Framework Agreement for Custom Integration Services

Version 3.1 — updated 6 November 2025. Effective date: the date of Quote acceptance.

Between

The Client, as identified in the Commercial Agreement (Quote) accepted by the Client

and

Cloudify ApS Kornmarksvej 10, 2605 Brøndby, Denmark CVR no. DK33066287 ("Cloudify")

This Framework Agreement for Custom Integration Services ("Framework Agreement") establishes the terms and conditions governing all custom integration projects between Cloudify ApS and the Client identified in the Commercial Agreement (Quote).

How this agreement works

1. The Client accepts a Quote (Commercial Agreement) sent via HubSpot for a specific integration project.
2. By accepting the Quote, the Client agrees to be bound by this Framework Agreement.
3. The Quote specifies the client name, integration scope, pricing and project-specific details.
4. This Framework Agreement governs the legal relationship, responsibilities, warranties and liability terms.

The following terms shall have the meanings stated below.

• "Client" means the company or individual identified in the Commercial Agreement (Quote) that has accepted Cloudify's services.
• "Commercial Agreement" or "Quote" means the project-specific quote or proposal sent to the Client via HubSpot (or another channel), which specifies the integration scope, pricing, timeline and deliverables for a specific project. Acceptance of a Quote constitutes acceptance of this Framework Agreement.
• "Additional Services" means services not covered or included in a Commercial Agreement, which may be provided by Cloudify at the Client's request at a price agreed separately between the Parties in writing.
• "Client-Induced Error" means data quality issues, missing required fields, incorrect field mappings or other errors in the Client's systems that cause a Workflow to fail or produce incorrect results. Client-Induced Errors are identified through Lighthouse notifications and must be corrected by the Client before the Workflow can be replayed.
• "Client Prerequisites" means the systems configuration, API access credentials, technical documentation, data specifications and other requirements that the Client must provide to enable Cloudify to perform the Integration Services.
• "Connector" means a pre-built or custom integration component that connects a third-party application (the "connected app") to Lighthouse. Examples include connectors for Stripe, e-conomic, HubSpot, Pipedrive, Shopify, Monday.com and other business applications. The complexity and pricing of each Connector varies based on the features and API capabilities of the connected app. Standard Connector pricing is available at custom.cloudify.biz.
• "Data Dictionary" means the document or specification that maps data fields between the Client's systems, defining how data should be transformed, validated and synchronised by the Integration.
• "Framework Agreement" means this agreement, including all appendices.
• "Integration" or "Integration Services" means the custom integration development, configuration, testing and deployment services provided by Cloudify as specified in a Commercial Agreement. An Integration typically consists of one or more Workflows across multiple Connectors.
• "Lighthouse" means Cloudify's proprietary integration platform used to develop, configure, monitor and manage Integrations and Workflows.
• "Minimum Commitment Period" means the minimum period specified in a Commercial Agreement during which both Parties are bound and neither Party is entitled to terminate the Commercial Agreement without cause.
• "Modified Connector" means a connector that has been customised from Cloudify's standard connector to accommodate Client-specific security requirements or permission restrictions. Development of Modified Connectors constitutes Additional Services and is billed separately.
• "Parties" means Cloudify and the Client collectively. "Party" means either Cloudify or the Client individually.
• "Setup Fee" means the one-time fee charged by Cloudify for the development, configuration and initial testing of an Integration as specified in a Commercial Agreement.
• "Standard Connector" means a pre-built connector with Cloudify's standard set of API permissions, requiring no customisation. Standard Connector pricing is available at custom.cloudify.biz and is based on the complexity of the connected application.
• "Subscription Fee" means the recurring monthly or annual fee for ongoing operation, monitoring and maintenance of an Integration via the Lighthouse platform. The Subscription Fee covers Connector costs and Workflow usage limits, as specified in the Commercial Agreement and configured in the Lighthouse pricing tool at custom.cloudify.biz.
• "UAT" (User Acceptance Testing) means the Client's testing and verification of the Integration to confirm it meets the requirements specified in the Commercial Agreement and Data Dictionary.
• "Workflow" means a single execution of an Integration, regardless of how many steps, transformations or operations the Integration contains. Each time a Workflow executes it counts as one (1) billable Workflow.

