TERMS OF SERVICE
Version 1.0. Last updated on 11 August 2025
These terms of service (the “Terms”) are applicable to, and govern the use of, Investor Relations services provided by Modular Finance AB, a limited liability company incorporated under the laws of Sweden with company registration number 556920-1998, (“Modular Finance”, “us” or “we”) including but not limited to Monitor, MFN, Strictlog, Datablocks, Estimates, CRM Pro, Bonds and SRD II (the “Services”). References to “you” in these Terms shall, depending on the context, refer to the legal entity ordering Services under these Terms (the “Customer”), any of the Customer’s affiliates and/or their respective directors, employees and representatives. Modular Finance and you are each referred to as a “Party” and collectively as the “Parties”.
By entering into an order form for Services (“Order Form”), or by creating an account, accessing and/or using the Services, you agree to be bound by these Terms.
The “Agreement” means any Order Form(s) together with these Terms and any other documents expressly incorporated by reference.
1. SERVICES AND TERMS OF USE
1.1 Descriptions of and information about the Services is included in each Order Form and available on https://terms.modularfinance.com/docs/service-description.
1.2 Purchased Services will be made available to the Customer upon the signing by both Parties of one or more Order Forms.
1.3 The Customer acknowledges and agrees that only its employees and consultants have the right to use the Services, and that every employee and consultant who wants to use the Services must register a personal user account. The Customer warrants that all employees and consultants authorised by the Customer to create user accounts and use the Services have read and understand these Terms.
1.4 The Customer must ensure that information about user accounts (including but not limited to usernames and passwords) does not reach unauthorised parties and shall promptly inform us of any unauthorised access to your accounts. The Customer is responsible for ensuring that new users who are given access to the Services are authorised. The joint use of the same user account by several individuals, or any use of the Customer’s user accounts by third parties, constitutes a breach of the Agreement and may lead to your access to the Services being suspended in whole or in part. In the event of such breach, we also reserve the right to terminate the Agreement with immediate effect.
1.5 The Customer understands and agrees that features, data and other information in the Services may be removed or changed by us (in our own discretion) without the Customer’s approval. The Customer may object to any material changes to the Services by notifying us in writing (by e-mail) with the objection and the reason(s) for objecting, after which we will assess whether we can reasonably satisfy the objection. If the Parties are not able to resolve the issue, either Party may, for a period of fourteen (14) calendar days after the date the change took effect, terminate the Services without any cost, penalty or liability.
1.6 You may not access or use, or attempt to access or use, the Services to take any action that could harm us or a third party. You may not use the Services in violation of applicable laws or in violation of our or any third party’s intellectual property or other proprietary or legal rights.
1.7 The use of the Services is subject to the additional restrictions set forth in Clause 7 (Intellectual Property Rights) and otherwise in the Agreement.
2. COMPLAINTS
Any errors or deficiencies in the Services must immediately be reported by the Customer in writing (by e-mail) to us, and we shall be provided with the opportunity to take corrective action. We are not responsible for any errors or consequences of errors that have not been reported by the Customer in writing within fourteen (14) days from when the error was first discovered or should reasonably have been discovered by the Customer.
3. LIMITATION OF LIABILITY
3.1 In the absence of negligence, we shall not be liable to the Customer for any losses, liabilities, damages, costs or expenses arising from or in connection with the Agreement or the delivery of the Services. Our liability shall in all cases be limited to direct damage incurred by the Customer and subject to the limitations specified below.
3.2 We shall not be responsible for any damages arising from or in connection with inaccurate, incomplete or delayed data provided to us by third parties. You acknowledge that data provided to you in the Services (including but not limited to shareholder data) is either (i) provided to us by third parties, where the responsibility for ensuring the accuracy and completeness of such data rests with the third party that provided the data to us, or (ii) sourced by us from third parties and used by Modular Finance “as is”, where the responsibility for ensuring the accuracy of such data rests with the third party from which we sourced that data.
