. PREAMBLE

These Terms and Conditions (the “Agreement”) govern the supply by MPS Monitor SRL (“MPS Monitor”) of the AI Voice Assistant Service (the “AI Voice Service”) to Customers. The AI Voice Service is an add-on to the MPS Monitor printer monitoring platform and is powered by Sadie Technology Limited (“Sadie”), an Irish technology company and MPS Monitor’s technology partner.

By activating the AI Voice Service, the Customer accepts these Terms and Conditions, which supplement the MPS Monitor General Terms of Service. In the event of a conflict between these Terms and the General Terms of Service, these Terms shall prevail in respect of the AI Voice Service.

1. DEFINITIONS

In this Agreement, the following terms have the meanings set out below:

“AI Voice Service” The white-label AI-powered voice assistant service provided by MPS Monitor, powered by Sadie’s technology platform, enabling automated inbound call handling, appointment scheduling, FAQ responses, and call routing for the Customer’s end-users.

“Customer” The MPS Monitor partner, dealer, or Managed Print Service provider that subscribes to the AI Voice Service.

“Customer Data” All data, content, and information provided by or generated through the Customer’s use of the AI Voice Service, including call recordings, transcripts, and end-user interaction data.

“End-User” A caller or other person who interacts with the AI Voice Service through the Customer’s phone lines or communications systems.

“Personal Data” Any information relating to an identified or identifiable natural person as defined under the GDPR and applicable data protection laws.

“Sadie Platform” The underlying AI technology platform owned and operated by Sadie Technology Limited that powers the AI Voice Service.

“Service Fee” The monthly or annual subscription fee payable by the Customer for the AI Voice Service, as set out in the Service Proposal.

“Territory” The European Union and European Economic Area, unless otherwise agreed in writing.

2. DESCRIPTION OF THE AI VOICE SERVICE

2.1 Service Overview

The AI Voice Service is an AI-powered virtual receptionist solution that enables the Customer’s printer dealer and MPS provider clients to automate and manage inbound telephone calls intelligently. The service is delivered under the MPS Monitor brand and is powered by the Sadie Platform.

Core capabilities of the AI Voice Service include:

• Automated answering and handling of inbound calls using natural language processing and speech recognition

• Intelligent call routing and escalation to human agents where required

• Automated booking, scheduling, and appointment management

• FAQ handling and customer query resolution without human intervention

• Lead capture and qualification

• Call transcription and optional call recording

• Integration with third-party CRM and booking platforms as agreed in the Service Proposal

2.2 Service Delivery

The AI Voice Service is delivered as a software-as-a-service (SaaS) solution hosted on Amazon Web Services (AWS) cloud infrastructure. The Customer accesses the service through the MPS Monitor platform. MPS Monitor is the Customer’s primary contact for all commercial and first-line support matters.

2.3 AI Limitations

The Customer acknowledges that:

• The AI Voice Service uses artificial intelligence and machine learning technologies which may produce errors, inaccuracies, or unexpected responses;

• AI-generated content and responses are not guaranteed to be accurate and should not be relied upon without review;

• Service availability depends in part on third-party infrastructure, telecommunications networks, and AI model providers;

• The AI Voice Service does not constitute professional advice of any kind.

3. SERVICE ACTIVATION AND ONBOARDING

3.1 Activation

The AI Voice Service will be activated upon execution of the Service Proposal and receipt of the applicable setup fee, if any. MPS Monitor will notify the Customer by email of the activation date. Service activation is expected within five (5) business days of the execution of the Service Proposal.

3.2 Onboarding Obligations

The Customer agrees to cooperate fully with MPS Monitor during the onboarding process, including:

• Providing all required configuration information, call routing details, and system access within fifteen (15) business days of the activation date;

• Designating a named point of contact responsible for onboarding coordination;

• Ensuring that the Customer’s telephony infrastructure is compatible with the requirements set out in the Service Proposal.

If onboarding is delayed due to the Customer’s failure to provide required information or cooperation, monthly Service Fees will commence from the date agreed in the Service Proposal regardless of whether the service is live.