2.1 Acceptance of Framework Agreement

By accepting a Commercial Agreement (Quote) from Cloudify, the Client acknowledges that they have:

• Read and understood this Framework Agreement
• Agreed to be bound by all terms and conditions herein
• Authority to bind their organisation to this Agreement

2.2 Electronic acceptance

Electronic acceptance of a Quote via HubSpot (or another electronic signature platform) constitutes legally binding acceptance of both the Quote and this Framework Agreement.

2.3 Multiple projects

Once the Client has accepted a Quote and this Framework Agreement, this Framework Agreement shall govern all subsequent Commercial Agreements between the Parties unless a new Framework Agreement is executed.

2.4 Access to Framework Agreement

This Framework Agreement is publicly available:

• At cloudify.biz/framework-agreement
• Linked in all Quotes sent via HubSpot
• On request from Cloudify

3.1 Cloudify's responsibilities

Cloudify shall provide the following services for each Integration as specified in the Commercial Agreement.

• (a)Connector selection and configuration. Select and configure appropriate Connectors for the systems to be integrated. Connector pricing is based on the complexity of the connected application and is available at custom.cloudify.biz. The specific Connectors to be used are specified in the applicable Commercial Agreement.
• (b)Connector modification (if required). If the Client's security requirements or policies require restricted or modified API permissions, Cloudify may modify a Standard Connector to accommodate those requirements. Such modifications constitute Additional Services and shall be billed separately as specified in Clause 5.6. The Client acknowledges that modifying connectors increases complexity and development time.
• (c)Architecture and design. Design the integration architecture and data flows based on the Client's requirements.
• (d)Development. Develop custom transformations, API integrations, data transformations and automation Workflows as specified in the Commercial Agreement.
• (e)Configuration. Configure the Integration within the Lighthouse platform, including mapping data fields as defined in the Data Dictionary and setting up Workflow execution rules and conditions.
• (f)Internal testing. Test the Integration internally to ensure it functions as designed and handles data correctly.
• (g)Documentation. Provide documentation of the Integration's configuration, data flows and any custom logic implemented.
• (h)Deployment support. Assist with deploying the Integration to the production environment once UAT is complete.

3.2 Client's responsibilities

The Client acknowledges and agrees that the following are prerequisites for Cloudify to perform the Integration Services.

• (a)System configuration. Ensure that all systems to be integrated (including third-party platforms) are properly configured to support the Integration requirements, including:

• Enabling necessary modules (for example OSS, accrual/periodisation, multi-currency)
• Creating required custom fields, product groups or data structures
• Configuring VAT/tax codes and accounting settings
• Ensuring all required fields contain valid data

• (b)API access and Connector licensing.

• Maintain active accounts and licences with all third-party applications that will be connected via Connectors
• Provide Cloudify with the API credentials, webhooks, OAuth tokens and system access permissions required to develop and test each Connector
• For Standard Connectors, the Client acknowledges that standard API permissions as defined by Cloudify will be used
• If the Client requires restricted or modified permissions, the Client shall inform Cloudify in advance, and such modifications shall be billed as Additional Services

• (c)Security requirements specification. If the Client requires restricted API access or custom security configurations beyond standard API access, the Client shall provide detailed written specifications of the required permissions and security constraints. The Client acknowledges that customising Connectors based on security requirements constitutes Additional Services and requires additional development time and cost.
• (d)Data quality. Ensure that all data transferred through the Integration is accurate, complete and properly formatted. The Client is responsible for maintaining data quality in their source systems, including ensuring all required fields are populated with valid data.
• (e)Data Dictionary approval. Review and approve the Data Dictionary that defines how data will be mapped and transformed between systems. The Client is responsible for ensuring the Data Dictionary accurately reflects their business requirements and that source systems contain the required data.
• (f)Timely response. Respond to Cloudify's requests for information, clarification or approvals within five (5) business days. Failure to respond within this timeframe may result in project delays for which Cloudify shall not be liable.
• (g)Client-Induced Error resolution. Promptly address Client-Induced Errors identified through Lighthouse notifications and Notes posted in third-party applications. Client-Induced Errors must be corrected by the Client in their source systems before Workflows can be successfully replayed. The Client shall not hold Cloudify responsible for Workflow failures caused by Client-Induced Errors.
• (h)UAT completion. Complete User Acceptance Testing within ten (10) business days of Cloudify notifying the Client that the Integration is ready for UAT. If the Client does not respond within this timeframe, the Integration shall be deemed accepted.
• (i)System stability. Maintain the stability and availability of their systems during the development and testing phases. Cloudify shall not be responsible for delays caused by Client system downtime or unavailability.

