Terms of Service

1.1 Agreement Overview

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "you", "your") and ArchiFM Operation Zrt. ("ArchiPM-Nexus", "Provider", "we", "us", "our"), governing your access to and use of: - ArchiPM-Nexus SaaS Platform – cloud-based property and facility management software - ArchiPM-Nexus On-Premise Software – self-hosted property and facility management software - Professional Services – implementation, consulting, support, and managed services This Agreement incorporates by reference: - Privacy Policy - Data Processing Agreement (DPA) - Service Level Agreement (SLA) - Acceptable Use Policy (AUP) - Any Order Forms, Statements of Work (SOW), or Service Orders executed by both parties

1.2 Acceptance

By accessing or using any ArchiPM-Nexus service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization. If you do not agree to these Terms, you must not access or use our services.

1.3 Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes that adversely affect your rights, we will provide at least 30 days' prior notice via email or through the platform. Your continued use of the services after the effective date of modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you may terminate this Agreement before the changes take effect by contacting us at legal@archipm.com.

3.1 Service Models

ArchiPM-Nexus offers three distinct service models: (a) SaaS Platform (Cloud-Based) - Multi-tenant or single-tenant cloud-based property and facility management platform - Access via web browser and/or mobile application - Provider-managed infrastructure within the European Union - Automatic updates and new features included - Support as per SLA (b) On-Premise Software (Self-Hosted) - Licensed software for installation on Customer's own servers and infrastructure - Direct installation and local network access - Customer-managed infrastructure - Version updates provided per maintenance agreement (c) Professional Services - Consulting, implementation, integration, training, and managed services - SLA-Based Managed Services: Fixed monthly fee with defined service levels - Man-Day Based Services: Pre-purchased man-day credits with monthly drawdown - Scope as defined in individual Statements of Work (SOWs)

3.2 Service Selection

Customer may subscribe to one or more service models. Each service model is governed by the applicable sections of this Agreement.

4.1 Account Creation

To access the SaaS Platform, Customer must create an account by providing accurate and complete information, including: - Company name and legal entity details - Contact person name, email, and phone number - Billing information - Number of Users and desired subscription tier

4.2 Account Security

Customer is responsible for: - Maintaining the confidentiality of account credentials - Restricting access to authorized Users only - Ensuring all Users comply with these Terms - Notifying Provider immediately of any unauthorized access or security breach

4.3 User Management

Customer may add, remove, or modify Users through the platform administration interface, assign roles and permissions, and set up single sign-on (SSO) if available. Provider reserves the right to limit the number of Users based on the subscription tier, suspend or terminate accounts for violations, and require additional verification for high-risk accounts.

4.4 Eligibility

Customer represents and warrants that: - It is a legally registered business entity - It has the authority to enter into this Agreement - It will comply with all applicable laws and regulations in its use of the Services

5.1 SaaS Platform License

Subject to Customer's compliance with these Terms and payment of Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the SaaS Platform during the Subscription Term, solely for Customer's internal business purposes, in accordance with the Documentation and any usage limits specified in the Order Form.

5.2 On-Premise Software License

Subject to Customer's compliance with these Terms and payment of Fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable license to install, use, and execute the On-Premise Software, solely for Customer's internal business purposes, in accordance with the Documentation and Attachment A. Installation Rights: - Production servers for live business operations - One (1) backup or disaster recovery environment - Test/development environments (up to two (2) instances) Additional installations require a separate license or written approval from Provider. Backup and Archival: Customer may make one (1) backup copy of the On-Premise Software for archival and disaster recovery purposes only.

5.3 Professional Services License

Professional Services are provided on a service basis and do not convey any license to Provider's intellectual property except as explicitly stated in a SOW. Deliverables created specifically for Customer may be licensed or assigned per the applicable SOW.

5.4 License Restrictions

Customer shall NOT: - Reverse engineer, decompile, or disassemble the Services (except as permitted by EU Software Directive 2009/24/EC) - Copy or modify the Services except as necessary for authorized use - Remove or alter any proprietary notices, labels, or markings - Use the Services for any illegal purpose or in violation of any applicable laws - Share login credentials or allow unauthorized access - Use the Services to build a competitive product or service - Publish benchmark tests or performance comparisons without Provider's prior written consent - Sublicense, resell, rent, or lease access to the Services - Use the Services in a service bureau or hosting arrangement for third parties - Circumvent any usage limits, access controls, or technical restrictions - Access the Services from embargoed countries or by sanctioned parties

5.5 Third-Party Components

The Services may include third-party software, libraries, or components licensed to Provider. Such components are subject to their own license terms. In the event of a conflict between these Terms and a third-party license, the third-party license governs for that specific component only.

