Frends General Terms and Conditions
Version 2.0 - 09.01.2026

General

The Agreement governing the use of the Frends Platform consist of these Frends General Terms and Conditions (“General Terms”), the Data Processing Agreement (“DPA”), the Security Description, the applicable Order Form, and the appendixes of the Order Form (“together the Agreement”).

The Customer accepts this Agreement either by opening an account or otherwise accessing the Frends Platform or executing an Order Form referencing these General Terms. If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to this Agreement. If the individual accepting this Agreement does not have such authority, or does not agree with this Agreement, such individual must not accept this Agreement and may not use the Platform. By accessing or using the Platform; or signing an Order Form, Customer acknowledges that Customer has read, understands, and agrees to be bound by this Agreement. The effective date of this Agreement (”Effective Date”) shall be the date on which Customer accepts this Agreement by one of the methods stipulated above.

Definitions

Additional Features mean optional functionalities, modules, or enhancements made available within or in connection with the Platform and the chosen Tier that are not part of the core functionality. These may include certain AI-features, API portal, add-on components, or other tools designed to extend or complement the Platform’s capabilities.

Additional Services mean pre-bundled services packages such as trainings, or other minor services identified as such in the Order From, provided in connection with the Platform.

Affiliate means any natural or legal person which controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means the aggregate ownership of more than fifty percent (50 %) of the beneficial interest, or the power to direct or cause the direction of management or policies of the entity.

Beta Features means features, which have not been made generally available, including early access and limited access features. The definition Beta Features includes also features provided to Customer free of charge. Beta Features are Beta Features until specific general availability release notes for such features are published Frends.

Community Component means any components on the Platform, which are created by the user community of the Platform, and which are identified as “community created”.

Customer means the customer entity registering to use the Services or the customer entity set out in the Order Form, including its Affiliates, as applicable, and entering into this Agreement with Frends.

Customer Data means any data that is owned or controlled by the Customer and provided to Frends for the purpose of delivering the Services. Customer Data may include personal data. Customer Data also encompasses any data recorded in Frends’ log files as a result of the Customer’s configurations, where such configurations have been implemented by the Customer.

Customer Solution Support Means any support services provided in relation to Customer’s own solutions, configurations, integrations, or customizations that are built on, extend, or interact with the Frends Platform. Customer Solution Support is not included in the scope of Product Support Services and may be provided separately as Professional Services, subject to a separate Professional Services agreement.

Delivery Form means a written document executed by the Parties under the Frends Professional Services Terms and Conditions as a separate agreement that authorizes Frends to provide Professional Services and/or Customer Solution Support to Customer.

Documentation means the user guidance and instructional materials describing the functionality and features of the Platform to support Customer in using the Platform. This includes all publicly available content at https://docs.frends.com. The Documentation (including any information and materials contained therein) is provided for informational purposes only and does not form part of this Agreement.

Error means a material deviation of the Platform from what has been set out in the Documentation and/or in the Platform and Additional Features Description due to a reason solely attributable to Frends.

Frends means Frends Technology Oy, and its Affiliates to the extent they participate in providing the Services.

Frends Back-Ups means the data collected from the use of Platform, including and limited to the Customer’s integration configuration and monitoring data, for which Frends takes back-ups as further described in the Platform and Additional Features Description.

Frends Professional Services Terms and Conditions mean the terms and conditions governing the delivery of Professional Services. Together with the Delivery Form, they form a separate agreement.

Intellectual Property Rights mean patents (including utility models), design patents, and designs (whether capable of registration), chip topography rights and other like protection, copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing respectively.

Non-paid subscription means the time period following the expiry of the Trial Period during which Customer shall be able to access and use the Platform with limited features free of charge.

On-Prem-Platform means any components of the Platform deployed the on the Customer’s premises or environment, or any other environment or cloud not hosted and controlled by Frends, or any parts thereof in case of a hybrid-setup, as specified in the Order Form, installed to Customer’s environment in machine-executable object code without access to the respective source code.

Party means either Frends or Customer and Parties mean Frends and Customer together.

Platform means the cloud-hosted Frends platform provided as a service, and its applicable Tier and Additional Features as described in the Platform and Additional Features Description. The definition Platform also includes the definition On-Prem-Platform to the extent that (i) the technical and functional context of the relevant section permits such inclusion, and (ii) the provisions of Section 2.4 applicable solely to the On-Prem-Platform do not conflict with or contradict the provisions applicable to the Platform.

