Parties

This Master Services and Subscription Agreement (the "Agreement") is entered into between: Forge Digital EOOD, a Bulgarian single-member limited liability company (едноличнo дружество с ограничена отговорност) trading as Cars by Forge Digital, with its registered office at ul. Aleksandar Stamboliiski N 5-B, flr. 8, office 60, 6000 Stara Zagora, Bulgaria, VAT number BG208556549, EIK/UIC 208556549, represented by its sole manager (управител) Jonas Van Gavere (hereinafter "Forge Digital", "we" or "us"); and the Client, being the business identified at onboarding by the VAT-registered legal entity whose valid EU VAT number is verified through the VIES service, and whose registered name, address and VAT number are captured through the onboarding form (hereinafter the "Client" or "you"). Forge Digital and the Client are each a "Party" and together the "Parties".

Recitals

A. Forge Digital operates a software-as-a-service platform that provides second-hand car dealers with a public multilingual website, a management console for their vehicle inventory, hosting, maintenance and related services (the "Platform"). B. The Client is a professional dealer of second-hand vehicles established in the European Union that wishes to use the Platform to present its inventory and receive enquiries. C. This Agreement sets out the terms on which Forge Digital licenses access to the Platform to the Client as a recurring subscription. It is not a sale of software: no ownership of the underlying software or source code passes to the Client at any time. D. The Parties acknowledge that the Agreement is entered into between two businesses and that consumer-protection rules do not apply to their relationship. The Client warrants that it enters into this Agreement in the course of its trade, business, craft or profession.

1 Definitions

In this Agreement, the following capitalised terms have the meaning set out below. Words in the singular include the plural and vice versa. "Add-Ons": the optional one-off or recurring items that the Client may order at checkout or later through the Console, including logos, custom domain registration and VIN look-up top-up packs. "Business Hours": Monday to Friday, 09:00 to 17:00 Central European Time (CET) or Central European Summer Time (CEST) as applicable, excluding public holidays observed in Bulgaria. "Cancellation Date": the last day of the paid month in which the Client submits a valid cancellation instruction through the Console, or the last day of the fixed twelve-month period for an Annual Plan. "Client Content": all text, images, photographs, videos, vehicle data, contact information and other content that the Client uploads, publishes, edits or otherwise makes available through the Console or through the Website. "Console": the administration area of the Platform that the Client uses to manage its vehicles, offers, settings, team members, and legal texts, and to raise support requests. "Data Processing Agreement": the data processing agreement between the Parties entered into pursuant to Article 28 of the GDPR, which forms an integral annex to this Agreement. "Documentation": the operating instructions, help pages and reference materials that Forge Digital makes available through the Console. "Fees": the amounts payable by the Client to Forge Digital under this Agreement, being the Subscription Fee, any Add-On fees, and any fees for Additional Work. "GDPR": Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016. "Grace Period": the ninety (90) day period following the Cancellation Date during which the Client's data is retained and the Website may be reinstated by resuming the subscription. "Hosted Subdomain": a subdomain of a domain owned or controlled by Forge Digital (for example client-name.forgedigital.io) which is included in the Subscription Fee at no additional cost. "Order": the order confirmed by the Client at checkout through the hosted payment page of Forge Digital's payment processor, listing the Subscription Fee, any Add-Ons selected, any custom domain fee, and the currency (EUR). "Platform": the multilingual dealer-website software-as-a-service platform operated by Forge Digital, comprising the Website and the Console together with all underlying infrastructure. "Sub-Processor": a third-party service provider engaged by Forge Digital to process personal data on behalf of the Client under the Data Processing Agreement; the full list of Sub-Processors and other suppliers is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object. "Subscription Fee": the recurring monthly (or, on the Annual Plan, annual) fee for the Client's use of the Platform, as set out in the Order. "Terms of Service": the operational rules for the use of the Console and the Website that Forge Digital publishes and updates from time to time. "Website": the public-facing dealer website that Forge Digital provides to the Client through the Platform.

2 Subject and scope

2.1 Grant of subscription licence

Subject to payment of the Fees and the Client's continued compliance with this Agreement and the Terms of Service, Forge Digital grants the Client, for the duration of the subscription only, a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its own internal business purposes as a second-hand vehicle dealer.

