SIRIUS — Terms and Conditions

These Terms & Conditions ("Terms") govern the access to and use of CLIMACT's web-based platform (the "Webtool"). The contracting party is the organization — the legal entity that holds the license — (the "Licensee"). By clicking "I have read and accept the General Terms and Conditions", any user logging in under that organization's account accepts these Terms on behalf of the Licensee, and such acceptance creates a binding agreement between CLIMACT SA ("CLIMACT" or the "Licensor") and the Licensee. The user represents and warrants that they are authorised to bind the Licensee.

A separate document (the "Purchase Order") is established to complement the Terms by setting out the commercial details specific to the Licensee, such as the duration of the license, the applicable fees, credits, the number of users, payment terms, and any included services. Purchase Orders are agreed manually between CLIMACT and the Licensee.

For the purposes of these Terms:

• Activation of Access: the moment CLIMACT provides the Licensee with access to the Webtool, enabling users of the organization to authenticate and use the platform.
• Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with, such entity. It includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the Party has operational or management control.
• Applicable Data Protection Legislation: Regulation (EU) 2016/679 (GDPR), Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data, and all other applicable data protection and privacy laws, as amended or replaced.
• Bug: any reproducible error, defect, or malfunction in the Webtool that prevents it from operating in accordance with its intended functionality or the specifications provided by the Licensor, and that is not caused by improper use, external factors, Licensee or third-party systems or components beyond the control of the Licensor.
• Force majeure: an event or circumstance beyond the control of a Party, occurring without fault or negligence of the Party and which the Party could not reasonably have foreseen and prevented, which hinders its performance of all or part of the Terms or the Purchase Order, whether temporarily or permanently.
• Licensee: the organization (legal entity) that holds the license and is bound by these Terms. Users accessing the Webtool do so as members of the Licensee's organization, under the Licensee's authority and responsibility.
• Licensor: CLIMACT.
• Party: either CLIMACT or the Licensee, each being a party to this Agreement in its own right.
• Parties: CLIMACT and the Licensee collectively.
• Purchase Order: the separate document agreed manually between CLIMACT and the Licensee specifying the commercial variables of the license (fees, credits, number of users, duration, payment terms, etc.).
• Warranty Period: period referred to in Article 9.1 during which the Licensor warrants that the Webtool will conform to the requirements and specifications necessary to fulfill the purpose for which the Purchase Order was concluded.
• Webtool: CLIMACT's web-based platform (SIRIUS) for assessing physical and transition climate risks on asset portfolios, including exposure analysis, scenario-based hazard comparisons, financial impact modelling, and report generation.

2.1 CLIMACT grants the Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Webtool for its internal business purposes during the license term specified in the Purchase Order.

2.2 This right of use is also extended to the Licensee's Affiliates, provided that such use is strictly limited to their internal business purposes and that they act under the Licensee's authority and responsibility under these Terms. In the case of partnerships and joint ventures, the extension of the license is submitted to prior written acceptance of the Licensor.

4.1 Data entered and processed

All data entered by the Licensee into the Webtool (including asset locations, coordinates, site identifiers, company names, analysis parameters and custom thresholds) are stored on secure servers operated by CLIMACT (AWS, region eu-central-1) to enable the proper functioning of the Webtool and the generation of exposure and risk analysis results. The data are associated with the Licensee's organization and its users for the purpose of providing the licensed service.

4.2 Data retention and availability

Analyses and results are retained for the duration of the license and while the Licensee's account is active. In the event of termination or expiration of the license, data shall be retained for thirty (30) calendar days, after which they shall be permanently deleted and may not be recovered. The Licensee may request in writing that the Licensor retain the data beyond this thirty (30) day period; such retention shall be granted at the Licensor's discretion and may be subject to additional conditions.

The Licensor shall use reasonable efforts to ensure the availability of the Webtool and the data, but makes no warranty of uninterrupted operation or absolute availability.

4.3 Data access and use by CLIMACT

CLIMACT may access the data (analyses, sites, results) to the extent strictly necessary for technical support, maintenance, and operation of the Webtool. The data shall not be used for any other purpose (including marketing, resale, or analytics) without the Licensee's prior written consent.

