PACKAGED TERMS UK 1.0a

THESE ARE THE PACKAGED TERMS AND CONDITIONS (HEREINAFTER THE “PACKAGED T&CS”) REFERENCED IN THE PRINCIPAL AGREEMENT AND TO WHICH THE CUSTOMER AGREES IS IT BOUND.

1. INTERPRETATION
1.1 Definitions:
Actual Charges: Shall mean the amounts calculated and payable in line with the provisions of these Packaged T&Cs and those of the Principal Agreement.
Bluefort Background IPRs: All Intellectual Property Rights that are owned by or licensed to Bluefort.
Bluefort Employee / Representative: Shall mean an employee or a representative of Bluefort as may be designated by Bluefort.
Customer Background IPRs: All Intellectual Property Rights owned by the Customer or licensed to the Customer by a person who is not Bluefort.
Customer Employee / Representative: Shall mean an employee or a representative of the Customer as may be designated by the Customer.
Customer Materials: All materials, equipment and tools, drawings, specifications and data, including Customer Background IPRs, supplied by the Customer to Bluefort in order to provide the Services.
Deliverables: All documents, products and materials developed by Bluefort or a Bluefort Employee in any form, including without limitation any Releases, computer programs, software customisations, developed software data, reports and specifications (including drafts). For the avoidance of doubt, any material developed which does not fall within the Specifications, as defined, shall not be considered to be a Deliverable or a Release.
Foreground IPRs: All Intellectual Property Rights in the Deliverables, other than Bluefort Background IPRs.
Intellectual Property Rights: Shall mean patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Man Day: Shall mean and shall be equivalent to eight hours of work provided by the Bluefort Employee when carrying out the Services. By way of example, two (2) Man Days shall be equivalent to sixteen (16) hours, and thirty two (32) hours shall be equivalent to four (4) Man Days.
Releases: means any individual or collective document, product or material which is developed, provided or produced by Bluefort to the Customer in accordance with the definition provided above in these Project Delivery Terms to the term ‘Deliverables’.
Resource Allocations: Shall mean the Bluefort Employee/s / Representatives.
Package: A fixed-scope service offering provided by Bluefort for a one-time fee, delivering standard functionality and setup data within Microsoft Dynamics 365 Business Central (“BC”) as further described in the Annex. The Package excludes any ongoing maintenance or additional customizations outside the listed scope.
Package Add-on: Any optional, separately purchasable enhancement or extension to the Package (e.g., additional legal entity setup, inter-company logic, payment collections). Package Add-ons are also fixed-scope, delivered for a one-time fee, and subject to the same exclusions and assumptions as the Package unless otherwise specified.
Services: shall be interpreted as the scope of consulting, data migration, configuration, training, and/or other services set forth in the purchased package’s description. A more detailed description is contained within the Principal Agreement.
Specification: shall mean the written specification or scope defining the Deliverables and activities included in the package (e.g., data migration templates, training outlines). Anything not explicitly listed within that specification is out of scope.
Statement of Work (SoW): A separate contractual document detailing any additional services outside the Package or Package Add-ons. The SoW defines the specific activities, timelines, responsibilities, and fees for such extra services.
VAT: Shall mean value added tax chargeable under English law for the time being and any similar tax.

