Master Subscription Agreement

Document version: 12.10.2026

Agreement and Orders

This Master Subscription Agreement (MSA) is between GLO Services AG, registration number CHE-440.055.156, VAT number CHE-440.055.156 MWST, a Swiss company with its registered office at Grafenauweg 8, CH-6300 Zug, Switzerland, e-mail: contact@globalledger.io (Global Ledger), and the legal entity identified in an Order (Customer). An individual placing an Order for Customer represents that they are authorised to bind Customer. This MSA governs Customer’s access to and use of the products and services specified in each Order (Services).

An Order is either a purchase order or order form referencing this MSA, the Services and commercial terms and signed by both parties (Purchase Order), or an order submitted through Global Ledger’s website after Customer expressly accepts this MSA version displayed immediately before submission (Online Order). Each accepted Order, together with this MSA and its incorporated Schedules, constitutes the agreement between Global Ledger and Customer in respect of the Services purchased under that Order (the Agreement). A quotation, proposal, pricing guide, sales presentation, website description, procurement document or other communication does not form part of the Agreement unless expressly incorporated into a Purchase Order executed by both parties.

A Purchase Order may be executed electronically, including through DocuSign or another electronic signature method accepted by Global Ledger. Online Orders are available only to businesses acting for business purposes. An Online Order requires no separate signature and binds only when Global Ledger activates access to the ordered Services after any required payment authorisation and satisfactory checks under its internal procedures. Before accepting an Online Order, Global Ledger may contact Customer and request additional information or documents reasonably necessary to process the Order or complete applicable compliance checks. Order acknowledgement, payment authorisation or receipt of payment alone is not acceptance. Until activation, Global Ledger may decline the Online Order. Any payment received for a declined Online Order shall be refunded, unless and for so long as applicable law requires the funds to be retained or frozen.

Customer accepts this MSA by signing a Purchase Order that references it or affirmatively accepting it before submitting an Online Order. A later Effective Date does not defer formation of a Purchase Order; an Online Order becomes binding only on activation as set out above.

An Order may vary an identified provision of this MSA only through a Purchase Order signed by both parties that identifies the variation, or an amendment signed in the same way. An Online Order selects the offered commercial terms and does not otherwise amend this MSA.

Unless this MSA expressly provides otherwise, an agreement, consent, authorisation or approval required in writing must be recorded in an accepted Order or an amendment signed by both parties. Email may be used for notices under Section 11.3 and increases under Section 4.1.1 only; other email communications do not form or amend an Order.

Customer Procurement Documents

Any purchase order number, procurement form, vendor portal entry, acknowledgement or other document issued or submitted by Customer is for Customer’s administrative convenience only. Any terms contained in or referenced by such document are void and do not amend or supplement the Agreement, even if acknowledged, signed, processed or accepted for payment by Global Ledger, unless those terms are expressly incorporated into a Purchase Order executed by both parties in accordance with this MSA.

Order of Precedence

In the event of a conflict between documents forming part of the Agreement:

(a) a Purchase Order prevails over this MSA only to the extent that it expressly identifies the provision of this MSA that is being varied and states that the identified provision is varied for that Purchase Order;

(b) the Data Processing Addendum prevails in respect of the processing of Customer Personal Data;

(c) this MSA prevails over the other Schedules unless this MSA expressly provides otherwise; and

(d) an Order prevails over the Product Guide, and a Purchase Order prevails over Schedule A, with respect to the Services, quantities, Fees, service levels and other commercial entitlements expressly stated in that Order.

An Online Order may select Services and commercial terms offered by Global Ledger but does not amend or override this MSA or any applicable Schedule.

Schedules

The following documents are set out in this MSA and form part of the Agreement where applicable to the Services purchased under an Order:

(a) the Support and Service Level Schedule (Schedule A);

(b) the Data Processing Addendum (Schedule B); and

(c) the Security Schedule (Schedule C).

An Order may identify additional terms applicable to particular Services.

Global Ledger may update a Schedule from time to time. An update will not materially reduce Customer’s contractual rights or materially increase Customer’s obligations in respect of an existing paid Order during its then-current term, unless the change is reasonably necessary to comply with applicable law, address a material security or legal risk, or is accepted by Customer.

Other updates may take effect when published. A material change affecting an existing Order will otherwise take effect upon the next renewal of that Order, provided that Global Ledger gives Customer reasonable prior notice of the change.

The version of this MSA accepted by Customer, together with the versions or effective dates of the applicable Schedules, may be recorded electronically by Global Ledger and form part of Global Ledger’s records of the Agreement.

Definitions

Affiliate means an entity directly or indirectly controlling, controlled by or under common control with a party; control is the power to direct its management.

Applicable Sanctions Laws means economic or financial sanctions, trade embargoes, restrictive measures, export, re-export or import controls, anti-boycott rules and similar restrictions to the extent legally binding on the relevant party, Services or activity by reason of an applicable jurisdictional connection, including a party’s location, operations, Users, infrastructure, payment flows, data hosting, software or technology. Where such a connection exists, they include measures of Switzerland, including those under the Embargo Act administered by SECO, the United Nations, the European Union, the United Kingdom and the United States, including measures administered by OFAC and BIS, and of any other authority with jurisdiction over the relevant party or activity.

Customer Data means information submitted to the Services by or for Customer, excluding Global Ledger Data and Data Outputs.

Customer Personal Data means personal data Global Ledger processes as processor on Customer’s behalf under an Order, including personal data in Customer Data.

Data Outputs means reports, risk scores, alerts, graphs, API responses and other results generated through Customer’s permitted use. They may contain Global Ledger Data and Customer Data.

Effective Date means, for each Order, the date stated in that Order or, if no date is stated, the date that Order is accepted in accordance with this MSA. The subscription and its initial term under that Order begin on its Effective Date.

Global Ledger Data means datasets, labels, attributions, indicators, methodologies and other information developed, curated or lawfully licensed by Global Ledger or its licensors for the Services, including such elements in Data Outputs, but excluding Customer Data and composite Data Outputs.

Personal Data means personal data under the law applicable to the processing.

Personal Data Breach means a security breach causing accidental or unlawful destruction, loss or alteration of, or unauthorised disclosure of or access to, Customer Personal Data.

Refund Amount means the total refundable balance across the affected Request allocation periods. For each period, this is prepaid Fees allocated to the affected Services under Section 4.1 less the value of Requests consumed by termination, but never less than zero. Each Request is valued at the total agreed Fees for those Services and that period divided by the agreed Request quantity. The same consumption ratio applies to components sharing a Request pool. Expired periods are excluded; prepaid future allocations are wholly unused. For unlimited Requests, prepaid Fees are refunded in proportion to the unused months of the prepaid subscription period, with partial months prorated. For other Services without a finite Request allocation, the refund is the prepaid Fees attributable to the unused subscription period.

Request means the unit in which Customer’s use of the Services is measured. Each action performed through the Services, whether initiated through the user interface (“UI”), the application programming interface (“API”) or an automated process, consumes the number of Requests specified for that action. Some analytical features may consume more than one Request due to their processing complexity. The Product Guide shall specify any Request consumption or use of another unit of measurement.

Risk Score means an indicator produced by Global Ledger’s methodology at the time of generation, reflecting the exposure of an address or transaction on a covered Network to categories in Global Ledger’s taxonomy. A Risk Score is not a statement of fact about ownership, intent, guilt or legal status, may produce false positives and false negatives, and may change when labels or methodology are updated.

Sanction-Restricted Territory means Iran, Russia, Belarus, North Korea, Myanmar, Syria, Crimea and the city of Sevastopol, the areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia regions of Ukraine that are not under the control of the authorities of Ukraine, and any other jurisdiction designated by Global Ledger acting reasonably and in good faith as part of its sanctions compliance programme.

Sanctioned Person means an individual, legal entity, organisation, government, governmental authority, agency, instrumentality, partnership, trust, fund, unincorporated association, wallet address, smart contract address, blockchain identifier or digital asset account that, under an applicable sanctions regime or as designated by Global Ledger under this Agreement as part of its sanctions compliance programme, is designated, blocked, frozen or otherwise restricted; is directly or indirectly owned or controlled, individually or in the aggregate, by such a person to the extent reasonably ascertainable through risk-based due diligence; is incorporated in, organised under the laws of, headquartered in, resident in, ordinarily located in or materially conducting business from a Sanction-Restricted Territory; acts on behalf of or for the benefit of such a person where reasonably known or identifiable; or is otherwise subject to restrictions that make provision or use of the Services unlawful, restricted or materially higher risk for Global Ledger.