Product Support Services means the support and maintenance services provided by Frends in relation to the Frends Platform, including assistance with general technical guidance concerning the standard functionality of the Frends Platform as further described in the Product Support Description. Product Support Services do not include Customer Solution Support, such as configurations, integrations, or customizations built on top of or using the Frends Platform, nor do they cover third-party systems, environments, or infrastructure operated by the Customer. Customer Solution Support is ordered under a separate Professional Services agreement.

Professional Services mean professional services provided by Frends as Customer Solution Support, projects, integration as a service offering, or otherwise as agreed by Parties under a separate Professional Services agreement. Professional Services are provided under a separate Delivery Form subject to the Frends Professional Services Terms and Conditions and not under these General Terms and Conditions.

Order Form means written or electronic document, and its appendixes, entered into between Customer and Frends or Customer and Reseller pursuant to which Customer has purchased the Services. The scope of the order, commercial details, effective date and term of each separate order are specified in the applicable Order Form. The Order Forms and any attachments thereto will form an inseparable part of this Agreement.

Services mean the Platform, Additional Features, Product Support Services, and Additional Services. Professional Services are not provided nor classified as Services under this Agreement.

SLO means service level objective applicable to the Tier chosen by Customer as further described in the Platform and Additional Features Description.

Reseller means the authorized reseller of Platform as identified in the Order Form. Reseller may also be deemed as Customer within the meaning set out in this Agreement, if it acts in a manner that fulfils the definition of Customer as described in Section 1.1.

Tier means a defined level of service or usage scope within the Platform, which may include limitations or entitlements related to capacity, performance, support, or available features as further described in the Platform and Additional Features Description. Each Tier may grant access to different sets of functionalities, including core services and Additional Features, subject to applicable terms and pricing. The applicable Tier is agreed in the Order Form and it may be changed during the term of the Order Form by contacting Frends.

Third-Party Material means any material, software, or services provided by a third party in connection with the Platform, including components, libraries, tools, or integrations that are not developed or owned by the Parties, and are; i) not incorporated into or bundled with the Platform by Frend or; ii) are optional for the use or functionality of the Platform.

Trial Period means a predetermined period of time defined in the Order Form during which Customer shall have the right to use the Platform with limited features as provided by Frends solely for Customer's internal evaluation in a non-commercial environment and excluding any general production use.

Web Site means Frends’ web site available at frends.com and for Documentation, docs.frends.com.

1. Platform

1.1. Frends will provide the Platform to Customer substantially as set out in the Documentation, and Platform and Additional Features Description. Unless set out to the contrary, the Platform is supplied on an "as is" and "as available" basis without any guaranteed SLOs. Any SLOs are applicable based on the ordered Tier. A failure to comply with any SLO shall not be construed to be a breach of this Agreement but may give the Customer the right to receive a compensation as applicable to the Tier ordered. Such compensation shall be the Customer's sole remedy and Frends' sole liability as regards any non-compliance with any SLOs. In the event Customer notifies Frends about an Error, which Frends cannot substantially fix within thirty (30) days, or in a commercially reasonable manner, the Customer may, as an exclusive remedy, terminate the applicable Order Form and Frends will issue a refund for any unused pre-paid fees following the effective date of the termination.

1.2. As a cloud-based service, the Platform is inherently updated from time to time by Frends to maintain and improve functionality, performance, and security. If a change made by Frends has material adverse effect on the Platform or the agreed SLOs (if any), Frends shall inform the Customer of such change at least thirty (30) days before the effective date of the change. In such a case the Customer shall have the right to terminate the contents of the relevant Order Form affected by the change subject to a thirty (30) days' written notice. The termination notice must be delivered to Frends in writing prior to the effective date of the change.

1.3. Frends shall always have the right, but shall have no obligation, to make such changes to the Services that (a) concern or relate to the production environment of the Services and do not have a material adverse effect on the Services or the agreed SLOs (b) are necessary to prevent any data security risk to the Services, or (c) result from applicable laws or from a court or administrative order. The Customer shall not have the right to terminate any Order Form due to any such changes.

1.4. Frends is responsible for taking and storing the Frends Back-Ups as further described in the Platform and Additional Features Description. Frends shall, however, bear no responsibility for the legality, accuracy, non-infringement, or content of any Customer Data possibly included in the Frends Back-Ups.

2. Additional Features, On-Prem-Platform, Frends AI Terms and Third-Party Material

2.1. Additional Features made available within the Platform are not included in the scope of any agreed SLOs unless explicitly stated otherwise in the relevant Order Form. Additional Features may be subject to separate terms, pricing, or activation requirements as described at the Web Site, in the Platform and Additional Features Description or an Order Form.

