FLIQ PLATFORM TERMS OF SERVICE 4/2024

1 BACKGROUND

1.1 These Terms of Service (“Terms”) apply to the delivery and use of the Fliq Platform

(“Service”) provided by Fliq Oy (Business ID 2564365-1, “Supplier”). The Service is provided as Software-as-a-Service (SaaS) in accordance with these Terms.

2 DEFINITIONS

2.1 In these Terms, “User” refers to a natural person who uses the Service.

2.2 In these Terms, “Customer” refers to a legal entity that has subscribed to user access to the Service or that is represented by a User of the Service.

2.3 In these Terms, “Price List” refers to the Supplier’s price list or price lists in force from time to time, which define the prices of the Service or the services to be provided.

2.4 In these Terms, “Service Description” means a description of the Service’s features, content, service levels, and intended use, or a service description document attached to the agreement.

2.5 In these Terms, “Data” means the data and files stored by the Customer in the Service. “User Data” means the data stored by the Service relating to the use of the Service by the User and the Customer.

3 SERVICE CONTENT AND SERVICE LEVEL

3.1 The content of the Service is determined on the basis of the Service Description.

3.2 Instructions for the Service, system requirements, and up-to-date customer support contact details are available from the Supplier upon request.

3.3 The Service may be modified as the Supplier develops it. The Supplier has the right to make changes that (a) do not reduce the content or service level of the Service, (b) are necessary to prevent a security threat to the Service, (c) result from legislation or an order of an authority, or (d) have been notified to the Customer in good time.

3.4 The Supplier may block access to the Service without prior notice if the Supplier suspects that inappropriate Data has been stored in the Service which may compromise other users’ access, or if these Terms are breached.

3.5 The Supplier shall use reasonable efforts to keep the Service continuously available but may suspend its use due to installations, updates, maintenance, or a security threat. The Supplier shall endeavor to notify the Customer of any interruptions in advance where possible.

3.6 The Supplier does not guarantee uninterrupted operation of the Service and shall not be liable for the availability of communication or network services provided by third parties.

3.7 The Customer Agreement may separately provide for individually customized components or professional services.

4 DATA PROTECTION, CYBER SECURITY, AND CONFIDENTIALITY

4.1 The Service is used for the processing of technical and commercial data, including personal data, in accordance with European data protection legislation. The processing of personal data is described in a separate Fliq data protection document.

4.2 In particular, it is noted that, in connection with the provision of the Service under this Agreement, the Supplier processes personal data relating to the Customer’s employees, decision-makers, or other individuals (e.g. the Customer’s technical or administrative contacts) for the purposes of providing the Service, troubleshooting, customer relationship management, customer service, billing, communication, marketing, service development, and other similar purposes (“Supplier Personal Data”). In respect of such data, the Supplier acts as the controller in accordance with applicable data protection legislation and is responsible for the lawfulness of the processing. Unless otherwise agreed in writing, the Customer may not issue instructions regarding the Supplier Personal Data. Further information on the processing of Supplier Personal Data is available at www.fliq.io/en/privacy-statement/.

4.3 The Supplier shall implement appropriate measures in accordance with industry standards to protect the Service and the Data from data breaches.

4.4 Neither Party nor its employees or group companies may use or disclose the other Party’s confidential information to third parties except as permitted under these Terms. The Parties shall treat confidential information with at least the same degree of care as they use for their own confidential information and, in any event, with no less than reasonable care.

5 IDENTIFICATION DATA

5.1 The Customer shall ensure that the usernames and passwords of the Customer and all Users designated by it are kept secure and separate. The Customer shall ensure that the above-mentioned credentials are not disclosed to any third party. If such credentials are disclosed to a third party, or if the Customer suspects that this has occurred, the Customer shall promptly notify the Supplier in order to prevent unauthorized use. The Supplier shall have the right to suspend the use of the Service until new credentials have been implemented.

5.2 The Customer shall be responsible for all actions carried out using its credentials until the Supplier has received notice of a possible disclosure of the credentials and has had a reasonable time to prevent use of the Service.

5.3 If a User has stored their credentials negligently or otherwise contributed to their disclosure to a third party, the Customer shall be liable for any damages caused to the Supplier or to third parties.

6 GENERAL RIGHTS AND OBLIGATIONS OF THE SUPPLIER

6.1 The Supplier grants the Customer and the Users a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Service during the subscription term for the purposes specified in these Terms. The Customer and the Users acknowledge that the Service is provided under a license and not sold, and that no ownership rights to the Service are granted to them.

6.2 The Supplier shall provide the Service in a professional and diligent manner in accordance with these Terms. The Supplier shall have the right to include open source software or modules in the Service.

6.3 The Supplier shall promptly notify the Customer of any circumstances that may prevent the use of the Service in accordance with these Terms or that may compromise the privacy of the Customer’s Data.

7 GENERAL RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1 The Customer shall have the right to use the Service for its internal operations in accordance with these Terms.

7.2 The Customer or the User shall not resell or otherwise distribute the Service to third parties without a separate agreement.

7.3 The Customer shall be responsible for procuring and maintaining the equipment, connections, software, and operating environment required to use the Service. The Customer shall ensure that these meet the requirements specified by the Supplier and that the Service is suitable for the Customer’s needs.

7.4 Unless otherwise agreed, the Service is hosted on a server maintained by the Supplier or a third party. The Customer shall ensure that neither it nor any Users designated by it attempt to copy the Service, examine, modify, or copy its source code, interfere with the operation of the Service, or gain unauthorized access to the database, customer data, or data stored by other customers.

