Terms of Use

Last updated: April 18, 2026.

The following terms and conditions govern all use of minsh.com website and all content, services and products available at or through the website (the "Site"), including our web service and mobile applications (collectively, the "Service"). The Service is owned and operated by Minsh Sàrl ("Minsh", "we" or "us"), a company based in Vucherens, Switzerland. The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy) and procedures that may be published from time to time on the Site by Minsh.

Please read this Agreement carefully before accessing or using the Service. By subscribing or by making an online payment for any part of our Service, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, you must not access or use any of our services. If these terms and conditions are considered an offer by Minsh, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 16 years old.

1.1 Your Minsh App and Site

The Service allows you to order, customize, brand and publish an application on either or all of the following platforms: Android and iOS as a downloadable mobile application, and on the web as a web application (collectively, a "Minsh App"). If you order a Minsh App on the Service, you are responsible for maintaining the security of your account on the Minsh App, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Minsh App. You must not describe or assign keywords to your Minsh App in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. Minsh may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Minsh's liability. You must immediately notify Minsh of any unauthorized uses of your Minsh App, your account or any other breaches of security. Minsh will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

1.2 Responsibility of Contributors

If you operate a Minsh App, post material to the Service, post links on the Service, or otherwise make (or allow any third party to make) material available by means of the Service (any such material, "Content") or other services, you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio or video file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (1) received permission from your employer to post or make available the Content, including but not limited to any software, or (2) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to the Minsh App users (The "End-Users") any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not pornographic, libelous or defamatory, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
• your Minsh App is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;
• your Minsh App is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Minsh App's URL or name is not the name of a person other than yourself or company other than your own; and
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so or otherwise.

By submitting Content to Minsh for inclusion on any services or applications provided by Minsh, you grant Minsh a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your Minsh App. If you delete Content, Minsh will use reasonable efforts to remove it from the Service, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Minsh has the right (though not the obligation) to, in Minsh's sole discretion (1) refuse or remove any content that, in Minsh's reasonable opinion, violates any Minsh policy or is in any way harmful or objectionable, or (2) terminate or deny access to and use of the Service to any individual or entity for any reason, in Minsh's sole discretion. Minsh will have no obligation to provide a refund of any amounts previously paid.

1.3 Monthly Subscriptions

Minsh offers certain subscription plans on a monthly billing basis, as described on the pricing page published on the Site or in an applicable order form. For monthly subscriptions, the Customer must first pay the applicable setup fee for the selected plan. Following payment of the setup fee, Minsh will build and make available a web version of the Minsh App for configuration and testing within the scope of the selected plan for a period of up to thirty (30) days.

At the end of that period, or earlier at Customer's request, the Customer must pay the first monthly subscription fee in order to keep the Minsh App active. If the first monthly subscription fee is not paid, Minsh may suspend or delete the web version of the Minsh App and discontinue the setup process. Publication of the Minsh App to the Apple App Store, Google Play, or any other marketplace will only occur after the applicable subscription fee has been paid and the Customer has provided all required access, credentials, approvals, and cooperation necessary for publication, including access to the applicable developer accounts where required.

Once the monthly subscription begins, subscription fees are billed in advance and automatically renew until explicitly cancelled. Cancellation and refund rights are governed by Section 1.5 (Renewal Cancellation and Refunds). Setup fees are non-refundable in all circumstances.

If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, Minsh will credit your account or payment method for the appropriate amount. Minsh may suspend or terminate access to the Service in the event of a chargeback or payment dispute relating to a valid and undisputed charge. Any past due fees, chargeback-related costs, and other outstanding amounts remain payable and may be referred for collection where permitted by applicable law. If Minsh terminates your account or Minsh App because of a violation of these Terms, Minsh will not refund any portion of fees already paid. Refunds are not applicable on rejection of your mobile application from any app store or marketplace.

1.4 Annual Subscriptions

Minsh offers certain subscription plans on an annual billing basis, as described on the pricing page published on the Site or in an applicable order form. For Venture and Enterprise plans purchased on an annual basis, no setup fee applies and the annual subscription fee is payable at the time of purchase. Following payment, Minsh will build and make available a web version of the Minsh App for configuration and testing within the scope of the selected plan.