2.2. Trial periods and non-paid subscriptions are governed solely by this Section. If a trial period is agreed, Frends grants Customer a limited, non-commercial license to use the Platform for internal testing and evaluation, excluding production use. The Products are provided “as is” and “as available” during the trial period, with no SLO or other warranties or liability exceeding 100 EUR. The trial period lasts 30 days unless otherwise agreed, and Frends may restrict access and terminate the trial period at any time due to any reason without any liability. If no commercial agreement is reached, the trial period converts to a non-paid subscription which Frends may terminate at any time without any liability. Free-of-charge licenses for institutions are separately agreed and not considered non-paid subscriptions.

2.3. The Customer uses Beta Features and Community Components in its sole discretion and at its own risk. Beta Features and Community Components may not be as reliable or as available as the Platform. Beta Features and Community Components may be removed or changed at any time without notice and may not reach general availability status, i.e. similar status as the Platform. Frends will have no liability arising out of or in connection with the Beta Features or Community Components.

2.4. On-Prem-Platform shall be provided by Frends upon execution of this Agreement and receipt of the applicable fees. Frends shall provide Customer with access to download or otherwise receive the On-Prem-Platform and any accompanying Documentation. Customer is solely responsible for installing and configuring the On-Prem-Platform on its own infrastructure, unless the Parties agree that Frends will provide the installation as Professional Services under a separate agreement. On-Prem-Platform specific Documentation may contain system requirements for the installation and use of the On-Prem-Platform. For clarity, the On-Prem-Platform differs from the cloud-hosted Platform in that Frends does not provide hosting, infrastructure management, automated scaling, or continuous deployment services for the On-Prem-Platform. Additionally, certain features or functionalities available in the cloud-hosted Platform—such as real-time monitoring, automatic updates, or integrated backup and recovery—may be limited, require separate configuration by the Customer, or be unavailable in the On-Prem-Platform. Frends shall not be responsible for the performance, availability, or security of the On-Prem-Platform once delivered to Customer if not specifically otherwise agreed under a separate Professional Services agreement. Customer shall not reverse engineer, disassemble, or decompile the On-Prem-Platform, or attempt to do any of the foregoing, except to the extent expressly permitted by applicable law despite of this limitation. If such measures are permitted by law to achieve interoperability between the On-Prem-Platform and third-party software, Customer must request Frends for the necessary information. Only if Frends does not provide the necessary information may Customer take such measures.

2.5. Frends AI terms

a. The Customer acknowledges and agrees that the AI embedded in the Services (“Frends AI”), which is offered through Frends by Microsoft, is a tool for the use of which the Customer shall be solely responsible and liable. Neither Frends nor Microsoft can monitor or control the Customer's use of the Frends AI, or the Customer’s compliance with the Artificial Intelligence Act (Regulation (EU) 2024/1689, “AI Act”) and the General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”) in relation thereto. Consequently, the Customer shall be solely responsible and liable for ensuring that its use of the Frends AI is fully compliant with the AI Act and the GDPR, as amended from time to time.

b. The Customer acknowledges and agrees that, under no circumstances will Frends give any representations or warranties, express or implied, that the Frends AI is error-free or that it will not make mistakes. The Customer shall be solely responsible for any results obtained through the use of the Frends AI by Customer, as well as for any conclusions, actions and omissions by the Customer based on the aforementioned.

c. The Customer shall be solely responsible for the data provided to the Frends AI by the Customer and its personnel, and acknowledges and agrees to comply with the terms for processing of said data of Azure and Microsoft (including those outlined in the following link: https://learn.microsoft.com/en-us/legal/cognitive-services/openai/data-privacy?tabs=azure-portal), as applicable.

d. Frends undertakes to comply with the applicable laws and regulations under the AI Act in its own use of AI. Additionally, Frends undertakes to adhere to Microsoft's best practices for responsible AI usage.

e. Under no circumstances shall Frends be liable to the Customer for any damages, whether direct, special, indirect, incidental, consequential, punitive, reliance, or exemplary, arising from or related to the unlawful use of the Frends AI by the Customer or its personnel, even if Customer had been advised of the possibility of such damages.

2.6. Customer hereby also acknowledges that if any Third-Party Material is delivered to Customer pursuant to this Agreement, such Third-Party Material shall be exclusively subject to the terms and conditions of the of the third-party in question. The third-party-terms are either provided to Customer directly by the third-party, or through pop-up-windows in the user interface of the Platform. Frends shall not be liable for the performance, availability, accuracy, or any other aspect of such Third-Party Material, nor for any damages arising from its use.