4.4 Data export and deletion

The Licensee may export its data (sites, results) through the export functionalities provided in the Webtool (e.g. CSV, Excel, PDF, as per the features included in the Purchase Order). Upon written request, CLIMACT shall proceed with the deletion of the Licensee's data in accordance with the retention policy and applicable data protection obligations.

4.5 Limitation of liability

The Licensor shall have no obligation or liability with respect to any loss, deletion, or unavailability of data resulting from technical incidents, maintenance, the retention policy, or termination of the license.

5.1 Access to the Webtool shall be granted through authentication via AWS Cognito. Users of the Licensee's organization shall be the only persons authorized to access the Webtool under the Licensee's account. The Licensee shall ensure that only employees or authorized persons acting under its authority and responsibility, or those of its Affiliates, are granted access. The Licensee shall not share access credentials with any third party outside its organization or its Affiliates.

5.2 If a user is no longer authorized to access the Webtool (e.g. change of employment), the Licensee shall request the modification or revocation of such user's access. Such a request must be made in writing to the Licensor. The Licensor shall proceed with the change within a reasonable timeframe.

5.3 The Licensee shall be fully responsible for ensuring the confidentiality, security, and proper use of access credentials. In the event of any unauthorized access or suspicion thereof, the Licensee shall immediately inform the Licensor.

5.4 If the Licensor determines that access has been subject to misuse, a breach of this clause, or access by unauthorized third parties, it reserves the right to restrict, suspend, or revoke access to the Webtool without incurring any liability for any resulting loss or disruption.

6.1 The Licensee is expressly prohibited from modifying, altering, reverse-engineering, decompiling, disassembling, or attempting to derive the source code of the Webtool, either in whole or in part. The Licensee shall not develop, have developed, or assist in the development of any software, tool, or service that replicates, imitates, or is substantially inspired by the functionalities, structure, user interface, or logic of the Webtool, whether directly or indirectly, for any commercial purpose. The Licensee shall also refrain from attempting to circumvent any technical limitations or security measures implemented by the Licensor.

6.2 Any unauthorized modification, reproduction, or use of the Webtool shall constitute a material breach of the Terms, entitling the Licensor to terminate the Purchase Order with immediate effect, without prejudice to any other rights or remedies available under applicable law.

7.1 In consideration of the rights granted under the Purchase Order, the Licensee shall pay the license fee and any additional charges (including credits or other fees) specified in the Purchase Order.

7.2 The amount of the license fee, the number of credits (if applicable), and the billing arrangements are specified in the Purchase Order.

7.3 The Licensor reserves the right to revise the license fee applicable to any subsequent contractual period. Any such revision shall take effect only upon renewal of the license and shall not affect the fees applicable to the ongoing contractual term. The revised fee shall be communicated to the Licensee in due time prior to renewal and shall apply only if the license is effectively renewed.

7.4 Where the license is granted for multiple years, invoicing arrangements for the entire period are determined in the Purchase Order, unless otherwise agreed in writing.

7.5 The license fee may cover services such as training, technical support, maintenance, or consulting, to the extent expressly included in the Purchase Order. Additional services beyond those listed in the Purchase Order may be provided by the Licensor upon request and shall be invoiced separately under the applicable conditions.

7.6 All fees are exclusive of VAT and any other applicable taxes, unless otherwise stated.

8.1 The license fee referred to in Article 7 shall be invoiced by the Licensor upon Activation of access to the Webtool. Activation shall be deemed to have occurred irrespective of whether the Licensee has made actual use of the Webtool, provided that the Licensor has fulfilled its obligation to make access available.

8.2 The license fee covers the entire duration of the license period, as defined in the Purchase Order. Unless expressly agreed otherwise in writing, the license fee shall be invoiced in a single instalment and shall be payable by the Licensee within thirty (30) calendar days from the date of issuance of the invoice.

8.3 Any charges for optional services not included in the license fee shall be invoiced separately and shall be payable under the same conditions, unless otherwise specified in the relevant invoice.

8.4 The amounts are stated exclusive of the taxes that the Licensee is responsible for paying.

8.5 Any invoice which has not been contested by the Licensee within twenty (20) days of its receipt, by registered letter stating the reasons for the contestation, will be deemed to have been accepted by the Licensee.

