Terms and Conditions

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

WAS LAST UPDATED ON 1 JULY 2026

This Master Software Subscription and Services Agreement (this “Agreement”) is effective as of 1 July 2026.

BY AND BETWEEN

Basis Expert Consulting Services BV, a company incorporated under the laws of The Netherlands, having its registered office at Mandelaplein 1, 1314CH, Almere,

The Netherlands, represented by its duly authorized signatory B. G. van der Poel (“BCS” or the “Authorised Partner”), which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns;

AND

Any customer, legal entity, organization or person that executes an Order Form referencing this Agreement, or accesses or uses the Services (“Customer”), which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns.

Licensor, BCS and Customer may each be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Licensor is engaged in the business of designing, developing, licensing, maintaining, enhancing and making available enterprise software platforms, identity governance and administration solutions, identity lifecycle management systems, access governance platforms, workflow automation tools, artificial intelligence-enabled software functionalities, cloud-based applications and related technology products, including the software platform known as “Anugal” and all associated modules, features, updates, enhancements and related software offerings;

WHEREAS, BCS is an authorized reseller, implementation, services and commercial partner of Licensor and has been authorized by Licensor to market, promote, resell, implement, deploy, configure, integrate, support, maintain, administer and otherwise facilitate the provision of the Software and related Services to customers, including acting as the primary commercial and operational interface with customers, issuing invoices, collecting payments and providing related Professional Services;

WHEREAS, Customer desires to obtain access to and use the Services for its internal business operations and related commercial purposes, together with such implementation services, support services, Professional Services and other related services as may be agreed by the Parties from time to time under applicable Order Forms, Statements of Work or other mutually executed documents; and

WHEREAS, Licensor and BCS desire to make available, and Customer desires to subscribe to, access and use, the Services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Other capitalized terms may be defined elsewhere in this Agreement and shall have the meanings assigned to them in the applicable provision.

1.1. “Agreement” means this Master Software Subscription and Services Agreement, together with all Order Forms, Statements of Work, Schedules, exhibits, annexures, addenda, amendments, renewals, change requests and other documents expressly incorporated herein by reference.

1.2. “AI Features” means artificial intelligence-enabled functionalities, including machine learning capabilities, generative AI features, orchestration capabilities, automation functionalities, agentic execution capabilities, interfaces and integrations made available as part of the Services. For the avoidance of doubt, the underlying large language models (“LLMs”), foundation models and related third-party AI models required for enabling or operating such AI Features shall be separately procured, licensed, subscribed to, configured and maintained by Customer at its own cost and responsibility unless otherwise expressly agreed in writing by the Licensor or BCS.

1.3. “Authorized User” or “User” means any employee, contractor, consultant or other individual authorized by Customer to access and use the Services on Customer’s behalf in accordance with this Agreement and the applicable Order Form.

1.4. “Confidential Information” means all non-public information disclosed by or on behalf of one Party to the other Party, whether in oral, written, electronic or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including business plans, pricing, software, technical information, Customer Data and the terms of this Agreement.

1.5. “Customer Data” means all data, information, content, prompts, instructions, files, records and other materials submitted, uploaded, transmitted, stored or otherwise provided by or on behalf of Customer or its Users in connection with the Services.

1.6. “Designated System” means the Licensee’s platform, whether physical or virtual, and operating system environment, including any load-balancing, back-up, or disaster recovery systems, upon which or through which the Services are performed and/or on which the Software is operated

1.7. “Documentation” means but is not limited to, user and technical manuals and publications, including updates, which describe the purpose and scope and facilitate the use of the Software including without limitation, screen and report layouts, product information, instructions, maintenance release notes, or use guidelines made available by the Licensor/BCS electronically or otherwise.

1.8. “Effective Date” means 1 July 2026.

1.9. “Fees” means all subscription fees, implementation fees, Professional Services fees, support fees, usage-based charges and any other amounts payable by Customer to BCS under this Agreement and the applicable Order Form or SOW.

1.10. “Intellectual Property Rights” means all worldwide rights in and to patents, patent applications, inventions, copyrights, trademarks, service marks, trade names, logos, domain names, trade secrets, know-how, database rights and all other proprietary or intellectual property rights, whether registered or unregistered, and all applications, renewals, extensions and continuations thereof.

1.11. “Order Form” means any ordering document, proposal, quotation, subscription form or similar written instrument issued by or through BCS and accepted by the Customer, which references this Agreement and specifies the Software, Services, Subscription Term, Fees and other applicable commercial terms.

Where an Order Form expressly provides for the activation, subscription or use of AI Features, such AI Features shall be governed by Schedule C (Agentic AI and Orchestration System Terms), which shall apply only to the extent expressly specified in such Order Form.

1.12. “Professional Services” means implementation, deployment, configuration, customization, integration, migration, onboarding, training, consulting, managed services, maintenance, support-related services and other professional or technical services provided by BCS under this Agreement, an Order Form or a Statement of Work.

1.13. “Software” means the Licensor’s proprietary program material in machine-readable or interpreted form, and may include, where appropriate, listings of either machine code or source code and related materials, together with the updates, upgrades, new releases or versions, modifications or enhancements, hardware, processes, user interfaces, algorithms, know-how, techniques, and other tangible or intangible technical material or information, and specifications describing the features, functionality or operation, made available to Licensee as specified in the Order Form and the Project Statement of Work, by Licensor in accordance to this Agreement.

1.14. “Services” means the Software, Professional Services, hosted services, cloud services, applications, modules, APIs, integrations, connectors, dashboards, analytics tools, AI Features, Documentation, updates, upgrades, enhancements, patches, fixes and other technology-related or professional services made available under this Agreement, whether provided on a SaaS, cloud, hosted, on-premise, hybrid or other deployment basis.

1.15. “Service Effective Date” means, with respect to any particular Service or Professional Service, the date specified as the commencement, activation, subscription start, go-live or effective date for such Service in the applicable Order Form.

1.16. “Statement of Work” or “SOW” means any written statement of work, project plan or similar document executed by the Parties describing specific Professional Services, deliverables, timelines and Fees.

1.17. “Subscription Term” means the subscription term specified in the applicable Order Form, including any renewal period.

1.18. “Third-Party Services” means any software, services, applications, artificial intelligence models, hosting services, cloud infrastructure, platforms, data sources or other products or services provided by parties other than the Licensor or BCS that interoperate with, are integrated with, or are used in connection with the Services.

1.19. “Usage Data” means aggregated and anonymized technical and operational data relating to the performance, operation and use of the Services that does not identify Customer or any individual.

2. Term

2.1. Initial Subscription Term: This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Agreement. Unless otherwise expressly specified in the applicable Order Form, Customer’s subscription to the Services shall begin on the Service Effective Date and continue for the initial subscription term set forth in the applicable Order Form (the “Initial Subscription Term”).

2.2. Automatic Renewal: Unless otherwise expressly stated in the applicable Order Form, the Subscription Term shall automatically renew for successive periods equal to the immediately preceding Subscription Term, or for one (1) year if no renewal period is specified in the applicable Order Form, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Subscription Term.

2.3. Modification of Commercial Terms upon Renewal: BCS may revise Fees and pricing terms applicable to any Renewal Term by providing written notice to Customer at least thirty (30) days prior to the commencement of such Renewal Term. Continued use of the Services after commencement of the applicable Renewal Term shall constitute acceptance of such revised Fees and pricing terms.

2.4. Term of Order Forms and Statements of Work: Each Order Form and SOW shall commence on the date specified therein i.e., the Service Effective Date and shall continue for the period stated therein, unless earlier terminated in accordance with this Agreement.

2.5. Survival of Agreement: Expiration or termination of any individual Order Form or SOW shall not, by itself, terminate this Agreement unless this Agreement is terminated in accordance with its terms.

3. Grant of Rights and Access to Services

3.1. Grant of Rights: Subject to Customer's compliance with this Agreement, the Licensor, acting through and with the assistance of BCS as its authorized reseller and services partner, grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Term to access and use the Software and Services solely for Customer's internal business purposes on the Designated System(s) in accordance with this Agreement and the applicable Order Form. Customer acknowledges and agrees that BCS has been authorized by the Licensor to market, promote, resell, implement, deploy, configure, integrate, support, maintain, administer and otherwise facilitate the provision of the Software and Services and shall act as Customer's primary commercial and operational point of contact in relation thereto. Customer expressly acknowledges that the Software and Services are licensed and not sold.