3.3 The Services may be used as assistance in addressing certain regulatory requirements to which the Services relate (including but not limited to obligations pursuant to the Market Abuse Regulation (Regulation (EU) No 596 / 2014)). The Customer acknowledges and agrees that it remains solely responsible for ensuring that it complies with all applicable laws and regulations, and we make no warranty that the Services will ensure such compliance. We shall have no liability for any claims, damages or expenses arising from any failure by you to comply with applicable regulatory requirements, whether such failure is due to your actions or omissions or any other reason, including any failure or insufficiency in the Services provided by us.
3.4 We shall in no event be liable for any indirect, incidental, special or consequential damages (including but not limited to damages resulting from loss of profit, opportunity, expected savings, data or income) arising out of the Services, the Agreement or with respect to our performance hereunder.
3.5 Modular Finance’s total maximum liability for any damages arising out of or relating to the Services or the Agreement shall be limited to the sum of six (6) monthly fees paid by the Customer for the Service(s) giving rise to the liability.
3.6 The Customer shall defend, indemnify and hold harmless Modular Finance and our directors, agents, affiliates and representatives from and against any claim and expense arising out of or relating to your actual or alleged use of the Services in violation of the Agreement, applicable laws, regulations or instructions from relevant authorities.
4. DISCLAIMER
Except as expressly provided for in these Terms, the Services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim to the fullest extent permitted by applicable law any and all warranties, whether express, implied, statutory or otherwise, including the implied warranties of merchantability, title, fitness for a particular purpose and non-infringement. You acknowledge that we do not warrant the Services will be uninterrupted, timely, secure or error-free.
5. FEES AND BILLING
5.1 Applicable prices shall be set out in the Order Form.
5.2 We may change the prices for the Services, in which case we will notify the Customer in advance. Unless otherwise agreed between the Parties in writing, any change in price will take effect ninety (90) days after such notice. If the Customer has been offered Services for a specific term, price and/or discount, that price will continue to apply for the agreed time, after which the price may be subject to increases.
5.3 We reserve the right to invoice the Customer on a quarterly or annual basis, or at other intervals in accordance with our internal billing routines. We will notify the Customer in advance of any material changes to the invoicing schedule.
5.4 For certain Services, additional fees from third parties may apply. Specifically, for our SRD II service, additional fees may be charged by the nominees from whom we request information on the Customer’s behalf. Any such fees will be passed on to the Customer and included in our invoice. For Customers listed on a Nasdaq trading platform who choose to display their share price with a 15-minute delay through our Services, a license fee from Nasdaq will be added to the invoice. This fee is based on Nasdaq’s official price list (as amended from time to time). No discounts shall apply to any third-party fees.
6. DATA PROTECTION
6.1 Each Party is responsible for its processing of personal data (as defined in the General Data Protection Regulation (Regulation (EU) 2016 / 679)) in the Services or that may be derived from the Services, and the Customer undertakes to comply with applicable data protection and data privacy legislation when processing personal data in the Services.
6.2 The Customer’s obligations pursuant to this Clause 6 (Data Protection) mean, inter alia, that the Customer is responsible for ensuring that it, where applicable, has the right to lawfully transfer personal data to Modular Finance for publication of the data in the Services, and for further processing under the controllership of Modular Finance. Modular Finance shall be the personal data controller for such processing for which we determine the purposes and means of processing. Furthermore, the Customer’s obligations mean that its processing of personal data in, or related to, the Service shall be compatible with the purpose for which the personal data was originally collected, e.g., when the Customer creates a selection and export personal data from the Services for internal purposes in accordance with Clause 7 (Intellectual Property Rights) of these Terms.
6.3 As a result of delivering the Services, we may process personal data on the Customer’s behalf as a personal data processor. Such personal data processing is regulated by the Data Processing Agreement available on https://terms.modularfinance.com/docs/data-processing-agreement. By agreeing to these Terms, Modular Finance and the Customer enter into the Data Processing Agreement, which shall remain in effect for as long as we process personal data on the Customer’s behalf.
