Service Agreement

1. PARTIES

1.1 This Service Agreement is entered into by and between AB Leverache, corporate registration number 559150-7115, with registered office at Frejgatan 32, 113 45 Stockholm, Sweden, hereinafter referred to as "ABL"; and the Customer.

1.2 The person accepting the terms of this Service Agreement on behalf of the Customer, guarantee that he or she is entitled to enter into this Service Agreement on behalf of the Customer. ABL will be entitled to hold the Customer liable for any breach of this Service Agreement made by the Customer and/or its Users.

1.3 Hereafter, this Service Agreement will refer to ABL and the Customer since it is these two parties who have concluded this Service Agreement upon the acceptance of these terms on the Customer's behalf. ABL and the Customer are individually referred to as a "Party" and jointly as the "Parties".

2. INTRODUCTION AND AGREEMENT

2.1 ABL has developed and provides Inex One, a Software-as-a-Service solution for procurement and administration of Supplier services. The Customer wishes to use Inex One for its intended purposes and ABL is willing to grant the Customer access to Inex One. In the light of the foregoing, the Parties have entered into this Agreement (as defined below).

2.2 The Service Agreement between the Parties regarding the provision and use of the Platform consists of the following documents (jointly the “Agreement”):

2.2.1 This document;

2.2.2 Appendix 1: General Terms & Conditions;

2.2.3 Appendix 2: Customer Data Processing Agreement (the “DPA”): and

2.2.4 Appendix 3: Fees and Payment terms;

2.3 In the event of any discrepancy between any of the documents described in Section 2.2, the document with the lowest number shall take precedence, unless otherwise expressly provided in the relevant document.

2.4 This Agreement supersedes and replaces all previous oral or written agreements between the Parties.

3. GOVERNING LAW AND DISPUTES

3.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden without regard to its conflict of laws principles.

3.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).

3.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.

3.4 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the prior consent by the other Party.

4. TERM AND TERMINATION

4.1 This Agreement shall apply when duly executed by both Parties and continue until terminated by either Party with a thirty (30) days prior written notice to the other Party. However, ABL always reserves the right to, without prior notice and with immediate effect, at any time, modify, limit, suspend or terminate the use of the Platform due to a breach of the Agreement or other inappropriate use of the Platform, as deemed by ABL, without incurring any liability.

4.2 Upon termination of the Agreement, all rights granted by ABL to the Customer and its Users shall immediately cease. For the avoidance of doubt, the Customer and its Users may not use the Platform after the Agreement is terminated or expired.

4.3 Section 3 (Governing law and disputes) above and Sections 8 (Warranties and availability of the platform) and 13 (Liability, indemnification, and limitation of liability) in Appendix 1: General terms and conditions will survive termination or expiration of the Agreement.

Appendix 1: General Terms & Conditions

1. DEFINITIONS

1.1 The following capitalized terms shall have the following meanings in this Agreement:

Customer means the business that is searching for or purchasing temporary Engagements, Surveys or other Related Services on the Platform.

Engagement means the temporary engagements arranged as a remote consultation (over telephone, email or in other forms) on the Platform between the Customer and an Expert recruited by a Supplier.

Expert means a third-party expert, recruited by a Supplier and marketed to the Customer through the Platform.

Platform means the Software-as-a-Service Inex One provided by ABL through https://app.inex.one, including any sub-domains or customer specific domains, on which the Customer can launch a Project.

Project means a project in which a Customer requests the Supplier to recruit and provide relevant Experts, or Survey Respondents available for Engagements, Surveys or other Related Services.

Purpose means the purpose of the use of the services as further specified in Section 2.1 below.

Related Services means the services a Supplier offers on the Platform other than Engagements or Surveys, such as transcripts, translations, workshops or board placements.

Survey means survey completed by a selected sample of Survey Respondents recruited by a Supplier.

Survey Content refers to any content of a Survey, including Survey language, topics, questions, video, images etc.

Survey Respondent means an individual that is recruited by the Supplier to participate in a Survey.

Supplier means an expert network or survey provider offering Engagements, Surveys and other Related Services to the Customer on the Platform.

Target means the Target of an investment process that the Customer is part of conducting.

User means the Customer’s employees, officers and/or other representatives eligible to access and use the Platform.

2. GENERAL

2.1 ABL has developed the Platform for procurement and administration of Engagements, Surveys, and other Related Services.

2.2 ABL is willing to grant the Customer access to the Platform, and the Customer wishes to access and use the Platform for its intended Purpose.

2.3 The access to and use of the Platform is conditional upon the Customer’s and its User’s compliance with this Agreement.

3. LICENSE GRANT

3.1 ABL is the owner of the Platform, including all intellectual property rights related thereto. All rights not expressly granted in this Agreement are reserved by ABL. No additional licenses or other rights are granted by implication or otherwise.