For Venture and Enterprise annual plans, the annual subscription term begins on the earlier of (i) the date the Minsh App is published to the applicable app stores, or (ii) thirty (30) days after the web version of the Minsh App is delivered to the Customer. For Starter plans purchased on an annual basis, the Customer must first pay the applicable setup fee. Minsh will then build and make available a web version of the Minsh App for configuration and testing for a period of up to thirty (30) days. At the end of that period, or earlier at Customer's request, the Customer must pay the annual subscription fee in order to keep the Minsh App active. If the annual subscription fee is not paid, Minsh may suspend or delete the web version of the Minsh App and discontinue the setup process.

Publication of the Minsh App to the Apple App Store, Google Play, or any other marketplace will only occur after the applicable subscription fee has been paid and the Customer has provided all required access, credentials, approvals, and cooperation necessary for publication, including access to the applicable developer accounts where required.

Annual subscription fees are billed in advance and automatically renew until explicitly cancelled. Cancellation and refund rights are governed by Section 1.5 (Renewal Cancellation and Refunds). Setup fees are non-refundable in all circumstances.

1.5 Cancellation and Refunds

Your subscription will renew automatically on each monthly or annual renewal date until you cancel. Renewal rates are subject to change, and we will notify you in advance of any change. You may cancel at any time by contacting us at team@minsh.net.

If you cancel within five (5) days of a subscription payment (whether an initial subscription payment or an automatic renewal payment), Minsh will refund that subscription fee in full. If you cancel more than five (5) days after a subscription payment, the cancellation takes effect at the end of the then-current billing period, and no refund will be issued for the unused portion of that period.

Setup fees, where applicable, are non-refundable in all circumstances, including where a refund of subscription fees is otherwise provided under this Section 1.5.

Except as expressly stated in this Section 1.5 or as required by applicable law, subscription fees and setup fees are non-refundable.

1.6 Demo Apps

Minsh may provide demo applications for evaluation purposes, including a "Minsh Premium" demo reflecting one possible configuration of a Venture or Enterprise plan, and a "Minsh Starter" demo reflecting one possible configuration of a Starter plan (collectively, the "Minsh Demo Apps"). The Minsh Demo Apps are provided solely for evaluation purposes and may not reflect all features, configurations, or customizations available under a paid plan. No credit card information is collected to access or test the Minsh Demo Apps. Charges will only be applied after the explicit purchase of a paid plan or other paid Service.

1.7 Custom Mobile Apps Development

Payments for custom App design and development projects are made to us in increments as a courtesy to the client. Once a payment or deposit is made, it is non-refundable. If a project is cancelled or postponed, Minsh retains all monies paid and if applicable, a fee for all work completed beyond what was already paid for shall be paid by the client.

1.8 Content Posted on Other Services

We have not reviewed, and cannot review, all of the material, including computer software, made available through the services and webpages to which Minsh.com and Minsh Apps link, and that link to Minsh.com or Minsh Apps. Minsh doesn't have any control over those non-Minsh services and webpages, and is not responsible for their contents or their use. By linking to a non-Minsh website, webpage, or mobile app, Minsh does not represent or imply that it endorses such website, webpage, or mobile app. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Minsh disclaims any responsibility for any harm resulting from your use of non-Minsh websites, web pages, and mobile apps.

1.9 Copyright Infringement

As Minsh asks others to respect its intellectual property rights, it respects the intellectual property rights of others too. If you believe that material located on or linked to by Minsh.com or any Minsh App violates your copyright, you are encouraged to notify Minsh. Minsh will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Minsh or others, Minsh may, in its discretion, terminate or deny access to and use of the Service. In the case of such termination, Minsh will have no obligation to provide a refund of any amounts previously paid to Minsh.
Intellectual Property. This Agreement does not transfer from Minsh to you any Minsh or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Minsh. Minsh.com, the Minsh logo, and all other trademarks, service marks, graphics and logos used in connection with Minsh.com, or the Service are trademarks or registered trademarks of Minsh's licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Minsh or third-party trademarks.

1.10 Changes

Minsh reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Minsh may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources and modification as well as termination of released features). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

1.11 Termination

Subject to any minimum notice period required by applicable law, Minsh may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Minsh App (if you have one), you may simply discontinue using the Service. Minsh can terminate the Service immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Minsh does not store or process payment card information directly. All payment transactions are handled by third-party payment providers such as Stripe or PayPal and are subject to their respective terms and privacy policies.

