(A) Zoios provides online systems and tools via Zoios.io (the “System”) that is further described in the user documentation (such as user guides or help articles) made available through the System (the “Documentation”). The Customer (“Customer”) includes all employees directly associated with the company purchasing access to the System.

(B) The parties are entering into this agreement (which includes the data processing agreement in Appendix A (“Data Processing Agreement”) and, where applicable, the professional services terms in Appendix B) and one or more order forms (the “Order Forms”). The Order Forms will form part of this agreement and specify: (1) the product plan applying to Customer’s use of the System, which will determine (as described further in the Documentation): (a) the functionality that will be made available to Customer by the System, and (b) the System support services to be performed by Zoios (the “Support Services”), (2) any professional services to be performed by Zoios (the “Professional Services” and together with the System and the Support Services, the “Services”), and (3) the maximum number of users (also called “Employee licenses”) of Customer and any Customer Affiliates that may be designated by Customer to access, or take part in , the System (“Authorised Users”). “Affiliate” means any company that directly or indirectly controls, is controlled by, or is under common control of a party. An entity shall be regarded as in control of another company or entity if it owns or directly or indirectly controls more than 50% of the voting rights of that company or entity.

1.1 Subject to payment by Customer of the Charges (as defined below in section 4.1), Zoios shall, during the subscription term specified in the Order Form (as may be extended in accordance with this agreement) (the “Subscription Term”), and in accordance with this agreement: (a) provide Customer with a nonexclusive, non-transferable, non-sublicensable, revocable, royalty-free licence to permit the Authorised Users to access and use the System during the Subscription Term in accordance with the terms of this agreement and solely for Customer’s internal business operations, (b) perform the Support Services for Customer during the support hours and to the service availability levels specified in the Order Form, and (c) perform the Professional Services in accordance with the Order Form and the Professional Services Appendix B. Customer shall only use the Services and the Documentation for its internal business operations and in accordance with this agreement and shall use the System in accordance with the Documentation.

1.2 Customer shall designate the Authorised Users, who will only be employees and contractors of Customer and Customer Affiliates, up to the maximum number specified in the Order Form, and shall procure that only one individual uses each Authorised User account and accounts are not shared. If Customer wishes to procure additional Authorised User accounts above such maximum it shall execute an additional Order Form. The additional Authorised Users shall be coterminous with the pre-existing Subscription Term and Customer shall pay additional subscription Charges, as specified in the Order Form, for the new Authorised Users at the rate specified in the Order Form, prorated from the date of activation to the end of the then-current Subscription Term. Zoios shall invoice the additional subscription Charges at the end of the quarter in which activation occurred. Customer shall procure that Customer Affiliates and the Authorised Users comply with this agreement.

1.3 Zoios shall use reasonable efforts to make the System available to the level specified (in section 1.3.1 and 1.3.2), excluding the following excused outages: (a) planned downtime, where Zoios has given at least four hours’ advance notice, and Zoios will give longer notice where reasonably possible, (b) unscheduled maintenance in the case of actual or anticipated emergency, and (c) unavailability for reasons beyond Zoios’s reasonable control. If Service Availability of the System in a month is not met (excluding excused outages) then Zoios shall, upon notification by Customer to Zoios within 30 days of the end of the month in question, compensate Customer by 10% of the applicable monthly subscription Charges (excluding VAT) up to a maximum of 100% of that applicable monthly Charges, for each 1% of non-availability of the System below the Service Availability, calculated in minutes.

1.3.1 Zoios is committed to making the System available 24 hours a day, 7 days a week, except during maintenance periods, and except for any unavailability caused by circumstances beyond Zoios's reasonable control, including without limitation, internet service provider failures or delays or Force Majeure (including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems).

1.3.2 Zoios strives to achieve a System availability level of at least 99.5% during any monthly billing cycle (the “Service Level Objective” or “SLO”). If Zoios fails to meet the SLO, and if Customer meets its obligations under this Agreement (as prescribed in section 1.3), Customer will be eligible for compensation as described in section 1.3.