2.2 Nature of the service

The Platform is provided as a subscription-based service (software as a service). It is not a sale of software, and no ownership of, or source-code access to, the Platform or any of its components passes to the Client at any time. The licence granted in Section 2.1 ends automatically on the Cancellation Date, without prejudice to Section 14 (Cancellation Effects and Data).

2.3 Standard features

The Platform, in its standard configuration, provides the Client with:

• a public multilingual vehicle catalogue with filters, detail pages, photo galleries and a sold-vehicles gallery;
• contact, vehicle-enquiry and financing-enquiry forms, the contents of which are forwarded by email to the Client's designated inbox and are not retained in the Platform database;
• an "offer your car" form allowing a private seller to submit a vehicle for possible acquisition by the Client, the contents of which are retained until the vehicle is sold or, if no sale occurs, for twenty-four (24) months after the last contact;
• four public languages (Dutch, French, English and German) with the Client writing in one language and the remaining three produced by machine translation;
• the Console for managing vehicles, offers, settings, opening hours, team members, analytics and support requests;
• automated backups, security updates, platform improvements, HTTPS certificate provisioning and renewal, and cookieless analytics;
• a Hosted Subdomain, so that the Website goes live without any domain purchase.

2.4 Regional and complimentary features

Forge Digital may, at its discretion and where operationally feasible, include additional regional or complimentary features tailored to the Client's country of establishment (for example, links to a national or regional road-tax simulator, or country-specific warranty defaults). These features are provided free of charge as a courtesy and do not form part of the guaranteed scope of the Platform. Forge Digital may modify, replace or withdraw any regional or complimentary feature at any time on reasonable notice, without liability and without triggering any right of termination for the Client.

2.5 Excluded and additional work

The following are not included in the Subscription Fee and, where the Client requests them, are quoted separately in advance as additional work and carried out only after the Client's written acceptance of the quotation:

• bespoke design or development work beyond the standard Platform;
• integrations with third-party systems other than those offered as standard;
• migration of legacy data from another provider; and
• training or consulting services beyond routine support.

For the avoidance of doubt, the Client's own edits to Client Content through the Console (adding, editing or removing vehicles, offers, photographs, opening hours, contact details, legal texts and similar) are included in the Subscription Fee and are not charged as additional work.

3 Term, renewal and cancellation

3.1 Effective date and provisioning

This Agreement takes effect when the Client completes acceptance in accordance with Section 25 and pays the first month's Fees (together with any one-off Add-On fees). No provisioning of the Platform begins until that payment has cleared.

3.2 Monthly plan

The subscription is by default on a rolling monthly plan for an indefinite term. The Client may cancel at any time through the Console. Cancellation takes effect at the end of the paid month in which the cancellation instruction is submitted. No notice period applies to the Client. Forge Digital may terminate the monthly plan for its own convenience on ninety (90) days' prior written notice.

3.3 Annual plan

The Client may opt for annual billing at checkout. Under the annual plan the Client prepays for ten (10) months and receives twelve (12) months of Platform access. The annual plan runs for a fixed twelve-month term and is not refundable. Unless cancelled at least fourteen (14) days before the end of the current annual term, the annual plan renews automatically for a further twelve-month term at the then-applicable annual rate.

3.4 Automatic renewal (monthly plan)

On the monthly plan the subscription renews automatically each month by card charge until cancelled. The payment processor issues an invoice and receipt for each renewal. The full list of Forge Digital's sub-processors and suppliers is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object.

3.5 Suspension

Forge Digital may suspend the Client's access to the Platform, in whole or in part, where (a) a payment is not received by the due date and remains unpaid seven (7) days after a written reminder; (b) the Client materially breaches this Agreement or the Terms of Service and fails to remedy the breach within a reasonable period after written notice; or (c) Forge Digital reasonably believes that continued use of the Platform would expose Forge Digital or a third party to a serious legal or security risk. A suspension does not terminate this Agreement and does not entitle the Client to a refund or service credit for the suspended period.

3.6 Termination for cause

Either Party may terminate this Agreement with immediate effect by written notice to the other Party where the other Party (a) commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receiving a written notice of default specifying the breach; or (b) becomes insolvent, enters into liquidation, is subject to bankruptcy or comparable proceedings, or is otherwise unable to pay its debts as they fall due.

