These are the Online Subscription Terms for the VEMCO Analytics Solution — software, hardware and services. They apply to orders placed online via vemcogroup.com, including through the Vemco Solution Advisor, and to orders confirmed by written Order Confirmation. They are attached to every Order Confirmation.

Version 1.29. Vemco Group A/S, CVR 32 07 62 11, Røde Banke 77, 7000 Fredericia, Denmark. Questions: contact@vemcogroup.com or +45 76 22 11 46. Package prices are published on our pricing page.

PART A — HOW THE AGREEMENT IS FORMED

A.1 Scope. These Online Subscription Terms (the "Terms") govern orders for the VEMCO Analytics Solution placed online via vemcogroup.com (including the Vemco Solution Advisor) or otherwise confirmed by Vemco by written order confirmation.

A.2 Order & Order Confirmation. The Customer places an order specifying, as applicable: the software packages and quantities (devices, shops, locations), the hardware model (Purchase or HaaS rental), any optional support plans, the HaaS billing frequency, the business review cadence, and delivery details. The agreement between Vemco and the Customer (the "Agreement") is concluded when Vemco issues its written order confirmation (the "Order Confirmation"). The Order Confirmation, these Terms and the Schedules together form the Agreement; no signature is required.

A.3 Business customers only. The Service is offered to business customers only. By placing an order, the Customer confirms that it is acting in the course of its trade or business and not as a consumer.

A.4 Acceptance of the Terms. By placing an order, and in any event by taking delivery of or using the Service, the Customer accepts these Terms. The version of the Terms attached to (or referenced in) the Order Confirmation applies to the order. The Customer’s own purchasing terms do not apply, even if referenced in the order or a purchase order.

A.5 Order of precedence. In the event of conflict, the documents apply in the following order (highest first): the Order Confirmation; these Terms (Part B); Schedule 1 (Service Description & Software Packages); Schedule 2 (Service Levels & Support); Schedule 3 (Hardware Terms); Schedule 4 (Data Processing Agreement); Schedule 5 (Security & Compliance Documentation); Schedule 6 (Insurance Certificates); Schedule 7 (Fees & BOQ); Schedule 8 (Contracting Entities & Jurisdiction).

A.6 Key commercial terms (summary). For ease of reference: initial term 12 months with automatic 12-month renewals and 12 months’ termination notice (Clause 7); software subscription fees invoiced 12 months in advance, payable within 30 days (Clause 8); HaaS rental per Schedule 3.3 (36-month minimum per unit, 3 × monthly deposit, billing every 6 or 12 months in advance); Customer Data remains the Customer’s property (Clause 9). The full terms in Part B prevail over this summary.

PART B — MASTER TERMS

1. Definitions

"Agreement" means the Order Confirmation, these Master Terms and all Schedules.

"Customer Data" means all data collected by the Equipment or otherwise submitted to, generated by or stored in the Platform on behalf of the Customer, including counting data, occupancy data, tracking data, uploaded content, configurations, dashboards and reports.

"Documentation" means Vemco’s user guides, technical documentation and online help for the Platform, as updated from time to time.

"Equipment" means the sensors, IoT devices and associated hardware listed in the BOQ (Schedule 7), whether purchased or rented.

"Platform" / "Service" means the VEMCO Analytics Solution as a cloud-hosted software service, including the subscribed software packages (Schedule 1), hosting, maintenance and support.

"Service Commencement Date" means the date on which data access is established for the first installation location, following calibration and validation.

"Subscription Year" means each consecutive 12-month period commencing on the Service Commencement Date or its anniversary.

"Users" means the Customer’s employees, agents and contractors authorised to use the Platform.

2. The Service

2.1 Vemco shall provide the Platform, the subscribed software packages and related hosting, maintenance and support during the Term, materially in accordance with Schedule 1, Schedule 2 and the Documentation.

2.2 Hosting & data residency. The Platform is hosted on redundant infrastructure on Amazon Web Services (AWS). For Customers in the EU/EEA, hosting takes place in the AWS Frankfurt region (Germany). For Customers in countries whose laws require local data residency, Vemco shall host the Customer’s environment in a local AWS region within that country, provided AWS is available there; where no local AWS region is available, the parties shall agree on the nearest compliant region in the Order Confirmation. All Customer Data is stored exclusively within Vemco’s hosting environment, save for digital floorplans under VemMaps, which are hosted by Vemco’s mapping licensor per Clause 3.6.

2.3 Collected data can be accessed via the Platform from the Customer’s own IT equipment and/or, where VemFusion is subscribed, via API integration to the Customer’s Business Intelligence (BI), POS or ERP systems.

2.4 Vemco shall keep the Platform updated throughout the Term and may introduce new features, tools and hardware options that improve functionality, accuracy and analytics. Updates shall not materially degrade the functionality of the subscribed packages.

2.5 Delivery follows Vemco’s standard onboarding journey: order confirmation and technical alignment; pre-configuration and quality check of all devices; global shipping through traceable logistics partners; onsite installation by certified installers or local partners with remote technical support; calibration and data validation before go-live; software configuration and customer onboarding by a Customer Success Manager; custom dashboards and reporting; and ongoing business optimisation.

2.6 Service continuity. Vemco shall not discontinue a subscribed package during a Subscription Year for which fees have been paid. If Vemco discontinues a material feature of a subscribed package, Vemco shall give at least 6 months’ prior written notice and provide substantially equivalent functionality at no additional charge. Vemco maintains a public status page (status.vemcogroup.com) showing current availability, maintenance and incident history.

2.7 On-premise deployment (exceptional). The Service is provided as SaaS. Vemco’s SaaS environment undergoes annual independent penetration testing and continuous vulnerability scanning (Clause 12.2) and requires no server maintenance by the Customer. Self-hosted (on-premise) deployment is available only in exceptional cases — typically governmental bodies, financial institutions or comparable organisations with mandatory self-hosting requirements — and only under a separate On-Premise Addendum agreed in the Order Confirmation, covering as a minimum: licence-key and deployment controls (named servers and sites), the Customer’s sole responsibility for the security, availability and maintenance of the hosting environment, delivery and mandatory application of updates, audit rights per Clause 17.3, and adjusted fees. Absent such an addendum, the Service is provided exclusively as SaaS.

3. Subscription & Licence

3.1 Subject to payment of the applicable fees, Vemco grants the Customer a non-exclusive, non-transferable, worldwide right during the Term to access and use the Platform and the subscribed packages for the Customer’s internal business purposes, for the number of devices, shops and locations stated in the Order Confirmation.

3.2 The Customer shall not, and shall not permit any third party to: (a) sell, resell, sublicense or make the Service available to third parties except to Users; (b) copy, modify or create derivative works of the Platform; (c) reverse engineer or attempt to extract source code, except to the extent permitted by mandatory law; (d) use the Service to build a competing product; or (e) circumvent usage limits or security controls.