3.3 Prerequisites and project delays

The Client acknowledges that Cloudify cannot commence or complete Integration Services until the Client has fulfilled the Client Prerequisites specified in Clause 3.2 and the applicable Commercial Agreement.

Any delays caused by the Client's failure to fulfil Client Prerequisites shall:

• Extend the project timeline by the duration of the delay
• Not constitute a breach by Cloudify of any delivery timeline
• Not entitle the Client to any refund, credit or reduction in fees

4.1 Lighthouse subscription structure

The Client's Lighthouse subscription consists of the following components, all combined into a single Subscription Fee (monthly or annual).

• (a)Connectors. The subscription includes a specified number of Connectors. Each Connector enables the Client to connect to a third-party application. Connector pricing is based on the complexity and API capabilities of the connected application. Standard Connector pricing is available at custom.cloudify.biz. The specific Connectors included are listed in the Commercial Agreement.
• (b)Workflows. The subscription includes a specified monthly limit of Workflow executions. Each Workflow execution counts as one (1) billable unit. Workflows are billed on the number of executions, not on the number of data fields processed or steps in the Integration. Standard Workflow pricing tiers are available at custom.cloudify.biz. The Client can select a predetermined Workflow tier or arrange a custom Workflow limit by quote.
• (c)Monitoring and support. The subscription includes operation and monitoring of the Integration via Lighthouse, including:

• Automatic execution of Workflows on a schedule (hourly, daily, weekly and so on) as configured
• Real-time monitoring and error detection
• Standard support during business hours (Monday–Friday, 08:00–17:00 CET)
• Routine maintenance and bug fixes
• Alerting for failed Workflows, via email and the Lighthouse dashboard

4.2 Workflow usage and overage billing

• (a)Included Workflows. The Commercial Agreement specifies the number of Workflow executions included per calendar month. This limit is predetermined and specified at the time of purchase.
• (b)Workflow execution definition. A Workflow is counted as one (1) execution each time the Integration runs, regardless of:

• The number of data transformations performed
• The number of Connectors involved
• The number of data fields processed
• The number of records or transactions handled

• (c)Overage pricing. If the Client exceeds the included monthly Workflow limit, additional Workflows are billed at DKK 1.00 per Workflow (standard rate), or according to the pricing specified in the Commercial Agreement where custom pricing was agreed. Overage Workflows are invoiced at the end of the month in which they were executed.
• (d)Usage visibility. The Client can monitor monthly Workflow usage in real time through the Lighthouse dashboard. Usage reports are also available via the Lighthouse platform and through regular reporting to the Client's designated contact.
• (e)No credit for unused Workflows. Workflow limits are monthly quotas and do not roll over. Unused Workflows in one month do not generate credits for the following month.

4.3 Connector configuration and costs

• (a)Connector pricing. Each Connector incurs a monthly fee based on its complexity. Pricing is listed at custom.cloudify.biz and in the Commercial Agreement. Pricing tiers may include:

• Simple Connectors (basic webhooks, standard SaaS integrations): lower pricing tier
• Standard Connectors (Stripe, e-conomic, HubSpot): mid-range pricing tier
• Complex Connectors (enterprise ERP systems, multi-tenant platforms): higher pricing tier

• (b)Connector modifications. If the Client requires a Modified Connector with restricted API permissions or custom logic, such modifications are billed as Additional Services. The Client shall request such modifications in writing, and Cloudify shall provide a separate quote for the Connector modification work.
• (c)Adding Connectors. If the Client wishes to add Connectors to an existing subscription, Cloudify shall update the Commercial Agreement and the Subscription Fee shall be adjusted to reflect the additional Connector costs, effective on the date specified in the updated Commercial Agreement.

