Subscription and Data/Service Terms Healthy Climate Solutions

Healthy Climate Solutions, trade name of Iconize B.V., established in Driebergen-Rijsenburg, the Netherlands (Chamber of Commerce no. 77773969) — hereinafter: "SDST"
Version: 16 September 2026

Courtesy translation: this English text is a translation of the Dutch original provided for convenience only. In the event of any discrepancy, the Dutch text (ADSV) shall prevail.

These Subscription and Data/Service Terms ("SDST") supplement HCS's General Terms of Sale and apply to every Agreement that (also) provides for a subscription for use of the Service, and/or the provision of data and/or service services by HCS to the Counterparty in combination with the Equipment (including the HCM, the MCM and the EMB) and/or the EmissieXpert. Capitalised terms not defined in article 1 below have the meaning given to them in HCS's General Terms of Sale.

ARTICLE 1. DEFINITIONS

1.1. Subscription: the agreement between HCS and the Counterparty under which the Counterparty, against periodic payment, uses the Service.

1.2. Service: the data and service services offered by HCS that are provided in combination with the Equipment, including in any event the collection, processing, storage, disclosure and analysis of Data, the maintenance of the Equipment (including replacement of sensors and cameras), and the provision of a platform and/or application through which Data can be accessed.

1.3. Data: all data, measurements and image or photographic material generated or collected by the Equipment, including product data and related service data within the meaning of the Data Act.

1.4. Service Period: the period during which the Subscription is in effect, as determined in article 3.

1.5. Third Party: any party, other than HCS or the Counterparty, to whom the Counterparty wishes to grant access to Data.

1.6. Data Act: Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonised rules on fair access to and use of data.

1.7. EMB, MCM and EmissieXpert have the meaning given to them in article 1 of HCS's General Terms of Sale.

ARTICLE 2. APPLICABILITY AND ORDER OF PRECEDENCE

2.1. This SDST applies to every Subscription and to every Service provided by HCS, alongside and in addition to the General Terms of Sale.

2.2. In the event of a conflict between the General Terms of Sale and this SDST, this SDST shall prevail to the extent the matter specifically concerns the Subscription, the Service and/or the Data.

2.3. The purchase and/or transfer of ownership of the Equipment is governed by the General Terms of Sale; the right to use the Service is governed exclusively by this SDST.

→ See the General Terms of Sale, article 2.3.

ARTICLE 3. TERM, RENEWAL AND TERMINATION OF THE SUBSCRIPTION

3.1. The Subscription is entered into for the initial term stated in the Order of 12 months, commencing on the date the Service is activated.

3.2. After the initial term expires, the Subscription is automatically renewed for successive periods of 12 months, unless a party terminates the Subscription in writing, subject to a notice period of 1 month before the end of the then-current period.

3.3. Early termination by the Counterparty is not possible, except as provided in article 6.

3.4. Termination of the Subscription does not affect ownership of, or the warranty on, the Equipment under the General Terms of Sale, and vice versa.

ARTICLE 4. FEE AND PRICE CHANGES

4.1. The subscription fee is invoiced annually in advance, unless otherwise agreed. Article 11 of the General Terms of Sale (payment) applies accordingly.

4.2. HCS is entitled to change the subscription fee annually, including to compensate for cost increases. HCS shall give at least 30 days' written notice of a price change before it takes effect.

4.3. If a price increase exceeds the most recently published Dutch consumer price index (CBS) over the preceding 12 months at the time of the announcement, the Counterparty has the right to terminate the Subscription as of the date the change would take effect, by giving written notice within 14 days of the announcement.

ARTICLE 5. SERVICE LEVEL AND MAINTENANCE

5.1. HCS shall use reasonable efforts to offer the Service with an availability of 99% on an annual basis, excluding scheduled maintenance and circumstances beyond HCS's control as referred to in article 10 of the General Terms of Sale.

5.2. HCS shall replace sensors and cameras that are part of the Equipment during the Service Period in accordance with the maintenance schedule agreed at the start of the Subscription; article 9.1 of the General Terms of Sale otherwise remains fully applicable.

5.3. HCS may change or expand the functionality of the Service, provided this does not materially reduce the core functionality for which the Counterparty entered into the Subscription.

5.4. Support and helpdesk can be reached in the manner and at the times stated on HCS's website or in the Order.

→ Security updates for the Equipment and the vulnerability reporting obligation (Cyber Resilience Act) are set out in the General Terms of Sale, article 19.

ARTICLE 6. SUSPENSION AND TERMINATION OF THE SERVICE

6.1. HCS is entitled to suspend the Service in whole or in part if the Counterparty fails to meet a payment obligation on time, following a written demand and a period of 14 days to still make payment.