3.3 Expansions (co-terming). Package tiers, features and add-ons are described in Schedule 1. The Customer may at any time add devices, licences, locations or packages by a written expansion order — an updated Order Confirmation, a new Order Confirmation referencing this Agreement, or an email confirmation exchanged between the parties. No new signature of these terms is required; the expansion is governed by this Agreement. Additional fees are invoiced pro rata for the remainder of the current Subscription Year, so that all subscriptions share the same renewal date, and thereafter renew and are invoiced together with the existing subscription annually in advance. An expansion does not restart the Term or extend the notice period for existing subscriptions; HaaS units added by expansion have their own 36-month minimum rental period per unit from commissioning (Schedule 3.3). Downgrades take effect from the start of the next Subscription Year.

3.4 Proof of Concept (PoC). The parties may agree in the Order Confirmation that an order is a Proof of Concept with a limited scope (locations, sensors, duration) and a one-off PoC fee. For PoC orders: (a) no minimum term applies — including the 36-month HaaS minimum — and either party may end the PoC with 30 days’ written notice; (b) the PoC fee is invoiced when data flow is active for the PoC locations and is payable within 30 days; (c) sensors are provided on rental terms (Schedule 3.3, minimum period excepted) unless purchased; (d) the standard service levels (Schedule 2) and, where the conditions of Clause 5 are met, the accuracy commitment apply during the PoC; (e) if the Customer proceeds to a full roll-out within 6 months of the end of the PoC, the PoC fee is credited against the roll-out fees, and if the Customer buys out the PoC equipment, the rental fees paid during the PoC are deducted from the equipment purchase price; and (f) if not converted or extended, the PoC ends automatically at the end of the agreed PoC period and rented equipment is returned per Schedule 3.

3.5 Affiliates, franchisees & group structures. Where agreed in the Order Confirmation, the Customer’s affiliates or franchisees may order under the Agreement; each such order forms a separate agreement between Vemco and the ordering entity on the terms of this Agreement, and the Customer is not liable for the obligations of its affiliates or franchisees (nor they for the Customer’s) unless expressly agreed. The Platform supports parent/child account structures: the Customer (parent) may be granted visibility of data across the group at aggregated, regional or location level, while each local entity (child) accesses only the data collected from its own locations, subject to the local entity holding the required permissions for its locations.

3.6 VemMaps — mapping technology. The Platform includes Vemco’s own proprietary mapping and tracking visualisations — including 2D tracking maps, metric maps and heatmaps displaying sensor data — which are Vemco’s intellectual property under Clause 17 and are not subject to the remainder of this Clause 3.6. In addition, VemMaps’ advanced capabilities — interactive 2D & 3D maps, full building and asset digitalisation and wayfinding, with sensor data displayed on the maps via SDK integration — are powered by industry-leading third-party indoor-mapping technology licensed by Vemco under an enterprise (white-label) arrangement and integrated into the Platform. The following terms apply only to that third-party functionality and the digital floorplans, where VemMaps is subscribed: (a) Digitalisation authority. The Customer represents that it owns or rents the properties to be digitised, that it is authorised to have the floorplans digitised, and it authorises storage of the digital floorplans on the mapping provider’s servers located in Canada and the United States; the data-residency commitments in Clauses 2.2 and 11.3 apply to all other Customer Data. Floorplans contain building-layout data, not personal data. (b) Materials. The Customer grants Vemco and its mapping licensor the right to use floorplans, drawings and related materials provided by the Customer to create, maintain and update the digital maps, including improving the automated digitisation software; the Customer warrants it has the rights to provide such materials. (c) Licence restrictions. Map functionality and floorplans may be accessed only through the Platform for the Customer’s internal business use; the Customer shall not distribute floorplans or map functionality on a standalone basis, remove proprietary notices, circumvent security, interfere with the mapping software, or reverse engineer, decompile, disassemble or create derivative works of it, and shall ensure its Users comply. (d) Ownership. The mapping software and all works generated by it remain the property of Vemco’s licensor; the Customer receives, upon termination, the floorplans of its own properties in a standard file format (e.g. geoJSON/IMDF). Feedback on map functionality may be used by Vemco and its licensor without restriction. (e) No direct licensor liability. Vemco’s mapping licensor has no direct responsibility or liability to the Customer, its affiliates or Users; the Customer’s sole recourse regarding VemMaps is against Vemco under this Agreement, and Vemco’s licensor is an intended third-party beneficiary of this Clause 3.6, entitled to enforce it. (f) Support. All support for VemMaps is provided by Vemco per Schedule 2. (g) VemMaps Connect. Where the Customer’s own existing mapping workspace is displayed in the Platform (VemMaps Connect), the Customer warrants that it is entitled to grant Vemco API access to that workspace, remains responsible for its own mapping subscription and the fees for it, and acknowledges that Vemco is not responsible for the availability of the Customer’s mapping service; if the Customer’s own mapping subscription lapses or access is revoked, map display in the Platform is suspended while the Platform subscription fees continue unchanged. (h) Tiers & minimum terms. VemMaps Data, Complete and Connect are add-ons requiring an active platform subscription; VemMaps Solo may be provided standalone where offered. VemMaps Complete carries a minimum term of 36 months per Location; termination of a Location before the end of its minimum term follows Clause 7, and the fees for the remainder of the minimum term remain due.

4. Equipment — Purchase or Rental

4.1 The Customer selects the hardware model in the order (as stated in the Order Confirmation): Purchase, Rental (Hardware-as-a-Service) or Rent-to-Own. The detailed terms for the models, including warranty, replacement, risk and return, are set out in Schedule 3.

4.2 Purchase. Title to purchased Equipment passes to the Customer upon payment in full. Risk passes upon delivery. Purchased Equipment carries the manufacturer’s warranty as passed through by Vemco (Schedule 3).

4.3 Rental (HaaS). Rented Equipment remains the sole property of Vemco at all times and is serviced by Vemco throughout the rental. The Customer shall not sell, pledge, encumber or part with possession of rented Equipment, and shall return it in accordance with Schedule 3 upon termination. Defective rented units are replaced by Vemco free of charge under normal use. The HaaS commercial terms — minimum rental period, deposit and billing frequency — are set out in Schedule 3.3.

4.4 Product quality. Vemco only supplies quality products designed to last for years. All sensor models offered by Vemco are stress-tested in-house and validated in real operating environments before being released for sale.

4.5 Installation, cabling, calibration and commissioning are charged per the Order Confirmation / BOQ (Schedule 7). Data access for each location is established once installation and calibration for that location are completed and validated.