4 Fees, payment and taxes

4.1 Standard pricing

The Subscription Fee is EUR 195 per month, excluding VAT, unless a different amount is set out in the Order. Add-On fees are as set out at checkout or, where the Client purchases an Add-On through the Console after signup, as set out in the Console at the time of purchase. All amounts are in Euro (EUR).

4.2 Payment method

Payment is taken by card through the hosted checkout of Forge Digital's payment processor at the end of onboarding, before any provisioning of the Platform. The subscription then renews automatically by card. There is no invoicing on payment terms and no facility for offline payment methods. Forge Digital may, from time to time, offer additional payment methods, and the Client's use of any such method is subject to the additional terms Forge Digital publishes at that time. The full list of Forge Digital's sub-processors and suppliers, including the payment processor, is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object.

4.3 Failed payment

If a scheduled card charge fails, the payment processor will retry the charge in accordance with its standard retry logic. Forge Digital may notify the Client of the failure and, if the failure is not resolved within seven (7) days, may suspend or terminate the subscription in accordance with Section 3.5. The full list of Forge Digital's sub-processors and suppliers is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object.

4.4 Non-refundable

The Subscription Fee, any Add-On fees for hosting, licence, domain registration and translation, and any prepaid annual fees are non-refundable. Forge Digital may, at its sole discretion, refund one-off custom design services (for example, a bespoke logo or a custom homepage image) in whole or in part where the work has not yet been delivered or the delivered result is not reasonably satisfactory. Any such refund is a goodwill measure and does not create an entitlement or precedent.

4.5 VAT and taxes

All Fees are stated exclusive of VAT and any other applicable taxes, levies or duties. As this is an intra-EU business-to-business supply of services and the Client has provided a valid EU VAT number verified through VIES, VAT is reverse-charged to the Client in accordance with Article 196 of Council Directive 2006/112/EC. Forge Digital does not charge VAT on the invoice and the Client remains solely responsible for accounting for the reverse-charge VAT in its own EU Member State. If VIES validation subsequently fails or the Client's VAT status changes, Forge Digital reserves the right to reissue invoices with VAT and to collect that VAT from the Client.

4.6 No set-off

The Client shall not withhold, deduct, set off or make any counterclaim against any amount due under this Agreement, save as required by mandatory law.

5 Price changes and grandfathering

5.1 No automatic indexation

Fees are not subject to any automatic index-linked increase or annual escalator. Any past reference to Harmonised Index of Consumer Prices (HICP) indexation in earlier versions of the Parties' contractual documents no longer applies.

5.2 Discretionary price changes

Forge Digital may adjust the Subscription Fee or the fee of any recurring Add-On on sixty (60) days' prior written notice to the Client, delivered by email to the Client's administrator email address on file. The notice will state the new fee and the date from which it applies.

5.3 Client's remedy

If the Client does not wish to accept the new fee, the Client may cancel the subscription at any time before the effective date of the new fee, in which case cancellation takes effect at the end of the paid month before the increase. If the Client does not cancel, continued use of the Platform after the effective date constitutes acceptance of the new fee.

5.4 Grandfathering

Forge Digital may choose, in its sole discretion, to leave existing Clients on their existing fees notwithstanding a general list-price change. Grandfathering is a discretionary commercial practice and does not create an entitlement.

6 Client Content and use of the Console

6.1 Client responsibility for Client Content

The Client is solely responsible for all Client Content. The Client warrants that (a) it owns or has the necessary rights, licences and permissions to publish all Client Content through the Platform; (b) the Client Content does not infringe any third-party right (including intellectual property, personality, privacy or data-protection rights); and (c) the Client Content complies with all laws applicable to the Client's business, including the sale of second-hand vehicles and consumer-protection law.

6.2 Freedom to edit

The Client may add, edit, replace or delete Client Content through the Console freely and without limit for the duration of the subscription. Such edits are not quoted or invoiced as additional work. What is quoted separately, in accordance with Section 2.5, is bespoke design or development work beyond the standard Platform.

6.3 Prohibited content

The Client shall not upload, publish or transmit through the Platform any content that is unlawful, defamatory, obscene, harassing, hateful, discriminatory, misleading, infringing of any third-party right, or otherwise contrary to the Terms of Service or any acceptable-use rules published by Forge Digital from time to time.

