CNUT-IQS IT Gateway License and Service Agreement
Article 1: Contracting parties
This License and Service Agreement is established between IQS Group (Axellerate HongKong, O/B IQS Group), (IQS), comprising IQS and its representatives and the Customer, comprising the Customer and its representatives.
IQS and its representatives includes:
· Axellerate HongKong Limited O/B IQS Group, a Hong Kong registered company
· International quality solutions Corp Niger, Official Acronym: IQS CORP NIGER, a Niger registered company
· Representatives, affiliates and subsidiaries licensed and contracted to perform services on behalf of IQS
The Customer and its representatives includes:
· The Customer, and
· their representatives or affiliates acting on their behalf.
Article 2: The content and effectiveness of the agreement
1.This agreement includes the body of this agreement and all notices requiring consent that IQS issues during the course of providing service, and future amendments and updates to this agreement including privacy policies, other policies, rules, declarations, notifications, warnings, tips, (hereinafter referred to as the "rules"). The above-mentioned rules shall be an integral part of this agreement and shall have the same legal effect as the body of the agreement.
2. IQS has the right to reformulate or modify all or part this agreement and the rules from time to time according its need. When these modifications are released, they replace the original agreement and rules immediately and automatically take effect. If the Customer does not agree with these modifications or changes, the Customer should immediately stop using IQS services. By continuing to use IQS services the Customer indicates acceptance of the revised agreement and rules.
3. IQS may notify Customers of the revised agreement or rules in writing by way of electronic mail, regular mail, account statements, invoices, within digital applications, or by other relevant means.
4. Customers can accept or consent to revised agreements and rules by continuing to use IQS services, by logging into IQS applications, by accepting notices within IQS applications or by other relevant means. Accepted or consented revised agreements or rules take affect immediately. Agreements or rules not yet accepted by the Customer take affect within one month of notification.
Article 3: Provision of services
1.According to the provisions of the Niger law, multi-modal transit shipments involving ocean freight and exports of uranate, must obtain a Cargo Tracking Note (CTN) from CNUT or its authorized representative as described in these decrees, which are incorporated herein by reference.
o INTERMINISTERIAL DECREE N°000130/MT/ME/F of 14th DECEMBER 2015 defines the tariffs and fees due at embarkation and the related non-compliance penalties
o INTERMINISTERIAL DECREE N°000129/MT/ME/F of 14th DECEMBER 2015 defines and requires the computerized, unified receipt
The CTN must be obtained at embarkation to be compliant with Niger law. Further, the CTN must be validated prior to disembarkation to be compliant with Niger law. A validated CTN is required for Customs clearance and regularization at the Niger border. Non-compliant transit shipments are subject to required penalties including the mandatory canceling of the CTN and additional mandatory fees.
2.IQS devotes itself to providing CTN processing services for Niger as CNUT’s only authorized representative. These services include receiving and processing CTN applications and payments, issuing CTNs, and validating CTNs. Other CTN services and trade services are also provided.
3. To access services, the Customer must accept the agreement and rules, register as a Customer of the IQS-CNUT IT Gateway, and remain compliant with Niger law and the agreement and rules.
4. The Customer will not in any way attempt to circumvent or help others circumvent any aspect of Niger law or the CTN program administered by the CNUT agency.
Article 4: Price and payment terms
1.The price of the CTN is set out by the law of Niger, which incorporated by reference in Article 3, and which is available within the IQS websites and within the CNUT-IQS IT GATEWAY application.
2.The Customer must pay all required fees, in full, at the time of CTN application. In addition to the required CTN fees, the Customer must pay all finance, banking, foreign exchange fees and related money-movement costs associated with the transaction such that the amount received by IQS on behalf of CNUT matches the amount required by law. IQS will indicate the seller-side transaction costs (IQS-side transaction costs) at the time of payment, before the transaction occurs. These transaction costs are consistent with international business transaction norms.