5.1 Pricing models

Cloudify offers the following pricing models for Integration Services.

• (a)Fixed price projects. A Setup Fee is agreed for the development and deployment of the Integration, plus an ongoing Subscription Fee covering Connectors, Workflow usage and support.
• (b)Time and materials. Integration Services are billed on hours worked at Cloudify's standard hourly rate, currently DKK 1,200 per hour, subject to adjustment under Clause 5.7.
• (c)Custom arrangements. Other fee structures as mutually agreed in writing.

The specific pricing for each Integration is set out in the applicable Commercial Agreement and visible in the Lighthouse pricing configurator at custom.cloudify.biz.

5.2 Setup Fee payment terms

Unless otherwise specified in a Commercial Agreement:

• (a)For projects with a Setup Fee of DKK 10,000 or less, 100% of the Setup Fee is payable on completion of Cloudify's internal development and testing, prior to UAT.
• (b)For projects with a Setup Fee exceeding DKK 10,000, 50% of the Setup Fee is payable on signing the Commercial Agreement and 50% on completion of Cloudify's internal development and testing, prior to UAT.
• (c)Non-refundable. Setup Fees are non-refundable once paid, except where Cloudify fails to deliver the Integration due to Cloudify's material breach of this Agreement.
• (d)Cancellation by Client. If the Client cancels a Commercial Agreement after Cloudify has commenced work: before the 50% milestone, the Client pays for actual hours worked at the hourly rate; after the 50% milestone, the Client pays 100% of the Setup Fee.

The Client acknowledges that cancellation does not entitle the Client to a refund of fees for work already completed.

5.3 Subscription Fee payment terms

• (a)Billing cycle. Subscription Fees are billed in advance on a monthly or annual basis as specified in the Commercial Agreement.
• (b)Subscription components. The Subscription Fee combines Connector costs (based on the number and complexity of Connectors), the Workflow limit (based on the predetermined monthly Workflow tier), and monitoring, support and platform access.
• (c)Annual subscriptions. Annual subscriptions carry a 10% discount compared with monthly billing.
• (d)First month prorated. If the Integration goes live on a date other than the first of the month, the first month's Subscription Fee may be prorated based on the number of days the Integration is active, at Cloudify's discretion.

5.4 Invoice payment terms

Unless otherwise agreed in a Commercial Agreement:

• (a)Payment is due within eight (8) days from the invoice date.
• (b)All prices are exclusive of VAT and other applicable taxes.
• (c)If payment is not received by the due date, Cloudify shall be entitled to charge interest in accordance with the Danish Interest Act, suspend all services (including operation of Integrations and Workflows) until full payment is received, and terminate the applicable Commercial Agreement on written notice.
• (d)The Client may dispute an invoice by giving written notice to Cloudify within seven (7) days of receipt, stating the specific reasons for the dispute. The Client must pay all undisputed amounts by the due date.

5.5 Workflow overage invoicing

• (a)Workflow overages are tracked automatically by Lighthouse and reported to the Client's account.
• (b)Overage Workflows executed during a calendar month are invoiced at the end of that month or with the next scheduled invoice.
• (c)Overage charges are billed at DKK 1.00 per Workflow, or as specified in the Commercial Agreement, and are added to the regular Subscription Fee invoice.

5.6 Additional Services and change orders

• (a)Any work requested by the Client that is not included in the original Commercial Agreement constitutes Additional Services.
• (b)Additional Services include, but are not limited to:

• Modified Connectors — customising a Standard Connector to accommodate Client-specific security requirements or restricted API permissions
• Adding new data fields or transformations not in the original Data Dictionary
• Integrating additional systems or Connectors beyond those specified
• Modifications required due to changes in the Client's systems
• Assistance with Client system configuration

• (c)Cloudify shall provide a written estimate for Additional Services before commencing work.
• (d)Additional Services are billed at Cloudify's standard hourly rate of DKK 1,200 per hour, or as otherwise agreed in writing.
• (e)The Client acknowledges that requesting Additional Services may extend the project timeline.