8.6 In the event of non-payment by the Licensee within thirty (30) calendar days of the due date of the invoice, and in the absence of a legitimate reason justifying this delay, interest may be applied to the unpaid amount. The rate applied will be limited to the legal interest rate in force at the time of payment.

8.7 Without prejudice to the previous article, a fixed compensation for collection costs of forty (40) euros shall be payable automatically for each invoice without prejudice to any other reasonable compensation for all other recovery costs incurred as a result of late payment.

8.8 Without prejudice to the application of interest as provided above, the Licensor shall also be entitled, in the event of any license fee remaining unpaid by its due date, to suspend the Licensee's access to the Webtool without prior notice and without any liability. If the Licensee fails to remedy the breach within twenty (20) calendar days following a formal notice, the Licensor may terminate the Purchase Order by written notice, without prejudice to any other rights or remedies.

9.1 The Licensor warrants, during the entire period covered by the access to the Webtool granted to the Licensee, that the Webtool complies with the requirements and specifications necessary to fulfill the purpose for which the Purchase Order was concluded.

9.2 During the Warranty Period, the Licensor will correct, free of charge, Bugs in the Webtool that have been notified without delay by the Licensee.

9.3 The warranty depends on the Licensee's compliance with its obligations under the Terms and the Purchase Order. The warranty referred to in Article 9.1 does not apply in the following cases: (i) the Licensee has, without the Licensor's authorization or in breach of these Terms, made modifications or authorized third parties to make modifications or adaptations; (ii) the Licensee has used the Webtool in combination with non-compliant software or hardware; (iii) the Licensee has made incorrect or inappropriate use of the Webtool.

9.4 Except as expressly stated in the Terms or the Purchase Order, the Licensor makes no warranty that the Webtool will operate without interruption or be free from errors. The Licensor warrants to put all reasonable efforts to ensure the proper functioning and availability of the Webtool.

9.5 The Licensee acknowledges that the results generated by the Webtool are based on the Climact API, climate model projections (including CMIP6), IPCC-aligned warming scenarios, and the Licensor's best knowledge and understanding of such methodologies as of the date of access. The Licensor undertakes to monitor relevant updates or modifications to such methodologies and to reflect such changes in the Webtool within a reasonable timeframe, provided that the updates are sufficiently clear and applicable.

9.6 The Licensor provides no warranty as to the exhaustiveness, accuracy, or fitness of the results for use as the sole basis of any commercial, financial, or regulatory decision-making process. The Webtool is a decision support tool and the use of its outputs remains under the sole responsibility of the Licensee.

10.1 The Licensor shall provide the Licensee with the training necessary to ensure proper use of the Webtool, to the extent and in the manner specified in the Purchase Order.

10.2 By default, training may be delivered via video conference. The format, duration, and language shall be as agreed in the Purchase Order or upon request, subject to availability.

10.3 Additional training or consulting services, other than those detailed in the Purchase Order, may be provided by the Licensor upon request and shall be invoiced separately under the applicable conditions.

11.1 The Licensor shall provide support and maintenance to the Licensee to ensure the proper functioning and availability of the Webtool. In the event of a malfunction, Bug, or other technical issues, the Licensee shall contact the Licensor in accordance with Article 11.5, who shall use reasonable efforts to identify and resolve the issue within a reasonable time.

11.2 The Webtool may be temporarily unavailable during scheduled or unscheduled maintenance windows. The Licensor shall make reasonable efforts to minimize disruptions and to restore access within a reasonable timeframe. Where feasible, the Licensor will inform the Licensee in advance of planned maintenance.

11.3 The Licensor is not obliged to provide support and maintenance if: (i) the Licensee has used the Webtool in combination with non-compliant software or hardware; (ii) the Licensee has, without the Licensor's authorization or in breach of the Terms, made modifications or authorized third parties to make modifications; (iii) the Licensee has made incorrect or inappropriate use of the Webtool; (iv) the Licensee has failed to install any updates required by the Licensor within the specified time.

11.4 The Licensor may, at its sole discretion, choose to assist the Licensee in any of the situations listed in Article 11.3, and will in such case make reasonable efforts to provide support in a timely manner.