6.4 Forge Digital's right to remove

Forge Digital does not review or moderate Client Content in the ordinary course of business. Forge Digital may, however, remove or make inaccessible any Client Content, and may suspend the account, where (a) it receives a valid notice under the notice-and-takedown procedure in the Terms of Service; (b) it is required to do so by law, court order or a competent authority; or (c) it reasonably considers the content to breach Section 6.3.

7 Intellectual property

7.1 Forge Digital IP

Forge Digital retains all right, title and interest in and to the Platform, the Console, the underlying software, source code, frameworks, components, design systems, machine-learning models, prompts, templates and development methodology (the "Forge Digital IP"). Nothing in this Agreement transfers any ownership of Forge Digital IP to the Client.

7.2 Client IP

The Client retains all right, title and interest in and to Client Content and to the Client's trade mark, trade name, logo, brand and domain name. The Client grants Forge Digital a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, translate (including by machine), display, transmit and back up Client Content solely to the extent required to provide the Platform.

7.3 No source code delivery

The Client acknowledges that this Agreement is a subscription licence and not a sale. No source code, build artefact or executable copy of the Platform is delivered to the Client at any time, whether during the term or on termination.

7.4 Feedback

If the Client provides Forge Digital with suggestions, ideas or feedback concerning the Platform, Forge Digital may use, incorporate and exploit that feedback in the Platform without any obligation of confidentiality, attribution or payment.

8 Dealer's website legal texts

8.1 One-off seed draft loaded into the Console

As a courtesy, Forge Digital supplies at onboarding a one-off seed draft of the privacy policy, cookie policy, terms of use and mandatory legal notice for the Website in the language in which the Website launches. The seed drafts are generated once, with the Client's onboarding details already substituted, and are loaded into the Client's Console at that moment. From that moment onwards the seed drafts exist as the Client's own stored text in the Console, and it is that stored text (as edited by the Client from time to time) that the Platform publishes on the Website. Forge Digital's involvement in the substantive content of these texts ends at delivery.

8.2 Client owns and is solely responsible for the texts from delivery

The Client acknowledges and agrees that the seed drafts referred to in Section 8.1 are templates provided as-is, without any warranty of accuracy, completeness, currency, lawfulness or fitness for the Client's particular circumstances. From delivery onwards, the texts are the Client's own. The Client is solely responsible for: (a) reading them, (b) having them reviewed by its own legal adviser before relying on them, (c) correcting anything that does not describe the Client's business, (d) keeping the texts up to date as the Client's practices, its enabled Platform features, its sub-processors, or the applicable law change, and (e) publishing them or not publishing them as the Client sees fit. The Client acknowledges and confirms that it accepted this responsibility explicitly at onboarding through the second acceptance tick.

8.3 No ongoing maintenance and no automatic updates

No review, update, translation, replacement or ongoing maintenance of the Client's website legal texts is included in the Subscription Fee. Forge Digital does not automatically update, replace, refresh, overwrite or push new versions of the Client's stored texts after delivery. Any change to those texts must be made by the Client through the Console. Where Forge Digital in the future publishes a revised seed draft (for example, to reflect a change in law or the addition of a sub-processor), Forge Digital may notify the Client through the Console and make the revised draft available for the Client's reference, but the decision whether to adopt the revised draft, and the responsibility for making any change to the Client's published texts, rest entirely with the Client.

8.4 Forge Digital is not the publisher and not the Client's adviser

For the avoidance of doubt: Forge Digital is not the publisher of the Client's website legal texts, does not act as the Client's data-protection officer, legal adviser or compliance function, and does not assume any duty of care with respect to the accuracy, completeness, currency or lawfulness of the Client's published texts. The Platform is a hosting and publishing tool; the legal responsibility for what the Client publishes through it is the Client's.

8.5 Country-specific mandatory notices

The Client is solely responsible for ensuring that the Website complies with any mandatory legal-notice requirements applicable in the Client's country of establishment or in any country in which the Website is targeted, including (without limitation) the "wettelijke vermeldingen" required under Belgian law, the "mentions légales" required under French law, the "Impressum" required under German law and equivalent requirements in other jurisdictions. Forge Digital gives no advice on and accepts no responsibility for the Client's compliance with any such requirements.