2. PACKAGED SERVICES: SCOPE & DELIVERY
2.1 Nature of Services
Under these Packaged T&Cs, Bluefort shall provide a defined scope of services (“Package”) to the Customer. Typical inclusions may be:
a. Data migration templates and support (including best-practice templates).
b. Configuration of standard data for the Customer’s environment(s).
c. Training for Customer personnel.
d. Assistance with User Acceptance Testing (“UAT”).
e. Deployment of system data and/or configurations in up to two (2) environments (test and production).
f. Coverage for one (1) legal entity as part of the core package, unless otherwise stated in the Principal Agreement.
2.2 Packages
2.2.1: SMB Core Package and Add-Ons: Bluefort offers a fixed-scope SMB Core Package with optional Add-Ons, as more fully described in the Annex. The SMB Core Package covers one (1) legal entity in one (1) BC tenant and focuses on standard finance and subscription management configurations. Add-Ons (e.g., additional legal entities, inter-company trading, payment collections) may be purchased separately, each subject to its own scope, assumptions, exclusions, and fees.
2.2.2: Exclusions and Additional Services: Any requirements not expressly included in the SMB Core Package or its applicable Add-Ons, as set forth in the Annex, are excluded from the scope of these Packaged T&Cs. Should the Customer require further services, the Parties must execute a separate Statement of Work (“SoW”) detailing responsibilities, timelines, and costs.
2.2.3: Delivery Milestone: Delivery shall be deemed fulfilled once the solution is deployed in both the test and production environments on one (1) tenant for the covered legal entity (or entities). Upon such deployment, Bluefort will notify the Customer in writing, triggering a five (5) Business Day acceptance period. During this period, the Customer shall confirm in writing that the system is accepted or provide a written notice detailing any material, package-related defects. If the Customer fails to provide such notice within the five (5) Business Day period, the solution shall be deemed accepted. Bluefort will then remediate any confirmed material defects in a commercially reasonable timeframe. Once remediated, or if no defects were raised, the system shall be deemed fully accepted. Customer Data: Bluefort will assist the Customer with migrating or handling final data, but the Customer is solely responsible for data accuracy and completeness. Bluefort disclaims all liability for any errors, inconsistencies, or inaccuracies in the Customer’s data.
2.2.4 Add-On Services: The Customer may opt for additional services or add-ons (e.g., additional legal entity setup, inter-company trading functionality, specialized integrations). The scope and fees for these add-ons shall be detailed in a separate or amended Principal Agreement and are subject to these Packaged T&Cs.
2.3 List of Features & Microsoft Roadmap Disclaimer: A number of standard product features within Microsoft Dynamics 365 Business Central may be relevant to the Customer’s solution, including (but not limited to):
• Comprehensive GL, AR, and AP management
• Create purchase orders and match payments
• Generation and maintenance of plans
• Bank reconciliation
• Subscription billing lead-to-order automation
• Live bank feeds and tax management (UK)
• Consumption billing
• Financial reporting
• Subscription procurement
• Month-end reporting
• Create sales quotes and invoicing
• Price lists and discounts
• Revenue recognition and reallocation
• Multiple subscription types (Per Unit / Consumption-based / Flat rate / Tiered)
• Auto-renewal billing
• Multiple subscription billing types (Upfront, Arrears, or Combination)
• Integrations: Real-time integrations to Teams, Outlook, and Excel
These features are based on Microsoft’s official roadmap for Dynamics 365 Business Central and are subject to change at Microsoft’s discretion. Bluefort does not guarantee the availability, continuity, or functionality of the above features and shall not be held liable for any modifications, discontinuations, or alterations by Microsoft. Unless expressly stated in writing, Bluefort’s Package does not include configuring or setting up these specific features in the Customer’s environments. The Customer remains responsible for independently configuring any features it wishes to use.
2.2 Responsibility for Customer Data & Setup:
2.2.1 Any data or setup provided by Bluefort in the Package excludes the Customer’s proprietary data (e.g., bank accounts, custom accounts in the chart of accounts, or any additional records unique to the Customer).
2.2.2 The Customer is solely responsible for creating, inputting, or migrating its own data, whether manually or through data import tools.
2.2.3 Bluefort will provide instructions or manuals detailing how to create new records or import data within Dynamics 365 Business Central. However, the Customer remains accountable for ensuring the accuracy, completeness, and legality of all such data.
2.3 Project Communication
2.3.1 Streamlined Engagement: The Parties acknowledge that the Services hereunder are delivered on a fixed-scope basis. Consequently, both Parties agree to keep all project communication focused on essential matters to maintain efficiency and avoid unnecessary overhead.
2.3.2 Points of Contact: The Customer shall designate a single Customer Representative responsible for all official communication and approvals on behalf of the Customer. Bluefort shall designate a Bluefort Representative responsible for coordinating and delivering the Services.
2.3.3 Methods & Frequency: Primary communication shall take place via email or other agreed-upon electronic channels. Scheduled calls or remote meetings shall be kept to a minimum and take place only when necessary to clarify critical issues or confirm key decisions.
2.3.4 Scope of Communication: If queries or requests from the Customer indicate a need for additional services or go beyond the fixed scope, Bluefort may recommend a Change Request (as defined elsewhere in these T&Cs). Any additional meetings or extensive consultation time beyond what is included in the Package may be subject to additional fees.
2.3.5 Timely Response & Feedback: Each Party commits to providing timely responses to information or approvals requested by the other Party, in line with the stated delivery timelines. Delays or lack of response from the Customer may impact the delivery schedule or incur additional costs, as stipulated under Clause 5.4 (Customer Delays, Rework & Additional Costs).
2.3.6 Excluded Services: Unless agreed in writing, the Package excludes any activities not explicitly stated in the Specification or scope, such as major customizations, newly requested functionality, or ongoing support outside the mandatory support term (if any). Any such requests shall be handled via a Change Request process or separate agreement.