5.7 Annual price adjustment

Prices set out in Commercial Agreements shall increase annually on 1 April by the percentage increase in the Danish Net Price Index (Nettoprisindekset) published by Statistics Denmark for the previous 12 months, with a minimum increase of 2.5%. Price increases apply automatically without notice.

5.8 No set-off

The Client shall not set off any amounts owed to Cloudify against any claims the Client may have against Cloudify, whether disputed or undisputed, without Cloudify's prior written consent.

6.1 Client-specific Integrations

On full payment of all fees, the Client shall own the specific Integration configuration, data mappings and custom logic developed exclusively for the Client under a Commercial Agreement.

6.2 Cloudify platform and tools

Notwithstanding Clause 6.1, Cloudify retains all ownership rights to:

• (a)The Lighthouse platform, including all software, code, algorithms and infrastructure
• (b)Standard Connectors and pre-built components
• (c)Any improvements, enhancements or derivative works to the Lighthouse platform or Connectors developed during or as a result of providing services to the Client
• (d)Documentation, methodologies and processes used by Cloudify
• (e)Modified Connectors, which remain Cloudify property, though the Client may use them solely for operating their own Integrations

6.3 Licence to Client

Cloudify grants the Client a non-exclusive, non-transferable licence to use the Lighthouse platform, Standard Connectors and any Modified Connectors solely for operating the Client's Integrations during the term of the applicable subscription.

7.1 Workflow error handling

When a Workflow fails to execute or produces unexpected results, the Lighthouse platform automatically detects the error and notifies the Client. Cloudify shall identify the root cause through Lighthouse logging and notify the Client.

7.2 Cloudify-caused errors

Errors caused by defects in Cloudify's Integration design, configuration, Workflow logic or Connector implementation shall be corrected by Cloudify at no cost to the Client. Cloudify shall provide a corrected Workflow for re-execution.

7.3 Client-Induced Errors

Client-Induced Errors are data quality issues originating in the Client's systems, including but not limited to:

• (a)Missing required fields or data referenced in the Data Dictionary
• (b)Incorrectly formatted data, such as invalid email addresses, phone numbers, dates or currency values
• (c)Invalid references to parent records, such as a missing customer ID when syncing an order
• (d)Duplicate or conflicting data in the Client's source system
• (e)Data that violates the Client's own system validation rules
• (f)Incomplete or corrupted data transmitted from the triggering application

7.4 Client notification and correction process

• (a)Notification method. Cloudify identifies Client-Induced Errors through Lighthouse and notifies the Client via:

• Lighthouse error notifications and dashboard alerts
• Notes posted directly in the third-party application, where supported (for example HubSpot, Pipedrive, Shopify)
• Email to the Client's technical contact

• (b)Notification content. The notification includes:

• The specific error and affected records
• The root cause, such as a missing field or invalid format
• The action required to correct the error
• Instructions for correcting the data in the triggering application

• (c)Client correction responsibility. The Client shall:

• Correct the Client-Induced Error in the triggering application (the source system)
• Ensure the corrected data is complete and valid before replay
• Notify Cloudify once the error has been corrected, or initiate a Workflow replay

• (d)Workflow replay process. Once the Client has corrected the error in the triggering application, the Workflow may be replayed by:

• Manual replay via Lighthouse dashboard — the Client logs into Lighthouse and manually triggers a replay of the failed Workflow
• Replay via Notes links in the third-party app — where the application supports Notes (for example HubSpot, Pipedrive, Shopify), Cloudify posts a link that lets the Client trigger a replay without logging into Lighthouse
• Automatic retry — Cloudify may configure automatic retries for certain error types, in which case the Workflow re-executes after the Client has corrected the data

• (e)Workflow replay counting. Each replay of a failed Workflow counts as one (1) billable Workflow execution. Where the replay is caused by a Client-Induced Error, the replay is counted against the Client's monthly Workflow limit, or billed as an overage if limits are exceeded.