9 AI-assisted features and transparency

9.1 AI use in the Platform

Certain features of the Platform produce or modify content using automated (including artificial-intelligence) tools. This includes:

• computer-generated decorative homepage imagery, which is not a photograph of the Client's premises or stock;
• optional background replacement in vehicle photographs;
• machine translation of Client-written text into the other public languages of the Website; and
• vehicle-data pre-fill from a VIN look-up service, which the Client reviews and confirms before publishing.

9.2 Forge Digital's own image processing

Forge Digital warrants that its own image processing does not retouch, reconstruct, enhance or generate views of a vehicle offered for sale. Where Forge Digital processes a vehicle photograph, only the background, shadows, cropping and licence-plate blurring are affected, and the pixels depicting the vehicle itself are left as the Client supplied them. This warranty covers Forge Digital's own processing only. The Client may upload or import imagery produced or modified by other means, including AI-generated or AI-interpolated imagery obtained from a third-party marketplace or tool, and Forge Digital gives no warranty in respect of such imagery. The Platform provides per-image AI labelling for that purpose; clauses 9.3 and 9.4 apply to the Client's use of it.

9.3 Client's transparency obligation

The Client is solely responsible for determining whether the law applicable to it, including without limitation Article 50 of Regulation (EU) 2024/1689 (the "EU AI Act") which applies from 2 August 2026, requires the Client to make any disclosure, labelling or record-keeping in respect of AI-generated or AI-modified content on the Website. The Client is responsible for making any disclosure that may be required. Forge Digital provides the tooling and gives no advice on the Client's obligations.

9.4 Client instructions

Where the Client instructs Forge Digital to publish AI-generated or AI-modified imagery through the Platform, the Client warrants that publication is lawful in each market in which the Website is intended to be viewed.

10 Domains

10.1 Hosted Subdomain

Every Client receives a Hosted Subdomain as standard, included in the Subscription Fee. The Hosted Subdomain forms part of the Platform and remains at all times the property of Forge Digital. The Client acquires no ownership of, goodwill in, or transferable right to the Hosted Subdomain and may not sell, assign, sublicense or otherwise transfer it. The Client's right to use the Hosted Subdomain ends on the Cancellation Date, subject to the Grace Period. After the Grace Period expires, Forge Digital may reallocate the Hosted Subdomain to any other Client, including one with the same or a similar business or trading name.

10.2 Custom domain, Client-owned

The Client may connect a domain it already owns to the Website at no additional charge. The Client is solely responsible for the registration, renewal and technical configuration of any such domain.

10.3 Custom domain, Forge Digital-registered

At the Client's request, Forge Digital will procure the registration of a new domain on the Client's behalf through the domain registrar it uses from time to time. The Client is registered as the registrant in its own name using the details verified through VIES at onboarding. Those details are transmitted to the domain registrar and appear in the WHOIS record. The fee for this service is set out at checkout or in the Console. The domain is portable and remains the Client's property if the Client leaves the Platform. The full list of Forge Digital's sub-processors and suppliers, including the domain registrar, is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object.

10.4 Country TLDs

Forge Digital's domain registrar supports all standard generic and country-code top-level domains available in the European Union. Any specific requirements imposed by a country-code registry (for example, local presence rules) are the Client's responsibility to satisfy.

11 Hosting and infrastructure

11.1 EU-only hosting

The Platform is hosted within the European Union. The database is located in Frankfurt with Forge Digital's database and file storage provider (region eu-central-1) and the application is served from the Frankfurt region (fra1) of Forge Digital's application hosting provider. Client Content processed on behalf of the Client under the Data Processing Agreement is processed within the European Union subject to the transfer safeguards described in the Data Processing Agreement. The full list of Forge Digital's sub-processors and suppliers, including the database and file storage provider and the application hosting provider, is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement so that the Client may object.

11.2 Dedicated database per Client

Each Client is provisioned with a dedicated database instance. The Client's data is not commingled with the data of any other Client in a shared database. This single-tenant isolation is a core security property of the Platform and not an optional add-on.

