Terms of Service and
Strategic Professional Services.

1. BINDING AGREEMENT AND CORPORATE CAPACITY

This Terms of Service and Strategic Professional Services Agreement (the "Agreement") constitutes a legally binding contract executed between Gneffin Group and its applicable global entities (collectively, "Gneffin") and the corporate entity accessing our advisory services (the "Client").

By requesting a Strategic Tariff Audit, interacting with Gneffin's advisory personnel, or utilizing analytical outputs generated by Gneffin, you represent, warrant, and covenant that you possess the full corporate authority, legal capacity, and necessary board approvals to bind your organization to these terms. If you do not agree to these terms in their entirety, you are strictly prohibited from engaging our services.

2. SCOPE OF SERVICES: TECHNOLOGY-ENABLED ADVISORY

Gneffin is a specialized technology-enabled supply chain and tariff optimization consultancy.

2.1. Internal Tool Operational Model

Gneffin leverages advanced, proprietary artificial intelligence models, data mapping systems, and analytical software frameworks. The Client explicitly acknowledges that NO SOFTWARE LICENSE IS GRANTED UNDER THIS AGREEMENT. Gneffin does not sell SaaS, software platforms, or client-facing applications. The AI software remains entirely an internal tool utilized exclusively by Gneffin's experts to generate consulting deliverables.

2.2. Professional Consultation Disclaimer

All optimization reports, HTS code recommendations, and structural arbitrage strategies provided by Gneffin are advisory in nature. Gneffin does not provide formal legal representation, nor do our consulting sessions constitute attorney-client privilege. The final implementation of any strategy must be vetted by the Client's internal legal and compliance departments.

3. STRICTOR LEGAL DECLARATION OF IMPORTER OF RECORD (IOR) LIABILITY

The Client explicitly acknowledges that under international customs laws, including but not limited to section 484 of the U.S. Tariff Act of 1930 (19 U.S.C. § 1484), the Importer of Record (IOR) bears the absolute, non-delegable legal responsibility for exercising "Reasonable Care" in entering, classifying, and determining the value of imported merchandise.

• Independent Verification: Gneffin provides mathematical probabilities of lower legal tariff brackets based on technical data analysis. The Client or its designated licensed customs broker remains the final filing authority.
• No Assumption of Agency: Gneffin does not act as the IOR, does not assume any fiduciary duties of a customs broker, and does not execute legal declarations on behalf of the Client before customs authorities.

4. TECHNICAL REPRESENTATIONS AND ABSOLUTE DATA INTEGRITY

The accuracy of Gneffin's neural classification models is entirely contingent upon the integrity of the source data provided by the Client. The Client represents and warrants that:

• All financial invoices, Bills of Materials, and technical engineering specifications provided are 100% authentic, accurate, and complete.
• The Client owns or possesses the undisputed legal right to share such technical specifications without violating third-party intellectual property or non-disclosure agreements.
• Gneffin completely disclaims any liability for optimization failures, classification rejections, or regulatory penalties stemming from inaccurate, altered, or incomplete data supplied by the Client.

5. INTELLECTUAL PROPERTY, NON-CIRCUMVENTION, AND TRADE SECRETS

The underlying architecture of Gneffin's internal tools, including but not limited to: neural network weights, proprietary HTS correlation matrices, data parsing scripts, and the specific structural logic used to achieve tariff arbitrage, represents the highly guarded trade secrets and intellectual property of Gneffin Group.

• Prohibition of Reverse Engineering: The Client is strictly prohibited from attempting to deconstruct, copy, reverse-engineer, or mimic Gneffin's analytical processes, audit report structures, or classification logic.
• Anti-Circumvention: The Client agrees that it will not use Gneffin's optimization strategies to modify its global supply chain structures independently in a manner designed to bypass success fees or contractual compensation models agreed upon in subsequent Master Service Agreements.

6. EXTENSIVE LIMITATION OF LIABILITY AND HOLD HARMLESS PROTOCOLS

THIS SECTION CONSTITUTES A MATERIAL INDUCEMENT FOR GNEFFIN TO ENTER INTO THIS AGREEMENT.

6.1. Administrative and Regulatory Sovereign Risks

International trade law, anti-dumping regulations, and customs rulings are highly volatile and subject to retroactive, subjective interpretation by sovereign government agencies (e.g., U.S. CBP, UK HMRC). Gneffin cannot and does not guarantee that a customs authority will not challenge or overturn a recommended HTS classification upon subsequent audit.

6.2. Total Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, Gneffin, its directors, employees, and technological partners shall NEVER be held liable to the Client or any third party for any indirect, incidental, consequential, special, or punitive damages. This includes, without limitation, lost corporate profits, supply chain disruptions, retroactive customs audits, additional duties assessed, interest charges, or statutory fines imposed by customs authorities.

6.3. Liability Cap

In no event shall Gneffin's aggregate liability for any claim, action, dispute, or litigation arising out of or related to this Agreement exceed the total monetary fees actually paid by the Client to Gneffin for the specific audit service that gave rise to the liability within the twelve (12) months preceding the dispute.

7. GLOBAL EXPORT CONTROL AND SANCTIONS COMPLIANCE

Gneffin operates in strict alignment with international security protocols. The Client represents, warrants, and certifies that neither it, nor any of its parent companies, subsidiaries, or primary stakeholders, are listed on any international sanctions lists. This includes the United States Department of Commerce Entity List, the Office of Foreign Assets Control (OFAC) Specially Designated Nationals (SDN) List, or the consolidated sanctions lists of the United Kingdom and Hong Kong. Gneffin will immediately terminate all services if compliance with this section is compromised.

8. FORCE MAJEURE AND GEOPOLITICAL MARITIME DISRUPTIONS

Gneffin shall not be held liable for any failure or delay in delivering strategic optimization assessments caused by events beyond its reasonable control, including but not limited to: systemic failures of governmental customs portals, sudden implementations of emergency trade embargoes, geopolitical maritime conflicts, port nationalization, global cyber-warfare events, or immediate alterations to national tariff schedules by executive decree.

9. GOVERNING LAW AND MANDATORY INTERNATIONAL ARBITRATION

This Agreement, and all claims or disputes arising out of its execution, shall be governed exclusively by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law principles.

Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• The seat of arbitration shall be Hong Kong.
• The tribunal shall consist of one (1) arbitrator experienced in international corporate law and cross-border trade technology.
• The language of the arbitration shall be English.

Legal Department Corporate Liaison: legal@gneffin.com