Employee Application Terms & Conditions

These Terms and Conditions ("Terms") govern access to and use of the employee application, portal, platform, website, mobile application and related services (collectively, the "App") provided by Kayana and/or Kayana for Business and its affiliates ("Company", "we", "us" or "our").

By accessing or using the App, you acknowledge that you have read, understood and agree to be bound by these Terms.

1. PURPOSE

The App is provided solely for legitimate business, employment, operational, administrative, compliance, communication, workforce management, training and related corporate purposes.

Access to and use of the App may be a condition of employment, engagement or authorised association with the Company where permitted by applicable law.

2. ELIGIBILITY AND AUTHORISED USE

You may access and use the App only:

a. during your employment or authorised engagement with the applicable Company;

b. in accordance with these Terms, Company policies and applicable laws; and

c. using credentials assigned specifically to you.

You shall not:

• share, disclose or permit use of your login credentials by any third party;
• access information, systems or records for which you are not authorised;
• misuse, interfere with, disrupt or impair the App or related systems;
• upload, transmit or store unlawful, offensive, discriminatory, harassing, defamatory, fraudulent or infringing material;
• introduce malware, viruses or malicious code;
• use the App for personal commercial purposes;
• reverse engineer, decompile, copy, modify, distribute or create derivative works from the App except where prohibited from restricting such rights by law.

3. ACCEPTABLE USE POLICY

The App shall only be used professionally, responsibly and in accordance with Company policies.

Without limitation, users shall not:

• engage in unlawful conduct;
• transmit confidential information to unauthorised persons;
• use the App to harass, intimidate or discriminate against any person;
• circumvent security measures;
• access inappropriate or prohibited content;
• misuse messaging, collaboration or communication features; or
• use the App in a manner likely to damage the Company's reputation, operations or legal interests.

Breaches may result in suspension of access, disciplinary action, termination of employment and/or legal proceedings.

4. COMPANY PROPERTY AND INTELLECTUAL PROPERTY

The App, including all software, technology, content, designs, workflows, databases, documentation, trademarks, branding, reports, analytics and intellectual property rights therein, remain the exclusive property of the Company or its licensors.

No rights, title or interest are granted to users other than the limited right to use the App in accordance with these Terms.

5. COMPANY DATA AND BUSINESS RECORDS

All information, communications, documents, files, work product, reports, records and data created, submitted, uploaded, processed, stored or transmitted through the App in connection with Company business shall constitute Company property to the fullest extent permitted by law.

Users shall ensure all information submitted through the App is accurate, complete and up to date.

6. EMPLOYEE PRIVACY NOTICE

The Company is committed to processing personal data fairly, lawfully and transparently.

Personal data may be collected and processed for purposes including:

• recruitment and onboarding;
• workforce administration;
• payroll and benefits administration;
• time and task management;
• attendance and leave management;
• performance management;
• training and development;
• compliance monitoring;
• information security;
• fraud prevention;
• investigations;
• legal and regulatory obligations;
• business continuity; and
• legitimate business operations.

Processing shall be undertaken in accordance with applicable data protection laws, including where relevant:

• UK GDPR and the Data Protection Act 2018;
• EU General Data Protection Regulation (GDPR);
• India's Digital Personal Data Protection Act, 2023;
• UAE Federal Decree-Law No. 45 of 2021 concerning Personal Data Protection;
• applicable United States federal and state privacy laws;
• Canada's PIPEDA and applicable provincial privacy legislation; and
• Australia's Privacy Act 1988 and associated regulations.

Where required by law, supplementary privacy notices, consents, acknowledgements and transfer mechanisms shall apply.

7. MONITORING AND ELECTRONIC COMMUNICATIONS

To the extent permitted by law, the Company reserves the right to monitor, access, review, record, analyse, retrieve and disclose information relating to use of the App, Company systems, Company devices and business communications for legitimate purposes including:

• security monitoring;
• regulatory compliance;
• misconduct investigations;
• quality assurance;
• fraud prevention;
• business continuity; and
• protection of Company assets and interests.

Users should have no expectation of privacy regarding Company information or business communications processed through the App, subject always to applicable law.

8. BRING YOUR OWN DEVICE (BYOD)

Where access is permitted through a personal device:

• users shall maintain appropriate security controls;
• the Company may require installation of security software or mobile device management tools;
• Company data must remain segregated and protected;
• users shall immediately report loss, theft or compromise of a device; and
• the Company may remotely restrict, remove or wipe Company data where necessary to protect legitimate business interests and where permitted by law.