3.2 ABL hereby grants to the Customer and its Users a non-exclusive and non-transferable right to use the Platform in the Customer’s regular business activities and in accordance with this Agreement. Any use of the Platform other than as specifically authorized herein, without the prior written permission of ABL, is strictly prohibited and will automatically terminate the right to use the Platform.

3.3 Neither the Customer nor its Users may sublicense, rent, loan or otherwise permit any third party, directly or indirectly, to access the Platform, and may not use, copy or transfer the Platform, or parts thereof, other than as permitted in this Agreement.

4. MARKETING

4.1 ABL may identify the Customer as a customer of Inex One, including by using the Customer's name and logo on ABL's website, in presentations and on social media. The Customer may withdraw consent at any time for future use by writing to legal@inex.one; ABL will remove the Customer's name and logo from its website within thirty (5) days of withdrawal. Testimonials, case studies and press releases require the Customer's separate written approval of the content.

5. USE OF THE PLATFORM

User account

5.1 Each User will need to create a user account in order to access the Platform. The Customer acknowledges that it is the User’s responsibility to ensure that the password used to access the Platform remains confidential and secure.

5.2 The Customer is entirely responsible for any and all use of the Platform by it and its Users, meaning that the Customer is liable for all actions and activities conducted under any accounts registered by its Users, including but not limited to keeping the password to a User account confidential and secure in order to prevent unauthorized access to the account. The Customer shall immediately inform ABL about any known misuse of the Platform or unauthorized use of, or access to its Users’ accounts.

5.3 When using the Platform, the Customer and its Users agree:

• a) to use the Platform solely for the intended Purpose;

• b) to state correct and complete information when using the Platform and to keep such information continuously updated;

• c) to comply with all applicable laws and regulatory requirements when using the Platform;

• d) not to use the Platform to post, transmit or otherwise distribute illegal material;

• e) not to defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including ABL; and

• f) not to contribute to destructive activities such as the spreading of viruses, spam or any other activity that might harm the Platform, third parties or ABL in any way.

5.4 The Customer and its Users agree to follow the instructions provided by ABL from time to time or set out on the Platform regarding the use of the Platform.

5.5 The Customer and its Users further agree to use the Platform in a professional manner and to not misuse the Platform in any way. The Customer and its Users explicitly undertake not to: (i) spam, stalk, harass or send inappropriate messages; (ii) promote illegal or other inappropriate activities; and (iii) contact anyone on the Platform for any other purposes than the intended Purpose.

Third-party Users

5.6 The Customer may invite users from third party organizations (“Third-party Users”) to access specific Projects on the Platform. The Customer is responsible for managing access and ensuring that they are sending invitations to the accurate email addresses. The Customer acknowledges and agrees that they shall be fully responsible and liable for the actions and conduct of any Third-party User they have invited or permitted to participate on the Platform. The Customer acknowledges that Third-party Users are subject to and must agree to the Terms and Conditions before accessing and using the Platform. ABL assumes no liability for the actions of Third-Party Users or their utilization of information shared on the Platform.

Engagements

5.7 The Customer may schedule Engagements with an Expert provided by a Supplier on the Platform.

5.8 All Engagements must be scheduled on the Platform. The Customer may not reach out directly to an Expert or a Supplier to schedule an Engagement off platform.

5.9 The Supplier determines, at its sole discretion, the fee for Engagements offered to the Customer on the Platform. The applicable fees will be added to the Platform and clearly communicated to the Customer.

5.10 When an Engagement is completed, the Supplier will add the duration of the Engagement and mark it as complete on the Platform. The length of the completed Engagement shall be rounded up to sixty (60) minutes. The Supplier may, at its sole discretion and as agreed with the Customer in writing, offer Engagements that are shorter than sixty (60) minutes. Engagements that last shorter than fifteen (15) minutes shall not be invoiced. The length of completed Engagements that last longer than sixty (60) minutes shall be rounded up to the nearest quarter of an hour.

5.11 ABL requires a minimum of twenty-four (24) hours’ notice for the cancellation or rescheduling of an Engagement scheduled on the Platform. If the cancellation or reschedule request is not received by the Supplier on the Platform twenty-four (24) hours prior to the Engagement, ABL reserves the right to invoice the Customer the applicable fee for such Engagement (based on an Engagement duration of sixty (60) minutes).

5.12 During the duration of this Agreement, if a Customer requests additional or follow-up Engagements with an Expert, to whom the Customer was introduced by a Supplier on the Platform, that Engagement shall be scheduled within the Platform in accordance with this Agreement.

Surveys

5.13 The Customer may use the Platform to purchase Surveys, completed by Survey Respondents, from Suppliers.

5.14 The Supplier determines, at its sole discretion, the fee for Surveys offered to Customers on the Platform. The applicable fees shall be added to the Platform and clearly communicated to the Customer.

