PACKAGED TERMS MT 1.0a

The following terms (hereinafter the “Packaged T&Cs”) shall apply to all Bluefort packaged services and shall be read and construed in conjunction with the Bluefort General Terms and Conditions of Service (hereinafter “T&Cs”).
The Customer agrees to be bound by these Packaged T&Cs and the T&Cs upon entering into a principal agreement with Bluefort (hereinafter “the Principal Agreement”) which shall stipulate the type of services which Bluefort shall provide to the Customer and which may also incorporate, by reference, the provisions of other agreements of Bluefort. The Principal Agreement, the T&Cs and these Packaged T&Cs shall thus be read, understood and interpreted as one document.

1. INTERPRETATION
The following definitions and rules of interpretation apply in these T&Cs:
1.1. Definitions
Applicable Law: Unless otherwise provided, this shall refer to the laws of the Republic of Malta.
Business Day: Any day other than a Saturday, Sunday, public holiday or national holiday in Malta.
Bluefort Employee: The employee(s), agent(s) or subcontractor(s) used by Bluefort for the provision of the Services.
Bluefort Representative: Means the person identified by Bluefort in the Principal Agreement.
Customer Representative: Means the person identified by the Customer in the Principal Agreement.
Confidential Information: Information that is proprietary or confidential and is either clearly labelled or identified as such, or otherwise clearly acknowledged by any Party as being Confidential Information. For the avoidance of doubt, Confidential Information shall include, but is not limited to, the contents of the Principal Agreement and of the Services, the business affairs and/or business operations, business plans, contracts, customers (including customer lists), drawings (technical or otherwise), inventions (irrespective of whether the foregoing are patented), know-how, machinery, presentations of information, methods of doing business, methods of manufacturing, organisation, suppliers, trade secrets of either of the Parties.
Commencement Date: means the date of the Principal Agreement.
Intellectual Property Rights: Shall mean all vested, contingent and future intellectual property rights including but not limited to patents, utility models, rights to inventions, mathematical methods, mathematical formulas, mathematical algorithms, copyright and neighbouring and related rights, aesthetic creations, moral rights, sui generis rights (as recognised and protected by the provisions of the Copyright Act – Chapter 415 of the Laws of Malta), trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, design rights (whether registered or unregistered), rights in computer software, database rights, 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.
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.
1.2. Clauses, schedules and paragraph headings shall not affect the interpretation of these T&Cs.
1.3. A ‘person’ shall include an individual, corporate or unincorporated body (whether or not having separate legal personality), and that person’s legal and personal representatives, successors or permitted assignees.
1.4. A reference to a ‘company’ shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of the Principal Agreement.
1.8. A reference to ‘in writing’ and/or ‘written’ shall include registered mail and/or electronic mail (e-mail).
1.9. References to ‘clauses’ and ‘schedules’ are to the clauses and schedules of these T&Cs.
1.10. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
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.
2.2.1 Responsibility for Customer Data & Setup:
2.2.1.1 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).
2.2.1.2 The Customer is solely responsible for creating, inputting, or migrating its own data, whether manually or through data import tools.
2.2.1.3 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).
2.4 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.
3. INTELLECTUAL PROPERTY
3.1 Bluefort Background IPRs & Customer Background IPRs: Bluefort retains all rights in and to its Background IPR. The Customer retains all rights in and to its own Background IPRs.
3.2 Ownership of Deliverables / Foreground IPRs: All Intellectual Property Rights in any Deliverables (including Packages, Statement of Work or Change Requests) (or any newly developed code, configurations, or customizations) shall vest exclusively in Bluefort. Notwithstanding, the Customer receives a perpetual, non-exclusive, royalty-free license to use such Deliverables solely within its internal business operations, subject to full payment of all applicable package fees.
3.3 Limitations on Use: The Customer shall not create derivative works of the Deliverables without Bluefort’s prior written consent. The Customer shall not sub-license or assign its rights to the Deliverables without Bluefort’s prior written consent. Maintenance of these Deliverables, including updates required by Microsoft or other third-party platform changes, may incur additional fees, as specified in the Principal Agreement or via a Change Request.
3.4 Survival: This Clause 3 shall survive the termination or expiration of the Agreement.
4. FEES & PAYMENT
4.1 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.
4.2 Add-On Fees: Add-Ons or additional options (e.g., extra legal entities or specific integrations) may incur separate fees, invoiced upfront.
4.3 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.
4.4 Late Payment: If the Customer fails to pay any amount when due, Bluefort may charge interest on the overdue amount at the rate set out in the T&Cs or as permitted by Applicable Law. This does not limit any other rights or remedies available to Bluefort.
4.5 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.
5. RESPONSIBILITIES & OBLIGATIONS
5.1 Bluefort’s Obligations:
(a) Provide the Services diligently in accordance with the Package scope and timeline.
(b) Secure all necessary licenses, consents, or permissions required to deliver the Package (excluding Customer’s licenses for Microsoft Dynamics 365 or other third-party software, which remain the Customer’s responsibility).
(c) Allocate sufficient resources to complete the Package as specified.
5.2 Customer’s Obligations:
(a) Cooperation: Cooperate fully with Bluefort (e.g., provide timely feedback, approvals, data, and access to relevant systems).
(b) Licensing: Obtain and maintain necessary licenses for third-party software (e.g., Microsoft Dynamics 365).
(c) Timely Responses: Provide any information or access reasonably requested by Bluefort without undue delay.
(d) Data Accuracy: Ensure all data provided is accurate, consistent, and complete, acknowledging that Bluefort is not liable for data quality issues.
5.3 Change Control: Should the Customer require modifications or enhancements beyond the Package specification, the Customer shall submit a written Change Request. Bluefort shall evaluate feasibility, cost, and timelines. Approved Change Requests become binding and invoiced separately.
5.4 Customer Delays: If the Customer causes or contributes to any delay by failing to provide data, approvals, resources, or other inputs within agreed timeframes, the Customer accepts responsibility for any resulting increase in costs. Should rework be required due to Customer actions, omissions, or inaccurate information (including data or instructions), the Customer likewise agrees to bear the related costs. Any new scope or scope modifications arising from such delays or rework shall be managed via the Change Request process in Clause 5.3, which sets out how revised fees and timelines will be assessed and invoiced.
6. ACCEPTANCE & COMPLETION
6.1 Delivery Completion: The Package is deemed delivered once Bluefort standard data has been successfully deployed in the Customer’s test and production environments. Bluefort will make all commercially reasonable efforts to meet any timelines or milestones set out in the package scope.
6.2 Acceptance: Unless otherwise agreed in writing, the Customer has five (5) Business Days after deployment in test/production to confirm in writing its acceptance or to note any material issues. Failure to notify Bluefort of any material, package-related issues within that timeframe constitutes deemed acceptance.
6.3 Remediation: If the Customer identifies material, package-related defects in writing within the acceptance period, Bluefort shall remedy such defects in a commercially reasonable timeframe. Once remediated, acceptance is deemed final.
7. LIABILITY & WARRANTIES
7.1 Limited Warranty: Bluefort represents and warrants that it will perform the Services with reasonable skill and care consistent with industry standards. No other warranties, express or implied, apply to these Packaged T&Cs or the Services, to the maximum extent permitted by law.
7.2 Exclusion of Certain Damages: Subject to any clause in the T&Cs addressing limitation of liability, neither Party shall be liable for indirect or consequential damages, loss of profit, or revenue, except where liability cannot be limited by law.
7.3 Liability Cap: Unless otherwise stated in the T&Cs, Bluefort’s total liability for claims arising under these Packaged T&Cs or related to the Services shall not exceed the fees paid (or payable) under the relevant Package in the twelve (12) months preceding the event giving rise to the claim.
7.4 Customer’s Indemnity: The Customer shall indemnify Bluefort against any claims or losses arising from (i) the Customer’s unauthorized use of the Deliverables, (ii) the Customer’s breach of any third-party license terms or obligations, or (iii) any inaccurate or incomplete Customer data that causes damage or loss to Bluefort or a third party.
8. TERMINATION
8.1 Termination for Breach: Either Party may terminate these Packaged T&Cs if the other Party commits a material breach, which remains unremedied for thirty (30) days following written notice.
8.2 Consequences of Termination
Upon termination:
(a) Bluefort may immediately cease performing the Services.
(b) The Customer shall settle all accrued, outstanding fees due for the Package and any approved Change Requests.
(c) The licenses granted in Clause 3.2 survive only to the extent fees for the Deliverables have been fully paid.
8.3 No Refund: Because Package fees are paid upfront and are non-refundable, the Customer is not entitled to any refund in the event of early termination, except as may be expressly provided under Applicable Law.