4.6 Technology selection. Vemco works with the latest sensor and IoT technologies and continuously aims to source the best, most precise and most reliable technologies on the market, so that the Customer receives reliable and accurate data at all times. Vemco determines which sensor types and models best fit the project. Sensor types and models may vary from location to location due to coverage field, ceiling height and mounting conditions, the requested solution, and the availability of newer, improved models — in each case released for sale per Clause 4.4.

4.7 Firmware & hardware lifecycle. Vemco maintains and updates the Equipment’s firmware frequently with the latest tested firmware versions, remotely where possible; the Customer shall not block or delay such updates. For rented Equipment (including Rent-to-Own during the Rental Term), Vemco may at its discretion and at no cost to the Customer replace units with equivalent or better models of any brand to maintain performance and accuracy; such replacement does not affect the agreed fees. For purchased Equipment, firmware maintenance is provided during the warranty period or under an Annual Maintenance Contract, and hardware replacement takes place under warranty or by separate agreement.

5. Accuracy & Performance Commitment

5.1 Solution design. Vemco advises on sensor selection, quantity, placement and mounting so that the solution is designed to achieve a counting accuracy of minimum 96%. Vemco’s objective is that the data delivered — and the decisions the Customer makes on the basis of that data — are correct.

5.2 Conditions. The accuracy commitment in this Clause 5 applies only where: (a) the solution design (sensor models, quantities and placement) has been advised or approved by Vemco; and (b) installation and calibration have been performed by Vemco or a Vemco-certified partner. If the Customer chooses its own sensor models or installation design against or without Vemco’s advice, or uses non-certified installers, the accuracy commitment does not apply to the affected locations.

5.3 Verification. Accuracy is verified through a validation test conducted over a period of 24 hours per measuring point, during which sensor data is compared against validated reference counts. A maximum deviation (error rate) of 10% is permitted in the validation test.

5.4 Remediation — Vemco-supplied and Vemco-installed sensors. Where the affected sensors were sold or rented by Vemco AND installed by Vemco or a Vemco-certified partner, and the permitted deviation is exceeded, Vemco shall, at no additional cost and in the following order: (a) recalibrate the affected sensors; (b) if the deviation persists, advise on and carry out repositioning of the affected sensors; and (c) if the deviation still persists after repositioning, replace the affected sensors. Repetition of the validation test follows each remediation step.

5.5 Chargeable calibration & validation work. Remediation under Clause 5.4 is included only for sensors both supplied (sold or rented) by Vemco and installed by Vemco or a Vemco-certified partner. In all other cases — including sensors supplied by the Customer or third parties, or installed by non-certified installers — any recalibration, repositioning, re-validation or other accuracy-related work is performed on a time & material basis at Vemco’s then-current hourly rates. Furthermore, any calibration or data validation requiring human resources beyond the initial commissioning and the included remediation under Clause 5.4 — for example Customer-requested re-calibration, re-validation following site changes, or manual data validation — is charged at Vemco’s then-current hourly rates or per written quotation.

5.6 The remediation steps in Clause 5.4 constitute the Customer’s sole and exclusive remedy for failure to meet the accuracy commitment. Accuracy depends on site conditions remaining materially unchanged; structural changes, relocations or environmental changes at a location after validation may require re-validation, which is charged per the Order Confirmation (Clause 5.5).

6. Customer Obligations

6.1 The Customer shall: (a) provide safe and timely access to installation sites, power and network connectivity as reasonably specified by Vemco; (b) use the Service in accordance with the Agreement, the Documentation and applicable law; (c) be responsible for the acts and omissions of its Users; (d) maintain the confidentiality of login credentials; and (e) notify Vemco promptly of any unauthorised use.

6.2 The Customer is responsible for ensuring that its deployment of the sensors complies with applicable local laws at each installation location, including any signage or notice obligations. Vemco shall provide reasonable documentation to support such compliance (Schedules 4 and 5).

6.3 Remote access for maintenance. To perform mass firmware upgrades, calibration, connectivity checks and support (Clauses 4.7 and 5, Schedule 2), Vemco aims to have secure remote access to the sensors 24/7. Access is established per location, as agreed in the Order Confirmation or during onboarding, using one of the following methods: (a) Vemco’s device manager — an outbound connection initiated by the sensor through a reverse proxy, granting access exclusively to the sensor’s own web interface and never to the Customer’s network; (b) a VPN connection provided by the Customer; or (c) where desktop-level support is required, an attended remote session (e.g. TeamViewer) in which the Customer acts as supervisor and provides the desktop access. All remote access is role-based, restricted to authorised Vemco personnel, used solely for service delivery, and logged in accordance with Vemco’s ISMS (Schedule 5).

6.4 Consequences of restricted access. If the Customer restricts, blocks or fails to provide the agreed remote access, then, to the extent Vemco’s performance is thereby prevented or delayed: on-site visits and additional effort required as a result are chargeable at Vemco’s then-current hourly rates, and Vemco’s service-level and accuracy commitments are suspended for the affected sensors until access is restored.

7. Term & Termination

7.1 The Agreement enters into force upon Vemco’s issue of the Order Confirmation and continues for an initial term of 12 months from the Service Commencement Date (the "Initial Term").

7.2 After the Initial Term, the Agreement automatically renews for successive 12-month periods (each a "Renewal Term"), unless terminated in accordance with this Clause 7.

7.3 Either party may terminate the Agreement, in whole or per location, by giving no less than 12 months’ prior written notice, effective at the end of the then-current Subscription Year.

7.4 Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach and fails to remedy it within 30 days of written notice; or (b) becomes insolvent, enters bankruptcy, suspension of payments, liquidation or any analogous proceeding.

7.5 For the Customer, material breach by Vemco includes: repeated failure to meet the agreed service levels (Schedule 2); Vemco’s discontinuation of the business to which the Agreement relates; or other circumstances that seriously endanger proper fulfilment of the Agreement, in each case not remedied within 14 calendar days of written notice.

7.6 Upon expiry or termination: (a) all licences cease; (b) rented Equipment is returned per Schedule 3; (c) Customer Data is exported, returned and/or deleted per Clauses 9 and 10; and (d) fees already invoiced for the current Subscription Year remain due, save where termination results from Vemco’s uncured material breach, in which case Vemco shall refund prepaid fees pro rata for the unused period.

8. Fees & Payment

8.1 Software subscription fees and any service & support plans are invoiced annually, 12 months in advance, the first time on the Service Commencement Date and thereafter at the start of each Subscription Year. HaaS rental fees are invoiced every 6 or 12 months in advance, as selected in the Order Confirmation.

8.2 One-time fees (purchased Equipment, installation, cabling, calibration, configuration and training) are invoiced per location when data access is established for that location, unless otherwise stated in the Order Confirmation.