5.15 Unless otherwise agreed in writing between the Supplier and the Customer, the Supplier reserves the right to select the individuals which will receive a Survey invitation and that will be offered the opportunity to take part in a Survey.

5.16 The Customer is solely responsible for all Survey Content. Customer agrees that all Survey Content will comply with all applicable international, national, and local laws and regulations, including but not limited to laws and regulations regarding the interviewing of children. The Customer will be held solely liable for any violation of this section. The Supplier reserves the right to remove any Survey Content that violates the terms of this Agreement.

5.17 The Customer is solely responsible for ensuring that every Survey contains the proper language translations, does not contain any inappropriate or offensive language and is complete, accurate and tested. The Customer is also responsible for informing the Supplier if there are any questions included in the Survey that collect personal data.

Related Services

5.18 All Related Services sold by a Supplier to the Customer on the Platform shall be made in accordance with this Agreement.

Recording and Engagement Transcripts

5.19 ABL may, when requested by the Customer on the Platform, record all or part of any Engagement (“Recording”) and create written transcripts based on these recordings (“Engagement Transcript”). The Customer will access such Recordings and/or Engagement Transcripts in the Platform.

5.20 ABL regards the Recordings and/or Engagement Transcripts’ contents as the Customer’s confidential information. ABL does not review the Recordings and/or Engagement Transcripts and is not responsible or liable for the content or quality of a Recording and/or Engagement Transcript.

5.21 The Customer and its Users may share the Recording and/or Engagement Transcript internally with other Users in the Customer organization by making it available in the knowledge management platform within the Platform. The Customer acknowledges and agrees that ABL shall not be responsible or liable, directly, or indirectly, for any damage or loss caused by or in connection with the Customer or its Users sharing the Recording and/or Engagement Transcript in the knowledge management platform.

6. CUSTOMER UNDERTAKINGS

6.1 The Customer understands and accepts that the Expert has a contractual relationship with the Supplier, and that the Expert must immediately decline to continue participation in the Engagement if the Expert may risk being in breach of any obligation the Expert may have under contract with the Supplier.

6.2 The Customer acknowledges that, unless otherwise agreed in writing between the Parties, Engagements are conducted on a non-exclusive basis and the Supplier may refer the same Expert(s) as it has referred to the Customer to any other Customer.

6.3 The Customer acknowledges and agrees that without prior written consent from the Expert or Supplier, they shall refrain from using or referencing the Expert’s name or work title in any reports, articles or other written materials intended for public dissemination.

6.4 The Customer warrants, represents and undertakes that:

• (a) it will not initiate or participate in an Engagement with an Expert who it knows is a director, officer or employee of i) a Target or ii) a direct competitor of the Customer.

• (b) it will not request or permit an Expert to participate in any Engagement if the Customer is aware of any reason why the Engagement or the Customer’s involvement in it would or might: i) be in a breach of applicable law or regulation; ii) give rise to any likely or actual professional, regulatory or ethical conflict, or iii) be a breach of duty of confidentiality to which the Expert is bound to comply with.

• (c) it will not attempt to solicit from any Expert any i) financial, investment, legal, accountancy or medical advice; ii) confidential information, or iii) information which may be material non-public information.

• (d) if the Expert is a current employee or director of a company, the Customer will not attempt to solicit any information about that company (such as its performance, strategy, processes, operations or internal metrics), without the express written consent of the Expert and the Supplier.

7. DATA AND PERSONAL DATA

7.1 In the relationship between the Customer and ABL, the Customer will own all rights to data and other information that the Customer, including the Users, transfers or makes accessible to ABL through the Platform (including Recording and Engagement Transcripts) (“Customer Data”). ABL is entitled to use Customer Data for purposes of delivering the Platform and otherwise as reasonably necessary in connection with this Agreement, as well as to use aggregated and anonymized data from Customer Data for its own business purposes, including but not limited to (i) improvements of the Platform, (ii) expert profiling, internal research and (iii) the creation of industry insights and reports. The right applies also after the termination of the Agreement.

7.2 Within thirty (30) days after the termination of this Agreement, ABL is entitled to delete all existing copies of Customer Data permanently and securely, unless applicable laws prevent such deletion. Upon the Customer’s request within thirty (30) days after termination, ABL will return all Customer Data and existing copies thereof in a common and readable format, subject to limitations of the data export capacity of the Platform and to requirements under applicable laws regarding the retention of Customer Data. To provide such export services of Customer Data, ABL reserves the right to charge additional fees.

7.3 Personal data processing is governed by Appendix 2: Customer Data Processing Agreement.

8. WARRANTIES AND AVAILABILITY OF THE PLATFORM

8.1 The Platform is provided “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, ABL makes no representations or warranties of any kind, express or implied, regarding the suitability, reliability, availability, timeliness, security, or accuracy of the Platform. No information, whether oral or written, will create any representation or warranty not expressly made herein.