Subscription Year means each successive twelve-month period beginning on the Effective Date of the relevant Order.

Technical usage data means metadata about the operation of the Services, such as timestamps, response times, error codes, feature use and volumes, and excludes the content of queries, including addresses, transaction identifiers, monitored selections, rules, notes and Data Outputs.

1. Customer Access and Permitted Use

1.1 Scope of Use. Subject to this Agreement and, where applicable, payment of Fees, Global Ledger grants Customer a non-exclusive, non-transferable right to use the ordered Services during the Order term, within the agreed User, Request and other limits, for Customer’s internal business purposes, namely its own risk assessment, transaction monitoring, investigations and related activities (Purpose). Only Users authorised under Section 3.7.1 may access the Services. Customer may integrate the documented API and use Data Outputs in its systems for the Purpose. Use for a third party, or disclosure of Data Outputs to one, requires permission under the Order or Section 1.2 and does not give that party access to Global Ledger platform or underlying Global Ledger Data.

1.2 Service Data and Results.

Customer retains its rights in Customer Data; Global Ledger and its licensors retain their rights in Global Ledger Data, the Services and underlying methods. Customer may use Data Outputs for the Purpose and, after the Order ends, retain and use them as dated historical records for internal compliance, audit, legal and regulatory purposes, including evidence of decisions taken during the Order. Customer shall not use or present them as current assessments. Retention of personal data remains subject to applicable law.

Customer may disclose an individual risk score or conclusion to a third party only as expressly permitted by the Order or Section 1.2.1. This permission does not permit disclosure of underlying labels, attribution records, bulk data or information enabling reconstruction of Global Ledger’s dataset. Section 1.2.1 governs disclosure to courts and authorities. Customer shall not resell, sublicense or redistribute Global Ledger Data or give access to Global Ledger platform to any third party.

1.2.1 Disclosure for Legal and Professional Purposes. Customer may disclose Data Outputs in an export format offered by the Services to a court, tribunal, competent authority, including law enforcement, regulator, external auditor, or professional adviser, to the extent reasonably necessary for proceedings, a regulatory requirement, audit, or legal advice. It shall limit disclosure accordingly, identify the Data Output’s source and date where practicable, and protect personal and confidential information under applicable law. This permission does not extend to bulk Global Ledger Data or its redistribution. Section 3.8 governs historical reports, reproducibility and requests for expert evidence, disclosure of methods or bespoke assistance.

1.3 Permitted Use. Customer shall ensure that it and its Users do not:

(a) use the Services unlawfully or outside the Purpose;

(b) except as expressly permitted by this Agreement or an Order, use the Services, Documentation or Data Outputs to provide services to third parties; license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make the Services or Documentation available to anyone other than Users authorised under Section 3.7.1; or attempt to obtain, or assist a third party in obtaining, access to the Services or Documentation other than as permitted by this Agreement;

(c) except as expressly permitted by this Agreement or required by law that cannot be excluded by agreement, systematically extract or reconstruct Global Ledger Data, or use or attempt to use the Services or Documentation, directly or indirectly, for data mining or web scraping of Global Ledger’s websites or services provided through or in connection with them, including by using, permitting or authorising any robot, bot, spider, scraper or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any part of those websites or their data, content, information or services, or any automated analytical technique to analyse digital text or data to generate information, including patterns, trends or correlations;

(d) remove proprietary notices;

(e) except as expressly permitted by this Agreement or required by law that cannot be excluded by agreement, attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any software forming part of the Services;

(f) circumvent access controls, security, User limits or Request quotas;

(g) share credentials or API keys, except that Customer may use API keys issued to its Users in integrations and partner platforms documented by Global Ledger in advance, subject to Section 3.7.1;

(h) access or use the Services, Documentation, Global Ledger Data or Data Outputs, directly or indirectly, to build or operate a product, service or dataset that competes with the Services or Documentation;

(i) use them to train, fine-tune or improve an AI model; or

(j) except as expressly permitted by this Agreement or required by law that cannot be excluded by agreement, attempt to copy, modify, duplicate, create or develop derivative works from, frame, mirror, republish, download, display, transmit or distribute any software forming part of the Services or Documentation, in whole or in part, in any form or medium or by any means.

The prohibitions in this Section also cover indirect conduct and attempts. Customer may process Data Outputs in its internal tools, including AI tools, for the Purpose, subject to its confidentiality, security and data protection obligations, but not to train, fine-tune or improve an AI model. It shall not give Data Outputs to an external AI provider or permit that provider to use or disclose them unless expressly authorised by the Order and, where applicable, the Data Processing Addendum. An external AI integration enabled by Global Ledger, or transfer of Customer Data to such a provider, must identify the provider, purpose, data categories, transfer terms and retention terms in those documents where required. Customer remains responsible for its use of the tools.

If Global Ledger reasonably believes continued access involves a breach of this Section, unlawful activity or an imminent security risk, it may suspend affected access to the extent necessary, notify Customer where lawful and practicable, and restore access when the concern is resolved. Customer shall follow reasonable instructions to cease using or remove Global Ledger Data whose continued use would infringe law or third-party rights.

1.4 API Access and Integrations. Customer may use documented API endpoints within the limits in its Order or Documentation; Documentation cannot override an agreed Order limit. Customer shall not scrape the interface, use undocumented endpoints, interfere with the Services, introduce or permit the introduction of any virus or other malicious code into Global Ledger’s networks or information systems, misrepresent its identity or impose unreasonable system load. It may cache Data Outputs for the Purpose subject to Sections 1.2 and 1.3 and its confidentiality and data protection duties. Global Ledger may temporarily throttle requests reasonably to protect the Services or enforce limits and shall notify Customer where practicable. Customer secures and maintains its webhook endpoints and connected accounts.

2. Terms for Particular Services

2.1 Professional Services. Investigation support, training, implementation and other professional services require a separate Purchase Order specifying their scope, Fees, timetable and deliverables (Deliverables). Unless the Order provides otherwise, Global Ledger or its licensors retain all rights in the Deliverables, including reports, findings and conclusions, and in their methods, software, templates, know-how and pre-existing materials. No Deliverable ownership passes to Customer; Customer Data is excluded. Once the applicable Fees are paid, Customer receives a non-exclusive right to use the Deliverables for the Purpose, subject to Sections 1.2 and 1.2.1. Customer shall provide the information, access and decisions reasonably needed for the engagement. Global Ledger may reasonably extend an affected delivery date to the extent Customer delays them. Fees for work performed or completed stages are payable as the Purchase Order provides. Where Article 404 of the Swiss Code of Obligations applies, either party may terminate the professional engagement at any time. Fees for unperformed work are not due solely because of termination; compensation for termination at an inopportune time remains available under that Article. A Purchase Order may agree a reasonable estimate of that loss without restricting the right to terminate. No particular investigative outcome is guaranteed.

3. Service Delivery and Customer Use

3.1 Service Commitments

3.1.1 Customer Support. The Support and Service Level Schedule states support hours and channels. Response and resolution times are indicative unless expressly designated as binding service levels.

3.1.2 Safeguards. Global Ledger shall maintain an information security programme with technical and organisational measures appropriate to the Services and to the risks arising from its processing of Customer Data, as described in Schedule C, and shall continue to improve it. It shall notify Customer without undue delay after becoming aware of a security incident materially affecting Customer Data, with the information then available, and shall update Customer as further information becomes available. A Personal Data Breach shall also be notified under the Data Processing Addendum where applicable, without waiting for the investigation to end. That Addendum governs processor duties, subprocessor approval and international transfers. No certification, testing frequency or control is warranted beyond the Agreement or applicable law.

3.1.3 Service Availability. Availability figures in Schedule A are targets. An availability commitment binds Global Ledger only where a Purchase Order expressly designates it as binding and states its measurement period, measurement method, exclusions and service credits. Those service credits are Customer’s sole and exclusive remedy for failing to meet the commitment, subject to Section 10.1. No service level applies to trials, beta features or Customer-operated infrastructure unless expressly agreed.