8.3 Invoices are payable within 30 days of the invoice date, unless otherwise agreed in the Order Confirmation. If the Customer disputes an invoice in good faith, it shall notify Vemco in writing within 14 days of the invoice date, stating the disputed amount and reason, and shall pay the undisputed portion when due; the parties shall resolve the dispute promptly and in good faith. Late payments accrue interest in accordance with the Danish Interest Act (renteloven). Vemco may suspend the Service upon 10 days’ written notice if undisputed invoices remain unpaid 30 days after the due date; suspension may, for rented Equipment, include remote deactivation of the affected devices. Suspension does not relieve the Customer of its payment obligations. All amounts are payable in full without set-off, withholding or deduction, except as required by applicable law.

8.4 Indexation. The yearly software subscription fees are adjusted annually, effective from the start of each Subscription Year, by the higher of (a) 3% or (b) the applicable market indexation (the relevant consumer/net price index for the invoicing currency). Indexation under this Clause requires no separate notice. Other recurring fees (e.g. HaaS rental and support plans) are adjusted only as stated in the Order Confirmation. Any increase beyond such indexation requires at least 3 months’ prior written notice and entitles the Customer to terminate the affected services as of the effective date of that increase by written notice given within 30 days of the notification.

8.5 All fees are exclusive of VAT and other applicable taxes, duties and levies, which are payable by the Customer.

8.6 Customs, import taxes & shipping. Hardware prices (purchase and HaaS) are exclusive of customs duties, import taxes and shipping costs. These are charged separately at cost and are confirmed with the Customer in writing before shipment.

8.7 Purchase orders (PO/LPO). The Agreement itself constitutes the Customer’s binding commitment to all fees under it; Vemco’s right to invoice, and the Customer’s obligation to pay, are not conditional upon the issue, receipt or referencing of any purchase order. Where the Customer’s internal procedures require a purchase order (PO/LPO), the Customer shall issue, no later than the Service Commencement Date, a single purchase order covering the entire Initial Term — and, for agreements with a committed period of several years, the entire committed period — with the amounts for each Subscription Year including the annual indexation under Clause 8.4 at a minimum of 3% per year. The purchase order shall, wherever the Customer’s procurement rules permit, also cover subsequent Renewal Terms (multiple years ahead, with the minimum 3% annual indexation applied), so that renewals do not require a new purchase order. A new purchase order is required only once the period covered by the existing purchase order has been exhausted, and shall then again cover the longest possible period, issued no later than 30 days before the start of the first uncovered Subscription Year. A missing, delayed or expired purchase order does not suspend or postpone invoicing or payment, and invoices are due per Clause 8.3 whether or not a PO number is referenced. Terms printed on or referenced in a purchase order do not apply and do not amend the Agreement.

9. Customer Data — Ownership & Portability

9.1 Customer Data is and remains at all times the exclusive property of the Customer. Vemco acquires no rights in Customer Data other than the limited right to host and process it as necessary to provide the Service, support and maintenance, and to comply with law.

9.2 The Customer may export Customer Data at any time during the Term via the Platform’s reporting and export functions and, where subscribed, via API (VemFusion).

9.3 Upon termination, Vemco shall, at the Customer’s choice, return Customer Data in a standard machine-readable format (e.g. CSV) and/or delete it, and shall confirm deletion in writing. Residual copies in backups are deleted in accordance with Vemco’s standard retention cycles. For a period of 60 days after termination, Vemco shall make export functionality available at no additional charge.

9.4 Vemco may use aggregated and anonymised usage data, which does not identify the Customer or any individual, for benchmarking, product improvement and statistics.

10. Platform Migration & Exit Assistance

10.1 If the Customer wishes to migrate its sensors to a third-party platform (whether during the Term or in connection with termination), Vemco shall provide reasonable migration assistance, including sensor reconfiguration, data-forwarding setup and technical documentation.

10.2 Migration assistance is charged on a time & material basis at Vemco’s then-current hourly rates, with an estimated effort of one (1) hour per sensor. Vemco shall provide a written estimate before commencing the work. Any effort exceeding the estimate by more than 20% requires the Customer’s prior approval.

10.3 Migration assistance does not affect the Customer’s payment obligations for the remainder of the Term. Purchased Equipment may be freely repointed by the Customer; rented Equipment must be returned and may not be migrated to third-party platforms.

10.4 Transition extension. In connection with termination, the Customer may request a one-off extension of the subscription of up to 6 months at the then-current fees to allow an orderly transition; the extension is confirmed in writing and invoiced in advance for the extension period.

11. Data Protection (GDPR)

11.1 For the purposes of Regulation (EU) 2016/679 (GDPR), the Customer is the data controller and Vemco is the data processor of any personal data processed in connection with the Service. The parties’ Data Processing Agreement, including the description of processing, security measures and approved sub-processors, is set out in Schedule 4 and forms an integral part of the Agreement.

11.2 The Platform is designed to process anonymised and aggregated data; the sensors do not store images or video recordings. To the extent personal data is processed, it is limited to technical and user-related data such as usernames, contact details, IP addresses, timestamps and system logs.

11.3 Processing takes place in the hosting region determined per Clause 2.2. For EU/EEA Customers, all processing takes place within the EU/EEA (AWS Frankfurt). Any transfer outside the applicable hosting region requires appropriate safeguards, including EU Standard Contractual Clauses where relevant, per Schedule 4.

12. Information Security & Compliance

12.1 Vemco maintains an information security management system aligned with ISO/IEC 27001:2022 and the Danish NIS 2 Act, documented in Vemco’s board-approved security policies and standards (Schedule 5), covering access control, network security, logging, backup, incident management, supplier management, vulnerability and patch management, systems development security, and physical security.

12.2 Vemco engages an independent cybersecurity firm to perform an annual web penetration test of the Platform (OWASP methodology) and continuous vulnerability scanning. Critical findings are remediated with priority; an Independent Security Advisors Statement is available to the Customer (Schedule 5).

12.3 Vemco shall notify the Customer without undue delay of any personal data breach or security incident materially affecting the Customer’s use of the Service, per Schedule 4.

12.4 Business continuity & disaster recovery. The Platform is deployed on redundant AWS infrastructure across multiple availability zones. Vemco maintains a documented backup policy and disaster recovery plan with a target recovery time objective (RTO) of 24 hours and a target recovery point objective (RPO) of 24 hours, and tests recovery procedures periodically. These are operational targets and are supported by the service levels in Schedule 2.

13. Use of Artificial Intelligence (AI)

13.1 Scope of AI use. Vemco uses AI technologies (a) internally for support and development purposes, and (b) within the Platform for analysis and advisory features that help the Customer interpret and act on its data.

13.2 Customer control (opt-in per location). AI-powered features in the Platform are disabled by default and are only enabled at the individual location level upon the Customer’s acceptance. The Customer can toggle AI features on or off per location at any time via the Platform or by request to Vemco.

13.3 No training on Customer Data. Customer Data is not used to train AI models — neither Vemco’s own models nor any third-party models. AI features process Customer Data solely to deliver the requested analysis or advisory output to the Customer.

13.4 Data residency. All Customer Data remains safely stored exclusively within Vemco’s hosting environment (Clause 2.2); the use of AI features does not cause Customer Data to be stored outside that environment.

13.5 AI-generated analysis and recommendations are decision support. The Customer remains responsible for business decisions made on the basis of such output.

13.6 AI-capable sensors. Certain sensor models include on-device AI capability. These AI functions are deactivated by default. Upon the Customer’s request — per location, per Clause 13.2 — they can be activated to provide additional metrics such as gender and age statistics, re-identification (Re-ID), staff exclusion and object classification. Activation may require a separate AI licence fee per sensor, stated in the Order Confirmation, reflecting the sensor vendor’s licensing policy on AI. Sensor-level AI processes data anonymously on the device; no images or video recordings are stored (Clause 11.2), and Clauses 13.3–13.5 apply equally to sensor-level AI.

14. Insurance

14.1 Vemco maintains, throughout the Term, at minimum: (a) cyber insurance with a limit of DKK 10,000,000 per claim and per insurance year; (b) commercial and product liability insurance with worldwide geographical scope and a sum insured of DKK 15,000,000 per year; and (c) compulsory workers’ compensation insurance in accordance with Danish law.

14.2 Current certificates of insurance are attached as Schedule 6. Vemco shall provide updated certificates upon renewal at the Customer’s reasonable request.

15. Service Levels & Support

15.1 Vemco provides support, availability targets and response times per Schedule 2. Vemco shall notify the Customer without undue delay when it anticipates or observes a risk of errors or delays in services, deliveries, response times or availability, or that the Agreement otherwise cannot be fulfilled as agreed.

15.2 Optional Sensor Health Management Plans and Annual Maintenance Contracts (AMC) may be added per the Order Confirmation.

16. Account Management & Business Reviews

16.1 Dedicated Account Manager. Vemco assigns a named, dedicated Account Manager as the Customer’s primary commercial contact for the duration of the Agreement. Vemco shall notify the Customer of any change of Account Manager.

16.2 Business reviews. The Account Manager conducts a structured business review call or meeting with the Customer at the frequency selected in the Order Confirmation (every 6 or 12 months), covering: usage and adoption, data quality and sensor health, service-level performance, roadmap and new features, and opportunities to optimise the solution.

16.3 The first Subscription Year includes one session with a Vemco Data Analytics Specialist to review collected data, performance metrics and report designs, valid for 3 months from commissioning. Additional consulting is invoiced at Vemco’s then-current hourly rates or per separate agreement.

17. Intellectual Property

17.1 Vemco and its licensors retain all intellectual property rights in and to the Platform, the Documentation, the Equipment firmware and all improvements thereto. No rights are granted to the Customer other than as expressly set out in the Agreement.

17.2 The Customer grants Vemco a limited licence to use Customer Data solely to provide the Service. Feedback and suggestions may be used by Vemco to improve its products without obligation.

17.3 IP protection, audit & injunctive relief. The Customer acknowledges that breach of the licence restrictions or misuse of Vemco’s (or its licensors’) intellectual property may cause irreparable harm for which monetary damages are inadequate, and Vemco is entitled to seek injunctive or equivalent equitable relief in any competent jurisdiction, in addition to all other remedies. Vemco may, upon 14 days’ written notice and no more than once per calendar year, audit the Customer’s use of the Software to verify compliance with the licence scope — remotely where possible, and for on-premise deployments per the On-Premise Addendum. Use exceeding the licensed scope is invoiced retroactively at Vemco’s then-current list prices from the date the excess use began.

18. Confidentiality

18.1 Each party shall keep confidential all non-public information received from the other party in connection with the Agreement, use it only for the purposes of the Agreement, and protect it with at least the same care as its own confidential information. This obligation survives termination for five (5) years.

18.2 Confidential information may be disclosed to employees, advisers and sub-processors with a need to know and bound by equivalent obligations, or where required by law or a competent authority.

18.3 References. The Customer agrees that Vemco may identify the Customer as a customer and use the Customer’s name and logo in Vemco’s reference lists, on its website and in brochures and other marketing materials. Case studies or materials describing the Customer’s specific setup or results require the Customer’s prior approval of the content (email sufficient), not to be unreasonably withheld. Vemco shall follow the Customer’s reasonable brand guidelines where provided and shall not suggest endorsement beyond the customer relationship. The Customer may withdraw this permission at any time by written notice, with effect for future materials.

19. Warranties & Disclaimer

19.1 Vemco warrants that: (a) the Service will perform materially in accordance with Schedule 1 and the Documentation; (b) it will provide the Service with reasonable skill and care, in accordance with good industry practice; and (c) it holds all rights necessary to grant the licences in the Agreement.

19.2 Except as expressly stated in the Agreement (including the accuracy commitment in Clause 5), the Service is provided "as is", and Vemco disclaims all other warranties to the maximum extent permitted by law, including fitness for a particular purpose.

20. Indemnification

20.1 Vemco shall defend and indemnify the Customer against third-party claims that the Platform, as provided by Vemco and used per the Agreement, infringes the intellectual property rights of a third party, provided the Customer promptly notifies Vemco and grants Vemco control of the defence. Vemco may, at its option, procure the right to continue use, modify or replace the infringing element. This Clause states Vemco’s entire liability for IP infringement.

20.2 The Customer shall indemnify Vemco against third-party claims arising from Customer Data or the Customer’s use of the Service in violation of the Agreement or applicable law.

21. Limitation of Liability

21.1 Neither party is liable for indirect or consequential losses, including loss of profit, revenue, goodwill or data (except Vemco’s obligations regarding Customer Data under Clauses 9 and 11).

21.2 Each party’s total aggregate liability under the Agreement is limited to the fees paid or payable by the Customer during the 12 months preceding the event giving rise to the claim.

21.3 The limitations in this Clause 21 do not apply to: liability arising from gross negligence or wilful misconduct; death or personal injury; a party’s indemnification obligations; the Customer’s payment obligations; breaches of Clause 18 (Confidentiality); or breaches of the licence scope and restrictions (Clauses 3 and 17) or infringement or misappropriation of the other party’s intellectual property rights.

22. Force Majeure

22.1 Neither party is liable for failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, governmental actions, widespread internet or utility failures, and failures of sub-suppliers due to such events. If a force majeure event persists for more than 60 days, either party may terminate the affected services with 30 days’ written notice.