1.12 Chargebacks

If we receive a chargeback or payment dispute (i.e. Stripe or PayPal dispute) from a credit card company or bank, your service and/or project may be suspended without notice. A US$100 chargeback fee (issued to recover fees passed on to us by the credit company), plus any outstanding balances accrued as a result of the chargeback(s), must be paid in full before service is restored, files delivered, or any further work is performed. Instead of issuing a chargeback, please contact us to address any billing issues. Requesting a chargeback or opening a PayPal or Stripe dispute for a valid and undisputed charge may constitute a breach of this Agreement, and Minsh reserves the right to suspend or terminate access to the Service and to take appropriate action to recover any outstanding amounts.

1.13 Disclaimer of Warranties

The Service is provided "as is". Minsh and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Minsh nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Service at your own discretion and risk.

1.14 Limitation of Liability

You expressly understand and agree that Minsh shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Minsh has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Service; (v) any bugs arising in the Minsh App; (vi) corruption of application, hacking attacks, security of the Minsh App or any other matter relating to the Service; or (vii) any rejection of your Minsh App from any mobile application store or marketplace.

In any event, and to the maximum extent permitted by applicable law, Minsh's total cumulative liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability or any other theory of liability, shall not exceed the total fees paid by you to Minsh under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.

Minsh shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing limitations shall not apply to the extent prohibited by applicable law.

1.15 General Representation and Warranty

You represent and warrant that (i) your use of the Service will be in strict accordance with the Minsh Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.

1.16 Indemnification

You agree to indemnify and hold harmless Minsh, its contractors, and its licensors, and their respective directors, officers, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; or (iv) any claim that your Content caused damage to a third party; or (v) any rejection of your mobile application from any mobile application store or marketplace, for any reason whatsoever. This defense and indemnification obligation will survive these Terms and your use of the Service.

1.17 Minsh Apps

As part of the Service, Minsh offers the possibility to submit the Minsh App and its updates for you on some app stores and marketplaces. Minsh does not endorse and does not review Minsh Apps before submitting them and accepts no responsibility whatsoever in connection with or arising therefrom. Minsh Apps created through the Site are not necessarily reviewed by Minsh prior to posting it on any App store or website and does not necessarily reflect the opinions or policies of Minsh. If at any time Minsh chooses, in its sole discretion, to monitor the submissions to app stores and marketplaces, Minsh nonetheless assumes no responsibility for Minsh Apps, no obligation to modify or remove any inappropriate or inaccurate Minsh Apps, and no responsibility for the conduct of the user ordering the submission of a Minsh App. Minsh makes no warranties, express or implied, as to the suitability, accuracy or reliability of any Content and other materials on a Minsh App. Nonetheless, Administrator reserves the right to refrain from submitting a Minsh App and to edit, restrict or remove any Minsh App for any reason at any time. You agree that Administrator shall accept no liability if we prevent, in our sole discretion, your Minsh App from being submitted, or we edit, restrict or remove it. You also agree to permit any other user of this Site and any third-party website on which your Minsh App may be included, to access, view, store and reproduce the material for such user's personal use.

1.18 Third-Party Services & Third-Party Application Providers

Minsh Apps utilize multiple Third-Party services including but not limited to Google Maps, MaxMind, Bitly, AWS, and others. You acknowledge that the license to each Third-Party Service that you obtain, is a binding agreement between you and the Application Provider. For Third-Party Apps, you acknowledge that (i) you are acquiring the license to each Third-Party App from the Application Provider; (ii) Minsh is not acting as agent for the Application Provider in providing each such Third-Party App to you; and (iii) Minsh is not a party to the license between you and the Application Provider with respect to that Third-Party App. The Application Provider of each Third-Party App is solely responsible for that Third-Party App, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Third-Party App. In the case of Third-Party Apps, the License Fee is set at the sole discretion of the Third-Party Application Provider and Minsh does not collect the License Fee on behalf of the Third-Party Application Provider, you will have to pay this directly to the Third-Party Application Provider. The Licensor may change the License Fee at any time.

1.19 Beta Features

Minsh sometimes releases beta features. We release these beta features to collect feedback on their implementation so that we can improve them. We value any feedback on these beta features, as it enables us to provide you with the best possible product. The availability of beta features will be documented in the release notes for every specific release. Other documentation will be available through the Minsh support section. Please consult the release notes and the documentation on how to enable and use these beta features.