3. Product Support Services and Additional Services

3.1. The Platform is provided with standard support channel with responses provided on a best-effort basis without any guaranteed service levels. Frends shall use commercially reasonable efforts to correct, at no additional charge, any reproducible errors reported by the Customer or identified by Frends. The correction of the error by Frends as defined in this Section shall be the sole remedy for Customer regarding errors in the Frends Platform if the applicable Tier does not allow for further compensation.

3.2. The Customer may elect to order optional Product Support Services and/or Additional Services. Descriptions of these services are set out in the Product Support Description and the Platform and Additional Features Description, respectively. If the Customer has ordered Product Support Services with applicable service levels, the Product Support Services shall be provided in accordance with such agreed service levels. A failure to comply with any service level shall not, however, be construed to be a breach of this Agreement, but may give the Customer the right to receive a compensation set out in the Product Support Description. Such compensation shall be the Customer's sole remedy and Frends' sole liability as regards any non-compliance with any service levels.

3.3. Frends shall provide the standard support channel, Product Support Services, and Additional Services with reasonable skill and care in accordance with this Agreement.

4. Fees and Payment Terms

4.1. The applicable fees and pricing, including usage volume and Tier-based variables, are defined in the Order Form.

4.2. Customer shall pay all Service fees due to Frends monthly in arrears unless otherwise specified in the applicable Order Form. The usage volumes of the Platform during each calendar month are summarized at the end of the calendar month and the total fee for that month shall be based on those volumes. All fees paid are non-refundable.

4.3. Service fees are due thirty (30) days net from the date of the invoice unless otherwise specified in the applicable Order Form. Customer shall be responsible for providing Frends with complete and accurate billing and contact information, including VAT Number, and for notifying Frends of any changes in relation thereto without undue delay. Unless otherwise agreed in writing, all payments shall be made in Euro. Interest on overdue payments shall accrue monthly at the lower of 2 %, or the maximum rate permitted by the EU Late Payment Directive (2011/7/EU), chargeable from the date such payment was due until the date when Frends receives the payment in full.

4.4. The fees and prices for the Platform, its usage volumes, and Tier levels shall automatically increase on each anniversary of the Effective Date of this Agreement. The increase shall be the higher of (i) six percent (6%) or (ii) the percentage increase of the Harmonised Index of Consumer Prices (HICP, overall index for the Euro area, Eurostat series code ICP.M.U2.N.000000.4.ANR) (or, if discontinued, a comparable successor index) published for the preceding twelve (12) month period. Such adjustments shall take effect automatically without the need for further notice.

4.5. All rates and fees are set out without value added tax (VAT) or any other applicable sales tax, which shall be added to the rates and fees in accordance with the then-applicable tax laws and regulations. If any withholding taxes apply to payments made by the Customer to Frends, the Customer shall either gross up the payment so that Frends receives the full amount due or provide valid documentation enabling Frends to claim a corresponding tax credit in Finland. If Frends is legally required to pay or collect taxes for which the Customer is responsible, including penalties or interest, such amounts shall be invoiced to and paid by the Customer, unless the Customer provides a valid tax exemption certificate at the time of ordering.

4.6. Frends may review the Customer’s actual usage of Services against the quantities purchased (“True-Up”) at any time. If the usage exceeds the purchased capacity, the Customer shall purchase additional capacity to cover the excess. Frends will issue a new Order Form for the additional quantities, which will align with the term of the existing Order Form. The Customer agrees to pay for the excess usage in accordance with the agreed payment terms.

5. General Obligations of the Customer

5.1. The Customer shall perform its obligations under this Agreement with due care, professional skill, and in a timely manner. This includes completing agreed tasks, making necessary decisions, and contributing to the delivery of the Services in all areas under its control or influence. The Customer is responsible for providing accurate and sufficient written information and instructions needed for Frends to perform its duties.

5.2. The Customer is solely responsible for maintaining all infrastructure, connections, software, environments, equipment, and other resources necessary to access and use the Services. Frends shall not be liable for any loss, disruption, or data issues arising from the Customer’s resources, equipment, systems or services. By using the Services, the Customer warrants that it has obtained all necessary rights and consents to transmit and process Customer Data. The Customer is solely responsible for the accuracy, legality, and quality of the Customer Data and its use, including all Customer generated configurations relating to processing of the Customer Data. The Customer also warrants that it has obtained and will maintain all necessary rights, licenses, and consents to transmit, process, and use the Customer Data through the Services.