3.2 Service Documentation. Documentation means the Product Guide, together with user instructions and API specifications available through the Services or at a location notified by Global Ledger. Global Ledger may update it. Section 3.6 governs material changes to purchased Services; Documentation cannot itself override this MSA or an agreed Order entitlement. This MSA prevails in a conflict. An Order varies it only under the amendment rules.

3.3 Partner Arrangements. An Order may name a reseller or solution provider (Partner) and its sales model; the Services may be supplied through it only on that basis. A Partner receives account-administration access or Customer information only as stated in the Order or authorised through the Services, and never Customer passwords. Customer may enter API keys issued to its Users into a Partner platform documented by Global Ledger, subject to Section 3.7.1. The Partner’s statements do not bind Global Ledger unless accepted in the Order. The Order shall set payment, support and any move to direct billing, with the Partner’s acceptance where its rights or duties are affected. Global Ledger may disclose Confidential Information to a Partner only as reasonably needed for the arrangement, subject to confidentiality no less protective than Section 7 and applicable data protection terms.

3.4 External Services and Connections. The Services may include third-party integrations and AI features, connect through APIs or webhooks to services or endpoints designated by Customer, or support Partner integrations. Third-Party Products means services not supplied by Global Ledger that Customer chooses to connect to the Services, including its own endpoints and its messaging or ticketing tools. AI-assisted output supplied by Global Ledger is part of the Services and is included with the Risk Report in all Packages. AI-assisted output is generated only following an affirmative request by a User through the Risk Report interface. The output is machine-generated, may be inaccurate and must be reviewed by Customer before use. Provider terms may apply. By enabling a Third-Party Product, Customer authorises Global Ledger to share Customer Data and relevant usage information only as needed to operate it or process API requests, subject to the Data Processing Addendum where applicable. Global Ledger shall disclose external AI use as required by applicable law, the Order and the Data Processing Addendum. Global Ledger does not control independently operated Third-Party Products and, unless an Order provides otherwise, does not warrant their accuracy, completeness, availability, performance or support. This does not affect Global Ledger’s obligations under the Agreement, including subprocessor obligations.

3.5 Trials and Preview Features. A free trial may be offered under a zero-Fee Purchase Order stating the duration, evaluation scope and Request limit. Trial access shall be conditional on both parties signing that Purchase Order. Customer may use the identified features and Data Outputs only for evaluation and shall not rely on them for production compliance decisions or disclose them outside its evaluation team unless law requires it. Conversion to a paid Order requires Customer’s express acceptance of the disclosed price, date and payment method. At expiry, Customer shall stop using and delete trial Data Outputs except records legally required, subject to Section 5.3 and the Data Processing Addendum. Global Ledger may end trial access on notice where practicable. Section 10 and mandatory law govern the liability of the parties.

3.6 Product Changes. Global Ledger may, at its discretion, modify, replace, reduce or discontinue a Service, feature, integration, data source or coverage of networks or assets, including the available depth of historical data, during the Order term for product development or operational, technical, security or legal reasons, as described in the Product Guide and subject to Section 3.6.1. Changes that do not materially reduce the functionality of an ordered module may be made without notice. For changes that materially reduce that functionality, Global Ledger shall give written notice as early as reasonably practicable before the change. Notice may be shorter, simultaneous or prompt after the change where immediate action is reasonably required by law, sanctions, security, intellectual property concerns, fraud, abuse, urgent technical or reliability issues, network or protocol changes, or loss of a third-party dependency or data source. Other notice requirements under the Agreement or applicable law remain unaffected.

3.6.1 Coverage Changes and Customer Remedies. Coverage of networks, assets, protocols and data sources depends on third parties. Global Ledger may suspend, reduce or end coverage where a network forks, halts, is deprecated or materially changed, where a node or data provider becomes unavailable on commercially reasonable terms, or where law, sanctions, security or third-party rights require it, subject to the notice requirements in Section 3.6. A change permitted under Section 3.6 or this Section is not a breach. If it materially reduces the functionality of an ordered module, Customer may terminate that module within thirty (30) days after the notice and receive the Refund Amount, as its sole remedy, subject to Section 10.1. Global Ledger may retire an API version on at least six (6) months’ notice where a successor version provides materially equivalent functionality. Label and data updates require no notice unless they materially reduce the functionality of an ordered module.

3.7 Customer Access and Account Management

3.7.1 Users. A User is an individual authorised by Customer to use the Services on its behalf. The Order shall state the quantities of Users and Requests. Unless expressly agreed otherwise in the Order, Customer shall not exceed those quantities without first purchasing additional capacity under Section 4.1.1. Customer’s administrator manages invitations, roles, permissions, access removal and optional organisation-wide multi-factor authentication. Each User requires a named account; account credentials shall not be shared. Global Ledger issues an API key to each User, available in their account. The key may be used by Customer’s authorised systems and in integrations and partner platforms documented by Global Ledger in advance. Such use does not breach Sections 1.3(g) or 3.3. Customer remains responsible for securing the key and ensuring that its use complies with the Agreement and agreed usage limits. User access may be reassigned after the former User loses access. Affiliate or any third-party personnel need a separate permission in an Order. Customer is responsible for all their acts and omissions. Global Ledger may use its Service records to verify compliance with the agreed User and Request limits for hosted Services at any time without prior notice. This does not authorise access to Customer’s systems or records. Customer shall pay any substantiated shortfall in Fees properly due at the rates agreed under the Order or Section 4.1.1 within ten (10) business days after receiving the reconciliation; no undisclosed overage rate is created. Global Ledger may suspend hosted access credentials on reasonable grounds of unauthorised sharing, compromise or circumvention of agreed limits, subject to Section 1.3.

3.7.2 Account Protection. Customer shall secure its accounts, credentials and connected systems and notify Global Ledger without undue delay of known unauthorised account or API-key use.

3.7.3 Customer Systems. Customer maintains its internet connection, systems and endpoints. Global Ledger may engage providers, subject to Section 6.4 and the Data Processing Addendum where applicable, and remains responsible for its Agreement duties. No provider or hosting country is promised unless an Order or Schedule says so.

3.7.4 Trade Restrictions. Customer has not used and shall not use the Services, Documentation or Data Outputs in breach of Applicable Sanctions Laws. Customer has not provided and shall not provide access to them to a Sanctioned Person or a person incorporated in, headquartered in, resident in or materially conducting business from a Sanction-Restricted Territory. Customer has not used and shall not use them to evade, circumvent or avoid Applicable Sanctions Laws.

3.7.5 Customer Information. Customer shall provide complete, accurate and current information about itself and its Users where reasonably required for account administration, support, security or compliance checks, and promptly notify Global Ledger of material changes.

3.8 Historical Reports and Evidence. Reports retained by Global Ledger are stored as generated, without subsequent recalculation or updating. A repeat request produces a new Data Output using the data, labels and models current at the time of that request. Global Ledger does not provide recalculation as of a past date or retain historical snapshots of its label datasets or models for reproducing past results. Recording a methodology or model version does not imply that the corresponding dataset or model is retained or that a past result can be reproduced. Retention, export and deletion remain subject to Sections 5.3 and 6.4 and the Data Processing Addendum. Expert evidence, disclosure of methods and bespoke assistance require a separate Purchase Order under Section 2.1, except where required by applicable law or a binding order of a competent authority.

4. Fees and Payment

4.1 Price and Tax. Customer shall pay the Fees stated in its Order, including the applicable currency, billing interval, payment method, quota and any agreed overage rates. Unless otherwise stated in a Purchase Order, subscription Fees under a Purchase Order are invoiced annually in advance and are due ten (10) days after receipt of invoice. Global Ledger may invoice renewal Fees ten (10) days before the current Order term ends. Fees exclude VAT and other applicable indirect taxes, which shall be charged as required by law. Customer shall make payments free and clear of withholding except where withholding is required by law; where legally permitted, Customer shall increase the payment so that Global Ledger receives the amount it would have received without the withholding. Customer is responsible for bank and any other payment-transfer charges imposed on its payment. Fees are non-cancellable and non-refundable and unused User capacity or Requests do not carry forward, except as the Agreement or Order provides or mandatory law requires. Unless the Order allocates package Fees, Global Ledger shall calculate any contractual refund for a component by reference to its proportion of the components’ standalone prices at Order acceptance or, where unavailable, their reasonable relative value. All contractual subscription refunds under the Agreement shall equal the Refund Amount. Unused Requests alone give no right to a refund. This calculation does not apply to refunds for declined Online Orders or professional services under Section 2.1. Section 10.1 and mandatory law remain unaffected.