7.5 Client responsibility for error resolution

The Client acknowledges and agrees that:

• (a)The Client is responsible for monitoring Lighthouse notifications, dashboard alerts and Notes in third-party applications for error alerts
• (b)The Client shall promptly correct Client-Induced Errors in their source systems and triggering applications
• (c)Delays in resolving Client-Induced Errors will delay Integration operations and may cause Workflow failures
• (d)Repeated Client-Induced Errors may indicate a need for Data Dictionary changes, enhanced data validation or Additional Services
• (e)Cloudify shall not be responsible for Workflow failures caused by Client-Induced Errors, and such failures shall not count against Cloudify's SLA or support obligations

8.1 Client responsibility for third-party systems

The Client acknowledges and agrees that:

• (a)Cloudify's Integration Services depend on the proper functioning and availability of third-party systems and platforms, for example Stripe, e-conomic, HubSpot, Pipedrive, Shopify and Monday.com.
• (b)The Client is solely responsible for:
• (c)Cloudify shall not be liable for:

• Failures, outages or changes to third-party platforms
• Changes to third-party APIs that break or limit Integration functionality
• Data loss or errors caused by third-party platform malfunctions
• The Client's failure to comply with third-party terms of service
• Third-party platform downtime or unavailability

8.2 Changes to third-party systems

If a third-party platform makes changes to its API, data structure or features that require modifications to an Integration or Connector, Cloudify will notify the Client and such modifications shall be treated as Additional Services subject to additional fees.

9.1 Cloudify's warranties

Cloudify warrants that:

• (a)Integration Services will be performed in a professional and workmanlike manner
• (b)Cloudify has the right to provide the services and grant the licences contemplated by this Agreement
• (c)The Integrations will substantially conform to the specifications in the applicable Commercial Agreement and Data Dictionary, when used in accordance with Cloudify's documentation and when the Client has provided accurate data free of Client-Induced Errors

9.2 Warranty remedy

If an Integration fails to conform to the specifications in Clause 9.1(c) due to Cloudify's error, Cloudify will use commercially reasonable efforts to correct the non-conformity. If Cloudify is unable to correct the non-conformity within a reasonable time, the Client's sole remedy is a pro-rata refund of the Setup Fee proportionate to the non-conforming functionality.

9.3 Disclaimer of other warranties

Without limiting the foregoing, Cloudify does not warrant that:

• Integrations will be error-free or operate without interruption
• All errors or defects will be corrected
• Integrations will meet the Client's specific requirements, unless documented in a Commercial Agreement
• Third-party platforms will continue to function as expected
• Client-Induced Errors will not occur
• The Lighthouse platform will be available 100% of the time

9.4 Exclusion of consequential damages

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability or otherwise) and whether or not the Party has been advised of the possibility of such damages.

9.5 Liability cap and claims period

• (a)Liability cap. Cloudify's total aggregate liability arising out of or related to any Commercial Agreement shall not exceed the greater of EUR 10,000, or the total fees actually paid by the Client to Cloudify under the applicable Commercial Agreement in the twelve (12) months preceding the event giving rise to the claim.

• (b)Claims period. Any claim arising out of or related to a Commercial Agreement must be brought within twelve (12) months from the date the claiming Party became aware, or should reasonably have become aware, of the facts giving rise to the claim. Claims must also be brought no later than two (2) weeks after the Integration has been put live in production. Claims not brought within these periods are barred.
• (c)Exception. The claims period does not apply to disputes over billing or invoicing, which may be raised within thirty (30) days of the invoice date.

9.6 Client indemnification

The Client shall indemnify, defend and hold harmless Cloudify from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from or related to:

• (a)The Client's breach of this Agreement
• (b)The Client's violation of applicable laws or third-party rights
• (c)Data, content or materials provided by the Client
• (d)The Client's use of Integrations in violation of this Agreement or applicable law
• (e)Client-Induced Errors that cause Workflow failures

9.7 Exceptions to limitations

The limitations in this Clause 9 do not apply to:

• A Party's wilful misconduct or gross negligence
• A Party's breach of confidentiality obligations
• The Client's indemnification obligations
• Liability that cannot be limited under applicable law

10.1 Confidential Information

"Confidential Information" means all non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing or by inspection of tangible objects, that:

• (a)Is marked as "Confidential", "Proprietary" or with a similar designation, or
• (b)Would reasonably be considered confidential given the nature of the information and the circumstances of disclosure

Confidential Information includes, but is not limited to, technical data, business plans, customer data, pricing, integration configurations, API credentials, and the terms of this Agreement and Commercial Agreements.

