terms of this Agreement or the pricing contained herein.

8.5.         
The Parties also agree that any discussions or
negotiations regarding the pricing or any changes thereto (including but not
limited to future pricing offerings) are also confidential and are subject to
this provision of confidentiality.

8.6.         
The Company acknowledges that any disclosure of
confidential information in breach of clause 11, may entitle Stream to
injunctive relief in addition to any and all other remedies.

9.    DATA PROTECTION

9.1.          
For the purpose of this Agreement
“Information” shall mean any content, data or other information transmitted to
or from, or stored on Stream’s information technology system.

9.2.         
The Parties shall take all reasonable
steps to protect the Information that it receives from the other Party and to
adopt reasonable security measures depending on sensitivity of such
Information.

9.3.         
The Parties undertake not to
use or disclose to any third party, any Information belonging to the other
Party unless it needs to do so by law or to perform its obligations under this
Agreement.

9.4.         
The Company acknowledges that personal data relating
to the Company may be processed by Stream and any relevant third parties. The
Company expressly consents to such processing (including any such transfer) on
the understanding that any personal data will be processed fairly and lawfully
in accordance with any applicable data protection legislation.

10.     
ASSIGNMENT

10.1.        
The rights and obligations of this Agreement are
personal to the Parties and this Agreement shall not be assignable or otherwise
transferrable by either Party, in whole or in part, without the written consent
of the other Party, provided that the Company shall have the right to assign
this Agreement, to any entity controlling, controlled by, or under common
control of the Company.

11.      
FORCE MAJEURE

11.1.        
The Parties shall not be liable for damages, any delay
or failure to perform any of the terms and provisions of this Agreement arising
from causes beyond its control, including but not limited to, acts of God or
public enemies, acts of civil or military authority, labour disputes, fires,
riots, wars or conditions of war, embargoes, accidents, epidemics, floods or
other unusually severe weather, closing or obstruction of highways, runways,
bridges or ferries any of which have a material, substantial and adverse effect
on either Parties ability to perform pursuant to the terms of this Agreement.

11.2.        
The Party claiming force majeure shall notify the
other Party within twenty-four (24) hours of when it learns of the existence of
such a condition as stipulated in clause 18.1 and shall similarly notify the
other within a period of two working days after the condition is remedied. If
such a condition of force majeure, however, is not remedied within sixty (60)
days, the unaffected Party shall have the right to terminate this
Agreement. 

12.      INDEMNITY

12.1.        
Stream shall indemnify and hold harmless the Company
on demand against any claims, liabilities, losses, costs, proceedings, damages
or expenses arising out of or in connection with any breach by Stream of this
Agreement (“Damages”).

12.2.       
Save as required by law, the sole aggregate liability
of Stream to the Company arising out of or in connection with any breach by
Stream of this Agreement shall be limited to the value of Stream’s fee charged
for the Ancillary services prior to the incident giving rise to the Damages.

12.3.       
Notwithstanding the provisions of clause 14.1 and 14.2 the following exclusions are
applicable:

12.3.1.    
The success and the timing of the shipments may be
dependent on the relevant, complete and accurate information being provided by
the Company to Stream. The Company shall not be entitled to any Damages or
additional compensation as a consequence of any delays or interference,
inaccuracies and/or any information that is not provided to Stream, whether
intentionally or not.

12.3.2.    
Stream shall use all reasonable
endeavours to provide the Services with due skill and care and in accordance
with good industry practice. However, Stream cannot warrant or guarantee that
the Services, in isolation and in totality, will result in full refunds,
deliveries and compliancy, and any Damages as a consequence of any act or
omission in relation to the Services by Stream shall not be recoverable by the
Company from Stream.

12.3.3.    
The findings, opinions and
conclusions provided by Stream do not profess to be facts or guarantees. Stream
shall not be held liable for any action, undertaking or omission by the Company
on the basis of the findings, opinions and/or conclusions provided by Stream.

