Service Level Agreement

This Service Level Agreement ("SLA") describes the service availability, support arrangements, maintenance procedures and incident management applicable to the Qmica SaaS service.

This SLA forms part of the contractual documentation applicable to the Services provided by Qmica B.V., subject to the applicable Agreement.

1.1

Account: the combination of a username and password with which the End User can access the SaaS service.

1.2

Availability: the percentage of the time that the SaaS service is accessible to the End users without

interference, measured outside a Maintenance Windows.

1.3

Appendix: an appendix to this Agreement.

1.4

Data Center: the location where the computer system (hardware and software) for the SaaS service is placed.

1.5

End user (s): the employee (s) of the Client, who is / are enabled by the Client and the suppliers of the Client to use the SaaS service.

1.6

Evaluation: discuss the progress of the project and the cooperation.

1.7

Export: the possibility to export the converted product data in an Excel format.

1.8

Manual: the (online) manual provided by the Supplier with regard to the use of the SaaS service Qmica.

1.9

Main account: the account within the Client with which complaints / claims can be submitted to the Supplier.

1.10

Incident: a total or partial interruption or delay in the accessibility or accessibility of the SaaS service.

1.11

IPR: copyrights, design rights, trademark rights, patent rights, database rights and all other

intellectual property rights or comparable rights, such as rights to know-how or a domain name,

registered or unregistered.

1.12

Office hours: the hours between 9 am and 5 pm on Working Days.

1.13

Supplier: the Party as described above under Parties.

1.14

Maintenance Window: the period of time during which the SaaS service does not have to be available or accessible in connection with Maintenance of the systems.

1.15

Folders: converting Client's product information into market, customer and retail standards included in the SaaS service.

1.16

Mark standard (s): the market standard (s) (such as GS1 and ETIM) included in the SaaS service to which the Client can map, validate and export (product) data.

1.17

Name / logo use: The name and logo of the Client which can be used by the supplier for marketing purposes of the SaaS service Qmica.

1.18

Necessary Maintenance: incidental or unforeseen activities, which in the opinion of the Supplier must be carried out immediately in order to prevent or remedy Incidents.

1.19

Maintenance: Preventive Maintenance or Necessary Maintenance.

1.20

Party: Supplier or Client.

1.21

Preventive Maintenance: performing planned work on the network, hardware or SaaS service to

maintain or improve the quality and availability of the SaaS service.

1.22

Product data: product information as available from the Client

1.23

Client: the Party as described above under Parties.

1.24

Agreement: this agreement with Appendices.

1.25

Retail standard (s): the standard (s) included in the SaaS service to which the Client or its suppliers can map, validate and publish (product) data.

1.26

SaaS Service: the full service provided by the Supplier with regard to the use of the SaaS service via a network, including the hosting of servers in a Data Center, the provision of access to the SaaS service via a website, the Maintenance, and the Support.

1.27

SLA: the Service Level Agreement associated with this Agreement.

1.28

Software: the software and functionalities that are made available to the Client and the End User via the internet or an exclusive network ("web based").

1.29

Qmica: the name of the relevant SaaS service, with which mappings between various data models are recorded and maintained.

1.30

Support: the provision of information and advice about the SaaS service by the Supplier by telephone, e-mail, via a website or by means of a helpdesk during office hours, as well as providing remote assistance in detecting and resolving Incidents.

1.31

Validation: checking and assessing the data after mapping, before export.

1.32

Working days: Monday to Friday, with the exception of official, Dutch, national holidays.

2.1

This SLA contains the agreements between the Supplier and the Client with regard to the Availability, Service Levels, Support and Incident management of the SaaS service.

3.1

The SaaS service is available 24/7 for the end users who have been admitted to the SaaS service by the Client. The Supplier guarantees an Availability of 99%. An interruption or delay in the availability or availability of the SaaS service as a result of Maintenance or force majeure situations, such as a power failure or a network failure, does not count for the calculation of the Availability.

4.1

Access to Support is limited to authorised users who have been designated by the Customer and approved by both Parties.

4.2

Support by the Supplier does not include:

a. services with regard to system configurations, hardware and networks of the Client;

b. structural work, such as defining import definitions and links with third party SaaS service;

c. on-site support;

d. expanding the functionality of the SaaS service at the Client's request;

e. converting files and / or importing backup files;

f. services with regard to external databases of producers other than the Supplier;

g. support for operating and other SaaS services from producers other than the Supplier, which also

includes the SaaS service from third parties that can be started from the SaaS service or connections

to third-party websites;

h. configuration, training, consultancy or other services not expressly described in this Agreement;

i. file fixes where the cause cannot be attributed to the SaaS service;

j. support regarding the network or the internet connection;

k. support for an environment that is not supported according to system requirements.