3. Refunds: The Customer accepts that an issued CTN has inherent economic value because it confirms embarkation regulatory compliance with Niger and thereby allows shipment embarkation. The Customer also acknowledges that Niger law referenced in Article 3 does not contain provision for application refunds. Notwithstanding, the Customer may register a complaint regarding charges by letter to the Preferred Service Contact Address in Article 1. In such cases, IQS will advocate on the Customer’s behalf to remedy the situation.
Article 5: Data accuracy and permission to verify
1. The Customer acknowledges that the integrity of the CTN program necessitates accurate and timely data inputs and responses. And the Customer agrees to efficiently and actively collaborate with IQS to minimize interruptions and delays with shipments.
2. The Customer agrees to comply with all Niger law including the requirement to submit accurate data. Further, the Customer acknowledges that failure to submit accurate data could result in delays, penalties, and the loss of access to Niger.
3. The Customer gives permission to IQS to contact other parties related to the shipment to verify accuracy and authenticity of CTN application data. These parties include but are not limited to the shipper, carrier, other forwarders, agents, consignee, notify parties, domestic government agencies, and international government agencies. The Customer agrees to efficiently and actively collaborate with IQS, when requested, to contact these parties to verify CTN application data.
Article 6: Intellectual property rights
1.The Customer understands and agrees that, unless the IQS states separately, IQS intellectual property under this agreement includes all of the products, technologies, software, programs, data and other information (including but not limited to text, images, pictures, pictures, audio, video, graphics, color, layout, electronic document) of all intellectual property rights (including but not limited to copyright, trademarks, patents, trade secrets, etc.) and related rights are owned by IQS or its affiliates.
2.Unless otherwise agreed, all rights of ownership over the results obtained, recommendations made, reports created, studies or analyses carried out and data provided, as well as over the CNUT-IQS IT GATEWAY will remain the property of IQS.
3.The Customer shall not, unless obtaining written authorization for IQS, have the right to use any IQS intellectual property. This includes the right to sell, distribute, copy, modify, reprint, publish, reverse engineer, recode or find and use original code any IQS intellectual property.
Article 7: Privacy Protection
1.The Customer acknowledges that they have password protection features within their IQS registered account and agrees to keep their login and password details confidential. IQS is not responsible for loss or theft of data as a result of the Customer not keeping login credentials confidential.
2.IQS will take all reasonable physical, electronic, and management measures to protect and secure the Customer’s information from loss or damage.
3.IQS has the right to determine the maximum storage duration of the Customer data within IQS software and service systems and the maximum storage space of the Customer data in the server. IQS is not responsible for the loss or theft of data as a result of the Customer’s own actions within the IQS service systems.
Article 8: Confidentiality
1.Confidential information will be construed as any technical or commercial information constituting a trade secret, manufacturing secret etc.
2.Unless authorized in writing by the disclosing party, the parties undertake that (a) they will not use, reproduce or distribute such information, either directly or indirectly, orally or in writing, outside the context of the project or order and (b) they will take all measures necessary to avoid such information being disclosed to others, with the exception of authorized representative or affiliates whose activities are relevant and necessary to carrying out the services.
3.The duty of restraint does not apply if the party to which the information was given can produce evidence that the information was in the public domain, that it knew it already or that it obtained it legally from a third party that was not under a confidentiality obligation.
4.The party to which the information was given will indemnify the party providing the information against any loss or harm that the latter might suffer due to non-compliance by the former of the commitments as set out in this article.
Article 9: Liability
IQS will in no event be liable for losses of (or damage to) data, loss of business, loss of profit, loss of income, loss of goodwill or clientele (including losses caused to reputation or image) or the loss of savings that had been relied on or the consequences of use by the customer of the results, reports, recommendations or other data provided by IQS.
Article 10: Termination
IQS may at its sole discretion terminate this agreement without notice.
Article 11: Applicable law and jurisdiction
This is governed by Hong Kong law. All disputes will be subject to arbitration in Hong Kong.
Article 12: Language
This Agreement is executed in both English and French versions. In case of any discrepancy, the English version shall prevail.