23. General

23.1 Assignment. Neither party may assign the Agreement without the other party’s written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, upon written notice. The Customer’s advance consent to group substitution under Schedule 8 applies in addition.

23.2 Notices. Notices shall be in writing (email sufficient) to the contacts stated in the Order Confirmation. Termination notices shall additionally be sent by registered mail or through a verifiable electronic channel.

23.3 Amendments. Changes to the Agreement are valid only if made in writing and accepted by both parties (an exchange of written confirmations, including by email, suffices).

23.4 Entire agreement. The Agreement supersedes all prior proposals, correspondence and understandings regarding its subject matter.

23.5 Survival. Clauses 9, 10, 17, 18, 21 and 24 survive termination.

23.6 Compliance, anti-bribery & sanctions. Each party shall comply with applicable anti-bribery and anti-corruption laws and shall not offer or accept improper payments in connection with the Agreement. Each party represents that neither it nor any entity owning 50% or more of it is subject to sanctions administered by the UN, EU, UK or US, and shall notify the other party promptly if this changes, in which case the other party may suspend or terminate the Agreement without liability.

23.7 Non-solicitation. Neither party shall, during the Term and for 6 months thereafter, directly solicit for employment any employee of the other party who has been materially involved in the Agreement; general public job advertisements are not a breach of this Clause.

23.8 No partnership. Nothing in the Agreement creates a partnership, joint venture or agency between the parties, and neither party may bind the other.

23.9 Third-party rights. No person other than the parties and their permitted successors and assigns has any right to enforce any term of the Agreement.

23.10 Severability & waiver. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or, failing that, deemed deleted, without affecting the remainder. A waiver is effective only if given in writing and does not waive any subsequent breach; failure or delay in exercising a right is not a waiver of it.

23.11 Counterparts & e-signature. The Agreement may be executed in counterparts and by qualified electronic signature (e.g. DocuSign), each of which together constitutes one agreement.

24. Governing Law & Jurisdiction

24.1 Unless Schedule 8 (Contracting Entities & Jurisdiction) provides otherwise for the Customer’s region, the Agreement is governed by the laws of Denmark, excluding its conflict-of-law rules and the CISG, and any dispute that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the Danish courts, with the Court in Kolding as the agreed venue of first instance. Where Schedule 8 designates a different contracting entity, law, forum or language for the Customer’s region, that designation applies.

SCHEDULE 1 — SERVICE DESCRIPTION & SOFTWARE PACKAGES

The VEMCO Analytics Solution combines advanced sensors (3D people counting, IoT and Re-ID tracking) with the cloud-hosted VEMCO Analytics Platform. The subscribed packages determine the available features:

All packages include: customizable dashboards and reports, back-up & updates, alerts & notifications, 20+ languages, user management, operations & maintenance service, and a support SLA. Optional add-ons: Sensor Health Management Plan and Annual Maintenance Contract (AMC). The current feature matrix and list prices are published by Vemco and restated in Schedule 7.

SCHEDULE 2 — SERVICE LEVELS & SUPPORT

2.1 Definitions

"Uptime" means the time during which the Platform can be accessed and its subscribed features used, excluding Scheduled Maintenance. "Downtime" means time that is not Uptime, other than downtime caused by force majeure, the Customer’s own network, power or equipment, or third-party services outside Vemco’s control. "Scheduled Maintenance" means maintenance announced at least 3 business days in advance and placed, where reasonably possible, in Vemco’s standard service window (Sunday evening, 22:00–07:00 CET). Emergency maintenance may be performed with as much notice as circumstances allow.

2.2 Availability

Vemco provides a monthly Uptime target of 99.7%, measured at the hosting environment, and pursues it with 24/7 monitoring, redundant multi-AZ infrastructure and the maintenance practices in this Schedule. Current status, planned maintenance and incident history — including historical uptime — are published transparently at status.vemcogroup.com.

Availability incidents are handled through the support process in Clause 2.3 (P1 priority). In the event of repeated failure to meet the agreed service levels, the Customer’s termination right under Clause 7.5 applies. Contractually guaranteed availability with service credits, or other enhanced availability commitments, may be agreed in the Order Confirmation for an additional fee.

2.3 Support

Standard support is included in every subscribed package. Support is provided via support@vemcogroup.com and the support portal, and by phone, on business days 08:00–16:00 local time at the Vemco office serving the Customer’s region ("Support Hours"), local public holidays excluded. The supporting office is stated in the Order Confirmation or otherwise determined by Vemco based on the Customer’s region. Support is provided in English and, where available, the local language of the supporting office. Office phone numbers are published at vemcogroup.com/contact-us. Vemco’s offices and local Support Hours:

Resolution times are targets pursued with commercially reasonable efforts. Extended support hours, enhanced response times or dedicated support arrangements may be agreed in the Order Confirmation for an additional fee.

2.4 Sensor health, fault handling & on-site response

Sensor data delivery is monitored continuously (Clause 2.5); anomalies detected by Vemco or reported by the Customer are handled per the priorities in Clause 2.3. Fault handling is remote-first: every equipment fault is first diagnosed remotely — by phone with the Customer and via remote access to the sensor (Clause 6.3) — before any dispatch or shipment. Most faults are resolved remotely without site involvement.

• With an Annual Maintenance Contract (AMC). If remote diagnosis qualifies a unit as defective, Vemco or a certified partner attends the site and replaces the unit within a target of 72 hours from qualification of the fault (site access permitting), with on-site labour and travel included per the AMC.

• Without an AMC. The Customer chooses either (a) advance replacement: Vemco ships a replacement unit and the Customer replaces the unit itself following Vemco’s instructions (the replacement unit is free of charge for rented Equipment per Schedule 3.3, and for purchased Equipment under warranty per Schedule 3.2); or (b) an on-site visit by Vemco or a certified partner, charged at Vemco’s then-current hourly rates plus travel.

Where an optional Sensor Health Management Plan is subscribed, its terms supplement this Schedule. A yearly Service-check (solution and installation evaluation with a Vemco specialist) is included where an Operation, Maintenance and Support agreement is in place; additional Service-checks are subject to a charge.

2.5 Monitoring, backups & health checks

Vemco performs 24/7 monitoring of all system-critical parameters of the hosted environment, with daily system backup & restore. In addition, all connected sensors are automatically monitored 24/7: faults such as offline sensors, missing data streams and missing counting registrations are surfaced in real time on Vemco’s support dashboards, enabling the support team to react quickly and initiate fault handling per Clause 2.4 — often before the Customer has noticed the issue. The Platform additionally runs an automated accuracy check on incoming counting data: if data deviates by more than 10% (higher or lower than the expected pattern) over a 24-hour period — the same threshold used in the validation test under Clause 5.3 — Vemco’s support team is automatically notified and investigates proactively in accordance with the priorities in Clause 2.3. Where a Sensor Health Management Plan is subscribed, automated health-check alerts are sent to a Customer-defined email address on the following parameters: sensor offline (threshold: more than 2 opening hours), missing data stream, missing counting registrations, and footfall deviation greater than 10% versus the preceding 4-week period. It is the Customer’s responsibility to assess whether an individual alert should be registered as a support incident with Vemco.