5.3. Customer may allow its and its Affiliates’ employees, agents, and consultants who are necessary for Customer’s business operations (“Authorized Users”) to use the Platform. Customer shall ensure all Authorized Users’ compliance with this Agreement and be responsible for such Authorized Users’ use of the Platform. If a Customer Affiliate would like to use the Services for its separate business operations, unless otherwise agreed by Frends in writing, it will purchase the Services separately by executing an Order Form that incorporates by reference this Agreement, and in each such case, all references in this Agreement to Customer shall be deemed to refer to such Customer Affiliate for purposes of such Order Form(s). Each such Order Form is a separate contract between Frends and the applicable Customer Affiliate.

5.4. The Customer shall be responsible for ensuring that its Authorized Users maintain their user names and passwords (“identifiers”) diligently and do not disclose them to third parties. The Customer undertakes to inform Frends without delay if any identifier has been revealed to a third party or if the Customer has a reason to suspect misuse of an identifier. The Customer shall change the identifier required for the use of the Services upon written request of Frends if necessary due to data security risk to the Services.

5.5. Customer confirms that, Customer complies with International Sanctions applicable to them, and that they or their end customers are not subject to International Sanctions, nor act on behalf of private or legal persons subject to International Sanctions. Customer undertakes to notify Frends immediately if Customer becomes aware of any circumstances that violate the above Customer’s confirmation, upon which event Frends shall have the right, at its sole discretion, to terminate this Agreement (or any part of it) and/or all provision of Services with immediate effect. “International Sanctions” refer to sanctions, financial sanctions, import or export bans, trade embargoes or other restrictions imposed, administered, recognized or enforced by the Republic of Finland, the United Nations, the European Union, the United States of America, the United Kingdom or their competent authorities or governing bodies or administrative freezing of funds imposed by the Finnish National Bureau of Investigation.

5.6. Customer is not entitled to make any alterations, modifications, or changes to the Services. Any violation of this restriction shall render any warranties and responsibilities null and void and entitles Frends to terminate the licenses granted. In addition, if any third-party not specifically authorized in writing by Frends, has made any alterations, modifications or changes to the Services, any responsibility of Frends, including any and all warranties, shall automatically become null and void.

6. Security and Personal Data

6.1. Frends has built in data security protections in accordance with industry standards (ISO 27001). An overview is available at the security description at: https://frends.com/legal/security (“Security Description”) which describes the appropriate technical and organizational measures that Frends has implemented to ensure the security, privacy and confidentiality of Customer Data. Frends has defined security incident management policies and procedures and will notify Customer without undue delay after becoming aware of Data Breach. “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored, or otherwise processed. Frends will take remedial steps pursuant to its security incident management policies and procedures that are necessary and reasonable to identify and remediate the cause of such Data Breach.

6.2. If Frends processes personal data on behalf of Customer and the processing is subject to the EU General Data Protection Regulation (2016/679, the GDPR), unless a separate data processing agreement is entered into between Frends and Customer, the following DPA (located at https://frends.com/legal/dpa) shall be incorporated into this Agreement, which governs the obligations of the Parties in relation to processing the personal data. In case of any inconsistency or discrepancy, the DPA or the separate data processing agreement shall prevail over other documents forming this Agreement.

6.3. Each Party shall (i) comply with all applicable data protection and security laws, including GDPR; (ii) be responsible for the security of its own systems and networks, with neither Party liable for the general communications network or disturbances beyond its control; (iii) protect its environments and use of the Services against data security threats in accordance with customary procedures and take necessary measures to prevent risks or remove disturbances, including blocking transmissions or removing malicious software; and (iv) promptly notify the other Party of any suspected non-conformity with applicable laws and cooperate to remedy such issues,

6.4. Customer shall be responsible for ensuring that it or its Authorized Users do not transmit viruses or malware to the Services or otherwise use the Services in a manner that may cause disruptions, harm or damages to data security or to Frends in general. Customer shall be responsible for making appropriate back-up copies of Customer Data and data files and for verifying the functionality of such back-up copies. Frends shall in no way be liable for any deletion of or failure to store or process any Customer Data.

