Definitions

This is the Licence Schedule as referred to in the relevant Product Agreement and the defined terms in the Product Agreement shall have the same meaning where used in this Licence Schedule. In addition, the following terms shall have the following meanings unless the context otherwise requires:
Affiliate means, in relation to a Party, any entity that from time to time directly or indirectly controls, is controlled by, or is under common control with that Party;
Authorised User means employees, workers, agents or contractors of the Supplier whom Supplier has designated as being authorised to access the System on its behalf and who has been provided Logins to access the System by Citibank, where such Logins have not been revoked pursuant to the terms of this Licence Schedule and/or the Product Agreement;
Buyer means a buyer of the Supplier to whom it sells goods and/or services and who is activated on the System;
Confidential Information means information of a Party or its Affiliates that has been received by the other Party in connection with this Agreement which is either designated as confidential or proprietary to the first Party or its Affiliates at the time of disclosure or that the receiving Party knows or reasonably should know to be confidential or proprietary to the first Party or its Affiliates. For example, Citibank’s Confidential Information with respect to which Citibank or its Affiliates are the owner thereof includes Citibank’s and its Affiliates' product information and the terms, conditions and pricing on which they are provided, the Platform, the System Data and all Licensed Resources, and all information relating to the use and operation of the Platform (including software, the form and format of reports and online computer screens);
Equipment means all equipment provided by or on behalf of Citibank or its Affiliates to Supplier for the purpose of accessing or using the System, including all authentication products;
Information/Communication means any and all data (including, without limitation, any personal data), Messages, records, communications and information (a) generated by the System in connection with the Product or any other services provided by Citibank and/or its Affiliates in connection with the Product Agreement, (b) input or uploaded into the System by or on behalf of Supplier or any Buyer, (c) provided by, on behalf of or with respect to Supplier or any Buyer (whether or not through the System) or (d) otherwise arising or provided under, in connection with or relating to the Product Agreement, the Product or any other services provided by Citibank and/or its Affiliates hereunder, including, without limitation, Supplier lists, and the names and information regarding Authorised Users (as updated from time to time) of Supplier or any Buyer;
Intellectual Property Rights means all rights in inventions, patents, copyrights, design rights, domain names, database rights, trademarks and trade names, logos, service marks, rights in passing off, moral rights, typographical rights, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and intellectual creations to which property rights accrue, and all registrations, applications (and rights to apply), disclosures, renewals, extensions, continuations or reissues of any of the foregoing in each case, now or hereafter in force anywhere in the world;
Licence has the meaning given in Clause 2.1.1;
Licensed Resources means, collectively, the Logins, the Platform, and the Policies and Procedures;
Logins mean usernames and passwords for Authorised Users to access the System or (ii) any other process selected by Citibank and its Affiliates in their sole discretion (such as biometrics) for a person to gain access to the System;
Message means any message sent using the System, including any communication relating to a Transaction, but does not include any formal contractual notices;
Party means a party to a Product Agreement;
Platform means the System and the Website, and all upgrades, updates and other improvements to them that may be made from time to time;
Policies and Procedures means all information and materials, whether in electronic or tangible printed form, provided from time to time by Citibank and its Affiliates to Supplier or any Buyer in connection with the use of the System, provided that Citibank and its Affiliates may update the foregoing at any time and from time to time, and its latest release shall supersede any contradictory earlier release unless otherwise expressly stated;
Product mean a dynamic discounting service and/or a buyer payment/payables/supply chain/receivables finance service (howsoever described);
Product Agreement means each agreement entered into between Citibank and/or its Affiliates with the Supplier from time to time under which a Product is provided to the Supplier, which may include a global dynamic discounting agreement or a receivables purchase agreement;
Records mean the records referred to in Clause 5.1;
Regulator means any regulator or governmental body or agency having jurisdiction over Citibank or any of its Affiliates from time to time or whose consent, approval, permission or authority is required for Citibank or any of its Affiliates to carry on their business lawfully;
Schedule means this Licence Schedule;
Software means all software (including software as a service (SaaS)), programs, applications, source code, bytecode, program code, object code, machine code and schema used by a computer or like device in the establishment, operation and/or provision of the System;
Supplier means each counterparty of Citibank or its Affiliates party to the relevant Product Agreement;
System means collectively, (i) the online platform and computerized systems provided by Citibank or its Affiliates or licensors (which may be made available via the Website), including with respect to the Product, (ii) all System Data, (iii) all Software, (iv) all Equipment and (v) all implementation services, training, consultancy services and other services relating to any of the foregoing;
System Data means all data, formulas, algorithms, reports, graphs, drawings, statistics, compilations, records, models and information input into, developed under, used in or otherwise contained in the System or in the operation thereof, including, without limitation, as used to generate Discount Terms for any potential or actual Cleared Invoice File. For the avoidance of doubt, System Data may include (without limitation) Information/Communications;
Transaction means a receivables finance or dynamic discounting transaction permitted under an Product Agreement and/or any agreement with a Supplier in respect of the Product transacted over or using the System;
Virus means any software virus, worm, logic bomb, Trojan horse, time lock, time bomb, cancelbot or malicious code, files, scripts, agents or software of any kind, or any thing(s) similar to any of the foregoing or analogous to them, including any of the foregoing that harm or may adversely affect the operation of the Platform; and
Website means the Internet site located at such web address as Citibank or its Affiliates may notify the Supplier from time to time.