3.2. The Customer may Use the Software in the manner described by the Licensor/BCS during the Subscription period. For the purpose of this License, Use shall mean and include:

3.2.1. utilization of the Software by using logon options or installing into the permanent memory of the Designated System (e.g. Hard disk, CD ROM, Pen Drive or on Cloud or other platforms) for the processing of the system instructions or statements contained in the Software;

3.2.2. copying the Software which is in machine-readable form for Use by the Customer on the Designated System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any License at any one time without prior written consent from the Licensor/BCS or as otherwise permitted by the applicable law;

3.2.3. Storing the whole or any part of the Software on the Designated System with prior consent of Licensor/BCS.

3.2.4. utilizing (but not copying) the Documentation.

3.3. Authorized Users: Customer may permit only its Authorized Users to access and use the Software and Services on Customer's behalf. Customer shall remain fully responsible and liable for all acts and omissions of its Authorized Users and shall ensure that all Authorized Users comply with this Agreement. Access credentials may not be shared except as expressly permitted by BCS. Customer shall be responsible for all actions undertaken using Customer accounts, whether authorized or unauthorized.

3.4. Scope of License: The rights granted under this Agreement are limited to:

3.4.1. the Software, Services and modules expressly identified in the applicable Order Form;

3.4.2. the subscription metrics, usage limits and technical restrictions specified in the applicable Order Form; and

3.4.3. the applicable Subscription Term and Unused subscription quantities, credits or entitlements shall expire and shall not roll over unless expressly agreed

For avoidance of doubt, the License does not extend to AI Features or Agentic AI capabilities unless expressly enabled under Schedule C.

3.5. Deployment Model: The Services may be provided on a hosted, cloud, on-premise, hybrid or other deployment basis as specified in the applicable Order Form. Customer’s rights shall be limited to the deployment model expressly authorized by BCS.

3.6. Evaluation and Trial Access: If BCS provides access to the Software and Services on a trial, proof-of-concept, beta or evaluation basis, such access shall be subject to this Agreement and any applicable proposal, Order Form or written communication issued by BCS. Such access may be modified, suspended or terminated by BCS at any time and shall automatically expire at the end of the applicable trial period or, if no trial period is specified, six (6) months from commencement.

3.7. Documentation: Customer may reproduce a reasonable number of copies of the Documentation solely for its internal use in connection with the authorized use of the Software and Services.

3.8. Reservation of Rights: All rights not expressly granted to Customer under this Agreement are reserved by the Licensor and/or BCS, as applicable. Without limiting the foregoing, all right, title and interest in and to the Software, including all associated Intellectual Property Rights, are reserved by the Licensor, and all right, title and interest in and to the Professional Services, service methodologies, implementation frameworks and related Intellectual Property Rights are reserved by BCS. All rights in AI Features and Agentic AI functionality are reserved by the Licensor and/or BCS, as applicable, and are provided only pursuant to Schedule C, if elected.

3.9. Conditional Nature of Rights: Customer’s rights under this Agreement are subject to Customer’s continued compliance with this Agreement, including timely payment of applicable Fees and compliance with all usage restrictions.

4. License Restrictions and Customer Obligations

4.1. License Restrictions: Except to the extent expressly permitted under this Agreement or required by applicable law, Customer shall not, and shall not permit any third party to:

4.1.1. copy, reproduce, modify, adapt, translate or create derivative works of the Software, Services or Documentation, except as expressly permitted under this Agreement;

4.1.2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, underlying structure, algorithms or ideas of the Software or Services;

4.1.3. sell, resell, sublicense, rent, lease, distribute, assign, transfer or otherwise make the Services available to any third party, except as expressly permitted under this Agreement;

4.1.4. use the Services to provide time-sharing, service bureau, outsourcing or similar services to third parties;

4.1.5. remove, alter or obscure any proprietary notices, trademarks, copyright notices or other legends contained in or affixed to the Software, Services or Documentation;

4.1.6. circumvent or attempt to circumvent any security mechanism, access control, technical limitation or usage restriction implemented by BCS;

4.1.7. access or use the Software or Services to develop, benchmark, train or improve any competing product or service, including any artificial intelligence model, large language model, machine learning system or similar technology, except where such activity relates solely to Customer’s own independently selected AI Models used in accordance with Schedule C (if applicable);

4.1.8. use the Services in any manner that violates applicable law or infringes the rights of any third party;

4.1.9. upload, transmit or otherwise introduce into the Services any malicious code, viruses or other harmful components;

4.1.10. use the Services in excess of the subscription metrics, usage limits or technical restrictions specified in the applicable Order Form; or

4.1.11. use the Services for any purpose other than Customer’s internal business purposes, excluding any AI Features which are governed separately under Schedule C and only if enabled by Customer.

4.2. Customer Responsibilities: Customer shall:

4.2.1. be responsible for all activities conducted through its and its Authorized Users' access to the Software and Services;

4.2.2. use the Software and Services in accordance with this Agreement, the applicable Order Form and applicable law;

4.2.3. maintain the confidentiality and security of all access credentials and promptly notify BCS of any unauthorized access to or use of the Software or Services;

4.2.4. provide all reasonable cooperation, information, assistance, access, permissions and resources required for BCS to perform the Software-related services, Services and Professional Services contemplated under this Agreement;

4.2.5. be solely responsible for the accuracy, legality and integrity of Customer Data and all inputs submitted to the Software or Services, including AI-related prompts, instructions and inputs.

4.3. Responsibility for Third-Party Services: Customer is solely responsible for the selection, configuration, licensing and use of any Third-Party Services, including third-party artificial intelligence models, large language models, cloud services and external integrations. Except to the extent directly caused by BCS's failure to implement the relevant integration within the Software or Services, neither BCS nor the Licensor shall be responsible for the availability, functionality, security, legality, reliability, accuracy, performance, outputs or consequences arising from such Third-Party Services.

4.4. Cooperation and Access: Customer shall provide BCS with timely access to personnel, systems, information and materials reasonably necessary for BCS to perform its obligations under this Agreement. BCS shall not be responsible for any delay or failure caused by Customer’s failure to provide such cooperation or access.

5. Professional Services

5.1. Provision of Professional Services: BCS may provide Professional Services to Customer as described in the applicable SOW, Order Form or other written agreement between the Parties. Such Professional Services may include implementation, deployment, installation, configuration, customization, integration, migration, onboarding, training, consulting, managed services, support services, maintenance services and other related professional, technical or advisory services in relation to the Software and Services.

5.2. Statements of Work: Each Professional Services engagement shall be described in a SOW, Order Form or other written document setting forth, as applicable, the scope of services, deliverables, assumptions, dependencies, responsibilities of the Parties, timelines, milestones, acceptance criteria and Fees. In the event of any conflict between a SOW and this Agreement, the terms of this Agreement shall prevail unless the applicable SOW expressly states that a specific provision thereof is intended to override this Agreement.

5.3. Customer Cooperation: Customer shall provide BCS with all reasonable cooperation, information, documentation, personnel, access, permissions, approvals, technical resources and assistance required for the performance of the Professional Services. Customer shall ensure that all information, instructions, specifications and materials provided to BCS are complete and accurate in all material respects. Customer acknowledges that the timely performance of the Professional Services may be dependent upon Customer's cooperation, decisions, approvals, access, resources and fulfilment of its responsibilities under this Agreement, the applicable Order Form and any SOW. BCS shall not be responsible for any delay, deficiency, failure or additional effort arising from Customer's failure to provide the required cooperation, access, information, approvals, resources or assistance in a timely manner.

5.4. Delays: BCS shall not be responsible for any delay or failure resulting from Customer’s failure to provide the required cooperation, information or access.

5.5. Work Product Ownership: Unless otherwise expressly agreed in writing, all Intellectual Property Rights in the Services, Professional Services, Documentation and all related materials developed or provided by BCS shall remain the sole and exclusive property of BCS or its licensors.

5.6. Independent Contractor: BCS shall perform the Professional Services as an independent contractor. Nothing in this Agreement shall create any employment, partnership, agency or joint venture relationship between the Parties.