Please take note of the following limitations regarding beta features:

• Beta features may be incomplete; future releases may include more functionality to complete the features
• Beta features may change in future releases, depending on the feedbacks
• Even though we aim for backwards compatibility, Minsh can't guarantee backwards compatibility between monthly releases for beta features
• Beta features are not covered by any SLA
• We value feedback, including tickets describing problems with beta features, but these tickets will be handled on a case by case basis at Minsh's sole discretion
• We cannot guarantee timely fixes for any problems you encounter with beta features
• Beta features should not be used for production applications
• Beta features may contain bugs, which could potentially lead to data corruption

1.20 Children's Personal Information

Minsh does not knowingly collect any personal information from children under the age of 16. If you are under the age of 16, please do not submit any personal information through our Websites or Apps. We encourage parents and legal guardians to monitor their children's Internet usage and to help enforce this Policy by instructing their children never to provide personal information through the Websites or Apps without their permission. If you have reason to believe that a child under the age of 16 has provided personal information to us through the Websites or Services, please contact us at team@minsh.net, and we will use commercially reasonable efforts to delete that information.

1.21 Data Ownership Rights

You Own the Minsh App, Minsh App data (Content) and retain copyright and any other rights you already hold in the Minsh App that you create, customize, post, transmit or display on, or through, the Service, including any intellectual property rights which subsist in that Minsh App and your users' Content, and you are responsible for protecting those rights. However, we reserve rights to lock your Minsh App to prevent further editing or updating, in case your subscription is cancelled.

1.22 Legal Issues & Jurisdiction

This agreement shall be governed by the laws of Switzerland. In the event that any dispute should arise under this agreement, the parties agree to waive all jurisdictional and venue objections and to have all such disputes submitted to and heard before the Courts of Lausanne, Switzerland. In the event of non-payment by Customer, Minsh may, in addition to its other rights and remedies under this Agreement, suspend or terminate access to the Service and pursue collection of any unpaid amounts then due. You agree to pay all costs and expenses, including but not limited to, reasonable attorney fees and court costs, for the collection and/or enforcement of any obligation under this Agreement, whether or not a lawsuit or arbitration is commenced.

1.23 Security and Data Processing

Minsh implements reasonable technical and organizational measures designed to protect data against unauthorized access, loss, or alteration. However, the Customer acknowledges that no system can be guaranteed to be completely secure, and Minsh does not warrant that the Service will be free from security breaches, interruptions, or unauthorized access.

The Service is provided using infrastructure operated by third-party providers. Customer acknowledges that certain security controls, including infrastructure security, network protection, and encryption in transit, rely on such providers.

Minsh processes Personal Data on behalf of the Customer, who acts as the data controller. The Customer is solely responsible for determining the categories of data processed through the Service and for ensuring that such processing complies with applicable data protection laws.

DATA PROCESSING ADDENDUM

(EU GDPR, UK GDPR, Swiss FADP & Australian Privacy Principles)

(Rev. April 2026)

This Data Processing Addendum ("DPA") forms part of the Master Subscription Agreement or other written or electronic agreement between Minsh Sàrl ("Minsh", "we" or "us") and Customer for the purchase of online services (including associated Minsh offline or mobile components) from Minsh (identified either as "Services" or otherwise in the applicable agreement, and hereinafter defined as "Services") (the "Agreement") to reflect the parties' agreement with regard to the Processing of Personal Data.

By agreeing to the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Affiliates, if and to the extent Minsh processes Personal Data for which such Affiliates qualify as the Controller. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Minsh may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

HOW THIS DPA APPLIES

If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. In such case, the Minsh entity that is party to the Agreement is party to this DPA.

If the Customer entity signing this DPA has executed an Order Form with Minsh or its Affiliate pursuant to the Agreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms, and the Minsh entity that is party to such Order Form is party to this DPA.

If the Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity that is a party to the Agreement execute this DPA.

This DPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in Customer's Agreement (including any existing data processing addendum to the Agreement).

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity

"Controller" means the entity, which determines the purposes and means of the Processing of Personal Data.

"Customer Data" means what is defined in the Agreement as "Customer Data." or "Your Data."