The System License

Grant of License

Subject to the terms of this Licence Schedule, Citibank hereby grants the Supplier a limited, revocable, personal, non-exclusive, non-assignable licence and right, without the right to sublicence, during the term of this Licence Schedule to access and use the Licensed Resources, solely for the purposes contemplated by the Product Agreement (the "Licence"), and the Supplier shall have no other right (including any ownership right or Intellectual Property Right), title or interest to or in the Licensed Resources or any portion thereof.

The Supplier acknowledges that all right, title and interest in and to the Licensed Resources, including without limitation, all Intellectual Property Rights, are vested, and shall remain vested, in Citibank, its Affiliates and/or their licensors. All right, title and interest in and to revisions, upgrades, updates, adaptations, derivative works and other improvements to the Licensed Resources vest solely in Citibank, its Affiliates or their licensors. Except for the grant of the Licence, nothing in this Licence Schedule shall act to operate as an assignment or other transfer of any of such rights to the Supplier.

The Supplier confirms that Citibank, its Affiliates and their service providers may process any Message, System Data or other information posted by or on behalf of the Supplier for the purpose of providing services, processing Transactions under the Product Agreement and operating and maintaining the Platform.

Usage

The Supplier shall access and use, and shall ensure that its Authorised Users access and use the Platform, only in accordance with this Licence Schedule and the Policies and Procedures (including any terms, conditions or other agreements with respect to other modules within the Platform).

The Supplier shall use the Website to access the System on a computer screen, and may print reasonable extracts from the Platform and save reasonable copies of data posted on the Platform to the Supplier’s hard drive, in each case solely for the purposes contemplated by the Product Agreement. All other use of Platform content is forbidden. No other right or licence is granted in respect of the content of the Platform or of the Policies and Procedures.

Security, Authorised Users and Access

The issuance of Logins to Authorised Users and the rules and particular roles applicable to the various types of Authorised User shall be in accordance with the Policies and Procedures.

The Supplier warrants that each of its Authorised Users is authorised to bind the Supplier, and agrees to be bound by any usage of the System that occurs under any of its Authorised Users' Logins, unless it has previously notified Citibank in writing that particular Logins or Authorised Users are to be cancelled or their security has been compromised.

