Master Subscription Agreement (MSA)

Effective October 1, 2025

This MobiferWL Master Subscription Agreement (“Agreement”) is made between Hansa Technologies OÜ, a private limited company incorporated in Estonia (registry code [16521669]), and its Affiliates (collectively, “HansaTech”), and the customer identified in the applicable Order Form (“Customer”).

Except where Customer has previously entered into a separately negotiated Master Subscription Agreement with HansaTech, this Agreement supersedes any prior or contemporaneous agreements related to the subject matter hereof. Customer’s use of the HansaTech Products is further governed by the MobiferWL Service Consumption Table and any applicable Order Form.

1. Definitions

For purposes of this Agreement:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement during the Term, for so long as such control exists, provided that, as it relates to Customer, such entity is not a current or prospective competitor of HansaTech.

“Customer Data” means any data uploaded or otherwise made available by Customer or its Users to a HansaTech Product for processing through the MobiferWL platform.

“HansaTech Product (MobiferWL)” means the SaaS-based charter bus booking and workflow automation product provided by HansaTech as specified in an Order Form.

“Order Form” means any ordering document or online order process executed between Customer and HansaTech describing the Products, pricing, subscription term, and other relevant details.

“Support Policy” means the then-current HansaTech unified support policy available at [URL].

“System Data” means data or outputs derived by HansaTech from the use and operation of the Product, including metrics, logs, and aggregated usage statistics, but excluding any Customer Data. System Data is used for service improvement, analytics, and operational monitoring in compliance with the DPA .

“Trial Product” means any Product made available free of charge, for evaluation, proof-of-concept, or similar purposes.

“User” means any employee, contractor, or end user of Customer who is authorised to use the Product under Customer’s account.

2. HansaTech Products, Services, and Support

HansaTech will provide the Products and related services identified in each Order Form, including applicable technical support under the Support Policy. HansaTech will comply with applicable laws and regulations in providing the Products, including EU and UK data protection law.

2.1 Affiliates Customer’s Affiliates may enter into separate Order Forms governed by this Agreement. Each such Affiliate shall be deemed a separate Customer for the purpose of that Order Form.

3. Customer Data; Responsibilities

3.1 Customer Responsibilities. Customer is solely responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) ensuring it has sufficient rights and lawful basis (including under GDPR) to transmit Customer Data to HansaTech; and (c) the actions and compliance of its Users. Customer shall not use the Products in violation of applicable laws, including export control, data protection, or intellectual property laws.

3.2 Appropriate Use. Customer will not, and will not permit any third party to: (a) reverse-engineer, decompile, or modify the Products; (b) use the Products to develop a competing service; (c) transmit harmful code; or (d) use the Products in any unlawful or infringing manner.

HansaTech may suspend access where Customer’s use presents a material risk to the integrity or security of the Products, after prior notice where practicable.

4. Confidentiality and Proprietary Rights

4.1 Confidential Information. All non-public information disclosed by either party, whether in oral, written, or electronic form, is “Confidential Information.” HansaTech’s Confidential Information includes all non-public Product information. Customer Data is Customer’s Confidential Information.

4.2 Exceptions.  Confidential Information does not include information that is publicly known, lawfully received without restriction, independently developed, or disclosed with written consent.

4.3 Obligations. Each party will protect the other’s Confidential Information with the same degree of care it uses for its own (not less than reasonable care) and use it only for the purposes of this Agreement. Disclosure is permitted where required by law, provided the disclosing party gives prior notice (where lawful) to allow the other to seek protective measures.

5. Security and Data Protection

5.1 Security Measures. HansaTech shall maintain appropriate technical and organisational measures consistent with industry standards and applicable data protection laws, including the EU GDPR, UK GDPR, and the Data Protection Act 2018, to protect Customer Data. The Data Processing Addendum (DPA) located at [https://docs.mobifer.com/en/legal/data-processing-addendum-dpa-\] is incorporated by reference and governs the processing of personal data.

5.2 Data Removal. Upon termination, HansaTech shall anonymize or delete Customer Data in accordance with its retention policies and the DPA, unless retention is required by law.

5.3 Customer Security Obligations. Customer remains responsible for its configuration of the Products, including account access controls, authentication, and data connections. HansaTech shall not be liable for any loss resulting from Customer’s configuration or misuse.

6. Fees and Payment

6.1 Fees. Customer will pay HansaTech the applicable Fees specified in each Order Form. Fees may include subscription-based and/or usage-based charges.