5.6 Open Source Software

If the On-Premise Software includes open source components, they are provided under their respective open source licenses. Nothing in this Agreement restricts Customer's rights under applicable open source licenses.

6.1 Fee Structure

SaaS Platform Fees are based on subscription tier, number of Users, subscription term, and data storage. Fees are billed in advance monthly or annually. On-Premise Software fees include 3 twin systems: the Customer's production system, the Customer's test system, and a developer test system that supports troubleshooting. The on-premise fee structure may differ significantly from SaaS fees. Professional Services Fees: - SLA-Based Managed Services: Fixed monthly fee with defined service levels - Man-Day Based Services: Pre-purchased credits, valid 12 months, monthly drawdown, dedicated expert, unused credits expire at end of validity period

6.2 Invoicing and Payment Terms

- Invoicing: Invoices issued according to the billing schedule in the Order Form or SOW - Payment Due Date: For SaaS subscriptions, at activation when paid by credit card; 8 days for bank transfer. For on-premise systems, 15 days for bank transfer. - Payment Methods: Bank transfer, credit card, or other methods specified - Currency: EUR or HUF, as specified in the Order Form - Taxes: Fees are exclusive of VAT and other applicable taxes; Customer is responsible for all taxes except taxes on Provider's net income

6.3 Late Payment

- Interest: Overdue amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower - Suspension: Provider may suspend access if payment is more than 15 days overdue, after 10 days' prior notice - Collection Costs: Customer is responsible for reasonable collection costs, including legal fees

6.4 Fee Adjustments

- Annual Increases: Provider may increase Fees by the publicly available CPI increase of the country of use, upon 30 days' prior notice - Usage Overage: Additional usage beyond Order Form limits is billed at specified rates - Additional Services: Services not covered by the Order Form or SOW are billed at standard rates

6.5 Refunds

- SaaS Platform: No refunds for partial Subscription Terms, except as required by law or stated in a trial/money-back policy - On-Premise Software: License fees are non-refundable after delivery - Professional Services: Pre-paid man-day credits are non-refundable but may be transferred to another SOW within the validity period

7.1 SaaS Platform Availability

7.2 On-Premise Software Support

For On-Premise Software with active maintenance: - Software Updates: Minor updates and patches included; major upgrades may require additional fees - Bug Fixes: Critical bugs fixed within SLA timeframes; non-critical in next release - Technical Support: Email and phone support during business hours (CET, Mon–Fri, 9:00–17:00) - Security Patches: Critical patches within 72 hours of discovery

7.3 Professional Services SLA (Managed)

7.4 Professional Services (Man-Day Based)

7.5 Support Exclusions

Support does not cover issues caused by: - Customer's misuse, negligence, or unauthorized modifications - Third-party software, hardware, or network issues - Force majeure events - Customer's failure to follow Documentation or security best practices

8.1 Data Ownership

- Customer Data: Customer retains all ownership rights, title, and interest in and to Customer Data - Provider IP: Provider retains all ownership rights, title, and interest in and to the Services, including all intellectual property rights

8.2 Data Processing

Provider processes Customer Data solely for the purpose of providing the Services, in accordance with the Privacy Policy, the Data Processing Agreement (DPA), and applicable data protection laws, including GDPR.

8.3 Data Security

Provider implements appropriate technical and organizational measures: - Encryption: TLS 1.3 for data in transit; AES-256 for data at rest - Access Controls: RBAC, multi-factor authentication (MFA) - Network Security: Firewalls, intrusion detection/prevention systems - Physical Security: EU-based data centers with certified physical security - Employee Training: Regular security awareness training - Incident Response: Documented data breach response plan

8.4 Data Breach Notification

- Regulatory Notification: Provider will notify the competent supervisory authority within 72 hours (GDPR Article 33) - Customer Notification: Provider will notify affected customers without undue delay (typically 24–48 hours) - Cooperation: Provider will cooperate fully with customers in their internal incident response

