1. Definitions

A. “JBS” – is the ‘Japan Business Solutions and/or its subsidiary and affiliated Companies and, where applicable, it’s Sub-Agents, within the territorial jurisdiction of Sri Lanka, registered and approved by the company register under company registration No. PV 00295610 under company registration act of Sri Lanka.

B. “Services” – means the services which are provided by JBS to the Principal pursuant to these Standard Terms and Conditions (“Conditions”), as service provider by way of charge, fee, commission, or remuneration of any other kind, unless expressly agreed that it is to be without

C. “Applicable Law” – means the Sri Lankan national laws (which also includes provisions of international treaties and agreements and their amendments relating to Trading and services declared under CR ratified by the Sri Lanka, ministerial regulations and decisions to implement the provisions of international treaties and agreements and their amendments relating to Trading and services declared under CR ratified by the Sri Lanka).

D. “Contract” – means this contract document whereby the principal substitutes JBS/subsidiaries/ sub-agents to carry out a specific legal disposal for the principal and the service providers / customers /Suppliers and distributors.

E. “Principal” – means the company, firm, or person who has or whose representative has appointed JBS to act as their service provider or supplier to fulfil their requirement is Sri Lanka.

F. “Sub-agent” – means that person or other business entity appointed and sub-contracted by JBS to perform their Services for JBS on behalf of a Principal / Customer / Suppliers or distributor. pursuant to these

G. “Supplier” – means the company, firm, or person who is contracted by JBS to supply services or goods to JBS / or to their Principals / Suppliers / Customer s/or Distributors .

H. “Customer” – means the company, firm, or person who is purchasing goods or service from JBS as any individual, business, retailer, reseller, or organization. that purchases goods or service to use in their own operations.

I. “Territory” – means the area JBS is authorized to extend their service.

As used herein, words in the singular shall include the plural and vice versa. Words importing the masculine shall include the feminine and neuter and vice versa; and words importing persons shall incorporate bodies’ corporate, unincorporated associations, sole proprietorships, partnerships of every kind and character, and any and all other business organizations or entities recognized by Applicable Law.

The headings in these Conditions are for convenience only and shall not affect their interpretation.

2. General

A. The Principal/customer hereby designates JBS as their service provider under these Conditions to deliver services within the Territory on behalf of the Principal/customer and to execute any and all additional services that JBS is capable of performing and has consented to, which the Principal/customer may reasonably request in accordance with service acceptance by JBS. Here in for their needs in the Territory (“Supplemental Services”). The applicability of these Conditions to the execution of Services by JBS shall not be contingent upon a distinct signed or written agreement between the Company and the Principal for the provision of Services. Such an agreement shall be considered to exist and be enforceable under Applicable Law upon the verbal request of any party acting on behalf of the Company or Principal, along with JBS’s actions taken in reliance on such request. In the presence of any such verbal or written agreement, these Conditions shall be regarded as incorporated for all intents and purposes, irrespective of whether these Conditions are mentioned in such verbal or written agreement. Should there be any inconsistency between any term in these Conditions and any term in any such verbal or written agreement, these Conditions shall take precedence. To clarify, these Conditions, along with the terms of any verbal request for Services or any separate written agreement between the Company and Principal for such services, shall collectively form the “Contract” between the Company and the Principal.

B. In designating JBS, along with any of its subsidiary or affiliated entities, to serve as the service provider, as well as for all transactions or services conducted by JBS and/or any of its subsidiary or affiliated companies or their Sub-Agents, the Principal consents that unless a different arrangement is mutually established in writing at least 48 hours before the final agreement is reached, the terms outlined herein are considered to be acknowledged, comprehended, and fully accepted.

C. In the event that any international convention, service or trading law, or other Applicable Law is mandatorily applicable to the Services or any Supplemental Services provided by JBS (collectively referred to as “Compulsory Legislation”), these Conditions shall, with respect to such services only, be governed by the relevant Compulsory Legislation. Nevertheless, nothing in these Conditions shall be interpreted as a waiver of any rights by JBS or as an increase in any of its obligations or liabilities under such Compulsory Legislation or any other Applicable Law. Should any portion of these Conditions conflict with such Compulsory Legislation or other Applicable Law, that portion shall be overridden to the extent necessary in relation to such services, and no further.

D. It is acknowledged and accepted that JBS will act solely as a “Supplier / Service Provider Only” for and on behalf of the supplier, and will provide such Services with due care and diligence. Nothing in these Conditions shall establish an employer-employee relationship, a partnership, or any other non-service business relationship between the parties.

E. JBS is obligated to carry out the duties assigned to them by their principals or Customer, commencing from the moment JBS enters into a written agreement with the territory until the tasks are fully completed.