6.2 Payment Terms. Invoices are due within 7 days of issue, unless otherwise stated. Late payments accrue interest at the statutory rate under Directive 2011/7/EU (as implemented in the Customer’s jurisdiction) or 4% above the ECB base rate, whichever is higher. HansaTech may suspend service for accounts over 30 days past due.

6.3 Taxes. All Fees are exclusive of VAT or similar taxes. If VAT applies, HansaTech shall add it at the appropriate rate. Where the reverse charge applies, Customer shall self-account for VAT under applicable law.

7. Term and Termination

7.1 Term. This Agreement remains in effect until terminated under this Section. Each Order Form shall specify its own subscription term. Unless otherwise agreed, annual subscriptions renew automatically for successive one-year periods unless either party gives 60 days’ written notice of non-renewal.

7.2 Termination.  Either party may terminate this Agreement: (i) if no Order Forms remain in effect; (ii) for material breach not cured within 30 days of written notice; or (iii) immediately upon insolvency, liquidation, or similar proceedings of the other party. Upon termination, Customer shall immediately cease using the Products. Any unpaid Fees remain due.

7.3 Survival. Provisions relating to payment, confidentiality, IP rights, disclaimers, limitations of liability, and data protection shall survive termination.

8. Warranties and Disclaimers

8.1 Mutual Warranties.  Each party warrants that it: (a) has the legal authority to enter into this Agreement; (b) will comply with applicable laws; and (c) will not knowingly introduce malicious code into the Products.

8.2 Product Warranty. HansaTech warrants that the Products will perform materially in accordance with the Documentation. If notified of a breach, HansaTech will use reasonable efforts to correct it or, failing that, allow termination of the affected Order Form with a pro-rata refund.

8.3 Trial and Pre-Commercial Features. Trial or beta features are provided “as is” without warranties. Data processing during trials shall comply with the DPA.

8.4 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THIS AGREEMENT APPLIES ONLY TO BUSINESS CUSTOMERS. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, INCLUDING LIABILITY FOR DEATH, PERSONAL INJURY, OR FRAUD.

9. Indemnification

9.1 By HansaTech. HansaTech shall defend and indemnify Customer against third-party claims alleging that the Product infringes a patent, copyright, or trade secret, subject to exclusions for combinations, modifications, or misuse.

9.2 By Customer. Customer shall defend and indemnify HansaTech against claims alleging that Customer Data infringes third-party rights or breaches applicable law.

9.3 Process. The indemnified party shall promptly notify the other of any claim, grant control of defence to the indemnifying party, and cooperate reasonably.

10. Limitation of Liability

10.1 Exclusion of Certain Losses. Except as prohibited by law, neither party shall be liable for indirect or consequential losses, including loss of profit, revenue, goodwill, or data.

10.2 Aggregate Cap. Each party’s total aggregate liability shall not exceed the total Fees paid or payable by Customer in the 12 months preceding the event giving rise to the claim.

10.3 Exceptions. The above exclusions and caps do not apply to: (a) fraud or fraudulent misrepresentation; (b) breach of confidentiality or data protection obligations; (c) indemnification obligations; or (d) payment of Fees.

10.4 Trial Products. For Trial Products, HansaTech’s total liability shall not exceed €100.

11. Miscellaneous

11.1 Notices. Notices must be in writing and delivered: (i) by hand or courier (deemed received upon delivery), (ii) by registered mail (deemed received 5 days after posting), or(iii) by email with verifiable delivery under the eIDAS Regulation (EU No 910/2014).

11.2 Enforceability. If any provision is held invalid, the remainder remains in force. The parties shall replace invalid terms with lawful equivalents achieving a similar effect.

11.3 Force Majeure. Neither party is liable for delay or failure due to causes beyond reasonable control, including acts of God, war, epidemics, or government restrictions.

11.4 Assignment. Neither party may assign this Agreement without the other’s written consent, except to an Affiliate or successor in a merger or sale of substantially all assets, provided the successor is not a competitor.

11.5 Governing Law and Jurisdiction. This Agreement and any dispute arising from it shall be governed by and construed in accordance with: (a) If Customer is established in the EU: the laws of Estonia, with exclusive jurisdiction in the Harju County Court (Tallinn, Estonia). (b) If Customer is established in the UK: the laws of England and Wales, with exclusive jurisdiction in the courts of England and Wales.

11.6 Entire Agreement; Amendments. This Agreement (including any referenced documents) constitutes the entire understanding between the parties. Amendments must be in writing and signed by authorised representatives.

11.7 Counterparts. This Agreement may be executed electronically or in counterparts, each of which shall constitute one and the same instrument.