TERMS AND CONDITIONS FOR CLOUD SERVICES - INSIGHT ANALYTICSTM These Terms and Conditions for Cloud Services apply to CTGlobal A/S 'delivery of Insight AnalyticsTM ("IA") unless otherwise agreed in writing between CTGlobal A/S, CVR no. 25 18 84 62 and any affiliated companies (CTGlobal) and the Customer. 1. CONTRACTUAL BASIS 1.1. These Terms and Conditions for Cloud Services (the "Terms") constitute an appendix to and are an integral part of the agreement between CTGlobal and the Customer (the "Agreement"). 1.2. The Customer accepts the Terms upon entering into the Agreement. 1.3. The Terms are subordinate to the Agreement, but take precedence over the SLA, SoW, GDPR and other annexes to the Agreement, unless the second ranking specifically follows from the Agreement. 2. CTGLOBALS SERVICES - INSIGHT ANALYTICSTM 2.1. CTGLOBAL provides an on-prem or cloud service for the use of CTGlobal software, specifically CTGlobal's Insight AnalyticsTM, which is a technology hosted on CTGlobal's or its subcontractors' computers and which is remote accessed. 2.2. The detailed content of CTGlobal's services is stated in the Agreement. 3. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS 3.1. The customer must comply with CTGlobal's rules for acceptable use (AUP). The Customer may not (a) allow third parties to use IA, other than the Customer's clients as specifically stated in the Agreement, (b) provide IA passwords or other login information to any third party other than the Customer's clients as specifically stated in the Agreement, (c) share non- public IA software features or third-party content; (d) exploit access to IA to build a competing product or service, to build a product using similar ideas, features, or graphics by IA, or to copy ideas, features, or graphics of the IA. 3.2. In the event that CTGlobal suspects any breach of the requirements of this clause 3, CTGlobal may suspend Customer's access to IA without notice. 3.3. Neither the Agreement nor the AUP implies that CTGlobal shall take any action against the Customer or any user or other third party for breach of the AUP, this Section 3 or the Agreement, as CTGlobal is free to take any such action as CTGlobal may deem appropriate. 3.4. Customer shall take reasonable steps to prevent unauthorized access to IA, including by protecting Customer's passwords and other login information. The customer must immediately notify CTGlobal of any knowledge or suspicion of unauthorized use of IA or breach of IA’s security and must do its best to stop such breach. 3.5. When using IA, Customer shall comply with applicable law, including without limitation laws governing the protection of personally identifiable information and other laws governing the protection of customer data. 3.6. Customer is responsible and liable for: (a) Customer's and other users' use of IA, including without limitation unauthorized user conduct and any user conduct that would violate AUP or the requirements of the Agreement applicable to Customer; and (b) any use of IA through Customer's account, whether authorized or unauthorized. 3.7. CTGlobal reserves the right to initiate temporary suspension of the Customer if i) the Customer transfers any material that is capable of harming CTGlobal's IT environment or IA in general, ii) it on a reasonable basis is deemed necessary to prevent unauthorized access to the information or iii) The Customer otherwise does not comply with the requirements for the Customer's use of IA under the Terms. 3.8. In order to clarify the extent to which a load of IA can be attributed to viruses, hackers or errors, the Customer is at CTGlobal's request obliged to provide information about the Customer's consumption pattern. Based on the information provided, CTGlobal is entitled to demand a reduction in consumption. If this is not complied with, CTGlobal is entitled to suspend the Customer's access to IA. 4. FEES & REIMBURSEMENT 4.1. Customer shall pay CTGLOBAL the amount specified in the Agreement and reimburse CTGlobal for any expenses that CTGLOBAL may reasonably incur in connection with the delivery of IA. Amounts stated in the SoW are cost estimates and they are as such not binding unless the SoW specifically states otherwise. CTGlobal is under no circumstances obligated to reimburse subscription costs. 4.2. All prices are in euro/€ and are exclusive of VAT but including all other public taxes. 4.3. CTGlobal reserves the right to adjust prices and fees with 1 months’ notice. 4.4. IA is invoiced monthly in advance, unless otherwise agreed in writing. 4.5. If Customer does not pay on time, interest is charged from the due date at 2% per. commenced month. 4.6. If Customer does not pay on time, CTGlobal is also entitled to initiate a temporary suspension of the Customer. The customer will then be excluded from using IA until full payment has been received. 4.7. Customer's obligation for due payment exists regardless of any complaint submitted. The customer is not entitled to set off. 5. TERM & TERMINATION 5.1. The subscription agreement is valid for 12 months and is automatically extended with a new 12-month period, unless CTGlobal or the Customer terminates the subscription agreement in writing no later than 90 days before the end of a 12-month period. 