1.4 Zoios shall, to the extent required for the provision of Services under this agreement: (a) perform the Services substantially in accordance with this agreement and with reasonable skill and care, (b) comply with applicable laws, and (c) maintain any licences and consents that are needed to provide the Services and the System.

1.5 Zoios shall use reasonable efforts to correct promptly any material non-conformance of the System as detailed in the Documentation. However, Zoios will not be liable for: (a) the System or Services to the extent damage is caused by these being used contrary to Zoios’s instructions or this agreement or modified other than by, or on behalf, of Zoios, or (b) Customer’s connection to the System over the internet or integration to the System. Customer is responsible for ensuring that the System and Services meet its requirements and are fit for purpose. If Customer does not perform its obligations in a timely manner, then Zoios may reasonably adjust the delivery plan for the Services.

1.6 Zoios may modify the Documentation and System if it does not materially reduce the functionality of the System (and may provide alternative features that have materially the same benefits as the previous feature).

1.7 Zoios may use the name and logo of Customer for promotional and marketing purposes for the duration of this agreement.

2.1 Customer shall own any data or information uploaded by Customer and/or its Authorized Users into the System or provided by Customer to Zoios in connection with the Services (“Customer Data”), as well as any direct Results or derivative data generated by Zoios from such Customer Data in the course of providing the Services. Customer shall be responsible for the content of Customer Data and shall retain all rights to the Results derived therefrom.

2.2 Zoios shall back-up Customer Data. If there is any loss or damage to Customer Data due to a System error, then Zoios shall use reasonable efforts to restore the lost or damaged Customer Data from the latest back-up as its sole liability. Zoios shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any party other than Zoios or its subcontractors.

3.1 Customer shall: (a) cooperate with Zoios and provide any necessary information, as required to provide the Services, (b) comply with laws applicable to this agreement and maintain any necessary licences and consents to allow the use of Customer Data in accordance with this agreement, (c) procure that the Authorised Users keep their System passwords confidential, and (d) use reasonable efforts to prevent unauthorised access or use of the System and the Documentation (and if Customer is aware of unauthorised access or use, promptly notify Zoios).

3.2 Customer shall not (and Zoios may suspend Customer’s access to the System if any of the following occur, or Zoios has documented information that leads them to reasoably believes any of the following has occurred): (a) access, store, distribute or transmit any viruses or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, discriminatory or offensive, (b) except as expressly permitted under this agreement or allowed by any applicable law that is incapable of exclusion: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any portion of the System or Documentation, or (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the System, (c) use the System, Services or Documentation to provide services to third parties or build a product or service which competes with the System or Services, (d) subvert any security restrictions imposed by Zoios, including attempting to obtain, or assist others in obtaining, access to the System, other than as permitted under this agreement, (e) use the System in a way that adversely affects the System or other users use of the System, (f) make the Services, System or Documentation available to any third party or assist third parties in obtaining access, or (g) engage in any excessive or abusive use of the optional modules and/or features of the System as may be provided by the sub-processors referred to in section 3 of Appendix A from time to time, which is usage significantly in excess of average usage patterns that adversely affects the availability, functionality, speed, responsiveness and/or stability of the Services for any other customer(s) and/or any Authorised User(s) (“Excessive Usage”). Should Zoios determine that any Excessive Usage has occurred, Customer shall account to Zoios for any charges incurred by Zoios as a result of such usage.

4.1 Customer shall pay Zoios the subscription fees and charges specified in the Order Form for Customer’s use of the System and the Services (the “Charges”). The Charges are non-cancellable and non-refundable (except if this agreement is terminated by Customer for Zoios’s material breach, in which case Zoios will refund any prepaid Charges covering the remainder of the then-current Subscription Term). Customer shall pay the Charges within 30 days of receiving Zoios’s invoice.

4.2 Subscription Charges shall be invoiced on or after the “Effective Date” for the initial Subscription Term (each as specified in the Order Form) and on or after the beginning of each subsequent minimum renewal period of 12 months (“Renewal Periods”) in advance thereafter (or in accordance with section 1.2). Professional Services Charges shall be invoiced in accordance with the Order Form. Customer shall reimburse Zoios for any transaction fees that may be incurred by Zoios in connection with payments of the Charges if any are due from Customer’s bank.