4.1.1 Excess Use and Subscription Increases. Excess use is chargeable only where its scope and rate were agreed before use in the Order or through the increase procedure below. Global Ledger may block excess use of hosted Services and need not provide additional capacity without that agreement. Customer may request additional Users or Requests, or an upgrade to a higher-priced tier of an existing Service, by email from an authorised commercial contact using an address verified and recorded for the Order. The increase takes effect only when Global Ledger confirms it by email from its authorised commercial contact using an address verified and recorded for the Order. The exchange must state the revised entitlement, effective date, applicable Fees and any charge date, including charges for the current period and recurring Fees where relevant. If Global Ledger’s confirmation differs from Customer’s request, Customer must accept the revised terms by reply email. The exchange forms part of the existing Order without a new Purchase Order or signed amendment. It cannot reduce entitlements, add a new Service or change any other term. Any feature requiring additional data processing terms may be enabled only once those terms are accepted under Section 6.4 and the applicable Schedules.

4.1.2 Online Order Payments and Records. If an Online Order renews automatically, Customer authorises Global Ledger to charge the payment method associated with the Online Order for each renewal in accordance with the renewal terms disclosed when the Online Order was accepted, subject to any price change notified in accordance with this Agreement. Customer is responsible for maintaining a valid payment method and accurate billing information while amounts remain payable under an Online Order.

If a charge to Customer’s authorised payment method fails, Global Ledger may retry the charge and request that Customer update its payment information. If an overdue amount remains unpaid ten (10) days after written reminder, Global Ledger may suspend all or part of the Services in accordance with Section 4.2 until payment is received. Suspension does not relieve Customer of amounts properly due under the Agreement.

Global Ledger may maintain electronic records relating to an Online Order, including the identity and account details provided by Customer, the date and time of acceptance, the MSA and Schedule versions presented at acceptance, the Services and commercial terms selected, the acceptance action taken by Customer and payment authorisation and confirmation records. Such records may be used to evidence the formation and terms of the Agreement, subject to applicable law.

4.1.3 Subscription Quantities and Terms. Unless the Order states otherwise: (a) for Orders exceeding twelve (12) months, Requests are allocated per Subscription Year and unused Requests expire at the end of each such year; (b) User capacity does not reset; (c) additional Users are coterminous with the current Order term; (d) upgrades and Add-ons cannot expire before that term ends; and (e) downgrades are not permitted during an Order term. Termination rights under the Agreement remain unaffected.

4.1.4 Unlimited Requests. Where an Order specifies unlimited Requests, no Request overage Fees apply. Subject to the permitted use and exceptions expressly provided in the Agreement, Customer may use the Services only for its own ordinary compliance and investigative operations as a single legal entity, excluding bulk or systematic data extraction, database or dataset creation, resale, and use on behalf of or for the benefit of third parties. Global Ledger may apply technical rate and volume limits to protect the Services’ integrity and availability and, where Customer’s use materially exceeds what it reasonably considers ordinary for a customer of comparable size and activity, require Customer to enter into a separate Order or amendment reflecting that use. Revised Fees or entitlements shall be agreed under Section 4.1.1 or the applicable Order amendment procedure. Unlimited Requests do not extend to User capacity, API concurrency or other limits specified in the Order or Documentation.

4.2 Payment Default. An overdue amount bears interest at five per cent (5%) per annum plus the Swiss National Bank’s published SNB policy rate as applicable from time to time, subject to a minimum total rate of five per cent (5%) per annum from the due date, continuing until fully paid, whether before or after judgment. If an overdue amount remains unpaid ten (10) days after written reminder, Global Ledger may, without liability to the Customer, disable the Customer’s and Users’ passwords, accounts and access to all or part of the Services and Global Ledger shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. All accrued Fees remain due. Interest accrues from the original due date of the overdue amount.

5. Term and Termination

5.1 Duration and Renewal. This MSA applies from acceptance of the first Order and lasts while any Order remains in force. Each Purchase Order shall state its initial term and, unless it states otherwise, renews for successive twelve (12) month periods unless either party gives notice at least thirty (30) days before the current term ends. Global Ledger may increase Fees, including Fees for additional Users, at the start of each renewal period under a Purchase Order or Online Order on at least sixty (60) days’ prior notice to Customer. The applicable Order shall be deemed amended accordingly. Customer may prevent that renewal by timely notice. Global Ledger may, at its discretion and acting reasonably and in good faith, determine Fees for each renewal period based on the subscription tier corresponding to Customer’s actual usage during the then-current Order term up to the date of the renewal Fee notice, at Global Ledger’s standard rates specified in that notice for the relevant renewal period. Any resulting increase is subject to the sixty (60) days’ prior notice requirement above. An Online Order shall display its term, any renewal, the renewal price or its calculation, and the deadline and method for stopping renewal before acceptance and in its confirmation. It renews on those terms, subject to the Fee adjustments provided in this Section. Fees for a current paid term cannot change without Customer’s agreement. Section 5.2 remains applicable.

5.2 Breach and Suspension. Either party may terminate an affected Order for a material breach not remedied within thirty (30) days after written notice, or immediately if the breach cannot be remedied. Global Ledger may suspend the affected Services as reasonably necessary for non-payment under Section 4.2, prohibited use or a material security threat. Subject to Section 10.1 and without prejudice to any other right or remedy, Global Ledger may immediately suspend Customer’s and any User’s access to all or part of the Services, Documentation and Data Outputs, without liability to Customer and without refund, if Global Ledger reasonably believes that: (a) Customer, any User or any Affiliate of Customer is or may be a Sanctioned Person; (b) Customer has breached or may breach Section 3.7.4 or its sanctions assurances under Section 8.1; (c) Customer’s use of the Services, Documentation or Data Outputs may breach Applicable Sanctions Laws; (d) continued provision of the Services may expose Global Ledger to sanctions, regulatory, enforcement, legal, banking, reputational or commercial risk; or (e) any governmental, regulatory, sanctions, banking, payment processing or competent authority requires or requests suspension. If Customer’s insolvency jeopardises payment, Global Ledger may withhold further performance until adequate security is provided, to the extent lawful. Global Ledger shall notify Customer where lawful and practicable and restore access when the cause of suspension ends. It may terminate the affected Order if the cause cannot reasonably be remedied or continued performance would be unlawful.

If performance becomes unlawful without Customer fault, Global Ledger shall, to the extent lawful, pay the Refund Amount. It shall do the same if Customer terminates for Global Ledger’s uncured material breach. Accrued Fees remain due. Expressly committed minimum Fees for the remaining term are due only if the Order ends because of Customer’s material breach or Customer terminates early without a contractual or mandatory right, subject to law and Global Ledger’s duty to mitigate. For professional services governed by Article 404 of the Swiss Code of Obligations, Section 2.1 governs payment and termination compensation instead.

5.3 Effect of Termination or Expiry. For hosted Services, within five business days after an Order ends, Global Ledger shall disable the affected organisation account and its Users and revoke their API keys. Customer shall stop using the Services and delete or return Global Ledger Data, Documentation and local copies, except Data Outputs retained for Customer’s internal use under Section 1.2. Customer shall certify required deletion on Global Ledger’s reasonable written request. On Customer’s written request made within ten (10) days after the Order ends, and subject to payment of undisputed accrued Fees and reasonable documented export costs, Global Ledger shall use reasonable efforts to make available, within thirty (30) days after the request, the non-personal Customer Data and the Data Outputs stored for Customer, in the export formats offered by the Services. Global Ledger shall delete non-personal Customer Data within thirty (30) days after Customer’s written request, subject to lawful retention, and may retain only aggregated statistics that contain no blockchain addresses, transaction identifiers, Customer rules or case content and cannot be linked to Customer. Section 6.4 and the Data Processing Addendum govern the return, export and deletion of Customer Personal Data; the ten-day deadline, payment condition and export costs in this paragraph do not limit those rights. Section 6.4 and Schedule C govern backups containing Customer Personal Data. Independent-controller retention and further use remain subject to Sections 6.2 and 6.4 and applicable law. Global Ledger shall confirm deletion on request. Section 6.2 and provisions intended to survive remain effective.