7.5 The Customer shall not permit the use of the Service in any country where export control laws, restrictions on use, or additional requirements applicable to the Service differ from those under Finnish law.

7.6 The Customer shall be responsible for the use of the Service, the content of the Data stored, and any exchange of data carried out through the Service.

8 GENERAL RIGHTS AND OBLIGATIONS OF THE USER

8.1 The User undertakes to use the Service in accordance with these Terms. The Service may only be used by a legally competent adult who has been authorized by the Customer and whose use complies with these Terms.

8.2 The User shall keep their username and password secure and shall not disclose them to any third party. The User shall be responsible for all use of the Service under their credentials. The User shall promptly notify the Supplier if the credentials have been disclosed to a third party or if unauthorized use is suspected. Upon the Supplier’s request, the User shall change their password if required due to security threats.

8.3 The Supplier shall have the right to close a User’s account if the Service has not been used for 12 months, in order to ensure the security and usability of the Service.

9 PRICE AND PAYMENT TERMS OF THE SERVICE

9.1 The prices and payment terms for the Service are defined in the Supplier’s Price List in force from time to time, which forms part of the selected Service Description. The Supplier shall have the right to revise the prices by notifying the Customer at least 30 days prior to the entry into force of such changes.

9.2 The prices include applicable public charges imposed by authorities but exclude value added tax (VAT). VAT shall be added to the prices in accordance with the applicable regulations. If the basis or amount of public charges imposed by authorities changes, the prices shall be adjusted accordingly.

9.3 If an invoice is not paid by its due date, default interest in accordance with the Interest Act shall accrue on the overdue amount until the Supplier has received all outstanding payments and the related interest. In addition, the Supplier shall have the right to suspend the use of the Service until all payments have been made.

9.4 The Customer shall also be responsible for reasonable reminder and collection costs in connection with overdue payments. In the event of a dispute concerning an invoice, the undisputed portion of the invoice shall be paid by the due date.

10 INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER’S DATA

10.1 The Service and its content are the property of the Supplier or its licensors and may be protected by copyright or other intellectual property rights. Under these Terms, no rights to the Service are granted to the Customer or the User other than the rights of use expressly set out herein. The Supplier may freely use and exploit any suggestions, comments, or feedback provided by the Customer or the User without any obligation to compensate.

10.2 Ownership and intellectual property rights in the Data stored in the Service shall belong to the Customer or a third party.

10.3 The Customer shall ensure that it has the right to use and store data in the Service without infringing the rights of any third party or violating applicable law.

10.4 The Customer shall be responsible for all costs and claims that may arise for the Supplier or its group companies due to the data stored by the Customer or any breach of these Terms.

10.5 The Supplier shall have the right to use the Data and User Data as follows

– The Supplier may use User Data for the improvement of the Service, billing, statistical purposes, and other similar purposes. User Data may be disclosed to third parties for the same purposes in accordance with applicable data protection legislation.

– The Supplier shall not use the Customer’s Data for any purposes other than those specified in these Terms, unless otherwise agreed between the Parties.

10.6 Unless otherwise agreed in writing, the Supplier shall be responsible for backing up the Customer’s Data in the Service at least once per business day (if used from Fliq’s cloudservice) The Customer shall be responsible for any other necessary backups.

10.7 If the Data stored by the Customer is destroyed, lost, or damaged in whole or in part due to the Customer’s actions, the Supplier shall have the right to charge the Customer for the costs incurred in restoring such Data.

11 LIMITATION OF LIABILITY

11.1 Except for the warranties expressly set out in these Terms, the Supplier makes no other warranties regarding the suitability of the Service for a particular purpose, its quality, or its non-infringement of third-party rights.

11.2 The Supplier shall not be liable for any indirect or consequential damages that may be incurred by the Customer. The Supplier’s maximum liability in all cases shall be limited to the Service fees paid by the Customer to the Supplier for a period of six (6) months preceding the event giving rise to the damage, excluding value added tax (VAT).

12 VALIDITY AND TERMINATION

12.1 This Agreement consists of the following documents, which form an integral part hereof and shall apply in the following order of precedence: (1) the Customer Agreement, (2) the Service Description, (3) the Price List, and (4) these Terms.

12.2 The Supplier shall have the right to amend these Terms or other contractual terms due to changes in legislation, industry practices, or the content of the Service. The Customer shall be notified of such changes at least 30 days prior to their entry into force. If the Customer does not accept the changes, the Customer shall have the right to terminate the Agreement with six (6) months’ notice, in which case the changes shall not take effect during the notice period.

12.3 Unless otherwise agreed, the Agreement shall remain in force until further notice. The Customer may terminate the Agreement with one (1) month’s notice, and the Supplier with three (3) months’ notice.

12.4 Either Party may terminate the Agreement with immediate effect by written notice if (i) the other Party is declared bankrupt, enters into liquidation, or becomes permanently insolvent, or (ii) the other Party materially breaches the terms of the Agreement and fails to remedy such breach within 30 days of receiving written notice.

13 GENERAL TERMS

13.1 The Supplier shall have the right to extend the delivery time, cancel the Agreement, or modify the Service if its business is prevented due to a force majeure event, such as war, natural disaster, strike, or any other similar cause.

13.2 Neither Party may assign this Agreement without the prior written consent of the other Party. However, the Supplier may assign the Agreement to an affiliate or to a third party in connection with a corporate transaction.

13.3 If any provision of these Terms is found to be invalid, the remaining provisions shall remain in full force and effect.

13.4 This Agreement shall be governed by the laws of Finland, and any disputes shall be resolved by arbitration in Vaasa.