Framework Agreement CSG.175 /06.03.

2024

Framework Agreement for specific order-based software development services

No. CSG.175 as of 06.03.2024

Duly concluded by and between:

Crystal System Group Limited headquartered in Agias Fylaxeos & Zinonos Rossidi, 2, 1st
floor, 3082 Limassol, Cyprus, VAT code: CY 10092271J, registered with the Trade Register
under the no. HE 92271, Tel. number +357 25.82.3330, email suppliers.cy@crystal-system.eu,
duly represented by Canzio Dovigo, hereinafter referred to as “Beneficiary”, and

IT SOFT SOL S.R.L. having its head office Bucuresti, Sector 4, Bulevardul GHEORGHE
SINCAI, Nr.10, Bloc 30A, Scara 2, Etaj 6, Ap. 59, fiscal code: RO49704963 bank account
opened with Raiffeisen Bank, IBAN RO49RZBR0000060025896765, Tel. number
0040765533715, email traian.badica@gmail.com, duly represented by Traian Badica,
hereinafter referred to as “Provider”

Preamble

Whereas the Provider has any and all required due knowledge, background and expertise in
terms of software, including without limitation: the knowledge relating to software editing,
development and architecture, as well as the latter’s related services, such as software testing,
implementing and maintenance
The Parties have agreed upon the present framework agreement which shall hereby set up the
general terms of the collaboration between the Beneficiary and the Provider. Given the very
nature of the software field, the Parties shall hereby agree that the services which the Provider
is to provide to the Beneficiary shall be specifically individualized in a document called “Work
Order”, as per each and every single project. Each such Order shall be part and parcel of the
present framework agreement.

Chapter 1. Subject matter of the Agreement

1.1. The Provider will provide specific services in the field of software, based on the indications
of the Beneficiary ("Soft to order") for the Final Client specified in annex 1 "Work Order".
Activities include, but are not limited to: editing, software development.
1.2. Such services shall make one turnkey IT project or one turnkey IT service, as duly provided
by the Provider by qualified staff, and the relevant details are to be duly specified in an order
to be concluded as per each single such project or service.

Chapter 2. Intellectual property of the services provided by the Provider

2.1. The Parties shall hereby agree that any and all software programs, products and systems,
as well as any materials, whether created or developed by the Provider by the latter’s own
personnel or by any independent contractor (namely any employee or any sworn natural person,
legal entity, etc.) alongside any other intellectual property right deriving as a result of the

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present Agreement shall stand for the Beneficiary’s exclusive property, both during the period
of running the project and at the end of concluding any such single project, as concerned.
2.2. The Beneficiary shall become the owner of any outcome of the provision of services by
the Provider to the Beneficiary’s benefit, implicitly over any deliverable and / or developed
product / application / software / operational specification / material, containing any specific
information, plans, logigrams, depending upon case, as deriving out of the provision of services
by the Provider to the Beneficiary’s benefit, by virtue of the present Agreement.
2.3. The Beneficiary shall have any prerogative / right, as duly conferred by the intellectual
property over the received product, for an unlimited period of time.
2.4. The property right over the elements mentioned above shall be acquired by the Beneficiary
to the extent the latter are to be provided by the Provider, regardless of their accomplishment
stage.
2.5. The rights duly acquired by the Beneficiary shall hereby include the following: a) the right
to reproduce on any known or unknown, current, or future support; b) the right to adjustment:
the right to adjust, translate, tamper, rework, cut and / or amend any studies, reviews, programs,
deliverables and specific developments / updates, whether partly or in whole, to integrate the
same in any other service or intellectual creation, under any form whatsoever and by any means
on any known or unknown current or future support; c) the right to represent, disseminate,
distribute and generally exploit such products, whether wholly or in part.
2.6. The Provider shall hereby undertake and guarantee to the Beneficiary that it shall not use
to its own benefit or to the benefit of any third party whatsoever, any studies, reviews,
programs, deliverables and specific developments / updats and that it shall not assign to any
such third party any right over the same, under the sanction of the payment of damages -
interests.