6. Rights in Technology and Information

6.1 Ownership of Technology. Global Ledger and its licensors retain intellectual property rights in the Services, Global Ledger Data, Data Outputs, Documentation, underlying technology, methods and models, and improvements developed by or for Global Ledger. Customer retains rights in Customer Data, pre-existing materials and its own analyses and decisions based on Data Outputs, subject to this Agreement. Section 2.1 and the Order govern professional Deliverables.

6.2 Use of Customer Information. Customer retains all right, title and interest in Customer Data, including Customer Personal Data, and remains solely responsible for its lawfulness, reliability, integrity, accuracy and quality and the lawfulness of its processing under applicable data protection law. Global Ledger shall process Customer Personal Data only on Customer’s documented instructions, including those inherent in Customer’s configuration and use of the Services and requests initiated by Customer or its Users, solely as necessary to: (a) receive, store and technically process data submitted or queried through the Services; (b) generate analytics, risk indicators, alerts and reports requested by Customer; (c) operate, maintain, support and secure the Services; (d) prevent misuse, fraud or security incidents; and (e) comply with applicable legal or regulatory obligations imposed on Global Ledger. Where applicable law requires processing other than on Customer’s instructions, Global Ledger shall inform Customer unless prohibited by law. Global Ledger shall not process Customer Personal Data for its own independent purposes or make compliance, regulatory or enforcement decisions based on Data Outputs. Nothing in this Agreement grants Global Ledger a joint-controller or independent-controller role in respect of Customer Personal Data.

6.3 Product Feedback and Telemetry. Customer grants Global Ledger a non-exclusive, perpetual, royalty-free right to use feedback it voluntarily provides about the Services to improve them. This right does not include Customer Data or Confidential Information in a support request. Global Ledger may use technical usage data to operate, secure and improve the Services, subject to the Agreement and data protection law, and may use anonymised data more broadly only if individuals and Customer cannot reasonably be identified.

6.4 Privacy Roles and Processing. Each party shall comply with the data protection law applicable to its processing; its actual activities determine its role. Each is an independent controller where it determines purposes and means: Global Ledger for its intelligence, account administration and provision of Global Ledger Data, and Customer for personal data it submits or queries where applicable law makes it a controller. Global Ledger’s intelligence does not include information derived from Customer’s queries, monitored selections, rules, cases or Data Outputs. Customer may also act as processor for its own controller. Joint determination requires a written allocation of duties before processing. Where GDPR applies, the parties shall make the essence of that arrangement available to data subjects under Article 26(2). Blockchain addresses and public information may be personal data.

For personal data it controls independently, Global Ledger shall document appropriate retention periods or review criteria and delete or anonymise data when no longer needed, subject to legal retention duties. Where Customer is a controller or a processor authorised by its controller, Global Ledger acts solely as processor or subprocessor, respectively, in respect of Customer Personal Data processed on Customer’s documented instructions to provide the ordered Services; its separate controller role for its own intelligence does not extend to those data. Schedule B.2–B.3 specifies the subject matter, duration, nature and purpose of that processing, the types of personal data and the categories of data subjects.

Customer instructs processing only as needed for the Services and under further documented instructions, and shall have the right to submit the data and issue those instructions. Where Customer acts as processor, it shall ensure that its instructions and Global Ledger’s engagement are authorised by its controller and consistent with its upstream obligations. Global Ledger shall flag an instruction it considers unlawful unless prohibited from doing so. It shall bind authorised personnel to confidentiality and implement legally required risk-appropriate measures to protect confidentiality, integrity and availability, restore access where required and test security effectiveness.

Customer gives prior general written authorisation for Global Ledger to engage the subprocessors identified in the Subprocessor List under Schedule B.6. Global Ledger shall inform Customer reasonably in advance of an intended addition or replacement of a subprocessor. The notice shall identify the change and its proposed effective date and give Customer a reasonable opportunity to object on data protection grounds before it takes effect. If a reasonable objection cannot be resolved, Global Ledger shall not implement the change for the affected Service before Customer has had the opportunity to terminate it. Global Ledger shall impose equivalent data protection obligations on each subprocessor and remains fully liable for its performance of those obligations. International transfers and remote access shall meet applicable requirements, including GDPR Chapter V or FADP Articles 16 and 17.

Taking account of the processing and information available, Global Ledger shall assist with data subject requests, security duties, impact assessments and prior consultations. It shall notify Customer of a Personal Data Breach without undue delay after awareness and provide information as it becomes available. It shall promptly refer requests concerning Customer’s processor data to Customer unless instructed otherwise or law requires otherwise. Each party shall promptly report to the other any regulatory inquiry affecting the other’s duties, subject to law.

When the Order ends, Global Ledger shall, on Customer’s written request, return Customer Personal Data in the export formats offered by the Services or delete it from the databases and file storage used to provide the Services, or both, within thirty (30) days after receiving the request, unless law requires retention, and shall confirm any deletion from those databases and file stores in writing. Schedule C.3 governs backup copies. Global Ledger shall provide information necessary to demonstrate compliance and allow and contribute to audits, including inspections, under reasonable confidentiality and security safeguards without limiting mandatory audit rights.

A legally regulated use of Data Outputs for automated decision-making requires prior express terms in a Purchase Order. Section 6.4 and applicable law govern Global Ledger’s own-purpose data.

7. Protection of Confidential Information

7.1 Protected Information. Confidential Information is non-public information disclosed by or for a party in connection with the Agreement, before or after the Effective Date, marked confidential or reasonably understood to be so. It includes Customer Data, non-public Global Ledger Data, security information, non-public results of tests of the Services, pricing, and the terms of the Agreement and Orders. Customer’s Confidential Information includes the identifiers Customer queries or monitors and the Data Outputs generated for it, except the Global Ledger Data they contain.

The recipient shall use it only to perform or exercise rights under the Agreement, protect it with at least reasonable care, and disclose it only to Affiliates, employees, contractors, advisers, auditors and financing sources who need it for that purpose and are bound by professional secrecy or duties no less protective than this Section. The recipient remains responsible for them. Necessary disclosure to a competent regulator is permitted. Section 11.8 governs publicity and references.

7.2 Permitted Exceptions and Duration. These duties do not apply to information the recipient proves became public without breach, was lawfully known to or received by it without restriction, was independently developed, or was approved for release in writing. Compelled disclosure is limited to what is required; the disclosing party shall first notify the other and cooperate on protective measures where lawful and reasonably practicable.

On request or when the Agreement ends, the recipient shall return or delete Confidential Information except legally retained material and secured routine backups awaiting ordinary deletion. Sections 5.3 and 6.4 govern Customer Data and Customer Personal Data. Retained material remains protected. These duties continue to apply to personal data relating to employees or contractors for as long as such data is retained, subject to applicable law.

8. Warranties and Disclaimers

8.1 Authority. Each party represents on the Effective Date, and undertakes while the Agreement lasts, that it has authority to enter into and perform the Agreement; is neither a Sanctioned Person nor owned or controlled by one under sanctions applicable to it or its performance; and does not knowingly employ or engage a Sanctioned Person to perform the Agreement or act for that person in connection with it. Each party shall comply with laws applicable to its performance, including anti-corruption, anti-money laundering and export control laws and Applicable Sanctions Laws applicable to it, and shall not knowingly use the Agreement to evade Applicable Sanctions Laws. Customer is responsible for, and shall ensure, lawful use of the Services by Customer and its Users and lawful processing of the data it submits, and shall comply with Section 3.7.4. To Customer’s knowledge following reasonable risk-based due diligence, neither Customer nor its Affiliates, Users, directors, officers, beneficial owners or employees, agents or representatives acting on its behalf in connection with the Services is a Sanctioned Person, and Customer is not directly or indirectly owned or controlled by one. Customer is not incorporated in, headquartered in, resident in or materially conducting business from a Sanction-Restricted Territory. Global Ledger may suspend affected access or terminate an affected Order where continued performance would be unlawful or create a material sanctions risk, subject to Section 5.2. Suspension for non-payment is governed by Sections 4.1.2 and 4.2, as applicable, and termination for non-payment by Section 5.2. Each party shall promptly notify the other of a legal restriction preventing performance, to the extent legally permitted.