5.7. Expenses: Unless otherwise agreed in the applicable Order Form or SOW, Customer shall reimburse BCS for all reasonable out-of-pocket expenses incurred in connection with the Professional Services.

6. Fees and Payment

6.1. Customer shall pay to BCS all Fees specified in the applicable Order Form, Statement of Work (“SOW”) or other applicable ordering document in accordance with this Agreement. For the avoidance of doubt, BCS shall be the sole commercial and invoicing entity under this Agreement and shall raise invoices for: (a) subscription fees relating to the Software and Services licensed or provided by the Licensor; and (b) all Professional Services, implementation services, support services and other services provided by BCS. Customer shall make all payments solely to BCS in accordance with the payment terms set forth under this Agreement and the applicable Order Form or SOW. Unless otherwise expressly stated in writing, all Fees charged under this Agreement are non-cancellable and non-refundable.

6.2. Invoicing and Payment: Unless otherwise specified in the applicable Order Form or SOW, Fees shall be invoiced in advance and undisputed invoices shall be payable within thirty (30) days from the date of invoice without deduction, withholding or set-off. In the event Customer disputes any invoice issued by BCS, Customer shall notify BCS in writing within three (3) Business Days from receipt of such invoice, specifying the basis of the dispute in reasonable detail. If Customer fails to provide such notice within the foregoing period, the invoice shall be deemed accepted by Customer.

6.3. Purchase Orders: Any purchase order or similar document issued by Customer in connection with the Services shall be for administrative and billing purposes only. Any terms or conditions contained in such purchase order that are inconsistent with, additional to, or different from the terms of this Agreement, any Order Form or any SOW shall be null and void and of no force or effect, irrespective of any acceptance, acknowledgement or processing thereof by BCS. In the event of any conflict, the terms of this Agreement, the applicable Order Form and the applicable SOW shall prevail.

6.4. Late Payments: Without prejudice to any other rights or remedies available to BCS under this Agreement or applicable law, BCS shall be entitled to charge interest on any overdue amount from the due date until the date of actual payment at the maximum rate permitted under applicable law. Customer shall reimburse BCS for all reasonable costs and expenses actually incurred in recovering overdue amounts, including reasonable legal fees, court costs and collection expenses.

6.5. Suspension Rights: In addition to any other rights or remedies available under this Agreement, BCS may, acting on its own behalf and/or on behalf of the Licensor where applicable, suspend or restrict access to the Software, Services or Professional Services, in whole or in part, if:

6.5.1. Customer materially breaches this Agreement, Order Form or SOW;

6.5.2. Customer’s use of the Services poses a security, legal or operational risk to BCS, the Services or any third party;

6.5.3. Fees remain overdue in accordance with Clause 6.4; or

6.5.4. suspension is required to comply with applicable law or a governmental request.

6.6. Currency: All Fees shall be invoiced and payable in the currency specified in the applicable Order Form.

7. Support and Maintenance

7.1. Maintenance and Support:

During the applicable Subscription Term, and subject to Customer's compliance with this Agreement, BCS shall provide such support and maintenance services for the Software and Services as are expressly specified in the applicable Order Form, SOW or support plan agreed between the Parties. Such support and maintenance services may include technical assistance, issue diagnosis, bug fixes, patches, updates, upgrades, maintenance releases, troubleshooting assistance and reasonable remote support, in each case as determined by BCS in accordance with its standard support policies and fair usage practices. Unless otherwise expressly agreed in writing, support services shall be provided only during BCS's standard business hours and shall exclude onsite support, custom development, configuration changes, enhancement requests, infrastructure management, third-party systems, excessive support requests or services outside the agreed scope. Any maintenance, enhancement, modification, customization, migration, optimization, reconfiguration, integration, upgrade assistance or other technical or operational services requested by Customer beyond the agreed support scope shall be treated as Professional Services and shall be separately chargeable at BCS’s then applicable rates, subject to a mutually agreed SOW or Order Form. In the event Customer does not opt for such Professional Services from BCS, Customer shall be solely responsible for carrying out and managing such maintenance or related activities at its own cost and responsibility. BCS may modify its support processes, support tools and maintenance practices from time to time, provided that such modifications do not materially reduce the overall level of support services contracted by Customer.

7.2. Scope of Support: Support and maintenance services may include technical assistance, issue diagnosis, bug fixes, patches and access to Documentation, as determined by BCS in accordance with its standard support practices.

7.3. Exclusions from Support: BCS shall have no obligation to provide support, maintenance or remediation for issues arising from:

7.3.1. Customer’s misuse of the Services;

7.3.2. unauthorized modifications not made by or on behalf of BCS;

7.3.3. Customer’s systems, hardware, networks or internet connectivity;

7.3.4. Third-Party Services, including third-party artificial intelligence models or related outputs;

7.3.5. use of the Services other than in accordance with this Agreement or the Documentation; or

7.3.6. beta, preview, trial or evaluation features, unless otherwise expressly stated by BCS.

7.4. Emergency Maintenance: BCS may perform emergency maintenance reasonably necessary to protect the integrity, security or availability of the Software or Services. Where reasonably practicable, BCS shall use reasonable efforts to provide prior notice.

7.5. No Guarantee of Uninterrupted Operation: BCS does not warrant that the Software or Services will be uninterrupted, error-free or available at all times.

8. Intellectual Property Rights

8.1. Ownership of Licensor Intellectual Property: The Licensor retain and shall exclusively own all right, title and interest, including all Intellectual Property Rights, in and to the Software, Documentation relating to the Software, software modules, source code, object code, APIs, integrations, connectors, interfaces, workflows, automation capabilities, AI Features, updates, upgrades, enhancements, modifications, derivative works and all related technology, materials and intellectual property made available by or on behalf of the Licensor under this Agreement. Except for the limited rights expressly granted to Customer under this Agreement, no right, title, ownership or Intellectual Property Rights in or to the foregoing are transferred, assigned or licensed to Customer, whether by implication, estoppel or otherwise.

8.2. Ownership of BCS Intellectual Property: BCS retains and shall exclusively own all right, title and interest, including all Intellectual Property Rights, in and to the Professional Services, service methodologies, implementation frameworks, deployment methodologies, configurations, templates, documentation created by BCS, training materials, know-how, processes, tools, deliverables and other materials developed, created or provided by BCS in connection with this Agreement. Except for the limited rights expressly granted to Customer under this Agreement, no right, title, ownership or Intellectual Property Rights in or to the foregoing are transferred, assigned or licensed to Customer, whether by implication, estoppel or otherwise.

8.3. No Transfer of Ownership: Except for the limited rights expressly granted to Customer under this Agreement, no right, title, ownership, license or interest in or to any Intellectual Property Rights of the Licensor, BCS, their respective Affiliates, licensors, subcontractors, service providers or technology partners is transferred, assigned, conveyed or granted to Customer, whether expressly, impliedly, by estoppel, exhaustion, operation of law or otherwise. Customer acknowledges and agrees that the Software, Services, Professional Services, Documentation, AI Features, workflows, orchestration systems, automation structures, APIs, connectors, interfaces, configurations, methodologies, deliverables, derivative works and all related technology and materials constitute valuable proprietary information and intellectual property of the Licensor and/or BCS, as applicable. Customer shall not acquire any ownership or proprietary rights in any of the foregoing by virtue of its access to, use of or payment for the Software, Services or Professional Services.

8.4. Customer Intellectual Property: As between the Parties, Customer shall retain all right, title and interest, including all Intellectual Property Rights, in and to Customer Data. Except for the limited rights expressly granted under this Agreement, nothing contained herein shall transfer to BCS or the Licensor any ownership rights in Customer Data. Customer hereby grants BCS, the Licensor, their respective Affiliates, subcontractors, hosting providers and technology partners a limited, non-exclusive, worldwide, royalty-free right to host, access, use, process, store, reproduce, transmit, modify, display and otherwise handle Customer Data solely to the extent necessary to provide, operate, support, maintain, secure, improve and perform the Software, Services and Professional Services under this Agreement. Customer represents and warrants that it has obtained and shall maintain all rights, consents, permissions and legal bases necessary for the collection, processing, transfer and use of Customer Data as contemplated under this Agreement.