Chapter 3. Running the Agreement

3.1 Written orders to be sent by the Beneficiary to the Provider

3.1.1. The Provider shall duly provide the services undertaken by virtue of the present
Agreement based upon Written Orders which are to be sent by the Beneficiary to this end.
3.1.2. The above mentioned Order shall stand for a written agreement by which the parties are
to decide upon the conditions and specific terms applying to the procurement of certain IT
services from the Provider, based upon the general terms and conditions of the present
Agreement. The adequate provision of the services identified according to such Orders shall
be carried out under the form of monthly activity reports for the services stipulated under point
3.2 below.
3.1.3. In view of the Orders being duly drawn up by the Provider, the parties shall hereby agree
upon the following minimum information that such orders shall include:
- project description and the technical – operational and quality – related requirements for the
said services duly ordered by the Provider;
- the work expressed in hours or days, as estimated by the Provider in order to reach the targets
of the Agreement and as agreed upon by the Beneficiary;
- the fee used in order to estimate the value of such order (there may be several such fees within
any one given order, depending upon case);

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- deadlines for providing such service;

3.2 Monthly activity reports

3.2.1. Whereas the specificity and complexity of IT projects, the parties shall hereby agree
upon drawing up monthly activity reports as follows:
(a) The procedure applicable in terms of standard projects
3.2.2. The Beneficiary wishes to make sure that the services making up the subject matter of
the Agreement are adequately provided by the Provider across the entire length of the present
Agreement. To this end, the Beneficiary or the Provider may appoint a representative (who
may be either an employee of any of the parties to the Agreement, or any third party
collaborator), so as to real time manage the process relating to the partial or complete
acceptance of such services.
3.2.3. The aforementioned representative shall be under the obligation to inform both the
provider’s representative and the beneficiary’s representative on any discrepancies between the
services undertaken in compliance with the present Agreement and the services actually
performed until that very moment in time and the parties shall agree upon any remedy actions
subject to each single case, as concerned. In any events of conflict between the provider and
the beneficiary, one shall apply the provisions of article 11.
3.2.4 The taking delivery of services by the Provider shall be duly written down in the monthly
activity reports under the form established by the Beneficiary.
(b) The procedure applicable in terms of special projects.
3.2.5. Special projects are to be duly identified by the Beneficiary within the orders submitted
to the Provider, subject to the following benchmarks: complexity, the impact on an extended
information system, security risks, performance – related criteria, the volume of processed data,
etc.
3.2.6. In the event of any such projects, in addition to the relevant standard procedure, the
parties shall also conlclude partial or full acceptance protocols for the said service.

3.3 Locations for providing the services and the project teams

3.3.1. Services may be provided in any location by the Provider, however the latter shall
consider the dynamics and stages of the relevant project, as well as the entire project related
team and the way how the deliverables of each such project team member are integrated in
between them. Thus, services may be provided depending upon case, at the Provider’s
premises, at the Beneficiary’s head office, or at the head office of any third party, upon
compliance with the contractual provisions and accurately and fully meeting the project –
related requirements.
3.3.2. The Parties shall hereby agree that in order to deliver the services, the Provider may
appoint project team and the Provider shall be liable for the establishment of the most adequate
such project team. To this end, the Beneficiary shall play a consultative part.
3.3.3. Regardless of the relevant acceptance method, the Provider shall provide support to the
Beneficiary so as to conduct the necessary tests, which shall check for the said services
conformity, the accurate configuration of the latter, the performance and functionality levels.

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3.4 Quantifying the efforts made by the Provider for the provision of services
3.4.1. In view of drawing up the activity reports, as well as for the purpose of identifying the
efforts duly made by the Provider and registered in the Orders sent by the Beneficiary, the
Provider shall hereby agree upon writing down the number of hours / days used for the said
order in a system for quantifying such hours / days as provided on the providers’ dedicated
platform made available by the Beneficiary. The Beneficiary shall hereby undertake to provide
the Provider with passwords and relevant instructions in view of accurately filling in the hours
it has spent for the project in this particular system;

3.5 Services completion date

3.5.1 Across the entire length of running the Orders, the Provider shall be liable for the
provision of services according to the requirements duly mentioned in such orders.
3.5.2. The order is to be deemed completed upon the expiry of the latter’s validity provided
that the Beneficiary shall have agreed upon any and all activity reports.
3.5.3. If the Beneficiary has agreed upon the services, yet the Order is not deemed as completed
according to point 3.5.2, one shall enforce the dispositions of chapter 11.1.