8.2 Service Warranty. Global Ledger shall provide the Services with reasonable skill and care and meet service levels that a Purchase Order expressly designates as binding. Global Ledger warrants that, during the applicable Order term, the Services will materially conform to the applicable Documentation when used in accordance with the Agreement. If a Service materially fails an express performance obligation, Global Ledger shall, on sufficiently detailed notice, use commercially reasonable efforts to correct the failure or provide a reasonable, materially equivalent workaround within a reasonable period. If Global Ledger is unable to do so within a reasonable period, Customer may terminate the affected Service and receive the Refund Amount. Subject to Customer’s termination rights under Section 5.2 and the liabilities retained under Section 10.1, correction, a workaround, termination and refund as provided in this Section are Customer’s exclusive remedies for a breach of the Service warranty.

Section 10.3 does not displace Global Ledger’s express duties here; remedies remain subject to Section 10 except where liability cannot lawfully be limited. Except for the express obligations in this Agreement and to the fullest extent permitted by applicable law, Global Ledger excludes all other warranties, representations, conditions and terms implied by law in relation to the Services and Documentation. Subject to those express obligations, they are provided “as is”.

8.3 Analytics and Data Limitations. Analytics, labels, attributions, alerts, risk scores and other Data Outputs depend on information and methodologies available when generated, including third-party and Customer Data, and may be incomplete, delayed, inaccurate or revised as new information becomes available. Global Ledger does not warrant identification of any particular address, person, transaction, entity, exposure, attribution or risk, or error-free scores, or that use of the Services will by itself satisfy Customer’s legal, regulatory or compliance obligations or prevent fraud, money laundering, sanctions violations or other unlawful activity.

The Services offer information and analysis. The Services and Data Outputs do not constitute legal, tax or investment advice, and Data Outputs do not, by themselves, constitute a conclusive finding that conduct is lawful or unlawful. Customer shall review Data Outputs and exercise its own professional judgement before material action and remains responsible for its compliance programme, transactions and decisions.

8.4 Disclaimer of Other Warranties. Except for the express warranties in the Agreement and to the maximum extent permitted by applicable law, the Services, Global Ledger Data, Data Outputs and Documentation are provided “as is” and “as available”. Global Ledger disclaims all other warranties, representations, conditions and other terms, whether expressed or implied by statute or common law, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement, to the extent such terms may lawfully be excluded. Global Ledger does not warrant that the Services will be uninterrupted or error-free or that every defect will be corrected. Global Ledger remains responsible for its own Agreement duties and acts or omissions, subject to Sections 10.1 to 10.3.

9. Indemnification

9.1 Claims Concerning the Services. Global Ledger has no separate obligation to defend or indemnify Customer against third-party claims concerning the Services. Any liability for Global Ledger’s own breach of this Agreement remains subject to applicable law and Section 10.

9.2 Response to IP Claims. If a third-party intellectual property claim is made or reasonably threatened, Global Ledger may secure continued use, modify or replace the affected Service in accordance with Section 3.6, or terminate the affected portion of the Order on notice and pay the Refund Amount.

9.3 Claims Arising from Customer Use. Customer shall defend and indemnify Global Ledger, its officers, employees and contractors against any third-party claim to the extent arising from Customer Data supplied in breach of third-party rights, unlawful use or onward disclosure of Data Outputs, a material breach of Section 1.3, a breach of applicable data protection law, or a breach of its sanctions obligations under Sections 3.7.4 or 8.1. This obligation does not extend to the extent the claim is caused by Global Ledger’s own unlawful conduct.

9.4 Handling a Claim. Global Ledger shall promptly notify Customer of a claim under Section 9.3; delay reduces Customer’s obligation only to the extent of material prejudice. Customer may control the defence and settlement and shall pay Global Ledger’s reasonable assistance costs. A settlement requires Global Ledger’s written consent if it admits fault on its behalf, imposes an obligation on it or leaves it with liability. Section 10 applies.

10. Limitation of Liability

10.1 Liabilities Retained. Nothing in the Agreement excludes or limits liability for wilful misconduct, gross negligence or any liability that cannot lawfully be excluded or limited. Customer’s obligation to pay Fees and other amounts properly due under the Agreement is not limited by this Section. Customer liability for unauthorised use or disclosure of Global Ledger intellectual property or Confidential Information, or for non-compliance with applicable sanctions, is not limited by this Section.

10.2 Categories of Excluded Loss. Subject to Section 10.1, neither party is liable for indirect or consequential loss or for loss of profit, revenue, business opportunity, goodwill or anticipated savings. Direct loss of or damage to Customer Data resulting from breach of an express security or data protection obligation is not excluded by this Section 10.2 but remains subject to the applicable liability cap in Section 10.3. Global Ledger shall have no liability arising from or in connection with: (a) the Customer’s determination of whether data submitted through the Services constitutes Personal Data; (b) the Customer’s legal basis for processing such data; or (c) any regulatory or enforcement action resulting from the Customer’s use of the Data Outputs generated by the Services.

10.3 Overall Liability Limit. Subject to Section 10.1, each party’s aggregate Agreement liability, including Section 9 claims, is limited to Fees paid or payable under all affected Orders during the twelve (12) months before the first event giving rise to a claim. If the event occurs within the first twelve (12) months of a fixed-term Order, that Order’s cap is its Fees committed for its first twelve (12) months or shorter initial term. For a monthly renewable Online Order, it is twelve (12) times the monthly subscription Fee immediately before that event plus usage Fees paid or payable over the preceding twelve (12) months. Related claims, events or circumstances are treated as a single claim for purposes of the applicable cap. One aggregate cap applies to an event or related events, regardless of affected Orders or legal bases.

10.4 Customer Responsibilities. Global Ledger is not liable to the extent a loss is caused by inaccurate or unlawful Customer Data, Customer systems, Customer’s breach of the Agreement, or actions taken by Global Ledger in accordance with Customer’s documented instructions, provided that Global Ledger has performed its own obligations under the Agreement.

11. Contract Administration

11.1 Group Companies and Service Providers. Global Ledger may use subcontractors, remains responsible for their performance and shall bind them to appropriate confidentiality and security duties. The Data Processing Addendum governs their processing on Customer’s behalf, locations, notices and authorisations. Location or access restrictions bind Global Ledger only if expressly agreed in the Order or that Addendum and supported for the Service. Customer shall identify special requirements before ordering.

11.2 Governing Law and Jurisdiction. Swiss substantive law governs the Agreement and any non-contractual obligations arising out of or in connection with it, excluding Swiss conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The competent courts of the Canton of Zug, Switzerland, shall have exclusive jurisdiction over any dispute or claim arising out of or in connection with this Agreement, its subject matter or formation, including any non-contractual dispute or claim.

11.3 Notices. Each Order shall state Customer’s email and postal address for legal notices; Global Ledger’s email and postal address for legal notices shall appear in the Order confirmation and remain current on its website. Notices of breach, claims or termination shall be sent to those addresses. An email notice takes effect on delivery unless the sender receives an automated delivery-failure notification; a postal notice takes effect on recorded delivery. Each party shall update its details promptly. Customer may stop renewal of an Online Order through its account under Section 5.1, with immediate electronic confirmation, or, if account access fails, by the designated email or post. No reply from Global Ledger is required for notice to take effect. Routine notices may go to the account administrator.

11.4 Contract Changes. Changes to this MSA for an existing Order require an identified amendment signed by both parties, using the signature methods stated in the preamble, subject to mandatory form. Subprocessor additions and replacements follow the notice and objection procedure in Section 6.4. Updates to processing and access countries are governed by Schedule B.6. Such updates need no signed amendment unless they change an agreed location restriction or another Order term. Updates to the Schedules under “Schedules” and to Documentation under Section 3.2 apply to existing Orders, including Online Orders, without a signed amendment, subject to the conditions in those provisions. An Online Order takes the MSA version offered at checkout; later website changes do not amend it, except for updates permitted under this Section.

11.5 Contract Transfers. Customer consents in advance to Global Ledger transferring the Agreement on written notice, provided the transferee assumes its obligations, can perform them and Customer suffers no material adverse effect. Customer may transfer the Agreement or any rights or obligations under it only with Global Ledger’s prior written consent. Global Ledger may withhold consent to protect its legitimate business interests, including where the transferee is a direct competitor. Global Ledger may terminate an affected Order on written notice if Customer’s change of control gives a direct competitor control of Customer or, in Global Ledger’s reasonable assessment, creates a material risk to its intellectual property or confidential information, paying the Refund Amount.

