Partner Program Terms and Conditions

These Terms and Conditions ("Agreement") govern the relationship between you ("Partner") and DecideAct Solutions ApS ("DecideAct”), CVR No. 36080191, Østre Kajgade 3, 3730 Nexø, Denmark, in connection with the Partner Program of DecideAct (“Partner Program”). By entering into this Agreement through signing up to the Partner Program you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, you must not sign up to the Partner Program.

1. Software

The Software is entitled “DecideAct” a software tool designed to monitor and track strategic initiatives in alignment with corporate objectives. DecideAct A/S, CVR. 36077735, a company of the DecideAct Group, is the owner and developer of the
software known as DecideAct. The Software is compatible with desktops, tablets, and mobile devices.

2. Grant of Rights

2.1 DecideAct represents and warrants that it owns or otherwise controls all rights, title, and interest in and to the Software (as defined herein). Accordingly, the Partner shall not assert any claim, whether direct or indirect, relating to the Software.

2.2 DecideAct hereby appoints the Partner as a non-exclusive representative for the purpose of identifying potential customers for the Software. The Partner accepts this appointment, subject to the terms and conditions set forth in this Agreement.

2.3 The Partner acknowledges that they have no authority to execute or sign any agreement on behalf of DecideAct, nor shall the Partner have the authority to bind DecideAct to any agreement without the prior written consent of DecideAct. It shall be within DecideAct’s sole discretion whether to enter into any agreement with any potential customer.

3. Relationship of the Parties

3.1 The rights and obligations granted under this Agreement are non-exclusive, and the Partner acknowledges that DecideAct may appoint other partners or representatives and engage in direct sales activities without limitation.

3.2 While DecideAct refers to the contracting party as "Partner" for the purposes of this Agreement, this terminology is for convenience only and does not establish a legal partnership, joint venture, or agency relationship between them. Both
parties shall remain independent contractors, and neither party shall have the authority to bind or create obligations on behalf of the other, except as expressly stated in this Agreement.

4. Access to DecideAct’s Software

The Partner shall be granted access to DecideAct’s Software and will receive their own account credentials. By registering for the Software, the Partner agrees to be bound by the Terms and Conditions of the Software, the Privacy Policy, and the Data
Processing Agreement (DPA) as applicable.

5. Installation and Integrationn

5.1 DecideAct will provide the Partner with a unique referral code that should be used by the referred customer when signing up to the DecideAct Software to ensure accurate tracking and attribution of referrals.

5.2 DecideAct will provide the Partner with its standard guidelines for the Software's integration process. The integration timeline and acceptance testing procedures shall be mutually agreed upon by the Partner, the customer’s technical administrator, and DecideAct. The agreed-upon timeline will form part of the customer-specific contract between the customer and DecideAct.

6. Intellectual property

DecideAct grants the Partner a non-exclusive, non-transferable and revocable license to use the DecideAct trademarks, logos and promotional materials solely for the purpose of prompting the purpose of this agreement as set forth in these Terms and
Conditions. The Partner agrees not to modify, alter or create derivative works from DecideAct’S intellectual property without prior written approval. The Partner shall comply with all branding and promotional guidelines provided by DecideAct and shall
not alter or modify any marketing materials provided by DecideAct without prior written consent.

7. Commission

7.1 There shall be two distinct commission types based on how the Partner refers customers:

Consultants: When the Partner refers customers who are their own clients and actively manages the relationship with those customers and such customers sign up to the DecideAct software and reference the Partner’s unique referral
code.
Affiliates: When the Partner refers new customers who are not their clients and are not actively managed by the Partner to the DecideAct Website and such customers sign up to the DecideAct software and reference the Partner’s
unique referral code.

7.2 Commission for Consultants (Referral and Active Client Management): For customers referred by the Partner, who are the Partner's clients and are actively managed by the Partner, the Partner shall receive commission as follows:

20% of the subscription fee paid (excluding VAT) by the first 10 referred customers.
30% of the subscription fee paid (excluding VAT) by the next 20 referred customers (11th to 30th).
40% of the subscription fee paid (excluding VAT) by the 31st referred customer and any additional referred customers.

7.3 Commission for Affiliates (Referral only, No Active Management): For customers who sign up for DecideAct’s Software and reference the Partner’s referral code, but who are not actively managed by the Partner, the Partner shall receive 10% of the subscription fee paid (excluding VAT) by each referred customer.

7.4 In the event that the total number of users from referred customers exceeds 500, DecideAct may, at its sole discretion, grant the Partner additional benefits as specified on the following website: [link].

7.5 The Partner is solely responsible for reporting and paying any taxes, duties or levies applicable to commissions earned under this Agreement. DecideAct will not withhold taxes unless required to do so by applicable law.