Chapter 4. Service fee and billing method

4.1. The overall Agreement amount is represented by the sum of the amounts of all invoices
being dully issued and accepted by the parties, by virtue of the present Agreement.
4.2. The billing of the services, duly provided, shall be made based upon the monthly activity
reports, as duly accepted by the Beneficiary. By way of exception, with both parties’ agreement
to this end, the orders may stipulate any other billing and payment method for such services,
as duly provided.
4.4. The provider is to send the tax invoice in e – format, by email at the following address
suppliers.cy@crystal-system.eu by the 5th of the month following the one when the service has
been duly accepted by the Beneficiary. The Beneficiary shall hereby undertake to pay the
amount of such invoice, within 10 (ten) days as of such invoice receipt, unless the billing and
payment of the services shall be otherwise agreed by orders according to the exception duly
mentioned under point 4.2.
4.5. Payment shall be made by wire transfer into the Provider’s account, as mentioned in the
Provider’s identification details. The payment deadline duly agreed upon under the present
Agreement shall start elapsing as of the reicept of the invoice by the Beneficiary.
4.6. On each single invoice, the Provider shall duly specify the number and date of concluding
the present Agreement, as well as the number of the related order. If the due date for the
payments which are to be made by the Beneficiary shall not fall on a business day, such
payments shall be made on the first business day following such due date. By “business day”
one shall understand any calendar day, save for Saturdays and Sundays and Cyprus legal
holidays.
4.7. Any of the Beneficiary’s payment obligations shall be duly deemed as having been fulfilled
upon the confirmation by the Beneficiary’s bank of the approval of such payment.

Chapter 5. Agreement length

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5.1. The present framework agreement is valid for one year and shall be reonvated upon the
Parties agreement.

Chapter 6. Parties’ obligations

6.1. Provider’s obligations

The Provider’s obligations shall be:
• To accurately and precisely provide the services requested by the Beneficiary, in
compliance with the latter’s requirements, as duly stipulated in the Agreement and in each
order issued and signed by the parties and with the due knowledge, expertise and
professional standards;
• To ensure a high level of performance (high performance level standing for the quality
of the service required by the Beneficiary) within the process of accomplishing such service,
as per the relevant Beneficiary’s requirements mentioned in such relevant order;
• To comply with the confidential character of any and all information it may become
aware of in connection with the subject matter of the present Agreement, both that to which
it has had access during the pre – contract negotiations and that information which it shall
become aware of within the process of running the agreement, and it shall be liable for any
eventual prejudices caused on grounds of any failure to comply with the present clause;
• To perform the services according to the legal provisions in force, the rules that are
specific to its own profession and particularly, to use its skills, background and expertise in
the relevant field. The Provider shall bear sole liability for the means and methods it shall
use within the Agreement so as to fulfill its contractual obligations;
• To abide by the documentation and validation – related instructions which have been
provided to it by the Beneficiary upon the project commencement or during the process of
running the same;
• To notify the Beneficiary within the shortest possible period of time, on any event
which might make it impossible for the Provider to perform the services duly contracted
either wholly or in part, or which delay the provision of any such service; in order to regulate
such event that might occur, the parties are to sign an addenda to this end;
• To complete the services provision and to hand over to the Beneficiary any and all
accomplished products / outcomes of such services provision by the representatives, by
means of the monthly activity report;
• Not to offer to the Beneficiary’s employees any material or other such other type of
benefit, neither directly nor indirectly, regardless of the title;
• Not to get either directly or indirectly involved, either for itself or for any oterh entity
where it may hold equity interests, in the recruitment of the Beneficiary’s employees with
whom it may collaborate within the process of concluding and / or performing the
Agreement duly concluded with the Beneficiary, along the entire period of running the same;
• To use only legal means, for the purpose of fulfilling the obligations duly undertaken
by virtue of the Agreement, upon compliance with any and all due applicable dispositions
in force;