7. Suspension of Access to the Services

7.1. Frends may suspend Customer’s and/or their Authorized Users’ access to the Services, in whole or in part, without prior consultation, if: (i) Frends suspects misuse, breach of this Agreement, or actions causing harm or risk to the Services or other users; (ii) suspension is required for maintenance, severe security risks, legal or regulatory compliance, or Force Majeure; (iii) Customer fails to pay any overdue amount within ten (10) days of written notice; (iv) Frends suspects unauthorized use of Customer’s identifiers; or (v) the Services are used for unlawful activities as reasonably deemed by Frends. Frends will notify Customer of the suspension and its expected duration as soon as reasonably possible. Any suspension of Customer’s and/or their Authorized Users’ access to and use of the Services in accordance with this Section shall not have an effect on Customer’s responsibility to pay the applicable fees in accordance with the Order Form.

8. Intellectual Property Rights

8.1. All rights, title and interest, including all Intellectual Property Rights in and to the Services, and any changes thereto shall belong exclusively to Frends or its licensors. Except for the express license to use the Platform granted to the Customer under and in accordance with the terms and conditions of this Agreement, the Customer shall have no and shall not by virtue of this Agreement obtain any rights, license or interests in and to the Services or any Intellectual Property Rights pertaining thereto.

8.2. Subject to the terms of this Agreement, and the Customer’s full payment of applicable fees, Frends grants the Customer a limited, non-exclusive, non-transferable right to use the Platform during the term of this Agreement. This right is granted solely for the internal operations of the Customer. The Customer shall be solely responsible for its use of the Platform including any breach of this Agreement by the Customer, or any of its Authorized Users. All licenses granted to the Customer under this Agreement shall terminate upon the termination of this Agreement for any reason.

8.3. Customer is not entitled to transfer, assign or sublicense its right to use the Platform or resell or in any other way distribute the Platform to any third-party without Frends’ prior written approval. Customer further acknowledges and agrees that the Services may not be accessed for any benchmarking, comparative or competitive purposes.

8.4. Customer retains all Intellectual Property Rights in and to the Customer Data and Customer’s materials (such as environment descriptions and other information as may be needed to provide Services) provided by Customer to Frends in relation to the provision of the Services. Customer grants to Frends a limited license to use such Customer Data and materials to the extent necessary for providing the Services. Customer shall be responsible for Customer Data and materials and for ensuring that Customer Data or materials do not infringe any third-party rights or violate any legislation in force from time to time.

9. Indemnification

9.1. Frends shall defend Customer against all claims alleging that the Platform (excluding the Customer Data and other artifacts created or produced by Customer or any third party) infringes the Intellectual Property Rights of a third party, provided that Customer (i) notifies Frends promptly in writing of such claims and actions; (ii) permits Frends to have sole control over the defence or settle the claims and actions; and (iii) gives Frends all reasonable information and assistance available and the necessary authorizations. Frends shall pay all damages that are finally awarded to a third party by a competent court, provided that Customer has acted in accordance with the foregoing.

9.2. If it is established that, or if in the justified opinion of Frends, the Platform infringe any of the above-mentioned rights of a third party, Frends shall at its own expense either: (a) obtain the right of continued use of the Platform, or (b) replace the infringing parts of the Platform, or (c) modify the Platform in order to eliminate the infringement. If none of the aforesaid options are available to Frends on commercially reasonable terms, Customer shall cease to use the Platform.

9.3. Frends shall, however, not be liable if the claim for infringement: (a) results from an alteration of the Platform made by Customer or made on behalf of Customer; (b) results from use of the Platform in a manner that violates this Agreement or the Documentation, or the instructions given to Customer by Frends; (c) results from the use of the Frends Products in combination with any Third-Party Material; (d) results from compliance by Frends with Customer’s instructions; or (e) is based on any information, technology, materials or data (or any portions or components of the foregoing) not created or provided by Frends.

9.4. This Section 9 states Frends’ entire liability with respect to infringement of third-party Intellectual Property Rights.

9.5. Customer shall defend, indemnify, and hold harmless Frends, its Affiliates, and their respective officers, directors, agents, and employees from any liabilities, claims, and expenses awarded by a court or agreed in settlement with an unaffiliated third party, arising from or relating to: (i) any claim that Customer Data infringes or misappropriates a third party’s intellectual property or violates applicable law; or (ii) Customer’s or its Authorized Users use of the Services in breach of this Agreement, Documentation, or applicable law.

10. Confidentiality

10.1. “Confidential Information” means any non-public information relating to a Party’s (the “Disclosing Party”) technology, pricing or business disclosed under or in connection with this Agreement to the other Party (the “Receiving Party”) that is at the time of disclosure indicated by the Disclosing Party to be “confidential” or “proprietary,” or under the circumstances, a person would reasonably assume to be confidential or proprietary information of the Disclosing Party.

10.2. During the term of this Agreement, and for a period of five (5) years following the expiration or termination of this Agreement, the Receiving Party shall maintain the confidentiality of the Confidential Information using at least the same degree of care that such Party uses to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Neither Party shall use or disclose to any third party any Confidential Information without the prior written consent of the Disclosing Party, except as specifically contemplated herein, or other than to its or its Affiliate’s employees or agents who are part of its personnel and who need to know the Confidential Information for their performance of this Agreement. Such employees and/or agents shall be bound by confidentiality obligations substantially similar to the ones stipulated herein and the Receiving Party shall be fully responsible towards the Disclosing Party for its employees’ or agents’ breach of these confidentiality obligations. The Receiving Party may only use Confidential Information for the purposes of this Agreement.

10.3. The foregoing restrictions shall not, however, apply to information or material that:

a. has been independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information;

b. is generally available or has become publicly known through no breach of this Section by the Receiving Party;

c. has been rightfully received by the Receiving Party, without obligation of confidentiality, from a third party authorized to make such disclosure;

d. has been approved for release in writing by the Disclosing Party; or

e. was known by the Receiving Party without any obligation of confidentiality related thereto prior to receipt of the same from the Disclosing Party.

10.4. Furthermore, the disclosure by the Receiving Party of the Confidential Information shall not be considered a breach of this Section to the extent that such Confidential Information is required to be disclosed pursuant to a law, decree, or other order issued by the authorities or judicial order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, assists in obtaining an order to protect the information from public disclosure and will only disclose that portion of Confidential Information that is legally required to be disclosed.

10.5. Except as may be necessary to be retained by legal or archival requirements, external accounting standards, or regulatory requirements, each Party shall cease using the Confidential Information received from the other Party and all Confidential Information within any copies and records shall be promptly returned or destroyed by the Receiving Party, at the Disclosing Party’s discretion and request (i) upon the Disclosing Party’s written request thereof, (ii) upon any written notice of termination of this Agreement by either Party, or (iii) when the Party no longer needs the Confidential Information in question.

10.6. Notwithstanding anything to the contrary, the Receiving Party shall not be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with reasonable disaster recovery procedures, provided that such archived copy will remain subject to these confidentiality obligations.

10.7. For the avoidance of doubt, Frends shall be entitled to use the professional skills and experience acquired in connection with this Agreement.

11. Limitation of Liability

11.1. The total aggregate liability, including possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, of each Party towards the other Party during a calendar year relating to or arising out of this Agreement shall not exceed ten thousand (10 000) euros or three hundred percent (300 %) of the amount corresponding to the average monthly fee payable by Customer for the Services, whichever is lower.

11.2. Neither Party shall be liable for indirect or consequential damages, such as loss of profits, interruption of business, anticipated savings, loss or alteration of data or the cost of substitute goods or services.

11.3. The limitations of liability set forth in this Section shall not apply to damages caused by willful misconduct or gross negligence or due to breach of confidentiality obligations.

12. Term and Termination

12.1. This Agreement shall become effective on the Effective Date and shall remain in force until further notice, and it may be terminated by either of the Parties by giving a three (3) months’ written notice to the other Party if not specifically agreed otherwise in an Order Form. The period of notice shall be calculated from the last day of the month during which the notice of termination was given.

12.2. Notwithstanding anything to the contrary, each Party shall be entitled to terminate this Agreement, wholly or in part, with immediate effect by written notice to the other Party if:

a. the other Party is materially in breach of the terms and conditions of this Agreement. If the breach is capable of being remedied, this Agreement may be terminated only if the Party in breach has not rectified its breach within thirty (30) days after receiving a written notice thereof.

b. the other Party suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (otherwise than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of such other Party’s business or if an administration order is made in respect of such other Party. In addition, Frends reserves the right to require the Customer to pay fees in advance for any ongoing or future Services if the Customer applies for, enters or becomes subject to a corporate restructuring process or similar proceedings under applicable law. The Customer shall comply with any such requirement for advance payment as a condition for the continued provision of Services.

12.3. Frends shall also be entitled to terminate this Agreement, wholly or in part, with immediate effect, if Frends has suspended Customer’s access to the Services pursuant to Section 7 and Customer has not demonstrated to the Frends’ satisfaction within twenty (20) days from Frends’ suspension notice that it has used the Services in conformity with this Agreement.