7.6 Commissions will not be paid on subscriptions that are canceled before any subscription fee has been paid (e.g. if the customer exercises their right to withdraw). If commissions have already been paid for such (canceled) subscriptions, DecideAct reserves the right to deduct the corresponding amountfrom future payouts.

7.7 DecideAct retains the right to change, modify, or cancel any commission plan at any time. The Partner will be informed about any changes made to the commission plan beforehand and at least 14 days in advance.

7.8 As between the Consultant Partner and the referred Customer, the referred Customer retains the right to access and use their DecideAct Software User Account associated with the Subscription Service regardless of whether the Partner ends their contractual relationship with the referred Customer or not. The referred Customer that has become a DecideAct Software User will own and retain all rights to their User data.

7.9 A Partner may only enter into one Partner Agreement with DecideAct at a time. Partners who have already entered into a Partner Agreement with DecideAct may only sign up for this Partner Program if their existing Partner Agreement has been
formally terminated. If a Partner wishes to terminate their existing Partner Agreement to join this Partner Program, they may contact us at support@decideact.net for assistance. In any case, a Partner may not claim commission more than once for the same payment from a referred user. If a Partner signs up for this Partner Program despite already having an active Partner
Agreement or any other contract with DecideAct that includes user referrals as its subject, they forfeit any right to claim commission more than once for the same payment from the same user.

8. Accounting Dates, Reports, and Payment

8.1 DecideAct shall pay the Partner any commission owed for referrals at the end of each calendar quarter. Payments will cover referrals made up until the end of the second-to-last month of the quarter to allow time for verification. For example,
commissions for referrals made by the end of February will be paid at the end of the first quarter, commissions for referrals made between March 1st and May 31st will be paid at the end of the second quarter, and so on.

8.2 To qualify for commission, all new customers must reference the Partner’s unique referral code. If a customer has already been introduced to DecideAct’s Software or is a client of the Partner but fails to reference the Partner’s unique referral code,
the Partner will not be entitled to commission for that customer unless the Partner can provide sufficient proof that the sign up of the new customer is directly based on Partner’s referral. It shall be solely at DecideAct’s discretion to determine whether the proof provided by the Partner regarding the referral of a customer is sufficient and satisfactory.

9. Term and termination

9.1 The minimum term of this Agreement shall be 24 months, commencing from the date the Partner signs up for the Partner Program (“effective date”). Following the expiration of the initial term, either party may terminate this Agreement at any time by providing three (3) months' written notice to the other party.

9.2 DecideAct reserves the right, within the first six (6) months, to conduct a due diligence and compliance check on the Partner. If DecideAct determines that the Partner has failed to meet DecideAct’s compliance or ethical standards or has not
signed up solely for the purpose of referring customers, DecideAct may terminate this Agreement immediately. Any commissions due for referred customers up to the point of termination shall still be paid.

9.3 DecideAct reserves the right to terminate this Agreement immediately upon

9.3.1 The Partner’s material breach of this Agreement.
9.3.2 The Partner becoming subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.3.3 DecideAct determining that the Partner is acting in a way that has or may negatively reflect on or affect DecideAct, DecideAct’s prospects, or DecideAct’s customers.

9.4 The termination of this Agreement shall not affect Decideact’s obligation to pay any commission that has become due in accordance with this Agreement up to the date of termination.

10. Modifications to these Terms and Conditions

10.1 DecideAct reserves the right to modify or terminate these Terms and Conditions at any time, including commission structures, payout schedules, or eligibility criteria. Partners will be notified of any material changes via email with
at least 14 days' notice.

10.2 The Partner has the right to object to material changes with good reason within the 14-day notice period. A "good reason" is defined as an objection based on how the changes materially and adversely affect the Partner’s ability to participate in the program.

10.3 If the Partner raises an objection, DecideAct will review the objection in good faith. If the objection is deemed valid, DecideAct will work with the Partner to find a resolution. If no resolution can be reached, or if the objection is not considered
valid, DecideAct reserves the right to terminate the Partner’s participation in the Partner Program with immediate effect.

10.4 Continued participation in the Partner Program after the 14-day notice period
constitutes acceptance of the revised terms.

11. Consultant’s Responsibility and Assurances

11.1 The relationship between the Consultant and their customers, including but not limited to any agreements, obligations, and responsibilities, is solely the responsibility of the Consultant. This responsibility extends to their engagement with customers before and after signing up for the DecideAct Software. The Consultant is solely responsible for ensuring that their access to and management of customer accounts within the DecideAct Software have been sufficiently discussed with the customer, legally documented in written contracts, and explicitly agreed to by the customer in writing.