12.3.4.    
VAT, duties and any stoppage fees will still be
payable by the Company.

13.     
ADDITIONAL SERVICES

13.1.        
By receiving shipment protection, the Company agrees to all relating terms and
conditions as laid out in the “Shipment Protection Terms and Conditions”, the terms incorporated
herein by reference.

13.2.       
Stream coordinates its import VAT reclaim and tax
compliance services through its tax compliance partners. The Company
acknowledges that by receiving the coordination of import VAT reclaim and tax
compliance services an excess fee will be payable.

13.3.       
Notwithstanding the shipment protection listed in
clause 15.1, the Company will not be eligible to receive shipment protection if they already have
insurance on the goods being shipped.

14.     
USAGE POLICY

14.1.        
Stream FedEx pricing and
discounts are exclusively available to Stream customers in good standing (i.e.,
a corporate customer duly registered and existing under the laws of a
country/territory), who open a new FedEx account. In the event that the Company
fails to utilize the Stream Platform or terminates this Agreement, Stream shall be
entitled to cancel its services and/or any discount received for logistic
services by FedEx.

15.     
TERMINATION

15.1.        
This Agreement will be
cancelled if either Party terminates this Agreement in writing by giving notice
to the other Party at least thirty (30) days before the end of any two (2) year
period after the Initial Period (“the Termination Date”). The Company is not
permitted to terminate this Agreement during the Initial
Period.

15.2.       
Furthermore, in the event that the Company
terminates this
Agreement, Stream shall be entitled to proceed with the shipment
of any goods that have been prepared or are in the process of being prepared by
Stream prior to the Termination Date. Stream reserves the right to charge the
Company the relevant fee/s stipulated in clause 2 of the Client Agreement for
the Services.

15.3.       
Once a shipment has been approved in writing by the
Company, the shipment cannot be terminated by the Company. If the Company still
wishes to terminate the shipment, the Company will be held liable for the full
cost of the shipment, unless mutually agreed by both Parties.

16.     
ENVIRONMENTAL POLICY

16.1.        
Stream is committed to the goal of continuously
improving its environmental impact while maintaining the highest customer
service, best product selection and quality, at the lowest possible cost.
Stream is committed to and adheres by the terms laid out in the VAT IT Group’s
Environmental Responsibility Policy.

17.     
COMPLIANCE WITH APPLICABLE
LAWS AND REGULATIONS

17.1.        
Stream shall comply with all applicable federal, and
provincial/state laws, regulations, policies and practices as well as the
regulations of any other country in which It performs services under this
Agreement. In particular, and without detracting from the generality of the
foregoing, Stream shall use its best endeavours to be in full compliance with,
any legal requirements pertaining to the transportation of hazardous materials,
dangerous goods or overweight containers.

18.      SEVERABILITY

18.1.        
If any of the provisions of this Agreement are found
by a court or any other competent authority to be void or unenforceable, such
provision shall be deemed to be deleted from this Agreement and the remaining
provisions of this Agreement shall remain and continue in full force and
effect.

19.     
GENERAL

19.1.        
Stream will have no liability for any
delay or failure in performance of its obligations where this arises from
matters outside its reasonable control.

19.2.       
Any failure by Stream to enforce
at any particular time any one or more of its rights under this Agreement shall
not be deemed a waiver of such rights or of the right to enforce this Agreement
subsequently.

19.3.       
Headings contained in this
Agreement are for reference purposes only and shall not affect the intended
meanings of the
clauses to which they relate.

19.4.       
This Agreement may not be
modified or amended except in writing and signed by a duly authorised
representative of both Parties.

19.5.       
The rule of construction that a
contract shall be interpreted against the Party responsible for the drafting or
preparation of this Agreement, shall not apply to this Agreement

20.     
GOVERNING LAW

20.1.       
This
Agreement shall
be governed by and construed in accordance with the laws of the United States
of America.

21.      LANGUAGE

21.1.        
In the event that this Agreement is executed in
English and any other language, the English version shall prevail.