2.4 Both Parties are committed to the success of the Services and, therefore, both Parties recognise that to be successful they have to work together, and acknowledge that the following principles are intended to underpin this relationship and as such, both Parties acknowledge that these principles shall be followed in order to successfully meet their own obligations under the Agreement:
2.4.1 The Bluefort Representative shall have decision-making authority to quickly make critical decisions.
2.4.2 The target time for making project time-critical decisions is within two (2) working days of them being raised and documented. A failure to respond within this timeframe can negatively impact the Services being delivered and Bluefort shall have no liability for any such impact caused by the Customer’s failure to respond within the specified time
2.4.3 An urgent meeting between the Bluefort Representative and the Customer Representative will be convened in a target time of within two (2) working days from the request to meet being raised in order to take escalated decisions about project strategy, business change and business policy, and to resolve decisions escalated to them.
2.4.4 Bluefort shall monitor, co-ordinate and oversee the performance by the Bluefort Employees engaged in the execution of the Services of their respective terms of appointment and advise the Customer in relation thereto and use all reasonable endeavours to enable the Bluefort Employees to comply with their obligations under their respective appointments.
2.4.5 Both Parties shall establish and maintain procedures and lines of communication for the exchange of information reporting approvals and consents as may be required during the execution of the Services.

3. CHANGE REQUESTS
3.1 Either party may propose changes to the scope or execution of the Services and/or the time estimated for delivery but no proposed changes shall come into effect until a relevant Change Request (CR) has been signed by both parties. A CR shall be a document setting out the proposed changes and the effect that those changes will have on:
3.2.1 the scope of the Services and/or a Statement of Work;
3.2.2 the Charges; and
3.2.3 time for delivery of the Services or any part thereof.
collectively “Changes”
3.2 If Bluefort wishes to make a Change it shall provide a draft CR to the Customer.
3.3 If the Customer wishes to make a Change it shall notify Bluefort and provide as much detail as Bluefort reasonably requires of the proposed Changes and Bluefort shall, as soon as reasonably practicable provide a draft CR to the Customer.
3.4 If the parties agree to a CR, they shall sign it and that CR shall amend the relevant Statement of Work upon the terms of that CR.
3.5 If the Parties cannot agree to a CR then the matter shall be escalated as between the responsible directors. They shall have a period of seven (7) days to meet and attempt resolution, both parties shall act demonstrably in good faith in pursuit of a solution.
3.6 If despite the efforts above no resolution arises, then Bluefort shall to the extent it is able continue to provide the Services in the manner originally contemplated on signature of the Principal Agreement. If it cannot do so then Bluefort may but shall not be obliged to suspend or terminate the Services delivered under the affected Principal Agreement and without liability.