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 • To comply with the conditions and terms relating to the provision of services according
to the Beneficiary’s requests issued in written form;
• To supply at any moment whatsoever some high-quality standard services, at the
highest level of professionalism in terms of good practices in the field. If the Beneficiary
may find itself dissatisfied with anything relating to the Provider’s activity, the Beneficiary
shall immediately notify the Provider on such fact by means of a registered letter with
confirmation of receipt which is to be duly sent at the address mentioned in the preamble to
the present Agreement, or by e-mail, and the Provider shall be under the obligation to
remedy such matters duly notified, if justified, within 15 days at the most;
• To provide for the confidentiality of any and all information duly received from the
Beneficiary, by using the same exclusively for the Beneficiary’s benefit, and the
communication of any of the information receiving while performing the agreement to any
third parties shall be strictly forbidden;
• Not to process or use the Beneficiary’s name and / or logo, in any marketing, advertising
or any other activity of the Provider, without the prior written agreement of the Beneficiary
to this end. The present provision shall have no impact on the written agreements issued by
the Beneficiary by virtue of other contracts duly signed with the Provider, which agreements
shall be subject to the terms and conditions established by virtue of the said contracts.

6.2. Beneficiary’s obligations

The Beneficiary’s obligations shall be as follows:
• The Beneficiary shall hereby agree upon supplying to the Provider, in a timely manner,
any and all necessary information and materials, as requested by the latter for the purpose
of concluding the orders;
• The Beneficiary shall hereby agree that any and all information duly disclosed or which
is to be disclosed shall be true and supplied in good faith to the Provider for a good
estimation of the number of hours, as required in view of drawing up the orders. The
Beneficiary shall be liable for informing the Provider on any amendment occurring in terms
of the information having been initially supplied upon concluding the order;
• Save for the payment obligation and the obligations expressly established by virtue of
the present Agreement, the Beneficiary is to be exonerated of any other such liability in
connection with the present Agreement.

Chapter 7. Agreement termination

7.1. The present Agreement shall be terminated in the following events:

• At the time of termination of the contract with the Final Client, which will be
communicated to the Provider as soon as the Beneficiary receives the notification.
• By both parties’ agreement to this end;
• By unilateral denunciation, by forwarding a written notice to the other party, within 30
calendar days in advance prior to the day when one intends for such agreement termination
to bear effects;

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 • By termination by any entitled party, based upon a written notification which shall bear
effects as of receiving the same, by means of a registered letter sent at the head office of the
other contracting party, in the event of any inappropriate fulfillment or failure to timely
accomplish any contractual obligation by the said other party, and which event has failed to
be remedied within 30 days as of such notification;
• The Beneficiary shall be entitled to declare the present Agreement as unilaterally
terminated, by law, without any need for the intervention of any court of law, without any
putting in default and without any other further formality save for the mere information on
such termination, which is to be duly sent to the Provider by courier services or by post with
confirmation of receipt, if the Provider shall fail to fulfill, shall inadequately fulfill or shall
perform a delayed accomplishment of the following obligations:
a) Obligations regarding the compliance with confidentiality and / or personal data
protection;
b) The obligation to comply with the representations and guarantees, as undertaken,
including with those relating to anti – corruption matters;
c) The guarantees duly undertaken in terms of the intellectual property rights;
d) The obligation not to assign or subcontract the present Agreement, neither wholly nor
in part, or not to assign the rights or novate the obligations stipulated under the present
Agreement, without the Beneficiary’s prior agreement to this end;
e) In the event of any repeated breach by the Provider upon the following contractual
obligations:
▪ The obligation to comply with the terms duly stipulated in the Agreement;
▪ The obligation to provide further services, in the event such services have been
duly agreed upon by means of an addendum to this end, upon the Beneficiary’s
request, subject to the Provider’s and the latter’s representatives’ availability;
• In any other such cases expressly stipulated by the Cyprus law as being events for
agreement termination;
• The present Agreement termination shall have no impact whatsoever on the obligations
that are already due between the contracting parties;
• The present chapter provisions shall not exempt the liability of the party which has
faultily triggered the present Agreement termination;
• Any dispositions relating to: litigation settlement, parties’ liability, obligations relating
to keeping confidentiality and processing personal details, as well as any other such
dispositions which are meant to bear legal effects including in the event of the present
Agreement termination shall survive the Agreement termination, regardless of any grounds
for the latter’s termination.