8.2 ABL may change or modify the Platform at any time, without being required to obtain the consent of the Customer or its Users.

8.3 ABL is entitled to take measures affecting the access to the Platform, if necessary for technical, maintenance or safety reasons and will strive to schedule any planned maintenance or updates of the Platform outside of normal working hours as well as to notify the Customer and/or its Users of such activities in advance.

8.4 In the event of errors or defects on the Platform, ABL will remedy such error or defect with the urgency required by the circumstances. Notwithstanding the foregoing, ABL reserves the right not to remedy such minor errors or defects that do not substantially affect the use of the Platform.

8.5 ABL always has the right to immediately suspend or restrict access to the Platform, if use of the Platform harms or risks to harm ABL, other customers, Suppliers or Users. ABL will promptly notify the Customer and/or its Users that access to the Platform has been suspended or restricted in any respect.

9. FEES AND PAYMENT TERMS

9.1 Fees and payment terms are governed by Appendix 3: Fees and Payment Terms.

10. CONFIDENTIALITY

10.1 Each Party agrees not to reveal to any third-party Confidential Information which the Party (the “Receiving Party”) obtains from the other Party (the “Disclosing Party”), or which arises during the term of this Agreement. Such confidentiality obligations shall last without limitation in time. Further, the Parties agree not to use Confidential Information for any other purpose than the fulfilment of this Agreement. For the avoidance of doubt, the Customer undertakes to, and shall ensure that other representatives or affiliates that may have access to Confidential Information undertake to, not use such Confidential Information for its/their own benefit, including but not limited to use of Confidential Information for the purpose of making investment or trading decisions.

10.2 “Confidential information” is any item of information, including the content of this Agreement, regarding the Platform, or information processed therethrough, as well as technical and commercial information and information of any other nature, regardless of whether or not such information has been documented, with the exception of

• a) information, which is generally known to the public or which becomes a matter of general knowledge in a manner other than through the Receiving Party’s breach of the provisions of this Agreement;

• b) information, which the Receiving Party can prove that it possessed before it received the information from the Disclosing Party; or

• c) information, which the Receiving Party received or will receive from a third party when the Receiving Party does not have a duty of secrecy to such party or under due process of law or regulation including an order of a court of competent jurisdiction or any regulatory or governmental body with jurisdiction over the Receiving Party.

10.3 The Receiving Party agrees to ensure that its officers, directors, employees, and consultants do not disclose Confidential Information to third parties. The Receiving Party is thus under a duty to ensure that such parties who can be expected to encounter information of a confidential nature are required to keep such information confidential to the same extent that this Agreement require the Receiving Party itself to do.

11. NON-SOLICITATION

11.1 During the duration of this Agreement, the Customer may not, outside the Platform and without the prior written approval of ABL, directly or indirectly, for its own account or the account of others, solicit, recruit, approach or in other ways engage i) the Suppliers introduced by ABL on the Platform, or ii) any of the employees of ABL. Notwithstanding the foregoing, this Section 11.1 does not apply to such active contractual relationship with Suppliers that the Customer had prior to the introduction on the Platform, provided that the Customer is able to demonstrate such prior contact with written records.

12. LEGAL RELATIONSHIP

12.1 Nothing in this Agreement will be construed to create the relationship of principal and agent, partnership, or joint venture between ABL and the Customer.

13. LIABILITY, INDEMNIFICATION AND LIMITATION OF LIABILITY

13.1 The Customer acknowledges and agrees that (i) ABL is merely acting as a middleman between the Customer and the Supplier; (ii) the Supplier shall be fully liable for the performance of the Engagements, Surveys and other Related Services in accordance with this Agreement; and (iii) ABL shall never be held responsible for any potential claims related to services provided by the Suppliers.

13.2 The Customer further acknowledges and agrees that in the event ABL receives any complaints or claims relating to the performance of the Engagements, Surveys or other Related Services, ABL is entitled to and will direct such complaints or claims directly to the Supplier.

13.3 ABL or its Suppliers do not endorse or guarantee the accuracy or reliability of any advice or information obtained through the Engagements, Surveys or other Related Services. The Customer acknowledges and agrees that ABL and the Suppliers have no responsibility or liability for any damages arising from or related to the use of the expert advice or information.

13.4 ABL’s maximum and total aggregate liability under this Agreement shall be limited to direct damages and to the total amount of fees paid by Customer for services provided by Suppliers. The Supplier's maximum aggregate liability for all claims shall be limited to the total amount of fees paid to ABL by the Customer for services provided by the Supplier under this Agreement.

13.5 ABL assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services that may be reached by following links provided on the Platform. The Customer and its Users further acknowledge and agree that ABL shall not be responsible or liable, directly, or indirectly, for any damage or loss caused by or in connection with the use of, or reliance on, any such content, goods, or services available on, or through, any such websites or services.