8.5. Usage Data: BCS and the Licensor may collect, generate, use, process, analyze, store, reproduce and exploit Usage Data for their respective legitimate business purposes, including analytics, benchmarking, monitoring, auditing, service improvement, troubleshooting, diagnostics, maintenance, support, research, testing, security, fraud prevention, capacity planning, product development, enhancement of the Software, Services, AI Features, machine learning capabilities, automation workflows and other technology offerings, provided that such Usage Data is aggregated, anonymized and de-identified in a manner that does not identify Customer, any Authorized User or any individual. Customer acknowledges and agrees that Usage Data shall not constitute Customer Data and that the Licensor and BCS shall each be entitled to use such Usage Data for the foregoing purposes. Nothing in this Clause shall permit the disclosure of Customer Confidential Information or personally identifiable information except as permitted under this Agreement and applicable law.

8.6. Third-Party Components: Except as expressly provided in this Agreement or otherwise agreed in writing, nothing in this Agreement grants Customer any right to use the trademarks, logos, trade names, service marks or other brand identifiers of the Licensor or BCS, nor grants the Licensor or BCS any right to use Customer's trademarks, logos, trade names, service marks or other brand identifiers. Any permitted use shall inure solely to the benefit of the applicable owner and shall be subject to such owner's trademark usage requirements and instructions.

8.7. Trademark Rights: Nothing in this Agreement grants either Party any right to use the other Party’s trademarks, logos or other brand identifiers except as expressly permitted under this Agreement or with the prior written consent of the applicable owner.

8.8. Publicity: Unless otherwise expressly prohibited in the applicable Order Form or agreed in writing by Customer, BCS may identify Customer as a customer of BCS and may use Customer's name, trade name, trademark and logo in customer lists, sales materials, proposals, presentations, case studies and marketing materials, provided that such use is factual, accurate and in accordance with Customer's reasonable trademark usage guidelines made available to BCS in writing.

9. Customer Data and Security and Server Access

9.1. Limited Rights to Use Customer Data: Customer grants BCS, the Licensor and their respective Affiliates, subcontractors, hosting providers, technology partners and authorized personnel a limited, non-exclusive right to access, use, process, store, transmit and otherwise handle Customer Data solely to the extent necessary to provide, operate, host, maintain, support, secure and perform the Software, Services and Professional Services and to comply with applicable legal and regulatory obligations.

9.2. Customer Responsibility: Customer is solely responsible for:

9.2.1. the accuracy, legality and reliability of Customer Data;

9.2.2. obtaining all rights and consents necessary for BCS to access and use Customer Data as contemplated under this Agreement;

9.2.3. the content of all prompts, instructions and data submitted to the Services; and

9.2.4. compliance with applicable laws relating to Customer Data.

9.3. Security Measures: BCS and the Licensor shall implement and maintain commercially reasonable administrative, technical and organizational safeguards designed to protect Customer Data within their respective possession or control against unauthorized access, use, disclosure, alteration and destruction.

9.4. Security Incidents: BCS/Licensor shall notify Customer without undue delay after becoming aware of a confirmed Security Incident involving Customer Data within the possession or control of BCS or the Licensor and shall provide reasonably available information regarding the nature of the Security Incident and the corrective actions being taken by BCS and/or the Licensor, as applicable.

9.5. Data Backup: Unless otherwise specified in the applicable Order Form or SOW, Customer is responsible for maintaining appropriate backup copies of Customer Data.

9.6. Data Location and Transfers: Customer authorizes BCS, the Licensor and their respective Affiliates, subcontractors, hosting providers, technology partners and service providers to access, process, store and transfer Customer Data as reasonably necessary to provide, operate, maintain, support and perform the Software, Services and Professional Services, subject to applicable law.

9.7. Subcontractors: BCS and the Licensor may engage Affiliates, subcontractors, hosting providers, cloud service providers, technology partners and other third-party service providers in connection with the provision, operation, hosting, maintenance, support and performance of the Software, Services and Professional Services. BCS shall remain responsible to Customer for the performance of its subcontractors to the same extent as if such obligations were performed directly by BCS, and the Licensor shall remain responsible for the performance of its subcontractors to the same extent as if such obligations were performed directly by the Licensor.

9.8. Data Retention and Deletion: Upon expiration or termination of this Agreement, BCS and the Licensor may retain, archive, delete or render inaccessible Customer Data in accordance with their respective standard retention practices, subject to applicable law and any applicable Order Form or SOW.

9.9. Third-Party Services and AI Models: Customer acknowledges that Customer Data and other information submitted through the Software or Services may be processed by Third-Party Services, including third-party artificial intelligence models, cloud providers, hosting providers and external systems selected, configured or used by Customer. Except to the extent directly caused by BCS's failure to implement the relevant integration within the Software or Services, neither BCS nor the Licensor shall be responsible for the processing, storage, security, availability, use or disclosure of such data by third-party providers.

9.10. Access to Server: Customer shall provide BCS, the Licensor and their respective authorized personnel, contractors, subcontractors and technology partners with such remote and/or onsite access to Customer’s servers, systems, cloud environment, network infrastructure, applications, databases, interfaces, APIs, security configurations and related technical environment as may be reasonably necessary for the installation, configuration, deployment, integration, testing, operation, maintenance, support, monitoring, troubleshooting, updating and performance of the Software, Services and Professional Services. Customer shall ensure that all necessary permissions, credentials, approvals, connectivity, infrastructure access and technical cooperation required for such access are provided in a timely manner. BCS and the Licensor shall use such access solely for purposes of performing their respective obligations under this Agreement and in accordance with Customer’s reasonable security policies notified in writing in advance. Customer acknowledges and agrees that any delay, restriction, denial or failure in providing the required access, permissions or cooperation may impact BCS’s and/or the Licensor’s ability to perform the Software, Services or Professional Services, and neither BCS nor the Licensor shall be responsible for any resulting delay, deficiency, downtime, failure or non-performance arising therefrom.

10. Confidentiality

10.1. Confidentiality Obligations: Each Party shall: (a) protect the other Party’s Confidential Information using at least reasonable care; (b) use such Confidential Information solely for purposes of this Agreement; and (c) not disclose such Confidential Information to any third party except as permitted under this Agreement.

10.2. Permitted Recipients: A Party may disclose Confidential Information to its employees, contractors, advisers and service providers who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein. Each Party shall remain responsible for any breach of this Clause by such persons.

10.3. Exclusions: Confidential Information shall not include information that:

10.3.1. is or becomes publicly available through no breach of this Agreement;

10.3.2. was lawfully known to the Receiving Party prior to disclosure;

10.3.3. is lawfully received from a third party without restriction on disclosure; or

10.3.4. is independently developed without use of the other Party’s Confidential Information.

10.4. Compelled Disclosure: A Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or governmental authority, provided that, where legally permitted, such Party shall give prompt notice to the other Party and reasonably cooperate, at the other Party’s expense, in seeking protective treatment for such Confidential Information.

10.5. Confidentiality of Agreement Terms: The existence of this Agreement and its commercial, technical, operational and legal terms shall constitute the Confidential Information of all Parties and shall not be disclosed by any Party except as permitted under this Agreement or required by applicable law.

10.6. Return or Destruction: Upon expiration or termination of this Agreement, each Party shall, upon written request, return or destroy the other Party’s Confidential Information, except to the extent retention is required by applicable law or reasonable internal record-retention practices.

10.7. Equitable Relief: Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and the affected Party may seek injunctive or equitable relief in addition to any other remedies available under applicable law.

10.8. Duration of Obligations: The obligations under this Clause 10 shall continue during the term of this Agreement and for five (5) years thereafter, except with respect to trade secrets/ source codes, which shall remain protected in perpetuity.

11. Representations and Warranties

11.1. Mutual Warranties: Each Party represents and warrants that:

11.1.1. it has the full right, power and authority to enter into and perform this Agreement; and

11.1.2. this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

11.2. Performance Warranty: Subject to this Agreement:

11.2.1. Licensor warrants that, during the applicable Subscription Term, the Software will perform in all material respects in accordance with the applicable Documentation when used in accordance with this Agreement and the Documentation; and

11.2.2. BCS warrants that the Services and Professional Services shall be performed in a professional and workmanlike manner and in accordance with this Agreement and the applicable Order Form or SOW.