4 INTELLECTUAL PROPERTY
4.2 Bluefort shall retain ownership of all Bluefort Background IPRs and shall have no claim in respect of the Customer Background IPRs.
4.3 The ownership, including any and all Intellectual Property Rights in and to any Foreground IPRs, Packages, Add-on’s, Statements of Work, Change Requests, Deliverables and/or Releases shall solely vest in Bluefort. Notwithstanding this, the Customer shall have a perpetual, non-exclusive royalty-free licence to use the Foreground IPRs and the Deliverables / Releases solely for those purposes connected with the Services.
Provided that the Customer shall not during or at any time after the completion, expiry or termination of the Principal Agreement in any way question or dispute the ownership by Bluefort of the Foreground IPRs and Deliverables / Releases.
Provided further that Bluefort and the Customer hereby agree to do all such things and to sign and execute all such documents and deeds as may reasonably be required, at the cost of Bluefort, in order to perfect, show and confirm Bluefort’s sole ownership in respect of the Foreground IPRs and Deliverables / Releases.
Provided further that the Customer shall not be entitled to create any derivative works of the Foreground IPRs or the Deliverables and/or Releases and the Customer shall not be entitled to sub-licence, assign or otherwise transfer the non-exclusive royalty-free license mentioned further above in this Clause 3 in respect of the Foreground IPRs or the Deliverables / Releases.
4.4 This Clause 3 shall survive the termination of this agreement and/or the Principal Agreement.
5. FEES & PAYMENT
5.1 Upfront Fee: In consideration of the Package, the Customer shall pay the total package fee upfront upon signing the Principal Agreement, unless otherwise agreed in writing. This fee is non-refundable.
5.2 Add-On Fees: Add-Ons or additional options (e.g., extra legal entities or specific integrations) may incur separate fees, invoiced upfront.
5.3 Change Requests: Any out-of-scope work requested by the Customer that is not included in the Package specification will be estimated separately. If the Customer approves a Change Request, it agrees to pay in full the amounts quoted therein.
5.4 Late Payment: If the Customer fails to pay any amount when due, Bluefort shall be entitled to suspend and/or terminate the Services until such time as it receives payment, and without liability to the Customer for any consequence arising from suspension of the Services. This does not limit any other rights or remedies available to Bluefort.
5.5 No Set-Off: All amounts due under the Agreement shall be paid in full without set-off, counterclaim, deduction, or withholding, except as required by law.

6 INSURANCE
6.1 During the term of this agreement and for a period of 12 months after the expiry or termination of this agreement, Bluefort shall maintain in force, with a reputable insurance company, professional indemnity insurance at an amount not less than €1,000,000 and shall, on the Customer’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.

ANNEX: SMB CORE PACKAGE & ADD-ONS
A.1 SMB Core Package
Scope
Financial Management: GL, AR, and AP setup; basic financial reporting; tax management (where relevant); month-end processes.
Billing & Subscription: Subscription billing lead-to-order, consumption billing, price lists and discounts, invoice and purchase order creation, bank reconciliation (e.g., UK tax management), and out-of-the-box Business Central subscription management.
Out-of-the-Box Integrations: Real-time connectivity to Teams, Outlook, and Excel (Customer must hold valid licenses).
Assumptions & Exclusions
Single Legal Entity: Package covers configuration for one (1) legal entity in one (1) BC tenant. Additional entities or tenants require an Add-On or Statement of Work (SoW).
No Ongoing Maintenance: The Package is a one-time delivery. Post-Go Live support or maintenance requires a separate contract (e.g., a Support Package).
Customer Data & Licensing: The Customer provides cleansed data and acquires required Microsoft 365 or BC licenses. Bluefort supplies templates and guidance but does not perform full data migration.
Activity Flow: Below is a guideline activity flow for the SMB Core Package delivery. Please note that the steps, timelines, or activities may be adapted at Bluefort’s sole discretion.
1. Pre-Kick-off (Customer-Led):
Deployment of BC SaaS: The Customer acquires or provisions Microsoft Dynamics 365 Business Central (SaaS) in its Microsoft 365 tenant.
User Access Setup: The Customer grants relevant users access to BC SaaS.
Data Cleansing via Templates: The Customer prepares and cleanses data using standard templates provided by Bluefort.
Finance Questionnaire: The Customer completes any preliminary finance-related questionnaire(s) to aid configuration.
2. Kick-off: A Microsoft Teams call where Bluefort and the Customer finalize the schedule, clarify roles, and confirm readiness to start the Package delivery.
3. Configuration & Data Migration (Approx. Days 1–5)
Configuration via Data Packages: Bluefort configures the core BC financial modules and subscription functionality using Bluefort’s standard data packages.
Data Migration: Customer-led process to import cleansed data into BC, assisted by Bluefort’s guidance (templates, best practices, troubleshooting support).
4. Training with Customer’s Data (Approx. Day 6): Bluefort conducts training sessions, using the Customer’s data already imported into BC, to familiarize end-users with key finance and subscription processes.
5. User Acceptance Testing (UAT) (Approx. Days 7–8): The Customer tests critical workflows (finance, billing, reporting) in a controlled environment. Any significant issues or clarifications are noted and addressed by Bluefort in this phase.
6. Go Live: Once UAT is approved, the system transitions from test to live usage. Bluefort provides final guidance and oversight.
7. Production Data Migration (Approx. Days 9–11, if required): The Customer migrates or updates final production data into BC, with Bluefort’s support as defined in the Package scope.
8. Post-Go-Live Enhancements (Out of Scope): Any enhancements or additional development beyond the SMB Core Package scope (e.g., new modules, advanced customizations) require a separate Add-On or SoW.
9. Support Contract (1 year or as agreed): Following Go Live, the Customer will commence a dedicated Support services as defined in the Support T&Cs to handle ongoing queries, troubleshooting, and minor updates.
Timeline: Estimated at eight (8) working days in total, subject to Customer readiness and data volume.