13.6 The Customer and its Users agree that ABL and its affiliates will not be liable to the Customer or its Users or any other third party for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, resulting from (i) the use or inability to use the Platform; (ii) the cost of getting substitute goods and services resulting from any products, data, information or services purchased or obtained or messages received or transactions entered into through or from the Platform; (iii) unauthorized access to or alteration of transmissions or data; (iv) statements or conduct of anyone in connection with the use of the Platform; or (v) any other matter relating to the Platform.

13.7 The Customer and its Users further acknowledge that ABL is not responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Platform.

13.8 The Customer’s and its Users’ use of the Platform is at their own risk and account. Through the use thereof, to the extent allowed under law, the Customer and its Users waive all rights to claim damages as result of its use, or ABL’s failure to provide the Platform in a satisfying manner.

13.9 The Customer expressly agrees to hold ABL and its affiliates harmless from any damages, controversy, or claim that may arise from any dispute between the User, the Supplier and any Expert, or Survey Respondent, other customer or other third party.

13.10 The Customer agrees to defend, indemnify, and hold ABL and its affiliates, assignees, officers, employees, and agents harmless from all liabilities, claims and expenses, including but not limited to, legal costs and attorneys’ fees, that are caused or can be related to the Customer’s or its Users’ use or misuse of the Platform as well as any violation to this Agreement.

14. LIQUIDATED DAMAGES

14.1 In case of breach of Sections 10 (Confidentiality) and/or 11 (Non-solicitation), the Customer is liable to pay liquidated damages to ABL consisting of SEK 200 000 in each individual case. ABL may however always claim larger damages upon proof that the actual injury corresponds to a greater amount than the liquidated damages in this Section 14.1. The payment of liquidated damages or other damages does not affect the rights of ABL to take other actions to a violation of Sections 10 or 11.

15. NOTICES AND LANGUAGE

15.1 Any notice, request, consent and other communication to be given by a Party under this Agreement shall be in the English language and deemed to be valid and effective if personally served, sent by e-mail or by postal mail to the registered address of the other Party. For ABL, the address is legal@inex.one.

16. FORCE MAJEURE

16.1 Neither Party will be liable for any delay or non-performance of its obligations under this Agreement to the extent that such delay or non-performance is a result of any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, war, warlike hostilities, disasters, catastrophes, epidemics, quarantines, pandemics, earthquake, fire, flood, labor conditions, power failures, and internet disturbances.

17. MISCELLANEOUS

17.1 ABL reserves the right to transfer its rights and obligations under this Agreement to a third party.

17.2 The Customer may not wholly or partly assign or pledge its rights or obligations under this Agreement, unless ABL consents thereto in writing.

17.3 Failure or delay by a Party in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other) right or remedy.

17.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be limited, modified, or severed to the minimum extent necessary to eliminate its invalidity or unenforceability in order for this Agreement to otherwise remain in full force, effect and enforceability.

Appendix 2: Customer Data Processing Agreement

1. INTRODUCTION

1.1. This Data Processing Agreement (the “DPA”) shall be seen as an appendix to the Service Agreement, and thus an integral part of the Agreement, and shall apply for the use of the Platform by a Customer. Any definitions not specified herein shall have the same definition as stated in the Agreement.

1.2 For the avoidance of doubt, the Parties acknowledge and agree that this DPA will only apply if ABL’s Processing of Personal Data on behalf of Customer is subject to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC.

1.3 If the terms concerning Processing of Personal Data of this DPA and the Agreement are in conflict, the Parties shall apply the terms of this DPA.

2. DEFINITIONS

2.1 For purposes of this DPA, the following terms shall have the respective meanings ascribed to them as follows:

“Applicable Laws” means the GDPR and laws implementing or supplementing the GDPR (including, when applicable, binding guidance, opinions and decisions published by supervisory authorities, court or other competent authority) applicable to the Processing of Personal Data under this DPA, and as amended or supplemented during the term of this DPA.

“Customer Account Data” means personal data that relates to the Customer’s relationship with ABL, including the names or contact information of individuals authorized by Customer to access Customer’s account.

“Customer Content” means personal data exchanged as a result of using the Services, such as chat messages, attachments, voice and video media, sound, transcripts and where applicable, details Customer submits to the Services.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data and repealing Directive 95/46/EC.

“Personal Data” means Personal Data (as defined in the GDPR) that ABL Processes on behalf of Customer.

“Service(s)” means the service ordered by a Customer under this Agreement and made available by ABL.

“Standard Contractual Clauses” means the standard contractual clauses that the European Commission published on 4 June 2021 concerning data transfers originating from the European Economic Area (EEA), or such approved clauses replacing or supplementing them.