11.3. Exclusive Warranty Remedy: Customer's sole and exclusive remedy for any breach of Clause 11.2 shall be, at the option of the Licensor and/or BCS, as applicable: (a) repair, replace or correct the affected Software, Services or Professional Services; (b) re-perform the affected Services or Professional Services; or (c) terminate the affected Software, Services or Professional Services and refund any prepaid Fees attributable to the affected portion.

11.4. Customer Warranties: Customer represents and warrants that:

11.4.1. it has obtained all rights and consents necessary for Customer Data and Customer’s use of the Services;

11.4.2. Customer Data and Customer’s use of the Services will not violate applicable law or infringe any third-party rights; and

11.4.3. Customer and its Users will independently review and validate outputs generated through the Services, before relying upon them.

11.5. Third-Party Models: Customer acknowledges that Third-Party Services, including artificial intelligence models, large language models, cloud services and other third-party technologies, may produce outputs that are inaccurate, incomplete, unsuitable, biased, unavailable or otherwise inconsistent with Customer's intended purposes. Customer is solely responsible for reviewing, validating and evaluating such outputs and for any decisions, actions or omissions based thereon. Except to the extent directly caused by BCS's failure to implement the relevant integration within the Software or Services, neither the Licensor nor BCS shall be responsible for any Third-Party Services or any outputs, recommendations, actions or results generated thereby.

11.6. Warranty Exclusions: The warranties under Clause 11.2 shall not apply to issues arising from:

11.6.1. misuse or unauthorized use of the Services;

11.6.2. modifications not made by or on behalf of BCS;

11.6.3. Customer Data or Customer systems or infrastructure;

11.6.4. Third-Party Services, including third-party artificial intelligence models; or

11.6.5. use of the Services contrary to this Agreement or the Documentation.

11.7. Disclaimer of Warranties: Except for the express warranties set forth in this Agreement, the Software, Services, Documentation, Professional Services, AI Features and related materials are provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, the Licensor and BCS disclaim all other warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, reliability or uninterrupted operation.

11.8. No Reliance: Customer acknowledges that it has not relied upon any representation or warranty not expressly set forth in this Agreement.

12. Indemnification

12.1. Indemnification by Licensor: Subject to the terms, conditions, limitations and exclusions set forth in this Agreement, including the limitations of liability under Clause 13, the Licensor shall defend Customer against any third-party claim alleging that the unmodified Software or Documentation, when used by Customer strictly in accordance with this Agreement, the applicable Documentation and the applicable Order Form, directly infringes any valid Intellectual Property Rights of such third party, and the Licensor shall pay any damages finally awarded by a court of competent jurisdiction or agreed under a settlement approved in writing by the Licensor, arising from such claim.

12.2. Exclusions from Indemnity: The Licensor shall have no obligation under Clause 12.1 to the extent any claim arises from:

12.2.1. Customer's misuse or unauthorized use of the Software, Services or Documentation;

12.2.2. modifications to the Software, Services or Documentation not made by or on behalf of the Licensor or BCS;

12.2.3. the combination, operation or use of the Software or Services with Third-Party Services, software, hardware, data or other materials not provided, approved or authorized by the Licensor or BCS;

12.2.4. Customer Data, materials, content, prompts, instructions or information provided by or on behalf of Customer;

12.2.5. use of the Software, Services or Documentation contrary to this Agreement, the Documentation or the Licensor's or BCS's written instructions; or

12.2.6. continued use of the allegedly infringing Software or Documentation after Customer has been notified of, or provided with, a modification, replacement or workaround intended to avoid the alleged infringement.

12.2.7. open-source software components, third-party software or third-party AI technologies incorporated into or interoperating with the Services, to the extent the claim arises from such components or technologies; or

12.3. Remedies for Infringement Claims: If the Software or Documentation becomes, or in the Licensor's reasonable opinion is likely to become, the subject of a claim described in Clause 12.1, the Licensor may, at its option and expense:

12.3.1. procure for Customer the right to continue using the affected Software or Documentation;

12.3.2. modify or replace the affected Software or Documentation so that it becomes non-infringing without materially reducing its functionality; or

12.3.3. terminate Customer's rights to use the affected Software or Documentation and refund the pro rata portion of any prepaid Subscription Fees attributable to the affected Software for the remainder of the applicable Subscription Term following the effective date of termination.

12.4. Exclusive Remedy: This clause 12 states customer's sole and exclusive remedies, and the licensor's, BCS's and their respective affiliates', licensors', subcontractors' and technology partners' entire liability, for any claims that the software, documentation, services or their use infringe, misappropriate or otherwise violate any intellectual property rights or other proprietary rights of any third party.

12.5. Indemnification by Customer: Customer shall defend, indemnify and hold harmless the Licensor, BCS and their respective Affiliates, licensors, subcontractors, technology partners, directors, officers, employees, representatives and agents from and against any third-party claims, actions, proceedings, damages, losses, liabilities, penalties, fines, costs and expenses (including legal fees and expenses actually incurred) arising out of or relating to:

12.5.1. Customer Data or any materials, content, information, prompts, instructions or inputs provided by or on behalf of Customer;

12.5.2. Customer's or any Authorized User's access to or use of the Software, Services or Professional Services in breach of this Agreement, applicable law or third-party rights;

12.5.3. Customer's breach of any representation, warranty, covenant or obligation under this Agreement;

12.5.4. Customer's violation of any applicable law, regulation or industry requirement;

12.5.5. Customer's selection, configuration, use or reliance upon any Third-Party Services, including third-party artificial intelligence models, cloud services, integrations or external systems; or

12.5.6. any allegation that Customer Data, materials, content, prompts, instructions, inputs or other information provided by or on behalf of Customer infringes, misappropriates or otherwise violates any Intellectual Property Rights, privacy rights, publicity rights, confidentiality obligations or other rights of any third party.

12.6. Indemnification Procedure: The indemnification obligations under this Clause 12 are conditioned upon the indemnified Party:

12.6.1. providing prompt written notice of the applicable claim;

12.6.2. granting the indemnifying Party control over the defence and settlement of the claim, provided that no settlement imposing liability or material obligations on the indemnified Party may be entered into without its prior written consent; and

12.6.3. providing reasonable cooperation at the indemnifying Party’s expense.

13. Limitation of Liability

13.1. Exclusion of Damages: To the maximum extent permitted by applicable law, neither the Licensor, BCS nor Customer shall be liable to any other Party for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, revenue, business, goodwill, data or anticipated savings, arising out of or relating to this Agreement, even if advised of the possibility of such damages. Without limiting the foregoing, neither the Licensor nor BCS shall be liable for any loss, damage, cost or expense arising from cyberattacks, malware, ransomware, unauthorized access, security incidents, vulnerabilities, software defects, bugs, exploits, service interruptions or other unforeseen technological events, except to the extent resulting from their gross negligence or wilful misconduct.

13.1A. Unforeseen Risks, Cyber Events and Unknown Software Defects: Customer acknowledges that enterprise software, cloud services, integrations, AI-enabled workflows and third-party systems may be exposed to inherent and evolving technological risks, including cyberattacks, malware, ransomware, unauthorized access, zero-day vulnerabilities, unknown software defects, latent bugs, configuration issues, service interruptions, third-party failures and other unforeseen events. BCS and the Licensor shall use commercially reasonable efforts to remediate reproducible and known defects in accordance with the agreed support terms. However, neither BCS nor the Licensor shall be liable for any loss, damage, claim, cost, business interruption, data loss, security incident, unauthorized access, system failure, output error or operational impact arising from unknown defects, latent bugs, zero-day vulnerabilities, cyber events, third-party services, customer environments or other unforeseen technological risks, except to the extent directly caused by the proven gross negligence or wilful misconduct of BCS or the Licensor.

13.2. General Liability Cap: Notwithstanding anything else mentioned under this Agreement, the aggregate cumulative liability of the Licensor, BCS and their respective Affiliates, licensors, subcontractors, technology partners and service providers arising out of or relating to this Agreement, all Order Forms and all Statements of Work, whether in contract, tort (including negligence), strict liability, statute or otherwise, shall not exceed the total Fees actually paid by Customer under the specific Order Form giving rise to the claim during the twelve (12) month period immediately preceding the first event giving rise to the claim..