A.1A Add-On: Additional Legal Entity
Scope: Setup of one additional legal entity within the existing BC tenant, with data migration support. The customer is responsible for any data migration activities required. Bluefort will support the customer with templates, best practices and troubleshooting support.
Activity Flow: Bluefort will typically roll out additional legal entities after Training with Customer’s Data or UAT is completed, depending on context of additional legal entities.
Duration: ~2 days from kick-off to Go Live.
Exclusions: Does not include brand-new BC tenant creation. If the additional legal entity has different requirements from the main legal entity implemented in the Package, a new Change Request needs to be raised for the discover session and implementation of the request.

A.1B Add-On: Inter-Company Trading
Scope: Setup of inter-company trading functionality, data migration assistance, Go Live support, applicable only if the tenant already has 3+ legal entities correctly set up all on one (1) tenant.
Duration: ~2 days from kick-off to Go Live.
Exclusions: Does not include creating additional legal entities; that requires its own Add-On or SoW. Multi tenants intercompany setup is excluded from this add-on, however this service can be provided as a Change Request.

A.1C Add-On: TAPP Payment Collections
Scope: Setup and configuration for payment collection integration for automated global Direct Debit or Card (either GoCardless OR Stripe) for Dynamics 365 Business Central, including training and Go Live support.
Environments: Bluefort will deploy the TAPP on one (1) test environment and one (1) production environment, both on one (1) tenant.
Exclusions: The Customer is responsible for establishing vendor/merchant accounts and the respective test sandbox environments; Bluefort does not manage 3rd-party registrations. Customer must ensure that D365 Business Central test environment is accessible by Bluefort.
Features: Auto bank reconciliation of payments, auto vendor fees recognition, dunning automation.

A.1D Add-on: Advanced Reporting
Scope: Deployment of report including the following metrics:
1. Overview dashboard
• Average Revenue/Subscription
• Monthly Recurring Revenue
• Annual Recurring Revenue
• Active vs Inactive Customers
• Customer Lifetime value
• Total No. of Customers
• Total No. of Active Subscriptions
• Top customers by Revenue

2. Financial & Revenue
• Monthly Recurring Revenue
• MRR Breakdown
• Deferred Revenue Report
• Annual Recurring Revenue
• Revenue vs previous Month (%)
• Revenue by Contract Type

3. Customer & Subscription Analysis
• Average Customer Lifetime (Value)
• Average Customer Lifetime (Months)
• No. of Churned Customers over time
• New Subscriptions (Contracts) vs previous Month (%)
• Customer Churn over time
• Customer Churn value over time
• New customers over time
•  Revenue by Customer Posting Group
Dependencies: Microsoft PowerBI licensing and a production deployed BC environment with historical data.

A.1 Prerequisites
Customer Environment: A working Microsoft 365 tenant with an active BC license.
Customer Responsibilities: Providing timely access, data, and resources to enable Bluefort’s configuration.

A.2 TAPP Payment Collections for Dynamics 365 Business Central
Scope: Setup and configuration for payment collection integration for automated global Direct Debit or Card (either GoCardless OR Stripe) for Dynamics 365 Business Central, including training and Go Live support.
Environments: Bluefort will deploy the TAPP on one (1) test environment and one (1) production environment, both on one (1) tenant.
Exclusions: The Customer is responsible for establishing vendor/merchant accounts and the respective test sandbox environments; Bluefort does not manage 3rd-party registrations. Customer must ensure that D365 Business Central test environment is correctly set up and accessible by Bluefort.
Features: Auto bank reconciliation of payments, auto vendor fees recognition, dunning automation.

By purchasing and/or using the Packaged Services described herein, the Customer confirms it has read, understood, and agrees to be bound by these Packaged T&Cs.

Version SMB_UK_SMBSUP1.0

Revision date: 23 January 2025