Article 1 (Definition of Terms)

1. The meanings of the following terms used in these Terms and Conditions shall be as defined below.
   (1) The Service: Refers to “HUE Digital Invoice,” a cloud-based invoice transmission and reception service provided by Works Applications, Inc. (hereinafter referred to as the “Contractor”) that enables users to receive and issue invoices in electronic form (hereinafter referred to as “Invoice Data”).
   (2) This Agreement: Refers to the contract concerning the entrustment of the Services (as defined in Item 6) concluded in accordance with Article 3.
   (3) This Quote: Refers to the quote regarding the entrustment of the Services, as set forth in Article 3, presented by the Contractor to the Prospective Client.
   (4) Prospective Client: Means a corporation or organization that wishes to use the Service.
   (5) Client: Means the corporation or organization that has entered into this Agreement with the Contractor pursuant to these Terms and Conditions.
   (6) Service Agreement: Means the service agreement regarding the Service entered into between the Client and the Contractor.
   (7) This Implementation: Refers to the Client’s configuration and operational verification of the Service, as well as the migration of data to the Service’s operational environment, for the purpose of using the Service to process business operations within the Client’s own business environment.
   (8) Implementation Work: Refers to the tasks specified in the attached Role Table as work to be performed by the Client for the purpose of this implementation.
   (9) These Services: Refers to the services provided by the Contractor to support this Implementation, as specified in the attached Role Table.
   (10) Service Provision Period: Refers to the period during which these services are to be provided, as specified in this quotation.
   (11) Number of Entities Subject to Implementation: Refers to the number of entities subject to this Implementation, as specified in this quotation.
   (12) Scope of Services: Refers to the scope of the various functional groups within this service that are designated for the performance of the Services, as determined by the Contractor following consultation with the Client.
   (13) Client Materials: Materials provided by the Client to the Contractor during the course of the Implementation Work or the Services, including the Client’s business environment, the business processes the Client intends to perform using the Service, existing systems or services the Client uses for such business processes, and other information specific to the Client. However, this excludes materials that constitute Contractor Materials.
   (14) Contractor Materials: Means all materials provided by the Contractor to the Client during the course of the Implementation Work or the Services, as well as all materials created by adding to or modifying such materials.
   (15) Client’s Purpose: Means the purpose for which the Implementation Work is being performed.
   (16) Contractor’s Business Purpose: Means the purpose of developing, improving, selling, providing, and maintaining the Contractor’s products and services, including the Service, regardless of whether such activities are performed for the Client or not.
   (17) Fees: Means the consideration for the Services specified in this quotation.
2. Terms used in this Agreement without separate definition shall have the same meaning as terms used in the Subscriber Agreement, unless the context requires a different interpretation.

Article 2 (Purpose of Contract)

The purpose of this Agreement is to define the contents and conditions of the Services to be provided by the Trustee to the Consignor and the division of roles regarding the Introduction between the Consignor and the Trustee.

Article 3 (Formation of this Agreement)

This Agreement shall be formed when the prospective subscriber submits an application for registration by submitting the application form prescribed by the Trustee, which describes the necessary matters, after agreeing to all of the Terms and Conditions, in response to the quotation presented by the Trustee to the prospective subscriber, and when the Trustee notifies the prospective subscriber of its acceptance of such application.

Article 4 (Entrustment and Contents of the Services)