6.4 More information on how we process personal data can be found in our Privacy Policy available on https://terms.modularfinance.com/docs/privacy-policy.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Modular Finance (or its licensors, as the case may be) shall retain all right, title and interest, including all intellectual property rights, in and to all methodologies, tools, models, software, procedures, documentation, know-how, trademarks, algorithms, designs and processes relating to the Services, including all copies, portions and derivative works thereof. Nothing in the Agreement shall be deemed to transfer any intellectual property rights to you. If you provide any suggestions or feedback relating to the Services to us, such suggestions or feedback may be used by us without restriction and without any obligations to you.
7.2 The Customer receives through the Agreement a non-exclusive, non-transferable, limited right for the duration of the relevant Order Form to use, display and copy information from the Services for its own internal purposes. You may copy information from the Services by using the Services’ export tools only. You may not sell or in any other way transfer or provide information from the Services to third parties except as required by law or by order of any court, government agency, stock exchange or other regulatory body. The Customer agrees to fully follow our instructions regarding source references for all external use of information from the Services. The Customer is fully responsible for all content published in or through the Services by you. This responsibility includes the choice of fonts in material and contents which are published through the Services. The Customer acknowledges that certain choices of fonts require that it holds user license agreements. We are not responsible for holding or obtaining such licenses and the Customer shall defend, indemnify and hold harmless Modular Finance from and against any claim and expense arising out of its failure to obtain necessary font user licenses. Within the delivery of the Services, we will offer font options that do not require a user license.
7.3 You agree that you will not (and will not attempt or encourage or support anyone else’s attempt to) circumvent, modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble, decrypt or otherwise alter or interfere with any parts of the Services or their content, or use any materials relating to the Services for any purpose other than in accordance with the Agreement.
7.4 The Customer agrees that we may use the Customer’s company name and logo on our website and in marketing materials, solely for the purpose of identifying the Customer as a customer of Modular Finance. The Customer may at any time revoke its permission of such use by notifying us in writing (by e-mail).
8. USE OF DATA
The Customer gives Modular Finance permission to use the data obtained through delivery of the Services under the Agreement in its central database.
9. CONFIDENTIALITY
9.1 The Parties acknowledge that each Party has or may during the term of the Agreement acquire confidential information (including but not limited to information relating to business activities and operations, technical information or trade secrets, products, strategies, pricing and discounts and customer information that is confidential and/or proprietary in nature) about the other Party (“Confidential Information”). The Parties undertake (i) to maintain and cause its employees and agents to maintain the confidentiality of the other Party’s Confidential Information, (ii) that all Confidential Information shall remain the exclusive property of its owner, and (iii) to only use Confidential Information of the other Party for the purposes agreed upon and not disclose it to third parties without the prior written consent of the other Party, except as required by law, regulation or by order of any court, government agency, stock exchange or other regulatory body.
9.2 Confidential Information shall not include information that (i) is or becomes generally available to the public (otherwise than as a result of a breach of confidentiality or of the Agreement), (ii) was in the receiving Party’s possession under no obligation of confidentiality prior to receipt from the disclosing Party, (iii) is lawfully obtained from a third party that the receiving Party reasonably believes to be free to disclose such information, or (iv) is independently developed by the receiving Party without reference to any Confidential Information.
9.3 Notwithstanding the above, the Parties may inform third parties that an agreement has been entered into between them, unless the other Party objects to this in writing.
9.4 This confidentiality undertaking shall remain in force for a period of three (3) years after the termination of the Services.
10. CHANGES AND ADDITIONS
10.1 We reserve the right to modify these Terms at any time. Such changes will become effective immediately upon posting. Your continued use of the Services after such changes will constitute your acceptance of the modified Terms. You are responsible for keeping yourself informed of any changes to the Terms. The latest version of the Terms will be available through the Services and on https://terms.modularfinance.com/docs/terms-of-service.
10.2 Any material changes to these Terms which may affect the Customer, or your use of the Services, will be notified to the Customer by e-mail or via the Services. Such material changes to these Terms will become effective thirty (30) business days following the day they are posted.
10.3 The Customer may object to any material changes to these Terms by sending us an e-mail with the objection and the reason(s) for objecting, after which we will assess whether we can reasonably satisfy the objection. If the Parties are not able to resolve the issue, the change will take effect and either Party may, for a period of fourteen (14) calendar days after the date the change took effect, terminate the Services without any cost, penalty or liability.