11.6 Force Majeure. Neither party is liable for delay or failure to perform an obligation, other than Customer’s obligation to pay amounts already due, to the extent caused by circumstances beyond that party’s reasonable control, including natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, governmental action, widespread internet or telecommunications failure, failure of critical third-party infrastructure, cyberattack not caused by that party’s failure to maintain the security measures required by the Agreement, or failure or material change of a blockchain network or protocol. The affected party shall promptly notify the other where practicable, use commercially reasonable efforts to mitigate the effects and resume performance. If the event materially prevents an affected Service for more than sixty (60) consecutive days, either party may terminate that affected Service by written notice and Global Ledger shall pay the Refund Amount.

11.7 Entire Agreement, Waiver and Severability. The Agreement is the entire agreement on its subject matter. A waiver of one breach does not waive another. An unenforceable provision leaves the rest effective; the parties shall replace it with an enforceable term closest to its lawful commercial purpose. Questionnaire, RFP and security-review answers describe the Services as at their date, are provided for information and form part of the Agreement only if a Purchase Order expressly incorporates them. Each party confirms that it has not relied on any statement not set out in the Agreement; this does not limit liability for fraud.

11.8 Independence and Publicity. The parties are independent contractors and neither party may bind the other. Global Ledger may identify Customer by name and display Customer’s standard corporate logo in a factual customer list on Global Ledger’s website, provided that the use does not imply endorsement or exclusivity and does not disclose Customer Data, pricing or other non-public terms. Global Ledger shall comply with brand guidelines reasonably provided by Customer and shall stop future use of the logo within a reasonable period after Customer gives written notice objecting to that use. Except as permitted in this Section, any press release, case study, testimonial, quotation, social-media announcement, co-branded material or other promotional use of either party’s name, trade marks or logo requires that party’s prior written consent. All goodwill in a party’s marks remains with that party. Disclosure required by law or a competent authority is permitted.

11.9 Counterparts. A Purchase Order or amendment may be signed in counterparts using the signature methods stated in the preamble, subject to any mandatory form. Online Orders follow the preamble and Section 11.10.

11.10 Online Ordering. Before Customer submits an Online Order, Global Ledger shall explain the technical steps for placing the Order and concluding the Agreement, including when the Order becomes binding, and provide appropriate means for Customer to identify and correct input errors before submission. Global Ledger shall confirm receipt of the Online Order without delay by electronic means, identifying the Order and its main terms. Confirmation of receipt alone does not constitute acceptance; acceptance is governed by the preamble. These requirements do not apply to contracts concluded exclusively by email or comparable individual communications.

11.11 Application of Schedules. The Support and Service Level Schedule applies to each paid Order for a hosted Service and sets out its standard availability and support terms. Global Ledger shall make this MSA available before acceptance with the applicable support contacts and hours. Enhanced support applies only where stated in a Purchase Order. Where Global Ledger processes Customer Personal Data on Customer’s behalf, the Data Processing Addendum and Security Schedule apply automatically. The applicable Schedules form part of the Agreement without separate identification in the Order. Global Ledger shall retain the MSA and applicable Schedules accepted for each Order, the Product Guide available at acceptance and any later version applied to that Order, and the Subprocessor List versions applicable under Section 6.4.

Where a regulated financial institution uses a Service subject to outsourcing or ICT third-party requirements, this paragraph applies only to the affected Service and to the extent required by applicable law. Global Ledger shall permit Customer, its appointed auditors and competent supervisory and resolution authorities to monitor performance and access, inspect and audit information relating to that Service, cooperate with those authorities and bind relevant subcontractors to the required obligations and rights. Mandatory rights prevail over conflicting contractual restrictions. Relevant material subcontractors and locations shall be identified in the Subprocessor List in Section B.6 of the Data Processing Addendum, with changes subject to applicable advance notice, objection and approval requirements. Customer retains mandatory termination rights. Global Ledger shall support orderly exit, including any legally required transition period. Continued Services remain payable at the applicable Fees; additional exit assistance is chargeable to the extent permitted by law. Additional mandatory Service-specific terms shall be recorded in the Order.

SCHEDULE A

Support and Service Level Schedule

A.1 Service Availability. Global Ledger targets 99.5% annual availability of the production web application and documented APIs of each hosted Service. Availability is measured as the proportion of eligible minutes during each consecutive twelve-month period from Service commencement, or the shorter Order term, in which the Service is accessible through its documented interface, using Global Ledger’s monitoring records. The target is not a binding service level; Section 3.1.3 governs any binding commitment.

Eligible minutes exclude planned maintenance, for which Global Ledger shall use reasonable efforts to give advance notice; failures of Customer systems or independently operated Third-Party Products; events outside Global Ledger’s reasonable control under Section 11.6; and outages of public blockchain networks or third-party node or market-data providers where Global Ledger uses reasonable efforts to maintain an alternative source. Support may be limited where Customer’s failure to follow implementation or integration requirements, or its other acts or omissions, prevents Global Ledger from providing it effectively.

A.2 Support Window. Support Hours are 09:00 to 17:00 CET/CEST on each Support Day. A Support Day is a day other than a Saturday, Sunday or public holiday in Switzerland when banks in Zurich, Switzerland are open for business. Tickets received outside Support Hours are recorded, but action is not guaranteed before the next Support Day. Targets expressed in Support Hours or Support Days run only during Support Hours. A Purchase Order expressly selecting 24/7 SLA Support replaces this Schedule’s corresponding hours, response and restoration periods, escalation channels and availability target or commitment for the affected Service with those stated in that Order.

A.3 Incident Classification. Global Ledger shall classify reported issues as follows:

If a P1 incident occurs outside Support Hours, restoration work is not guaranteed to start before the next Support Day. Enhancement requests may be recorded as P4, but Global Ledger is not obliged to implement them. Response and restoration periods are targets, not guarantees, unless a Purchase Order expressly makes them binding. Restoration may be a temporary workaround restoring core functionality; a permanent fix may take longer.

Where a Purchase Order designates an availability commitment as binding under Section 3.1.3, the service credits stated in it are Customer’s sole and exclusive remedy for failure to meet that commitment, subject to Section 10.1. Service credits and any special termination right for repeated failures require express Purchase Order terms. Failure to meet an availability target or commitment is not, by itself, a breach incapable of remedy under Section 5.2.

A.4 Contact Channels. Slack and email are the primary channels for reporting incidents during Support Hours. Customer is encouraged to use the designated Slack channel for urgent issues. Support email: support@globalledger.io. The Contact Support function in the platform may be used for less urgent requests; no specific response time is guaranteed through that channel. Global Ledger’s automated monitoring runs continuously, but alerts outside Support Hours are handled on a reasonable-efforts basis unless the Purchase Order selects 24/7 SLA Support.

SCHEDULE B

Data Processing Addendum

B.1 Scope. This Schedule applies when Global Ledger processes Customer Personal Data on Customer’s behalf, whether Customer is a controller or a processor authorised by its controller, under an Order. Section 6.4 sets the processing terms. Global Ledger remains separately responsible for its own intelligence, attributions, account administration and product analytics under Sections 6.2 and 6.4. Public blockchain data may identify a person.

B.2 Processing Details. Global Ledger processes Customer Personal Data on Customer’s behalf to provide, secure, maintain and support the Services selected in the Order. Processing lasts for the relevant Order term and the applicable return, deletion and restricted-backup periods. Depending on the selected screening, monitoring, investigation and reporting features, it includes receiving, storing, querying, analysing, transmitting, returning and deleting personal data. B.3 specifies the types of personal data and categories of data subjects. AI Assessment is included with the Risk Report in all Packages. AI-assisted output is generated only following an affirmative request by a User through the Risk Report interface. To the extent that its generation involves the processing of Customer Personal Data by Global Ledger on Customer’s behalf, that processing is covered by this Schedule and does not require separate selection in the Order. GL Lens and KYT Lab are covered only where selected in the Order.