Chapter 8. Agreement assignment. Subcontracting

8.1. The Provider may not either wholly or partly assign the present Agreement to any third
parties whatsoever, on either a free of charge or onerous basis, and it may not assign and rights
or it may not novate any obligations deriving from the same, without the Beneficiary’s prior
written agreement to this end, under the sanction of such assignment / novation becoming null
and void and under the sanction of the payment of damages – interests by the Provider. In case

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of any such assignment / novation, the Provider shall guarantee and shall be liable in its
capacity of a fidejussor across the entire length of the Agreement, for the goor performance of
the said agreement by the relevant assignee / new debtor. The Provider shall stipulate in the
relevant agreement concluded with the assignee / new debtor, the same obligations and
conditions as the ones duly falling under its duty by virtue of the present Agreement. The
Provider may neither wholly nor partially subcontract any of the present Agreement
obligations, in the absence of the Beneficiary’s prior written agreement to this end. In case any
subcontracting may occur, the Provider shall remain a guarantor of the subcontractor and it
shall go on being directly liable to the Beneficiary for the quality of the services being provided
by such subcontractor and for the good performance of the present Agreement. Within the
agreement concluded with the relevant subcontractor, the Provider shall stipulate the same
obligations and conditions, as the ones duly falling under its duty by virtue of the present
Agreement. The present Agreement shall remain valid with any and all clauses and obligations
duly stipulated herein, in the event of any amendment of the Beneficiary’s shareholding
structure, or in the event of any merger by absorption or by the establishment of a new
company, or in case of any division or amendment of company control and management,
without the Beneficiary being under the obligation to notify the Provide on any such
amendments having occurred.

Chapter 9. Force Majeure or Act of God

9.1. Force Majeure shall exonerate the parties of liability in the event of any partial or full
failure to fulfill any of the obligations falling under the latter’s duty in compliance with the
present Agreement. Parties shall not be exonerated of liability in the event of any failure to
perform, inadequate performance or delayed accomplishment of any obligation if, prior to the
occurrence of such Force Majeure event, they were already in delay in terms of such obligation
accomplishment.
9.2. By such Force Majeure one shall understand that event that is independent of the parties’
will, which is also unpredictable and completely unavoidable, occurring subsequent to the
Agreement coming into force, and which impedes the parties to fully or partially perform the
latter’s contractual obligations. Such events, without the following enumeration being
exhaustive, are: natural calamities, fires, wars, etc.
9.3. Both the occurrence as well as the termination of the Force Majeure event shall be duly
notified to the other party within 3 calendar days as of such occurrence, namely termination
and one shall submit a force majeure event finding certificate which is to be issued by the
competent authorites within 5 business days as of the said event occurrence. Any party failing
to timely notify the other party on the occurrence, namely the termination of the said event,
shall pay to the other party the equivalent value of the prejudices having been caused, and it
shall have its right to be exonerated of liability terminated.
9.4. If such Force Majeure shall last for more than 30 calendar days, the Agrement may be
terminated on the initiative of any of the contracting parties, by a mere notification sent to the
other relevant party by courier or post services, with confirmation of receipt.
9.5. No insolvency, dissolution, wind-up, strike (including spontaneous strikes), shall be
deemed as standing for Force Majeure events.

Chapter 10. Notices

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10.1. Within the meaning of the present Agreement, any notices (authorizations, information
or any other such communications), as duly required or allowed by virtue of the present
Agreement shall be made in writing.
10.2. Unles there is any other expressly stipulated sending method in the Agreement, as well
as save for the current communications between the parties, such notices shall be made by
courier services or by post, by means of a letter with confirmation of receipt, or by the two
contracting parties’ duly authorized representatives directly at the latter parties’ head offices,
in which case one shall ask for a confirmation of receipt.
10.3. Verbal notifications shall not be considered by any of the parties, unless confirmed in
writing by one of the methods duly stipulated under the previous paragraphs.
10.4. Any notification addressed by one of the parties to the other party shall be duly fulfilled
if sent at the latter’s head office / address stipulated in the introductory part of the present
Agreement.
10.5. Any notification / communication sent by one party to the other party based upon or in
connection with the Agreement shall be deemed as received by the addressee upon the date
written down by the receiving post office on such confirmation of receipt.
10.6. In the event of any amendments duly occurred regarding any of the identification
elements of any of the Parties to the Agreement, including the tax registration code, the latter
party shall be under the obligation to communicate such amendments to the other party under
the sanction of the said amendments failing to be considered.