4.3

If End users make disproportionate use of Support, because they have insufficient knowledge of the systems and the operation of the SaaS service, Supplier can provide Training for these End User (s) in consultation with the Client. The costs of the Training are for the account of the Client.

5.1

Material amendments shall be communicated to the Contractor at least thirty (30) days before taking effect. In connection with Maintenance, the SaaS service may be temporarily unavailable or inaccessible during the following Maintenance Windows:

• On Business Days between 6:00 PM and 7:00 AM
• On weekends: from Friday 6:00 PM to Monday 7:00 AM

5.2. Necessary Maintenance is also possible outside Maintenance Windows. Necessary Maintenance

outside the Maintenance Window is reported at least 1 hour in advance. If possible, a description of the

activities, the duration and a realistic estimate of the effects on the accessibility of the SaaS service

are given. The resolution of highly critical Incidents, which do not tolerate any delay, will be carried out

by the Supplier as soon as possible and without prior notice. A description of the intervention will be

sent to the Client as soon as enough information is available.

5.3. The supplier is free to implement innovations, updates or upgrades to the SaaS service. The Supplier

will inform the Client in time about innovations, updates or upgrades of the SaaS service, if these

innovations, updates or upgrades are relevant for the use of the SaaS service by the Client.

A.22.1

The Contractor may not assign, transfer or otherwise dispose of any rights or obligations under the Agreement without the prior written consent of Qmica.

A.22.2

Qmica may assign or transfer the Agreement, in whole or in part, to an affiliated company, successor entity or purchaser of its business without the Contractor's prior consent.

A.22.3

Qmica shall notify the Contractor of any transfer that materially affects the administration of the Agreement.

A.22.4

The Contractor remains fully responsible for all use of the Services by its Users, employees, contractors, customers and End Users.

A.22.5

Any act or omission by a User, customer or End User shall be deemed to be an act or omission of the Contractor.

A.23.1

The Agreement and any dispute or claim arising out of or in connection with it shall be governed exclusively by Dutch law.

A.23.2

Any dispute arising from or relating to the Agreement shall be submitted exclusively to the competent court of Noord-Holland, location Alkmaar, the Netherlands.

A.23.3

If any provision of the Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

A.23.4

The Parties shall replace any invalid or unenforceable provision with a valid provision that most closely reflects the original commercial intent.

A.23.5

Electronic communications, system logs, audit trails and records maintained by Qmica shall constitute prima facie evidence of communications and transactions relating to the Services.

A.23.6

Unless prohibited by mandatory law, any claim by the Contractor arising out of or relating to the Agreement shall expire twelve (12) months after the date on which the Contractor became aware, or reasonably should have become aware, of the facts giving rise to the claim.

A.23.7

Qmica may identify the Contractor as a customer of Qmica and may use the Contractor's name and logo in customer references, case studies, presentations and marketing materials, unless the Parties have expressly agreed otherwise in writing, including on Qmica's website, sales presentations, partner materials and marketing communications.

A.23.8

These General Terms and Conditions entered into force on 10 June 2026 and replace all previous versions of the General Terms and Conditions of Qmica B.V.

Version: 2026.06

B.1.1

This Module B applies exclusively to Contractors designated by Qmica as Business Partners.

B.1.2

Module B supplements Module A. In the event of any inconsistency between Module A and Module B, Module B shall prevail.

B.1.3

Unless expressly agreed otherwise in writing, all provisions of Module A shall remain fully applicable to Business Partners.

B.2.1

Qmica may authorise a Business Partner to market, resell, implement and support certain Qmica Services.

B.2.2

Nothing in the Agreement shall grant the Business Partner any exclusivity, territorial rights, minimum sales rights or guaranteed revenue.

B.2.3

Qmica remains free to sell its Services directly, indirectly or through other partners at any time.

B.2.4

The Business Partner shall not make any representation, warranty, commitment or undertaking on behalf of Qmica unless expressly authorised in writing.

B.2.5

The Business Partner shall accurately represent the functionality, scope and limitations of the Services.

B.3.1

Each Party shall appoint a primary contact person responsible for the operational management of the partnership.