"Data Protection Laws and Regulations" means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including, without limitation: (i) Regulation (EU) 2016/679 (the "EU GDPR") and any national implementing laws of the European Union, the European Economic Area and their member states; (ii) the United Kingdom General Data Protection Regulation as incorporated into UK law by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the "UK GDPR") and the UK Data Protection Act 2018; (iii) the Swiss Federal Act on Data Protection of 25 September 2020, together with its implementing Ordinance on Data Protection (the "Swiss FADP"); and (iv) the Australian Privacy Act 1988 (Cth), including the Australian Privacy Principles scheduled thereto (the "Australian Privacy Act"), in each case as amended, replaced or supplemented from time to time, and together with any binding guidance issued by the competent supervisory or regulatory authorities under such laws.

"Data Subject" means the individual to whom Personal Data relates.

"Minsh" means the Minsh entity which is a party to this DPA, as specified in the section "HOW THIS DPA APPLIES" above, Minsh Sàrl, a company based in Vucherens, Switzerland.

"Minsh Group" means Minsh and its Affiliates engaged in the Processing of Personal Data.

"GDPR" means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

"Personal Data" means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

"Processing" means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

"Processor" means the entity which Processes Personal Data on behalf of the Controller.

"Terms of Use" means the Terms of Use available at https://minsh.com/terms_clients.html.

"Sub-processor" means any Processor engaged by Minsh, by a member of the Minsh Group or by another Sub-processor.

"Supervisory Authority" means any independent public authority or regulator competent under applicable Data Protection Laws and Regulations, including: (i) any supervisory authority established by an EU Member State pursuant to the EU GDPR; (ii) the UK Information Commissioner's Office ("ICO") under the UK GDPR; (iii) the Swiss Federal Data Protection and Information Commissioner ("FDPIC") under the Swiss FADP; and (iv) the Office of the Australian Information Commissioner ("OAIC") under the Australian Privacy Act.

2. PROCESSING OF PERSONAL DATA

2.1    Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Minsh is a Processor and that Minsh or members of the Minsh Group will engage Sub-processors pursuant to clause 5 "Sub-processors" below.

2.2    Customer's Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer's instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

2.3    Minsh's Processing of Personal Data. Minsh shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer's instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
Customer is responsible for handling Data Subject Requests as the data controller. Minsh provides reasonable assistance where required in accordance with applicable data protection laws.

2.4    Details of the Processing. The subject-matter of Processing of Personal Data by Minsh is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing) to this DPA.

3. RIGHTS OF DATA SUBJECTS

3.1    Data Subject Requests. Minsh shall, to the extent legally permitted, promptly notify Customer if Minsh receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure ("right to be forgotten"), data portability, object to the Processing, or its right not to be subject to an automated individual decision making ("Data Subject Request"). Taking into account the nature of the Processing, Minsh shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer's obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Minsh shall upon Customer's request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Minsh is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Minsh's provision of such assistance.

4. MINSH PERSONNEL

4.1    Confidentiality. Minsh shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, are informed of their responsibilities regarding the protection of Personal Data and have executed written confidentiality agreements. Minsh shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2    Reliability. Minsh shall take commercially reasonable steps to ensure the reliability of any Minsh personnel engaged in the Processing of Personal Data.

4.3    Limitation of Access. Minsh shall ensure that Minsh's access to Personal Data is limited to those personnel who require such access to perform the Agreement.

4.4    Data Protection Officer. Minsh has determined that it is not required to appoint a Data Protection Officer under Article 37 of the EU GDPR or the equivalent provisions of the UK GDPR, the Swiss FADP, or the Australian Privacy Act. Minsh will reassess this determination from time to time as required by applicable Data Protection Laws and Regulations. Customer is solely responsible for appointing its own Data Protection Officer or equivalent role where required under applicable Data Protection Laws and Regulations.

5. SUB-PROCESSORS

5.1    Appointment of Sub-processors. Customer acknowledges and agrees that (a) Minsh's Affiliates may be retained as Sub-processors; and (b) Minsh and Minsh's Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Minsh or a Minsh Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the services provided by such Sub-processor.

5.2    List of Current Sub-processors and Notification of New Sub-processors. Minsh maintains a current list of Sub-processors in Schedule 1 to this DPA. Before engaging any new Sub-processor, Minsh shall update Schedule 1 and shall notify Customer of the intended change by email sent to the billing or administrative contact designated by Customer in its Minsh account, at least ten (10) business days before the new Sub-processor begins Processing Personal Data, thereby giving Customer the opportunity to object in accordance with Clause 5.3. Customer is responsible for keeping its designated contact details up to date in its Minsh account.