8.5 Data Portability and Export

Customer may: - Export Data: Download Customer Data in standard formats (CSV, JSON, XML) at any time - API Access: Access Customer Data via API (subject to rate limits and subscription tier) - Post-Termination Access: Export Customer Data for up to 30 days after termination

8.6 Data Deletion

Upon termination or at Customer's request: - Provider will delete or anonymize Customer Data within 90 days - Provider will provide a written certificate of deletion upon request - Exceptions: Backup data (per backup retention policy), data required for legal compliance

9.1 Provider Intellectual Property

Provider owns and retains all rights, title, and interest in and to the Services (including all software, algorithms, and technology), Documentation, trademarks, and any improvements or derivative works. Nothing in this Agreement transfers ownership of Provider's intellectual property to Customer.

9.2 Customer Intellectual Property

Customer owns and retains all rights, title, and interest in and to Customer Data, Customer's trademarks, and any customizations or configurations created by Customer (subject to Section 5.4 restrictions).

9.3 Feedback and Suggestions

By providing Feedback, Customer grants Provider a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate the Feedback into the Services. No obligation to compensate Customer for Feedback.

9.4 Professional Services Deliverables

For Professional Services, deliverables are treated as follows: - Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property - Custom Deliverables: Ownership defined in the applicable SOW - Option A (Customer Ownership): Customer owns; Provider receives a license - Option B (Provider Ownership): Provider owns; Customer receives a perpetual, non-exclusive license - Option C (Joint Ownership): As explicitly agreed in the SOW If the SOW does not specify, Option B (Provider Ownership) applies by default.

9.5 Third-Party IP Indemnity

Provider will defend Customer against third-party claims that the Services infringe intellectual property rights, subject to exclusions (Customer Data, unauthorized modifications, combination with non-Provider products). Remedies: obtain a license, modify the Services, or terminate and refund prepaid fees. Customer must promptly notify Provider of any claim.

10.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is marked as confidential or reasonably understood to be confidential. Includes: business plans, customer lists, pricing, technical information, trade secrets, and Customer Data. Confidential Information does NOT include information that: is or becomes publicly known through no breach; was known before disclosure; is independently developed; is rightfully received from a third party without restriction; or is required to be disclosed by law.

10.2 Obligations

Receiving Party shall: - Use Confidential Information only for purposes of this Agreement - Protect with at least the same degree of care as its own confidential information - Not disclose to third parties except to employees/contractors with a need to know - Notify Disclosing Party promptly of any unauthorized use or disclosure

10.3 Duration

Confidentiality obligations survive for 5 years after termination of this Agreement, except for trade secrets, which are protected indefinitely.

10.4 Data Protection

Notwithstanding the above, Customer Data is governed by the data protection provisions in Section 8 and the Privacy Policy.

11.1 Provider Warranties

Provider warrants that: - It has the right to grant the licenses and provide the Services - The Services will materially conform to the Documentation during the Subscription Term - Professional Services will be performed in a professional and workmanlike manner - The Services will not contain malware, viruses, or other malicious code at delivery

11.2 Customer Warranties

Customer warrants that: - It has the right to provide Customer Data and authorize its processing - Customer Data does not infringe any third-party rights or violate any laws - It will use the Services in compliance with this Agreement and applicable laws

11.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT: - THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" - PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT - PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE - PROVIDER DOES NOT WARRANT THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS

11.4 Beta and Experimental Features

Beta Features: - Are provided "as is" without warranty - May not be subject to the same testing as production features - May be changed or discontinued at any time - Are not covered by SLA commitments - Should not be used for critical business operations

12.1 Exclusion of Consequential Damages

EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND BREACHES OF CONFIDENTIALITY: - NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES - THIS INCLUDES LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL - EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

12.2 Liability Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED: - For SaaS Platform: The fees paid in the 12 months preceding the event - For On-Premise Software: The fees paid in the 12 months preceding (or the license fee) - For Professional Services: The fees paid for the specific SOW under which liability arises Exceptions: Customer's payment obligations, breaches of confidentiality, indemnification, gross negligence/willful misconduct, personal injury/death, and fraud.

12.3 Basis of Bargain

THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN AND THAT, WITHOUT SUCH LIMITATIONS, THE FEES WOULD BE SUBSTANTIALLY HIGHER.