3.3 Integration

Where the Service Proposal includes integration with the Customer’s CRM, booking system, or other third-party platforms, the Customer is responsible for maintaining valid licences and ensuring continued access to those systems. MPS Monitor and Sadie are not responsible for downtime or service degradation caused by failures in the Customer’s third-party systems.

4. FEES AND PAYMENT

4.1 Service Fees

The Customer will pay MPS Monitor the Service Fee set out in the Service Proposal. Fees are quoted in Euros (EUR) unless otherwise stated and are exclusive of applicable value-added tax (VAT) or other taxes, which shall be payable by the Customer in addition.

4.2 Billing

Fees are payable monthly or annually as agreed in the Service Proposal and will be invoiced in accordance with the MPS Monitor General Terms of Service. The first invoice will include any one-time setup fee.

4.3 Late Payment

In the event of late payment, interest shall accrue in accordance with the MPS Monitor General Terms of Service and applicable EU legislation on late payments. MPS Monitor reserves the right to suspend the AI Voice Service upon written notice if fees remain unpaid for more than fifteen (15) days after the due date.

4.4 Price Adjustments

MPS Monitor may adjust Service Fees upon thirty (30) days’ prior written notice. Fee increases during an ongoing subscription period will take effect at the next renewal date, unless otherwise agreed.

5. LICENCE AND PERMITTED USE

5.1 Licence Grant

Subject to these Terms and payment of all Fees, MPS Monitor grants the Customer a limited, non-exclusive, non-transferable licence to access and use the AI Voice Service solely for the Customer’s internal business purposes in connection with its printer dealer or MPS operations within the Territory.

5.2 Restrictions

The Customer shall not, and shall ensure its employees and agents do not:

• Resell, sublicence, or make the AI Voice Service available to third parties other than End-Users interacting through the Customer’s phone lines;

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, AI models, or underlying technology of the AI Voice Service or the Sadie Platform;

• Use any knowledge or insights gained from the AI Voice Service to develop, assist in developing, or operate any competing AI voice assistant product or service;

• Copy, modify, or create derivative works of any proprietary technology;

• Remove, obscure, or alter any proprietary notices or branding;

• Use the AI Voice Service in violation of applicable laws, including those relating to privacy, telecommunications, consumer protection, and AI regulation;

• Interfere with or disrupt the integrity or performance of the AI Voice Service.

6. THIRD-PARTY TECHNOLOGY

6.1 Sadie Platform

The Customer acknowledges and agrees that the AI Voice Service is powered by the Sadie Platform, owned and operated by Sadie Technology Limited, 10 Earlsfort Terrace, Dublin 2, Ireland. Sadie Technology Limited is an express third-party beneficiary of these Terms with the right to enforce provisions relating to the Sadie Platform directly against the Customer, including intellectual property protections, restrictions on reverse engineering, limitations of liability, and indemnification obligations.

6.2 Infrastructure

The AI Voice Service operates on Amazon Web Services (AWS) cloud infrastructure. Sadie Technology Limited holds a SOC 2 Type I certification as of May 2025, confirming that its security controls are suitably designed. MPS Monitor and Sadie are not responsible for service interruptions caused by AWS infrastructure events beyond their control.

6.3 AI Model Providers

The Sadie Platform uses third-party AI model and voice processing providers. Sadie Technology Limited may change these providers at any time without notice, provided that core service functionality is maintained. The Customer acknowledges that outputs are AI-generated and subject to the limitations described in Section 2.3.

7. DATA PROTECTION AND PRIVACY

7.1 GDPR Compliance

Both MPS Monitor and Sadie Technology Limited comply with the General Data Protection Regulation (EU) 2016/679 (GDPR) and applicable national data protection laws. Where the AI Voice Service involves the processing of Personal Data, the parties will execute a Data Processing Agreement (DPA) as required by Article 28 GDPR.

7.2 Roles

As between the parties:

• The Customer acts as Controller in respect of Personal Data it provides or generates in connection with the AI Voice Service;

• MPS Monitor acts as Processor in respect of Personal Data processed on behalf of the Customer;

• Sadie Technology Limited acts as sub-processor in respect of Personal Data processed through the Sadie Platform.