Chapter 11. Governing law and litigations settlement

11.1. The present Agreement governing law shall be the Cyprus law. Any eventual divergences
occurring between the parties in connection with the validity, performance or construance of
the present Agreement shall be amicably settled, and if such amicable settlement may prove to
be impossible to be reached, the litigation is to be submitted to the competent courts of law for
settlement purposes.

Chapter 12. Final dispositions

12.1. Both parties shall be put in default, with no other formality whatsoever, by the mere
reaching of the term duly established for the accomplishment by any party of any of the latter’s
obligations duly undertaken by the latter party by virtue of the present agreement. The Parties
shall also be put in default in the event of any breach upon any “not to do” obligation;
12.2. The headings of the paragraphs and articles within the present Agreement shall be
included only for reading facilitation purposes and the same may not be used in any way for
guiding the latter’s interpretation;
12.3. The deadlines and terms established in the present Agreement are to be calculated subject
to the free days system, and one shall not consider the first and the last relevant day;
12.4. The present Agreement coming into force date shall be the date of its being signed by
both parties’ representatives;
12.5. Any amendment of the contractual clauses shall only be made by both parties’ written
agreement to this end, by means of an addendum to the present Agreement;

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12.6. The following attachments shall be part and parcel of the Agreement:
1. Attachment 1 – “Work Order and Applicable fees”

The present Agreement has been duly drawn up and signed by the parties’
representatives, having the same legal power in terms of each single party, today 06.03.2024.

Crystal System Group Ltd IT SOFT SOL S.R.L.

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 Contract No. CSG.175 as of 06.03.2024
Work Order No. 01/2024 as duly concluded by and between:

Crystal System Group Limited headquartered in Agias Fylaxeos & Zinonos Rossidi, 2, 1st floor, 3082
Limassol, Cyprus, VAT code: CY 10092271J, registered with the Trade Register under the no. HE
92271, Tel. number +357 25.82.3330, email suppliers.cy@crystal-system.eu, duly represented by
Canzio Dovigo, hereinafter referred to as “Beneficiary”, and
IT SOFT SOL S.R.L. having its head office Bucuresti, Sector 4, Bulevardul GHEORGHE SINCAI,
Nr.10, Bloc 30A, Scara 2, Etaj 6, Ap. 59, fiscal code: RO49704963 bank account opened with Raiffeisen
Bank, IBAN RO49RZBR0000060025896765, Tel. number 0040765533715, email
traian.badica@gmail.com, duly represented by Traian Badica, hereinafter referred to as “Provider”

SUBJECT MATTER OF THE WORK ORDER – SHORT DESCRIPTION OF THE

OBJECT

Provider shall supply services of application maintenance on SAP BI and SAP BPC systems. Activities
shall include, but are not limited to:
• Troubleshooting and resolution of incidents regarding different application components to restore
normal service operation as quickly as possible and minimise the adverse impact on business
operations, thus ensuring that the best possible levels of service quality and availability are
maintained.

• minimise the adverse impact of incidents & problems on the business and proactively prevent the
re-occurrence of incidents. Investigate and apply permanent resolution.

• system modification based on change requests.

EXPENSES

For travel and accommodation expenses (economy class for trains and flights, 3 stars hotels)
reimbursement will be refunded at cost upon presentation of a monthly expenses claim form and
scanned copies of the tickets / receipts.

APPLICABLE FEE

The parties have agreed the following applicable rate:

Development activities: 240 Euro/day

Functional analysis: 340 Euro/day

INVOICING CONDITIONS

Invoicing will take place monthly, after Crystal System Group Limited’s approval of the activity
reports, on the basis of the days or fraction of days actually worked. Invoice shall be issued by the 5 th
day of the month and sent to the email address suppliers.cy@crystal-system.eu

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 ORDER – VALIDITY

The present work order is valid until 31.12.2024.

The present work order has been duly concluded today 06.03.2024.

Crystal System Group Limited IT SOFT SOL S.R.L.

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