Caseware Legal

CASEWARE API USAGE POLICY

Last Updated: 13 May 2026

1. Introduction

Caseware provides application programming interfaces ("APIs") as part of certain Products and Services (collectively, the "Caseware Offerings"as defined in the MPSA) that enable customers to integrate and automate certain functionality within the Caseware environment. This API Usage Policy explains permitted and prohibited uses of the APIs to help protect security, platform stability, brand integrity, and clear role alignment.

This policy supplements the Caseware Master Product and Services Agreement ("MPSA") and any applicable order forms. If there is any conflict between this policy and the MPSA, the MPSA controls.

2. Scope

This policy applies to all access to and use of Caseware APIs by Customer and its Permitted Users, including any API documentation portals, SDK environments, developer portals, preview or beta programs, and any credentials, keys, secrets, or tokens used to access the APIs.

3. Permitted Use (Customer-Led Integrations)

Customers may use the APIs to extend and enhance their Caseware environment for the customer's internal business purposes, subject to the MPSA, this policy, and applicable security requirements.

Customers may engage third-party developers to build integrations using customer-issued API credentials, provided that: (a) the work is performed solely on the customer's behalf and for the customer's internal business purposes; and (b) the customer remains responsible for all access granted and all activity conducted using the customer's API credentials.

4. Credentials, Security, and Customer Responsibility

API credentials are issued to customers and remain the customer's responsibility. Customers must protect credentials from unauthorized use and must not share or permit use of API credentials outside the customer's authorized environment (i.e., systems and administrators under the customer's control). Customers must promptly notify Caseware if API credentials are lost, stolen, or compromised.

API credentials must not be used to provide services to other organizations or to support any multi-tenant deployment, unless Caseware expressly authorizes otherwise in writing. This restriction is consistent with the MPSA prohibition on selling, reselling, or sublicensing the Caseware Offerings without authorization.

Customers are responsible for ensuring appropriate handling of customer data used in any integration, including by any third-party developer acting on the customer's behalf. This includes compliance with applicable data protection laws and regulations, and any cross-border or cross-jurisdiction data transfer requirements.

5. Platform Stability, Rate Limits, and Monitoring

API usage is subject to Caseware's standard security controls, monitoring practices, and rate limits. Caseware may throttle, suspend, or restrict API access where necessary to protect platform integrity for all customers.

Customers and integrators must implement responsible technical practices, including: respecting rate-limit responses, avoiding unbounded retries, and using session/token lifetimes appropriately. Rate limit configurations may change and should not be hard-coded. Caseware does not guarantee backward compatibility across API versions.

6. Third Parties Are Not Caseware Agents; Support Limitations

Third parties engaged by a customer act solely as the customer's service providers and are not Caseware agents, subcontractors, or representatives.

Caseware does not provide support or warranty for third-party-developed code or non-certified integrations beyond the support services described in the MPSA and applicable Schedules. Support responsibilities for third-party integrations remain between the customer and the third party, unless Caseware has formally certified or approved the integration in writing.

7. Commercialization, Broad Promotion, and Partner Intake

If a third party intends to commercialize, broadly promote, or offer an integration to multiple firms or other organizations (i.e., acting as an ecosystem partner rather than solely as the customer's service provider), Caseware requires completion of a formal partner review and written approval prior to any commercialization or broad promotion.

Third parties that have not completed the applicable Caseware partner intake and evaluation process will not receive dedicated partner resources (such as partner-specific documentation, sandbox environments, or other partner materials), unless Caseware decides otherwise in writing.

8. Public Communications and Brand Use

Third parties may not use Caseware logos or imply partnership, certification, endorsement, exclusivity, or alignment without prior written authorization from Caseware.

Any public references to Caseware must be limited to accurate, descriptive statements and must not imply endorsement. Additional restrictions may apply for "core" use cases, including AI-native or agentic AI scenarios, as communicated by Caseware in applicable program terms or written approvals.

9. DataUse; No Unauthorized Retention or AI/ML Training

Customer and third party are responsible for ensuring appropriate handling of customer data used in the integration, consistent with Customer's obligations under the MPSA regarding customer data and privacy.

Caseware-derived data must not be retained, reused, or used to train AI/ML models except as authorized by the customer and permitted by applicable agreements and law. For clarity: aggregated, anonymized usage data or technical metadata (such as API call volumes, error rates, or performance metrics) may be used by Caseware for platform improvement and analytics purposes, consistent with the MPSA.

10. Prohibited Uses

In addition to the restrictions set forth in the MPSA, you must not use the APIs to: (a) engage in unlawful activity; (b) perform scraping for commercial purposes, redistribute data inappropriately, or place undue stress on the services; (c) bypass security controls, rate limits, monitoring, or audit logging; (d) conduct stress testing, vulnerability probing, or similar disruptive testing without Caseware's prior written consent; or (e) use customer-issued API credentials to provide services to other organizations or in a multi-tenant model without authorization.

11. Preview / Beta Programs (If Applicable)

Certain APIs may be offered under preview or beta program terms as Beta Services (as defined in the MPSA). Such APIs may be subject to additional notices, restrictions, or separate program terms, and may be modified, throttled, suspended, or discontinued at any time. All APIs, including generally availableAPIs, may be versioned, modified, deprecated, or discontinued by Caseware upon reasonable notice in accordance with the MPSA, except as otherwise specified in an applicable Order Form.

12. Enforcement

Caseware may investigate suspected violations and may throttle, suspend, or terminateAPI access in accordance with Sections 11.2 and 11.3 of the MPSA where necessary to protect security, stability, or integrity of the platform, including for any breach of this policy or the MPSA. Caseware reserves the right to audit API usage in accordance with Section 2.6 of the MPSA to verify compliance with this policy and applicable agreements.

13. Updates to This Policy

Caseware may update this policy from time to time by posting the revised version on our website. Material changes will be communicated to Customer in accordance with the notice provisions of the MPSA. Continued use of the APIs after such notice constitutes acceptance of the revised policy.

14. Questions

For questions about acceptable API usage or third-party integrations, contact: legal@caseware.com.

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CASEWARE AI USE POLICY

Last Updated: 13 May 2026

INTRODUCTION

Caseware uses artificial intelligence (AI) and machine learning technologies to enhance our products and services. This AI Use Policy provides transparency about how we use AI in the Caseware Offerings.

This policy supplements our Master Product and Services Agreement ("MPSA"), available at https://www.caseware.com/nl/master-product-service-agreement/. In the event of any conflict between this policy and the MPSA, the terms of the MPSA will control.

HOW WE USE YOUR DATA WITH AI

Our use of data in connection with AI features is governed by the MPSA. In plain language:

Your Content (Customer Data & Subscriber Data)

We use your content, such as the documents, files, and information you upload or create, only to provide the AI features you've requested. We do not use your content to train AI models that benefit other customers.

Technical Usage Information (Customer Metadata)

We collect technical information about how you use our products, such as which features you access, usage patterns, and performance metrics. This technical information does not include the substance of your work. We use this information to improve our products and to develop and train AI models.

Anonymized Information (Aggregated Data)

We create anonymized, aggregated data that cannot identify you or your organization. We use this aggregated data to develop, train, and improve AI models, optimize our products and services, and conduct research and analytics.

The terms above use simplified descriptions for clarity. For precise legal definitions, complete details about data ownership, licenses, and usage rights, please see the MPSA. In case of any conflict, the MPSA definitions control.

AI MODELS AND PROVIDERS

Caseware uses a combination of proprietary AI models and third-party AI technologies to deliver AI features. When we use third-party AI providers:

·      We select providers with appropriate security and privacy practices

·      We enter into data protection agreements with these providers

·      We limit data sharing to what is necessary to provide the requested features

Information about our service providers and data security practices is available at https://trust.caseware.com.

SECURITY A ND PRIVACY

AI processing is subject to the same security and privacy protections as all Caseware Offerings, including:

·      Encryption of data in transit and at rest

·      Access controls and authentication mechanisms

·      Regular security monitoring and assessments

·      Compliance with applicable data protection laws

For detailed information about our security practices, please visit https://trust.caseware.com.

For information about personal data processing, please see our Data ProcessingAgreement at https://www.caseware.com/dpa/.

AI LIMITATIONS AND YOUR RESPONSIBILITIES

AI technologies have limitations. AI-generated outputs may contain errors,inaccuracies, or "hallucinations" (plausible-sounding but incorrectinformation). AI models may also reflect biases present in their training data.

You are responsible for:

·      Reviewing and verifying allAI-generated outputs before use

·      Exercising professional judgment in all decisions and advice

·      Ensuring compliance with applicable laws and professional standards

·      Not relying solely on AI outputs for critical decisions

AI features are tools to assist you, not replacements for your professional expertise. You remain solely responsible for all work product, decisions, and advice you provide.

As stated in the MPSA, AI features and outputs are provided "as is" without warranties regarding accuracy, completeness, or fitness for a particular purpose.

OWNERSHIP OF AI OUTPUTS

Content generated by AI features using your data ("Customer Outputs") is owned by you, subject to the terms of the MPSA. During the term of your agreement, Caseware has a limited license to use Customer Outputs to provide services to you.  Caseware does not use Customer Outputs to train or improve AI models. We do use Customer Metadata (technical usage information) and Aggregated Data to develop and improve our AI models, as described above.

UPDATES TO THIS POLICY

We may update this AI Use Policy from time to time to reflect new features, technologies, or practices. When we make material changes, we will post the updated policy on our website.  Your continued use of AI features after updates constitutes acceptance of the revised policy.

QUESTIONS?

For questions about this AI Use Policy or our use of AI technologies:

Visit our Trust Center: https://trust.caseware.com

Email us: privacy@caseware.com

Review the MPSA: https://www.caseware.com/nl/master-product-service-agreement/

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Introduction

In accordance with the Ontarians with Disability Act (ODA, 2001) and the Accessibility for Ontarians with Disability Act (AODA, 2005), Caseware International Inc., and its related companies (hereinafter collectively referred to as “Caseware”) has developed a policy to ensure that persons with disabilities have equal access to our services in a way that respects their dignity and independence.

The following policies, procedures and practices are guided by the fundamental principles underlying the Customer Service Standard (CSS) (Regulation 429/07), and we are committed to ensuring that the Policy is carefully observed by all employees and any third party that provides goods and services on our behalf.

Mission Statement

Caseware International Inc. is committed to providing accessible service to personas with disabilities, and will make reasonable efforts to ensure that this Policy and related policies and procedures are consistent with the following principles as prescribed in the Customer Services Standard (CSS):

(a) We will provide goods or services in a manner that respects the dignity and independence of persons with disabilities.

• We will provide integrated services to persons with disabilities wherever possible and will provide alternate measures where necessary, whether temporarily or on a permanent basis, to enable a person with a disability to obtain, use or benefit from the goods or services.
• We will provide equal opportunity to persons with disabilities to obtain, use and benefit from the goods or services.

Providing Goods and Services to People with Disabilities

1.   Communication

When communicating with persons with disability, Caseware will take into account the particular individual’s needs and circumstances. Caseware employees, agents and thirds parties who communicate with customers will be trained on how to interact and communicate with people with various types of disabilities in order to ensure that Caseware provides responsive and effective communication. All communication shall be provided in a manner that respects the dignity and independence of persons with disabilities.

2.   Assistive Devices

Persons with disabilities shall be permitted to obtain, use or benefit from goods and services through the use of their own assistive devices. We will ensure that our employees are trained and familiar with various assistive devices that may be used by persons with disabilities while accessing our good or services.

In the event that a person with a disability is hindered from accessing any goods or services offered, Caseware will use its best efforts to accommodate the person by offering the use of another assistive device that is available or attempt to deliver the same service in another way.

3.   Telephone Services

Caseware is committed to providing fully accessible telephone service to our members. We will train employees to communicate over the telephone in clear and plain language and to speak clearly and slowly. If telephone communication provides a barrier to a person with a disability, we will be available to communicate in writing, by e-mail, by fax or by other electronic means.

4.   Billing

We are committed to providing accessible invoices to all of our customers and will make every effort to provide alternative formats of invoices in a timely manner upon request.

Use of Services Animals and Support Persons

1.   Service Animals

Caseware is committed to welcoming persons with disabilities who are accompanied by a service animal on the parts of our premises that are open to the public. If a service animal is excluded by law, we will suggest appropriate alternatives and provide assistance in order to ensure that the person is able to access, obtain, use or benefit from Caseware’s services where possible.

Caseware will train employees on how to interact with customers who are accompanied by service animals.

2.   Support Persons

Any person with a disability who is accompanied by a Support Person will be allowed to access any services provided by Caseware with his or her Support Person. We will not prevent a person with a disability who is accompanied by a Support Person from having access to his or her Support Person.

Where there are barriers to access or attendance by a Support Person, Caseware will seek to facilitate access to ensure the participation of persons with disabilities.

Notice of Temporary Disruptions

Although Caseware is aware that that the operation of its services and facilities is important to its customers and that persons with disabilities rely on certain services and facilities provided by Caseware, temporary disruptions in services and facilities may occur from time to time.

Caseware will provide notice when there is a temporary disruption in those services or facilities that persons with disabilities may rely on. This notice will include information about the reason for the disruption, its anticipated duration, and, if applicable, a description of alternative facilities or services that may be available. Notice of service disruptions will be provided as soon as reasonably practicable after Caseware is made aware of the disruption, or in advance in the case of planned disruptions.

Notice will be provided by a variety of methods, depending on the circumstances, and may include postings in conspicuous places at the office, in other facilities of the building (i.e. the lobby), on our website or by any other means that will reasonably ensure that the notice reaches those persons potentially affected by the temporary disruption in a manner that is accessible to them.

Training of Staff

Caseware will ensure that all employees, agents and third parties who interact with customers on its behalf receive AODA Customer Service Standard Training. Further, training shall be provided on an ongoing basis whenever changes are made to this Policy to ensure that this Policy is properly implemented at all times.

Training will include the following:

• An overview of the purposes of the Accessibility for Ontarians with Disabilities Act, 2005 and the requirements of the Customer Service Standard;
• Training on how to interact and communicate with people with various types of disabilities;
• Training on how to interact with people with disabilities who use an assistive device or require the assistance of a service animal or a support person;
• Training on how to use equipment or assistive devices available at the office or otherwise provided by Caseware that may help with the provision of goods or services to a person with disability;
• Training on what to do if a person with a disability is having difficulty in accessing Caseware’s goods and services; and
• Training on Caseware’s current policies, practices and procedures relating to the Customer Service Standard.

Caseware will keep records of the training provided, including the dates on which training was received and the names and number of participants.

Feedback Process

Customers who wish to provide feedback on the way Caseware provides goods and services to people with disabilities in a manner they deem most convenient to them. For example, a person may provide feedback, by completing a Customer Feedback Form, or by contacting the AODA Compliance Officer in person, by mail, phone, email or by diskette.

The author of the feedback will be provided a response in the format requested (or the most appropriate format where no request was made) outlining actions taken. Caseware shall make best efforts to respond to feedback within five (5) business days. Complaints will be addressed according to our organization’s regular complaint management procedures.

Any Enquiries related to this policy and any feedback should be directed to Caseware’s AODA Compliance Officer:

Email:
legalreview@caseware.com

Address:
Caseware International Inc.

351 King St E Suite 1100,

Toronto, ON

M5A 2W4

Multi-Year Accessibility Plan

This 2014-21 accessibility plan outlines the policies and actions that Caseware International Inc. will put in place to improve opportunities for people with disabilities.

Statement of Commitment

We at Caseware are committed to making our offices and services accessible. We want to create an environment that promotes inclusion and accessibility.

Our goal is to communicate effectively with persons with disabilities in a manner that takes into account circumstances, special needs; including the use of assistive devices. We are working toward ensuring that our policies, practices and procedures are consistent with the core principles of dignity, respect and independence.

Caseware encourages a workplace in which all employees can reach their full potential. We are committed to reaching through barriers to attract the brightest, most innovative and dedicated people to join our family.

This is an ongoing process, and we welcome your comments and suggestions regarding the accessibility of our services.

Accessible Emergency Information

Caseware International Inc. is committed to providing the customers and clients with publicly available emergency information in an accessible way upon request. We will also provide employees with disabilities with individualized emergency response information when necessary.

Training

Caseware International Inc. will provide training to employees, volunteers and other staff members on Ontario’s accessibility laws and on the Human Rights Code as it relates to people with disabilities. Training will be provided in a way that best suits the duties of employees, volunteers and other staff members. Please refer to our policy on the Customer Service Standard (CSS Policy).

Caseware International Inc. will take the following steps to ensure employees are provided with the training needed to meet Ontario’s accessible laws by January 1, 2015:

At present, every employee identified in the “Training of Staff” section outlined in our CSS policy has complied with training.

Any future hires in these departments will be required to complete AODA training.

Information and communications

Caseware International Inc. is committed to meeting the communication needs of people with disabilities. We will take the following steps to make all new websites and content conform with WCAG 2.0, Level A by January 1, 2014:

We will work with our marketing team to have any new content comply with WCAG 2.0 requirements

Existing web content will undergo conformity. We will aim to have our website comply with WCAG 2.0 level AA by Jan 1, 2021.

Caseware International Inc. will take the following steps to ensure existing feedback processes are accessible to people with disabilities upon request by January 1, 2015:

We have updated our CSS Policy (below) to include multiple methods to provide feedback (telephone, fax, email, mail and drop in)

Caseware International Inc. will take the following steps to make sure all publicly available information is made accessible upon request by January 1, 2016:

We will work with our documentation team to ensure information can be provided in alternative formats.

Requests can be sent to the compliance officer listed in our CSS Policy.

Employment

Caseware International Inc. is committed to fair and accessible employment practices.

We will take the following steps to notify the public and staff that, when requested, we will accommodate people with disabilities during the recruitment and assessment processes and when people are hired:

Providing accommodation so long as it does not create an undue financial hardship

Caseware’s Accommodation Policy

The purpose of the Accommodation Policy is to ensure that we provide accommodation to employees, clients and potential applicants in accordance with the Ontario Human Rights Code. By providing accommodation, we are helping to create an inclusive environment.

Anyone requiring accommodation may direct their requests to the People & Culture department by emailing legalreview@caseware.com or calling 416-867-9504 ext 1294. Written requests are also welcomed. Anyone requesting accommodation will be required to identify their needs and to provide information about capabilities and restrictions in order to validate requests for accommodation.

People & Culture will assess all requests on a case by case basis and will explore options for accommodation. All accommodation-related information will be kept confidential except where disclosure is necessary.

If you have identified an accessibility barrier, we want to know. Please contact us below.

In the event of a service disruption, we will notify the public of the service disruption and alternatives available. Please also refer to our CSS Policy.

For more information

For more information on this accessibility plan or to request an alternative format, please contact:

Email:
legalreview@caseware.com

Address:
Caseware International Inc.

351 King St E Suite 1100,

Toronto, ON

M5A 2W4

Modification to the Policy and Related Policies

Caseware is committed to developing customer service policies that respect and promote the dignity and independence of people with disabilities. All of Caseware’s policies and procedures will be developed or updated in such a manner as to respect and promote the dignity and independence of persons with disabilities.

1. Purpose and Scope

This Code of Conduct (“Code”) is a summary, and it supports policies, including those on Environmental, Social and Governance (ESG), modern slavery, privacy, supplier standards, and information security. It is intended to provide an accessible overview of the ethical standards, legal responsibilities, and behavioural expectations that guide how everyone associated with Caseware International Inc. (“Caseware”), including employees, contractors, suppliers, partners and representatives, should act in support of our values: Integrity, Mutual Respect, Accountability, and Excellence.

This Code does not replace the full Code of Conduct or the referenced policies. All employees are expected to comply with the full Code, related internal policies, and applicable laws.

The intention is to protect Caseware’s reputation and foster a culture of trust, fairness, and compliance. Caseware provides ongoing training on these principles, and all employees certify annually that they have read, understood, and will comply with the full Code and related policies.

We expect third parties acting on Caseware’s behalf, including suppliers, partners, and representatives, to uphold standards of conduct consistent with this Code. For more detailed guidance on supplier expectations, see Caseware’s Supplier Code of Conduct.

2. Core Principles

2.1. Integrity and Ethical Business

Caseware is committed to conducting business with honesty, fairness and transparency. All business decisions and interactions should uphold the highest ethical standards. This includes:

·      Gifts and Hospitality: Employees and representatives must not offer, give, or receive improper gifts or hospitality, including facilitation of payments.

·      Accurate Books and Records: All records, invoices, and reports must be complete, accurate, and free from misrepresentation.

2.2. Compliance with Laws

Employees and representatives must comply with all applicable laws, regulations and internal policies, including those governing anti-corruption, privacy and human rights.

2.3. Respect and Diversity

Caseware values diversity and inclusion. Discrimination, harassment, or bias in hiring or workplace conduct on grounds such as race, gender, sexual orientation, identity, age, disability, creed, or family status is prohibited. Caseware values human rights; forced labour, child labour, and any violation of internationally recognized human rights standards will not be tolerated.

2.4. Confidentiality and Information Protection

Protecting confidential and personal information is a fundamental responsibility. All client, partner and employee data must be handled in accordance with Caseware’s Privacy Statement, applicable contractual obligations, and consistent with applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and the General Data Protection Regulation (GDPR).

2.5. Environmental Responsibility

Casware strives to minimize its environmental impact and promote sustainability, in line with ESG standards. Employees and representatives should act responsibly in using resources and managing environmental risks.

3. Workplace Conduct

3.1 Anti-Corruption and Business Ethics

Caseware maintains a zero-tolerance policy towards corruption bribery, and improper business practices. Offering, giving, soliciting, or accepting anything of value in exchange for improper advantage is prohibited, whether direct or indirect, by employees or anyone acting on Caseware’s behalf.

3.2. Safety and Respect

All employees are expected to contribute to a work environment free from harassment, bullying, unsafe conduct, or other demeaning behaviour. Mutual respect and professionalism must guide all interactions.

3.3. Conflict of Interest

Employees must avoid conflicts, actual or perceived, between personal interests and the interests of Caseware. Where potential conflicts arise, they should be disclosed promptly to management or compliance officers.

3.4. Third Parties & Representatives

We encourage third parties acting on our behalf to upload standards of conduct consistent with this Code and our Supplier Code of Conduct.

4. Use of Caseware Assets & Systems

Caseware resources, including software, computer systems, networks and intellectual property, must be used responsibly, only for legitimate business purposes, and in accordance with security policies. Misuse, theft or unauthorized access is prohibited.

5. Reporting, Accountability and Non-Retaliation

Caseware encourages speaking up if someone observes behaviour that appears unethical, illegal or non-compliant with this Code. Individuals raising concerns in good faith will be protected against retaliation. A detailed reporting mechanism and protection policy are included in internal governance documents.

6. Enforcement

Violations of this Code may lead to disciplinary action, up to and including termination, and when appropriate, referral to legal authorities. Caseware reserves the right to investigate potential breaches and take corrective measures.

Caseware Data Processing Agreement

Version: 3.0

Last Updated: Nov 2024

1. Introduction & Scope

This Data Processing Agreement ("DPA") is incorporated by reference into the Master Product and Services Agreement ("MPSA") entered into by Caseware International Inc., and/or Caseware Cloud Ltd. (collectively "Caseware" or the "Processor") and the customer identified therein (the "Customer" or "Controller").

As the Processor may have access to Personal Data in providing Services (defined below), the Customer (as the Controller) and Caseware (as the Processor) require a contractual agreement concerning the collection, processing and use of personal data accessed by the Processor to ensure the personal data receives protection equivalent to that afforded by the Controller. This DPA governs the duration of the processing, the nature and purpose of the processing, the type of Personal Data being processed, the categories of Data Subjects and the rights and obligations of the Controller and of the Processor.

Customer and Caseware are separately referred to as "Party" and collectively as "Parties".

2. Definitions

Capitalized terms not defined in this DPA shall have the meaning given to them in the MPSA.

• "CPRA" means the California Privacy Rights Act, Cal. Civ. Code §§ 1798.100 et seq.
• "Customer Information" means business contact information (such as name, work email address, work phone number) relating to Customer's personnel provided by Customer to Caseware for purposes of accessing Caseware's software and/or database.
• "Data Protection Laws" shall mean all data protection and privacy laws applicable to the processing of Personal Data according to the territorial origin of the Personal Data.
• "Data Subject" shall mean an identified or identifiable natural person related to the Personal Data. Data Subject shall be equivalent to "Consumer" (as defined pursuant to the California Privacy Rights Act ("CPRA").
• "Personal Data" or "personal data" shall mean, for the purposes of this DPA, any information relating to an identified or identifiable natural person, and shall also mean all "Personal Information" as defined in the CPRA, but excludes Customer Information.
• "Privacy Statement" means the privacy statement adhered to by Caseware in provision of all Caseware Offerings, as published and updated from time to time on https://www.caseware.com/.
• "Restricted Transfer" shall mean (i) a transfer of Personal Data from Customer to Caseware; or (ii) an onward transfer of Personal Data from Caseware to a Sub-Processor, or iii) an onward transfer between two establishments of Caseware or a Sub-Processor; in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws), authorisation mechanisms will be applied as required by applicable Data Protection Laws.
• "Services" shall mean services offered by Caseware with respect to software provided by Caseware as a service (as defined in the MPSA), or software licensed to the public, and shall include any software support services provided by Caseware or its Affiliates.
• "Standard Contractual Clauses" shall mean the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council approved by decision of the European Commission on June 4, 2021.
• "Sub-Processor" shall mean any person or entity appointed by or on behalf of Caseware to process Personal Data on behalf of Caseware in connection with the Services and shall include any Sub Processor rightfully appointed by a Sub-Processor (a Sub-Sub-Processor) to process Personal Data on behalf of Caseware in connection with the Services but shall not include any individual employee of Caseware or a Sub-Processor.

3. Details of the Processing

Caseware will collect, use, and disclose Personal Data in accordance with the Privacy Statement.

4. Type of Data

The following types/categories of data that may be collected, processed and/or used by Caseware include:

• Personal Data (e.g., last name, first name, address and date of birth);
• Communication data (e.g., telephone number, fax, email);
• Contract data (e.g., billing and payment details);
• IT usage data (e.g., user ID, passwords and roles);
• Bank data (e.g., bank account details and credit card number); and/or
• Any other category set out in the Privacy Statement.

5. Data Subjects

Data Subjects which may be affected by using their Personal Data include:

• The Customer's clients/service recipients;
• The Customer's employees or contractors; and/or;
• The Customer's suppliers/service providers.

6. Place of Data Processing

Caseware uses third party data hosting providers such as Amazon Web Services (AWS) to host the Services and to act as Sub-Processors on servers located throughout the world. At present, Caseware uses servers in Australia, Canada, Ireland and the United States.

At the time of subscribing to Caseware Services, Customer will be advised as to the geographic server that will host Personal Data and will be given an opportunity to consent thereto prior to Personal Data of Customer being stored with any such data hosting provider.

Caseware will reasonably attempt to allocate a server in a geographically proximate location to the Customer so as to avoid cross-border transfer of the Personal Data. Where that is not possible, legally required authorisation mechanisms will be applied with the consent of the Customer, including for the provision of technical support and maintenance services requested by the Customer.

7. Instructions

Caseware shall process Personal Data for the purposes of: (i) processing as required by Customers in their use of the Services; (ii) processing in accordance with the MPSA, this DPA and any other agreements between the Parties, (iii) processing to comply with other reasonable instructions provided by Customer where such instructions are consistent with the terms of the MPSA, applicable laws and DPA. Caseware will inform Customer if, in Caseware's opinion, the Customer's instructions or requests are contrary to Data Protection Laws, with reasons therefore by email.

8. Confidentiality Commitment by Caseware

Caseware will ensure (a) the reliability of all individuals who could potentially access the Personal Data through background checks; (b) that all such individuals are subject to confidentiality undertakings at least as restrictive as those set forth in the MPSA and will treat the Personal Data as Confidential Information; and (c) that all such individuals have undergone training in the care, protection, and handling of Personal Data.

9. Technical & Organizational Measures

Caseware shall implement the necessary technical and organizational measures ("TOMs") to ensure a level of security appropriate to the risk. These may include, as appropriate:

• the pseudonymization and encryption of Personal Data;
• availability and resilience of processing systems and services;
• the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; and
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing and maintaining these measures for the duration of the contract.

Caseware will implement appropriate technical and organisational measures to protect Customer's Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. When implementing and updating such technical and organisational measures ensuring a level of security appropriate to the risk, Caseware will have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Without limiting the generality of the foregoing, Caseware has carried out the technical and organizational measures ("TOMs") specified in Attachment 1 to this DPA.

Caseware engages approved Sub-Processors to provide parts of the Services. The TOMs therefore depend partially on these Sub-Processors, as also described in Attachment 1, provided that Caseware remains responsible for its compliance with the TOMS regardless of its reliance on Sub-Processors. Caseware may decide on commercially reasonable improvements of the TOMs and provide the Customer on request with an updated Attachment 1.

10. Global Privacy Officer

Caseware has appointed its Sr. Director of Legal as Caseware's Global Chief Privacy Officer.

11. Sub-Processors

Customer acknowledges and agrees that Caseware may engage Sub-Processors in the provision of Services, subject to the terms and conditions of this DPA, and that (i) a Caseware Affiliate may be retained as a Sub-Processor; and (ii) Caseware or a Caseware Affiliate may engage third-party Sub-Processors.

Where Caseware engages a Sub-Processor in the provision of Services, a data processing agreement will be entered into with the Sub-Processor. A list of Caseware's current Sub-Processors is available in Attachment 2.

Caseware will provide an updated list of Sub-Processors at least ten (10) business days before it is amended. Within ten (10) business days of an update to the list of Sub-Processors, Customer shall inform Caseware, in writing, of any objections to any appointment of a Sub-processor when Customer reasonably believes that such Sub-processor is not compliant with applicable Data Protection Laws, or such processing may present a risk to their Customer Information or Personal Data. In the event the Customer reasonably objects to a Sub-processor as described above, the Parties will endeavor to resolve the matter without undue delay. Caseware will use reasonable efforts to make available to Customer a change in Services to avoid processing of Customer Information or Personal Data by the objected-to Sub-Processor without unreasonably burdening Customer. CasewareCasewareCaseware If Customer objects to a new Sub Processor, even though the new Sub processor is necessary for Caseware and the Services, then Customer may terminate any subscription for the affected Caseware Services without penalty by providing, before the end of the notice period, written notice of termination.

If use of a Sub-Processor involves a Restricted Transfer, Caseware shall ensure that the authorisation required under applicable law are at all relevant times incorporated into an agreement between Caseware and the Sub-Processor; and between the Sub-Processor and any Sub-Sub-Processor.

12. Data Subject Requests

Caseware shall reasonably support the Customer in the case of a data subject access, rectification or erasure requests, insofar as Customer cannot fulfill such a request on its own, to the extent legally permitted and technically possible. Customers shall pay Caseware costs for such support, to the extent legally permitted.

If a data subject request is received by Caseware that relates to Personal Data transferred by the Customer, Caseware will refer the request to the Customer. Caseware will not respond to such a request but shall instead support Customer as provided in this Section.

13. Data Breach Notification

Caseware shall inform Customer without undue delay, and no later than 72 hours, after becoming aware of a breach of the Personal Data (meaning a breach of security leading to destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed), including a breach at a Sub-Processor, and shall provide the necessary information to allow Customer to inform authorities and data subjects. Caseware shall take reasonable efforts to remediate the cause of such data breach and mitigate (potential) damage resulting from the breach.

The notification to Customer will include at least a) the nature of the breach, b) the impacted data categories, c) the identified and potential consequences of the breach and d) the measures Caseware takes to mitigate the consequences of the breach. At the request of Customer, Caseware shall assist Customer in notifying the breach to a supervisory authority and/or the data subjects concerned .

14. Data Protection Impact Assessment (DPIA)

Upon request by Customer, Caseware shall provide reasonable assistance to Customer in conducting a DPIA, solely in relation to Caseware's processing of Customer's Personal Data and taking into account the nature of the processing and information available to Caseware and Sub-Processors. Customers shall pay Caseware costs for such support, to the extent legally permitted.

15. Deletion or Returning Personal Data

Caseware shall, at the choice of Customer, irretrievably delete or return all Personal Data within 120 calendar days of termination or expiry of the MPSA with Customer, unless storage of the data is required by law.