13.3. Allocation of Risk: The Parties acknowledge and agree that the Fees and other charges payable under this Agreement reflect the allocation of risk set forth in this Clause 13, and that neither the Licensor nor BCS would enter into this Agreement or provide the Software, Services or Professional Services without the limitations and exclusions of liability contained herein.

13.4. Multiple Claims: Multiple claims, actions or causes of action arising out of the same event, series of related events or substantially similar circumstances shall not enlarge the liability cap set forth in Clause 13.2.

13.5. Third-Party Services: Without limiting the generality of the foregoing, and except to the extent directly caused by BCS's failure to properly implement the relevant integration within the Software or Services, neither the Licensor nor BCS shall have any liability whatsoever arising from or relating to:

13.5.1. the availability, performance, legality, security, accuracy, reliability or outputs of any Third-Party Services; or

13.5.2. Customer's or any User's reliance upon any outputs, recommendations or results generated through the Software, Services or Third-Party Services.

14. Suspension and Termination

14.1. Suspension Rights: Without limiting any other rights or remedies available to BCS or the Licensor, BCS may suspend Customer’s and any User’s access to or use of all or any part of the Software or Services immediately upon written notice, or without prior notice where reasonably necessary, if:

14.1.1. Customer fails to pay any undisputed amount when due and such failure continues beyond any applicable cure period;

14.1.2. Customer or any User breaches this Agreement, the applicable Order Form, the Documentation or any applicable law;

14.1.3. Customer’s or any User’s use of the Software or Services poses a security risk, may adversely affect the Software, Services or the systems of BCS, the Licensor or any third party, may expose BCS, the Licensor or any third party to liability, or may otherwise interfere with the use of the Software or Services by other customers;

14.1.4. BCS reasonably believes that Customer or any User is engaged in fraudulent, unlawful or unauthorized activities;

14.1.5. any Third-Party Services become unavailable or cease to support the relevant functionality required for the provision of the Software or Services;

14.1.6. continued provision of the Software or Services would violate applicable law, court order or governmental directive;

14.1.7. suspension is otherwise reasonably necessary to protect the security, integrity, availability or lawful operation of the Software or Services; or

14.1.8. suspension is required due to excessive, abnormal or abusive usage of the Software or Services beyond the limits prescribed under this Agreement, the applicable Order Form or SOW.

14.2. Notice and Restoration: Where practicable, BCS shall use commercially reasonable efforts to provide prior notice of any suspension. BCS shall restore access to the Software or Services after the underlying cause of the suspension has been remedied to the reasonable satisfaction of BCS and/or the Licensor, as applicable.

14.3. No Liability for Suspension: Neither the Licensor nor BCS shall have any liability for any loss, damage, cost or expense arising from any suspension implemented in accordance with this Agreement.

14.4. Fees During Suspension: Suspension of the Services shall not relieve Customer of its obligation to pay all Fees and other amounts due under this Agreement.

14.5. Termination for Cause: Any Party may terminate this Agreement, or any affected Order Form or SOW, upon written notice if another Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

14.6. Termination for Insolvency: Any Party may terminate this Agreement immediately upon written notice if another Party:

14.6.1. becomes insolvent or admits in writing its inability to pay its debts as they become due;

14.6.2. makes a general assignment for the benefit of creditors;

14.6.3. files or has filed against it a petition in bankruptcy, liquidation, reorganization or similar proceeding that is not dismissed within sixty (60) days; or

14.6.4. has a receiver, trustee, administrator or similar officer appointed over all or a substantial part of its assets.

14.7. Termination for Legal or Regulatory Reasons: BCS may terminate this Agreement or any affected Order Form immediately upon written notice if BCS or the Licensor determines, in its reasonable discretion, that the continued provision of the Software or Services would violate applicable law, binding regulatory requirements, contractual obligations owed to third parties, or governmental directives.

14.8. Termination of Individual Order Forms: Termination or expiration of any individual Order Form or SOW shall not, by itself, terminate this Agreement or any other Order Form or SOW then in effect, unless expressly stated otherwise.

14.9. No Convenience Termination: Except as expressly provided in the applicable Order Form or otherwise agreed in writing by the Licensor and/or BCS, Customer shall not have any right to terminate this Agreement, any Order Form or any SOW for convenience prior to the expiration of the then-current Subscription Term. However, if the Customer terminates this Agreement unilaterally in breach of this Clause, the Customer shall be liable to compensate BCS for such breach, in addition to any Fees and other amounts payable pursuant to Clause 15.2.

14.10. Survival of Accrued Rights: Expiration or termination of this Agreement shall not affect any rights, remedies, obligations or liabilities that accrued prior to the effective date of such expiration or termination.

14.11. Effect of Termination: The consequences of expiration or termination are set forth in Clause 15.

14.12. Partial Termination: Where a breach or issue affects only a specific Order Form, SOW, Software, Service or portion thereof, the non-breaching Party may elect to terminate only the affected portion rather than the Agreement in its entirety.

14.13. Reservation of Remedies: All suspension and termination rights set forth in this Agreement are cumulative and in addition to all other rights and remedies available to the Licensor and BCS at law, in equity or under this Agreement.

15. Effect of Termination

15.1. Cessation of Rights: Upon the expiration or termination of this Agreement or any applicable Order Form or SOW, all rights and licenses granted to Customer under the terminated Agreement, Order Form or SOW shall immediately cease, and Customer shall promptly discontinue all access to and use of the affected Software, Services, Documentation, AI Features and related materials.

15.2. Payment Obligations: Expiration or termination shall not relieve Customer of its obligation to pay:

15.2.1. all Fees and other amounts accrued or payable up to the effective date of expiration or termination;

15.2.2. any non-cancellable or committed Fees for the remainder of the then-current Subscription Term or Professional Services engagement, except to the extent this Agreement expressly provides otherwise; and

15.2.3. any Taxes, interest, collection costs and other amounts payable under this Agreement.

15.3. Return of Customer Data: Subject to Customer's full payment of all outstanding dues under this Agreement, and provided that Customer submits a written request within thirty (30) days following the effective date of expiration or termination, BCS shall use commercially reasonable efforts to make available to Customer a copy of Customer Data then retained by BCS and/or the Licensor in a standard format determined by BCS.

15.4. Deletion of Customer Data: Following the expiration of the thirty (30) day period described in Clause 15.3, or if Customer does not timely request return of Customer Data, BCS and/or the Licensor may delete or render inaccessible all Customer Data retained by them, except to the extent retention is required by applicable law, internal record-retention policies, backup systems or legitimate business purposes.

15.5. Return or Destruction of Confidential Information: Upon written request, each Receiving Party shall return or destroy the other Party’s Confidential Information in accordance with Clause 10.6.

15.6. Transition Assistance: Following expiration or termination, BCS may, in its sole discretion, and subject to the cooperation of the Licensor where applicable, provide transition assistance, data export services or migration support as Professional Services subject to BCS's availability and at BCS's then-current rates and terms.

15.7. No Liability for Expiration or Termination: Neither Party shall be liable to the other solely by reason of the lawful expiration or termination of this Agreement or any Order Form or SOW in accordance with its terms.

15.8. Survival: Any provisions of this Agreement that by their nature or express terms are intended to survive expiration or termination, including provisions relating to payment obligations, Taxes, Intellectual Property Rights, Customer Data rights, Confidentiality, Warranties and Disclaimers, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and all accrued rights and remedies of the Licensor, BCS and Customer, shall survive and remain in full force and effect for so long as necessary to give effect to their intended purpose.

16. Force Majeure

16.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) to the extent that such failure or delay is caused by a Force Majeure Event. "Force Majeure Event" means any event or circumstance beyond the reasonable control of a Party, including but not limited to: (a) acts of God, including earthquakes, floods, storms, hurricanes, or other natural disasters; (b) war, invasion, hostilities, terrorist acts, riot, civil unrest, or civil war; (c) government actions, including expropriation, nationalization, sanctions, embargoes, or changes in law; (d) epidemics, pandemics, or quarantine restrictions; (e) fires, explosions, or industrial accidents; (f) strikes, lockouts, or labor disputes (other than those involving the affected Party's own employees); (g) failure of public utilities or transportation systems; or (h) outages on account of cloud service provider, internet disruptions, cyber incidents or any other circumstances that are not reasonably foreseeable and are beyond the reasonable control of the affected Party.