2.6 Data continuity — local buffering & gap prediction

• Local buffering. All sensors buffer counting data locally for a minimum of 10 days and up to 120 days, depending on the configured data interval. If the connection to the server is interrupted — including local internet failure at the Customer’s site — the sensor automatically retransmits the buffered data once connectivity is re-established. Within the buffer capacity, no counting data is lost due to connectivity interruptions.

• Gap prediction. If a sensor is unable to capture data — for example due to power failure at the site or a sensor fault — Vemco’s data prediction model estimates the missing values based on the corresponding dates and weekdays over the preceding 3 months, adjusted for public holidays, and fills the gap so that dashboards and reports remain continuous.

• Transparency. Predicted values are always stored and displayed as a separate, clearly marked data line, so the Customer can at all times distinguish predicted data from data captured by the sensors. Predicted data is an estimate provided for reporting continuity; it does not constitute measured data and is not covered by the accuracy commitment in Clause 5.

SCHEDULE 3 — HARDWARE TERMS

3.1 Common terms

• The Equipment, quantities and per-location configuration are listed in the BOQ (Schedule 7), generated from Vemco’s solution design (e.g. via the Vemco Solution Advisor).

• Delivery is worldwide via traceable logistics partners; all devices are pre-configured, tested and quality-checked before shipment.

• Deliveries are deemed accepted unless the Customer rejects a delivery in writing, stating specific reasons, within 5 business days after delivery.

• Hardware prices are exclusive of customs duties, import taxes and shipping. These are charged separately at cost and confirmed with the Customer in writing before shipment (Clause 8.6).

• The Customer shall not open, modify or relocate installed Equipment without Vemco’s instruction; unauthorised intervention voids warranty/replacement rights for the affected unit.

• Inspection & customer-induced damage. Warranty repairs (Schedule 3.2), full-coverage replacements (Schedule 3.3) and advance replacements (Schedule 2.4) are provided on the condition that the failure is a covered fault — i.e. a fault arising from the hardware itself under normal use. The defective unit must be returned to Vemco within 30 days of receipt of the replacement unit. Vemco inspects all returned units. If the inspection shows that the failure was caused by an excluded event — for example water or moisture damage, physical impact (including damage during renovation, construction or cleaning work), power surges, vandalism or unauthorised modifications — or if the defective unit is not returned within the deadline, the warranty/coverage lapses for that unit and the Customer is invoiced for the replacement unit at Vemco’s then-current list price, plus shipping and a diagnostic/handling fee. The same applies to on-site replacements under an AMC: where the fault is found to be customer-induced, the visit and the unit are chargeable at then-current rates. Vemco documents the finding with photos/inspection notes upon request.

3.2 Purchase model

• Title passes to the Customer upon payment in full; risk passes upon delivery.

• Warranty. Purchased Equipment carries a warranty of 12 months from delivery against manufacturing defects (or the longer period offered by the manufacturer, where applicable), covering repair or replacement at Vemco’s option. Excluded: physical damage, moisture ingress beyond spec, power surges, and unauthorised modifications.

• Extended warranty (optional). The Customer may purchase an extension of the hardware warranty by up to 2 additional years (maximum 3 years in total from delivery), per unit, at the fees stated in the Order Confirmation or Vemco’s then-current price list. The extension must be ordered no later than the expiry of the standard warranty period.

• The Customer may continue to use purchased Equipment after termination, including with third-party platforms (migration assistance per Clause 10).

3.3 Rental model (Hardware-as-a-Service)

• Title remains with Vemco, which owns and services the hardware throughout the rental. The Customer bears the risk of loss or damage from delivery until return and shall keep the Equipment insured for its replacement value.

• Minimum rental period: 36 months per unit, counted from commissioning of the unit. HaaS for a unit can be terminated at the earliest with effect from the end of its minimum rental period, in accordance with the notice requirements of Clause 7.

• Deposit: upon signature (or no later than first invoicing), a deposit equal to 3 × the monthly HaaS fee is invoiced. The deposit is refunded or offset against the final invoice after all rented Equipment has been returned in accordance with this Schedule.

• Billing: HaaS fees are invoiced every 6 or 12 months in advance, as selected in the Order Confirmation; see Clause 8.1.

• Early termination: if the Customer cancels, reduces, decommissions or stops using a rented unit, or terminates its rental, before the end of the unit’s minimum rental period, the rental fees for the remainder of that minimum period become immediately due and payable as an agreed contractual commitment (not a penalty), and the unit is returned per this Schedule.

• Full hardware coverage. For the entire duration of the rental (including any Rent-to-Own Rental Term), Vemco keeps the rented units in working order: units that fail under normal use are repaired or replaced by Vemco free of charge — no separate hardware warranty period applies. Replacement units are provided at no charge; on-site exchange labour is included where an Annual Maintenance Contract is in place, and is otherwise performed by the Customer per Vemco’s instructions or charged at Vemco’s then-current hourly rates. Exclusions follow Schedule 3.2 (physical damage, moisture ingress beyond spec, power surges, unauthorised modifications).

• Upon termination, the Customer shall return all rented Equipment within 30 days in essentially the condition received (normal wear excepted). De-installation and return shipping are at the Customer’s cost unless otherwise agreed. Unreturned or damaged units are invoiced at the then-current replacement price.

3.4 Rent-to-Own model (optional)

• Where selected in the Order Confirmation, Equipment is provided on rental terms per Schedule 3.3 for an agreed rental term of minimum 36 months per unit (the "Rental Term"), with deferred ownership transfer.

• Title to and ownership of each unit remains with Vemco throughout its Rental Term. Upon expiry of a unit’s Rental Term, ownership transfers automatically to the Customer at no additional charge, provided that (i) all rental fees and other amounts due for that unit for the full Rental Term have been paid in full, and (ii) the Customer is not in material breach of the Agreement.

• For the avoidance of doubt, the supply of Equipment under this model constitutes a rental arrangement with deferred ownership transfer and does not constitute a sale on delivery, an instalment sale or a financing arrangement.

• Risk of loss or damage passes to the Customer upon delivery (or installation, if ordered); the Customer shall keep the units insured for their replacement value until ownership transfers.

