BENIVO TERMS OF USE Effective date: 20 July 2026 1. INTRODUCTION These terms ("Marketplace Terms") govern your purchase and use of Benivo services ("Benivo Services") acquired through the Microsoft Marketplace. Benivo Limited ("Benivo") is the provider of the Benivo Services and your contracting party. Microsoft is not a party to these Marketplace Terms. By subscribing to a Benivo offer through the Microsoft Marketplace, you accept these Marketplace Terms. 2. RELATIONSHIP TO OTHER AGREEMENTS (a) If you have entered into, or subsequently enter into, a written master services agreement, subscription agreement, or order form with Benivo (a "Benivo Agreement"), that agreement governs your use of the Benivo Services and takes precedence over these Marketplace Terms in the event of any conflict. (b) Where you acquire the Benivo Services under a private offer with terms attached by Benivo, those attached terms take precedence over these Marketplace Terms. (c) These Marketplace Terms apply in full only where no Benivo Agreement or private offer terms are in place. (d) Enterprise subscriptions to the Benivo Services are ordinarily provided under a Benivo Agreement. Benivo will contact you following your subscription to complete onboarding and, where applicable, execute a Benivo Agreement and Data Processing Agreement. 3. SUBSCRIPTION AND ACCESS (a) Your subscription entitles you to access the Benivo Services in accordance with the plan, quantities, and any usage dimensions specified in the offer you purchased. (b) Access requires account provisioning. Benivo will provision access following activation of your subscription. (c) You may permit your employees, assignees, dependants, and authorised personnel ("Authorised Users") to use the Benivo Services. You are responsible for their compliance with these Marketplace Terms. (d) You may not resell, sublicense, reverse engineer, or use the Benivo Services to build a competing product. 4. FEES AND BILLING (a) Fees are as set out in the offer. Billing and payment are processed through the Microsoft Marketplace. (b) Where your plan includes metered or usage-based dimensions, usage is measured by Benivo and reported for billing in accordance with the applicable billing cycle. Benivo will make usage data available to you on request. (c) Cancellation and refund rights are governed by the Microsoft Marketplace refund policy applicable to your purchase. (d) Benivo may suspend access for non-payment or material breach, following 15 days' written notice and an opportunity to cure, except where immediate suspension is necessary to address a security or legal risk. 5. DATA PROTECTION (a) The Benivo Services process personal data relating to your employees and their family members, which may include immigration, identity, and dependant data. (b) Benivo acts as processor in respect of such data and processes it on your documented instructions. A Data Processing Agreement will be executed as part of onboarding and will govern this processing. Pending execution, Benivo will process personal data only as necessary to provide the Benivo Services and in accordance with applicable data protection law. (c) You retain ownership of your data. Benivo will maintain appropriate technical and organisational security measures and will notify you without undue delay of any personal data breach affecting your data. (d) Benivo's handling of personal data is further described in the Benivo Privacy Notice at https://www.benivo.com/privacy-policy. 6. INTELLECTUAL PROPERTY Benivo and its licensors own all intellectual property rights in the Benivo Services. You own all rights in the data you submit and grant Benivo only the licence necessary to provide the Benivo Services. 7. WARRANTIES (a) Benivo warrants that the Benivo Services will be provided with reasonable skill and care and will perform materially in accordance with the applicable documentation. (b) Benivo does not warrant that the Benivo Services will be uninterrupted or error-free. Except as expressly stated, and to the extent permitted by law, all other warranties and conditions implied by statute or common law are excluded. (c) Nothing in the Benivo Services constitutes legal, immigration, or tax advice unless expressly provided by a regulated adviser identified as such. You remain responsible for your own compliance with applicable law. 8. LIMITATION OF LIABILITY (a) Nothing in these Marketplace Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law. (b) Subject to (a), neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, or goodwill. (c) Subject to (a), each party's total aggregate liability is limited to the fees paid or payable by you under your subscription in the 12 months preceding the event giving rise to the claim. 9. TERM AND TERMINATION (a) These Marketplace Terms apply for the duration of your subscription. (b) Either party may terminate for material breach not cured within 30 days of written notice. (c) On termination, you may export your data for 30 days, after which Benivo will delete or return it in accordance with the applicable Data Processing Agreement. 10. CHANGES Benivo may update these Marketplace Terms. Where a change is material and detrimental to you, Benivo will provide at least 30 days' notice and you may terminate the affected subscription without penalty before the change takes effect. 11. GENERAL (a) These Marketplace Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. (b) Neither party may assign without the other's consent, except to an affiliate or in connection with a merger or sale of substantially all assets. (c) Notices to Benivo should be sent to [legal@benivo.com]. Benivo Limited, 5th Floor, 167–169 Great Portland Street, London W1W 5PF, company number 07268894.