12.4. All rights to use the Services shall cease upon termination or expiration of this Agreement and Customer shall forthwith delete any software components (if any) included therein and stored in its own systems. Upon the termination of this Agreement for any reason, any fees owed by the Customer until the effective date of the termination shall become due.

12.5. If not instructed otherwise in writing by the Customer and unless legally required to keep the Customer Data stored in the Platform and Frends Back-Ups, Frends shall delete and destroy such Customer Data the latest within ninety (90) days of the termination of the Agreement or after the maximum data retention period permitted by the relevant technology. Frends will keep the Customer Data stored in the Platform and in the Frends Back-Ups available for download by the Customer during the termination period and thereafter if and as reasonably requested by Customer in writing.

13. Other Terms

13.1. This Agreement constitutes the entire agreement with respect to Customer’s access to and use of the Services. Frends’ obligations regarding the Services are governed solely by this Agreement pursuant to which they are provided. In the event of discrepancy between this Agreement and the Order Form, the text of the Order Form shall prevail. For clarity, these General Terms shall prevail over any Customer general terms and conditions which may have been referenced in the Customer’s standard template order form or purchase order.

13.2. Except as expressly provided herein, neither Party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, and any warranties arising out of course of dealing, course of performance or use of trade to the maximum extent permitted by applicable law. The Services are provided to Customer strictly on an "as is” basis. Frends shall have no responsibility for determining that Customer's proposed use of the Services complies with applicable laws and regulations in Customer's jurisdiction(s). Customer acknowledges and agrees that Frends is not engaged in providing legal, accounting, tax, or financial services or advice. No advice or information, whether oral or written, provided by Frends will create any warranty or condition not expressly stated in this Agreement.

13.3. Neither Party shall be liable for delays or damages caused by an impediment beyond its reasonable control that could not have been foreseen or avoided at the time of entering into this Agreement (“Force Majeure”). Such impediments include, but are not limited to, acts of war, hostility, sabotage, natural disasters, electrical or telecommunication outages not caused by the affected Party, government restrictions, and industrial actions (including strikes, lock-outs, or boycotts), even if the affected Party is a target or party to such action. A Force Majeure event affecting a subcontractor shall also release the Party from liability if substitution would result in unreasonable cost or delay. The affected Party shall notify the other Party without delay of the occurrence and termination of a Force Majeure event and use reasonable efforts to mitigate its effects. For clarity, this does not relieve either Party from following normal disaster recovery procedures or Customer’s obligation to pay for the Services.

13.4. Frends may use Customer’s name, and primary trademark or logo (“marks”) as a reference in its public marketing activities. Unless otherwise agreed in writing, Frends shall not have any other right to use the Customer’s marks, and any permitted use shall comply with the reasonable written instructions provided by the Customer. If Customer objects to any use of its marks by Frends, Frends shall without undue delay cease the use of the marks on its website and to the extent commercially feasible, from its marketing materials, and will obtain consent for any future use of the marks.

13.5. Neither Party shall be entitled to assign this Agreement to a third party without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Frends shall, however, have the right to assign this Agreement in connection with a sale or transfer of its business or a relevant part thereof. Notwithstanding, unless otherwise agreed, each Party shall have the right to subcontract its obligations under this Agreement. Each Party shall be liable for the performance of its subcontractors as for its own.

13.6. Frends shall have the right to update this Agreement at its sole discretion. Frends shall notify the Customer of material updates. Should the Customer not accept the updated Agreement, the Customer shall have the right to terminate this Agreement by a written notice to Frends, effective as of the effective date of the update of this Agreement. Continuous use of the Services after the update’s effective date will be deemed as acceptance of the updated Agreement.

14. Governing Law and Forum

14.1. This Agreement shall be governed by and construed in accordance with the substantive laws of Finland, excluding its choice of law provisions and the Sale of Goods Act (355/1987), and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.2. Any dispute, controversy or claim arising out of or relating to Agreement, or the breach, termination or validity thereof should primarily be resolved through negotiations between the Parties. If no settlement is reached, the matter will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator. The Arbitration will be held in Helsinki, Finland, in the English language, unless both Parties are domiciled in Finland in which case the arbitration will be held in the Finnish language.

14.3. Notwithstanding anything set out in Section 14.2 above, Frends shall have the right to claim unpaid fees in any competent public court.

15. Previous Versions

DPA

Frends iPaaS DPA v1.0.2

Service Descriptions*

*as of January 9th 2026 the Service Description(s) are available only as attached to an Order Form.

Frends General Terms and ConditionsVersion 2.0 - 09.01.2026