5.3    Objection Right for New Sub-processors. Customer may object on reasonable grounds relating to data protection to Minsh's use of a new Sub-processor by notifying Minsh in writing within ten (10) business days after receipt of the notification described in Clause 5.2. In the event Customer objects, Minsh will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer's configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Minsh is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Minsh without the use of the objected-to new Sub-processor, by providing written notice to Minsh. Minsh will refund to Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4    Sub-processor Agreements. The parties agree that Minsh will provide the copies of the Sub-processor agreements only upon reasonable request by Customer.

5.5    Liability. Minsh shall be liable for the acts and omissions of its Sub-processors to the same extent Minsh would be liable if performing the services of each Sub-processor directly under the terms of this DPA, save as otherwise set forth in the Agreement.

6. SECURITY

6.1    Controls for the Protection of Personal Data. Minsh implements administrative, technical, and organizational measures designed to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
These measures include, among others:
• access controls restricting data access to authorized personnel
• encryption of data in transit using HTTPS (TLS)
• use of secure infrastructure provided by established cloud service providers
Such measures are implemented at a level appropriate to the nature and scale of the Services.

6.2    Audit Rights. Minsh shall make available to Customer, upon reasonable written request, the information necessary to demonstrate compliance with Minsh's obligations under this DPA and, where applicable, Article 28 of the GDPR. Upon at least thirty (30) days' prior written notice, and not more than once in any twelve (12) month period (except where otherwise required following a Customer Data Incident or by a Supervisory Authority), Customer, or an independent third-party auditor mandated by Customer and reasonably acceptable to Minsh and bound by written confidentiality obligations, may conduct an audit of Minsh's compliance with this DPA. Audits shall be conducted during normal business hours, in a manner that does not unreasonably interfere with Minsh's operations, and at Customer's expense. Minsh may satisfy its obligations under this Clause 6.2 by providing written responses to reasonable audit questionnaires or by making available attestations, certifications, or third-party audit reports where such reports exist. The parties shall agree in advance on the scope, timing, and duration of any audit.

7. SECURITY BREACH MANAGEMENT AND NOTIFICATION

7.1    Notification. Minsh maintains processes for handling security incidents and shall notify Customer without undue delay after becoming aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Minsh or its Sub-processors (a "Customer Data Incident").

7.2    Assistance. Taking into account the nature of the Processing and the information available to Minsh, Minsh shall provide Customer with reasonable assistance necessary for Customer to comply with its own obligations under applicable Data Protection Laws and Regulations in relation to a Customer Data Incident, including any notification obligations to Supervisory Authorities and affected Data Subjects.

7.3    Remediation. Minsh shall make reasonable endeavors to identify the cause of any Customer Data Incident and take those steps as Minsh deems necessary and reasonable in order to remediate the cause to the extent the remediation is within Minsh's reasonable control.

7.4    Exclusions. The obligations in this Clause 7 shall not apply to incidents that are caused by Customer or Customer's Users.

8. RETURN AND DELETION OF CUSTOMER DATA

Upon termination of the Services, Minsh will, upon request, delete or return Customer Data in accordance with the Agreement and applicable law.
Customer Data deleted from active systems may remain in backup systems for a limited retention period for operational and recovery purposes, after which it is automatically overwritten.

9. AUTHORIZED AFFILIATES

9.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Affiliates, thereby establishing a separate DPA between Minsh and each such Affiliate subject to the provisions of the Agreement, this Clause 9, and Clause 10 below. Each Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Affiliates must comply with the terms and conditions of the Agreement, and Customer shall deem any violation of the terms and conditions of the Agreement by an Affiliate a violation.

9.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Minsh under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Affiliates.

10. LIMITATION OF LIABILITY

Each party's and all of its Affiliates' liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Affiliates and Minsh, whether in contract, tort or under any other theory of liability, is subject to the "Limitation of Liability" clause of the Agreement, and any reference in such clause to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

For the avoidance of doubt, Minsh's and its Affiliates' total liability for all claims from the Customer and all of its Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Affiliate that is a contractual party to any such DPA. Also for the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Schedules thereto.