11.3 Backups

The database is backed up automatically once per day and each backup is retained for seven (7) days. Point-in-time recovery is not offered as part of the standard service. In the event of data loss or corruption attributable to Forge Digital, Forge Digital will use commercially reasonable efforts to restore from the most recent viable backup, which may result in the loss of up to twenty-four (24) hours of data.

11.4 Third-party providers

Forge Digital relies on the third-party providers listed in the Data Processing Agreement to provide the Platform. Forge Digital is not liable for outages, defects or delays attributable to those providers, subject only to the service credits available under the Service Level Agreement where the Client has subscribed to a tier that provides them.

12 Warranties and disclaimers

12.1 Forge Digital warranties

Forge Digital warrants that (a) it has the right and authority to enter into this Agreement and to grant the licence set out in Section 2.1; (b) it will provide the Platform with reasonable skill and care and in a professional manner; and (c) it will comply with its data-protection obligations set out in the Data Processing Agreement.

12.2 Best-efforts service

Except as expressly set out in this Agreement or in the Service Level Agreement, Forge Digital does not warrant that the Platform will be uninterrupted, error-free, secure against every attack, or fit for any specific purpose. Forge Digital provides the Platform on a best-efforts basis.

12.3 Client warranties

The Client warrants that (a) it is a business established in the European Union, holds a valid EU VAT number verified through VIES, and enters into this Agreement in the course of that business; (b) the person who accepts this Agreement on behalf of the Client has authority to bind the Client; (c) all information the Client provides to Forge Digital is accurate, current and complete; and (d) it will use the Platform in accordance with this Agreement, the Terms of Service and all applicable law.

12.4 Exclusion of implied warranties

To the fullest extent permitted by law, all warranties, conditions, representations and other terms implied by statute or common law are excluded from this Agreement, without prejudice to any warranties or terms whose exclusion would be contrary to mandatory law of overriding effect.

13 Limitation of liability

13.1 Cap

Forge Digital's aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with this Agreement, is limited to the total amount paid by the Client to Forge Digital under this Agreement in the twelve (12) months immediately preceding the event that gave rise to the liability.

13.2 Excluded losses

Forge Digital is not liable, whether in contract, tort or otherwise, for any (a) loss of profit; (b) loss of revenue; (c) loss of business, business opportunity or anticipated savings; (d) loss of goodwill or reputation; (e) loss or corruption of data (subject to Section 11.3); or (f) indirect, special or consequential loss or damage.

13.3 Content and third-party liability

Forge Digital is not liable for any loss or damage arising out of or in connection with Client Content, the Client's failure to comply with any applicable law (including the sale of second-hand vehicles, consumer-protection law, or transparency obligations relating to AI-generated content), or the acts or omissions of any third-party provider used in connection with the Platform.

13.4 Non-excludable liability

Nothing in this Agreement excludes or limits any liability which cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct, death or personal injury caused by negligence, and any liability under Belgian Book VI of the Code of Economic Law that qualifies as an overriding mandatory provision within the meaning of Article 9 of Regulation (EC) 593/2008 (Rome I).

14 Cancellation effects and data handling

14.1 Website goes offline

On the Cancellation Date, the Website is taken offline. The Client's Console access is revoked. The Client's data and Client Content enter the Grace Period.

14.2 Grace Period (90 days)

For ninety (90) days following the Cancellation Date, the Client's data (including all Client Content, database records, uploaded files and configuration) is retained by Forge Digital in a suspended state. During the Grace Period the Client may reinstate the subscription by placing a new Order, in which case the Website returns online with all data intact. During the Grace Period the Client may also request an export of its Client Content in a machine-readable format (typically JSON and image files as ZIP), which Forge Digital will provide within a reasonable period at no additional charge.

14.3 Permanent destruction after 90 days

At the end of the Grace Period, the Client's data is permanently destroyed. This includes the Website, the database, the file storage and the associated DNS records. The Hosted Subdomain is released and may be reallocated as described in Section 10.1.

14.4 Records retained beyond the Grace Period

Notwithstanding Section 14.3, Forge Digital retains after the Grace Period, and for as long as necessary or as required by law, the following: (a) the data export invoices and accounting records; (b) the record of which contract versions the Client accepted and when; (c) a redacted, append-only send log of outbound emails, which records the recipient email address (the Client's inbox or an administrator's, never a Website visitor's) together with a reference identifier, the type of message, the vehicle concerned (where applicable) and the delivery status, but does not contain the sender's or Website visitor's name, address or message content; and (d) a record of any retention offer history. These records are retained for legitimate business, audit and legal-compliance purposes and are protected in accordance with Forge Digital's privacy policy.

