Clyro Match Eligibility Agreement

CLYRO MATCH ELIGIBILITY AGREEMENT — v1.2 Effective from 13 June 2026. This agreement applies between Clyro Trade & Technology S.A.E. ("Clyro") and the Exporter who opts in to Clyro Match-Eligibility ("Match-Eligibility"). It governs the commercial relationship for deals routed through Clyro's Request Match shortlisting service. SCOPE - Match-Eligibility is opt-in. The Exporter remains free to list in the Clyro public directory at no charge regardless of enrollment. - Once enrolled, the Exporter becomes eligible to appear in Clyro's Request Match buyer shortlists for crops/services in the Exporter's declared categories. - The Exporter may withdraw from Match-Eligibility at any time. Withdrawal does not release the Exporter from obligations on any RFQ routed to the Exporter while enrolled. COMMISSION - Rate: 2% of the FOB invoice value of the goods, with a minimum of USD 500 per closed deal. "FOB invoice value" means the goods value at FOB origin, exclusive of freight, insurance, duties/taxes, and any Clyro-coordinated service fees; on CIF/CFR terms it is the FOB-equivalent goods line, backing out freight and insurance. Payable by the Exporter to Clyro on each closed deal that originated from a Clyro Match-routed buyer introduction. - Trigger: Commission becomes due on dispatch of the shipment under the PO. Clyro invoices the Exporter within 30 days of dispatch. - Payment terms: Net 30 days from invoice date. - Fairness waiver: If the buyer defaults before dispatch and no goods ship under the PO, no commission is due. - Currency: Commission is invoiced in USD, or the PO currency at the prevailing exchange rate on the invoice date if the PO is not denominated in USD. COVERAGE WINDOW (per buyer-exporter pair) - Commission applies to closed POs between the Exporter and a specific buyer ONLY for: * The first 12 months from Clyro's first introduction of the Exporter to that buyer, OR * The first 3 closed POs between the Exporter and that buyer, whichever comes first. - After the window expires, the Exporter owes Clyro nothing on subsequent deals with the same buyer. The introduction value is considered fully captured. REPORTING - The Exporter agrees to notify Clyro of each closed PO with a Clyro-introduced buyer, including the FOB value and dispatch date, within 14 days of dispatch. - Clyro may request a copy of the commercial invoice or PO for verification. The Exporter agrees to provide redacted copies on reasonable request. - Failure to report a covered deal is a material breach (see below). NON-CIRCUMVENTION - The Exporter agrees not to bypass Clyro by attempting to close deals with Clyro-introduced buyers off-platform during the coverage window. The Exporter is bound by the Clyro Non-Circumvention Agreement (NCA) which the buyer has signed. - Clyro reserves the right to audit closed-deal reporting through routine check-ins with the buyer. BREACH AND ENFORCEMENT - Failure to remit commission on a reportable closed deal, or knowing concealment of a covered transaction, is a material breach. - Material breach gives Clyro the right to: * Suspend the Exporter from Match-Eligibility and the public directory pending resolution. * Invoice retrospectively for any concealed deals at 2x the standard commission rate (4% of FOB value) as liquidated damages. * Pursue collection through Egyptian courts (Cairo jurisdiction) or the buyer's jurisdiction if the buyer cooperates. TERMINATION - The Exporter may opt out of Match-Eligibility at any time through the Exporter dashboard. Withdrawal takes effect immediately for future RFQs. - Commission obligations on any RFQ routed while enrolled survive withdrawal until the coverage window expires for each buyer- exporter pair. LIMITATIONS - This agreement does NOT cover: * Deals between the Exporter and buyers who contact the Exporter directly through the Clyro public directory (no Match routing involved). * Clyro Selected deals, which have a separate 5% supplier-paid brokerage agreement. * Pre-existing Exporter-buyer relationships disclosed at enrollment. NO EXCLUSIVITY - This agreement does NOT require the Exporter to source all RFQs through Clyro. The Exporter retains full freedom to engage other channels, marketplaces, or direct buyers. DATA PROTECTION - Clyro processes the Exporter's data under the Clyro Privacy Policy and applicable data-protection law. ASSIGNMENT - Neither party may assign this agreement without the other's prior written consent, except that Clyro may assign to a successor entity in a corporate reorganisation. GOVERNING LAW - This agreement is governed by the laws of the Arab Republic of Egypt. Disputes are subject to the exclusive jurisdiction of the Cairo Economic Court. ELECTRONIC SIGNATURE - The Exporter confirms enrollment by checking the agreement box and clicking "Enroll" in the Clyro dashboard. The timestamp, IP address, version, and Exporter profile ID constitute the signature record. Clyro retains an immutable audit log of the enrollment event including a full snapshot of the agreement text at the time of signing. CONTACT - Questions about this agreement: hello@clyro.trade