11. EUROPE-SPECIFIC PROVISIONS

11.1  GDPR.

Minsh processes Personal Data in accordance with applicable data protection laws, including the GDPR where applicable.

11.2  Data Protection Impact Assessment. Minsh shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Clause 11.2, to the extent required under the GDPR.

11.3 Data Transfer. To the extent Personal Data transferred under this DPA originates from the European Union, the European Economic Area, Switzerland, or the United Kingdom and is transferred to a country that does not benefit from an adequacy decision under applicable Data Protection Laws and Regulations, the following transfer mechanisms apply:

(a) the Standard Contractual Clauses adopted by the European Commission in Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (the "EU SCCs") are incorporated by reference into this DPA and shall apply to such transfers, with Module Two (Controller to Processor) applying as between Customer and Minsh, and Module Three (Processor to Processor) applying as between Minsh and its Sub-processors, in each case with the relevant options and details completed in accordance with the Agreement, this DPA, and the nature of the Processing;

(b) transfers originating from the United Kingdom are additionally subject to the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office, which is incorporated by reference;

(c) transfers originating from Switzerland are subject to the EU SCCs as adjusted in accordance with the guidance of the Swiss Federal Data Protection and Information Commissioner, including so that references to the GDPR are read as including the Swiss Federal Act on Data Protection where applicable; and

(d) where the recipient is certified under the EU-US Data Privacy Framework, the UK Extension thereto, or the Swiss-US Data Privacy Framework, as applicable, transfers to that recipient may alternatively rely on such certification for so long as it remains in effect.

Minsh shall implement, and shall require its Sub-processors to implement, appropriate supplementary technical, organizational, and contractual measures where necessary to ensure that transferred Personal Data receives a level of protection essentially equivalent to that required under applicable Data Protection Laws and Regulations. Minsh has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA, to the extent applicable to the nature of the services provided by such Sub-processor.

11.4  Additional Terms for Services offered by Minsh.

11.4.1  Customers covered by the Terms of Use. The Terms of Use and the additional terms specified in this Clause 11.4.1 apply to (i) the legal entity that has executed the Terms of Use as a data exporter and its Affiliates and, (ii) all Affiliates of Customer established within the European Economic Area, Switzerland and the United Kingdom, which have signed Order Forms for the Services offered by Minsh. For the purpose of the Terms of Use and this Clause 11.4, the aforementioned entities shall be deemed "data exporters".

11.4.2 Instructions. This DPA and the Agreement are Customer's complete and final instructions at the time of signature of the Agreement to Minsh for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. The following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Users in their use of the Services offered by Minsh; and (c) Processing to comply with other reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

11.4.3  Appointment of New Sub-processors and List of Current Sub-processors. Customer acknowledges and expressly agrees that (a) Minsh's Affiliates may be retained as Sub-processors; and (b) Minsh and Minsh's Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services offered by Minsh. Minsh shall make available to Customer the current list of Sub-processors in accordance with Clause 5.2 of this DPA.

11.4.4  Notification of New Sub-processors and Objection Right for New Sub-processors. Customer acknowledges and expressly agrees that Minsh may engage new Sub-processors as described in Clauses 5.2 and 5.3 of the DPA.

11.4.5  Copies of Sub-processor Agreements. The parties agree that Minsh will provide the copies of the Sub-processor agreements that have all commercial information only upon request by Customer.

11.4.6 Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules and the Terms of Use, the Terms of Use shall prevail.

11.4.7 Hosting. Customer Data may be hosted on infrastructure located in the European Union or the United States, depending on operational requirements.

12. PARTIES TO THIS DPA

The Section "HOW THIS DPA APPLIES" specifies which Minsh entity is party to this DPA. In addition, Minsh Sàrl is a party to the Terms of Use. Notwithstanding the signatures below of any other Minsh entity, such other Minsh entities are not a party to this DPA or the Terms of Use. Where Minsh is a different legal entity than Minsh Sàrl, Minsh is carrying out the obligations of the data importer as set out in the Terms of Use on behalf of Minsh Sàrl.

13. LEGAL EFFECT

This DPA shall only become legally binding between Customer and Minsh (and Minsh Sàrl, if different) when the parties' authorized signatories have duly executed this Agreement:

List of Schedules Annexed:

• Schedule 1: Sub-processors
• Schedule 2: Details of the Processing