3.Liabilities and Indemnity

A. The Principal, the Customer, and all interested underwriters (collectively referred to as the “Indemnifying Parties”) shall, at all times, indemnify, hold harmless, and defend JBS along with its subsidiary and affiliated companies, all Sub-service providers, and other independent contractors appointed by JBS to provide services for the Principal, Customers, under this agreement (collectively known as the “Indemnified Parties”). This indemnification covers any and all debts, claims, demands, actions, proceedings, and lawsuits related to disputes, cargo damage or shortage claims (including any claims arising from subrogation rights), penalties and fines, delays, property damage or loss, personal injury, or death that are alleged to arise from or are connected, directly or indirectly, to the operations or conditions associated with the services or supplies within the Territory. Any of the Indemnified Parties may, in good faith, incur or suffer such issues in whole or in part due to their performance of services under these Conditions. Furthermore, JBS shall not be held responsible or accountable for any non-compliance with local and international regulations or requirements by the Principals and Customers when services are extended in Sri Lanka, nor for any actions or claims from authorities resulting from such non-compliance. This also encompasses all delays and consequential losses, if any, experienced by the Principals or Customers, as well.

B. The parties hereby agree and covenant that JBS, serving as the service provider under these Conditions, will act exclusively for and on behalf of the Principal / customer, possessing either express or implied authority to do so. JBS shall not be personally liable for any debts owed to Suppliers by the Principal / customer. The Principal / customer shall indemnify, defend, and hold harmless the Indemnified Parties from any and all such debts, claims, demands, actions, proceedings, and lawsuits that are directly or indirectly related to these actions.

C. It is hereby explicitly agreed that neither the indemnified parties nor any servant, director, or employee thereof shall, under any circumstances, be liable in any way under these conditions to the indemnifying parties or any third parties for any loss or damage to persons or property, or for any delays of any kind or nature. This includes, but is not limited to, damage to products, software malfunctions, hardware malfunctions, operating platform malfunctions, and similar charges. Such issues may arise or result directly or indirectly, in whole or in part, from any act, neglect, or default by any indemnified party while performing duties related to their employment under these conditions. The indemnifying parties hereby agree to hold harmless, defend, and indemnify the indemnified parties against any and all debts, claims, demands, actions, proceedings, and lawsuits that arise as a result of any such loss, damage, or delay, including the reimbursement of all reasonable costs and attorneys’ fees incurred in defending against such actions.

D. Without prejudice to the generality of the preceding provisions, every exemption from liability, limitation, condition, and liberty contained herein, as well as every right, defense, and immunity of any nature applicable to the Indemnified Parties or to which any Indemnified Party is entitled, shall also be accessible and shall extend to safeguard every servant, agent, or employee of such Indemnified Party acting in the aforementioned capacity. In the event that JBS or any other Indemnified Party, acting under JBS’s direction, is mandated by the Principal/customer to submit data to a third party or government official in compliance with any other requirements set forth by Applicable Law, JBS and those for whom it is accountable will exercise reasonable skill and care to ensure the data is filed accurately and within the designated deadlines. However, JBS disclaims any responsibility or liability

• for the correctness and accuracy of the information supplied by the Principal/customer, or
• if the Principal/customer fails to provide the data promptly, or
• if there are technical issues or human errors beyond JBS’s control.

JBS will provide the filing process under these Conditions solely as a data exchange service. Any losses or liabilities arising from the submission of such data, regardless of whether JBS is alleged to have been negligent or at fault in any manner, shall be borne by the Principal/customer. The indemnifying parties shall hold harmless, defend, and indemnify the indemnified parties from the repercussions of any and all such losses or liabilities, including, but not limited to, any penalties, fines, or costs of delay, even if caused in whole or in part by the neglect, fault, or failure to exercise reasonable care of an indemnified party.

E. In accordance with the aforementioned provisions, the liability of JBS, along with its subsidiary and affiliated companies, as well as all Sub-agents and other independent contractors designated by JBS to provide services to the Principal/customers and suppliers under this agreement, in relation to any negligent act performed by such individuals, shall be limited to the total amount of the service fees payable by the Principal or customer to JBS, after deducting operating costs (Net Profit of JBS) for any specific service agreed upon by JBS. These fees shall be considered earned in all circumstances. Under no circumstances shall either party be held liable to the other for any indirect, special, or consequential damages of any kind, including but not limited to costs associated with service failures, hardware malfunctions, timeline delays, and so forth.

F. JBS as a paid service provider is only liable towards the principal / customer for works carried out by JBS on their behalf.

4. Fees / Contracts

A. A Job Number will be allocated by JBS, and in the absence of a specific signed agreement with the Principal or customer the JBS service fee, along with any additional charges, will be evaluated for each service support port provided by JBS within their designated territory.