1. The Consignor entrusts the implementation of the Services to the Trustee, and the Trustee accepts this entrustment.
2. The Consignor, as the entity executing the Implementation, shall execute the project management and the Implementation Work at its own responsibility and expense.
3. The Trustee shall, on the condition that the Trustee performs the Implementation Work in accordance with the preceding paragraph, perform the Work with the due care of a good manager during the period of provision of the Work, in the number of persons subject to the Implementation and in the scope of provision of the Work.
4. The Trustee acknowledges that the cooperation of the Trustee (including, but not limited to, making decisions promptly for the smooth performance of the Services, not changing decisions in a timely manner, and providing reasonably necessary information, personnel, facilities, equipment, and furniture) is necessary for the smooth and proper performance of the Services by the Trustee. (including, but not limited to, providing reasonably necessary information, personnel, facilities, equipment, and fixtures), and shall provide such cooperation to the Trustee in good faith.
5. The entrustment of the Services shall be by quasi-delegation, and the Trustee shall not guarantee any of the following items.
   (1) That the implementation of the Services will be completed during the period of provision of the Services
   (2) That the Services will conform to the business environment of the consignor, the business processing by the consignor, or the purpose of use of the Services by the consignor
   (3) That the implementation of the Services will enable the use of the Services in the consignor's business environment
   (4) The fiduciary material has a specific specification or usefulness or is suitable for the purpose of use by the consignor.
   (5) In the event that the fiduciary material contains predictions or forecasts of future matters, such matters are not included in the fiduciary material and the consignor's business environment or the purpose of use of the Services by the consignor, (6) In addition to the preceding items, that some work will be completed or some results will be achieved with respect to the matters to be performed by the Trustee under this Agreement.
   
6. In the event that the Consignor allows the Corporation to use the Services, this Agreement shall apply mutatis mutandis to the use of the Services by the Corporation, and the Trustee shall have no obligation or responsibility to the Corporation other than the obligations and responsibilities it assumes to the Consignor under this Agreement. The Consignor shall cause the Corporation to comply with the obligations of the Consignor set forth in this Agreement, and if the Corporation violates any of the obligations of the Consignor set forth in this Agreement, the Consignor shall be jointly and severally liable with the Corporation to the Trustee.

Article 5 (Addition or Extension of the Term of Provision of the Services)

1. The Consignor may not request the Trustee to continue the Services after the expiration of the Term of Provision of the Services, even if the Installation is not completed by the expiration date of the Term of Provision of the Services, except in the case where the Term of Provision of the Services is added or extended in accordance with this Article.
2. If the Trustee wishes to add to or extend the Term of Provision of the Services, the Trustee shall notify the Trustee in writing or by e-mail or other electromagnetic means at least two weeks prior to the expiration date of the Term of Provision of the Services, and shall discuss with the Trustee the contents and terms of the Services (including the consideration for the additional Services) for the Term of Provision after such addition or extension. (2) As a result of the consultation provided for in the preceding paragraph, the Company shall consult with the Trustee regarding the contents and conditions of the Services (including the consideration for the additional Services) for the additional or extended period of the Services.
3. If the consignor and the trustee agree to the addition or extension of the Term of Provision of the Services as a result of the consultations set forth in the preceding paragraph, the consignor and the trustee shall execute a contract pertaining to the addition of the Term of Provision of the Services or modify this Agreement in accordance with Article 6. If the Consignor and the Trustee do not reach such agreement, the Trustee shall not be under any obligation to provide the Services after the expiration of the Work Provision Period.

Article 6 (Change in the Number of Lawyers to be Introduced or in the Scope of the Services)

1. If the consignor wishes to change the number of persons subject to the Introduction or the scope of the Services, the consignor shall notify the trustee thereof in writing or by e-mail or other electromagnetic means, and shall discuss with the trustee the contents and conditions of the Services (including the consideration for the additional Services) under the changed number of persons subject to the Introduction or the scope of the Services. The Company shall consult with the Trustee regarding the content and terms of the Services (including the consideration for the additional Services) for the revised number of persons subject to the Introduction or scope of the Services.
2. If, as a result of the consultations set forth in the preceding paragraph, the consignor and the trustee agree to change the number of persons subject to the Introduction or the scope of provision of the Services, the consignor and the trustee shall amend this Agreement in accordance with Article 6. If the Consignor and the Trustee do not reach such agreement, the Trustee shall not be under any obligation to provide the Services beyond the number of the Lawful Persons subject to the Introduction or the scope of provision of the Services.

Article 7 (Modification of the Agreement)

(2) The trustee and the fiduciary shall enter into a contract only by means of a document signed or stamped with the name and seal of both parties authorized to enter into the contract (including an electromagnetic record of the document with an electronic signature in a manner agreed upon by both parties) and by the method agreed upon by the trustee and the fiduciary. The contents and terms of this Agreement may be changed only by a method agreed upon in writing (including an electromagnetic record of such writing with an electronic signature in a manner agreed upon by both parties). Any correspondence or agreement by means other than such written agreement, such as minutes, communication or consultation between the parties in charge, or any other communication or agreement made in the course of the implementation of the Implementation, the Implementation Work, or the Work, shall not have the effect of changing the contents and terms of this Agreement.

Article 8 (Implementation Structure of the Services)

1. The Trustee shall provide the Services at the following times, under the following structure and in the following manner
   (1) Implementation time: During the business days and business hours of the Trustee.
   (2) Implementation system: The staffing system shall be determined to be appropriate by the Trustee, and may be changed at any time at the Trustee's discretion.
   (3) Implementation method: The implementation shall be conducted by a method and at a location deemed appropriate by the Trustee (including implementation at the business office of the Trustee or remote implementation from the business office or other location of the Trustee). (4) Method of implementation: The work shall be performed in a manner and at a location that the Trustee deems appropriate.
2. (4) The trustee shall provide all instructions, labor management, safety and health management, etc. to its own workers engaged in the performance of the Services.
3. The transportation and accommodation expenses of the Trustee incurred in the provision of the Services shall be reimbursed on an actual cost basis (however, if separately agreed in writing between the Trustor and the Trustee, such reimbursement shall be made in accordance with the method agreed upon), and the Trustor shall pay such reimbursement in accordance with the invoice issued by the Trustee.

Article 9 (Sub-Consignment)

The Trustee may, if necessary, have a third party perform all or part of the Services. However, the Trustee shall bear the responsibility for the implementation of the Services by such third party.

Article 10 (Payment of Consideration)

1. The consignor shall pay the fee to the trustee as consideration for the Services during the period of provision of the Services by a lump-sum bank transfer to the bank account designated by the trustee by the payment deadline specified in this quotation.
2. If the Trustee fails to pay the full amount of the Fees by the payment date set forth in the preceding paragraph, the Trustee may suspend the performance of the Services until such payment is completed, regardless of the cause of such failure.
3. Except in the case where this Agreement is terminated due to the reason that the Trustee falls under any of the items of Article 16, Paragraph 1, the Trustee shall, in any event (in the case where the implementation of the Services is suspended pursuant to the preceding paragraph, in the case where the Installation is completed before the expiration date of the term for providing the Services, in the case where the Installation is not completed by the expiration date of the term for providing the Services (and including the case where the Usage Contract is not concluded or is terminated between the consignor and the trustee for any reason whatsoever) mo、shall not be obligated to refund all or any part of the Fees, and、 The consignor shall not be released from the obligation to pay the Fees.。

Article 11 (Intellectual Property Rights)

1. (2) Any intellectual property rights (including copyrights (including the rights stipulated in Articles 27 and 28 of the Copyright Act) pertaining to the Trustee's Materials and materials created based on the Trustee's Materials) invented or created, etc. in the course of or in connection with the Services shall be deemed to be the property rights of the Trustee. (including, but not limited to, the right to receive patents and other intellectual property rights and know-how. The same shall apply hereinafter.) (hereinafter the same shall apply) shall belong to the trustee. In the event that the Trustee's Materials contain intellectual property rights or intellectual property rights related to the Services, the Trustee may only reproduce and use the Trustee's Materials within the scope of the Trustee's Purpose and in compliance with the confidentiality obligation set forth in Article 11, and shall not be granted any reproduction right, adaptation right, distribution right, license or any other right with respect to the said intellectual property rights. No reproduction right, adaptation right, distribution right, license right, or any other right shall be granted with respect to such intellectual property rights.
2. (2) If the consignor's materials and the consignee's materials include contents prepared by the consignor, the consignor may reproduce, adapt, or otherwise use such contents within the scope of the consignor's business purposes and in compliance with the confidentiality obligation stipulated in Article 11. (2) Even if the consignor's work is included in the consignor's data or the trustee's data, the consignor shall not exercise the copyright and moral rights pertaining to such work against the trustee.