11.2 By signing up for this contract and referring a customer to DecideAct, the Consultant expressly assures and warrants to DecideAct that they have obtained all necessary agreements and authorizations from the customer in compliance with applicable laws and regulations. DecideAct shall bear no responsibility or liability for any disputes, claims, or legal issues arising from the Consultant’s relationship with their customers.

12. Liability and Warranties

12.1 The Partner agrees to indemnify, defend, and hold harmless DecideAct, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of:

The Partner’s breach of this Agreement.
The Partner’s violation of any applicable laws, regulations, or third-party rights.
Any claims resulting from the Partner’s promotional activities.

12.2 The Partner has been informed that violations of sections 4, cf. section 18(1) (1-3) of the Danish Act on Business Secrets due to the betrayal of business and trade secrets and the use of templates can be punished with imprisonment or a fine in accordance with the relevant legal provisions.

12.3 In the event of any such claim or legal action, the parties shall promptly notify each other and consult before taking any action to settle or resolve the matter.

12.4 DecideAct makes no guarantees regarding the success of the Partner’s efforts under this program. Participation is at the Partner’s own risk. DecideAct shall not be held liable for any direct, indirect, incidental, or consequential damage arising from the Partner’s participation in the program, to the maximum extent permitted by law.

12.5 The Partner represents and warrants that they possess all necessary licenses, permits and approvals required for their activities under this Agreement.

12.6 The Partner represents and warrants that they will not engage in fraudulent, misleading, or harmful practices while performing their activities under this Agreement.

12.7 DecideAct shall not be held liable for any delay or failure to perform its obligations under these Terms and Conditions due to events beyond its reasonable control, including but not limited to acts of God, natural disaster, war, government actions, labor strikes or technical failures.

13. Confidentiality

13.1 Confidential Information“ mentioned in this Agreement are

all verbal and written information or material that DecideAct sends or provides, directly or indirectly and which is marked as confidential or whose confidentiality results from its matter or other circumstances.
the commissioned services and other work results.

13.2 Business secrets in this sense are in particular:

technical information such as methods, procedures, formulas, techniques and inventions,
economic information such as customer lists, pricing and financial data and sources of supply,
especially such facts concerning the business of DecideAct that are not obvious and are known only to a limited group of people and in which secrecy DecideAct has a legitimate economic interest and which should remain secret according to his expressive or discernible will.

13.3 No trade secrets in this sense are those which were already known or generally available to the Partner at the time of receipt of the information or which later, without the fault of the Partner become accessible to them.

13.4 The Parties may use the Confidential Information solely for the purpose stated in the preamble of this Agreement and only to the extent required for the purpose. Specifically, the Partner accepts not to use the Confidential Information to the advantage of the Partner’s own business or to the detriment of DecideAct’s business. The Partner is not allowed to name DecideAct as a reference on websites, in social networks and other digital forms of presentation as a reference without a written permission from DecideAct.

13.5 The Partner undertakes to treat all Confidential Information taken directly or indirectly strictly confidential, in safe custody and not to pass it on to third parties, to exploit it or to use it without the prior consent of DecideAct. The Partner further undertakes to maintain secrecy with regard to the business and trade secrets of DecideAct, in particular concerning company internals and work processes.

13.6 The duty of confidentiality does not extend to such knowledge, which is accessible to everyone or whose disclosure is obvious to DecideAct without disadvantage.

13.7 The duty of confidentiality does not extend to such knowledge, which is accessible to everyone or whose disclosure undoubtedly is not to DecideAct’s disadvantage. If the Partner has doubts as to whether or not there is a duty of confidentiality in the specific case, they are obliged to obtain instructions from DecideAct’s management whether a specific fact is to be treated confidentially or not.

13.8 All confidentiality obligations of the Partner persist after termination of this Agreement.

14. Inside Information

The shares in DecideAct are admitted to trading and official listing on Nasdaq First North Growth Market Denmark (ticker symbol: ACT, ISIN code: DK0061414471) and consequently certain Confidential Information exchanged under this Agreement may be considered inside information under applicable laws and regulations, and as such is subject to securities laws and regulations prohibiting trading in shares. In connection herewith, the Partner undertakes not to, and to cause its affiliates and employees not to, directly or indirectly, in any way acquire or agree to acquire beneficial ownership of any listed shares or any direct or indirect rights or options to acquire beneficial ownership of any listed shares of DecideAct until all inside information disclosed to the Partner under the Agreement has been made public by DecideAct in a disclosure announcement or has otherwise ceased to constitute inside information.

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Denmark.

16. Miscellaneous

16.1 If any provision of these Terms and Conditions is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.2 Failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that provision or any other provision.

16.3 The Partner may not assign or transfer their rights or obligations under these Terms and Conditions without prior written consent from DecideAct.

17. Other Documents Incorporated

This Agreement incorporates by reference the following documents, which shall be considered an integral part of this Agreement: