Master Subscription Agreement

Effective date: 2026-05-10 · Version: 1.0

This Master Subscription Agreement ("MSA") is entered into between Trelvio Technology OÜ, a private limited company organised under the laws of the Republic of Estonia, registry code 16827799, having its registered office at Tornimäe tn 5, 10145 Tallinn, Estonia ("GovLens"), and the customer identified in the applicable Order Form ("Customer").

The MSA, the Order Form, the Data Processing Addendum, the Service Level Agreement, the Security Addendum, the Acceptable Use Policy, and the Privacy Policy together form the "Agreement".

1. Definitions

• "Affiliate" — any entity that controls, is controlled by, or is under common control with a Party (more than 50% voting securities).
• "Authorised Users" — Customer's employees, contractors, and Affiliates' personnel permitted by Customer to access the Services.
• "Customer Data" — data, content, or information that Customer or its Authorised Users submit to or generate through the Services, excluding Public Data and GovLens Data.
• "Documentation" — technical and user documentation made available at govlens.eu/docs and any successor URL.
• "Fees" — the subscription, professional services, and other charges set out in an Order Form.
• "GovLens Data" — structured datasets, analyses, AI-generated summaries, indices, and editorial commentary created or curated by GovLens, excluding Public Data in its raw form.
• "Order Form" — written or electronic ordering document signed or accepted by both Parties referencing this MSA.
• "Public Data" — information sourced from official EU or national public registers (EUR-Lex, European Parliament Open Data, EU Transparency Register, national lobby registers, FTS, CAP, ESIF, CORDIS, etc.).
• "Services" — the GovLens platform identified in the Order Form, including software, APIs, embeddable widgets, datasets, dashboards, alerts, briefings, and related support.
• "Subscription Term" — the period set out in the Order Form during which Customer is entitled to access and use the Services.

2. Services and Order Forms

2.1 Provision

GovLens will provide the Services described in each Order Form during the Subscription Term, in accordance with this MSA, the Documentation, the SLA, and the Security Addendum.

2.2 Authorised Users

Customer may permit its Authorised Users to access the Services subject to the seat limit, scope, and territory set out in the Order Form. Customer is responsible for the acts and omissions of its Authorised Users as if they were Customer's own.

2.3 Affiliates

Customer Affiliates may use the Services under this MSA if expressly named in the Order Form. Customer remains responsible for Affiliate compliance and is jointly and severally liable for Fees attributable to Affiliate use.

2.4 Changes to the Services

GovLens may modify or enhance the Services from time to time. Material reductions in functionality during a Subscription Term require at least 90 days' written notice; if such a reduction materially diminishes the value of the Services, Customer may terminate the affected Order Form on 30 days' notice and receive a pro-rata refund of prepaid Fees.

3. Customer Responsibilities

Customer will:

1. comply with the Acceptable Use Policy;
2. maintain the security of its credentials and API keys;
3. ensure its use of the Services complies with applicable law, including data-protection law;
4. obtain all consents necessary for any Customer Data it submits;
5. cooperate reasonably with GovLens in the investigation of any suspected misuse or security incident.

4. Fees, Taxes, and Payment

4.1 Fees

Customer will pay the Fees set out in the Order Form. Unless stated otherwise, Fees are denominated in EUR, exclusive of taxes, and invoiced annually in advance.

4.2 Invoicing and payment terms

Invoices are payable within 30 days of receipt. Late payments accrue interest at the lower of (a) 1.0% per month or (b) the maximum rate permitted by Estonian law.

4.3 Disputed invoices

Customer must notify GovLens of a good-faith invoice dispute within 15 days of receipt. The Parties will work in good faith to resolve. Undisputed amounts remain payable.

4.4 Taxes

Fees are exclusive of all applicable taxes. Customer is responsible for VAT and similar taxes, except for taxes on GovLens's net income.

4.5 Suspension for non-payment

If Customer is more than 30 days past due on undisputed amounts, GovLens may suspend the Services on 10 business days' notice and may terminate the Order Form for breach if non-payment continues for a further 30 days.

4.6 Renewal and price changes

Each Order Form renews automatically for successive 12-month terms unless either Party gives written notice of non-renewal at least 60 days before the end of the then-current term. GovLens may increase Fees for the renewal term on at least 60 days' prior written notice; renewal increases will not exceed the higher of 7% per year or the published Eurozone HICP annual change unless the Customer has materially expanded scope.

5. Subscription Term, Termination

5.1 Term

The Agreement starts on the date of the first Order Form and continues until the last Order Form expires or is terminated.

5.2 Termination for cause

Either Party may terminate for material breach by the other that remains uncured 30 daysafter written notice. GovLens may terminate immediately for Customer's breach of Sections 3, 9, or 11.

5.3 Termination for insolvency

Either Party may terminate immediately on written notice if the other Party becomes insolvent, files for bankruptcy, has a receiver appointed over a material part of its assets, or ceases to do business.

5.4 Termination for convenience

Customer may terminate any Order Form for convenience on 60 days' prior written notice; Customer remains liable for Fees due for the full Subscription Term unless the Order Form expressly provides otherwise.

5.5 Effect of termination

Upon termination:

1. Customer's right to access the Services ceases on the effective date;
2. GovLens will, at Customer's election, return Customer Data in a structured, commonly used machine-readable format or delete it within 30 days;
3. amounts owed up to the effective date become immediately payable;
4. Sections that by their nature should survive (1, 4, 5.5, 5.6, 8, 9, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21) survive termination.

5.6 Termination assistance

For up to 90 daysafter termination of any Enterprise Order Form, GovLens will, at Customer's request and expense (at GovLens's then-current professional services rates), provide reasonable transition assistance, including read-only data export, schema documentation, and reasonable cooperation with a Customer-selected successor provider.

6. Customer Data

6.1 Ownership

As between the Parties, Customer owns all right, title, and interest in Customer Data.

6.2 Licence to GovLens

Customer grants GovLens and its sub-processors a worldwide, non-exclusive, royalty-free licence during the Subscription Term to host, process, copy, transmit, display, and create derivative works of Customer Data solely to provide and improve the Services for Customer, to enforce the Agreement, and to comply with law.

6.3 Aggregated and anonymised data

GovLens may collect and use fully anonymised and aggregatedstatistics derived from Customer's use of the Services for the purposes of operating, securing, and improving the Services and benchmarking, provided that such statistics do not identify Customer or any individual.

6.4 Data protection

Where GovLens processes personal data on behalf of Customer in providing the Services, the Data Processing Addendum applies.

7. Service Levels and Security

GovLens will provide the Services in accordance with the Service Level Agreement and the Security Addendum. In the event of conflict, the order of precedence is: Order Form → DPA → Security Addendum → SLA → MSA → Privacy Policy → Acceptable Use Policy.

8. Audit Rights

8.1 Compliance materials

On reasonable request, no more than once per year (and additionally after a confirmed Personal Data breach affecting Customer), GovLens will make available:

1. its most recent SOC 2 Type II report (when available) or equivalent third-party audit;
2. its most recent independent penetration-test summary;
3. its ISMS policies relevant to the Services.

8.2 On-site audit

Where the materials in §8.1 are insufficient, the Parties will discuss a reasonable on-site or remote audit, conducted at Customer's expense by mutually agreed independent auditors bound by confidentiality, on at least 30 days' notice and during business hours, in a manner that does not unreasonably disrupt GovLens's operations or compromise the security or confidentiality of other customers.

9. Confidentiality

9.1 Definition

"Confidential Information" means any non-public information disclosed by one Party to the other that is identified as confidential or that should reasonably be understood to be confidential, including pricing, technical information, business plans, Customer Data, GovLens Data prior to public release, and the terms of any Order Form.

9.2 Obligations

The Receiving Party will (a) use Confidential Information solely to perform its obligations and exercise its rights under the Agreement; (b) protect Confidential Information using the same care it uses to protect its own confidential information of like importance, but in no case less than reasonable care; and (c) limit access to its personnel, advisers, and contractors with a need to know who are bound by confidentiality obligations no less protective than this Section.

9.3 Exclusions

Confidential Information does not include information that (a) was lawfully known before disclosure; (b) becomes publicly available through no fault of the Receiving Party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information.

9.4 Compelled disclosure

A Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prompt notice (where lawful) and reasonable cooperation in seeking protective relief.

9.5 Survival

Confidentiality obligations survive termination for 5 years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

10. Personal Data and Privacy

The Parties' respective rights and obligations relating to personal data are set out in the Data Processing Addendum. Customer represents that it has all necessary legal bases under the GDPR and other applicable laws for the processing instructed under the Agreement.

11. Intellectual Property

11.1 GovLens IP

GovLens and its licensors retain all right, title, and interest in and to the Services, GovLens Data, Documentation, and all related intellectual-property rights. Subject to the Agreement, GovLens grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes and (where the Order Form so provides) to redistribute specified outputs to its own end users.

11.2 Public Data

Public Data remains subject to the licensing terms of its original source. Customer is responsible for complying with those terms when redistributing Public Data outside the Services.

11.3 Restrictions

Customer will not, and will not permit any Authorised User or third party to: (a) reverse-engineer, decompile, or attempt to extract source code (except to the extent expressly permitted by law); (b) use the Services to develop a competing product; (c) train machine-learning models on bulk GovLens Data without a separate written licence; (d) remove or alter proprietary notices; (e) bypass or attempt to bypass technical access controls or rate limits; (f) resell or sublicense the Services except as expressly permitted in the Order Form.

11.4 Feedback

Customer may from time to time provide suggestions or feedback. Customer grants GovLens a perpetual, irrevocable, worldwide, royalty-free licence to use feedback for any purpose without obligation.

12. Warranties

12.1 Mutual

Each Party warrants that (a) it has the corporate power and authority to enter into and perform the Agreement; and (b) execution and performance do not violate any other agreement to which it is a party.

12.2 GovLens warranties

GovLens warrants that:

1. the Services will perform materially in accordance with the Documentation and the SLA during the Subscription Term;
2. it will not materially decrease the security commitments described in the Security Addendum during the Subscription Term;
3. it will use commercially reasonable efforts to ensure the Services do not contain malicious code at the time of delivery;
4. it has and will maintain the necessary rights to grant the licences set out in this MSA.

Customer's exclusive remedy for breach of §12.2(1) is, at GovLens's election, (a) re-performance, (b) correction within a reasonable period, or (c) termination of the affected Order Form and a pro-rata refund of prepaid Fees for the unused portion of the Subscription Term.

12.3 Customer warranties

Customer warrants that (a) Customer Data will not infringe third-party rights; (b) Customer has all consents required to instruct the processing of personal data under the DPA; (c) Customer's use of the Services will comply with the AUP and applicable law.

12.4 Disclaimer

Except for the express warranties in this Section 12, and to the maximum extent permitted by law, the Services, GovLens Data, and all deliverables are provided "as is" and GovLens disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation. Nothing in the Services constitutes legal, financial, regulatory, or other professional advice.

13. Indemnification

13.1 By GovLens (IP infringement)

GovLens will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with the Agreement, infringe a third party's copyright, trademark, trade secret, or patent valid in the European Union, and will indemnify Customer for damages and costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction or agreed in settlement, subject to the conditions in §13.3.

If the Services become, or in GovLens's reasonable opinion are likely to become, the subject of an infringement claim, GovLens may, at its option and expense: (a) procure the right to continue using the Services; (b) modify the Services to be non-infringing without material loss of functionality; or (c) terminate the affected Order Form and refund prepaid Fees for the unused portion of the Subscription Term.

GovLens has no obligation under this §13.1 for claims arising from (i) Customer Data; (ii) modifications of the Services not made by GovLens; (iii) combination of the Services with materials not provided by GovLens where the claim would not have arisen but for the combination; or (iv) Customer's use after notice to discontinue.

13.2 By Customer (Customer Data, AUP)

Customer will defend GovLens against any third-party claim arising out of (a) Customer Data; (b) Customer's breach of the AUP; (c) Customer's violation of applicable law in its use of the Services; or (d) Customer's misuse of the Services, and will indemnify GovLens for damages and costs (including reasonable legal fees) finally awarded or agreed in settlement.

13.3 Procedure

The indemnified Party will (a) give prompt written notice of the claim; (b) give the indemnifying Party sole control of the defence and settlement (provided that no settlement imposing obligations on the indemnified Party may be made without its prior written consent, not unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying Party's expense.

§§13.1 and 13.2 state the Parties' sole and exclusive remedies for the claims they cover.

14. Limitation of Liability

14.1 Excluded damages

Except for the excluded claims in §14.3, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business opportunity, or anticipated savings, even if advised of the possibility.

14.2 Cap

Except for the excluded claims in §14.3, each Party's aggregate liability under the Agreement is limited to the Fees paid or payable by Customer under the applicable Order Form in the twelve (12) months immediately preceding the event giving rise to liability (or, if the event occurs in the first 12 months, the annualised contract value). This cap is cumulative and not per-incident.

14.3 Excluded claims

The exclusions and cap in §§14.1 and 14.2 do not apply to:

1. each Party's indemnification obligations under Section 13;
2. amounts owed by Customer for the Services;
3. either Party's breach of confidentiality (Section 9), but liability for breach of confidentiality is capped at 2× the cap in §14.2;
4. either Party's breach of Section 11 (Intellectual Property);
5. either Party's gross negligence, fraud, or wilful misconduct;
6. either Party's liability for death or personal injury caused by negligence;
7. any liability that cannot, by mandatory applicable law, be limited or excluded.

14.4 Essential basis

The Parties acknowledge that the limitations in this Section reflect an allocation of risk that is an essential basis of the Parties' bargain and form a fundamental basis for the pricing in the Order Form.

15. Insurance

During the Subscription Term and for one year thereafter, GovLens will maintain at its expense insurance coverage with reputable insurers of:

• Cyber liability / data-breach response: EUR 5,000,000 per claim and aggregate;
• Professional indemnity / errors and omissions: EUR 5,000,000 per claim and aggregate;
• Commercial general liability: EUR 2,000,000 per occurrence.

GovLens will provide certificates of insurance on Customer's reasonable request and at least annually. Insurance is not a substitute for performance and does not increase GovLens's liability under §14.

16. Compliance with Laws

16.1 General

Each Party will comply with all laws applicable to its performance of the Agreement, including data protection, anti-bribery (UK Bribery Act, OECD Convention), sanctions (EU, UN), and export controls.

16.2 Sanctions and export

Customer will not, and will not permit any Authorised User to, access or use the Services from, or for the benefit of any person or entity in, any country or region subject to comprehensive EU or UN sanctions, or while subject to any such sanctions itself.

16.3 Anti-bribery

Each Party represents that it has not and will not, directly or indirectly, offer, promise, give, or authorise the giving of anything of value to any government official or other person in violation of applicable anti-bribery law.

17. Force Majeure

Neither Party will be liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, government action, internet or power outages, or third-party service failures, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate. If a force-majeure event prevents performance for more than 60 consecutive days, the unaffected Party may terminate the affected Order Form on written notice without liability.

18. Personnel and Non-Solicitation

18.1 Personnel

GovLens is responsible for the acts and omissions of its personnel and sub-processors as if they were its own.

18.2 Non-solicitation

During the Subscription Term and for 12 monthsthereafter, neither Party will, without the other's written consent, solicit for employment any of the other Party's employees materially involved in the performance of the Agreement. This does not restrict (a) general advertising not specifically targeted at such employees, or (b) hiring an employee who responds to such general advertising or who initiates contact independently.

19. Publicity

GovLens may identify Customer as a customer and use Customer's name and logo on its website, in customer lists, and in pitch materials, in accordance with Customer's brand guidelines if provided. Customer may withdraw this permission on 30 days' notice. Press releases and case studies require Customer's prior written consent.

20. Notices

Notices under the Agreement must be in writing and given by (a) hand delivery, (b) reputable courier with tracking, or (c) email to the addresses set out in the Order Form, with email considered received on confirmation of delivery (auto-reply or read receipt). Notices to GovLens must additionally be sent to legal@trelvio.eu.

21. General

21.1 Governing law

The Agreement is governed by the laws of the Republic of Estonia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

21.2 Jurisdiction

The courts of Tallinn, Estonia (Harju Maakohus) have exclusive jurisdiction, except that either Party may seek injunctive or equivalent relief in any court of competent jurisdiction to protect Confidential Information or intellectual-property rights.

21.3 Assignment

Neither Party may assign without the other's prior written consent (not to be unreasonably withheld), except that either Party may assign without consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, provided the assignee assumes all obligations.

21.4 Subcontractors

GovLens may use subcontractors and sub-processors, provided GovLens remains responsible for their performance and binds them to obligations no less protective than those in the Agreement.

21.5 Entire agreement

The Agreement is the entire agreement of the Parties on its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations on that subject matter. No purchase-order or other vendor-portal terms unilaterally submitted by Customer will form part of the Agreement.

21.6 Amendments

The Agreement may be amended only by a written instrument signed by both Parties. GovLens may update the SLA, Security Addendum, AUP, and DPA from time to time provided that no such update materially diminishes Customer's rights or GovLens's obligations during the Subscription Term.

21.7 Severability

If any provision is held unenforceable, the remaining provisions remain in effect, and the Parties will negotiate in good faith a replacement provision reflecting the original intent.

21.8 Waiver

A Party's failure or delay in enforcing any provision is not a waiver of its rights.

21.9 Independent contractors

The Parties are independent contractors. The Agreement does not create any partnership, joint venture, agency, or employment relationship.

21.10 Counterparts and electronic signatures

The Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

21.11 Order of precedence

In the event of conflict, the order of precedence is: (1) the Order Form (for Order-Form-specific terms only); (2) DPA; (3) Security Addendum; (4) SLA; (5) MSA; (6) Privacy Policy; (7) Acceptable Use Policy.

For execution by an authorised representative of each Party. Trelvio Technology OÜ enterprise contact: enterprise@trelvio.eu.

See also: SLA · Security Addendum · DPA · AUP · Privacy · Standard Terms