“Sub-processor” means any third party (including any ABL affiliate) appointed by ABL to Process Personal Data on behalf of Customer.

2.2 As used herein; the terms “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data Breach”, “Processing”, “Processor” and “Supervisory Authority” shall have the same meaning as in the GDPR.

3. RELATIONSHIP

3.1.     Customer and ABL agree that with regard to the processing of Customer Content, Customer may act as either Controller or Processor and ABL is a Processor. ABL will process Customer Content in accordance with Customer’s instructions as set forth in this DPA.

3.2.    Customer and ABL acknowledge that, with regard to the processing of Customer Account Data, Customer is a Controller and ABL is an independent Controller, not a joint Controller with Customer. ABL will process Customer Account Data as a controller in order to (a) manage the relationship with Customer and provide customer support; (b) carry out ABL’s core business operations, such as accounting; (c) detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Service and (d) as otherwise permitted under Applicable Laws, and in accordance with this DPA, the Agreement and the ABL Privacy Policy.

4. PROCESSING OF PERSONAL DATA

4.1 ABL undertakes to Process Personal Data received under the Agreement in accordance with documented instructions from Customer, and only for the purposes set forth in the Agreement.

4.2 ABL shall comply with all Applicable Laws when Processing Personal Data on behalf of Customer.

4.3 ABL shall notify Customer if any conflict with Applicable Laws is detected in the instructions from Customer and in such a case, ABL may immediately decline and stop applying the instructions from Customer. However, ABL shall not be obliged to verify whether any instruction given by Customer complies with Applicable Laws, as Customer is responsible for such compliance verification of its instructions. If ABL, in its opinion, lacks the necessary instructions in order to fulfil this DPA ABL shall, without undue delay, notify Customer thereof and wait for new correct instructions. ABL has the right to, without liability, cease the Processing during the time ABL awaits the new correct instructions.

4.4 Customer is responsible for complying with its obligations as data Controller under Applicable Laws, for example having obtained the necessary consents for the Processing of Personal Data under this Agreement, informing the Data Subjects and ensuring that the Personal Data delivered to ABL is accurate and up to date.

5. DETAILS OF THE PROCESSING

5.1 Subject Matter of the Personal Data Processing: ABL will process Personal Data pursuant to the Agreement and the service description set out therein and in accordance with documented instructions from Customer.

5.2 Duration of the Personal Data Processing: ABL will process the Personal Data for the entire duration of the Agreement and for a limited time thereafter pursuant to this DPA or longer if necessary in order to fulfil any legal obligations to store or otherwise process all or part of the Personal Data.

5.3 Nature and Purpose of the Personal Data Processing: ABL will process Personal Data for the purposes of providing the Service to Customer in accordance with the Agreement and any applicable order document, and otherwise only in accordance with documented instructions from Customer.

5.4 Categories of Personal Data: ABL will process Personal Data provided by Customer to the Service which may include, but is not limited to, the following categories of Personal Data:

• i) user account details, such as name, email-address, postal address and phone number;

• ii) employment information/career history, such as position/job-title, job-assignments and job location; and

• iii) other Personal Data, comprised in Customer Data, controlled and provided by Customer.

5.5 Categories of Data Subjects: Data Processor will process Personal Data which may include, but is not limited to, the following categories of data subjects:

• i) Authorized Users;

• ii) Customer’s employees, consultants and agents; and

• iii) Experts and Survey Respondents.

6. ABL’S OBLIGATION TO PROVIDE ASSISTANCE

6.1 ABL shall, in accordance with Customer’s written instruction in each case, assist Customer in fulfilling its legal obligations under Applicable Laws. Unless otherwise agreed, ABL is entitled to charge Customer for costs incurred by ABL in providing such assistance.

6.2 If Data Subjects, competent authorities or any other third parties request information from ABL regarding the Processing of Personal Data, ABL shall refer such request to Customer and await further instructions from Customer. ABL may not, unless otherwise agreed, in any way act on behalf of, or as a representative of, Customer and may not, without prior instructions from Customer, transfer or in any other way disclose Personal Data or any other information relating to the Processing of Personal Data to any third party. For the avoidance of doubt, ABL may transfer and disclose Personal Data to Sub-processors engaged in accordance with this DPA.

6.3 In the event ABL, according to Applicable Laws or other applicable regulation, is required to disclose Personal Data, ABL shall to the extent permitted by such Applicable Laws and regulation inform Customer thereof immediately and request confidentiality in conjunction with the disclosure of requested information

7. AUDIT

7.1 Customer or an auditor authorized by Customer (not a competitor of ABL) shall have the right to, upon thirty (30) days’ advance written notice to ABL, verify that ABL complies with this DPA.

7.2 Such review (i) must be conducted during the ABL’s regular business hours so as not to cause disruption to ABL’s business; (ii) may only be conducted by a party who is subject to a confidentiality agreement with ABL; (iii) must be performed in accordance with ABL’s security requirements, and (iv) shall be carried out in a way that does not impede the obligations of ABL or its Sub-processors with regard to third parties.

7.3 Customer shall be responsible for its own and ABL’s expenses (including internal expenses) caused by the audit, unless the audit reveals ABL’s gross negligence of its obligations under this DPA.

7.4 ABL shall allow for and contribute to inspections that the competent Supervisory Authority may require, as well as comply with any decisions of Supervisory Authority regarding measures to comply with the security requirements under Applicable Laws.

8. TRANSFER OF PERSONAL DATA AND SUB-PROCESSORS

Transfer of Personal Data

8.1 Customer acknowledges that the Service is offered and accessible worldwide. By providing Personal Data to the Service, Customer instructs and authorizes ABL to (i) disclose such Personal Data to the extent necessary for the provision of the Service and to (ii) transfer such Personal Data to any country or territory, including outside of the EU/EEA, as necessary for the provision of the Service. For the avoidance of doubt, other Customers, Suppliers or other users of the Service will not be a Sub-processor of ABL. Customer is responsible for ensuring that such disclosures and transfers are compliant with Applicable Laws.

8.2 ABL will not transfer, and will ensure that any Sub-processor does not transfer, Personal Data out of the EU/EEA, unless the transfer is based upon an adequacy decision published by the Commission, that Standard Contractual Clauses will apply to the Processing or that the Processing is otherwise allowed under Applicable Laws.

8.3 If the transfer mechanism used to comply with 8.2 would be declared invalid or illegal by the European Court of Justice, the Commission or any other competent EU institution or national court or authority, ABL shall ensure that all Processing of Personal Data outside the EU/EEA is based on another permitted transfer mechanism under Applicable Laws.

Sub-processors

8.4 ABL shall have the right to use Sub-processors for the Processing of Personal Data and shall make available to Customer the current list of Sub-processors used to provide the Services. Such Sub-processor list shall include the identities of those Sub-processors and their country of location, as well as a mechanism to subscribe to notifications of new Sub-processors used to provide the Services. Customers may find the list as well as the subscription mechanism on the Service’s webpage, currently via https://inex.one/list-of-subprocessors. Notice of a new Sub-processor is deemed given, and such notice is deemed received, upon ABL’s update of the Sub-processor list.

8.5 With respect to each Sub-processor, ABL shall: i) before the Sub-processor first Processes Personal Data carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Personal Data required by Applicable Laws and this DPA; (ii) ensure that the Sub-processor executes a written contract including terms which offer at least the same level of protection for Personal Data as those set out in this DPA and meets the requirements of Applicable Laws; (iii) upon reasonable request provide to Customer for review such copies of the agreements with Sub-processors (which may be redacted to remove confidential commercial information not relevant to the requirements of this DPA) as Customer may reasonably request from time to time; and (iv) be liable for the acts and omissions of its Sub-processors to the same extent ABL would be liable if performing the services of each Sub-processor directly under the terms of this DPA.

8.6 If ABL intends to engage a new Sub-processor that will Process Personal Data covered by this DPA or by the Agreement, ABL shall, prior to such engagement, inform Customer including full details of the Processing to be undertaken by the Sub-processor. ABL will do this through updating the Sub-Processor list on the webpage and give notice in accordance with the mechanism set out in Section 8.4.

8.7 Customer may object to ABL’s use of a new Sub-processor by notifying ABL in writing within ten (10) business days after ABL has updated the Sub-processor list. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Customer may terminate any order related to an affected Service, with respect only to those Services which cannot be provided by ABL without the use of the objected-to new Sub-processor, upon written notice without liability for such termination subject to the terms of the applicable Agreement. If Customer does not object within ten (10) days after ABL has updated the Sub-processor list, Customer shall be deemed to having accepted the use of the new Sub-processor.

8.8 In the event that opposition to a Sub-processor, in ABL’s opinion, prevents effective provision of the Service in accordance with the Agreement, ABL may terminate the Agreement without penalty or liability, with thirty (30) days’ notice.

9. INFORMATION SECURITY AND CONFIDENTIALITY

9.1 ABL shall be obligated to fulfill any legal obligations imposed on it regarding information security under Applicable Laws and shall in any case take appropriate technical and organizational measures to protect the Personal Data which is Processed.

9.2 ABL shall be obliged to ensure that only such staff and other ABL representatives that directly require access to Personal Data in order to fulfil ABL’s obligations in accordance with this DPA and the Agreement have access to such information. ABL shall ensure that such staff and other ABL representatives are bound by a confidentiality obligation concerning this information to the same extent as ABL in accordance with this DPA.

10. PERSONAL DATA BREACH NOTIFICATION

10.1 In the event of a Personal Data Breach which involves Personal Data, ABL will promptly take all necessary and appropriate corrective action to remedy the underlying causes of the Personal Data Breach and make reasonable commercial efforts to ensure that such Personal Data Breach will not recur.

10.2 In the event of a Personal Data Breach which involves Personal Data, ABL shall (i) notify Customer without undue delay and within forty-eight (48) hours after becoming aware, (ii), take any action required by Applicable Laws and/or at the reasonable request of Customer.

10.3 Customer shall be responsible for the necessary communication with and notifications to the Supervisory Authorities and the Data Subject, in accordance with Applicable Laws.

11. DELETION AND RETURN OF PERSONAL DATA

11.1 Upon termination or expiry of this DPA or the Agreement, ABL shall (in accordance with Customer’s instructions) delete or return to Customer all Personal Data that ABL Processes on behalf of Customer. This requirement shall not apply to the extent ABL is required by law to retain some or all of the data.

11.2 If a return cannot be made, ABL shall either delete all Personal Data entirely from the medium in which they are stored in such a way that they cannot be restored or ensure that Personal Data is anonymized in such a way that it is not possible to recreate or connect them to an individual.

11.3 Nothing in the Agreement (including this DPA) shall limit ABL from collecting or using data that ABL would otherwise collect and Process independently of Customer’s use of the Services.

12. LIABILITY

12.1 ABL shall indemnify and hold harmless Customer in respect of claims from data subjects, Supervisory Authorities and other third parties, in so far as the claim is caused by ABL’s breach of this DPA.

12.2 Customer shall indemnify and hold harmless ABL in respect of claims from data subjects, Supervisory Authorities and other third parties, in so far as the claim is caused by Customer; such as, but not limited to, ABL’s compliance with Customer’s instructions in accordance with the Agreement and/or this DPA, or Customer’s failure to comply with Applicable Laws.

12.3 To the fullest extent permitted by Applicable Laws, neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, data, goodwill, revenues or other intangible losses arising out of or relating to this DPA.

12.4 ABL’s aggregate liability for damages arising out of or related to this DPA will be subject to the limitations and exclusions of liability set out in the “Liability, Indemnification and Limitation of Liability” section 13 in Appendix 1: General Terms and Conditions.

12.5 Both Parties are obligated to pay only the part of the damages or administrative fine that corresponds to the liability for damage confirmed in the final decision of a Supervisory Authority or a court of law.

13. VALIDITY AND DURATION OF TERMS

13.1 This DPA is effective from the Effective Date and for as long as ABL Processes Personal Data on Customer’s behalf.

14. OTHER CONDITIONS

14.1 The Parties agree to amend and supplement the DPA to the extent required to comply with Applicable Laws, or, where necessary, in view of forthcoming case law or guidelines from Supervisory Authorities.

14.2 The provisions of the Agreement regarding governing law and venue shall be applicable also to this DPA.

Appendix 3: Fees and Payment terms

1. GENERAL

1.1 ABL will charge the Customer an annual Platform fee to give the Customer access to the Platform. The pricing for each period will depend on the license selected by the Customer and will be invoiced in advance of obtaining access to the Platform. The fee will automatically renew annually on each anniversary of the Effective Date. ABL reserves the right to adjust the pricing for any renewal period, provided that the Customer is notified of such adjustment at least 60 days prior to the renewal date. In the event of termination (governed by the Service Agreement, Section 4.1) before the end of a period, all fees paid are non-refundable.

1.2 ABL may charge the Customer a prepayment before the Customer launches its first project. The size of the prepayment is decided from time to time, and shall be communicated to the Customer in writing.

1.3 If the Client is required by applicable law to deduct or withhold any amounts, the Client shall gross up such payment so that the Service Provider receives the full amount that it would have received had no such deduction or withholding been required.

2. FEES FOR ENGAGEMENTS, SURVEYS OR RELATED SERVICES

2.1 ABL will invoice the Customer for completed Engagements, Surveys and other Related Services. The Suppliers will not charge the Customer directly with any fees.

3 INVOICING

3.1 ABL’s invoice to the Customer for Engagements will contain a breakdown of the length of each Engagement.

3.2 ABL’s invoice to the Customer for Surveys will contain the name of the Survey, and an itemized list of costs.

3.3 The Customer shall pay the invoice within twenty (20) days of receipt. ABL will deliver the invoice to the Customer via e-mail.

3.4 If the Customer fails to pay by the due date for payment, ABL shall be entitled to (without prejudice to any other right or remedy it may have);

• a) charge the Customer 12% interest and collection fees on the outstanding amount until the date when payment has been made (both dates inclusive). Such interest and collection fees shall be paid by the Customer on demand;

• b) terminate the use of the Platform; and

• c) cancel or suspend the Customer’s use of the Platform until payment is received.