• After ownership transfer, the rental fee for the unit ceases; the software subscription and any support plans for the unit continue at the then-applicable fees per the Agreement. Transferred units are provided in their then-current condition; ongoing coverage can be secured via an Annual Maintenance Contract (Schedule 2.4) or an extended warranty per Schedule 3.2, where offered.

• Early termination before the end of a unit’s Rental Term is governed by the acceleration terms of Schedule 3.3; in that case ownership does not transfer and the unit is returned.

SCHEDULE 4 — DATA PROCESSING AGREEMENT

The parties’ Data Processing Agreement pursuant to Article 28 GDPR is attached to and forms part of this Agreement, comprising:

• The Data Processing Agreement (main body): documented instructions, confidentiality, security measures (Art. 32), assistance with data-subject rights and breach notification, audit rights, deletion/return upon termination.

• Appendix A — Description of Processing (nature, purpose, data categories, data subjects). The solution processes anonymised counting data; no images or video recordings are stored.

• Appendix B — Security Measures (technical documentation, including the Sensor Data Ingestion and Processing Architecture).

• Appendix C — Sub-processors. Approved at signature: Amazon Web Services (AWS), Frankfurt, Germany (EU/EEA) — hosting, storage, processing and network services. Changes are notified in advance with a right to object.

All processing takes place within the EU/EEA. Transfers outside the EU/EEA, if any, require EU Standard Contractual Clauses or equivalent safeguards.

SCHEDULE 5 — SECURITY & COMPLIANCE DOCUMENTATION

The following documentation evidences Vemco’s information-security posture and is available to the Customer under the confidentiality obligations of Clause 18:

5.1 Information Security Management System (ISMS)

Board-approved, annually reviewed policies and standards aligned with ISO/IEC 27001:2022, the GDPR and the Danish Data Protection Act, and the Danish NIS 2 Act (in force 1 July 2025):

• Information Security Policy

• Account Management and Access Control Standard

• Password Standard

• Network Security Standard

• Security Logging Standard

• Backup Policy

• IT Security Incident Management Standard

• Vulnerability and Patch Management Standard

• Systems Development Security Standard

• Supplier Management Standard

• ICT Asset Management Standard

• Physical and Environmental Security Standard

5.2 Independent security testing

Vemco engages an independent cybersecurity firm (currently Prueba Cybersecurity ApS) for: an annual web penetration test of the Platform per the OWASP testing guide with extended focus on access control (grey-box methodology); continuous vulnerability scanning of selected production IPs twice per week; and quarterly security advisory meetings. The current Independent Security Advisors Statement is provided to the Customer upon signature and upon annual renewal.

5.3 Remote access & device management

Sensor maintenance follows the same cloud-managed architecture used by leading network and IoT vendors: management connections are always initiated outbound from the sensor to Vemco’s device manager over an encrypted tunnel (reverse proxy). No inbound firewall openings are required in the Customer’s network, and the connection is scope-locked to the sensor’s own web interface — Vemco has no access to the Customer’s network. This enables mass firmware upgrades, calibration and connectivity checks (Clause 6.3) without site visits. Where the Customer prefers, a Customer-provided VPN can be used instead, and desktop-level support sessions are always attended, with the Customer as supervisor. All access is role-based, restricted to authorised personnel, and logged per the ISMS.

5.4 Hosting & architecture

The Platform runs on redundant, dedicated (non-shared) infrastructure at AWS Frankfurt (EU), certified under applicable EU data-protection frameworks. The technical architecture (ingestion protocols, parsing, queueing, storage) is documented in the Sensor Data Ingestion and Processing Architecture description (Appendix B to Schedule 4).

SCHEDULE 6 — INSURANCE CERTIFICATES

Current certificates of insurance, issued by Tryg Forsikring A/S, are attached:

Certificates are issued for information only and do not extend or change the underlying policies. Updated certificates are provided upon renewal at the Customer’s reasonable request (Clause 14).

SCHEDULE 7 — FEES & BILL OF QUANTITIES (BOQ)

7.1 Recurring subscription fees (list prices, EUR, per month)

A “Location” for VemMaps is one physical site or building complex at one address — all floors and levels included at no extra monthly charge. Agreed fees for this Customer, including any volume discounts, are stated in the Order Confirmation; where the Order Confirmation is silent, list prices apply. Annual subscription value = monthly total × 12, invoiced annually in advance (Clause 8).

7.2 One-time fees & BOQ

The per-location Bill of Quantities (sensors, licences, SLA/MAC, cabling, installation & calibration) is attached to the Order Confirmation and follows Vemco’s standard BOQ/quotation format. Example line-item structure: sensor hardware; software licence (incl. bulk licensing where applicable); service level agreement & MAC; cabling; installation and calibration; VemMaps setup & digitalisation: EUR 490 per Location (up to 3 floors), EUR 150 per additional floor — included in VemMaps Complete with its 36-month term; VemMaps Connect integration & data-mapping setup: EUR 490 per Location.

7.3 Hourly rates

Consulting, additional Service-checks, migration assistance (Clause 10) and other time & material work are invoiced at Vemco’s then-current hourly rates — currently EUR 80 per hour for technician work (installation, calibration, migration, re-validation) and EUR 170 per hour for development work (integrations, custom development) — adjusted annually per Clause 8.4 — indexation applies to the yearly software subscription fees (minimum 3% / market indexation). Migration to third-party platforms is estimated at one (1) hour per sensor at the technician rate.

SCHEDULE 8 — CONTRACTING ENTITIES & JURISDICTION

The Vemco entity entering into the Agreement, the governing law, the venue, the contract language and the invoicing currency depend on the Customer’s region, as set out below. The row matching the Customer’s billing address applies and, for that Agreement, replaces Clause 24.1 where it differs. Entries marked [†] are subject to confirmation by local counsel before first use in that market.

Where the contracting entity is a Vemco group company other than Vemco Group A/S, that entity assumes the rights and obligations of “Vemco” under the Agreement for the relevant Customer; the insurance in Clause 14 and the security programme in Clause 12 are maintained at group level. Group substitution: if the Vemco contracting entity ceases operations, exits the relevant market or is dissolved, Vemco Group A/S — or another Vemco group entity designated by it — may assume the Agreement in that entity’s place by written notice to the Customer, and the Customer hereby consents in advance to such transfer, provided the Service, the fees and the terms remain unchanged. Vemco shall wherever possible effect such substitution before any cessation takes effect. Local billing: Vemco may issue invoices through a local Vemco group entity (e.g. for VAT/TRN or other local tax compliance) without that entity becoming a party to the Agreement; payment of such an invoice discharges the Customer’s payment obligation, and the contracting entity remains solely responsible for the Service and all obligations under the Agreement. Region-specific mandatory adjustments (e.g. late-payment charges in jurisdictions where statutory interest does not apply) are set out in the Order Confirmation or a region rider.