B.3.2

The Parties shall cooperate in good faith to promote successful implementation and adoption of the Services.

B.3.3

Qmica may provide sales support, implementation support, training materials, documentation and technical guidance at its sole discretion.

B.3.4

The Business Partner shall provide all information reasonably required by Qmica to support prospects, customers and End Users.

B.3.5

The Parties may periodically review commercial opportunities, customer requirements, service developments and partnership performance.

B.4.1

Where the Business Partner offers data mapping, product information management, product publishing or related services to prospective customers, the Business Partner shall actively consider Qmica as a preferred solution provider.

B.4.2

Where a prospective customer or existing customer declines a proposed Qmica-based solution, the Business Partner shall, where commercially reasonable, consult with Qmica before proposing alternative solutions.

B.4.3

Nothing in this Article shall require the Business Partner to act contrary to its legal obligations or the legitimate interests of its customers.

B.5.1

The Business Partner shall ensure that employees involved in the sale, implementation or support of the Services possess sufficient knowledge of the Services.

B.5.2

Qmica may offer training programmes, onboarding sessions, documentation, workshops and certification programmes.

B.5.3

Where Qmica designates training as mandatory for a particular partner level, the Business Partner shall ensure participation by relevant personnel within a reasonable period.

B.5.4

Failure to maintain the required level of training may result in suspension of specific partner benefits or partner status.

B.6.1

The Business Partner may use Qmica trade marks, logos and branding solely for the purpose of promoting the authorised resale of the Services.

B.6.2

All Intellectual Property Rights relating to Qmica branding, logos, trade marks and marketing materials shall remain the exclusive property of Qmica.

B.6.3

The Business Partner shall immediately cease use of Qmica branding upon termination of the Business Partner Agreement.

B.6.4

The Business Partner shall not register, use or attempt to obtain rights in any domain name, trade mark, company name or social media account that may create confusion with Qmica or its Services.

B.7.1

The Business Partner shall remain responsible for its contractual relationship with its End Users unless otherwise agreed in writing.

B.7.2

The Business Partner shall ensure that End Users comply with all applicable terms relating to the Services.

B.7.3

Any breach by an End User that results in damage, liability or claims against Qmica shall be deemed a breach by the Business Partner.

B.7.4

The Business Partner shall indemnify Qmica against claims arising from agreements between the Business Partner and its End Users.

B.8.1

Unless otherwise agreed, first-line support shall be provided by the Business Partner.

B.8.2

Qmica may provide second-line or third-line support in accordance with the applicable SLA and partner arrangements.

B.8.3

The Business Partner shall use the Qmica Support Portal for support requests, service incidents and operational communication.

B.8.4

Qmica reserves the right to communicate directly with End Users where necessary for service continuity, security, compliance or operational reasons.

B.9.1

Unless otherwise agreed in writing, the Business Partner Agreement shall be concluded for an indefinite period.

B.9.2

Either Party may terminate the Business Partner Agreement by giving three (3) months' written notice.

B.9.3

Qmica may terminate the Business Partner Agreement with immediate effect if:

a. the Business Partner materially breaches the Agreement;

b. the Business Partner damages the reputation of Qmica;

c. the Business Partner infringes Qmica's Intellectual Property Rights;

d. the Business Partner becomes insolvent, enters bankruptcy proceedings or ceases business operations.

B.9.4

Termination of the Business Partner Agreement shall not affect any existing customer agreements, licence agreements or payment obligations unless expressly agreed otherwise.

B.9.5

Upon termination, the Business Partner shall:

a. cease representing itself as a Qmica Business Partner;

b. cease using Qmica branding and marketing materials;

c. return or destroy confidential information upon request;

d. cooperate in an orderly transition of customers where reasonably requested.

B.9.6

Acts performed after termination shall not constitute a renewal or continuation of the Business Partner Agreement unless expressly agreed in writing by both Parties.

B.9.7 Change of Control

Qmica may terminate the Business Partner Agreement, in whole or in part, with immediate effect upon written notice, without any obligation to pay compensation, damages, goodwill or any other form of reimbursement, in the event of a merger, acquisition, change of control, sale or transfer of shares, sale of all or a substantial part of its business activities or assets, corporate restructuring, or any similar transaction involving Qmica or any affiliated company.

The Business Partner acknowledges and agrees that such termination shall be deemed a reasonable and necessary consequence of the relevant transaction and shall not give rise to any claim against Qmica.