B.3 Data and Instructions. Data subjects may include Customer personnel and Users, Customer’s customers and counterparties, wallet controllers, and individuals identified in submitted, case or transaction data. Personal data may include account, contact and identity details; blockchain addresses, transaction identifiers, hashes, metadata and amounts; and query, usage, case, alert and report data, including notes, evidence, risk results and User activity, in each case submitted by Customer or generated on its instructions. The Order and Customer’s configuration form part of its documented instructions. Customer is responsible for having a lawful basis, including any authorisation required by GDPR Articles 9 and 10 or equivalent law, for special-category or criminal-offence data it submits, and shall not submit special-category data unless necessary for the Purpose. Global Ledger processes such data only under Section 6.4 and Schedules B and C and for no other purpose.

B.4 Access and AI Assessment. Customer controls its Users and recipients of enabled links or exports. Global Ledger shall apply Service permissions and engage providers under Section 6.4. AI Assessment is available to Customer’s Users and is invoked only when a User expressly requests generation of a summary. Only then may transaction context, counterparties and risk information be sent through an OpenAI API; blockchain data may be personal. Otherwise, no data is sent to OpenAI for AI Assessment. Customer may request that AI Assessment be disabled for its organisation. Before Customer Personal Data is sent, the Subprocessor List under Schedule B.6 shall identify the relevant processing and access countries, transfer mechanism and purpose. OpenAI may retain the submitted data for up to thirty (30) days. AI Assessment uses a standard OpenAI model that has not been fine-tuned for Global Ledger. The described model input excludes case notes, private labels, account information and User identities. Global Ledger shall not use processor Customer Personal Data to build its Entity Database or train its models, including under Section 6.2.

B.5 Return and Deletion. Section 6.4 governs Customer’s choice of return or deletion within thirty (30) days after Global Ledger receives Customer’s written request. Schedule C.3 governs backup copies and any legally required restricted retention. Global Ledger shall confirm deletion in writing.

B.6 Subprocessors and Locations. Global Ledger maintains a dated, versioned list of subprocessors (the Subprocessor List). For each relevant Service, it identifies the provider, its role, processing and access countries, applicable transfer safeguards and the countries from which Global Ledger’s personnel may access Customer Personal Data. General references to worldwide infrastructure do not authorise processing or access in an unidentified country. The version available when an Order is accepted forms part of this Schedule for that Order, subject to updates under this Section and Section 6.4. Global Ledger shall retain that version and make earlier versions available to Customer on request. Global Ledger may update processing and access countries in the List, subject to applicable law and any stricter restriction agreed in the Order. Such updates require advance notice only to the extent required by applicable law or the Order. Subprocessors may process or access Customer Personal Data only in the locations identified for the relevant provider and Service, subject to any stricter restriction agreed in the Order. Any transfer or remote access shall comply with applicable law, including supplementary measures where required.

B.7 Assistance and Audit. Sections 6.4 and 3.1.2 govern instructions, confidentiality, breach notice, assistance and audit. Schedule C sets security measures. Additional location or financial-sector terms require agreement for the affected Order.

SCHEDULE C

Security Schedule

C.1 Scope. This Schedule records measures for processing under Schedule B; applicable locations are identified in the Subprocessor List under Schedule B.6. Certificates and service levels require express Order terms. For personal data processed on Customer’s behalf, Section 6.4 and Schedule B govern return, deletion and legally required restricted retention; this Schedule gives no wider retention or use right.

C.2 Product Controls. Organisation roles govern User permissions and access to reports and cases. Cases may be private or shared within Customer’s organisation. Global Ledger personnel access production data under an internal procedure.

C.3 Technical and Organisational Measures

Global Ledger maintains an information security programme appropriate to the Services and continues to improve it. The programme covers access control and authorisation, protection of data in transit, management of secrets, logging and monitoring, separation of environments, change and release management, vulnerability management, backups and incident management. Routine backup copies containing Customer Personal Data are secured, excluded from ordinary use and overwritten or deleted through routine backup rotation, unless law requires longer retention. If a backup is restored, data previously deleted under Section 6.4 shall be deleted again before ordinary processing resumes.

Information Security Governance and Personnel Security. Global Ledger maintains documented policies and procedures, as applicable to the Services, for access control, incident management, vulnerability management, change management, business continuity and backups. Authorised personnel owe confidentiality and receive role-appropriate security and data protection guidance or training. Internal responsibility is assigned; material risks and incidents follow defined reporting and escalation procedures.

Access Control and Authorisation. Relevant internal and production systems apply role-based access control on least-privilege and need-to-know principles. Administrative access is restricted to authorised personnel with individual identities. Sensitive production data has restricted write access; operational access is read-only by default. Rights are reviewed periodically and promptly adjusted or revoked on role changes or departure. Application-User multi-factor authentication is managed in organisation settings and enforced where enabled.

Encryption and Protection of Data. Customer Personal Data transmitted on public networks uses industry-standard TLS/HTTPS. Service-to-service communications are authenticated and encrypted where supported and appropriate to risk. Passwords, API credentials, encryption keys and other secrets use restricted secret management accessible only to authorised personnel. Controlled routing, TLS termination and appropriate edge security protect public-facing traffic.

Data Minimisation and Logical Separation. The platform limits personal data processing to what is reasonably needed to provide, operate, support and secure the Services. Direct identifiers, including account emails and support records, are available only through restricted RBAC and interfaces. User and account metadata is logically separated from analytical datasets where practicable; logical controls protect Customer-specific data against other customers’ unauthorised access. Blockchain addresses and hashes are handled under applicable data protection law, not presumed anonymous because they are public.

Logging and Monitoring Safeguards. Appropriate audit and operational logs support traceability of API request metadata, User actions, label changes and alert evaluations. Sensitive fields are excluded by default and payload logging avoided without a defined operational or security purpose. Only authorised personnel access security and audit logs; relevant logs are protected from unauthorised alteration or deletion and monitored for material events or suspicious activity.

Security Architecture Overview. Customer access passes through authenticated, encrypted interfaces to segregated application services and data stores. Least-privilege restrictions cover production systems, audit logs and backups. This overview is illustrative and does not disclose detailed network architecture.

Secure Infrastructure Operations. Infrastructure access uses SSH key authentication and is limited to authorised personnel. Approved infrastructure providers undergo security assessment and written confidentiality, data protection and security duties. Production, staging and development are segregated against operational risk and unintended leakage. Firewalls, security groups or equivalent controls restrict network access; production resources follow approved security baselines.

Secure Development, Vulnerability Management and Testing. Material software and infrastructure changes are reviewed and tested before production deployment, which is limited to authorised personnel. Global Ledger identifies, assesses, prioritises and remediates Service vulnerabilities under risk-based processes, and patches or updates relevant software, infrastructure and dependencies on risk-based timeframes.

Availability, Backup and Recovery. Global Ledger maintains backup and recovery procedures for systems and data needed to provide the Services. Backup access is restricted and safeguards apply.

Global Ledger has procedures to detect, assess, contain, investigate and remediate actual or suspected security incidents, with internal escalation and reporting procedures. Notifications are governed by Sections 3.1.2 and 6.4.

Retention and Deletion Controls. Customer Personal Data processed on Customer’s behalf is retained, returned and deleted under Sections 5.3 and 6.4 and Schedule B. Legal retention is restricted to the period and purpose required by law, with secure access; internal policies do not permit independent use of that data. AML and blockchain-forensic work may require retention of datasets, analytical outputs, logs, audit trails and derived risk assessments to preserve evidentiary integrity, regulatory defensibility and system consistency. Retention remains subject to data protection and secrecy law; forensic usefulness alone does not justify retaining Customer Personal Data processed on Customer’s behalf contrary to Customer’s return or deletion choice.

Subprocessor Security and Assurance. Before appointing a subprocessor to process Customer Personal Data, Global Ledger conducts reasonable risk-based due diligence and agrees written confidentiality, data protection and security safeguards. It periodically assesses relevant measures and reviews them after material Service changes or security incidents.

C.4 Changes. Global Ledger may update measures without reducing agreed protection. Subprocessor additions and replacements remain subject to Section 6.4 notice and authorisation. Changes to processing or access countries, including those of Global Ledger’s personnel, are governed by Schedule B.6 and require advance notice only to the extent required by applicable law or the Order. Schedule B.6 states the storage countries and conditions for remote access and transfers. No additional country or access outside the documented locations is permitted for Customer Personal Data before the conditions in Schedule B.6 are met.