10.2 Exclusions

Confidential Information does not include information that:

• (a)Is or becomes publicly available through no breach of this Agreement
• (b)Was rightfully known by the Receiving Party prior to disclosure
• (c)Is rightfully obtained by the Receiving Party from a third party without breach of confidentiality obligations
• (d)Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information

10.3 Obligations

The Receiving Party shall:

• (a)Use the Confidential Information only to perform its obligations or exercise its rights under this Agreement
• (b)Not disclose Confidential Information to any third party except as permitted by this Agreement
• (c)Protect Confidential Information using the same degree of care it uses for its own confidential information, and no less than reasonable care
• (d)Limit disclosure to employees, contractors and advisers with a need to know who are bound by confidentiality obligations

10.4 Permitted disclosures

The Receiving Party may disclose Confidential Information if required by law, regulation or court order, provided that, to the extent legally permitted, the Receiving Party:

• (a)Provides prompt written notice to the Disclosing Party
• (b)Cooperates with the Disclosing Party's efforts to seek a protective order
• (c)Discloses only the minimum information required

10.5 Duration

Confidentiality obligations continue for three (3) years from the date of disclosure or, for trade secrets, for as long as the information qualifies as a trade secret under applicable law.

The Parties' obligations regarding the processing of personal data are governed by Cloudify's Data Processing Agreement (DPA), which is incorporated by reference and forms an integral part of this Framework Agreement.

The Client acknowledges that it has reviewed and agrees to the terms of the DPA, available at cloudify.biz/data-processing-agreement.

12.1 Term of Framework Agreement

This Framework Agreement commences on the date the Client first accepts a Commercial Agreement (Quote) and continues until terminated by either Party with ninety (90) days' written notice to the other Party.

12.2 Term of Commercial Agreements

Each Commercial Agreement commences on the date specified therein and continues for the Minimum Commitment Period specified in that Commercial Agreement, if any.

Unless otherwise specified, the Minimum Commitment Period for custom integration projects is thirty (30) days from the date the Client accepts the Integration, or is deemed to have accepted it under Clause 3.2(h).

12.3 Termination of Commercial Agreements

After the Minimum Commitment Period:

• (a)Subscription services termination. Either Party may terminate the ongoing subscription services with thirty (30) days' written notice to the end of the current subscription period.

Subscription periods:

• Monthly subscriptions — termination effective at the end of the current monthly billing cycle
• Annual subscriptions — termination effective at the end of the current 12-month period

Notice requirements:

• Written notice must be sent to info@cloudify.biz
• Notice must clearly state the intent to terminate
• Notice must specify which Commercial Agreement, by project name or date

• (b)Termination for convenience. The Client may terminate a Commercial Agreement for convenience by giving written notice and paying 100% of any unpaid Setup Fees, Subscription Fees through the end of the current subscription period (after the 30-day notice period), and any fees for Additional Services performed.

• (c)Auto-renewal. Unless either Party gives termination notice as specified above, subscriptions renew automatically: monthly subscriptions for successive one-month periods, annual subscriptions for successive twelve-month periods. Price increases under Clause 5.7 apply to renewed periods.

12.4 Termination for cause

Either Party may terminate a Commercial Agreement immediately on written notice if the other Party:

• (a)Materially breaches this Agreement or the Commercial Agreement and fails to cure the breach within fourteen (14) days of receiving written notice, or
• (b)Becomes insolvent, files for bankruptcy or has a receiver appointed

12.5 Effect of termination

On termination of a Commercial Agreement:

• (a)The Client shall pay all fees and expenses incurred through the termination date
• (b)Cloudify shall cease operation of the applicable Integration
• (c)Cloudify shall provide the Client with a final export of configuration and data mapping documentation, if requested within 30 days
• (d)Clauses that by their nature should survive, including Clauses 6, 9, 10, 12.5, 13 and 14, shall continue in effect
• (e)The Client's licence to use Cloudify's platform and tools shall terminate

12.6 No refunds

Termination of a Commercial Agreement does not entitle the Client to any refund of fees paid for services already performed.

