FUJITSU MEATPRO CLOUD End User Licence Agreement

1. Purpose

This agreement governs the customer's subscription, access to and use of MeatPro Cloud.

MeatPro Cloud is a software application developed by Fujitsu and delivered as an extension application operating on Microsoft Dynamics 365 Business Central online.

MeatPro Cloud is not a standalone business application and is licensed for use only in conjunction with a supported Microsoft Dynamics 365 Business Central online environment.

2. Relationship with the Fujitsu Master Services Agreement

This Agreement supplements the applicable Fujitsu Master Services Agreement and governs the customer's use of MeatPro Cloud.

The Fujitsu Master Services Agreement remains the primary agreement for all general commercial and legal matters between the parties.

This Agreement governs only MeatPro Cloud subscription rights, MeatPro Cloud licensing requirements, authorised use of MeatPro Cloud and responsibilities relating to the operation of MeatPro Cloud.

Where any inconsistency exists between this agreement and the Fujitsu Master Services Agreement (MSA), the Fujitsu MSA will prevail unless expressly agreed otherwise in writing.

3. Definitions

Authorised User - A named individual authorised by the customer to access MeatPro Cloud.

Business Central - Microsoft Dynamics 365 Business Central online.

MeatPro Cloud - The Fujitsu software application operating as an extension to Microsoft Dynamics 365 Business Central online.

Subscription Term - The period during which the customer is entitled to access and use MeatPro Cloud.

4. Subscription Rights

Subject to payment of applicable fees and compliance with this agreement, Fujitsu grants the customer a limited, non-exclusive, non-transferable right to access and use MeatPro Cloud for internal business operations during the subscription term.

The customer receives access rights only. No ownership rights in MeatPro Cloud are transferred to the customer. MeatPro Cloud is provided solely as a subscription service. No perpetual licence rights are granted.

5. Microsoft Dynamics 365 Business Central Prerequisite

MeatPro Cloud is designed exclusively for Microsoft Dynamics 365 Business Central online.

The customer must maintain all Microsoft subscriptions required for the operation of MeatPro Cloud.

The customer acknowledges that Business Central online is provided by Microsoft, Microsoft licensing terms apply separately, and Microsoft subscriptions are a prerequisite for MeatPro Cloud.

If the customer ceases to maintain the required Microsoft subscriptions, Fujitsu may suspend access to MeatPro Cloud.

6. Licensing Requirements

The customer must maintain sufficient MeatPro Cloud subscriptions for all named users.

The customer's entitlement to access and use MeatPro Cloud is limited to the licence quantities specified in the applicable Order / Quote or other agreed purchasing arrangement.

Detailed licensing requirements, user classifications and subscription metrics are defined in Schedule 1.

The customer is responsible for assigning licences correctly, maintaining licence compliance and ensuring Microsoft and MeatPro licences remain aligned.

7. Microsoft Platform Dependency

The customer acknowledges that MeatPro Cloud operates as an extension entirely within Microsoft Dynamics 365 Business Central Online.

Business Central online is operated by Microsoft under separate agreements between Microsoft and the customer.

Fujitsu is responsible for the MeatPro application. Microsoft is responsible for Business Central online platform services, platform availability, platform security, platform resilience and platform maintenance.

MeatPro Cloud availability is dependent upon Microsoft Business Central online and associated Microsoft services. Fujitsu is not responsible for service interruptions, outages, degradation, platform availability issues or service failures arising from the Microsoft Platform.

Further responsibility allocation is described in Schedule 2.

8. API and Integrations

Any integration or API services provided by Fujitsu will be governed by the applicable Fujitsu documentation, order form or statement of work. Microsoft APIs and Power Platform services remain subject to Microsoft’s applicable terms and licensing requirements.

9. Acceptable Use

The Customer must not:

1. use MeatPro Cloud for unlawful purposes;

2. attempt unauthorised access to MeatPro Cloud;

3. bypass licensing controls;

4. bypass security controls;

5. reverse engineer or decompile MeatPro Cloud;

6. distribute or resell MeatPro Cloud without Fujitsu's prior written consent.

The customer must ensure that all authorised users comply with this agreement.

10. Product Updates

The customer acknowledges that MeatPro Cloud is a continuously evolving software service.

Fujitsu may provide updates, deliver enhancements, introduce new features, modify existing functionality and implement changes required for compatibility with Business Central.

Fujitsu will use reasonable endeavours to avoid materially reducing the core functionality subscribed to by the customer.

11. Intellectual Property

Fujitsu retains ownership of MeatPro Cloud, source code, object code, product designs, documentation, enhancements, updates and derivative works.

Nothing in this agreement transfers ownership of any Fujitsu intellectual property to the customer.

12. Suspension

Fujitsu may suspend access to MeatPro Cloud where:

1. subscription fees remain unpaid;

2. the customer breaches this agreement;

3. the customer fails to maintain required Microsoft subscriptions;

4. licence non-compliance is identified;

5. Microsoft suspends the customer's Business Central environment.

13. Customer Data

As between Fujitsu and the Customer, the Customer retains all rights in Customer Data. Customer Data processed through MeatPro Cloud is primarily held within the Customer’s Microsoft Dynamics 365 Business Central Online environment and remains subject to the Customer’s separate agreement with Microsoft. Any access to Customer Data by Fujitsu for support or service purposes is governed by the Fujitsu MSA and applicable privacy and security terms.