14.5 Discontinuation by Forge Digital

If Forge Digital discontinues the Platform for its own convenience (other than because of the Client's non-payment or material breach), Forge Digital will provide the Client with a full export of Client Content and reasonable migration assistance so that the Client can move its content and domain to another provider.

15 Data protection

15.1 Roles

In respect of personal data of visitors to the Website (including data submitted through inquiry or "offer your car" forms), the Client acts as the data controller and Forge Digital acts as the data processor. That processing is governed by the Data Processing Agreement. In respect of Forge Digital's own processing of the Client's personal data (including the details of the Client's administrator users and billing data), Forge Digital acts as the data controller and its own privacy policy applies.

15.2 Compliance

Each Party shall comply with its obligations under applicable data-protection law, including the GDPR and the ePrivacy Directive as implemented in the Client's Member State.

15.3 Data Processing Agreement

The Data Processing Agreement forms an integral annex to this Agreement. In the event of any conflict between this Agreement and the Data Processing Agreement on matters of data protection, the Data Processing Agreement prevails.

16 Service levels

16.1 Default tier

The Platform is provided under the tier of the Service Level Agreement that corresponds to the Client's subscription tier (Bronze, Silver or Gold). The Bronze tier offers commercially reasonable availability on a best-efforts basis and does not include a numerical uptime target or service credits.

16.2 Paid tiers

The Silver and Gold service levels are included in the Silver and Gold subscription tiers respectively and are not ordered or priced separately. A Client on the Gold subscription tier may additionally order the Platinum service-level add-on at checkout or through the Console; the Platinum add-on is added to the Subscription Fee at the price and provides the commitments set out in the Service Level Agreement.

16.3 Tier changes

Tier upgrades take effect immediately on payment. The Client is invoiced at the time of the upgrade for the difference between the two tiers for the remainder of the current billing period.

Silver and Gold are subject to a minimum term of twelve (12) months, running from the date on which the Client takes that tier, whether on subscribing or by a later upgrade. During that minimum term the Client may not move to a lower tier. The minimum term applies equally on the monthly and the annual plan, and does not affect the Client's right to cancel the Agreement under clause 3.

After the minimum term has expired, the Client may request a move to a lower tier at any time. The change takes effect at the end of the billing period already paid for, being the next monthly renewal on the monthly plan and the next annual renewal on the annual plan. No refund or credit is due for the remainder of the period already paid for. Forge Digital may decline a move to a lower tier for as long as the Client's use exceeds the limits of the lower tier, in which case the Client is told which limits are exceeded and may request the change again once its use is within them.

17 Confidentiality

Each Party shall keep confidential all non-public information of the other Party that it receives in connection with this Agreement and shall use such information only for the purpose of performing its obligations or exercising its rights under this Agreement. This obligation does not apply to information that (a) is or becomes public other than through the receiving Party's breach; (b) was lawfully known to the receiving Party before disclosure; (c) is disclosed with the other Party's written consent; or (d) is required to be disclosed by law, by a court order or by a competent regulator, in which case the receiving Party shall, where lawful and practicable, notify the disclosing Party in advance.

18 Force majeure

Neither Party is liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, pandemic, government action, general internet or telecommunications outages, failures of the electricity grid, and failures of a third-party hosting, DNS or payment provider. If a force-majeure event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice to the other without liability.

19 Amendments

19.1 By written notice

Forge Digital may amend this Agreement, the Terms of Service, the Service Level Agreement, the Data Processing Agreement and the sub-processor annex from time to time. Amendments are notified to the Client by email to the administrator email address on file and by publication in the Console at least thirty (30) days before they take effect, save that changes required by law or to add a new sub-processor may take effect on shorter notice as necessary or where the change is favourable to the Client.

19.2 Client's remedy

If the Client does not wish to accept an amendment, the Client may cancel the subscription at any time before the amendment takes effect, in which case cancellation takes effect at the end of the paid month before the change. Continued use of the Platform after the amendment takes effect constitutes acceptance of the amendment.

