Software as a Service Agreement

This Software as a Service Agreement (“Agreement”) is made on 14 March 2025 between Northbridge Retail Ltd (“Customer”) and Halcyon Systems, Inc., a Delaware corporation (“Halcyon”).

1  DEFINITIONS

1.1 “Service” means the hosted software Halcyon makes available to Customer under an Order Form, including updates and the documentation that comes with it.

1.2 “Confidential Information” means any information one party gives the other that is marked confidential, or that a reasonable person would treat as confidential.

2  TERM AND RENEWAL

2.1 This Agreement starts on the Effective Date and continues for an initial term of thirty-six (36) months.

2.2 It then renews automatically for further twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the current term.

3  FEES AND PAYMENT

3.1 Customer shall pay each invoice within thirty (30) days of the invoice date. Late amounts carry interest at one percent (1%) per month, or the highest rate the law allows if that is lower.

3.2 Halcyon may raise the fees once a year, on renewal, by no more than the change in the Consumer Price Index or five percent (5%), whichever is lower.

4  SERVICE LEVELS

4.1 Halcyon will make the Service available 99.9% of the time in each calendar month, not counting maintenance announced at least forty-eight (48) hours ahead.

4.2 If availability falls below that level, Customer receives a credit of ten percent (10%) of the monthly fee for each full 0.5% below it, up to half of that month’s fee.

5  CONFIDENTIALITY

5.1 Each party shall keep the other’s Confidential Information confidential and use it only to perform this Agreement. It may share it with employees and advisers who need to know it and are bound by the same duty. These obligations continue for three (3) years after this Agreement ends.

6  DATA PROTECTION

6.1 Halcyon shall tell Customer about any security incident affecting Customer data within seventy-two (72) hours of becoming aware of it.

6.2 Halcyon may use a sub-processor to handle Customer data only with Customer’s prior written approval, and remains responsible for anything that sub-processor does.

7  LIMITATION OF LIABILITY

7.1 Each party’s total liability under this Agreement shall not exceed the fees paid by Customer in the twelve (12) months before the event that gave rise to the claim. This limit does not apply to a breach of clause 5 or to either party’s indemnity obligations.

8  TERMINATION

8.1 Customer may end this Agreement for convenience at any time on ninety (90) days’ written notice to Halcyon.

8.2 Either party may end this Agreement if the other materially breaches it and does not put the breach right within thirty (30) days of being told about it.

9  FORCE MAJEURE

9.1 Neither party is liable for a delay caused by events beyond its reasonable control, including natural disasters, pandemic, war, strikes and power failures. If such an event lasts more than ninety (90) days, the other party may terminate this Agreement.

10  ASSIGNMENT

10.1 Neither party may assign this Agreement without the other’s prior written consent, except to a successor of its whole business.

11  GOVERNING LAW

11.1 This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws rules.