4.3 The Charges are exclusive of value added, sales, use or withholding, or equivalent taxes in any jurisdiction (together, the “Taxes”), which if payable, will be additionally payable by Customer at the appropriate rate. Customer shall be responsible for, and will not withhold or deduct, any applicable Taxes on the Charges.

4.4 If Zoios has not received payment within 30 days of receipt of an invoice and has contacted (or attempted to contact) Customer both by email and by telephone referring to its rights of suspension, then: (a) Zoios may disable Customer's access to the System and suspend the Services, and (b) interest shall accrue on a daily basis at an annual rate equal to 3% over the then current base lending rate of Zoios's bankers in Denmark. If a Charge is 30 days or more overdue, then Customer shall reimburse Zoios for Zoios’s reasonable costs incurred in the collection of the overdue amount from Customer.

4.5 Zoios may increase the Charges at the start of each Renewal Period by giving not less than 60 days' prior written notice to Customer.

5.1 Zoios shall have a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate into the System and Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Authorised Users relating to the operation of the System and Services.

5.2 Nothing in this agreement will be deemed to transfer any intellectual property rights between the parties. Customer may use the System by viewing it in a browser or printing out copies for Customer’s use, but Zoios reserves all other rights.

5.3 Customer grants Zoios a non-exclusive licence to use Customer Data for the purposes of providing, supporting and improving the System and Services in accordance with the agreement.

The parties shall each: (a) keep confidential, (b) only use for the purposes of this agreement, and (c) only disclose in confidence to the recipient’s employees, contractors and advisors who need to know, the confidential information of the other party received in connection with this agreement, unless the confidential information (i) has become public knowledge otherwise than through a breach of this section, (ii) can reasonably be shown to have been known by the recipient before being received from the disclosure, (iii) was obtained by a third party that had not breached a duty of confidentiality, or (iv) is required to be disclosed by law or a party’s regulatory body. Upon termination of this agreement each party shall on request promptly return or delete the confidential information of the other party.

7.1 Zoios shall defend and indemnify Customer and Customer Affiliates, from and against:

7.1.1 any claim brought by a third party that the Services, Documentation or System infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify Customer and Customer Affiliates for any amounts awarded against Customer or Customer Affiliates in judgment or settlement of any such infringement claims, and

7.1.2 any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs, to the extent arising out of or in connection with any material breach by Zoios of the Data Processing Agreement.

7.2 Customer shall defend and indemnify Zoios and the Zoios Affiliates, from and against:

7.2.1 any claims, actions, proceedings, losses, damages, expenses and costs arising in connection with the misuse or otherwise improper use of the System and/or Documentation in breach of this agreement by Customer or by any person under the control of Customer or any Customer Affiliate; and

7.2.2 any third party or regulatory claims, actions, proceedings, or fines, and for any related losses, damages, expenses and costs, to the extent arising out of or in connection with any material breach by Customer of the Data Processing Agreement.

7.3 Section 7.1 and 7.2 are subject to:

7.3.1 the indemnifying party being given prompt notice of any matter for which indemnified party wishes to be indemnified;

7.3.2 the indemnified party providing reasonable co-operation in the defence and settlement of the relevant claim, at the indemnifying party's expense; and

7.3.3 the indemnifying party being given sole authority to defend or settle the relevant claim, provided that no settlement shall be made which prejudices the indemnified party’s rights or imposes any obligations on it without its prior written approval (such approval not to be unreasonably withheld or delayed).

7.4 In the defence or settlement of any third party claim, Zoios may procure the right for Customer to continue using the System, replace or modify the System so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on two business days' notice to Customer and compensate Customer for the remainder of the period in accordance with the Order Form.