7.3 Customer Obligations

The Customer is solely responsible for:

• Obtaining all required consents, disclosures, and authorizations from End-Users prior to collecting and processing their Personal Data through the AI Voice Service, including consent for call recording where applicable;

• Providing appropriate privacy notices to End-Users informing them that calls may be answered, recorded, or transcribed by an AI system;

• Complying with all applicable telecommunications and ePrivacy laws in connection with its use of the AI Voice Service, including EU Directive 2002/58/EC and its national implementing legislation;

• Ensuring the Customer’s own use of the AI Voice Service complies with the EU AI Act where applicable.

7.4 Data Security

Sadie Technology Limited maintains security controls consistent with its SOC 2 Type I certification, including: data encryption at rest and in transit using TLS, role-based access controls, multi-factor authentication, AWS-hosted infrastructure with network segmentation, and an annual penetration testing program. Full details are available in the Sadie SOC 2 Type I Report.

7.5 Data Retention and Deletion

Customer Data will be retained for the duration of the Agreement and for such additional period as required by applicable law or as agreed in the Data Processing Agreement. Upon termination, Customer Data will be deleted or returned in accordance with the Data Processing Agreement and Section 12 of these Terms.

7.6 International Transfers

The Sadie Platform processes data on AWS infrastructure. Where Personal Data is transferred outside the European Economic Area, such transfers will be made in accordance with Chapter V of the GDPR, including through the use of Standard Contractual Clauses or other appropriate safeguards.

7.7 Security Incident Notification

MPS Monitor will notify the Customer without undue delay after becoming aware of any confirmed unauthorized access to or disclosure of Customer Data within MPS Monitor’s or Sadie Technology Limited’s systems and will take reasonable steps to investigate and mitigate the incident. The obligations under this Section apply only to data within MPS Monitor’s or Sadie Technology Limited’s possession and control, and exclude incidents originating from the Customer’s systems, third-party integrations, or telecommunications networks not controlled by MPS Monitor or Sadie Technology Limited. Further details of breach-notification timing and procedures shall be set out in the Data Processing Agreement.

7.8 Customer Security Obligations

The Customer shall: (a) maintain reasonable physical, technical, and organizational security measures to protect its systems and accounts used to access the AI Voice Service; (b) not attempt to gain unauthorized access to the AI Voice Service, the Sadie Platform, or any related infrastructure; (c) not use the AI Voice Service to transmit viruses, malware, or other harmful code; and (d) promptly notify MPS Monitor in writing, and in no case later than forty-eight (48) hours, upon becoming aware of any actual or suspected security incident, unauthorized access, or breach affecting the Customer’s account or data processed through the AI Voice Service. The Customer shall not conduct or permit any third party to conduct penetration testing, vulnerability scanning, or similar security testing of the AI Voice Service or the Sadie Platform without MPS Monitor’s prior written consent.

7.9 Call Recording and Transcription

The Customer acknowledges that the AI Voice Service records, transcribes, and processes inbound telephone calls and other voice interactions as part of its core functionality. Customer Data includes call recordings, transcripts, conversation logs, and associated End-User information collected through the AI Voice Service. Such data may be processed and stored by MPS Monitor, Sadie Technology Limited, and their respective AI infrastructure and voice-processing providers, including potential international transfers to servers located outside the Customer’s jurisdiction, in accordance with Section 7.6 and applicable data protection laws. The Customer is solely responsible for ensuring that all required notifications, disclosures, and consents are obtained from End-Users prior to or at the commencement of any call handled by the AI Voice Service, in accordance with all applicable laws governing call recording, monitoring, and AI-assisted communications.

8. INTELLECTUAL PROPERTY

8.1 Sadie Platform Ownership

Sadie Technology Limited retains all rights, title, and interest in and to the Sadie Platform and all related intellectual property, including AI models, algorithms, training data, prompts, conversational flows, software, analytics, outputs, updates, and enhancements. No rights are granted to the Customer in the Sadie Platform except as expressly set forth in these Terms.