13.1 Suspension of obligations

Neither Party shall be liable for failure or delay in performing its obligations under this Agreement, other than payment obligations, to the extent the failure or delay is caused by events beyond the Party's reasonable control, including but not limited to:

• Acts of God — earthquake, flood, fire, storm or natural disaster
• War, invasion, hostilities, terrorism, civil unrest or riot
• Government actions, laws, regulations or embargoes
• Epidemics or pandemics
• Labour strikes or lockouts
• Failure of telecommunications, internet or cloud service providers
• Failure or delay by third-party platforms or suppliers
• Cyberattacks, hacking or ransomware

13.2 Notice and mitigation

The Party affected by a force majeure event shall:

• (a)Notify the other Party in writing as soon as reasonably practicable
• (b)Use commercially reasonable efforts to mitigate the effects of the event
• (c)Resume performance as soon as the event ceases

13.3 Extended force majeure

If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the affected Commercial Agreement on written notice without liability, except for payment of fees for services performed prior to termination.

14.1 Entire agreement

This Framework Agreement, together with each Commercial Agreement and the DPA, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral.

14.2 Amendments

This Framework Agreement may only be amended by a written document signed by authorised representatives of both Parties.

Cloudify may amend this Framework Agreement by giving the Client ninety (90) days' written notice. If the Client objects to the amendment, the Client may terminate this Agreement effective as of the date the amendment would take effect.

14.3 Assignment

The Client may not assign or transfer this Agreement or any Commercial Agreement without Cloudify's prior written consent.

Cloudify may assign this Agreement or any Commercial Agreement:

• (a)To an affiliate or subsidiary
• (b)In connection with a merger, acquisition or sale of all or substantially all of its assets

14.4 Subcontractors

Cloudify may use subcontractors to perform services under this Agreement, provided that Cloudify remains responsible for their performance.

14.5 Independent contractors

The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship.

14.6 Notices

All notices under this Agreement shall be in writing and delivered:

• (a)By email to the addresses specified in the Commercial Agreement, or as updated by written notice, or
• (b)By registered mail to the addresses set out in the preamble to this Agreement

Notices are deemed received on confirmation of receipt if sent by email, or five (5) business days after mailing if sent by mail.

14.7 Waiver

Failure or delay by either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

14.8 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.9 Counterparts and electronic signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures, including DocuSign, Adobe Sign or similar, have the same legal effect as original signatures.

15.1 Governing law

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

15.2 Dispute resolution process

In the event of any dispute arising out of or relating to this Agreement:

1. Good faith negotiations. The Parties shall first attempt to resolve the dispute through good faith negotiations between senior executives of each Party for a period of thirty (30) days.
2. Mediation. If the dispute is not resolved through negotiation, the Parties shall submit it to mediation administered by a mutually agreed mediator in Copenhagen, Denmark. Each Party bears its own costs of mediation, and the Parties share the mediator's fees equally.
3. Arbitration. If the dispute is not resolved through mediation within sixty (60) days of the request for mediation, it shall be finally resolved by arbitration administered by the Danish Institute of Arbitration (Voldgiftsinstituttet) under its Rules for Expedited Arbitration, unless the Institute determines that the Arbitration Rules should apply based on the complexity and value of the dispute.

The arbitration shall be conducted in Copenhagen, Denmark, in English or Danish as agreed by the Parties or determined by the arbitrator. The arbitrator's decision is final and binding on the Parties.

15.3 Injunctive relief

Notwithstanding the dispute resolution process in Clause 15.2, either Party may seek injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including to protect confidential information or intellectual property rights.

16.1 Client details

The Client is identified in the Commercial Agreement (Quote) accepted by the Client. The Quote specifies:

• Client company name
• Client address
• Client VAT/CVR number
• Client contact person
• Date of acceptance

16.2 Binding on Client

By accepting the Quote, the Client identified therein agrees to be bound by this Framework Agreement.

• Appendix A — Project Agreement Template and Guidelines (attached to quotes)
• Appendix B — Data Dictionary Template
• Appendix C — Client Prerequisites Checklist
• Appendix D — Data Processing Agreement
• Appendix E — Terms and Conditions