This Data Processing Agreement (“Agreement”) forms part of the Contract for Services (“Principal Agreement”) between

I. 5U AI B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with registered office (statutaire zetel) in Rotterdam, the Netherlands, and its offices at Anthonetta Kuijlstraat 49 B, 3066GS Rotterdam, the Netherlands, registered at the Trade Register under number 97730726, (the "Data Processor" or “Processor”);

and

II. The Customer, hereafter "Customer" acting as “Controller”

(together as the “Parties”)

WHEREAS:

A. The Customer acts as a Data Controller.

B. The Customer wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

C. The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

D. The Parties wish to lay down their rights and obligations.

NOW HEREBY AGREE AS FOLLOWS:

1 DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Principal Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means: a transfer of Customer Personal Data from the Customer to a Contracted Processor; or an onward transfer of Customer Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 “Services” means the AI-powered automation services the Processor provides to the Customer under the Agreement.

1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.

2 PROCESSING OF COMPANY PERSONAL DATA

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and

2.1.2 not Process Customer Personal Data other than on the relevant Customer’s documented instructions.

2.2 The Customer instructs Processor to process Customer Personal Data.

3 PROCESSOR PERSONNEL

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4 SECURITY

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5 SUBPROCESSING

5.1 General Authorization. Customer provides general written authorization for Processor to engage Subprocessors for the provision of the Services. The Subprocessors listed in Schedule 1 (Approved Subprocessors) are pre-approved.

5.2 Notice of Changes. Processor will notify Customer of any intended addition or replacement of Subprocessors at least 30 calendar days in advance by (i) email to the notice address in §12.2 and (ii) posting an updated list at the URL specified in Schedule 1.

5.3 Right to Object. Customer may object on reasonable, documented data-protection grounds within the notice period. If Customer objects, the Parties will discuss in good faith. If no resolution is reached within 15 business days, Customer may suspend the affected feature or terminate only the impacted portion of the Services (or, if not reasonably severable, the Agreement) with a pro-rata refund of prepaid, unused fees for the terminated part.

5.4 Information. Upon request, Processor will provide relevant information about a Subprocessor’s data-protection measures to enable Customer to assess compliance

6 DATA SUBJECT RIGHTS

6.1 Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

7 PERSONAL DATA BREACH

7.1 Processor shall notify Customer without undue delay upon Processor becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8 IMPACT ASSESSMENT

8.1 Data Protection Impact Assessment and Prior Consultation Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customerreasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9 DELETION OR RETURN OF COMPANY PERSONAL DATA

9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Customer Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Customer Personal Data.

10 AUDIT RIGHTS

10.1 Subject to this section 10, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Customer only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11 DATA TRANSFER

11.1 International Data Transfers. Processor may transfer Customer Personal Data outside the EEA (including to the United States) to the Approved Subprocessors listed in Schedule 1 and to any replacement or additional Subprocessor notified under § Subprocessing, provided that Processor ensures an appropriate transfer mechanism under Chapter V GDPR, including execution and compliance with the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module 3 (Processor‑to‑Processor) or Module 2 (Controller‑to‑Processor) as applicable, and implements supplementary measures where necessary.

12 GENERAL TERMS

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) Disclosure is required by law;

(b) The relevant information is already in the public domain.

12.2 Notice Contacts. For the purposes of notice (including Subprocessor change notices under §5.2):

12.1.1 Processor Email: legal@5u.ai; Postal: Anthonetta Kuijlstraat 49-B, 3066GS Rotterdam, Netherlands

Either Party may update its Notice Contacts by written notice to the other Party.

13 GOVERNING LAW AND JURISDICTION

13.1 This Agreement is governed by the laws of the Netherlands.

13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Rotterdam, Netherlands, without prejudice to rights of appeal available under applicable procedural law.

SCHEDULE 1: APPROVED SUBPROCESSORS