The Supplier is responsible for ensuring that only its Authorised Users access the Platform and for procuring that its Authorised Users: (a) maintain the secrecy of their Logins, do not disclose their Logins to any other person, log out of the System when not in use, and do not otherwise violate any of the terms of the Policies and Procedures, the Product Agreement or this Licence Schedule (with respect to any terms binding upon Supplier or its representatives); and (b) are informed of and abide by the Policies and Procedures. Supplier shall be solely responsible and liable for all activities by any Person, whether or not an Authorised User, that gains access to the System through a Login provided to Supplier hereunder.

The Supplier agrees that: (a) it will not interfere with, circumvent or tamper with any Information/Communication that is to be transmitted through the Platform, or with the restrictions on functionality or information on the Platform, or attempt to do so; (b) it will not introduce to the Platform any Virus and will ensure that any information system under its control that may directly or indirectly be connected to the Platform is regularly scanned for Viruses by up to date industry standard virus scanning and protection software; and (c) it will ensure that all Information/Communication being communicated by the Supplier through the Platform are sent in accordance with the Product Agreement and the Policies and Procedures.

Supplier shall remain informed and notify its Authorised Users as to any updates to the Policies and Procedures that may be implemented by Citibank, its Affiliates and/or their licensors (in their sole discretion) from time to time. Approval and acceptance of an update to the Policies and Procedures shall be deemed to be given if Supplier continues to utilize the System subsequent to the publication of any such update.

If any person who is an Authorised User violates any terms hereof or ceases to be an employee, worker, agent or contractor of Supplier with responsibilities in connection with the program described in this Licence Schedule or the Product Agreement, Supplier shall immediately terminate such person's access to the System and cause such person's Login to be disabled.

The Supplier shall immediately notify Citibank in writing if it becomes aware of any unauthorised use, loss or theft of its Authorised Users' Logins or if the Supplier becomes aware or suspects that any of them have become known by an unauthorised person. Upon such notification Citibank or its Affiliates may (at its absolute discretion) revoke, suspend or disable such Logins and/or issue new Logins to the Supplier. In addition, Citibank and its Affiliates reserve the right (in their absolute discretion) to suspend or terminate use of the Platform (or any part thereof) by any or all of the Authorised Users without notice.

The Supplier shall not, and shall procure that any of its representatives do not, access or attempt to gain access to any part of the Platform that is not permitted under its Logins.

The Supplier shall not use the Platform as or in connection with a bureau service or for the provision of services to third parties.

The Supplier shall promptly use any successors, updates, new releases or replacements of any portion of (a) the Equipment or Software provided to it from time to time by Citibank, its Affiliates or their licensors for use in accessing the System and (b) the Platform (including the module for the Product) provided to it from time to time by Citibank, its Affiliates or their licensors (which in the case of (a) and (b), they retain the right to do at any time and from time to time in its sole discretion), and cease to use the previous version or release of such portion.

Citibank confirms that it implements technical and organisational security measures consistent with ISO/IEC27001:2005 to protect its systems and customer data against unauthorised or unlawful processing and accidental destruction or loss.

Messages

The Supplier shall use the System to send all Messages and perform all Transactions under or in connection with the Product Agreement. Neither party shall use the Platform to communicate formal contractual notices.

Any Information/Communications uploaded, sent or purported to be sent by Supplier or any Supplier via the Platform is valid and binding on Supplier or such Supplier, as applicable, and Citibank and its Affiliates are entitled to rely thereon, irrespective of any error or fraud contained therein or the identity of the individual who sent the Information/Communications. Supplier agrees that the act of sending any Information/Communication electronically in accordance with this Agreement by Supplier or any Supplier is as legally binding on such sender as if such sender had manually executed and delivered such Information/Communication in written form and that Supplier will not contest the validity, legally binding nature or enforceability of that Information/Communication on the basis that the act of sending the Information/Communication electronically is invalid or not binding on Supplier or effective with respect to any applicable Supplier.

System Availability

The Supplier acknowledges and agrees that: (a) Citibank, its Affiliates and their licensors do not represent or warrant that the Platform will be error-free or available without interruption; (b) there will be downtime from time to time when the System cannot be accessed; and (c) Supplier is responsible for providing and maintaining, and Citibank and its Affiliates and licensors have no liability or responsibility in respect of, equipment not supplied by or on behalf of Citibank, or utility services that Supplier utilizes as a result of its participation in the Platform and maintaining a link to the Platform.

Default

Any failure of the Supplier to perform any or all of its obligations under this Clause 2 shall be deemed to be a material breach of this Agreement.

Confidentiality and Data Protection

Each Party will keep the other Party’s Confidential Information confidential on the terms hereof and exercise at least the same degree of care with respect to the other Party’s Confidential Information that the receiving Party exercises to protect its own Confidential Information of a similar nature, and in any event, no less than reasonable care. The receiving Party may only use and disclose the disclosing Party’s Confidential Information to the extent permitted in this Licence Schedule or in a Product Agreement.

The Supplier may use and disclose Citibank’s Confidential Information in order to enjoy the benefit of, enforce or defend its rights and perform its obligations in connection with this Agreement, and to manage the Supplier’s relationship with Citibank and its Affiliates. Citibank and its Affiliates may use and disclose the Supplier’s Confidential Information in order to exercise or enforce their rights and perform its obligations under this Agreement, and to perform the activities contemplated by this Agreement and related activities, including by way of non-exhaustive example: 1) to fulfil foreign and domestic legal, regulatory and compliance requirements; 2) to verify the identity of Supplier representatives who contact Citibank or its Affiliates or may be contacted by Citibank or its Affiliates; 3) for risk assessment, information security management, statistical, trend analysis and planning purposes; 4) to monitor and record calls and electronic communications with the Supplier for quality, training, investigation and fraud prevention purposes; 5) for crime detection, prevention, investigation and prosecution; and 6) to manage Citibank’s and its Affiliates' relationship with the Supplier, which may include providing information to Supplier and Supplier Affiliates about Citibank’s and Citibank Affiliates’ products and services.

Notwithstanding anything in this Agreement to the contrary, the restrictions on the use and disclosure of Confidential Information (other than personal data) in this Agreement do not apply to: information that (i) is in or enters the public domain other than as a result of the wrongful act or omission of the receiving Party or its Affiliates, or their respective representatives in breach of this Agreement, (ii) is lawfully obtained by the receiving Party from a third party or already known by the receiving Party in each case without notice of any obligation to maintain it as confidential, (iii) was independently developed by the receiving Party without reference to the disclosing Party, (iv) an authorized officer of the disclosing Party has agreed in writing that the receiving Party may disclose on a non-confidential basis, or (v) constitutes Anonymized and/or Aggregated Data. “Anonymized and/or Aggregated Data” means information relating to the disclosing Party received or generated by the receiving Party in connection with this Agreement and in respect of which all personal identifiers have been removed, and/or which has been aggregated with other data, in both cases such that the data cannot identify the disclosing Party, its Affiliates or a natural person.

The receiving Party may disclose the disclosing Party’s Confidential Information pursuant to legal process, or pursuant to any other foreign or domestic legal and/or regulatory obligation or request, or agreement entered into by any of them and any authority, domestic or foreign, or between or among any two or more domestic or foreign authorities, including disclosure to courts, tribunals, and/or legal, regulatory, supervisory, tax and government authorities.

Each Party to the Product Agreement will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under the Product Agreement. Without limiting the foregoing, the Supplier warrants that: (i) any personal data that it provides to Citibank has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is provided to Citibank; (ii) it shall provide notice to, and shall seek consent from (and promptly upon Citibank’s request shall provide evidence to Citibank of having provided such notices and/or obtained such consents), data subjects regarding Citibank’s processing of their personal data in accordance with any instructions of Citibank from time to time; and (iii) pursuant to the foregoing clause (ii) it will provide data subjects with a copy of the relevant TTS EEA Privacy Statement accessible at https://www.citibank.com/tts/sa/tts-privacy-statements/index.html (or such other URL or statement as Citibank may notify to the Supplier from time to time). Each Party to the Product Agreement will promptly notify, and reasonably cooperate with and provide information to, the other Party in respect of any data subject requests, communications from supervisory authorities, or material security incidents relating to the processing of personal data under this deed, in each case to the extent reasonably necessary to enable the other Party to meet its obligations to data subjects and/or supervisory authorities. The terms “personal data”, “processing”, “data subject” and “supervisory authority” shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.