11.5 Any technical issue, malfunction, or support requests shall be communicated without undue delay to: [email protected].

11.6 To enable the Licensor to provide support and maintenance, the Licensee shall: (a) upon notification of a Bug, provide the Licensor with all reasonably available information, including at minimum a description of the steps to reproduce the Bug, the expected and actual functioning of the Webtool, and relevant technical environment details; and (b) offer necessary cooperation as required.

12.1 All intellectual property rights in the Webtool shall remain vested in the Licensor. The Licensee shall only be granted a limited license as set forth in Article 2.

12.2 Without prejudice to Article 12.1, the results generated through the authorized use of the Webtool by the Licensee shall be the property of the Licensee.

12.3 The Licensee represents and warrants that it holds all necessary rights, licenses, and authorizations to use any data, software, tools, or other resources it integrates into or uses in connection with the Webtool. The Licensee shall indemnify and hold CLIMACT harmless from and against all claims, liabilities, damages, or costs arising from any third-party claim alleging that such use infringes any intellectual property right or other proprietary right.

13.1 Each Party shall respect the strict confidentiality of all information it receives about the other Party, including but not limited to the data entered by the Licensee, each Party's technical and operational structure, its products and services, and its financial information.

13.2 All information exchanged may only be used for the purposes of performing the Purchase Order and may only be shared with employees who need this information on a strict need-to-know basis. Neither Party will be authorised to disclose Confidential Information to a third party without the prior written authorisation of the other Party.

13.3 The following types of information do not constitute Confidential Information: (i) information legally obtained from a third party; (ii) information legally known to a Party prior to the conclusion of the Purchase Order; (iii) information that has entered the public domain through no act or omission of a Party; (iv) information independently developed without breaching the Terms or the Purchase Order.

13.4 If a Party is required by law or by a decision of a regulatory, administrative or other competent body to disclose Confidential Information, that Party shall notify the other Party of such request, if it is authorised to do so. If not authorised to inform, the disclosure shall be limited to that which is strictly necessary and the other Party shall be informed as soon as the disclosing Party is authorised to do so.

13.5 The obligation of confidentiality shall survive termination of the Purchase Order for a period of five (5) years.

14.1 Notwithstanding the confidentiality obligations set forth in Article 13, the Licensee is authorized to refer to the Webtool in its communications, provided that any such reference clearly attributes the development and the ownership of the Webtool to CLIMACT.

14.2 Conversely, CLIMACT shall be entitled to name the Licensee as a client for promotional or advertising purposes, provided that such references remain factual and do not disclose any confidential information without prior written consent. For avoidance of doubt, this would be limited to the name of the Licensee and a simple reference to its utilization of the Webtool.

15.1 Each Party shall at all times comply with its respective obligations under all applicable Data Protection Laws in relation to all personal data which are processed in connection with the Webtool. To the extent that the Licensor, as processor, processes personal data on behalf of the Licensee, the Licensee, as controller, shall remain responsible for determining the purpose and means of such processing and the Licensor shall comply with all reasonable instructions provided by the Licensee in this regard. The Parties shall enter into a data processing agreement at the first request of either Party.

16.1 Each Party has the right to terminate the Purchase Order at any time and for any reason by giving one (1) month written notice. Such termination shall be notified by registered letter to the other Party. Termination of the Purchase Order shall result in the immediate cessation of the license as of the effective date of termination and shall automatically end the application of these Terms, except as otherwise provided.

16.2 Each Party has the right to terminate the Purchase Order by sending a written notice of termination: (i) in the event of a material breach of the Terms or the Purchase Order by the other Party, provided that the latter does not remedy the breach within forty-five (45) days; (ii) in the event of Force Majeure lasting more than sixty (60) calendar days.

16.3 Each Party has the right to terminate the Purchase Order by sending a written notice of termination: (i) if the other Party is declared bankrupt, makes an admission of bankruptcy or is the subject of a petition for bankruptcy or is manifestly insolvent; (ii) in the event of the dissolution and/or liquidation of the other Party; (iii) if all or part of the assets of the other Party have been the subject of an enforcement and/or protective attachment or if other enforcement or protective measures have been taken.