7.5 Zoios will not be liable to Customer to the extent that an alleged infringement is based on:

7.5.1 a modification of the Services or Documentation by anyone other than Zoios or its subcontractors;

7.5.2 Customer's use of the Services or Documentation in a manner contrary to the instructions given by Zoios; or

7.5.3 Customer's use of the Services or Documentation after notice of the alleged infringement.

7.6 The foregoing states Customer's sole and exclusive rights and remedies, and Zoios's entire obligations and liability, for infringement of any intellectual property right.

7.7 Each party shall make reasonable efforts to mitigate any loss, damage or liability it may suffer or incur as a result of a breach by the other party of this agreement or in respect of which it seeks indemnification from the other party under this agreement.

8.1 Except as expressly and specifically provided in this agreement and to the fullest extent permitted by applicable law:

8.1.1 Customer assumes sole responsibility for all information, notifications, results, data or disclosures (collectively “Results”) obtained or delivered in the course of the use of the Services and the Documentation, and Zoios expressly disclaims any and all responsibility and liability in respect of such Results;

8.1.2 Zoios shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Zoios by Customer in connection with the Services, or any actions taken by Zoios at Customer's direction;

8.1.3 all terms implied by law are excluded from this agreement; and

8.1.4 the Services and the Documentation are provided to Customer on an "as is" basis.

8.2 Nothing in this agreement excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or otherwise to the extent such exclusion or limitation is not otherwise permitted by law.

8.3 Subject to section 8.2:

8.3.1 neither party shall be liable to the other party, whether in contract, tort (including for negligence), breach of statutory duty or otherwise for (a) any loss of profits, loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or (b) for any indirect or consequential loss; however arising under or in connection with this agreement, provided that this section shall not apply to limit or exclude any obligation to pay the Charges or any charges that may be owed by Customer in respect of any Excessive Usage; and

8.3.2 the total and aggregate liability of (a) Zoios and the Zoios Affiliates and (b) Customer and Customer Affiliates, in each case whether in contract, tort (including for negligence), breach of statutory duty or otherwise, arising under or in connection with this agreement shall be limited to 125% of the total subscription Charges paid or payable for the Authorised Users during the 12 months immediately preceding the date on which the claim arose.

9.1 This agreement shall commence on the Effective Date and continue for the initial Subscription Term and for successive Renewal Periods thereafter, unless (a) either party notifies the other of its intention to terminate, giving at least one full month written notice (example: if the agreement renews in April, you need to give written notice before March), to take effect at the expiry of the initial Subscription Term or then-current Renewal Period, or (b) otherwise terminates in accordance with this section.

9.2 Either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party:

9.2.1 fails to pay any amount due under this agreement and remains in default not less than 30 days after being notified in writing to make such payment;

9.2.2 commits a material breach of any other term of this agreement which breach is irremediable or (if remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; or

9.2.3 the Service is not accessible for more than 90% of the time in any single calendar month, or if the Solution is not fully accessible for more than 95% of the time over three consecutive calendar months; or

9.2.4 the other party is subject to any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity: becomes insolvent, enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts or suspends or ceases, or threatens to suspend or cease, all or a substantial part of its business.

9.3 On termination of this agreement for any reason: (a) Customer shall cease using the System and the Documentation, (b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, (c) without prejudice to Zoios’s rights in respect of Anonymised Data as set out in the Data Processing Agreement, Zoios shall delete Customer Data within 90 days of the termination of this agreement (unless otherwise requested by Customer to delete sooner), provided that Customer Data contained on backup copies of Zoios’s databases shall not be deleted for up to 180 days from the date of termination, upon expiry of the then-current backup, and Customer shall be entitled to export aggregated Customer Data via the data export functionality within the System, and (d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected.

9.4 Any provision of this agreement that expressly or by implication is intended to operate after expiration or termination of this agreement shall remain in full force and effect.

10.1 Except in relation to Customer’s obligation to pay the Charges, neither party shall have any liability for non or delayed performance by events beyond its reasonable control, provided that the other party is notified of such event and its expected duration and such affected party uses reasonable endeavours to mitigate its effect. If a party is prevented due to any such events from substantially performing its obligations under this agreement for a period in excess of 30 consecutive days, then the other party may terminate this agreement on 30 days’ written notice.

10.2 The Services including other Zoios technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Zoios and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any Authorised User to access or use any Service or Documentation in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

10.3 If there is an inconsistency between: (a) the “Special Terms” section in the Order Form and this agreement, the Special Terms shall prevail; or (b) any other terms of the Order Form and this agreement, this agreement shall prevail.

10.4 No variation of this agreement shall be effective unless it is in writing and signed by the parties’ authorised representatives.

10.5 No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.6 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to any rights or remedies provided by law.

10.7 If any provision of this agreement is found to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.8 This agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) relating to its subject matter.

10.9 Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

10.10 This agreement may not be assigned or transferred by either party without the prior written approval of the other, but may be assigned or transferred by either party without the other’s consent to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of its assets, or (c) a successor by merger. Information has to be given, and in of an acquisiton (b or c) both parties have the right to terminate the agreement in case there is a clear conflict of interest.

10.11 Nothing in this agreement shall create a partnership between the parties or authorise either party to act as agent on behalf of the other.

10.12 This agreement does not confer any rights on any third person or third party.

10.13 Any notice under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as set out in this agreement. A notice delivered by hand shall be deemed received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed received at the time of transmission.

10.14 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Danish law and subject to the exclusive jurisdiction of the Danish courts.

Below is a link to view and read the Data Processing Agreement. Furthermore, you are able to read and understand our IT and Data Security approach. There is also a link to our sub-processors (it is also included in the DPA). You can navigate via these page links:

IT & Data Security

Data Processing Agreement.

Sub-processors

This Appendix will also apply to any services to be provided under an Order Form that are described as “Professional Services” and will form part of the agreement entered into by the parties. Professional Services will be deemed to be Services.

1.1 Zoios shall provide the Professional Services to Customer as set out in the Order Form and according to any specifications provided by Zoios, subject to Customer’s payment of the applicable Charges. Any changes to the Professional Services will be subject to a change order being signed by the parties before the change is implemented. Zoios shall use reasonable efforts to deliver the Professional Services by any specified delivery dates but such dates are estimates.

1.2 The use of the System shall be governed by the agreement and not this Appendix and Customer’s right to use the System will be subject to an applicable Order Form. The purchase of Professional Services is not dependent on the delivery of any future functionality or features in the System.

1.3 Customer shall reasonably cooperate and assist Zoios in relation to the Professional Services, including: (a) allocating sufficient resources and promptly performing any tasks reasonably necessary to enable Zoios to perform the Professional Services, (b) promptly providing any necessary information, documentation, equipment or other materials, and (c) informing Zoios in advance of any applicable security or health and safety rules that apply to any site visits. Zoios shall not be liable for any delay or failure in performing the Professional Services as a result of Customer failing to provide such cooperation and assistance and may charge Customer for additional resulting costs that it incurs in performing the Professional Services.

1.4 Customer shall notify Zoios of any failure of the Professional Services to comply with this agreement within 30 days of completion. Zoios shall either reperform or otherwise remedy the Professional Services or refund the Charges for the deficient part of the Professional Services.

2.1 Subject to payment of the Charges, Zoios hereby grants Customer a non-exclusive, perpetual, sub-licensable right to use the deliverables (if applicable) for Customer’s internal business purposes.

3.1 Customer shall pay the Charges specified in the Order Form, or if no rate is specified, Zoios’s standard rates in effect at the time the Order Form is executed. If the total Charges are stated to be an estimate then the actual Charges will only exceed the estimate with Customer’s prior written approval or Zoios will cease the Professional Services when the estimate is reached.

3.2 With Customer’s prior written approval, Zoios may charge for its travel and related out-of-pocket expenses reasonably incurred by the individuals performing the Professional Services.

3.3 The Charges for Professional Services shall be invoiced on or after the Effective Date as specified on the Order Form by Zoios.