B. In cases where a service request is either cancelled or redirected after work has begun in preparation for that service, JBS may receive a pro rata reimbursement for the services provided.

C. Additional compensation, in line with any Supplemental Services provided, will be billed as extraordinary services. This includes, but is not limited to, all expenses incurred on behalf of the Principal related to any such incident. Furthermore, a ten percent (10%) interest rate will be imposed on any unfunded amount that JBS is required to advance on behalf of the Principal/customers, provided that notice has been given to the Principal/customer to advance the necessary funding balance to JBS for the service/supply, and the Principal/customer has not made such advance payment in a timely manner.

D. JBS reserves the right to subtract from the amounts held by JBS on behalf of the Principal’s / customers any sums owed to JBS by the Principal / customers.

E. The principal, along with customers, is responsible for covering all collection costs, which include reasonable attorneys’ fees. Additionally, they shall incur interest on any unpaid amounts that remain outstanding thirty (30) days after the accounts are issued, at a rate of fifteen percent (15%), compounded annually.

F. In instances where a signed JBS – Principal Agreement exists that is governed by these Conditions, unless stated otherwise or mutually agreed upon, the Principal is required to provide three (3) months’ written notice prior to terminating the Contract. Should this notice not be given, JBS reserves the right to claim fees amounting to up to three (3) months of average fees applicable within the Territory related to the Contract.

G. The fee imposed by JBS for additional days is applicable regardless of the reasons that led to the extra days, and regardless of whether the charges resulted from the actions or negligence of the principal/customer. Depending on the specific circumstances that caused the delay, the principal/customer might have the opportunity to pursue reimbursement from their counterparty to the charter or from another third party. JBS is not obligated to pursue payment from the responsible party, especially since JBS may lack any contractual rights against that party.

5. Quotations & Final Invoice

Unless otherwise agreed upon or addressed in a separate agreement between JBS and the Principal regarding the financial obligations of the Principal/customer, the funds requested to cover the estimated initial expenses, as determined by JBS, will be sent by JBS to the Principal/customer in a written quotation that includes an advance fund amount estimate of the expected fees and expenses. This estimate must be remitted (telegraphically/electronically) to JBS’s designated bank/account before the initiation of any service or supply. JBS will accept bank confirmation of remittance solely concerning the funds outlined in the quotation.

6. Funds

A. Unless there exists a specific signed agreement between JBS and a designated Principal/customer that outlines a tailored funding procedure or other financial obligations, any failure by the Principal to provide funding to JBS or to adhere to the stipulated financial responsibilities will be deemed a significant breach of contract by the Principal/customer. In such an event, JBS reserves the right to issue immediate notice for the termination of the Contract and to implement any or all of the following remedial actions:

B. JBS shall possess a valid and enforceable claim against principals/customers for all unreimbursed expenses incurred while performing Services related to the specified project, as well as for any prior services provided to the same principal/customer or for any other services rendered to the same Principal/customer.

C. JBS is permitted to deduct any outstanding amounts owed by the Principal/customer from funds held by JBS on behalf of the Principal/customer.

D. JBS may utilize the properties or additional funds of the principal/customer in accordance with Applicable Law, retaining such assets until the funds are received by JBS or appropriate security is provided.

7. Sub – Agents

JBS shall possess the authority to designate Sub-agents at its sole and absolute discretion to carry out Services on behalf of the Principal/customer, including any services that may be governed by these Conditions, while remaining fully accountable under these Conditions for the actions of the Sub-agent. Any Sub-agent appointed pursuant to this Section VII shall be considered to have all the authority conferred upon JBS in the execution of JBS’s Services herein.

8. Sanction / Ethics / Bribery / GDPR

A. JBS is legally obligated to adhere to the sanctions programs of the European Union and the United States of America (OFAC), along with any comparable laws or regulations in other jurisdictions concerning sanctions, ethics, GDPR, and bribery. Should the Principal ask the Company to carry out any Services that violate these sanctions programs, laws, or regulations, JBS will promptly inform the Principal/customer and suppliers and clarify the degree to which JBS is hindered from executing the requested Services.

B. JBS strengthens the enforcement of these laws and regulations via its Code of Ethics, Anti-Bribery policy, Anti-Money Laundering policy, GDPR policy, and various training programs. JBS adopts a zero-tolerance stance towards any violations of laws or regulations concerning ethics, bribery, or money laundering.

C. In the event that JBS identifies a breach or suspects a potential violation of applicable ethics, bribery, GDPR, or money laundering laws or regulations while providing any Services requested by the Principal/customer, JBS shall promptly inform the Principals/customers and cease any related performance under this agreement that pertains to such breach or violation.