6.2. HCS may terminate the Subscription with immediate effect in the cases referred to in article 17 of the General Terms of Sale.

6.3. Upon termination of the Subscription, for whatever reason, HCS shall give the Counterparty a period of 90 days from the termination date to export the Data in a structured, commonly used and machine-readable format. After this period, HCS is entitled to delete the Data, unless HCS is required by law to retain it for longer.

ARTICLE 7. OWNERSHIP OF, AND ACCESS TO, DATA

7.1. Without prejudice to article 7.4 of the General Terms of Sale, all Data is and remains the property of the End User.

7.2. HCS processes the Data solely for the performance of the Service and related purposes, including maintenance, diagnostics, analysis and improvement of the Equipment and the Service.

7.3. HCS makes the Data available free of charge and, where technically feasible, in real time, via the application belonging to the Service ("the App"). Through the App, the Counterparty and/or End User can view the Data themselves, download it in a structured, commonly used and machine-readable format, and share it with a Third Party of their choice, in accordance with the Data Act.

7.4. HCS shall inform the Counterparty, before the start of the Subscription, about: (a) the nature and volume of the Data the Equipment is expected to generate, (b) whether the Data is generated continuously and in real time, (c) how the Data can be accessed, requested or erased, and (d) the retention period of the Data.

→ See also the General Terms of Sale, articles 7.4 and 6.2.

ARTICLE 8. SHARING DATA WITH THIRD PARTIES

8.1. HCS has designed the functionality referred to in article 7.3 in the App so that the Counterparty and/or End User can independently, without HCS's involvement, download Data and share it with a Third Party of their choice. This functionality is free of charge.

8.2. To the extent the Counterparty requests that Data be provided to a Third Party in a manner other than via the App (such as a structural integration or bulk supply), HCS shall provide the Data upon written request under fair, reasonable and non-discriminatory conditions. HCS may charge the Third Party a reasonable fee for such a request, not exceeding what is necessary to cover the associated costs, unless mandatory law prescribes a different standard.

8.3. HCS may refuse or partially honour a request as referred to in article 8.2 to the extent necessary to protect HCS's trade secrets within the meaning of Directive (EU) 2016/943, or if it is plausible that providing the Data will cause serious economic harm to HCS.

8.4. The Third Party is not permitted to use the Data obtained under this article to develop a product that competes with the Equipment or the Service.

8.5. This article does not affect the ability of the Counterparty and the End User to make their own arrangements, without HCS's involvement, regarding the use of Data they hold themselves.

ARTICLE 9. PERSONAL DATA

9.1. To the extent personal data within the meaning of the GDPR is processed in the performance of the Service and HCS acts as a processor within the meaning of article 28 GDPR, the parties shall enter into a separate data processing agreement, which forms part of the Agreement.

9.2. Article 6.2 of the General Terms of Sale remains fully applicable: if the Counterparty is not the End User, the Counterparty shall ensure it has a valid legal basis vis-à-vis the End User for the use of Data and personal data for diagnosis, analysis, advice and/or publication.

ARTICLE 10. LIABILITY

10.1. Article 13 of the General Terms of Sale applies accordingly to damage arising from or related to the Subscription and/or the Service, provided that HCS's liability for damage specifically arising from the Subscription in any calendar year is limited to the amount the Counterparty has paid to HCS for the Subscription (excluding the purchase price of the Equipment) in the preceding 12 months.

10.2. HCS is not liable for damage resulting from loss, corruption or temporary unavailability of Data, except in the event of intent or gross negligence on the part of HCS.

ARTICLE 11. INTELLECTUAL PROPERTY

11.1. All intellectual property rights in the software, algorithms, dashboards and platform through which the Service is provided belong exclusively to HCS or its licensors, without prejudice to article 12 of the General Terms of Sale.

11.2. The Counterparty and the End User obtain only a non-exclusive, non-transferable right to use the Service, for the duration of the Subscription and solely for their own business operations.

ARTICLE 12. AMENDMENT OF THESE TERMS

12.1. HCS may amend this SDST. An amendment shall be announced to the Counterparty in writing at least 30 days before it takes effect.

12.2. If the Counterparty does not agree to a material amendment that is to its disadvantage, it may terminate the Subscription as of the effective date of the amendment.

ARTICLE 13. GOVERNING LAW AND DISPUTES

13.1. Articles 16 and 18 of the General Terms of Sale (governing law and disputes, respectively) apply accordingly to this SDST and to the Subscription.