9. CONFIDENTIALITY

Users shall maintain strict confidentiality in respect of all confidential, proprietary, commercially sensitive, technical, financial, employee, customer and business information obtained through the App.

Such obligations survive termination of employment, engagement and App access.

10. ARTIFICIAL INTELLIGENCE AND AUTOMATED TOOLS

Users shall not upload confidential, personal, proprietary or regulated information into external artificial intelligence tools, machine learning platforms or generative AI systems unless expressly authorised by the Company.

Any authorised use of AI tools must comply with Company policies, applicable laws and information security requirements.

11. SECURITY OBLIGATIONS

Users shall:

• comply with all information security policies;
• protect authentication credentials;
• immediately report suspected security incidents;
• cooperate with security investigations; and
• refrain from circumventing technical safeguards.

12. THIRD-PARTY SERVICES

The App may utilise third-party service providers, cloud infrastructure, software integrations and communication tools.

The Company shall not be responsible for interruptions, failures or delays caused by third-party providers except to the extent liability cannot lawfully be excluded.

13. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

a. your use of the App will comply with applicable laws and Company policies;

b. information provided by you is accurate and not misleading;

c. you possess all necessary authority to provide submitted information;

d. your actions will not infringe the rights of any third party; and

e. you will not knowingly introduce security risks or malicious code.

14. DISCLAIMER OF WARRANTIES

To the fullest extent permitted by law, the App is provided on an "as is" and "as available" basis.

The Company disclaims all warranties, representations and conditions, whether express, implied or statutory, including any warranty of merchantability, satisfactory quality, fitness for purpose, non-infringement, availability, reliability, accuracy or uninterrupted operation.

15. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, the Company, its affiliates, officers, directors, employees, agents, contractors and licensors shall not be liable for any:

• indirect loss;
• consequential loss;
• loss of profits;
• loss of business opportunity;
• loss of goodwill;
• loss of anticipated savings;
• loss of data; or
• punitive or exemplary damages.

Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited by law.

16. INDEMNITY

To the fullest extent permitted by law, you shall indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, successors and assigns from and against all claims, liabilities, losses, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising from:

• breach of these Terms;
• breach of Company policies;
• unlawful conduct;
• misuse of the App;
• unauthorised disclosure of confidential information;
• infringement of intellectual property rights; or
• violation of applicable laws or regulations.

17. AUDIT AND INVESTIGATION RIGHTS

The Company reserves the right to investigate suspected misconduct, policy breaches, unlawful activity, security incidents or regulatory concerns relating to use of the App.

Users shall reasonably co-operate with such investigations.

18. SUSPENSION AND TERMINATION

The Company may suspend, restrict or terminate access to the App immediately and without prior notice where reasonably necessary for:

• security;
• compliance;
• operational requirements;
• misconduct;
• legal obligations;
• business continuity; or
• termination of employment or engagement.

19. FORCE MAJEURE

The Company shall not be liable for any failure, delay, interruption or degradation in performance arising from events beyond its reasonable control, including:

acts of God, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, cyberattack, denial-of-service attack, telecommunications failures, internet outages, utility failures, governmental actions, labour disputes, supplier failures or cloud service interruptions.

20. CROSS-BORDER DATA TRANSFERS

The Company may transfer, store and process personal data across jurisdictions where reasonably necessary for business operations.

Such transfers shall be subject to appropriate safeguards required by applicable law, including standard contractual clauses, data transfer agreements or equivalent legal mechanisms where required.

21. EQUITABLE RELIEF

Users acknowledge that unauthorised disclosure of confidential information, misuse of Company systems or infringement of intellectual property rights may cause irreparable harm.

The Company shall be entitled to seek injunctive relief, specific performance and other equitable remedies in addition to any other rights or remedies available at law.

22. COMPLIANCE WITH LAWS

Users shall comply with all applicable laws and regulations, including those relating to:

• anti-bribery and anti-corruption;
• sanctions and export controls;
• data protection and privacy;
• cybersecurity;
• competition law;
• employment obligations; and
• workplace conduct.

23. CHANGES TO THESE TERMS

The Company may amend these Terms from time to time.

Updated versions shall become effective upon publication or notification unless otherwise required by applicable law.

Continued use of the App constitutes acceptance of the revised Terms.

24. DISPUTE RESOLUTION AND GOVERNING LAW

United Kingdom

These Terms shall be governed by the laws of England and Wales. The courts of London shall have exclusive jurisdiction except where mandatory law provides otherwise.

European Union

For employees located within the European Union, disputes shall be governed by the laws applicable to the employing entity and subject to mandatory employee protection provisions of the relevant Member State with courts of Ireland having exclusive jurisdiction.

India

These Terms shall be governed by the laws of India. Courts located in Mumbai, India shall have exclusive jurisdiction. The Company may elect to refer disputes to arbitration under the Arbitration and Conciliation Act, 1996.

United Arab Emirates

These Terms shall be governed by the laws of the United Arab Emirates. Courts located in Dubai shall have exclusive jurisdiction. The Company may elect arbitration in accordance with applicable UAE arbitration laws.

United States

These Terms shall be governed by the laws of the State of New York, excluding conflict of laws principles. The Company may require confidential and binding arbitration to the extent permitted by law.

Canada

These Terms shall be governed by the laws of the applicable province and the federal laws of Canada. The Company may require mediation and arbitration where legally permissible. Failure of either party to reach a mutual agreement, courts of Toronto will have the exclusive jurisdiction for the settlement of disputes.

Australia

These Terms shall be governed by the laws of the applicable State or Territory and the Commonwealth of Australia. The Company may require mediation and arbitration where legally permissible. Failure of either party to reach a mutual agreement, courts of Toronto will have the exclusive jurisdiction for the settlement of disputes.

Nothing in this clause shall prevent the Company from seeking urgent injunctive or equitable relief in any court of competent jurisdiction.

25. SEVERABILITY

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.

26. ENTIRE AGREEMENT

These Terms, together with the Company's Privacy Notice, Acceptable Use Policy, Information Security Policy, Employee Handbook, Code of Conduct and related policies, constitute the entire agreement governing use of the App.

27. ACKNOWLEDGEMENT

By accessing or using the App, you acknowledge that you have read, understood and agree to comply with these Terms and all related Company policies.

SCHEDULE A

COUNTRY-SPECIFIC MANDATORY RIGHTS AND SAVINGS CLAUSE

1. PURPOSE (COUNTRY-SPECIFIC MANDATORY RIGHTS AND SAVINGS…)

This Schedule forms part of the Employee Application Terms and Conditions ("Terms").

The purpose of this Schedule is to ensure that the Terms are interpreted and applied in a manner consistent with mandatory laws applicable in the jurisdiction in which the employee, worker, contractor or authorised user is employed, engaged or located.

In the event of any inconsistency between the Terms and any mandatory provision of applicable law, the mandatory provision shall prevail solely to the extent required by law and the remainder of the Terms shall remain valid and enforceable.

2. GENERAL SAVINGS CLAUSE

Nothing in the Terms shall:

a. waive, restrict or exclude any statutory employment, labour, human rights, privacy, whistleblowing, health and safety, discrimination, collective bargaining or worker protection rights that cannot lawfully be waived;

b. prevent an employee from exercising any legally protected right or remedy;

c. limit any right to make disclosures protected by applicable whistleblower laws;

d. prohibit lawful reporting of misconduct, discrimination, harassment, corruption, fraud, regulatory breaches or criminal activity to competent authorities;

e. restrict any right relating to trade union membership, works council participation or collective representation where protected by law; or

f. authorise monitoring, surveillance, processing or transfer of personal data in a manner prohibited by applicable law.

3. UNITED KINGDOM

For employees located in the United Kingdom:

a. Nothing in the Terms shall limit rights arising under the Employment Rights Act 1996, Equality Act 2010, Data Protection Act 2018, UK GDPR, Human Rights Act 1998, Public Interest Disclosure Act 1998 or other mandatory legislation.

b. Monitoring and processing of personal data shall be carried out only to the extent lawful, proportionate and necessary for legitimate business purposes.

c. Employees retain all statutory whistleblowing protections.

d. Any limitation of liability shall be interpreted subject to applicable UK law.