16.4 As from the effective date of termination, the Parties shall cease to use all the Confidential Information and intellectual property rights of the other Party, except to the extent permitted by the Terms.

16.5 In case of termination, the fee determined in the Purchase Order remains entirely due and shall not be reimbursed.

17.1 The Licensor's liability shall not be limited in the event of death or personal injury caused by its negligence. Nor shall it be limited in any other case where the law prohibits a limitation of liability.

17.2 Where the Licensor is held liable, it agrees to compensate for damage which results directly from a breach of the Purchase Order and/or the Terms. Without prejudice to Article 17.1 above, the amount of compensation is limited to the amount owed by the Licensee to the Licensor. The same applies to extra-contractual liability.

17.3 The Licensor shall not be held liable for any direct or indirect commercial, technical or legal decisions made by the Licensee or any third party on the sole basis of the outputs, scores, simulations or reports generated by the Webtool. The Licensee acknowledges and accepts that the results provided by the Webtool are indicative in nature and are intended solely as a decision support tool for analysis. The use of such results shall remain under the sole responsibility of the Licensee. The Webtool is an aid to decision-making and nothing more; it does not constitute professional advice and shall not be relied upon as the sole or primary basis for any commercial, financial, regulatory, or investment decision.

18.1 In the event of Force Majeure, the performance of the Purchase Order may be suspended. The Party invoking Force Majeure shall promptly notify the other Party by registered letter of the reasons and circumstances which, in its opinion, constitute such an event and the foreseeable duration thereof.

18.2 If the situation constituting Force Majeure prevents one Party from performing its contractual obligations for a period of more than sixty (60) consecutive days, at the end of this period the other Party shall have the right to terminate the Purchase Order immediately by written notice according to Article 16. Any services already provided by CLIMACT shall be invoiced.

19.1 The Purchase Order and the Terms shall be governed by and construed in accordance with Belgian law.

19.2 In the event of any dispute concerning the conclusion, performance, interpretation and/or termination of the Purchase Order or the Terms, the Parties undertake to enter discussions in good faith with a view to resolving the dispute amicably.

19.3 If the Parties are unable to reach an amicable settlement within forty-five (45) calendar days from the date on which one Party provides the other with a written notice expressly identifying the dispute and its subject matter, the Nivelles Business court will have exclusive jurisdiction to settle the dispute.

20.1 The Terms, together with the Purchase Order, constitute the entire agreement between the Parties and supersede all prior agreements, understandings and proposals of the Parties, whether oral or written, relating to the subject matter of these Terms and the Purchase Order.

20.2 In the event of any inconsistency or conflict: (a) between these Terms and the Purchase Order, the Purchase Order shall prevail for the commercial details it expressly governs; and (b) between these Terms and any other contractual document, these Terms shall prevail.

20.3 Neither Party may assign or transfer the agreement without the prior written consent of the other Party.

20.4 If any provision or part of a provision of these Terms is declared null, illegal, invalid or inapplicable, the other provisions of these Terms shall remain in force. The Parties will negotiate in good faith to remedy the nullity, illegality, invalidity or inapplicability of the provision by replacing it with a legal, valid or applicable provision having, as far as possible, the same scope and meaning as the original provision.

20.5 The provisions expressly designated to survive termination, expiry or cancellation or which by their nature should reasonably survive any termination, expiry or cancellation of these Terms or the Purchase Order shall continue in full force and effect. This expressly includes, but is not limited to, the provisions relating to intellectual property rights (Article 12); confidentiality (Article 13); and liability (Article 17).

20.6 Amendments to these Terms and the Purchase Order are only valid if agreed in writing and signed by authorised representatives of both Parties.

20.7 All notices, requests and communications between the Parties under these Terms and the Purchase Order shall be made in writing to the following e-mail addresses: (i) [email protected]; (ii) [email protected].

20.8 The failure or neglect of a Party to enforce a right or impose sanctions under these Terms or the Purchase Order shall not be deemed a waiver of that Party's rights. A waiver is only effective if it is given in writing by the Party waiving its rights.

For questions about these Terms, support requests, or to exercise your data subject rights, contact: [email protected]