13.1 Provider Indemnity

Provider will defend, indemnify, and hold harmless Customer from third-party claims arising from: - Allegations that the Services infringe intellectual property rights - Provider's gross negligence or willful misconduct - Provider's breach of confidentiality obligations - Personal injury or death caused by Provider

13.2 Customer Indemnity

Customer will defend, indemnify, and hold harmless Provider from third-party claims arising from: - Customer Data infringing intellectual property rights or violating laws - Customer's use of the Services in violation of this Agreement or laws - Customer's gross negligence or willful misconduct - Customer's breach of confidentiality obligations - Personal injury or death caused by Customer

13.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of any claim, cooperate in the defense, and not settle without consent. The indemnifying party shall have sole control of the defense and settlement, keep the indemnified party informed, and not admit liability without consent.

14.1 Subscription Term

- Initial Term: As specified in the Order Form (typically 12, 24, or 36 months) - Renewal: Automatically renews for successive 12-month periods unless either party gives 60 days' prior notice - Price Increases: Upon renewal, Fees may increase per Section 6.4

14.2 Termination for Convenience

- SaaS Platform: Customer may terminate with 30 days' notice (for multi-year commitments an early termination fee applies, equal to the remaining obligation and due within 30 days of termination) - On-Premise Software: License fees non-refundable; maintenance cancellable with 30 days' notice - Professional Services: Either party may terminate a SOW with 30 days' notice; prepaid fees for unused services refundable pro-rata

14.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: - Materially breaches this Agreement and fails to cure within 30 days of notice - Becomes insolvent, files for bankruptcy, or ceases business operations - Violates applicable laws or regulations in connection with the Services

14.4 Effect of Termination

Upon termination: - Access Ceases: Customer's right to access and use the Services terminates - Payment Obligations: Customer must pay all outstanding Fees through the termination date - Data Export: Customer may export Customer Data for up to 30 days after termination - Data Deletion: Provider will delete Customer Data per Section 8.6 - Confidentiality: Confidentiality obligations survive per Section 10.3 - Other Provisions: Sections 8–13, 14.4–14.6, and 15 survive termination

14.5 Suspension

Provider may suspend Customer's access if: - Customer is in material breach (after 10 days' notice) - Customer fails to pay Fees when due (after 10 days' notice) - Suspension is necessary to protect the security or integrity of the Services - Required by law or regulation

14.6 Assignment

- Customer: May not assign without Provider's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets (with 30 days' prior notice) - Provider: May assign without Customer's consent in connection with a merger, acquisition, or sale of substantially all assets (with 30 days' prior notice)

15.1 Governing Law and Jurisdiction

- Governing Law: Hungary, without regard to conflict of law principles - Jurisdiction: Exclusive jurisdiction is the courts of Budapest, Hungary - UN Convention: The CISG does not apply

15.2 Dispute Resolution

- Negotiation: Parties will attempt to resolve disputes through good-faith negotiation for 30 days - Escalation: If unresolved, disputes escalated to senior management - Litigation: If still unresolved, either party may pursue litigation in the courts of Budapest

15.3 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, government actions, internet/telecommunications failures, power outages, and epidemics/pandemics. The affected party must notify promptly and mitigate.

15.4 Notices

All notices regarding legal and contractual matters must be made in writing. The Provider's legal team contact: legal@archipm.com, ArchiFM Operation Zrt., 1031 Budapest, Záhony utca 7., Hungary. Notices are deemed received: email when sent (business hours) or next business day; postal mail 5 business days after mailing.

15.5 Severability

If any provision is found invalid, illegal, or unenforceable, the remaining provisions remain in full force. The invalid provision will be modified to the minimum extent necessary to make it valid.

15.6 Waiver

Failure to enforce any provision is not a waiver. Waivers must be in writing and signed by the waiving party.

15.7 Entire Agreement

This Agreement, including all attachments, Order Forms, SOWs, and incorporated policies, constitutes the entire agreement and supersedes all prior or contemporaneous agreements.

15.8 Order of Precedence

In case of conflict: 1) Order Forms/SOWs, 2) These Terms, 3) Attachments (A, B, C), 4) Privacy Policy and DPA, 5) Acceptable Use Policy, 6) Documentation.

15.9 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

15.10 Publicity

Neither party may issue press releases or public statements about the other without prior written consent, except as required by law or stock exchange regulations.