Article 12 (Confidentiality)

1. (2) The consignor and the trustee shall keep the existence and contents of this Agreement and any technical or business information of the other party obtained in connection with the performance of this Agreement (including information contained in the trustee's materials for the consignor and in the trustee's materials for the trustee; hereinafter collectively referred to as "confidential information") strictly confidential. (hereinafter collectively referred to as "Confidential Information") shall be kept strictly confidential and shall not be disclosed without the prior written consent of the party to whom the Confidential Information has been disclosed (hereinafter referred to as "Disclosing Party"). The Confidential Information shall be kept strictly confidential and shall not be disclosed to any third party (including the party who has received the Confidential Information (hereinafter referred to as the "Receiving Party")) without the prior written consent of the party who has disclosed the Confidential Information (hereinafter referred to as the "Disclosing Party"). (excluding officers and employees of the Receiving Party, subsidiaries of the Trustee, subcontractors of the Trustee, attorneys, certified public accountants, or tax accountants) who need to know the Confidential Information for the purposes of the Trustee if the Receiving Party is the Trustee, or for the purposes of the Trustee's business if the Receiving Party is the Trustee, respectively. (2) The Trustee shall not disclose the Confidential Information to any person who has a need to know the Confidential Information. However, information falling under any of the following items shall not constitute confidential information
   (1) Information that the receiving party already possessed prior to disclosure by the disclosing party without any obligation of confidentiality
   (2) Information that the receiving party independently developed without using the confidential information
   (3) Information that the receiving party legitimately obtained from a third party without any obligation of confidentiality
   (4) Information that was already in the public domain at the time of disclosure or became publicly known after disclosure without breach of this Agreement
   (5) Information the disclosing party has authorized in writing for release in advance.
2. Notwithstanding Paragraph 1, if the Receiving Party is obligated by applicable law or the rules of a financial instruments exchange to disclose Confidential Information to a court, administrative agency or financial instruments exchange, it may disclose such Confidential Information only to the extent necessary to comply with such obligation.
3. (3) The Trustee shall not use the Confidential Information to which it is obligated under Paragraph 1 for any purpose other than the Trustee Purpose. The Trustee shall not use the Confidential Information to which it is obligated under Paragraph 1 for any purpose other than the Trustee Business Purposes.
4. The Receiving Party shall bear full responsibility for ensuring that its officers, employees, and other persons who need to know the Confidential Information stipulated in Paragraph 1 strictly comply with the contents of each paragraph of this Article.

Article 13 (Disputes with Third Parties)

The Trustee shall settle any claims, lawsuits, or other disputes arising between itself and its employees, customers, business partners, or other third parties with respect to the Implementation at its own responsibility and expense, regardless of the cause of such disputes, and the Trustee shall not be liable to defend or indemnify the Trustee with respect to such claims, lawsuits, or other disputes. The Trustee shall not be liable to defend or indemnify the Consignor against such claims, lawsuits or other disputes.

Article 14 (Compensation for Damages)

1. In the event that the Trustee causes damage to the Consignor or a third party including the Corporation for the performance of this Agreement due to reasons attributable to the Trustee, the Trustee shall, regardless of default of obligation, breach of contract, unjust enrichment, tort, or any other cause of claim, be liable only for the amount of damage directly and actually caused to the Consignor due to such cause and for the amount of the Fees received from the Consignor. (2) The amount of the Fees received from the consignor (limited to the Fees for the Services in respect of which the damage occurred) The Trustee shall be liable to compensate for such damages up to the amount of the Charges received from the Trustee (limited to the Charges for the Service that caused the damage). Even if the matters specified in each item of Paragraph 5 of Article 3 are not realized, the Trustee shall not be liable for any consequences thereof, and in no event shall the Trustee be liable for any lost profits or indirect damages incurred by the Trustee.
2. If the consignor delays the payment of the Fees under Article 9.1, the consignor shall forfeit the benefit of time with respect to all debts owed to the trustee, and shall pay to the trustee a late payment penalty at the rate of 14.6% per annum from the day following the date of delay until the payment is completed.

Article 15 (Term of Contract)

The term of this Agreement shall be the same as the term of provision of the Services.

Article 16 (Exclusion of Anti-Social Forces)

1. The consignor and the trustee shall each provide the other party with a copy of the documents, etc., of its own (in the case of the consignor, including the Corporation for Assigned Use). The same shall apply hereinafter in this paragraph), or their own officers, etc. (meaning their own officers or persons who have substantial management authority) (i) The trustor and the trustee represent to the counterparty that they (including the Relying Corporation in the case of the trustor) or their own officers, etc. (meaning their own officers or persons who have substantial management authority) do not fall under any of the following items and will not fall under any of the following items in the future (1) A person who is a member of a crime syndicate, a crime syndicate, a crime syndicate, a crime syndicate, a crime syndicate, a crime syndicate, a crime syndicate, a crime syndicate, or a crime syndicate.
   (1) Being a crime syndicate, a company affiliated with a crime syndicate, a general meeting house, or a person equivalent thereto, or a member thereof (hereinafter collectively referred to as "Anti-Social Forces"). (2) Having a relationship that is deemed to involve the use of antisocial forces
   (3) Having a relationship that is deemed to involve the provision of funds or favors to antisocial forces
   (4) Having a relationship that is deemed to involve the provision of funds or favors to antisocial forces
   (5) Having a relationship that is deemed to involve the use of funds or favors to antisocial forces (4) To have a socially reprehensible relationship with antisocial forces
   (5) To use fraudulent, violent or threatening words or deeds against the counterparty or the counterparty's related parties by oneself or by using a third party.
2. (6) If the counterparty commits an act in violation of the representations or assurances in the preceding paragraph, the consignor and the trustee may, without any notice, terminate all or part of any agreement between the consignor and the trustee that was concluded before the effective time of this Agreement or that is concluded after the effective time of this Agreement (hereinafter referred to as the "Subject Agreement"). (2) The Subject Contract may be terminated, in whole or in part, by the Trustee and the Consignor.
3. In the event that a Subject Contract is cancelled pursuant to the provisions of the preceding paragraph, the cancelled party shall not make any claim against the other party for damages arising from the cancellation.
4. (3) In the event that the subject contract is cancelled pursuant to the provisions of paragraph 2, the person who has been so cancelled shall compensate the other party for any damages incurred by that party.

Article 17 (Cancellation)

1. (3) The consignor and the trustee may immediately terminate this agreement without any notice if the other party falls under any one of the following items
   (1) The counterparty breaches any of its obligations under this Agreement (including the obligations specified in the attached Role Table).
   (2) In the event of cancellation or suspension of business by the supervisory authority, or in the event that any cause for such cancellation or suspension is discovered.
   (3) In the event of a decision approving seizure or compulsory execution, or in the event of delinquent payment of public taxes and dues.
   (4) The Company files or receives a petition for the commencement of an auction, bankruptcy, civil rehabilitation, special liquidation, or corporate reorganization proceedings
   (5) The Company dishonors a bill or check or otherwise ceases to make payments or becomes insolvent
   (6) The Company is unable to pay its bills or checks (7) The Company is unable to pay its bills or checks (8) The Company is unable to pay its bills or checks (9) The Company is unable to pay its debts (6)  In the event of suspension or discontinuance of business activities
   (7) In the event of dissolution of the Company
2. In the event that this Agreement is terminated pursuant to the preceding paragraph, the terminated party may not make any claim against the other party who has terminated the Agreement with respect to damages incurred by such party as a result of such termination.