16. Information & Audit Rights

Customers may obtain information on existing Caseware security certifications at https://www.caseware.com/security-certifications/. Upon Customer's request, Caseware shall make available to Customer, or a third-party auditor instructed by Customer, once a year, information regarding Caseware's compliance with this DPA and Data Processing Law, including onsite audits. Any audit may include Caseware submitting its data processing facilities, data files and documentation needed for processing Personal Data (and/or those of its agents, affiliates and Sub-Processors) to reviewing, auditing and/or certifying by Customer (or any independent or impartial inspection agents or auditors selected by Customer and not reasonably objected to by Caseware), with reasonable notice and during regular business hours. Before any information or audit is provided, the Parties shall mutually agree on the scope, timing, and duration of such audit.

17. Restricted Transfers

Any transfer of Personal Data from the EU, Switzerland, the UK or the EEA to a country outside such areas that does not ensure an adequate level of protection as determined by decision of the EU Commission, or UK or Swiss regulatory authorities, will be subject to the applicable Standard Contractual Clauses (or applicable equivalent promulgated by the UK or Swiss regulatory authorities), at Attachment 3 and any transfer of Personal Data from the UK or Switzerland to a country that does not ensure an adequate level of protection as determined by decision of the EU, UK, or Swiss regulatory authorities , will be subject to the applicable equivalent to the SCCs used at the time, including the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, at Attachment 4.

Customers transferring Personal Data from the EU, Switzerland, the EEA or the UK to Caseware will be considered a "Data Exporter", and Caseware will be considered a "Data Importer" (both terms as defined in the Standard Contractual Clauses). Customer (as "data exporter") and Caseware (as "data importer") hereby enter into the Standard Contractual Clauses or the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, as applicable, in respect of any Restricted Transfer from Customer to Caseware.

The Standard Contractual Clauses or the equivalent Swiss or UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, as applicable, shall come into effect upon execution of the MPSA.

18. California Specific Provisions

To the extent that Caseware processes any Personal Data relating to individuals who are California residents, Caseware shall comply with the requirements of the CPRA, including any amendments and implementing regulations that become effective on or after the effective date of this DPA, and shall provide the same level of privacy protection as is required by the CPRA. Capitalized terms used but not defined in this Section 18 shall have the same meaning as in the CPRA. For the purposes of the CPRA, the parties agree that Caseware is a "Service Provider" in the performance of its obligations, and that Customer is a "Business," and that the transfer of Personal Data to Caseware shall not be considered a "Sale" or "Sharing." To the extent required by the CPRA, Caseware shall (a) grant Customer the right to take reasonable and appropriate steps to help ensure that Caseware uses Personal Data in a manner consistent with Customer's obligations under the CPRA; (b) notify Customer if Caseware determines that it can no longer meet its obligations under the CPRA; and (c) grant Customer the right, upon reasonable notice, to take reasonable and appropriate steps to stop and remediate any unauthorised use of Personal Data. To the extent required by the CPRA, Customer shall inform Caseware of any consumer requests made pursuant to the CPRA that they must comply with, and shall provide all information necessary for Caseware to comply with such request.

Caseware shall Process Personal Data only for the "Business Purposes" specified in the MPSA and this DPA, including but not limited to (a) Caseware's operational purposes; (b) providing the Services to Customer; (c) auditing; (d) helping to ensure security and integrity; (e) debugging; (f) short-term, transient use; (g) providing advertising and marketing services to the extent such services are contemplated by the Parties' agreement; and (h) undertaking internal research for technological development and demonstration. The parties agree that Customer discloses Personal Data to Caseware only for these limited purposes.

As a Service Provider, Caseware shall not:

• Sell or Share Personal Data;
• retain, use, or disclose Personal Data for any purpose other than for the Business Purposes specified in the MPSA and this DPA, including retaining, using, or disclosing Personal Data for a commercial purpose other than the Business Purposes specified in the MPSA and this DPA, or as otherwise permitted by the CPRA;
• retain, use, or disclose Personal Data outside of the direct business relationship between Caseware and Customer; or
• combine Personal Data that Caseware receives from, or on behalf of, Customer with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with the consumer, provided that Caseware may combine personal information to perform any Business Purpose as defined in the regulations adopted pursuant to paragraph (10) of subdivision (a) of Cal. Civ. Code § 1798.185, except as provided for in paragraph (6) of subdivision (e) of Cal. Civ. Code § 1798.140 and in regulations adopted by the California Privacy Protection Agency.

19. Other U.S. Data Protection Laws

To the extent that Caseware Processes any Personal Data relating to individuals who are "Consumers" as that term is defined in the Colorado Privacy Act, Colo. Rev. Stat. §§ 6-1-1301 et seq. ("CPA"), the Connecticut Data Privacy Act, Public Act No. 22-15 ("CTDPA"), the Utah Consumer Privacy Act, Utah Code Ann. §§ 13-61-101 et seq. ("UCPA"), and the Virginia Consumer Data Protection Act, Va. Code Ann. §§59.1- 575 et seq. ("VCDPA") (collectively, the "Consumer Privacy Laws" or "CPL"), respectively, and upon the respective effective dates of the CPL, Caseware shall comply with the CPL's requirements, including any amendments and implementing regulations that become effective on or after the effective date of this DPA.

20. Liability

The liability of the Parties shall be subject to the liability provisions of the MPSA.

21. Term & Termination

This DPA becomes effective upon agreement with the MPSA and shall remain in force as long as Caseware processes Personal Data or throughout the term of the MPSA, whichever is longer.

22. Miscellaneous

In case of a conflict, between this DPA or any other agreement between the parties and the Standard Contractual Clauses, the Standard Contractual Clauses shall take precedence. In case of a conflict, between the provisions of this DPA and any other agreement between the Parties, this DPA shall take precedence. Should individual provisions of this DPA be or become invalid, this shall not affect the validity of the remaining conditions of this DPA. Without prejudice to Clause 17 (Governing Law) and Clause 18 (Forum and Jurisdiction) of the Standard Contractual Clauses, the Parties submit to the choice of jurisdiction and venue stipulated in the MPSA.

Attachment 1

Technical and Organizational Measures ("TOMs")

Action Description

Technical & Organizational Measures

Pseudonymization

Caseware employs tools to selectively anonymize sensitive data, which may include Personal Data. Pseudonymization is not necessarily used on all personal data elements, as not all Personal Data is identifiable as such to Caseware.

Encryption

Encryption is used for data at rest, and this encryption is provided by Amazon Web Services Inc. ("AWS"), an approved Sub- Processor (see Attachment 2). Digital certificates are in place to manage encrypted communications to the Amazon Web Servers.

Confidentiality

All Caseware Employees are required to sign a confidentiality agreement and accept company policies and procedures upon hire.

An Information Security Incident Response Policy & Procedure is in place to address actual and potential data breaches.

Integrity

The Services provides administrative controls for clients to control who can access files within their firm. Caseware does not have these rights.

Caseware is ISO 27001 and SOC 2 Type 2 certified, and controls are in place to ensure that only those required to perform administrative operations have required access. An access control policy and procedures are in place to review access control lists.

Potential risks and the mitigation of potential risks are reviewed on a regular basis.

Availability

Monitoring is performed through an external health check and internally with capacity management monitoring solutions.

Quality assurance processes are in place and under regular review, to mitigate against potential downtime.

Resilience of Processing Systems

The Services are hosted on AWS platform. The Services are ISO 27001 and SOC 2 Type 2 certified for security, confidentiality, integrity, privacy and availability.

Restoration

Backup Policy and procedures are in place, with daily automated backup reports to ensure restoration is achievable. Reports are monitored by an operational team.

Auditing/Testing

Regular audits take place for purposes of both ISO 27001 and SOC 2 Type 2 compliance. In addition, from time to time the company engages with a third party, for penetration testing services.

Certification(s)

ISO 27001 and SOC 2 Type 2.

Attachment 2

Caseware's Sub-Processors

Sub-Processor

Purpose of Processing

Data Storage & Processing

Amazon Web Services Inc.

440 Terry Ave N.

Seattle, WA 98108-1226, USA

Services and Subscriber Data is processed with CaseWare licensed software, on Amazon Web Services Inc.’s infrastructure.

Region selected by Caseware client during contracting:

Canada

Ireland

US

Australia

Google Analytics - Google Inc.

1600 Amphitheatre Pkwy.

Mountain View, CA 94043, USA

A web analytics service offered by Google that tracks and reports website traffic that can help to identify trends and patterns in how visitors interact with CaseWare’s website.

US

HubSpot

25 First Street, 2nd Floor

Cambridge, MA 02141, USA

A customer relationship management (CRM) platform and marketing automation platform (MAP) for CaseWare and its customers, prospects, and partners used by CaseWare’s Sales and Marketing team to communicate with customers.

US

NetSuite

2300 Oracle Way

Austin, TX 78741, USA

A cloud-based business platform that provides enterprise resource planning (ERP) services for CaseWare’s ‘Back Office’, invoicing and financial account management, inventory and supply chain management. Data collected, stored and processed is specific to fulfilling business services in performance of contracts.

US

New Relic

188 Spear St #1000

San Francisco, CA 94105, USA

A log monitoring platform, technical service and CaseWare application logs are sent to New Relic for search, analysis, and system monitoring. Sensitive data fields are masked such as usernames and emails, while some low sensitivity data such as IP and Host are captured directly.

US

Pendo.io Inc.

418 South Dawson Street

Raleigh, NC 27601, USA

A product analytics tool that allows product management teams to better understand user behavior. User actions across CaseWare platforms are sent to Pendo as “Events” along with properties on the user who performed that event. Low sensitivity data, accounting firm names are captured as user properties.

US

Salesforce

Salesforce Tower

415 Mission Street, 3rd Floor

San Francisco, CA 94105, USA

A customer relationship management (CRM) platform, for CaseWare and its customers and partners. Used for marketing, leads and communication campaign management

Canada

Attachment 3

Standard Contractual Clauses

SECTION I

Clause 1

Purpose and scope

• The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
• The Parties:
  • the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter "entity/ies") transferring the personal data, as listed in Annex I.A. (hereinafter each "data exporter"), and
  • the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each "data importer")
• have agreed to these standard contractual clauses (hereinafter: "Clauses").
• These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
• The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

• These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
• These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

• Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
  • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  • Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
  • Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
  • Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
  • Clause 13;
  • Clause 15.1(c), (d) and (e);
  • Clause 16(e);
  • Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
• Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

• Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
• These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
• These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

• An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
• Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
• The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

• The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
• The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

• The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter "personal data breach"). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
• The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
• The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter "sensitive data"), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter "onward transfer") if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

• the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
• the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
• the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
• the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

• The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
• The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
• The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
• The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
• The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

• The data importer has the data exporter's general authorisation for the engagement of sub processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least annually. The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
• Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfills its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
• The data importer shall provide, at the data exporter's request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
• The data importer shall remain fully responsible to the data exporter for the performance of the sub processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
• The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

• The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
• The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
• In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

• The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.
• In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
• Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
  • lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
  • refer the dispute to the competent courts within the meaning of Clause 18.
• The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
• The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
• The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

• Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
• Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
• Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
• The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
• The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision

• Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
  Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
  Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
• The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

• The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
• The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  • the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
  • the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
  • any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
• The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
• The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
• The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
• Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three: , if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

• The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary, with the help of the data exporter) if it:
  • receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
  • becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
• If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
• Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
• The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
• Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimization.

• The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
• The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]
• The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

• The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
• In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
• The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  • the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
  • the data importer is in substantial or persistent breach of these Clauses; or
  • the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
• In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
• Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
• Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

• Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
• The Parties agree that those shall be the courts of the Ireland.
• A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
• The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

Defined terms used in this Annex 1 shall have the meaning given to them in the MPSA between Caseware and Customer, and/or the DPA.

A. LIST OF PARTIES

Data exporter(s):

Name: The data exporter is the legal entity specified as "Caseware" in the DPA

Address: Please see the DPA

Contact person's name, position and contact details: Please see the DPA

Activities relevant to the data transferred under these Clauses: Please see the DPA

Role (controller/processor): Processor

Data importer(s):

Name: The data importer is the legal entity specified as "Customer" in the DPA.

Address: Please see the DPA

Contact person's name, position and contact details: Please see the DPA

Activities relevant to the data transferred under these Clauses: Please see the DPA

Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

• Please see the DPA, which describes the Categories of personal data transferred:
• Please see the DPA, which describes the categories of data.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

• The parties do not anticipate the transfer of special categories of data.

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).

• Please see the DPA

Nature of the processing

• Please see the DPA

Purpose(s) of the data transfer and further processing

• Please see the DPA

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

• Please see the DPA

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

• Please see the DPA

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

• The competent supervisory authority that shall apply will be the competent supervisory authority of the country in which the Customer's client's data originates

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

See Attachment 1 of the DPA, which describes the technical and organizational security measures implemented by Caseware.

ANNEX III

LIST OF SUB-PROCESSORS

See Attachment 3 of the DPA, which describes Caseware's Sub-Processors.

Attachment 4:

UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

• Table 1: Parties

Start date

The Parties

Exporter (who sends the Restricted Transfer)

Importer (who receives the Restricted Transfer)

Parties' details

Full legal name:
Trading name (if different):
Main address (if a company registered address):
Official registration number (if any) (company number or similar identifier):

Full legal name:
Trading name (if different):
Main address (if a company registered address):
Official registration number (if any) (company number or similar identifier):

Key Contact

Full Name (optional):
Job Title:
Contact details including email:

Full Name (optional):
Job Title:
Contact details including email:

Signature (if required for the purposes of Section 2)

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date:
Reference (if any):
Other identifier (if any):
Or

the Approved EU SCCs, including the Appendix Information and with only the following modules, clauses or optional provisions of the Approved EU SCCs brought into effect for the purposes of this Addendum:

• Table 3: Appendix Information
  "Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:
  • Annex 1A: List of Parties:
  • Annex 1B: Description of Transfer:
  • Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data:
  • Annex III: List of Sub processors (Modules 2 and 3 only):
• Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:

Importer

Exporter

Neither Party

Part 2: Mandatory Clauses

• Entering into this Addendum
  1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
  2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
• Interpretation of this Addendum
  1. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum

This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.

Addendum EU SCCs

The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.

Appendix Information

As set out in Table 3.

Appropriate Safeguards

The standard of protection over the personal data and of data subjects' rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.

Approved Addendum

The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.

Approved EU SCCs

The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

ICO

The Information Commissioner.

Restricted Transfer

A transfer which is covered by Chapter V of the UK GDPR.

UK

The United Kingdom of Great Britain and Northern Ireland.

UK Data Protection Laws

All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

UK GDPR

As defined in section 3 of the Data Protection Act 2018.

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties' obligation to provide the Appropriate Safeguards.

1. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
2. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
3. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
4. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

• Hierarchy
  1. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
  2. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
  3. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.
• Incorporation of and changes to the EU SCCs
  1. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
     • together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter's processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
     • Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
     • this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
  2. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
  3. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
  4. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
     • References to the "Clauses" means this Addendum, incorporating the Addendum EU SCCs;
     • In Clause 2, delete the words:
       "and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679";
     • Clause 6 (Description of the transfer(s)) is replaced with:
       "The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter's processing when making that transfer.";
     • Clause 8.7(i) of Module 1 is replaced with:
       "it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer";
     • Clause 8.8(i) of Modules 2 and 3 is replaced with:
       "the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;"
     • References to "Regulation (EU) 2016/679", "Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)" and "that Regulation" are all replaced by "UK Data Protection Laws". References to specific Article(s) of "Regulation (EU) 2016/679" are replaced with the equivalent Article or Section of UK Data Protection Laws;
     • References to Regulation (EU) 2018/1725 are removed;
     • References to the "European Union", "Union", "EU", "EU Member State", "Member State" and "EU or Member State" are all replaced with the "UK";
     • The reference to "Clause 12(c)(i)" at Clause 10(b)(i) of Module one, is replaced with "Clause 11(c)(i)";
     • Clause 13(a) and Part C of Annex I are not used;
     • The "competent supervisory authority" and "supervisory authority" are both replaced with the "Information Commissioner";
     • In Clause 16(e), subsection (i) is replaced with:
       "the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;";
     • Clause 17 is replaced with:
       "These Clauses are governed by the laws of England and Wales.";
     • Clause 18 is replaced with:
       "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts."; and
     • The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.
• Amendments to this Addendum
  1. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
  2. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
  3. From time to time, the ICO may issue a revised Approved Addendum which:
     • makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
     • reflects changes to UK Data Protection Laws;
  4. The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.
  5. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 "Ending the Addendum when the Approved Addendum changes", will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
     • its direct costs of performing its obligations under the Addendum; and/or
     • its risk under the Addendum,
  6. and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
  7. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.
• Alternative Part 2 Mandatory Clauses:

Mandatory Clauses

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.

‍

This Master Product and Services Agreement ("Agreement") between the customer identified in an applicable Order Form ("Customer"), and either (a) Caseware International Inc., a company existing under the laws of Ontario, Canada and whose principal place of business is at 351 King Street East, Suite 1100, Toronto, Ontario M5A 2W4 Canada; or (b) the Affiliate of Caseware International Inc. listed on an applicable Order Form (jointly and collectively, "Caseware").

Caseware offers certain Products, Services and PS, and Customer wishes to access and use specific Products, Services and PS as set out in one or more applicable Order Form(s) (the “Caseware Offerings”).  Once executed by the Customer, the Order Form represents the binding commitment of the Customer to pay for the Caseware Offerings identified therein.

This Agreement is effective on the earliest of: (i) the date Customer executes an Order Form; (ii) the date Customer clicks "accept" on this Agreement; (iii) the date Customer or any Permitted User first accesses or uses the Products or Services; or (iv) the date Customer makes payment for any Caseware Offerings (the "Effective Date"). By any of the foregoing actions, Customer agrees to be bound by this Agreement, including any documents incorporated by reference, as updated from time to time.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT AND ANY APPLICABLE ORDER FORMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND CASEWARE AND GOVERNS CUSTOMER'S ACCESS TO AND USE OF THE CASEWARE OFFERINGS. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE PRODUCTS OR SERVICES. IF CUSTOMER IS USING THE PRODUCTS OR SERVICES ON BEHALF OF AN ORGANIZATION, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT, IN WHICH CASE "CUSTOMER" WILL REFER TO SUCH ORGANIZATION.

If the Parties have a fully executed agreement that expressly governs any applicable Order Form for the Caseware Offerings and specifically states that this Agreement is not applicable, such fully executed agreement, and the terms and conditions contained therein, shall supersede this Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Caseware and Customer agree as follows:

1. INTERPRETATION

1.1 Definitions. As used in this Agreement, defined terms shall have the meanings specified in Schedule 1.

1.2 Schedules. The following Schedules to this Agreement are incorporated by reference herein and are an integral part of this Agreement:

Schedule 1 - Definitions

Schedule 2 – Product-Specific Terms

Schedule 3 – Service-Specific Terms

Schedule 4 – PS-Specific Terms

2. PRODUCTS & SERVICES

2.1 Order Forms. In accordance with the terms and conditions set out in this Agreement, Caseware shall make available to the Customer, the Caseware Offerings described herein pursuant to one or more Order Forms which shall be governed by the terms of this Agreement, including any documents incorporated by reference, as updated from time to time and including the applicable terms set out in the Schedules.

2.2 Customer Affiliates. If a Customer Affiliate is named in an Order Form, Customer may permit such Customer Affiliate to access and use the Caseware Offerings in accordance with the terms of this Agreement. Customer shall ensure that each Customer Affiliate complies with all terms and conditions of this Agreement. Customer shall remain fully responsible and liable for all acts, omissions, breaches, and obligations of each Customer Affiliate to the same extent as if such acts, omissions, breaches, or obligations were those of Customer.

2.3 Modifications to Products, Services and PS. Caseware may modify the Products, Services and PS from time to time without notice to the Customer. Caseware will use commercially reasonable efforts to notify the Customer in advance if a change is material, other than those changes which enhance or extend any features or functionality of the Products, Services and PS. Caseware is not obligated to customize, modify, or adapt the Caseware Offerings to meet Customer-specific requirements unless expressly agreed in an Order Form.

2.4 Pilot Program. As further set out in an applicable Order Form and to the extent applicable, Customer may receive use and access to the Caseware Offerings for a period of time on a trial or pilot basis and for evaluation purposes (the "Pilot Program"). Customer acknowledges that the Pilot Program: (a) may be subject to different fees and functionality from those applicable to the Caseware Offerings offered during the Term; (b) may include Beta Services; and (c) will be provided "as is" and "as available", and Caseware will have no liability or indemnification obligations for any harm, loss or damage arising out of or in connection with any Caseware Offerings during the Pilot Program, unless any such harm, loss or damage are a result of Caseware's gross negligence or willful misconduct.

2.5 Restrictions on Use. The Customer agrees to use the Caseware Offerings in accordance with this Agreement and will not, nor permit any Permitted User to:

(i) access any of the Caseware Offerings without using user credentials registered with Caseware or otherwise attempt to gain unauthorized access to the foregoing;(ii) misrepresent its identity or authorization to acton behalf of others, including when it acts as the sender of any electronic transmissions sent through the Caseware Offerings;

(iii) use any of the Caseware Offerings for unlawful purposes and except in accordance with this Agreement, including using or accessing any of the Caseware Offerings for any purpose that infringes, misappropriates or violates any intellectual property, privacy or other right of a third-party;

(iv) perform, or aid others in performing, penetration tests, distributed denial-of-service (DDoS) attack tests or any other kind of security test on the Caseware Offerings without Caseware's express written consent;

(v) sell, resell, rent, lease, lend, license, sublicense, assign, distribute, publish, transfer or otherwise make available any of the Caseware Offerings to any third-party, except as otherwise permitted in accordance with this Agreement;

(vi) reverse engineer, decompile, disassemble, or translate the software used by Caseware to deliver the Products, or otherwise attempt to view, display or print the software's source code;

(vii) remove, or obscure any copyright, trademark or other proprietary notices contained in the Products and Services;

(viii) attempt to compromise the functionality, security, or integrity of the Services, or assist others in so doing;

(ix) copy, modify or create derivative works of the Products or Services, in whole or in part except as expressly permitted by the functionality of the Caseware Offerings (including using AI features to generate content for Customer's work product);

(x) access or use the Products and Services to create a competitive product or services;

(xi) frame or mirror any part of the Products or Services into any other product or service, unless otherwise provided for under this Agreement or an applicable Order Form; or

(xii) collect, harvest, reverse look-up, trace, or otherwise seek to obtain any information on any other user of the Products or Services;

2.6 Audit Rights. Caseware reserves the right to monitor and audit Customer's usage of the Caseware Offerings for the purpose of ensuring compliance with the terms of this Agreement. Any such audit may be carried out by Caseware, or a third-party authorised by Caseware, at Caseware's expense, and will not unreasonably interfere with the Customer's normal business operations. If any such audit reveals use of the Caseware Offerings in excess of Customer's entitlement under an applicable Order Form, or otherwise identifies noncompliance with the terms of this Agreement, Customer shall promptly pay the amounts necessary to rectify such underpayment or overuse, together with interest at the rate of 2% per month, and shall pay the costs of the audit identifying the underpayment or overuse where the audit determines that Customer's underpayment equals or exceeds 10 percent for any quarter.

2.7 Use of Subcontractors. From time to time, Caseware may use subcontractors selected by Caseware at its sole discretion to provide the Caseware Offerings. Notwithstanding the foregoing, Caseware's use of a subcontractor shall not release Caseware from any duty or liability to fulfill its obligations under this Agreement or an applicable Order Form.

3. CUSTOMER RESPONSIBILITIES

3.1 Co-operation. In addition to any obligations and responsibilities described in this Agreement or an applicable Order Form, Customer will be responsible for providing Caseware with sufficient and timely access to systems, hardware, data (including Customer Data), information and personnel as may be necessary or reasonably requested by Caseware to enable Caseware to provide the Caseware Offerings. Customer acknowledges and agrees that its failure to provide such access, information, materials or personnel on a timely basis as reasonably requested by Caseware under this Agreement will have a material impact on the provision of the Caseware Offerings, and use thereof by Permitted Users, and that Caseware shall not be responsible for any delays, losses or damages arising from or related to Customer's failure to be responsive and co-operative as reasonably required under this Agreement. Customer agrees to cooperate with Caseware in good faith to support the responsible use of AI Models, including providing feedback and reporting anomalies or hallucinations.

3.2 Permitted Users. Customer is responsible and liable for all use of the Caseware Offerings resulting from access provided by Caseware, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Customer shall only grant access to Permitted Users who have agreed to be bound by the terms of Caseware's End User License Agreement, as amended from time to time, for use of any Products, or Caseware's Terms of Service, as amended from time to time, for use of any Services (collectively, the "User Agreements"). Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Permitted Users, and any act or omission by a Permitted User that would constitute a breach of this Agreement or the User Agreements, as the case maybe, if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts: (a) to make all Permitted Users protect and secure their access to the Caseware Offerings to prevent unauthorized use; and (b) to make all Permitted Users aware of this Agreement's provisions as applicable to such Permitted User's use of the Caseware Offerings and the User Agreements, as the case may be, and shall cause Permitted Users to comply with any such provisions. If Customer learns of any actual or suspected breach of this Agreement or any User Agreement, as the case may be, as a result of the actions or inactions of a Permitted User, Customer shall immediately notify Caseware in writing of the breach and co-operate with any instructions reasonably requested by Caseware in relation to the foregoing.

3.3 Customer Data. Customer is exclusively responsible for all matters related to Customer Data, and Customer represents and warrants that: (a) the Customer Data does not infringe, violate or misappropriate any third-party intellectual property or privacy rights, or any other rights granted under Applicable Law; (b) Customer is responsible for accuracy, quality, integrity, legality, reliability and appropriateness of the Customer Data; (c) Customer is the sole owner of the Customer Data or has the necessary and required consents, licenses, permits, permissions, releases, clearances, and rights to use, display, process, share, post, upload and transfer the Customer Data under this Agreement, including use of the Customer Metadata to develop, train and optimize the AI Models, to the extent permissible under applicable laws; (d) the Customer Data does not contain any illegal, defamatory, denigrating, demeaning, obscene, profane, or offensive material or content, except in pursuit of valid research or business purposes of Customer;(e) the Customer Data does not contain any virus, Trojan horse, worm, or other software, script or code, the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, systems, software or data; and (f) unless otherwise set out in an Order Form, the Customer Data does not contain any Personal Data except for (i) contact information reasonably necessary for the operation of the Caseware Offerings (such as names, email addresses, and phone numbers), and (ii) user account information. If Caseware forms the view that any Customer Data uploaded byCustomer or any Permitted User violates this Section 3.3, then Caseware reserves the right to remove such Customer Data and take such other action as Caseware deems necessary to protect the integrity and operation of the Caseware Offerings. Any costs associated with such removal may be charged by Caseware to Customer. Caseware shall use commercially reasonable efforts to notify Customer of any removal of Customer Data under this Section as soon as reasonably possible.

3.4 Third-Party Products. The Products and Services may allow you to access and use Third-Party Products. Third-Party Products that require separate customer action or authorization, and any associated fees relating to use thereof, will be set out in an applicable Order Form. Customer's use of any Third-Party Products is solely at its own risk. Caseware makes no representations or warranties with respect to, nor does it guarantee or endorse, any Third-Party Products. Caseware further does not guarantee the continued availability of Third-Party Products, and may disable a Third-Party Product inits sole discretion. Third-Party Products are governed by terms and conditions provided by the respective third-party service provider and are separate to this Agreement, and Customer's use of any Third-Party Products are subject to such separate terms and conditions. Accordingly, Caseware expressly disclaims responsibility and liability for all Third-Party Products, and Customer agrees that Caseware shall not be responsible for any loss or damage of any sort incurred as a result of any use of Third-Party Products.

4. FEES & PAYMENT

4.1 Fees. Customer shall pay Caseware all fees, amounts, and charges (the "Fees") in relation to the provision of the Caseware Offerings in accordance with the terms of the applicable Order Form. All Fees are non-cancellable and non-refundable.

4.2 Invoices. Caseware shall issue invoices to Customer relating to the Fees as set out in an applicable Order Form. Unless otherwise set out in an applicable Order Form all Fees set out in a specific invoice: (a) will be in Canadian dollars ($CAD); and (b) are due and payable upon receipt of an invoice. Customer reserves the right to dispute a portion or all of the Fees set out in a particular invoice reasonably and in good faith, and Customer shall cooperate diligently with Caseware to resolve any such dispute. Customer may withhold payment of any disputed Fees until such dispute is resolved.

4.3 Delay in Payment. If Customer fails to make any payment for undisputed Fees when due, without limiting Caseware's other rights and remedies: (a) Caseware may charge interest on the past due amount at the rate of 2% per month; (b) Customer shall reimburse Caseware for all reasonable costs incurred by Caseware in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (c) Caseware may suspend Customer access to any portion or all of the Caseware Offerings in accordance with Section 11.3 of this Agreement.

4.4 Taxes.

All Fees are exclusive of sales, use, consumption, value-added, excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or local governmental entity (other than taxes imposed on Caseware's income) (collectively, "Taxes"), which shall be the responsibility of the Customer. To the extent that any Taxes are payable by Caseware, Customer agrees to pay to Caseware the amount of such Taxes in addition to any Fees owed under this Agreement. Notwithstanding the foregoing, Customer may have obtained an exemption from relevant Taxes as of the time such Taxes are levied or assessed. In that case, Customer agrees to provide Caseware with any such exemption information, and Caseware will use reasonable efforts to provide such invoicing documents as may enable Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

In addition, Customer is responsible to pay all Fees net of any applicable withholding taxes. The Parties agree to work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Caseware qualifies for a tax exemption, or a reduced treaty withholding rate, Caseware will provide Customer with reasonable documentary proof. Customer agrees to provide Caseware reasonable evidence that it has paid the relevant authority for the sum withheld or deducted.

4.5 Orders through Caseware Partners. Where Customer purchases any Caseware Offerings through a Partner the following terms apply:

(i) Customer will pay the Fees for the applicable Caseware Offerings directly to the Partner or to Caseware, as directed and agreed between Caseware and the Partner in the Partner Agreement;

(ii) Customer will enter into a Partner Agreement directly with the Partner instead of an Order Form with Caseware, and the Caseware Partner will submit an Order Form to Caseware on Customer's behalf in relation to the applicable Caseware Offerings, whereby the Partner is responsible for the accuracy of any such order as communicated to Caseware;

(iii) To the extent the Customer is entitled to a refund for any Fees, such refund will be provided by the Partner and not directly by Caseware;

(iv) The terms and conditions of this Agreement shall be incorporated by reference into the Partner Agreement, and Partner must require Customer to accept these terms.  Customer acknowledges that, notwithstanding its purchase through a Partner, Customer's use of the Caseware Offerings is subject to this Agreement, and by accessing or using the Caseware Offerings, Customer agrees to be bound by this Agreement as if Customer had contracted directly with Caseware. A Partner is not authorized to modify this Agreement or make any promises or commitments on Caseware's behalf without Caseware's explicit written approval, absent which, Caseware will not be bound by any obligations to Customer other than as set forth in this Agreement; and

(v) The Fees paid or payable by the Partner to Caseware for Customer's use of the applicable Caseware Offerings through which it has engaged the Partner will be deemed the amount actually paid or payable byCustomer to Caseware under this Agreement for purposes of calculating the liability cap in Section 9 (Liability).

4.6 Credit Card Surcharge. To the extent permitted by Applicable Law, Caseware may apply a surcharge of 2.4% to any payments made by Customer by credit card.

5. CONFIDENTIALITY

5.1 Definition. The term "Confidential Information" means all non-public, confidential, material or information relating to a Party which is disclosed or made available to a receiving Party (the "Recipient") by the other Party (the "Discloser") under this Agreement, either orally or in a tangible form, including but not limited to Customer Data, financial information, business plans, marketing materials and strategies, and any other information regarding the foregoing that Discloser provides to the Recipient hereunder.

5.2 Exclusion. Confidential Information shall not include information that the Recipient can establish:

(i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Discloser;

(ii) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information;

(iii) is already in the possession of the Recipient at the time of disclosure by the Discloser as shown by the Recipient's files and records immediately prior to the time of disclosure;

(iv) is obtained by the Recipient from a third-party lawfully in possession of such information and without a breach of such third-party's obligations of confidentiality; or

(v) becomes publicly known and made generally available after disclosure by the Discloser to Recipient through no action or inaction of the Recipient.

5.3 Limited Use. The Recipient agrees to use Confidential Information only during the Term and solely for purposes of the performance of its obligations, and exercise of its rights, under this Agreement. The Recipient's obligations with respect to the Confidential Information shall survive for two (2) years following the expiration or termination of this Agreement, provided that (a) the Recipient's obligations with respect to any Confidential Information consisting of software or other non-public product information, whether in source or object code form, shall never expire; and (b) Caseware's obligations regarding Customer Data shall terminate in accordance with Section 11.5.

5.4 Protection. The Recipient hereby agrees to take all steps reasonably necessary to maintain and protect Confidential Information in the strictest confidence and for the benefit of the Discloser. Without limiting the foregoing, the Recipient shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care. The Recipient will not at any time, without the express written permission of the Discloser, disclose the Confidential Information directly or indirectly to any person, except on a "need to know" basis to its Affiliates and its respective employees, officers, directors, agents, subcontractors, and/or legal and financial advisors (collectively, the "Representatives"), provided that such Representatives are bound to confidentiality obligations no less protective of the Discloser than this Section 5 and that the Recipient remains responsible for compliance by them with the terms of this Section 5.

5.5 Compelled Disclosures. If a Recipient is required by law or in connection with a judicial proceeding or court order, or a governmental authority to make any disclosure that is prohibited or otherwise constrained by this Section, the Recipient will provide the Discloser with prompt written notice of such requirement, where permitted by law, so that theDiscloser may seek a protective order or other appropriate relief. Subject to the foregoing sentence, such Recipient may furnish that portion (and only that portion) of the Confidential Information that the Recipient is legally compelled or is otherwise legally required to disclose; provided, however, that the Recipient provides such assistance as the Discloser may reasonably request in obtaining such order or other relief.

5.6 Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by the Discloser shall be and remain the property of the Discloser. At any time upon the written request of the Discloser, Recipient shall promptly (a) return to the Discloser and/or (b) securely destroy all Confidential Information, except for any information maintained in connection with any automated electronic backup process of the files of the Recipient. Notwithstanding the foregoing, a Recipient may retain in the offices of its legal advisor a single archival copy of any Confidential Information provided by the Discloser under this Agreement, which copy shall only be used by the Recipient and its legal advisors in connection with the review and enforcement of its obligations under this Agreement.

6. SECURITY & PRIVACY

6.1 Security. Each Party will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of: (a) in the case of Caseware, the Customer's Confidential Information, including Customer Data, and (b) in the case of Customer, access and use of and to the Caseware Offerings and Caseware Confidential Information. These safeguards will include measures designed to protect against accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of or access to such information. Caseware’s specific security measures and practices are described at https://trust.caseware.com, as updated from time to time.

6.2 Privacy. To the extent Caseware collects, uses, stores, handles, discloses, disposes of or otherwise processes Personal Data (collectively, "Process") in relation to or in connection with this Agreement, Caseware shall Process Personal Data: (a) solely as permitted under this Agreement and as agreed upon in writing by the Parties; and (b) in accordance with terms and conditions of Caseware's Data Processing Agreement made available at www.caseware.com/legal/caseware-data-processing-agreement as updated from time to time.

7. PROPRIETARY RIGHTS

7.1 Customer Data. As between Customer and Caseware, Caseware acknowledges Customer shall own all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data, and such Customer Data is protected as Customer Confidential Information. During the Term, and subject to the terms and conditions of this Agreement, Customer grants to Caseware a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Customer Data as necessary to provide the Caseware Offerings to Customer and Permitted Users and provide the Customer Outputs.

7.2 Customer Metadata. As between Customer and Caseware, Caseware acknowledges Customer shall own all right, title and interest, including all Intellectual Property Rights, in and to the Customer Metadata, and such Customer Metadata is protected as Customer Confidential Information. During the Term, and subject to the terms and conditions of this Agreement, Customer grants to Caseware a non-exclusive, royalty-free, fully paid-up, worldwide license to copy, reproduce, modify, develop, access, collect, store and use the Customer Metadata: (a) as necessary to provide the Caseware Offerings to Customer and Permitted Users; (b) to generate Aggregated Data; and (c) to create, develop, modify, update, and train the AI Models, to the extent permitted under Applicable Law, and provide the Customer Outputs.

7.3 Caseware Offerings, AI Models and Documentation. As between Customer and Caseware, Customer acknowledges that Caseware shall own all right, title and interest, including all Intellectual Property Rights, in and related to the Caseware Offerings, AI Models and Documentation, and any trademarks used in association therewith (and all copies, Enhancements and derivative works in relation thereto) and, with respect to Third-party Products, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-party Products. Customer agrees not to assert any rights or claim to rights (including any Intellectual Property Rights) in any Caseware Offerings, AI Models or Documentation, including any copies, Enhancements, and derivative works in relation thereto. Customer further agrees to refrain from challenging, limiting, jeopardizing, or interfering with Caseware's ownership of and title in and to all Intellectual Property Rights relating to all of the foregoing.

7.4 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Caseware may collect and compile Aggregated Data derived or developed from: (a) Caseware's monitoring of Customer and its Permitted Users use of the Caseware Offerings; or (b) Customer Metadata. Aggregated Data shall not contain any Personal Data and does not in any way identify Customer or any Permitted User, or include any identifiable Subscriber Data or Personal Data. As between Caseware and Customer, all right, title, and interest, including all Intellectual Property Rights, in Aggregated Data vest in Caseware upon creation and are retained solely by Caseware. Customer agrees that Caseware may use Aggregated Data to the extent and in any manner permitted under Applicable Law, including to develop, optimize, benchmark, or measure the Products orServices, for research, marketing, analytical and informational purposes related to the Products or Services, and to develop, train, improve and optimize AI Models.

7.5 Customer Outputs. As between Customer and Caseware, any reports, results, data, research, materials or other information generated by or resulting from use of the Subscriber Data or Customer Metadata with the Caseware Offerings, including those derived or outputted from the use of the AI Models (collectively, "Customer Outputs"), together with all Intellectual Property Rights therein, will vest in Customer upon final payment of the Fees. To the extent any Customer Outputs are derived from or incorporate Third-Party Products or third-party intellectual property licensed to Caseware, Customer's rights in such Customer Outputs are subject to the terms and restrictions of the applicable third-party licenses. To the extent any such intellectual property and proprietary rights vest in Caseware upon creation of the Customer Outputs, Caseware hereby assigns and transfers and agrees to assign and transfer and to cause any employee, affiliate or contractor to assign and transfer to Customer all such right, title and interest worldwide, including all Intellectual PropertyRights, in such Customer Outputs, and shall cause each of its employees, affiliates and contractors to waive their respective moral rights in and to the works comprised in such Customer Outputs. For clarity, Caseware shall not use Customer Outputs to train or improve AI Models. Caseware may use performance data, usage metrics, and benchmarking information derived from Customer's use of the Services, provided such data is anonymized and does not identify Customer or any Permitted User. During the Term, Caseware will have a limited, royalty free, paid up, non-exclusive, license to use, modify and access the Customer Outputs to perform its obligations under this Agreement. Customer acknowledges that AI-generated outputs may contain inaccuracies or hallucinations and are provided 'as is' without warranty. Such outputs shall not be considered defects under this Agreement. Notwithstanding the foregoing, Caseware: (a) expressly disclaims and provides no representations, warranties or covenants in relation to the Customer Outputs, or use thereof, including any and all implied warranties and conditions of fitness for a particular purpose, merchantability, non-infringement, title, completeness or accuracy; and (b) Caseware will have no liability or indemnification obligations for any loss, harm, damage or claim arising out of or in connection with the Customer Outputs, except for that caused by the gross negligence or wilful misconduct of Caseware.

7.6 AI Use Policy. Caseware's practices regarding the use of AI Models, including training data sources, model development, and data processing practices, are described in Caseware's AI Use Policy, available at www.caseware.com/legal/caseware-ai-use-policy, as updated from time to time. To the extent of any conflict between this Agreement and the AI Use Policy, this Agreement shall control.

7.7 API Usage Policy. Caseware's practices and requirements regarding the use of its application programming interfaces (APIs), including permitted uses, credential management, rate limits, third-party developer requirements, and prohibited uses, are described in Caseware's API UsagePolicy, available at www.caseware.com/legal/caseware-api-use-policy, as updated from time to time. To the extent of any conflict between this Agreement and the API Usage Policy, this Agreement shall control.

7.8 Know-How. With the exception of Customer's Confidential Information and any Personal Data, Caseware and its personnel may use and disclose their general skills, knowledge, experience and know-how, including, without limitation, general processes, concepts, methods, methodologies, techniques, ideas and other residual information gained or learned in the provision of the Caseware Offerings.

7.9 Feedback. Customer may provide feedback, suggestions, recommendations, and corrections to Caseware about the Caseware Offerings, Documentation or otherwise in connection the Agreement, including but not limited to by responding to surveys and questionnaires or derived through the use of AI Models or development of the Customer Outputs (collectively, "Feedback"). Customer grants to Caseware and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers)license to use the Feedback without restriction and without obligation, acknowledgement or compensation to Customer, including to incorporate the Feedback into the Products and Services or develop new Products and Services, provided that use of the Feedback shall not identify Customer or any Permitted User without the prior written consent of Customer.

8. INDEMNIFICATION

8.1 Indemnity. To the extent permitted by Applicable Law, the Indemnitor agrees to indemnify the Indemnitee and its officers, directors, employees, permitted assignees and agents from and against any third-party claims, liabilities, damages, losses and expenses, including reasonable legal expenses, arising out of or in connection with a claim that, the Caseware Offerings (in the case of Caseware), or the Customer Data or Customer Outputs(in the case of Customer), or use thereof, infringe, misappropriate or violate a third-party's Intellectual Property Rights. If such a claim is brought by or appears possible, the Indemnitee agrees to permit the Indemnitor, at its sole discretion, to: (a) obtain a right for the Indemnitee to continue using the allegedly infringing component or part; (b) modify the allegedly infringing component or part so they become non-infringing; or (c) terminate the applicable Order Form and refund the unused portion of any prepaid Fees received by Caseware from Customer in relation to the infringing component or part. For Products licensed on a perpetual basis, such refund shall be based on the unamortized or unexpensed portion of the purchase price allocated to that portion of the Product, based on a three-year straight-line amortization. Notwithstanding thefore going, Caseware shall not be liable for infringement claims arising fromCustomer's use of the Caseware Offerings in combination with unauthorized data, software, or configurations.

8.2 Indemnification Process. The Indemnitor's obligations in this Section 8 are subject to the following:

(i) the Indemnitee notifying the Indemnitor in writing promptly upon the Indemnitee becoming aware of a claim under this Section; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure;

(ii) the Indemnitee not making any admission or statement against the Indemnitor's interest, including entering into a settlement agreement (other than for monetary amounts which do not require any admission of guilt or the assumption of any other obligation by the Indemnitee), without the Indemnitor's prior written consent;

(iii) the Indemnitee providing reasonable assistance to theIndemnitor in connection with the defense, litigation or settlement by the Indemnitor of the claim at the Indemnitor's cost for any out-of-pocket expensesof the Indemnitee; and

(iv) the Indemnitor's sole control over the defense,litigation, and settlement of any claim, including the legal counsel at the Indemnitor's expense.

9. LIABILITY

9.1 Exclusion of Liability. Except for Customer's payment of Fees under this Agreement or an applicable Order Form and to the maximum extent permitted by Applicable Law, in no event will either Party be liable for loss of or damage to data, lost revenue, lost profits, lost savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to this Agreement under any theory of liability, whether in contract, tort (including negligence), indemnity, strict liability or otherwise, even if advised of the possibility of such damages or such losses were otherwise foreseeable.

9.2 Limitation of Liability. In no event shall Caseware's totalliability to Customer for all claims arising out of or as a result of thisAgreement under any theory of liability, whether in contract, tort (includingnegligence), indemnity, strict liability or otherwise, exceed the total amountof fees paid by Customer to Caseware in the twelve (12) month period precedingthe claim or action.

10. DISCLAIMER

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING THE SCHEDULES) AND ANY APPLICABLE ORDER FORMS, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CASEWARE EXCLUDES ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. CASEWARE SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY AND NON INFRINGEMENT, THAT THE CASEWARE OFFERINGS, DOCUMENTATION, AI MODELS OR CUSTOMER OUTPUTS WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OR THAT THE CASEWARE OFFERINGS, DOCUMENTATION, AI MODELS OR CUSTOMER OUTPUTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, LEGAL, RELIABLE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CASEWARE, ITS AFFILIATES OR ELSEWHERE IN RELATION TO THE CASEWARE OFFERINGS OR THIS AGREEMENT WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE CASEWARE OFFERINGS, DOCUMENTATION, AND AI MODELS ARE PROVIDED ON AN "AS IS"AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. CASEWARE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT GENERATED OR OTHERWISE MADE AVAILABLE THROUGH THE CASEWARE OFFERINGS OR USE THEREOF, INCLUDING BUT NOT LIMITED TO THE CUSTOMER OUTPUTS. CASEWARE MAKES NO WARRANTY OF ANY KIND AND DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR DISCLAIMERS IN RELATION TO ANY THIRD-PARTY PRODUCTS, CUSTOMER DATA, OR DATA STORAGE OR HOSTING PROVIDER USED IN CONJUNCTION WITH THE CASEWARE OFFERINGS. CASEWARE DOES NOT GUARANTEE UNINTERRUPTED AVAILABILITY OF THE CASEWARE OFFERINGS AND MAY PERFORM SCHEDULED OR EMERGENCY MAINTENANCE AS NEEDED.

CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT THE CASEWARE OFFERINGS, OR USE THEREOF, ARE INTENDED AS A TOOL TO ASSIST THE CUSTOMER, IN PERFORMING THEIR PROFESSIONAL SERVICES AND ARE IN NO WAY INTENDED TO REPLACE THE ROLE OF ANY PROFESSIONAL FINANCIAL, ACCOUNTING, AUDITING AND/OR LEGAL ADVICE. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ALL PROFESSIONAL JUDGMENTS, DECISIONS, AND ADVICE PROVIDED TO ITS CLIENTS OR STAKEHOLDERS.

11. TERM & TERMINATION

11.1 Term.

The term of this Agreement commences on the Effective Date and continues for the initial period set out in the initial Order Form (the "Initial Term") unless this Agreement is terminated earlier in accordance with this Section 11.

Upon the expiration of the Initial Term, and unless otherwise specified in the Order Form, this Agreement shall automatically renew for an additional twelve (12) month period.  

For any Renewal Term(s), the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms and conditions in effect immediately prior to such renewal, subject to any change in the Fees payable hereunder by Customer during the applicable Renewal Term in accordance with any applicable Order Form. If Customer declines the automatic renewal feature and payment is not received by Caseware within ten (10) days of expiry of the then current term, Caseware may consider the account to be overdue and Caseware may pursue the remedies in Section 4.3 and 11.3 of this Agreement.  

In the event of termination of this Agreement, any Order Form then in-effect shall continue in force and shall continue to be subject to the terms of this Agreement until such Order Form terminates or expires in accordance with its terms.

11.2 Termination for Cause. Either Party may terminate this Agreement (including all or some of the Order Forms):

(i) immediately upon notice if the other Party materially breaches any of its material obligations hereunder and fails to cure such breach within 30 calendar days following written notice; or

(ii) immediately upon notice in the event of the suspension of business, insolvency, institution of bankruptcy or liquidation proceedings by or against the other Party.

11.3 Suspension. In addition to the foregoing, Caseware may suspend or terminate this Agreement and any Order Form and the rights granted thereunder without prejudice to enforcement of any other legal right or remedy, immediately upon giving written notice of such termination:

(i) if Customer is in breach of its payment obligations and fails to cure such breach within 10 calendar days following Caseware's written notice;

(ii) if Customer breaches its obligations under Sections 2.5 (Use Restrictions), 3.3 (Customer Data) or 5 (Confidentiality);

(iii) if Caseware has reason to believe that Customer is using the Products and Services for any improper or unlawful purpose; or

(iv) if Customer's continued use of the Services may result in harm to Services, or to other users.

11.4 Effect of Termination. Upon termination or expiration of this Agreement Customer shall cease to access and use the Caseware Offerings and all rights of Customer under the Agreement and any applicable Order Form will terminate. If this Agreement is terminated by Customer in accordance with Section 11.2, Caseware will refund Customer a prorated amount of the Fees paid by Customer to Caseware for the Caseware Offerings for remainder of the Term. If this Agreement is terminated by Caseware in accordance with Section 11.2 or 11.3, Customer will pay Caseware any unpaid Fees for the remainder of the Term. Except where an exclusive remedy may be specified in this Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

11.5 Offboarding. Upon request by Customer made within 30 calendar days after the effective date of termination or expiration of this Agreement, Caseware will make available to Customer (a) Subscriber Data for export or download, and (b) Caseware's offboarding tools, including processes to assist Customer with the foregoing exportation process. After such a 30-day period, Caseware will have no obligation to maintain or provide any Subscriber Data, or, to the extent applicable, any Customer Data, to Customer and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.

11.6 Survival. Except as otherwise agreed to by the Parties in writing, Sections 3 (Customer Responsibilities), 4 (Fees & Payment), 5 (Confidentiality), 6 (Security & Privacy), 7 (Proprietary Rights), 8 (Indemnification), 9 (Liability), 10 (Disclaimer), 11.4 (Effect of Termination), 11.5 (Offboarding), and 12.1 (Notice), 12.5 (Equitable Relief), 12.6 (Waiver), 12.10 (Anti-Corruption), 12.11 (Export Controls), and 12.12 (Amendments) shall survive the expiration or termination of this Agreement.

12. MISCELLANEOUS

12.1 Notice. All notices and other information to be given by one of the Parties to the other shall be given by hand delivery or e‐mail to the other Party. For Caseware, all notices should be sent to the Customer's account representative, with a copy of such notice to legal@caseware.com. For Customer, all notices will be sent to the mailing and/or email address Customer provides to Caseware for the Order Form. Notices sent by e‐mail shall be deemed to have been received by the Party to whom it was addressed on the date of transmission or receipt, or if sent on a day that is not a business day or after normal business hours, on the first business day following transmission or receipt. Notices sent by hand delivery shall be deemed to have been received on the date of delivery. Any notice of change of address by a Party shall be effective only upon receipt of a notice provided to the other Party in accordance with the provisions of this Section 12.1.

12.2 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Schedules and Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement.  Except where the Parties enter into a written agreement expressly stating that said written agreement supersedes all other agreements (including this Agreement), this Agreement supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter, including any proposals, price quotes, purchase orders, click-wrap agreements, or non-disclosure agreements. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be (1) the applicableOrder Form, (2) any exhibit, schedule or addendum to this Agreement, and (3)the body of this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

12.3 Relationship. The Parties agree that Caseware and Customer are independent entities, and that no other relationship is intended, including but not limited to a partnership, joint venture or agency relationship. Neither Party will have the authority or right to represent nor obligate the other Party in any way except as expressly authorized by thisAgreement.

12.4 Governing Law and Choice of Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the jurisdiction set out in the table below, unless otherwise specified in the applicable Order Form and the Parties hereto submit to the exclusive jurisdiction of the courts of such jurisdiction. Where the Order Form does not set out a specific jurisdiction, this Agreement shall be governed by and construed and enforced in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable therein and the Parties hereto agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario.

Caseware  Affiliate Identified on the Order Form - Governing Law  and Choice of Forum

Caseware  International Inc. - Province of  Ontario, Canada

Caseware USA  Inc.- State of New  York, U.S.A.

Caseware  Nederland B.V.- Netherlands

Caseware UK  Limited- England and  Wales

Caseware  Germany GmbH - Germany

Caseware  Australia Pty Ltd. - Australia

12.5 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Customer, Section 2.5 or Section 3, would cause the other Party irreparable harm for which monetary damages would not bean adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including are straining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12.6 Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other Party shall not be effective unless in writing and shall not be construed as a waiver of any succeeding breach of the same or of any other provision. Nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege by such Party shall constitute a waiver.

12.7 Assignment. Customer may not assign this Agreementor any of its rights or obligations in relation thereto, in whole or in part, without the prior written consent of Caseware, such consent not to be unreasonably withheld. Any attempt by Customer to assign any of the rights of this Agreement or any Order Form without such prior written consent is void.

12.8 Force Majeure. Except for payment obligations, neither Party shall be liable for any delay or failure to perform its obligations in this Agreement attributable to circumstances beyond its reasonable control, such as acts of God, fire, pandemic, natural disaster, terrorism, labour stoppage, Internet service provider or system failures or delays, civil unrest, war or military hostilities, or criminal acts of third-parties(each a "Force Majeure Event"). Any Party claiming a Force Majeure Event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend the performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure Event. Each Party shall use its commercially reasonable efforts to mitigate the effects of such Force Majeure Event, remedy its inability to perform, and resume full performance of its obligations hereunder, provided, however, that in the event the Force Majeure Event continues for thirty (30)days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, either Party may terminate this Agreement pursuant by written notice to the other Party and in accordance with Section 11.2 of this Agreement.

12.9 Severability. Wherever possible, each provision of this Agreement may be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be prohibited or invalid under Applicable Law, such provision will be ineffective only to the extent to such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

12.10 Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

12.11 Export Controls. This Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on export from Canada or the United States of America (U.S.) of the Caseware Offerings, or any information about any of them, which may be imposed from time to time by the governments of Canada or the U.S. Customer shall not export the Caseware Offerings, or any information about any of them without the prior written consent of Caseware and compliance with such laws, regulations, orders, and other restrictions. Customer represents and warrants that (a) it is not located in a country that is subject to a Canadian or U.S. government embargo, or that has been designated by the Canadian or U.S. government as a "terrorist supporting" country; and (b) it is not listed on any Canadian or U.S.government list of prohibited or restricted parties.

12.12 Amendments and Modifications. No amendment to ormodification of this Agreement is effective unless it is in writing and signedby an authorized representative of each party.

12.13 Language. This Agreement may be translated into other languages for Customer convenience. In the event of any conflict or inconsistency between the English version and any translated version, the English language version shall prevail.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

Caseware

By: _______________________________

Name:______________________________

Title:_______________________________

Date:_______________________________

Customer

By:________________________________

Name:______________________________

Title:_______________________________

Date:_______________________________

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SCHEDULE 1 - DEFINITIONS

1. Definitions

In the Agreement, the following terms shall have the following meanings:

"Affiliate" means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity;

"Aggregated Data" means data and information related to Customer's use of the Caseware Offerings or derived from the Customer Metadata that is aggregated and anonymized and in no way identifies Customer or any Permitted User and does not contain any Personal Data or Subscriber Data in identifiable form.

"AI Models" means the artificial intelligence models, machine learning and large language models, weighting systems, algorithms, decision trees, specifications, parameters, methods, methodologies, techniques, procedures and processes used, licensed or created by Caseware and integrated within the Caseware Offerings.

"Applicable Law" means all applicable federal, provincial, state, territorial, regional or municipal laws, regulations, common law, orders, rules or by-laws that are applicable to this Agreement and the Parties' obligations under this Agreement during the term of this Agreement;

“Beta Services" means any products, services, features, or functionality that Caseware makes available to Customer on a trial, pilot, beta, or evaluation basis, which are identified as such in an Order Form or in the Services interface.

“Customer Affiliate" means an Affiliate of Customer that is authorized to use the Caseware Offerings pursuant to an Order Form.

"Caseware Offerings" means those Products and/or Services and/or PS that are identified in an Order Form provided to Customer by Caseware;

"Customer Data" means information, data, materials, works, expressions, and other content, in any form or medium, that are uploaded, submitted, posted, transferred, transmitted, or otherwise provided or made available by or on behalf of Customer for use with the Caseware Offerings, and includes Subscriber Data and Customer Metadata.

"Customer Metadata" means data or information generated by or relating to Customer's or any Permitted User's configuration, usage, access logs, preferences, technical settings, environment variables, or interactions with the Caseware Offerings, which does not in itself identify Customer, any Permitted User, or contain any Subscriber Data in identifiable form or any Personal Data.

"Documentation" means (a) operating instructions for the Services, as made available by Caseware, as may be updated from time to time; and/or (b) the end user manuals governing the Products (in printed or electronic format) provided by Caseware, as modified from time to time by a Caseware;

"Enhancement" means any enhancement, update, modification, change, or improvement to the Caseware Offerings, other than the correction of bugs or errors acknowledged by Caseware.

"Indemnitee" means the Party that has made a claim against the other Party as contemplated in Section 8;

"Indemnitor" means the Party that has received aclaim from the other Party as contemplated in Section 8 and is required underSection 8 to indemnify the Indemnitee;

"Intellectual Property Rights" means all worldwide rights associated with utility and design patents, and patent applications, including any divisions, continuations, continuations-in-part, reissues and reexaminations thereof, works of authorship, derivative works, trade secrets, know-how, proprietary information, technical data, inventions, processes, materials, software, improvements, derivatives, and developments, whether or notpatentable or copyrightable and regardless of whether such rights arise under the laws of Canada, the United States or any country or jurisdiction;

"Licensed CPU" means a central processing unit controlled by the Customer in a multiple-user environment accessed by means of a modem, a network, or other means of remote access and/or on a single standalone computer;

"Order Form" means the  ordering document prepared by Caseware with an itemized bill of Caseware Offerings to be provided by Caseware to Customer, and applicable Fees to be paid by Customer and with respect to PS, also means a Statement of Work;

"Partner" means an authorized reseller or distributor of Caseware that Caseware has authorized to sell or resell Caseware Offerings;

"Partner Agreement" means the agreement entered into between a Partner and Customer in relation to Caseware Offerings that Partner is authorized to sell on Caseware's behalf;

"Party" means either Caseware or Customer individually, and "Parties" shall mean both Caseware and Customer collectively;

"Permitted User" means those individuals associated with Customer who are authorized by Customer to access and use the Caseware Offerings pursuant to the terms of this Agreement, up to the maximum number of users or licenses specified in an applicable Order Form;

"Personal Data" means any information about an identifiable individual or any information that is otherwise subject to Applicable Laws relating to data protection and privacy;

“PS” means those professional services (including e-learning training services) provided to Customer by Caseware that are identified in an Order Form or Statement of Work;

"Products" means those desktop software products provided to Customer by Caseware that are identified in an Order Form, as modified or supplemented by an Enhancement or other modification received from Caseware;

"Renewal Term" means any subsequent extension or renewal of the term for which this Agreement or use of the Caseware Offerings applies for a period of twelve (12) months, unless otherwise indicated in an applicable Order Form.

"Services" means those software solutions, including the provision of storage, software, platform, computing services or other resources provided to Customer by Caseware as software as a service, and may include professional services such as implementation, training, and consulting services, during the Services Subscription Term and that are identified in an Order Form;

"Services Subscription Term" means the applicable term the Services are to be provided by Caseware, as specified on an Order Form;

“Statement of Work” means the ordering document prepared by Caseware which identifies the details of the PS to be provided to Customer by Caseware and applicable Fees to be paid by Customer;

"Subscriber Data" means data input by a Permitted User into the Services, or data prepared for the Customer by the Services;

"Template" means the portion of a Program comprised of either (a) a sample of text, format and/or layout for presentation and explanation of data that has been processed by a Program and/or disclosure of related information or (b) a work aid, such as a check list or sample letter; and

"Term" means the Initial Term and any applicable Renewal Term(s).

"Third-Party Products" means any third-party products and software described in the applicable Order Form or otherwise incorporated into the Caseware Offerings.

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SCHEDULE 2 – PRODUCT-SPECIFIC TERMS

1. Use of Products

1.1 License. Upon the execution of an Order Form forProducts and subject to the payment of the applicable Fees and compliance with the terms of this Agreement, Caseware grants to the Customer a revocable, royalty-free, limited, non-exclusive, non-transferable license to use the Products identified on the Order Form (the "License") for the number of Permitted Users set out in the Order Form.

1.2 Rights of Use. Pursuant to the License, Customer may:

(i) make for use by means of one (1) or more Licensed CPUs, one (1) or more copies of the Product(s) for the Permitted User(s), provided that each such copy must contain all proprietary notices that appear on the Products;

(ii) make one (1) copy of a Product for backup or archival purposes, provided that such copy must contain all proprietary notices that appear on the Products;

(iii) use the Documentation to assist Permitted User(s) to understand how to install, and operate the Products; and

(iv) make a copy of the Documentation for use by each Permitted User.

1.3. Assignment of Licenses. Except where a License is assigned from one Licensed CPU to another for use by the same Permitted User, or in the event a Permitted User is not longer employed by or contracted to the Customer and the License is reassigned to a new employee or contractor to the Customer, the License granted hereunder is personal to each Permitted User, and may not be assigned, transferred, sublicensed or encumbered without the express written consent of Caseware.

1.4 License Activation. Use of a Product may require activation and registration by a Permitted User. Where use of a License requires registration, Caseware shall provide a unique identification key that a Permitted User will use to validate its License on Caseware's website.

1.5 Excess Permitted Users. If at any time during the Licensed Term the aggregate number of Permitted Users exceeds the number of Permitted Users set out in the applicable Order Form, Customer shall immediately advise Caseware of same in writing and pay Caseware's then prevailing license fee for each excess Permitted User and thereafter the number of Permitted Users shall be increased by such excess number.

2. Duration of License

2.1 License Term. Customer will have the right to use the License for the term set out in the Order Form (the "License Term")and any renewal of the License Term.

3. Use of Products and Templates

3.1 Customer acknowledges that:

(i) Templates may only be used to gather, select, and prepare data for processing by a Program and to present data that has been processed by a Program;

(ii) Templates may not be distributed to a third-party as a standalone work;

(iii) any sample presentation, documents, letters, and disclosures presented by the Product or Documentation are only samples or examples and are not complete nor comprehensive;

(iv) neither the Products nor Documentation are a substitute for materials, methods or processes required by Applicable Law, practice guidelines or as an alternative to the Permitted User's judgement;

(v) information retrieved from a Template or the Products are provided on an "as is" basis with no guarantee of completeness, accuracy and timeliness and it is the Permitted User's responsibility to ensure the accuracy of the results obtained from the use of reliance upon this information;

(vi) it is the Customer's responsibility to ensure that appropriate disclosures are made, and applicable standards are met in a manner that meets the requirements of a particular jurisdiction; and

(vii) the License does not grant to Customer any right to(i) receive an Enhancement; (ii) any Templates; or (iii) use the trademark "Caseware"or any other trademark owned or licensed by Caseware without Caseware's prior written approval.

4. Enhancements and Support

4.1 Updates. During the License Term, Caseware may develop Enhancements to the Products, and will use commercially reasonable efforts to make such Enhancements available to Customer and its Permitted Users when they become commercially available. It is a Permitted User's responsibility to download and update the Product when an Enhancement is made available by Caseware. Customer acknowledges that a failure to download or an Enhancement may affect the functionality of the Product. Customer further acknowledges that Caseware may cease support of any previous version of a Product 1 year after an Enhancement is made available.

4.2 Support. During the License Term, Caseware will use commercially reasonable efforts to provide Customer with technical support and customer service for the Products as set out at Caseware’s Support Website at www.caseware.com/legal/caseware-support-website and in accordance with Caseware’s Support Policy, available at www.caseware.com/legal/support-policy, as updated from time to time. Caseware typically supports only the current shipping version and one prior version of each Product. Support services, including new features, enhancements, patch releases, hotfixes, and technical assistance, will only be provided for supported versions. Customer is responsible for upgrading to a supported version to continue receiving support services.

5. Product Warranty

5.1 Warranty. Upon commencement of the License Term and for a period of thirty (30) days thereafter, all Products, will be free from material defects, free from material errors, free from all known viruses (as identified using commercially reasonable steps and antivirus software) and will perform materially in accordance with the Documentation.

5.2 Exceptions. The foregoing warranty shall not apply to (a) any modification made to the Products by any Party other than Caseware or its authorized agents; (b) the use of the Products in a manner other than as contemplated in this Agreement or the Documentation; or (c) the failure by Customer to report a warranty claim within the warranty period specified set out above.

5.3 Remedy. Caseware's sole responsibility for a valid warranty claim of the warranty provided in this Section 5 shall be, in Caseware's sole discretion, to (a) advise Customer how to achieve substantially the same functionality with the Products as described in the Documentation through a procedure different from that set forth in the Documentation; (b) use commercially reasonable efforts to develop a solution or workaround to make the non-conforming Product functional to comply with the warranty set out in Section 5.1; or (c) terminate the applicable Order Form, and/or this Agreement, and refund a prorated amount of the Fees for that particular Product paid by Customer for the calendar month in which Caseware receives written notice of the warranty claim. For greater certainty, Customer Outputs, including hallucinations or inaccuracies, shall not be considered defects under this warranty.

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SCHEDULE 3 - SERVICE-SPECIFIC TERMS

1. Provision of Services

1.1 License to Services. Upon the execution of an Order Form for certain Services and subject to Customer's payment of the applicable Fees and continued compliance with the terms and conditions of this Agreement, Caseware grants a license to Customer and its Permitted Users to access to and use of those specific Services on a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable basis for the applicable Services Subscription Term identified in the Order Form.

1.2 Rights of Use. The Services may be accessed and used by Permitted Users by way of the internet from a computing device in a manner described in the Documentation for the language version selected. Each Permitted User shall register with Caseware to obtain valid credentials (userID and password) for accessing the Services.

2. Duration of Services

2.1 Services Subscription Terms. Customer will have the right to use the Service for the Services Subscription Term set out in theOrder Form for each applicable Service, and the Order Form shall govern any renewal of the Services Subscription Term, unless terminated earlier in accordance with this Agreement.

3. Support Services & Maintenance

3.1 Service Level Agreement. During the Services Subscription Term, Caseware will use commercially reasonable efforts to provide the Support Services and meet the services levels set out in the Caseware Service Level Agreement www.caseware.com/legal/caseware-service-level-agreement as updated and amended from time to time (the "SLA").

3.2 Remedies. The remedies set out in the SLA are Customer's sole remedy and Caseware's sole obligation for any failure to meet any service levels relating to service availability or support response times set out in the SLA.

3.3 Maintenance. From time to time, it will be necessary  to perform maintenance on the Services, including routine maintenance to ensure the continued provision of the Services. Caseware shall use reasonable efforts to perform such maintenance at such times to minimize the impact of any downtime of its Software on the Customer. To the extent Caseware is able, Caseware shall notify Customer in advance of any scheduled maintenance by posting a message on its website or by sending an email to the designated Customer representative of the scheduled maintenance time and the anticipated duration of such maintenance. In instances where Caseware must perform emergency maintenance, including to address Security Events, Caseware shall use commercially reasonable efforts to notify Customer as soon as reasonably practicable.

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SCHEDULE 4 - PS-SPECIFICTERMS

1. Provision of PS

1.1 License to PS. Upon the execution of an Order Form for PS and subject to Customer's payment of the applicable Fees and continued compliance with the terms and conditions of this Agreement, Caseware grants a license to Customer and its Permitted Users to access to and use of results of the PS and related deliverables on a limited, royalty-free, non-exclusive, non-transferable, non-assignable and non-sublicensable basis for the applicable Caseware Offerings identified in the Order Form.

1.2  Assumptions,Dependencies and Responsibilities.  TheOrder Form shall identify assumptions, dependencies and responsibilities of both Customer and Caseware.  Customer acknowledges that any delay or non-compliance of these terms by Customer may result in delays or extra time and costs in the delivery of the PS by Caseware.  Any such delay or extra costs shall be agreed between the Parties and documented with a change order prior to Caseware performing the PS.  

1.3  Change Orders.  Any changes to an Order Form must be mutually agreed by the Parties in writing via a change order.  

1.4 Deliverables.  Details of deliverables shall be identified in the Order Form.

1.5  Fees.  Unless otherwise specified in the Order Form, all PS shall be performed on a fixed fee basis. Where the Order Form specifies an estimate for PS based on hourly work, Caseware shall not exceed the estimated hours of PS service without the written consent of Customer via a Change Order. Caseware may suspend performance of PS services where any Fees are past due by more than 15 days.  Out of pocket expenses, if any, in addition to the PS Fees, shall be pre-approved by the Customer and invoiced as they occur.

2. Duration of PSs

2.1 License Term. Customer will have the right to use the results of the PS and related deliverables for the License Term of the related Product and for the Services Subscription Term for the related Services, as the case may be, unless terminated earlier in accordance with this Agreement.

3. Learning Services. The terms of the learning services are set out on Caseware's website at www.caseware.com/legal, as may be updated from time to time.

4.  PS Warranty

4.1 Warranty.  For a period of thirty (30) days from the completion of the PS, it will be warranted that the PS will be performed in a professional manner using qualified and experienced personnel familiar with the Caseware Products and Services.  Any warranty claims must be reported in writing to Caseware within such time period.

4.2  Exceptions.  The foregoing warranty shall not apply where any change, additional, deletion or other modification was made to the PS work performed by Caseware or related deliverables, except as specifically authorized in writing by Caseware.

4.3 Remedies. Caseware's sole responsibility for a valid warranty claim of the warranty provided in this Section 4 shall be to use commercially reasonable efforts to promptly cure such breach; provided, that, if Caseware cannot cure such breach within a reasonable time but not more than thirty (30) days of Customer’s written notice of such breach, Customer may, at its option, terminate the Order Form and Caseware shall refund a pro rated amount of Fees related to the applicable PS which gave rise to the warranty breach.

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Version: 3.0
Last Updated: January 2026

1. Caseware’s Commitment to Privacy

Caseware International Inc., together with its affiliates and subsidiaries (collectively “Caseware”, “we”, “us” or “our”) has developed this Privacy Statement (this “Statement”) to describe Caseware’s policies and practices with respect to Personal Data we receive from (i) current and potential customers, (ii) visitors to our cloud platforms, www.caseware.com, caseware.com/uk and related Caseware webpages (collectively the “Website”), (iii) employment candidates and/or (iv) other individuals (collectively “you”, or “your”). For the purposes of this Statement, “Personal Data” refers to any information relating to an identified or identifiable natural person, and shall also mean all “Personal Information” as defined in the California Privacy Rights Act (“CRPA“).

We will review this Statement on a regular basis to ensure it (i) aligns with our privacy practices and (ii) remains compliant with applicable law. In the event we update and/or amend this Statement in a material way, we will publish a notice on the Website.

If you have any questions about this Statement or Caseware’s privacy practices, please contact us at:

Global Privacy Office

Caseware International Inc.

351 King Street East, Suite 1100

Toronto Ontario M5A 2W4 Canada

Data Protection Officer/Chief Privacy Officer

Anouschka van de Graaf

Email: privacy@caseware.com

2. Personal Data We Collect & Purposes for Collection

From time to time, we will collect from you Personal Data when you (i) use our products, services or request technical support from us, (ii) register or attend an event that Caseware is hosting or participating in, (iii) access or download content from our Website (such as whitepapers), (iv) use our Website to apply for a job at Caseware, and (v) otherwise communicate with us via email, in person or through our Website.

The types of Personal Data collected may include the following:

• last name, first name – the purpose of which is to identify you;
• contact information such as telephone number address, or email address – the purpose of which is to communicate with you;
• education and professional history, professional certifications, contacts for background checks, and other relevant information – the purpose of which is to support your job application for consideration of employment at Caseware; and/or
• IT usage data (e.g., cookies, user ID, passwords, roles, geolocation data) as applicable – the purpose of which is to provide you access to our products and services, including access to our Website, MyCaseware and other technical support portals made available by Caseware.

Our products and services are intended for business use, and we do not expect them to be of any interest to minors. We do not intentionally collect any personal information of consumers below the age of 16. By providing your Personal Data to us, you are indicating you agree and consent that we may collect, use, disclose and process your Personal Data in accordance with this Statement. If you do not agree with the terms set out in this Statement, we request that you do not provide any Personal Data to us. Please note that certain services, such as a request for information about our products or access to our Website, may only be able to be provided to you if you provide us with your Personal Data. In addition, Caseware may use anonymized information regarding usage of Caseware products and services for the purpose of making additions, adjustments, or modifications to our products and services.

3. Cookies

When you visit our Website, we may use “cookies”, web beacons, tags, JavaScript and similar technologies to automatically collect Personal Data from your computing or mobile devices as you navigate our Website. This Personal Data may include IP address, device and application identification numbers, geolocation, browser type, Internet service provider and/or mobile carrier, the pages and files viewed, searches, operating system and system configuration information and date/time stamps associated with your usage.

Cookies are small files that could be saved on your computer to track, save and store information about you when you use our Website. Sometimes we use third party cookies (such as Google Analytics and HubSpot). We use this information to (i) support the functioning of our Website, (ii) understand usage of the Website, (iii) determine browsing preferences to improve site behaviour, (iv) improve your website experience by providing you with a tailored experience within the Website, including custom marketing advertisements, (v) provide secure log-in, and/or (vi) to show you geographically relevant content.

The types of cookies used on the Websites include the following:

1. ‍Strictly Necessary Cookies: These cookies are essential in supporting the functionality and operation of the Website. Strictly necessary cookies on our site include cookies that allow you to access the secure area of our website. If users block or disable these cookies, parts of the website may not work or become inaccessible.‍
2. Performance Cookies: These cookies gather statistical data to measure the performance of the Website and to provide a better user experience. Examples of performance cookies include tracking which pages are most visited and monitoring page load speeds. Performance cookies collect data anonymously, meaning they do not collect identifiable information on visitors. While performance cookies are typically first party session and persistent cookies, sometimes we also use cookies to enable us to monitor Website usage and traffic, conduct market research and improve site functionality.‍
3. Functional Cookies: These cookies enable the Website to remember your preferences and provide enhanced user functionality and personalization. Examples of functional cookies include remembering your settings such as region and language preferences or allowing you to watch videos on Website. Functional cookies include first party and third party persistent or session cookies.‍
4. Advertising & Targeting Cookies: These cookies (including tracking tags) track user activity on Website and are designed to gather information from you to provide targeted adverts based on relevant topics and interests on other sites on other websites. Examples of advertising and targeting cookies include social media cookies that display ads to users on social media platforms. Advertising and targeting cookies are typically authorized third party persistent cookies. These cookies do not collect personal information, rather, they gather data based on uniquely identifying your browser and internet device to build user profiles from site visitors.

When you access the Website, a pop-up cookie banner will appear. You may select to opt-out of our use of cookies when you visit the Website by changing the cookie settings through your browser.

Additionally, web beacons may be used in email communications to you. Web beacons record visits to a particular web page or viewing of a particular email. For example, Caseware may place web beacons in marketing emails that notify us when a link in an email directs the visitor to the Website. Such technologies are used to operate and improve the Website and email communications.

4. How We Share Personal Data

We do not sell the personal information of consumers. We share Personal Data with our service providers for the purposes set out in this Statement, including but not limited to assisting us to provide you Caseware products and services or consider you for employment at Caseware. For example, Caseware uses (i) ‘Amazon Web Services’ to securely store Personal Data belonging to our customers and (ii) ‘Lever’ to help us coordinate your employment application with us. Our service providers are obligated, through contractual clauses, to use the Personal Data we transfer to them exclusively for the purpose of providing their services and to protect it at the same high level we do.

Exceptionally, we may be required to disclose Personal Data to comply with applicable laws, regulations, court orders, subpoenas or other legal process or investigation, with or without your consent. In any case, we ensure the disclosure is allowed or required by law and we will not disclose more information than is required.

5. Where Personal Data is Stored

Caseware is a Canadian company, however, we have customers (both actual and potential), employees, service providers, resellers/distributors, partners, and job candidates across the world. In order to operate our business on a global scale, we may be required to process and transfer Personal Data outside of your state, province, or country, including to the United States of America. Further, through our service providers, Personal Data may also be stored on servers located throughout the world.

With respect to customer data in our products and services, which may include Personal Data, at the time of subscribing to such products and services, customers will be advised as to the geographic server that will host Personal Data and will be given an opportunity to consent thereto prior to Personal Data of Customer being stored with any such data hosting provider.

Where Personal Data is transferred or stored across borders, we take steps to protect and safeguard it, including ensuring it is transferred in accordance with applicable law. For example, if you are in Europe, the UK, or Switzerland, Caseware’s Data Processing Agreement will apply to you. Also, when we send your Personal Data to Canada it is protected under Canadian law, which the European Commission has deemed to provide an adequate level of protection for any Personal Data transferred. If your Personal Data is then transferred to our service providers outside of Canada, this information is transferred and protected by contractual terms and conditions that are comparable to those provided in the European Commission’s Standard Contractual Clauses (SCCs).

6. How We Protect Personal Data

Caseware protects the security and confidentiality of Personal Data transferred to us using reasonable and industry standard security measures against unauthorized access, modification, and disclosure according to its level of sensitivity. For example, we generally store Personal Data on secure servers that are encrypted and limited on the basis of ‘need to know’, where applicable. Unfortunately, the risk of cyberattacks and data breaches always remains. If Caseware discovers or is advised of an incident where Personal Data is lost, stolen, accessed, used, disclosed, copied, modified or disposed of by unauthorized persons or in an unauthorized manner, we will advise you as soon as we can and comply with all applicable legal requirements.

To increase the level of security of Personal Data on our systems, you are encouraged not to share your password or other forms of authentication to the Website, products or services with another person. If you become aware of any misuse of your login credential, immediately change your password and notify us through the customer portal on the Website or by emailing us at privacy@caseware.com.

7. How Long We Retain Personal Data

Caseware retains Personal Data for only as long as necessary to fulfill the purposes for which it is provided. For example, if you provide us with your Personal Data for us to consider you for employment with Caseware and you are hired, the Personal Data becomes part of your personnel file. If you are not hired, we retain the Personal Data for one (1) year after completion of the recruitment process unless you ask us to delete it earlier.

Exceptionally, we may be required to retain Personal Data for longer to comply with our legal obligations, resolve disputes, and enforce agreements with Caseware.

8. Your Individual Privacy Rights

You may access and/or update your Personal Data with Caseware (including but not limited to requesting us to return, remove, or make corrections to it) or exercise any other right available to you as a ‘data subject’ under applicable privacy laws by contacting us at privacy@caseware.com.

To protect your Personal Data, we may need to verify your identity before assisting with your request, such as verifying that the information used to contact us matches the information that we have on file, provided we are not prohibited to do so by law, for example if doing so would disclose Personal Data about another individual.

If you use an authorized agent to exercise a right on your behalf, for example, where a job applicant uses an agent to request access to information relating to their application, you must provide the authorized agent written permission to do so. We may deny the request if the authorized agent does not submit sufficient proof that they have been authorized by you to act on your behalf.

If we are able to verify your identity, we will provide you a response to your request within 30 days. If we need an extension to fulfill your request, we will also let you know.

If you are not satisfied with our response either to your request to exercise your individual rights or to your complaint about the protection of Personal Data at Caseware, you have the right to lodge a complaint with the data protection or privacy authority where you reside.

California Privacy Rights

As a California resident, you may be able to exercise the following rights in relation to the Personal Information about you that we have collected (subject to certain limitations at law):

• The right to know any or all of the following information relating to your Personal Information that we have collected and disclosed in the last 12 months (upon verification of your identity):
  
  • The specific pieces of Personal Information we have collected about you;
  • The categories of Personal Information we have collected about you;
  • The categories of sources of the Personal Information;
  • The categories of Personal Information that we have disclosed to third parties for a business purpose, and the categories of recipients to whom this information was disclosed;
  • The categories of Personal Information we have sold and the categories of third parties to whom the information was sold; and
    
  • The business or commercial purposes for collecting or selling the Personal Information.
• The right to request deletion of Personal Information we have collected from you, subject to certain exceptions.
• The right to opt-out of Personal Information sales to third parties now or in the future. However, we do not sell your Personal Information.
• You also have the right to be free of discrimination for exercising these rights.

Please note that if exercising these rights limits our ability to process Personal Information (such as a deletion request), we may no longer be able to provide you with our products and services or engage with you in the same manner.

9. How to Exercise Your Rights

To exercise your right to know and/or your right to deletion, please submit a request by contacting us at privacy@caseware.com.

We will need to verify your identity before processing your request. In order to verify your identity, we will generally require sufficient information from you so that we can match it to the information we maintain about you in our systems. Sometimes we may need additional personal information from you to be able to identify you.

We may decline a request to exercise the right to know and/or right to deletion, particularly where we cannot verify your identity or locate your information in our systems or as permitted by law.

You may choose to designate an authorized agent to make a request under the CCPA on your behalf. No information will be disclosed until the authorized agent’s authority has been reviewed and verified. Once an authorized agent has submitted a request, we may require additional information (i.e., written authorization from you) to confirm the authorized agent’s authority.

If you are an employee/former employee of a Caseware client that uses our application and services, please direct your requests and/or questions directly to your employer/former employer.

If you are a third party (auditor, business associate, etc.), who was given access to the Caseware product or service by a Caseware client, please direct your requests and/or questions directly to the Caseware client that gave you access.

Caseware Cloud continually undergoes independent security audits to reinforce our commitment to data security, privacy, and compliance controls. Independent auditors examine our entire Information Security Management System (ISMS) to verify our service delivery, operations and management of the Caseware Cloud platform to ensure it conforms to industry standards. These certifications demonstrate Caseware Cloud’s international commitment to security and quality.

ISO 27001:2022

Independent auditing company, ControlCase International, confirms that Caseware Cloud meets the requirements given in ISO 27001 and that its ISMS is in alignment with best practices. This certification is independent of Amazon Web Services (AWS), which has its own ISO 27001 certification for its data centers, infrastructure and operations. ISO 27001:2022 is a widely recognized international standard that places requirements on how an ISMS identifies, analyzes and addresses information risks, and how the organization stays ahead of changes in threats and mitigates their possible business impacts. The certificate is here.

SOC 2® Type 2

AICPA, the world’s largest member association representing the accounting profession, affirms that Caseware Cloud ISMS meets the Trust Services Criteria for SOC 2®.

AICPA SOC 2® for Service Organizations are examination engagements performed by a service auditor. These reports focus on one or multiple Trust Services categories – security, availability, processing integrity, confidentiality, or privacy using predefined criteria.

Caseware International has successfully obtained SOC 2 Type 2 certification, which can be accessed here.

Type 2

SOC 2 Type 2, a report on management’s description of the service organization’s system and the suitability of the design and operating effectiveness of the controls.

1. PURPOSE AND SCOPE

Caseware International Inc. and its subsidiaries and affiliates (collectively, “Caseware”) are committed to conducting business in a lawful, ethical, and responsible manner. Caseware seeks to work with suppliers that share similar values and standards.

This Supplier Code of Conduct (the “Code”) describes principles and standards that Caseware encourages its suppliers, vendors, contractors, consultants, agents, resellers, distributors, and other third parties (collectively, “Suppliers”) to follow when conducting business with or on behalf of Caseware.
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This Code applies to Suppliers and, where appropriate, their employees, officers, directors, agents, and subcontractors involved in providing goods or services to Caseware.
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This Code sets out Caseware’s expectations of all Caseware Suppliers and does not impose additional legal obligations on Caseware.
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In addition, Suppliers are encouraged to conduct themselves in a manner consistent with the ethical principles reflected in Caseware’s Code of Conduct.

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2. COMPLIANCE WITH LAWS AND REGULATIONS

Suppliers are expected to comply with all applicable local, provincial/state, national, and international laws, regulations, and industry standards in the jurisdiction in which they operate. This includes laws relating to employment, labour standards, occupational health and safety, anti-corruption, competition, data protection and privacy, environmental protection, and trade controls.

Where local laws are less restrictive than this Code, you are encouraged to comply with the Code, even if your conduct would otherwise be legal. If local laws are more restrictive than the Code, you must always, at a minimum, comply with those laws.Supplier Code of Conduct

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3. ETHICAL BUSINESS CONDUCT

3.1 Integrity and Fair Dealing

Suppliers are expected to conduct business in good faith and with integrity. Dealings with Caseware, customers, competitors, and public authorities should be conducted honestly and transparently.

3.2 Anti-Bribery and Anti-Corruption

Suppliers are expected to comply with applicable anti-bribery and anti-corruption laws, including, where applicable, the Canadian Corruption of Foreign Public Officials Act, the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act.
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Suppliers should not engage in bribery, corruption, or other improper business practices in connection with Caseware business.

3.3 Fair Competition and Anti-Trust

Dealings with competitors, customers, and third parties should be conducted fairly and in good faith.

Suppliers ought to conduct business in compliance with applicable competition and antitrust laws. Suppliers should avoid anti-competitive practices, including price fixing, bid rigging, market allocation, or the improper exchange of competitively

3.4 Trade Controls, Sanctions and Export Compliance

Suppliers should not engage in transactions or activities in connection with Caseware business that would cause Caseware or the Supplier to violate applicable trade or sanctions laws.

Suppliers ought to comply with all applicable trade control, customs, export, re-export, import, and economic sanctions laws and regulations in the jurisdictions in which they operate, including those relating to restricted or denied parties, embargoed countries, and prohibited end uses.

3.5 Conflict of Interest

Suppliers are encouraged to avoid situations that may present an actual or perceived conflict of interest in their dealings with Caseware. Where actual or potential conflict exists, Suppliers should resolve the conflict and promptly disclose the matter to Caseware.
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3.6 Gifts, Hospitality, and Business Courtesies

Caseware prohibits any gifts, hospitality, business courtesies, money, or anything similar, directly or indirectly to a government official or employee of a state-owned enterprise, or to the spouse, significant other, child, or other relative of any such person, for the purpose of influencing or rewarding an action or decision of the government or public sector employee or official or to gain any improper advantage for Caseware.
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Suppliers should not offer, promise, or provide gifts, hospitality, entertainment, or other business courtesies that are intended, or could reasonably be perceived, to improperly influence a business decision, create a conflict of interest, or obtain an improper advantage in connection with Caseware business.
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Suppliers should also avoid offering gifts, hospitality, or business courtesies to Caseware employees, officers, or representatives where such items could reasonably be perceived as influencing business judgment or creating an improper advantage.
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Reasonable, lawful hospitality aligned with Caseware policies is acceptable.

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4. HUMAN RIGHTS AND LABOUR PRACTICES

Caseware supports respect for internationally recognized human rights principles, including those reflected in the United Nations Universal Declaration of Human Rights and the International Labour Organization (ILO) core conventions. Nothing in this Code is intended to require Suppliers to take actions that are inconsistent

with local law, nor to interfere with lawful employer-employee relationships.

4.1 Forced and Child Labour

Suppliers are expected to comply with applicable laws relating to forced labour, child labour, and human trafficking. Suppliers should not knowingly engage in practices involving forced, bonded, or child labour.

4.2 Modern Slavery and Forced Labour Transparency

In accordance with applicable legislation, including Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act, the United Kingdom’s Modern Slavery Act, and Australia’s Modern Slavery Act, Caseware may request certain information from Suppliers regarding their policies, processes, or risk management practices relating to forced labour and child labour. Any such requests are intended for transparency and reporting purposes only.

4.3 Fair Wages and Working Hours

Suppliers are expected to comply with applicable wage, benefits, and working hour laws in the jurisdictions in which they operate.

4.4 Non-Discrimination and Respectful Workplace

Suppliers are encouraged to provide workplaces free from unlawful discrimination or harassment and to make employment-related decisions based on lawful, job-related criteria.

4.5 Freedom of Association

Suppliers are encouraged to respect the rights of workers to lawfully associate, organize, and engage in collective bargaining, consistent with applicable laws and regulations in the jurisdiction in which they operate.

4.6 Health, Safety and Working Conditions

Suppliers are expected to comply with applicable occupational health and safety laws and to take reasonable measures to provide safe and healthy working conditions for their workers.

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5. INFORMATION SECURITY, PRIVACY AND DATA PROTECTION

5.1 Security Standards

Suppliers that access, process, or handle Caseware confidential information or personal data are expected to comply with applicable privacy and data protection laws and with any contractual data protection obligations agreed with Caseware.

Suppliers should implement reasonable administrative, technical, and physical safeguards designed to protect information against unauthorized access, use, or disclosure.
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These practices should be proportionate to the nature of the services provided and aligned with applicable laws, regulations, and contractual obligations.

‍5.2 Responsible Use of AI

Where Suppliers develop, deploy, or use artificial intelligence, machine learning, or automated decision-making systems in connection with Caseware business, Suppliers are encouraged to do so in a responsible, lawful, and ethical manner.

Suppliers are to:

• Use Caseware data or information within AI systems only as authorized;

• Implement appropriate human oversight for material decisions that may significantly affect individuals;

• Avoid uses of AI that result in unlawful discrimination or harm; and

• Use AI systems in compliance with applicable laws and regulations;

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6. INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

Suppliers should use Caseware intellectual property and information solely for authorized purposes related to Caseware business and should not misuse, disclose, copy, or infringe upon such rights except as permitted by applicable law or agreement.

Suppliers are expected to respect and protect Caseware’s intellectual property, confidential information, and proprietary assets, as well as the intellectual property rights of third parties.

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7. ENVIRONMENTAL RESPONSIBILITY

Suppliers are encouraged to comply with applicable environmental laws and regulations and to operate in a manner that seeks to minimize environmental impact, where practicable.

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8. SUBCONTRACTING AND SUPPLY CHAIN PRACTICES

Where Suppliers engage subcontractors or third parties in connection with Caseware business, Suppliers are encouraged to take reasonable steps to promote awareness of this Code and applicable legal requirements.

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9. FINANCIAL INTEGRITY AND RECORDKEEPING

Suppliers are expected to maintain accurate business records in accordance with applicable laws and standard business practices. Records related to Caseware business should not be knowingly falsified or misleading.

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10. BUSINESS CONTINUITY AND RESILIENCE

Suppliers that provide critical services or support key business operations for Caseware are encouraged to maintain reasonable business continuity and disaster recovery practices appropriate to the nature of the services provided.Supplier Code of Conduct

Suppliers are encouraged to take reasonable steps to minimize disruptions to Caseware business and to notify Caseware, where appropriate, of material disruptions that may affect the delivery of goods or services.

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11. RAISING CONCERNS AND NON-RETALIATION

Suppliers are encouraged to promptly raise concerns regarding potential violations of applicable laws, regulations, or ethical standards related to Caseware business.

Concerns may be raised through the Supplier’s internal reporting channels or, where appropriate, by contacting Caseware using reporting mechanisms made available by Caseware from time to time.

Suppliers should avoid retaliation against any individual who, in good faith, raises a concern, reports suspected misconduct, or participates in an investigation relating to Caseware business.

Retaliation may include, but is not limited to, termination, demotion, harassment, discrimination, or any other adverse action taken because an individual raised a concern or participated in a review in good faith.

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12. MONITORING AND ASSESSMENTS

Caseware may, from time to time and where appropriate, request information or certifications from Suppliers to support compliance, risk management, or regulatory reporting.

Any such activities will be subject to applicable legislation and contractual arrangements.

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13. RELATIONSHIP AND REMEDIES

Nothing in this Code limits or modifies Caseware’s rights or remedies under applicable law or under any agreement between Caseware and a Supplier.

Caseware reserves the right to take appropriate action in accordance with applicable contracts and legislation.

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14. SUPPLIER ACKNOWLEDGEMENT

Suppliers are encouraged to acknowledge review of this Code in a manner agreed between the parties. Serious or repeated violations of this Code may affect the

Supplier’s relationship with Caseware, including the exercise of rights or remedies available to Caseware under any applicable agreement and applicable legislation.

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Version: 3.0
Last Updated: July 2023

1. Caseware’s Updated Terms of Use

Caseware International Inc., together with its affiliates and subsidiaries (collectively “Caseware”, “we”, “us” or “our”) has updated these Terms of Use (“TOU”) to describe the terms and conditions that govern your use of www.caseware.com and related Caseware web pages (collectively this “Website”).

Caseware offers many other licensed products and services for purchase (collectively the “Caseware Offerings”). Your use of the Caseware Offerings is governed by a separate agreement that you and the entity you represent (“you” or “yours”) have executed with Caseware.

By using and/or visiting the Website you agree to the following terms.

2. Description of the Website

Through your access to the Website, Caseware will also provide you with access to a variety of resources, including documents (such as white papers, press releases, datasheets and FAQs), developer tools, download areas, Communication Services (as defined below) and product information (collectively “Site Services”). Your use of the Site Services is also subject to the terms and conditions set out in this TOU.

3. Personal & Non-Commercial Use Limitation

Unless otherwise specified, access to the Website and the Website Services are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any portion of the Website and/or Site Services.

4. Privacy & Protection of Personal Information

See Caseware’s Privacy Statement on www.caseware.com for information relating to the collection and use of your personal information (as defined therein).

5. Use of Site Services

Permission to use the Site Services is granted, provided that (i) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (ii) no portion of the Site Services will be copied or posted on any network computer or broadcast in any media, and (iii) no modifications to any of the Site Services is made.

6. Warranty & Limitation of Liability

ACCESS TO THE WEBSITE AND SITE SERVICES IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE WEBSITE AND THE SITE SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

IN NO EVENT SHALL CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR PERFORMANCE OF THE WEBSITE AND SITE SERVICES.

THE SITE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE SITE SERVICES. CASEWARE AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME WITHOUT ANY PRIOR NOTICE TO YOU.

7. Member Account, Password, & Security

If any portion of the Website or Site Services requires you to register for an account, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You may also need to choose a password and a username. You are entirely responsible for maintaining the confidentiality of your password and account. You are also entirely responsible for any and all activities that occur under your account. You agree to notify Caseware immediately of any unauthorized use of your account or any other breach of security. Caseware will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge; however, you could be held liable for losses incurred by Caseware or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

8. No Unlawful or Prohibited Use

As a condition of your permitted use of the Website and Site Services, you will not use the Website or Site Services for any purpose that is unlawful or prohibited by these TOU. You may not use the Website or Site Services in any manner that could damage, disable, overburden, or impair any Caseware server, or the network(s) connected to any Caseware server, or interfere with any other party’s use and enjoyment of any Website or Site Services. You may also not attempt to gain unauthorized access to the Website or Site Services, other accounts, computer systems or networks connected to any Caseware server or to the Website, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Website and/or Site Services.

9. Communication Services

The Website and Site Services may contain e-mail services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others (each a “Communication Service” and collectively “Communication Services”). You agree to use the Communication Site Services only to post, send and receive messages and material that are proper and, when applicable, related to the Communication Service.

By way of example, and not as a limitation, you agree that when using the Communication Services, you will not:

• Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
• Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
• Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
• Use any material or information, including images or photographs, which are made available through the Communication Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;
• Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages;
• Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
• Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
• Restrict or inhibit any other user from using and enjoying the Communication Services;
• Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service;
• Harvest or otherwise collect information about others, including e-mail addresses;
• Violate any applicable laws or regulations;
• Create a false identity for the purpose of misleading others; and/or
• Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Services or other user or usage information or any portion thereof.

Caseware has no obligation to monitor the Communication Services; however, Caseware reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. Caseware reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

Caseware reserves the right at all times to disclose any information related to the Communication Services as Caseware deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Caseware’s sole discretion.

Caseware does not control or endorse the content, messages or information found in any Communication Services and, therefore, Caseware specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Services.

Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.

10. Links To Third Party Sites

There may be links on the Website which let you leave Caseware’s Website to access other sites or information. These linked sites are not under the control of Caseware and Caseware is not responsible for the contents of any linked site, or any link contained in a linked site, or any changes or updates to such sites. Caseware is also not responsible for webcasting, or any other form of transmission received from any linked site.

Caseware is providing these links to you only as a convenience, and the inclusion of any link does not imply any form of endorsement by Caseware.

11. Unsolicited Idea Submission Policy

Caseware does not accept or consider unsolicited feedback, ideas, including ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, samples, demos, or other works. The sole purpose of this is to avoid potential misunderstandings or disputes when Caseware’s products or marketing strategies might seem similar to ideas submitted to Caseware.

12. Questions & Comments

If you have any questions or comments regarding these TOU, please contact us at:
Caseware International Inc.
351 King Street East, Suite 1100
Toronto, ON
M5A 2W4 Canada
Legal@caseware.com

13. COPYRIGHT NOTICE

The Website is owned and operated by Caseware. Elements of the Website and Site Services are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from any Caseware Web site may be copied or retransmitted unless expressly permitted by Caseware.

© 2023 Caseware International Inc.
All rights reserved.