15.11 Export Compliance

Customer represents that it is not located in an embargoed country, is not on any sanctions list, will comply with export control laws, and will not use the Services for prohibited end uses.

15.12 Anti-Corruption

Both parties will comply with applicable anti-corruption laws, including the Hungarian Criminal Code, U.S. FCPA, UK Bribery Act, and OECD Anti-Bribery Convention.

15.13 Language

This Agreement is written in English and Hungarian. In case of any discrepancy, the Hungarian version shall prevail.

15.14 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, including electronic signatures, each deemed an original and all together constituting one agreement.

A.1 License Scope

- Licensed Software: ArchiPM-Nexus On-Premise Software, version specified in Order Form - Licensed Users: As defined in Order Form (named, concurrent, or enterprise) - Licensed Locations: Customer's registered offices and data centers worldwide - Permitted Use: Internal business operations only

A.2 Installation and Deployment

- Production: One (1) production installation - Backup/DR: One (1) backup or disaster recovery installation (passive) - Test/Dev: Up to two (2) test/development installations - Virtualization: Software may be installed on virtual machines

A.3 Maintenance and Updates

- Minor Updates: Included in annual maintenance fee (e.g., v2.1 to v2.2) - Major Upgrades: May require additional fees (e.g., v2.x to v3.0) - Security Patches: Critical patches within 72 hours - End of Support: Each major version supported for minimum 5 years from release

A.4 Audit Rights

- Frequency: Once per 12 months with 30 days' prior notice - Scope: Verification of licensed user counts and installation instances - Method: Self-certification preferred; on-site only if reasonable suspicion - Overage: Priced at contract rates; Customer has 30 days to cure

A.5 Source Code Escrow (Optional)

For mission-critical deployments, source code escrow is available with a neutral third-party escrow agent. Release conditions: Provider bankruptcy, product abandonment, or sustained failure to support. Annual verification of escrow deposit. The Customer is responsible for paying the escrow agent fee.

B.1 Service Availability Commitments

B.2 Uptime Calculation

Uptime % = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) × 100 Exclusions: Scheduled maintenance (48h notice, outside business hours), customer-caused downtime, force majeure, third-party failures, and customer's network/internet issues.

B.3 Incident Severity Levels

B.4 Service Credits (SaaS Platform)

Credits must be requested within 30 days. Total credits capped at 100% of monthly fee. Credits are sole remedy (except material breach). Customer may terminate for chronic failure (3 consecutive months below 99.0%).

B.5 Professional Services SLA (Managed)

B.6 SLA Reporting

Provider will provide monthly reports including: actual uptime percentage, number of incidents by severity, average response and resolution times, explanation of SLA misses, and service credit calculations.

C.1 Man-Day Credit Pool

- Purchase: Customer purchases a pool of man-days (e.g., 10, 20, 50 days) - Validity: Credits valid for 12 months from purchase date - Transfer: Credits may be transferred between SOWs within the same organization - Expiration: Unused credits expire at end of validity (no refund, no carryover unless agreed)

C.2 Man-Day Definition

- Standard Man-Day: 8 hours of work (1 hour lunch excluded) - Partial Days: Minimum increments of 2 hours (0.25 days) - Overtime: Beyond 8 hours/day or outside business hours may require premium rates (1.5x)

C.3 Scheduling and Coordination

- Advance Notice: Services must be scheduled at least 3 business days in advance - Dedicated Expert: Provider assigns dedicated expert contact(s) per SOW - Cancellation: 24 hours' notice without charge; later cancellations incur 50% of day rate

C.4 Monthly Drawdown

- Usage Reporting: Provider provides monthly report of man-day usage - Drawdown Limit: No maximum monthly drawdown (subject to resource availability) - Invoicing: Monthly invoice for actual man-days used, drawn from credit pool - Overage: If pool exhausted, additional days billed at standard daily rate

C.5 Daily Rates

Daily rates are calculated on a custom-quote basis, subject to annual review. Rates are exclusive of VAT.

C.6 Deliverables and Acceptance

- Deliverables: As defined in each SOW or task assignment - Acceptance: Customer has 5 business days to review and accept - Revisions: One (1) round included; additional revisions at standard rates - Ownership: Per Section 9.4 (default: Provider ownership with Customer license)