5.2. Upon termination of this Agreement, Customer shall cease all use of IA and delete, destroy or return all copies of documentation and any separately licensed software in Customer's possession or control. 5.3. CTGlobal is entitled to delete all data related to IA from the time of expiry of the notice period. 5.4. The following provisions shall apply after the termination or expiration of the Agreement: pkt. 6, 9, 10 and 14. 6. INTELLECTUAL PROPERTY RIGHTS & FEEDBACK 6.1. All software, etc. provided by CTGlobal as part of CTGlobal's delivery of IA is the property of CTGlobal. CTGlobal owns indefinitely all rights to IA, including all software used to provide IA, all graphics, all user interfaces, logos and trademarks reproduced through IA. Customer has no license or intellectual property rights in IA or any of IA's components. Customer acknowledges that IA and IA's components and supplies are protected by CTGlobal's copyright. 6.2. CTGlobal reserves all rights to software, licenses, equipment, inventions, improvements or further developments, know-how, etc. developed or used by CTGlobal for the delivery of IA. 6.3. The customer is obliged to use IA so that the rights of CTGlobal and third parties are not violated. 6.4. Material, data and know-how that the Customer has provided to CTGlobal in connection with the fulfillment of the agreement may only be used by CTGlobal for use in the delivery of IA. 6.5. Equipment and software licenses that the Customer procures himself are the Customer's property, taking into account the property, right of use and license conditions applicable to the individual product. The customer is responsible for its use. This applies regardless of whether the software is stored on the service provided by CTGlobal as part of IA. 6.6. Data stored by the Customer on the service provided by CTGlobal as part of IA is the property of the Customer. Data may at any time be requested to be handed over or deleted by the Customer against payment of CTGlobal's hourly consumption. If data is located at CTGlobal's subcontractor, CTGlobal is subject to the restrictions that the subcontractor may have for accessing and copying and deleting data. 7. LICENSES AND THIRD PARTY SOFTWARE 7.1. 1.Any license obtained in connection with the delivery of IA shall remain the property of CTGlobal or its subcontractor. If licensed software is installed on Customer's own equipment, it is Customer's own responsibility to uninstall the licensed software after termination of the agreement and expiration of licenses from CTGlobal. 7.2. If third party software is included in IA, Customer is obligated to both CTGlobal and to third parties to accept and comply with the applicable license terms at any time. 7.3. If Customer uses third-party software with IA, CTGlobal is not responsible for the functionality or usability of the software in relation to IA. Third party license terms may be provided by CTGlobal at the request of Customer, provided that CTGlobal itself licenses such third party software. CTGlobal is not responsible for changes to such license terms, which must be complied with by the Customer at all times. 8. DEFICENCIES AND COMPLAINTS 8.1. If the Customer finds or should have found deficiencies in IA, Customer must immediately claim the deficiency against CTGlobal. 8.2. At the start-up of IA, Customer agrees that CTGlobal may provide service and support, including that CTGlobal may use Customer's data for preventive troubleshooting as well as the detection and correction of any errors. 9. WARRANTY DISCLAIMERS & INDEMNIFICATION 9.1. CTGlobal is not liable for indirect losses, including lost profits, goodwill, lack of or unattainable financial benefits and objectives, production losses, loss or distortion of data, losses due to CTGlobal's deliveries not being used as intended, losses related to unauthorized access to data and systems, or loss due to the termination or breach of an agreement with a third party. 9.2. CTGlobal's liability for Customer's losses may not exceed an amount equal to 12 months' payment for IA. If the prior agreement period is less than 12 months, the liability is limited to the actual payment made. 9.3. Claims arising out of a defective service provided in whole or in part by a subcontractor may not be directed against CTGlobal. 9.4. For services provided by a subcontractor, CTGlobal’s obligations and responsibilities include, but are not limited to, warranties which pass on to those offered by the subcontractor and which are further specified in the terms of the subcontractor. 9.5. CTGlobal does not guarantee the suitability of IA for Customer's specific purposes. 