16.2. Notice: The Party affected by a Force Majeure Event shall: (a) promptly notify the other Party in writing of the nature and extent of the Force Majeure Event; (b) use all reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance of its obligations; and (c) keep the other Party informed of developments and expected duration.

16.3. Suspension and Termination: Performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. If a Force Majeure Event continues for a period exceeding ninety (90) days, any Party may terminate this Agreement upon written notice to the other Parties, without liability except for obligations that accrued prior to such termination.

17. Governing Law and Dispute Resolution

17.1. Governing Law: This Agreement, all Order Forms, all Statements of Work, and all disputes, controversies and claims arising out of or relating to this Agreement, its negotiation, execution, performance, interpretation, termination or validity, whether sounding in contract, tort, statute or otherwise, shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws principles.

17.2. Good Faith Negotiations: In the event of any dispute, controversy or claim arising out of or relating to this Agreement, any Party may provide written notice to the other Parties describing the nature of the dispute in reasonable detail. The Parties shall first attempt in good faith to resolve the dispute through discussions between senior representatives having authority to settle the dispute.

17.3. Arbitration: If the dispute is not resolved within thirty (30) days after the commencement of good faith negotiations, or such longer period as the Parties may agree in writing, the dispute shall be finally resolved by arbitration in accordance with the provisions of the Netherlands Arbitration Institute Arbitration Rules, as amended from time to time.

17.4. Seat and Venue of Arbitration: The legal seat and place of arbitration shall be Amsterdam, the Netherlands. The arbitration hearings may be conducted in person, by videoconference, or in such other manner as the arbitral tribunal may determine.

17.5. Number and Appointment of Arbitrators: The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties. If the Parties fail to agree upon the arbitrator within fifteen (15) days after one Party requests arbitration, the arbitrator shall be appointed in accordance with the Netherlands Arbitration Institute Arbitration Rules.

17.6. Confidentiality of Proceedings: The Parties shall maintain the confidentiality of the arbitration proceedings, including all pleadings, evidence, submissions, orders and awards, except to the extent disclosure is required to enforce an award, comply with applicable law, or protect a Party’s legal rights.

17.7. Interim and Equitable Relief: Nothing in this Agreement shall prevent any Party from seeking interim, injunctive, conservatory or other equitable relief from any court of competent jurisdiction, including relief to protect Confidential Information, Intellectual Property Rights or other proprietary interests.

17.8. Exclusive Jurisdiction for Ancillary Proceedings: Subject to Clause 17.3, the courts located at Amsterdam, the Netherlands shall have exclusive jurisdiction over any application for interim relief, enforcement of arbitral awards and any other ancillary judicial proceedings arising out of or relating to this Agreement.

17.9. Continuation of Performance: During the pendency of any dispute, the Parties shall continue to perform their undisputed obligations under this Agreement to the extent reasonably practicable.

17.10. Limitation Period: To the maximum extent permitted by applicable law, no action or proceeding arising out of or relating to this Agreement may be commenced more than two (2) years after the cause of action first arose, except where a longer period is mandated by applicable law.

17.11. Costs and Expenses: The arbitral tribunal shall have the authority to allocate and award arbitration costs, legal fees and other expenses in such manner as it deems appropriate in accordance with applicable law and the circumstances of the dispute.

18. Miscellaneous

18.1. Entire Agreement: This Agreement, together with all Order Forms, Statements of Work, Schedules, exhibits and attachments incorporated herein by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, negotiations, discussions, understandings and agreements, whether oral or written, relating to such subject matter.

18.2. Order of Precedence: In the event of any inconsistency or conflict among the documents comprising this Agreement, the following order of precedence shall apply, unless expressly stated otherwise in the applicable Order Form: (a) the applicable Order Form; (b) Schedule C, to the extent expressly activated in the applicable Order Form; (c) the main body of this Agreement; (d) the applicable SOW; and (e) any other schedules, exhibits or attachments.

18.3. Amendment and Modification: No amendment, modification or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument expressly referencing this Agreement and executed by duly authorized representatives of both Parties.

18.4. Waiver: No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of the same or any other right, power or remedy.

18.5. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions shall remain in full force and effect.

18.6. Non-Solicitation: During the Term of this Agreement and for a period of twelve (12) months thereafter, Customer shall not, directly or indirectly, whether on its own behalf or on behalf of any third party, solicit for employment, employ, engage, retain, appoint, contract with or otherwise induce or attempt to induce any employee, consultant, contractor or key personnel of BCS or its Affiliates who has been involved in the provision, development, support, implementation or management of the Services or Professional Services under this Agreement to terminate or reduce their relationship with BCS. General employment advertisements or recruitment activities not specifically targeted at such personnel shall not constitute a breach of this Clause. In the event of any breach of this Clause, Customer shall pay to BCS, as a genuine pre-estimate of damages and not as a penalty, an amount equivalent to twelve (12) months of the concerned individual’s gross compensation or fees payable by BCS, without prejudice to BCS’s right to seek additional remedies available under applicable law.

18.7. Audit: BCS, either directly or through its authorized representatives, may, upon providing reasonable prior written notice to Customer and no more than once in any twelve (12) month period unless required due to suspected non-compliance, audit and verify Customer’s access to and use of the Services, including usage metrics, Authorized User counts, deployment scope, subscription quantities, technical configurations and compliance with the terms of this Agreement and applicable Order Forms. Such audit may be conducted remotely and, where reasonably necessary, onsite during normal business hours in a manner designed to minimize disruption to Customer’s business operations. Customer shall provide all reasonable cooperation, information, records, system access and assistance required for the conduct of such audit. If any audit reveals unauthorized use, excess usage, underpayment of Fees or any material breach of this Agreement, Customer shall promptly pay all applicable additional Fees, costs and charges arising from such non-compliance, together with applicable interest, without prejudice to BCS’s other rights and remedies under this Agreement or applicable law. BCS shall treat all non-public information obtained during such audit as Confidential Information of Customer in accordance with this Agreement.

18.8. Assignment: Customer shall not assign, delegate, transfer or otherwise dispose of this Agreement, any Order Form, or any rights or obligations hereunder, whether voluntarily, by operation of law or otherwise, without the prior written consent of BCS. Any purported assignment in violation of this Clause shall be null and void. BCS and/or the Licensor may assign this Agreement, in whole or in part, without Customer’s consent to any Affiliate or in connection with a merger, acquisition, corporate reorganization, sale of assets or similar transaction.

18.9. Subcontracting: BCS may engage Affiliates, subcontractors and third-party service providers to perform any portion of its obligations under this Agreement. BCS shall remain responsible for the performance of such obligations in accordance with this Agreement.

18.10. Relationship of the Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, employment or franchise relationship between the Parties. Neither Party shall have authority to bind the other Party in any manner whatsoever.

18.11. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by internationally recognized courier, transmitted by electronic mail with confirmation of transmission, or mailed by registered or certified mail, postage prepaid, to the addresses set forth in the applicable Order Form or to such other address as either Party may designate by notice to the other Party.

18.12. Electronic Signatures and Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically, including by scanned PDF, electronic signature platform or similar means, shall be deemed original signatures and shall be fully binding and enforceable.

18.13. No Third-Party Beneficiaries: This Agreement is entered into solely for the benefit of the Parties and their respective permitted successors and assigns. Except as expressly provided herein, nothing in this Agreement, whether express or implied, is intended to confer upon any other person any legal or equitable right, benefit or remedy.

19. Signature Blocks

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

BCS

Basis Expert Consulting Services BV
Authorized Signatory
Effective Date: 1 July 2026

CUSTOMER

Customer
As specified in the applicable Order Form, or by accessing or using the Services
Effective Date: 1 July 2026

This Schedule C is entered into pursuant to the Master Software Subscription and Services Agreement (the “Agreement”) among the Licensor, BCS and the Customer. Capitalized terms not defined herein shall have the meaning assigned to them in the Agreement.

1. INTERPRETATION AND SCOPE

1.1. Nature of Schedule C

1.1.1. This Schedule C constitutes an optional and supplemental addendum to the Agreement and applies only where the Customer has expressly elected, through an applicable Order Form, to enable AI Features and/or Agentic AI Features forming part of the Software and Services.