D. JBS shall not be held liable to the Principal / customer for any claims, losses, liabilities, or expenses arising from the service’s inability to perform any Services as a result of its adherence to any sanctions program or violation of any laws or regulations pertaining to ethics, bribery, or money laundering.

9. Proprietary Rights / Communications

A. All information and communications (including Quotations, Data, Samples, and Invoices) supplied by JBS shall be regarded as a trade secret and the exclusive intellectual property of JBS. JBS maintains sole and exclusive ownership, along with all rights, titles, and interests in all trade secrets and other intellectual property, and the Principal / customer acknowledges that such information is privileged between JBS and the Principal / customer. No licenses, transfers, or assignments of intellectual property are granted under these Conditions, whether explicitly or implicitly. The Principal agrees that JBS’s trade secrets and intellectual property must not be disclosed, shared, or utilized for any purpose, including but not limited to statistical analysis, except for the settlement of a specific service disbursement account, without the express written consent of JBS. The Principal/customers further agree to inform all their service providers, employees, and other contractors of these Conditions and to ensure that they will be bound by them. Any infringement of JBS’s intellectual property rights by any such service provider, agent, employee, or other contractor shall be considered a breach by the Principal, granting JBS the right to terminate the Contract for cause in accordance with Section X herein and to pursue any and all legal remedies available under the law or the Contract.

B. All correspondence between JBS and the Principal / customer will be regarded as confidential by JBS and shall not be revealed to third parties unless mandated by the due process of law. All communication between JBS and the Principal customer is meant solely for the use of the designated recipient and may include information that is privileged or confidential. Any sharing, copying, or distribution of such messages to unauthorized third parties is strictly forbidden.

10. Termination

 A. In the event that the Contract between the parties for the provision of Services is founded on a distinct written JBS – Principal / customer agreement, unless explicitly stated otherwise in that agreement, either party may terminate the Contract for its own convenience by providing no less than three (3) months’ prior written notice to the other party, specifying the termination date.

B. JBS reserves the right to terminate the Contract for cause with immediate effect by providing written notice to the Principal / customer , should any of the following situations arise (each referred to as an “Event of Default”):

C. The Principal / customer fails to fulfill any payment obligation to JBS as stipulated in the Contract, or does not maintain the disbursement account in accordance with the terms of the Contract, and such breach is not rectified within three (3) Business Days following written notification from JBS regarding the breach;

D. A voluntary or involuntary bankruptcy petition, insolvency, receivership, or similar filing is initiated by the Principal, the customer, or any other legal action is taken against the Principal / customer under Applicable Law;

E. The Principal / customer attempts to transfer, assign, novate, or otherwise dispose of any or all of its rights and/or obligations under this Contract without prior written notice and the explicit written consent of JBS.

F. Either party has the right to terminate the Contract for cause by providing written notice to the other party if the latter commits a significant breach of any terms and conditions of the Contract and does not rectify such breach within ten (10) days following the receipt of the written notice to remedy it.

G. The nomination shall be terminated when the work of the service is completed or when the specified term therefore

11. Choice of LAW and Dispute Resolution

A. In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the dispute through amicable negotiations within 30 days of written If no resolution is reached through negotiations, the parties shall proceed to litigation.

B. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of Sri Lanka. Each Party irrevocably agrees that the courts of Sri Lanka shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or

C. If the performance by any party of any of its obligations under this Agreement is prevented, delayed or restricted by reason of acts of God, acts of civil or military authorities (including export licenses or other governmental approvals), labour difficulties including but not limited to strikes, slowdowns, lock-outs, sabotage, or other concerted acts of workers, fire, floods, storms, epidemics, quarantine restrictions, riots, wars or warlike hostilities, embargoes, inability to obtain transportation for necessary supplies, material or personnel or any other occurrence whatsoever, whether similar or dissimilar to those referred to in this clause, beyond the control and without the fault or negligence of the party whose performance is prevented, delayed or restricted by such occurrence, then the party so effected shall, upon giving written notice to the other party (which notice shall identify the reasons for, and estimate the duration of, the non-performance), be excused from such performance to the extent and for the duration of such prevention, delay or restriction, provided that the party so effected shall resume performance with all reasonable dispatch whenever such causes are removed. Such non-performance shall not give rise to any claim for damages by the other party. However, if the cause of non-performance shall not have been removed after ninety days (90) days have elapsed from the giving of notice of the non-performance; the other party shall have the right to terminate this Agreement.

D. Both parties shall endeavor at all times to resolve any disputes in a spirit of reasonableness    between themselves. However, in the event of failure to reach a settlement, such disputes shall be referred to arbitration under Sri Lankan laws shall apply. In such an event, each party has the right to appoint an Arbitrator and if necessary a third Arbitrator can be appointed as Umpire by the first two Arbitrators.