9. FORCE MAJEURE
9.1 Neither Party shall be liable for any delay or failure to perform obligations under these Packaged T&Cs if such delay or failure is caused by events beyond that Party’s reasonable control (e.g., acts of God, natural disasters, war, strikes, or government restrictions). If such events persist for more than one (1) month, either Party may terminate upon fourteen (14) days’ written notice.
10. MISCELLANEOUS
10.1 Entire Agreement: These Packaged T&Cs, the T&Cs, and the Principal Agreement constitute the entire agreement concerning the scope of the Package and supersede all prior understandings relating thereto.
10.2 Amendments: No modification to these Packaged T&Cs shall be valid unless in writing and signed by both Parties.
10.3 No Waiver: A delay or failure to enforce any right under these Packaged T&Cs does not constitute a waiver of that or any other right.
10.4 Severability: If any provision of these Packaged T&Cs is held invalid, illegal, or unenforceable, the remaining provisions shall remain effective.
10.5 Notices: All notices must be given in writing by hand-delivery, registered mail, or email (with proof of receipt) to the addresses specified in the Principal Agreement.
10.6 Governing Law & Jurisdiction: These Packaged T&Cs shall be governed by and construed in accordance with Maltese law (unless otherwise specified in the Principal Agreement), and any disputes shall be subject to the exclusive jurisdiction of the Courts of Malta.

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_MT_SMBSUP1.0

Revision date: 8 January 2025