1.1.2. This Schedule C shall not form part of the Services unless and until such election is made.

1.1.3. This Schedule C governs only AI Features and Agentic AI Features and does not amend or modify the Master Agreement except as expressly stated herein.

1.1.4. In the event of any conflict between this Schedule C and the Master Agreement, this Schedule C shall prevail solely with respect to AI Features and Agentic AI Features, and only to the extent such features are enabled under the applicable Order Form and with respect to any other terms, the Master Agreement shall prevail

1.2. Activation and Optional Nature

1.2.1. AI Features and Agentic AI Features are strictly optional and shall not be included in the Services unless expressly selected in an applicable Order Form.

1.2.2. This Schedule C shall become effective only upon such selection and payment of applicable Fees as may be mentioned in the respective Order Form. (the “Schedule C Election”).

1.2.3. In the absence of such election, this Schedule C shall remain inactive and shall have no legal or contractual effect.

2. AI MODEL GOVERNANCE

2.1. Customer-Controlled AI Models

2.1.1. AI Features and Agentic AI Features made available by BCS operate as orchestration, workflow automation and integration functionalities within the Services. The underlying artificial intelligence models, machine learning systems, large language models (“LLMs”), foundation models and similar technologies required for the functioning of such AI Features shall be independently selected, procured, licensed, subscribed to, configured, hosted, maintained and operated solely by the Customer from third-party providers under separate contractual arrangements between Customer and such providers.

2.1.2. The Licensor does not own, develop, train, fine-tune, validate or control any AI Models used under this Schedule C.

2.1.3. Customer assumes full responsibility for the selection, licensing, legality, configuration, deployment, operation, security, compliance, performance and ongoing management of all AI Models and LLMs used in connection with the AI Features.

2.1.4. The Licensor's and BCS's role is strictly limited to providing orchestration, integration and workflow execution capabilities and does not extend to control over the functioning, outputs, decision-making logic, availability, reliability or behavior of any AI Model or LLM.

2.1.5. Neither the Licensor nor BCS shall have any responsibility or liability for any defect, error, inaccuracy, hallucination, malfunction, interruption, downtime, bias, infringement, regulatory issue, security vulnerability or failure arising from or relating to any AI Model, LLM or third-party AI service selected or used by Customer.

3. DATA HANDLING AND PROCESSING

3.1. No Data Control or Storage

3.1.1. Neither the Licensor nor BCS stores, retains, controls, monitors or determines the content of prompts, instructions, datasets, inputs, outputs or intermediate processing data processed through AI Features or Agentic AI Features except to the limited extent technically necessary for operation, troubleshooting, security, support or legal compliance purposes.

3.1.2. Any processing of data occurs solely through Customer-selected AI Models or third-party systems controlled by the Customer.

3.1.3. The Licensor and BCS act solely as providers of orchestration, integration and workflow execution capabilities facilitating the operation of AI Features and Agentic AI Features.

3.1.4. Neither the Licensor nor BCS shall have any responsibility for the accuracy, legality, reliability or use of any data processed under AI Features.

4. AGENTIC EXECUTION FRAMEWORK

4.1. Workflow Execution

4.1.1. Where enabled, Agentic AI Features may interpret Customer instructions and execute workflow-based actions.

4.1.2. Such execution may include initiating actions across integrated third-party systems.

4.1.3. All such execution occurs strictly under Customer-defined configurations, rules, and permissions.

4.1.4. Neither the Licensor nor BCS controls the decision-making logic, autonomy or outcomes of any AI-driven execution.

5. CUSTOMER RESPONSIBILITY FOR OUTPUTS

5.1. Output Review and Reliance

5.1.1. The Customer shall be solely responsible for reviewing, validating, and approving all outputs generated through AI Features.

5.1.2. Neither the Licensor nor BCS warrants or guarantees the accuracy, legality, reliability or suitability of any AI-generated output.

5.1.3. Any reliance on such outputs shall be at the sole risk of the Customer.

6. LIABILITY AND RISK ALLOCATION

6.1. Exclusion of Liability

6.1.1. To the maximum extent permitted by applicable law, neither the Licensor nor BCS shall have any liability arising from or relating to:

(a) Customer-selected AI Models, LLMs or third-party AI services;

(b) AI-generated outputs or autonomous actions;

(c) Customer reliance on such outputs or actions;

(d) inaccuracies, hallucinations, biases, errors or omissions in outputs;

(e) interruptions, failures or defects in AI Models or LLMs;

(f) actions taken or omitted based on AI-generated outputs;

(g) intellectual property infringement, copyright claims, regulatory violations or data misuse arising from AI Models or outputs; or

(h) any commercial, operational, reputational or financial loss arising from use of AI Features.

6.1.2. This includes claims relating to intellectual property infringement, copyright violation, data misuse, regulatory breach or commercial loss.

6.2. External Services

6.2.1. AI Models or related technologies may be provided by third-party providers selected by the Customer.

6.2.2. Such third-party services are governed exclusively by their own applicable terms.

6.2.3. Neither the Licensor nor BCS shall have any responsibility for the availability, performance, security, legality or compliance of such third-party services.

7. NO CONTROL OR AGENCY

7.1. Independent Relationship

7.1.1. Nothing in this Schedule shall be construed to create any agency, fiduciary, supervisory or control relationship between the Parties with respect to AI Features.

7.1.2. Neither the Licensor nor BCS supervises, validates or approves AI outputs or Customer use cases.

7.2. Indemnity

7.2.1. Customer shall defend, indemnify and hold harmless the Licensor, BCS, their Affiliates, licensors, subcontractors, technology partners, directors, officers, employees and representatives from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, penalties, fines, costs and expenses (including legal fees and expenses actually incurred) arising out of or relating to: (a) Customer’s use of AI Features or Agentic AI Features; (b) Customer-selected or Customer-provided AI Models, large language models (LLMs), datasets, prompts, instructions or third-party AI services; (c) any outputs, recommendations, decisions or actions generated through or based upon AI Features; (d) Customer’s reliance upon or implementation of AI-generated outputs; (e) any violation of applicable laws, regulations, industry standards or third-party rights arising from Customer’s use of AI Features; (f) infringement or alleged infringement of intellectual property rights, privacy rights, publicity rights or proprietary rights caused by Customer Data, prompts, datasets, instructions, AI Models or AI-generated outputs; (g) any unauthorized, unlawful, discriminatory, harmful or unethical use of AI Features by Customer or its Authorized Users; and (h) any failure by Customer to obtain required rights, licenses, permissions, approvals or consents relating to Customer Data, AI Models, prompts or outputs.

7.2.2. Customer acknowledges and agrees that the Licensor and BCS act solely as providers of orchestration, workflow automation and integration capabilities and do not control, validate, supervise or guarantee the functioning, outputs or compliance of any AI Models, LLMs or third-party AI services selected or used by Customer. Accordingly, neither the Licensor nor BCS shall have any liability for any claim arising from defects, inaccuracies, hallucinations, biases, interruptions, failures, security vulnerabilities or unlawful outputs attributable to such AI Models, LLMs or third-party AI services.

7.2.3. The indemnification obligations under this Clause shall survive expiration or termination of this Schedule C and the Agreement.

8. ASSUMPTION OF RISK

8.1. Customer Risk

8.1.1. Customer acknowledges that use of AI Features and Agentic AI Features involves inherent technological and operational risks, including unpredictability, autonomous behavior, hallucinations, inaccuracies, third-party dependencies and evolving regulatory standards.

8.1.2. Customer assumes full responsibility for all such risks and for all business, operational, legal and regulatory decisions made using AI Features.

9. DATA RETENTION LIMITATION

9.1. No Retention Obligation

9.1.1. Neither the Licensor nor BCS shall have any obligation to store, retain or archive AI prompts, outputs or intermediate processing data.

9.1.2. Any retention by BCS shall be incidental to system operation or legal compliance requirements.

10. SURVIVAL

10.1. Continuing Effect

10.1.1. This Schedule C shall apply only while AI Features remain enabled under an applicable Order Form.

10.1.2. Upon deactivation or termination of such AI Features, this Schedule C shall cease to apply except for provisions that by their nature are intended to survive termination, including provisions relating to liability limitations, disclaimers, confidentiality, intellectual property rights and risk allocation.