3.4 If this agreement terminates before completion of the Professional Services then Customer shall pay any unpaid Charges incurred before the termination date (pro-rated for fixed Charges on a percent-completed basis). Pre-paid Charges will be reimbursed to the extent they relate to after the termination date where Customer terminates for cause, but not otherwise. Unless otherwise specified in the Order Form, in the event that Customer has pre-purchased a block of Professional Services time, any unused time shall expire at the later of: (a) twelve months from the start date of purchase of such time; or (b) the end date of the applicable Subscription Term.

3.5 All sums payable to Zoios shall become due immediately upon termination of this Appendix.

This Service Availability Policy ("Policy") outlines the service availability commitments of Zoios, Inc. ("Zoios") to the customer ("Customer") as part of the Subscription Agreement. It defines the parameters of all service availability within the stated terms and conditions.

1.1 Zoios is committed to making the System available 24 hours a day, 7 days a week, except during maintenance periods, and except for any unavailability caused by circumstances beyond Zoios's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or internet service provider failures or delays.

1.2 Zoios strives to achieve a System availability level of at least 99.5% during any monthly billing cycle (the “Service Level Objective” or “SLO”). If Zoios fails to meet the SLO, and if Customer meets its obligations under this Agreement, Customer will be eligible to receive Service Credits as described below.

2.1 To ensure optimal performance of the System, it is necessary for Zoios to perform scheduled maintenance. Such maintenance often requires taking Zoios System offline. Zoios will endeavor to post notices of all scheduled and unscheduled downtime on the Zoios site in advance, but we cannot guarantee any notifications.

3.1 For each month in which Zoios does not meet the SLO, Customer will be eligible to receive a credit of 5% of the monthly fee for each 1% of uptime that falls below the SLO, not to exceed 100% of the monthly fee, which will be credited to the next billing cycle (“Service Credits”).

4.1 The service availability does not apply to any services that expressly exclude this Policy as stated in an Order Form or other written or electronic agreement between Zoios and Customer. Furthermore, this Policy does not apply to any unavailability, suspension, or termination of System access caused by factors beyond Zoios's control.

This Service Level Agreement (“SLA”) is also incorporated into and forms a part of the Terms of Use. In this section, “we” refers to Zoios and “you” refers to the Zoios client.

1.1. Support Availability.

You may contact your designated consultant via email for non-urgent inquiries. For urgent matters, you may call your consultant during standard business hours. We strive to acknowledge all communications within 24 hours and will endeavor to resolve any critical issues promptly.

1.2. Reporting Issues.

While we strive to provide accurate and reliable services, errors or interruptions may occur. If you experience any technical issues or encounter software bugs, please report them directly through the Zoios platform. Your report should include sufficient context to allow our engineers to diagnose and address the issue efficiently. Reported issues will be prioritized according to their severity, with an expectation that each issue is prioritized within 24 hours.

To report an issue:

2.1. Customization Limitations.

While we continually strive to enhance the platform, we do not develop features or functionality that benefit only a single or a very limited number of clients, as such customizations are not scalable.

2.2. Product Feedback.

Your feedback is highly valued and instrumental in guiding platform improvements for all users. Should you have any suggestions, please contact our Lead Product Designer, Ed Orozco, at eo@zoios.io.

Survey send-out dates are fixed.

3.1. Scope of Advisory Services.

Our consultants provide strategic advice in the areas of People & Culture, HR, and leadership, utilizing the data available in the Zoios platform. It is your responsibility to ensure that employee data is accurate and updated, with any changes made at least two business days before survey distribution. Please note that our consultants do not address platform feedback or feature requests during advisory sessions. Such inquiries should be directed to our product team (refer to Section 2.2). However, if limitations of the platform interfere with our ability to advise you effectively, please notify us accordingly.

3.2. Session Scheduling and Attendance.

Consulting sessions are scheduled to maximize the value of our advisory services. If you are unable to attend a confirmed session, you must notify us at least two hours in advance to reschedule or cancel. Failure to provide timely notice (a “No-Show”) may result in a de-prioritization of future session bookings.

3.3. No-Show Fee.

Repeated failure to attend scheduled sessions—defined as two or more no-shows within a six-month period—will incur a fee of 1500 DKK per occurrence.