9.6. The customer is responsible for ensuring that the use of IA does not conflict with applicable law. Customer is in all respects obligated to indemnify CTGlobal for any claims for damages arising from third parties arising from Customer's illegal or infringing activities. CTGlobal does not exercise any control over Customer's use of IA. 10. CONFIDENTIAL INFORMATION 10.1. Customer acknowledges and agrees that IA and the printed and / or electronic documentation provided by the Parties to IA (excluding Open Source Software Components), supplies and other materials marked CTGlobal as confidential (hereinafter referred to as " Confidential Information ") constitutes and contains valuable intellectual property rights and trade secrets of CTGlobal. 10.2. Customer may only use confidential information in connection with IA (“Purpose”). Customer shall not pass on confidential information to and shall take precautions to ensure that no confidential information is disclosed to any employee, competitor or other third party unless such person specifically needs access. Customer may not disclose and must take precautions to ensure that no employee, competitor or Customer's client discloses confidential information to any other third party without the prior written consent of CTGlobal. The Customer must immediately notify CTGlobal of any misuse or misuse of confidential information that comes to the Customer's attention. Notwithstanding the foregoing, Customer may disclose confidential information as required by applicable law or by appropriate legal or governmental authority. Customer shall promptly notify CTGlobal of such legal or governmental claim and reasonably cooperate with CTGlobal in any attempt to contest such required disclosure at CTGlobal's expense. 10.3. CTGlobal is obliged to keep confidential information that CTGlobal receives regarding Customer's business, unless disclosure is required by law. If CTGlobal is contacted by a third party with a request for disclosure of customer data, CTGlobal is entitled to refer a third party to contact Customer directly with the simultaneous disclosure of Customer's contact information. Upon transfer of customer data to third parties, CTGlobal will immediately inform the Customer and send a copy of third party's disclosure claims, unless CTGlobal is legally prevented from doing so. By CTGlobal's referral of a third party directly to the Customer, the Customer is obliged to provide the relevant customer data to third parties, unless Customer considers that a third party is not competent to receive these. 10.4. CTGlobal is entitled to use subcontractors in connection with the delivery of IA, including passing on Customer's data to such subcontractors with respect to the applicable personal data rules at any time. 10.5. CTGlobal is entitled to mention the existence of the Agreement to third parties and to use it as reference. 11. CUSTOMER DATA & PRIVACY 11.1. Reference is made in full to CTGlobal's GDPR Policy, which is an annex to the Agreement. 11.2. To the extent that CTGlobal is the data processor and the Customer is data responsible in accordance with the Personal Data Act, Customer's data belongs to the Customer, and CTGlobal acts solely on instructions from the Customer. CTGlobal must take the necessary technical and organizational security measures against information being accidentally or illegally destroyed, lost or degraded, and against it coming to the knowledge of unauthorized persons, misuse or otherwise being processed in violation of the Personal Data Act. 11.3. If Customer is a public authority, the rules in the security order (sikkerhedsbekendtgørelsen) also apply to the processing by the data processor. 11.4. At Customer's request, CTGlobal shall provide the Customer with sufficient information to enable the Customer to ensure that the said technical and organizational security measures have been taken. 12. ASSIGNMENT 12.1. CTGlobal is entitled to assign its rights and obligations to any third party without Customer's written consent. 13. FORCE MAJEURE 13.1. Neither party may be held liable for matters beyond the control of the party which the party should not have taken into account when concluding the agreement nor should it have avoided or overcome (Force Majeure event). 13.2. Force Majeure events include, but are not limited to, the following: -Unusual weather conditions, natural disasters; -War and mobilization, riots and similar riots, terrorist act; -General strikes and lockouts; -Fire, lack of transport options, currency restrictions; -IT viruses, hacker attacks, malware and intrusions into IT systems; -Import and export restrictions -epidemics and / or pandemics -orders from public authorities. 13.3. In the event of Force Majeure, CTGlobal may, at its option, (i) suspend delivery until the Force Majeure event has ended or (ii) cancel the agreement in full or in part. 14. CHANGES 14.1. CTGlobal is at any time entitled to change the Terms with 1 months’ notice. 15. GOVERNING LAW AND JURISDICTION 15.1. Any dispute that may arise in connection with the Terms, including disputes concerning the existence or validity of the Terms, shall be governed by and construed in accordance with the laws of Denmark, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction of and venue in the City Court of Glostrup, Denmark.