19.3 Versioning and evidence

Forge Digital keeps an immutable log of every version of each contractual document, together with the exact wording served in each language, so that the Client's acceptance always resolves to a specific version.

20 Assignment and change of control

The Client may not assign, transfer, novate, sub-contract or otherwise dispose of any of its rights or obligations under this Agreement without Forge Digital's prior written consent, such consent not to be unreasonably withheld. Forge Digital may assign or transfer this Agreement to (a) an affiliate; (b) a purchaser of all or substantially all of its business or assets; or (c) any successor by merger or reorganisation, in each case on prior written notice to the Client.

21 Notices

Any notice under this Agreement is validly given if sent by email to the recipient's email address on file (in the case of the Client, the administrator email captured at onboarding; in the case of Forge Digital, info@forgedigital.io). Notices are deemed received on the next business day after transmission. Forge Digital may additionally provide notice by publication in the Console for operational matters that affect all Clients.

22 Governing law and jurisdiction

22.1 Governing law

This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed exclusively by the substantive law of the Republic of Bulgaria, without regard to its conflict-of-laws principles. The Parties acknowledge that Forge Digital is a Bulgarian company and that Bulgarian law is its home law. The application of overriding mandatory provisions of the law of any other EU Member State (within the meaning of Article 9 of Regulation (EC) 593/2008) is preserved.

22.2 Jurisdiction

Subject to Section 22.3, any dispute arising out of or in connection with this Agreement falls within the exclusive jurisdiction of the competent courts of Stara Zagora, Bulgaria.

22.3 Carve-out for Forge Digital

Forge Digital may, at its option, bring any claim against the Client for payment of Fees, or for injunctive relief to protect Forge Digital's IP, confidential information or the security of the Platform, before the competent courts of the Client's place of establishment. This carve-out is for Forge Digital's benefit only and does not confer any equivalent right on the Client.

23 Miscellaneous

23.1 Entire agreement

This Agreement, together with the Order, the Terms of Service, the Service Level Agreement and the Data Processing Agreement, constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior agreements, representations and understandings, whether written or oral. The Parties confirm that they have not relied on any representation not expressly set out in this Agreement.

23.2 Order of precedence

In the event of any conflict between the documents that make up this Agreement, the following order of precedence applies (from highest to lowest): (i) the Data Processing Agreement on matters of data protection; (ii) this Master Services and Subscription Agreement; (iii) the Service Level Agreement; (iv) the Terms of Service; (v) the Order.

23.3 No implied waiver

A failure or delay by a Party in exercising any right or remedy under this Agreement does not constitute a waiver of that right or remedy, and no single or partial exercise precludes further exercise of the same or of any other right or remedy.

23.4 Severability

If any provision of this Agreement is held to be invalid, unlawful or unenforceable, that provision shall be deemed modified to the minimum extent necessary to be enforceable, or, if that is not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

23.5 No partnership or agency

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the Parties. Neither Party has authority to bind the other.

23.6 Third-party rights

A person who is not a Party to this Agreement has no right to enforce any of its terms.

23.7 Rejection of Client's terms

The application of any purchasing or other terms and conditions of the Client is expressly rejected. This Agreement prevails over any such terms, even if referred to in a purchase order, email or other document issued by the Client, unless Forge Digital has expressly and in writing agreed to their application.

24 Acceptance

This Agreement is entered into electronically. By clicking "Accept" during onboarding, the Client agrees to be bound by this Agreement. No handwritten signature is required. Forge Digital records, for each acceptance, the identifier and version of each document accepted, the exact date and time, a hashed IP address, and the language in which the document was displayed. The Client accepts this Agreement together with the Terms of Service, the Service Level Agreement, the Data Processing Agreement, the Notice-and-Takedown Procedure and Forge Digital's Privacy Policy, each of which is linked from the acceptance screen and may be opened and reviewed before accepting. The Client further, through a separate acceptance tick, accepts the privacy policy, cookie policy, terms of use and legal notice generated for the Website as the Client's own texts, and acknowledges that they are templates provided as-is, that Forge Digital is not their publisher, and that the Client is responsible for having them legally reviewed for its business and for keeping them current.