8.2 MPS Monitor Ownership

MPS Monitor retains all rights in and to the MPS Monitor platform, brand, and any customer-facing materials relating to the AI Voice Service. The AI Voice Service is delivered under the MPS Monitor brand.

8.3 Customer Data Ownership

The Customer retains all rights to its own Customer Data. The Customer grants MPS Monitor and Sadie a limited licence to use Customer Data solely as necessary to provide the AI Voice Service and, provided that the data has been effectively anonymized such that it no longer constitutes Personal Data within GDPR, in aggregated and anonymized form, for service improvements, internal analytics and AI model training and improvement.

9. CONFIDENTIALITY

9.1 Obligations

Each party agrees to hold the other party’s Confidential Information in strict confidence, not to disclose it to any third party without prior written consent, and to use it only as necessary to perform obligations under this Agreement. These obligations survive termination for a period of three (3) years.

9.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt prior written notice.

10. SUPPORT AND SERVICE LEVELS

10.1 Support Structure

Support for the AI Voice Service is structured as follows:

Support Level Responsibility Response Time

First-Line MPS Monitor (primary contact for Customer) Within 24 business hours

Second-Line Sadie Technology Ltd (technical platform issues) Per Sadie SLA (Exhibit C)

10.2 Service Availability

MPS Monitor targets 99.5% monthly uptime for the AI Voice Service, excluding scheduled maintenance and force majeure events. Scheduled maintenance will be communicated with at least 48 hours’ advance notice where practicable.

10.3 Support Channel

The Customer must submit support requests to help@mpsmonitor.com or through the MPS Monitor support portal. The Customer shall provide sufficient detail, including steps to reproduce any issue, screenshots, and error messages.

11. WARRANTIES AND DISCLAIMERS

11.1 MPS Monitor Warranty

MPS Monitor warrants that the AI Voice Service will perform materially in accordance with the service description in the Service Proposal during the Term. If the AI Voice Service fails to meet this warranty, MPS Monitor’s sole obligation is to use commercially reasonable efforts to correct the non-conformance.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE AI VOICE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RELIABILITY OF AI-GENERATED CONTENT. NEITHER MPS MONITOR NOR SADIE TECHNOLOGY LIMITED WARRANTS THAT THE AI VOICE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED CONTENT WILL BE ACCURATE OR COMPLETE.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MPS MONITOR NOR SADIE TECHNOLOGY LIMITED SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MPS MONITOR AND ITS TECHNOLOGY PROVIDERS (INCLUDING SADIE TECHNOLOGY LIMITED) FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AI VOICE SERVICE SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 AI-Specific Limitations

Neither MPS Monitor nor Sadie Technology Limited shall be liable for: (a) errors, inaccuracies, or inappropriate responses generated by the AI system; (b) decisions made by the Customer or End-Users in reliance on AI-generated content; (c) service interruptions due to third-party infrastructure failures; or (d) telecommunications or network-related issues outside their respective control.

12.4 Exceptions

The limitations in this Section 12 do not apply to: (a) either party’s gross negligence or willful misconduct; (b) either party’s breach of data protection obligations; (c) death or personal injury caused by negligence; or (d) any other liability that cannot be excluded under applicable EU law.

13. INDEMNIFICATION

13.1 Customer Indemnity

The Customer shall defend, indemnify, and hold harmless MPS Monitor, Sadie Technology Limited, and their respective officers, directors, employees, and agents from all third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• The Customer’s use or misuse of the AI Voice Service;

• The Customer’s violation of applicable laws, including GDPR, ePrivacy, consumer protection, or telecommunications regulations;

• The Customer’s failure to obtain required consents from End-Users;

• The Customer’s breach of Section 5 (Licence) or Section 7 (Data Protection), or violation of the intellectual property rights of MPS Monitor, Sadie Technology Limited, or any third party;

• Claims by End-Users or third parties related to the Customer’s business operations or use of the AI Voice Service;

• Any content, data, or information provided by the Customer.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the date the AI Voice Service is activated and continues until terminated in accordance with this Section. Unless otherwise agreed in the Service Proposal, the initial subscription period is twelve (12) months, after which it auto-renews for successive twelve-month periods unless either party provides thirty (30) days’ written notice of non-renewal.