10.4 All new functionalities, features and content introduced and added to the Services will be subject to these Terms.
11. TRANSFER OR ASSIGNMENT
The Customer may not assign or otherwise transfer any of its rights or obligations under the Agreement to any third party without our prior written approval.
12. TERM AND TERMINATION
12.1 The term for the Services commences upon the execution of one or more Order Forms and shall remain in force until terminated in accordance with these Terms.
12.2 The services Monitor, MFN, Strictlog and Datablocks (if and to the extent included in the Customer’s Order Forms) are provided for an indefinite term and may each be terminated by either Party by giving three (3) months’ written notice (by e-mail).
12.3 The service SRD II (if and to the extent included in the Customer’s Order Form) is provided on an annual basis and shall automatically renew for additional one-year periods unless terminated by either Party with at least sixty (60) days’ written notice (by e-mail) prior to the end of the then current term. The initial term shall run from the start date set out in the Order Form until 31 December of the same year.
12.4 Any add-ons to the Services may be terminated by either Party by giving one (1) month’s written notice.
13. BREACH AND EARLY TERMINATION
13.1 In addition to what is otherwise stated in these Terms, both Parties have the right to terminate the Agreement with immediate effect if the other Party violates a provision in the Agreement and fails to take corrective action within ten (10) days from the receipt of a written request for correction from the other Party.
13.2 A Party shall also have the right to terminate the Agreement with immediate effect if the other Party goes bankrupt, goes into liquidation, suspends payments, becomes subject to corporate restructuring or can otherwise be assumed to be insolvent.
13.3 Termination and request for correction according to this Clause 13 (Breach and Early Termination) must be sent in writing to the other Party (by e-mail).
14. EFFECTS OF TERMINATION
14.1 Upon termination of the Services and after the end of the notice period, the Customer and its users will no longer have the right to use the Services and your access to the Services thereby ceases. For the avoidance of doubt, the Customer shall have the right to continue using information that it has lawfully exported from the Services during the term of the Services. The Parties agree that the provisions in Clauses 3 (Limitation of Liabilities), 6 (Data Protection) and 7 (Intellectual Property Rights) shall continue to apply to your continued use of previously exported information.
14.2 In case of termination of an individual Service according to Clause 12 (Term and Termination), the provisions in this Clause 14 shall apply to the individual Service that has been terminated and not to other Services still delivered under these Terms.
15. GOVERNING LAW AND JURISDICTION
15.1 The Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to any choice of law or conflict of law provisions.
15.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute.
15.3 The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
15.4 The Parties agree that all arbitral proceedings conducted under this Clause 15 shall be kept confidential, and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceedings shall be used solely for the purpose of those proceedings.
16. ENTIRE AGREEMENT
16.1 The Agreement and any other document(s) referred to in the Agreement constitute the complete understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, discussions and understandings between the Parties with respect to the same.
16.2 In the event of any discrepancy, inconsistency or ambiguity between the provisions of these Terms and those of an applicable Order Form, the provisions of the Order Form shall prevail solely with respect to the subject matter expressly addressed therein. In all other respects, these Terms shall continue to apply in full.
17. FORCE MAJEURE
We shall not be liable for any damage caused by a failure to fulfil, or delay of performance of, our obligations under the Agreement if such failure is caused by circumstances beyond our control, including but not limited to government action, new or amended legislation, illness or other impairment of working capacity, pandemics, epidemics, death, war or acts of war, conflict in the labour market, blockade, fire, flood, interruption of data or telecommunications, loss or destruction of data or material property or major accident.
18. NOTICES
18.1 Any notice or other communication required or permitted under the Agreement shall be in writing and delivered by e-mail.
18.2 A notice shall be effective upon receipt and shall be deemed to have been received at the time of sending, provided that receipt shall not occur if the sender receives an automated message indicating that the e-mail has not been delivered to the recipient.
18.3 Notices to Modular Finance shall be sent by e-mail to [email protected].
18.4 Notices to the Customer shall be sent to the e-mail addresses set forth in the Order Form.
18.5 Each Party may change its e-mail address for receipt of notice by giving written notice of the change to the other Party.