Article 18 (Measures at the Time of Contract Termination)

1. Even if this Agreement is terminated in the middle of the term of the Agreement, the obligation to pay the Fees owed by the Trustee shall not be extinguished or reduced, and the Trustee shall not be obligated to refund all or part of the Fees, unless this Agreement is terminated because the Trustee has fallen under any of the events specified in each item of Article 17, Paragraph 1. Even if this Agreement is terminated because the Trustee falls under any of the events specified in each item of Article 17.1, the Trustee shall not be obligated to refund the full amount of the Fees, but shall be obligated to refund the difference between the Fees and the amount calculated by adding a pro-rata amount based on the number of days until the date of termination (Fees - the The difference between the fee and the fee plus a pro-rated amount based on the number of days until the termination date (the fee - the fee x the number of days from the start date of the service period to the actual termination date / the total number of days of the service period specified in this quotation) shall be refundable, and no interest, etc. shall accrue until the time of refund. In the event that this Agreement is terminated in the middle of the Term, the Trustee shall not be obligated to provide the Trustee's materials or its work-in-progress that were to be provided in the Services to the Consignor thereafter.
2. Upon termination of this Agreement, the Trustee shall, in accordance with the Trustee's request, return, delete, or dispose of the Trustee Materials, materials prepared based on the Trustee Materials and their reproductions in the manner specified by the Trustee, and shall submit to the Trustee a written document evidencing such action.
3. Even if this Agreement is terminated, the Trustee may continue to use the Trustee Materials, the materials prepared based on the Trustee Materials, and their reproductions within the Trustee to the extent provided in Article 11, Paragraph 3.
4. Even if this Agreement is terminated, the provisions of Article 4.5, Article 5.1 and 3, Article 7, Article 10.3, Articles 11 through 14, Article 16.3 and 4, Article 17.2, and Articles 18 through 23 shall remain in effect.

Article 19 (Force Majeure)

Neither party shall be liable to the other for any war, civil disturbance, riot, earthquake, fire, typhoon or other natural disaster, epidemic or disease outbreak or measures taken to prevent them, power failure, system failure or other electrical, Internet or telecommunications outage through no fault of its own, government action or other regulation (export or otherwise), denial or revocation of license or approval, or any other cause of action or proceeding. (including denial or revocation of export or other permits or licenses) The Trustee and the Trustee shall not be liable for any failure or delay in the performance of their obligations due to any event beyond their reasonable control, including, but not limited to, power outages, system failures, strikes or other labor disputes, or any other circumstances beyond their reasonable control.

Article 20 (Prohibition of Assignment of Rights and Obligations)

Neither the consignor nor the trustee shall assign or succeed its position under this Agreement or any rights and obligations arising under this Agreement to any third party or offer them as security without the prior written consent of the other party.

Article 21 (Entire Agreement)

This Agreement sets forth the entire agreement between the parties with respect to the Implementation Work and the Services as of the date of execution of the Agreement, and no agreement (including, but not limited to, the Master Transaction Agreement) made between the parties prior to the execution of this Agreement shall supersede this Agreement. In the event of any inconsistency or conflict between this Agreement and the contents of any agreement (including but not limited to the Master Transaction Agreement), oral or written communications, discussions or agreements, or minutes, proposals, quotations or other materials provided by either party to the other party, this Agreement shall prevail and shall not have the effect of supplementing or superseding this Agreement.

Article 22 (Governing Law)

The laws of Japan shall govern all matters relating to this Agreement, and this Agreement shall be construed in accordance with the laws of Japan.

Article 23 (Consultation and Exclusive Jurisdiction)

1. Any matter not stipulated in this Agreement shall be settled amicably upon consultation between the trustee and the fiduciary in the spirit of good faith.
2. The Tokyo District Court shall have exclusive first instance jurisdiction over any and all disputes relating to this Agreement.

Supplementary Provisions

The amended Terms and Conditions shall take effect on August 5, 2026.

• Initial Effective Date: December 9, 2025
• Effective Date of First Amendment: August 5, 2026

Appendix

Table of Roles

Roles of Consignor and Trustee in this Introduction