14.2 Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days’ prior written notice, provided that such notice may only be given after expiry of any minimum subscription period set out in the Service Proposal.

14.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, enters administration, or is subject to analogous proceedings.

14.4 Immediate Suspension or Termination

MPS Monitor may suspend or terminate the AI Voice Service immediately and without prior notice if the Customer: (a) breaches Section 5.2 (Restrictions); (b) uses the service in a manner that poses a security, legal, or regulatory risk; or (c) fails to pay Fees after receiving written notice. A suspension under this Section 14.4 does not constitute termination of this Agreement. Neither MPS Monitor nor Sadie Technology Limited shall be liable to the Customer for any loss, damages, or costs arising from a suspension carried out in accordance with this Section 14.4.

14.5 Effect of Termination

Upon termination or expiry: (a) all licences and access granted to the Customer immediately cease; (b) the Customer will pay all outstanding Fees accrued through the termination date; (c) MPS Monitor will provide the Customer with an export of Customer Data within thirty (30) days of the termination date upon written request; and (d) each party will return or certifiably destroy the other party’s Confidential Information.

15. GENERAL PROVISIONS

15.1 Governing Law

This Agreement is governed by Italian law. For all disputes arising from or in connection with this Agreement, the Court of Milan shall have exclusive jurisdiction, consistent with the MPS Monitor General Terms of Service.

15.2 Consumer Rights

Nothing in this Agreement limits any rights the Customer may have under mandatory applicable EU consumer protection or business-to-business legislation.

15.3 Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, war, pandemic, or failures of third-party telecommunications networks. If a force majeure event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice.

15.4 Assignment

The Customer may not assign this Agreement without MPS Monitor’s prior written consent. MPS Monitor may assign this Agreement to any affiliate, successor, or acquirer without consent.

15.5 Amendments

MPS Monitor may amend these Terms upon thirty (30) days’ written notice to the Customer. Continued use of the AI Voice Service after the notice period constitutes acceptance of the amended Terms.

15.6 Severability

If any provision of this Agreement is found to be unenforceable, that provision shall be limited to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

15.7 Entire Agreement

These Terms, together with the MPS Monitor General Terms of Service and the applicable Service Proposal, constitute the entire agreement between the parties in respect of the AI Voice Service and supersede all prior representations, negotiations, or agreements relating thereto.

15.8 Independent Contractors

MPS Monitor, Sadie Technology Limited, and the Customer are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship. Neither the Customer nor any End-User is an employee, agent, or partner of MPS Monitor or any of its technology providers.

15.9 Service Modifications

MPS Monitor and Sadie Technology Limited reserve the right to modify, update, enhance, or discontinue any feature or functionality of the AI Voice Service at any time, provided that no material degradation of core functionality will be made without commercially reasonable prior notice to the Customer. Continued use of the AI Voice Service following such notice constitutes acceptance of the modification.

15.10 Equitable Relief

The Customer acknowledges that any breach or threatened breach of Section 5.2 (Restrictions), Section 7 (Data Protection and Privacy), Section 7.8 (Customer Security Obligations), or Section 9 (Confidentiality) would cause MPS Monitor and Sadie Technology Limited irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, MPS Monitor and Sadie Technology Limited (as express third-party beneficiary under Section 6.1) shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain any such breach, without the requirement to post bond or other security and without prejudice to any other rights or remedies available at law or in equity.

15.11 Survival

The following provisions, together with any other provisions which by their nature should survive, shall survive expiry or termination of this Agreement: Section 4 (Fees and Payment) with respect to amounts accrued prior to termination, Section 5.2 (Restrictions), Section 6 (Third-Party Technology), Section 7 (Data Protection and Privacy), Section 8 (Intellectual Property), Section 9 (Confidentiality), Section 11.2 (Disclaimer), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14.5 (Effect of Termination), Section 15.1 (Governing Law), Section 15.8 (Equitable Relief), and this Section 15.9.