4. EUROPEAN UNION AND EUROPEAN ECONOMIC AREA

For employees located within the European Union or European Economic Area:

a. Nothing in the Terms shall limit rights arising under applicable Member State employment laws, collective bargaining arrangements, works council rights or mandatory labour protections.

b. Personal data processing shall comply with the General Data Protection Regulation (EU) 2016/679 ("GDPR") and applicable local implementing legislation.

c. Cross-border transfers of personal data shall be undertaken only where a lawful transfer mechanism exists.

d. Employees shall retain all rights relating to access, rectification, erasure, restriction, objection and data portability where applicable.

e. Any monitoring of employees shall be proportionate, transparent and conducted in accordance with applicable law.

5. INDIA

For employees located in India:

a. Nothing in the Terms shall limit rights arising under applicable labour laws, employment laws or social security legislation.

b. Personal data processing shall be undertaken in accordance with the Digital Personal Data Protection Act, 2023 and any associated rules and regulations.

c. The Company shall implement reasonable security safeguards for personal data and Company information.

d. Any dispute resolution provisions shall be interpreted in a manner consistent with applicable Indian law.

6. UNITED ARAB EMIRATES

For employees located in the United Arab Emirates:

a. Nothing in the Terms shall limit rights arising under applicable UAE labour laws or mandatory employee protections.

b. Personal data processing shall comply with applicable UAE privacy and data protection laws.

c. Monitoring and information security measures shall be implemented in accordance with applicable legal requirements and legitimate business needs.

d. Mandatory rights granted under UAE law shall prevail over any inconsistent provision of the Terms.

7. UNITED STATES

For employees located in the United States:

a. Nothing in the Terms shall limit rights protected under applicable federal, state or local employment laws.

b. Nothing in the Terms shall prohibit employees from engaging in legally protected activities, including activities protected by labour relations laws, whistleblower protections or anti-retaliation statutes.

c. Any arbitration provision shall apply only to the extent enforceable under applicable law.

d. Any monitoring or collection of personal information shall be conducted in accordance with applicable privacy laws.

8. CANADA

For employees located in Canada:

a. Nothing in the Terms shall limit rights arising under applicable federal or provincial employment standards legislation, human rights legislation or privacy laws.

b. Personal information shall be processed in accordance with PIPEDA and any applicable provincial legislation.

c. Employees retain all statutory protections relating to workplace rights, privacy and whistleblowing.

d. Any limitation of liability or dispute resolution clause shall be interpreted subject to mandatory Canadian legal requirements.

9. AUSTRALIA

For employees located in Australia:

a. Nothing in the Terms shall limit rights arising under the Fair Work Act 2009, Privacy Act 1988, anti-discrimination legislation or other mandatory laws.

b. Employees retain all workplace rights and protections against adverse action, discrimination, harassment and retaliation.

c. Personal information shall be handled in accordance with applicable privacy legislation and the Australian Privacy Principles.

d. Any limitation of liability shall apply only to the extent permitted by law.

10. DATA PROTECTION AND CROSS-BORDER TRANSFERS

Where personal data is transferred internationally, the Company shall implement appropriate safeguards required under applicable laws, including where relevant:

• Standard Contractual Clauses (SCCs);
• UK International Data Transfer Agreements (IDTA);
• adequacy decisions;
• contractual safeguards;
• technical and organisational security measures; and
• other legally recognised transfer mechanisms.

11. WHISTLEBLOWING AND PROTECTED DISCLOSURES

Nothing in the Terms, confidentiality obligations or Company policies shall prohibit any individual from:

a. reporting suspected unlawful conduct;

b. making protected disclosures;

c. co-operating with regulators, law enforcement agencies or governmental authorities; or

d. exercising rights protected by applicable whistleblower legislation.

12. INTERPRETATION

The Terms shall be interpreted to achieve the maximum enforceability permitted by applicable law whilst preserving the Company's legitimate business interests, intellectual property rights, confidentiality rights, information security requirements and operational requirements.

Where a provision is unenforceable in a particular jurisdiction, it shall be modified and enforced to the greatest extent permitted by law without affecting the enforceability of the remaining provisions.

13. ORDER OF PRECEDENCE

In the event of conflict:

1. Mandatory applicable law shall prevail.
2. This Schedule shall prevail over the Terms to the extent necessary to comply with mandatory law.
3. The remaining provisions of the Terms shall continue in full force and effect.

By continuing to access or use the App, the user acknowledges and agrees that the Terms and this Schedule shall be read together as a single agreement.