Representations and Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE SCHEDULE OR THE PRODUCT AGREEMENT, NO REPRESENTATION, WARRANTY, TERM OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO QUALITY, SKILL, CARE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN OR ASSUMED BY THE BANK IN RESPECT OF THE SYSTEM AND/OR THE WEBSITE, WHICH IS PROVIDED ON AN "AS IS" BASIS. ALL SUCH REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS (WHETHER EXPRESS, IMPLIED OR OTHERWISE) ARE DISCLAIMED AND EXCLUDED, EXCEPT TO THE EXTENT PROHIBITED BY LAW.

Information, Data, and Access

The Supplier shall maintain sufficient records of all Messages and Transactions sent or entered into by it using the System and otherwise with respect to its obligations and activities in connection with this Licence Schedule, including (without limitation) information with respect to any underlying commercial trade transaction (or associated disputes) to which it is a party, and with respect to compliance of such transactions with applicable laws and regulations ("Records"). The Supplier shall retain each Record required to be maintained under this Clause 5 during the longer of (i) the term of this Licence Schedule, (ii) the term of the Product Agreement or (iii) as may be required by law or regulation.

The Supplier shall provide Citibank or its Affiliates with copies of any Records as they may require, or shall allow Citibank and its Affiliates to examine and take copies of the Records, or any part of them, which are reasonably required in order to comply with an order, instruction or request from any authority of competent jurisdiction, or to ensure compliance with or in connection with the performance of the terms of this Licence Schedule and/or the Product Agreement.

Recognition of Bail-In

Notwithstanding any other terms of this Licence Schedule or any other agreement, arrangement or understanding between the parties, each counterparty (including each Supplier) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Licence Schedule may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (a) any Bail-In Action in relation to any such liability, including (without limitation) (i) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (ii) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (iii) a cancellation of any such liability and (b) a variation of any terms of this Licence Schedule to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

For the purposes of this Clause 6 (Recognition of Bail-In): (a) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (b) "Bail-In Legislation" means, in relation to Ireland, the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289/2015). (c) "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (d) "BRRD Party" means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD, including Citibank Europe plc. (e) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. (f) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. (vii) "Write-down and Conversion Powers" means, in relation to Ireland, any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Ireland, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules and standards created thereunder, pursuant to which (A) any obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period) and (B) any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised.

Miscellaneous

Termination: This Licence Schedule is part of the Agreement and will terminate if either Party terminates the Product Agreement. Upon termination or expiry of this Licence Schedule: (i) Citibank and its Affiliates will no longer accept Information/Communications or Transactions from the Supplier; (ii) Citibank and its Affiliates will only proceed with any outstanding Transactions that Citibank received and accepted prior to the time of termination; (iii) the Supplier shall remain responsible for all liabilities to Citibank in respect of any Transactions that remain due and outstanding at the time of termination; and (iv) Citibank and its Affiliates will disable any Logins relating to the Supplier and its Authorised Users. Termination of this Licence Schedule is without prejudice to each Party’s rights which accrued up to the date of termination. The rights to terminate this Licence Schedule are not exclusive but shall be in addition to every other remedy or right, including the right to recover damages and seek equitable remedies.

Survival: Clauses 3 (Confidentiality) 5 (Information, Data and Access) and 7 (Miscellaneous) of this Licence Schedule shall continue to apply to and survive the termination of this Licence Schedule.