14. Termination

Upon expiration or termination of the applicable subscription, access to MeatPro Cloud ceases, authorised users must stop using MeatPro Cloud and all rights granted under this agreement terminate.

Any continuing obligations contained in the Fujitsu MSA remain unaffected.

Schedule 1: MeatPro Cloud Licensing and Subscription

1. Licence Types

1. MeatPro Cloud User

A MeatPro Cloud user is a authorised user assigned a Microsoft Dynamics 365 Business Central Essentials license subscription and a corresponding MeatPro Cloud license subscription.

A MeatPro Cloud user may only access functionality permitted under Microsoft's Essentials licensing rights.

2. MeatPro Team Member

A MeatPro Team member is a authorised user assigned a Microsoft Dynamics 365 Business Central Team Member licence subscription and a corresponding MeatPro Team Member Licence subscription.

A MeatPro Team Member user may only access functionality permitted under Microsoft's Team Member licensing rights.

3. Business Central Device

Where a Microsoft Dynamics 365 Business Central Device licence is used to access MeatPro functionality or data, the customer must currently hold a corresponding MeatPro Team Member licence. This interim requirement applies until Fujitsu introduces and requires a dedicated MeatPro Device licence.

Mandatory Licence Pairing

For each Microsoft Dynamics 365 Business Central licence used to access MeatPro functionality or data, the customer must hold the corresponding MeatPro licence specified in the table below. This requirement applies separately to each relevant Business Central user or Device licence.

2. Microsoft Licensing Requirements

Nothing in this Agreement grants any rights that exceed the permissions available under the applicable Microsoft Dynamics 365 Business Central licensing terms.

Where Microsoft modifies its licensing rights, restrictions or usage provisions, those changes will apply to the customer's use of MeatPro Cloud.

3. Named User Licensing

MeatPro Cloud is licensed on a named-user basis.

Each licence must be assigned to a specific individual.

Shared user accounts are not permitted.

The named-user requirements above do not apply to access under a Microsoft Dynamics 365 Business Central Device licence. Such access remains subject to the device licensing requirements and the corresponding MeatPro licence requirement stated in this Schedule.

4. Licence Compliance

The customer is responsible for maintaining sufficient subscriptions for all users accessing MeatPro Cloud. Fujitsu may reasonably review licensing compliance where usage appears to exceed purchased subscriptions. Where under-licensing is identified, the customer must purchase sufficient additional subscriptions to achieve compliance.

5. Procurement of Subscriptions

MeatPro Cloud subscriptions must be acquired directly from Fujitsu, the applicable commercial terms shall be defined in the relevant Fujitsu Order / Quote or renewal documentation.

Microsoft Dynamics 365 Business Central subscriptions may be purchased from Fujitsu, Microsoft or another authorised Microsoft licensing partner. To simplify the management of the complete MeatPro Cloud solution, Fujitsu recommends purchasing the required Microsoft subscriptions through Fujitsu, enabling the customer to manage both Microsoft and MeatPro licensing through a single trusted provider.

1. Single point of contact - one provider for Microsoft and MeatPro licensing enquiries, changes and support coordination.

2. Simplified administration - consolidated licence management, purchasing and billing arrangements.

3. Aligned subscriptions - better coordination of licence quantities, renewal dates and changes across Business Central and MeatPro Cloud.

4. Licensing guidance - access to Fujitsu licensing expertise to help select the appropriate subscriptions and maintain compliance.

6.       Pricing

Current MeatPro Cloud pricing is available from Fujitsu upon request. Pricing is subject to change and may be adjusted annually to reflect increases in the Consumer Price Index (CPI), as specified in the applicable Order / Quote or renewal documentation.

7.       Subscription Renewal

MeatPro Cloud subscriptions renew, expire or terminate in accordance with the applicable order form, or subscription period.

8.       Marketplace Availability

Fujitsu may make MeatPro Cloud available through Microsoft AppSource Marketplace.

Fujitsu may discontinue or withdraw Marketplace availability, provided that existing subscription rights continue in accordance with the applicable Order / Quote or renewal documentation.

9.       Future Licence Types

Fujitsu may introduce additional MeatPro licence classifications, product editions or subscription models from time to time.

Additional licence models will be described in applicable MeatPro licensing documentation and will apply only when purchased by the customer.

10.   Platform Responsibility

The customer acknowledges that MeatPro Cloud operates within Microsoft Dynamics 365 Business Central Online and relies upon Microsoft services for hosting, security, availability, disaster recovery and platform operations.

Fujitsu is responsible only for the MeatPro Cloud application layer.

The customer is responsible for administering its users, licences, data and business processes, including any additional data backup arrangements required beyond the backup and recovery capabilities provided by Microsoft