General Terms and Conditions

1. Interpretation and Definitions

The following definitions and rules of interpretation apply in the Agreement for the provision of software services for access to the askporter platform:

2. The Services

Subject to payment of the Charges and the terms and conditions of this Agreement, the Supplier shall provide the Customer with the Services.

3. Rights of Use

3.1.In relation to the Site and as part of the Subscription Services, the Supplier hereby grants to the Customer a non-exclusive, non-transferable licence to allow Authorised Users and End Users to access the Site for the Term provided that:

3.1.1.the Customer adheres, and procures that its Authorised Users and End Users shall adhere to the terms and conditions of this Agreement;

3.1.2.the Customer procures that its Authorised Users and End Users shall accept and adhere to the terms and conditions of the EULA;

3.1.3.the Customer shall be liable for all acts and omissions of any Authorised User and/or End User, and warrants that it shall meet its obligations under Clause 3.1.1;

3.1.4.all Charges are paid on or before the due date for payment set out in the Clause 6.2;

3.1.5.access to the Site for the purpose of receiving the Subscription Services is provided only in accordance with the agreed access detailed in the Order Form; and

3.1.6.the Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Site or Services and notify the Supplier promptly of any such unauthorised access or use.

3.2 Schedule 1 sets out the Supplier’s obligations in relation to the Availability of the Subscription Services (including its obligations to provide the Customer with notice of any Planned Downtime and Unplanned Downtime). The capitalised terms used in this Clause but not defined in these General Terms and Conditions shall have the meanings given to them in Schedule 1.

4. Use of Artificial Intelligence

4.1.The parties agree that:

4.1.1.the AI Technology is an “AI system” as defined in the EU AI Act and is therefore subject in principle to the relevant provisions of the EU AI Act;

4.1.2.the AI Technology is or involves a GPAI Model (as defined in the EU AI Act) without systemic risk and is therefore subject in principle to the relevant provisions of the EU AI Act;

4.1.3.the AI Technology is not intended to be deployed as a high-risk AI system (as defined in the EU AI Act); and

4.1.4.the Supplier is the “provider” of the AI Technology for the purposes of the EU AI Act and subject to the corresponding obligations under the EU AI Act, and

the parties acknowledge and agree that this Agreement is entered into based on the status of the AI Technology as represented by the parties’ statements in this Clause.

4.2.The Customer will not:

4.2.1.make a substantial modification to the AI Technology, including a change that materially alters its intended purpose, design, or performance;

4.2.2.use the AI Technology for any purpose, nor fine-tune, train or otherwise develop it in such a way, that may cause the AI Technology to be deemed a high-risk AI system, or the GPAI Model used to have, or be likely to have, systemic risk, in each case for the purposes of the EU AI Act; and/or

4.2.3.use, or facilitate or allow others to use, the AI Technology for practices prohibited under the EU AI Act.

4.3.The Customer acknowledges and agrees that if it is permitted under this Agreement to deploy the AI Technology using its own Customer Brand, or if causes the AI Technology to be deemed a high-risk AI system for the purposes of the EU AI Act, it shall accordingly be the “provider” of the AI Technology for the purposes of the EU AI Act.

4.4.The parties acknowledge that the AI Technology is made available by the Supplier to the Customer for the sole purpose of exercising its rights under Clause 3.1 and that the Customer may not use the AI Technology for any other purpose without the prior written consent of the Supplier.

4.5.To the extent that the Customer is authorised to make available the AI Technology to any third parties under and in accordance with the terms and conditions of this Agreement, the Customer represents and warrants to the Supplier that it shall ensure the use of the AI Technology by such third parties conforms to the purpose set out in Clause 4.4.

4.6.The Customer shall take reasonable steps to mitigate the risk of Serious Incidents. If either party establishes a causal link between the AI Technology and a Serious Incident, then it shall notify the other party of the Serious Incident as soon as possible. In the event of such a notification, the parties shall cooperate in the performance of necessary investigations, reporting and corrective actions in relation to the Serious Incident and the AI Technology.

4.7.Each party warrants that all appropriate and necessary measures have been taken to ensure, to its best extent, that all its staff and other persons involved:

4.7.1.in the case of the Supplier, in the creation, development and provision of the AI Technology; and

4.7.2.in the case of the Customer, in the deployment and use of the AI Technology,

have a sufficient level of AI literacy in accordance with the requirements of Art 4 of the EU AI Act.

4.8.Each party represents and warrants that it has complied and/or will comply with its transparency obligations set out in Art 50 of the EU AI Act. Without prejudice to the foregoing, the Supplier hereby confirms that:

4.8.1.it has designed and developed the AI Technology so that individuals are informed that they are interacting with the AI Technology unless it is obvious taking into account the circumstances and context of use, as required by Art 50(1) of the EU AI Act; and

4.8.2.the AI Outputs are marked in a machine-readable format and detectable as artificially generated or manipulated, as required by Art 50(2) of the EU AI Act.

5. Customer Obligations

5.1.The Customer shall:

5.1.1.monitor its Authorised Users’ and End Users’ compliance with the EULA;

5.1.2.provide the Supplier with all necessary co-operation and access to such information, documentation and data as may reasonably be required by the Supplier in order to provide the Services;

5.1.3.be responsible for obtaining any necessary import licences, permits, notifications or certifications necessary for the use of the Services. The Customer shall be responsible for any customs duties, clearance charges, taxes and other amounts payable;

5.1.4.comply with all Applicable Laws (as updated and amended from time to time) and maintain all necessary licences, permits, authorisations and consents in connection with this Agreement and its use of the Services;

5.1.5.carry out all other Customer responsibilities and perform all its obligations set out in this Agreement or in any of the Schedules in a timely and efficient manner;

5.1.6.comply with the terms and conditions of any third-party service provider utilised by the Supplier to provide the Services including in particular Twilio's terms of service: https://www.twilio.com/en-us/legal/tos (as such link and terms and conditions may be updated from time to time);

5.1.7.appoint the Customer Representative for the Term to serve as primary contact with the Supplier and inform the Supplier in writing of a change to the Customer Representative;

5.1.8.not make any representation, warranty, guarantee or other commitment or statement relating to the Services (including in relation or connected to features, specifications and capabilities) other than those expressly set out in this Agreement or as agreed in writing between the parties from time to time.

5.2.The Customer warrants that it has secured all rights, licenses, consents, approvals, and authorisations necessary for the Supplier to Process and use in any other way the Customer Materials for the purpose of providing the SaaS Outputs, the Subscription Services and any other Services to the Customer under this Agreement.

5.3.If the Customer becomes aware that an Authorised User’s or End User's use of the Site or Services breaches the EULA, the Customer shall:

5.3.1.immediately report that breach to the Supplier in writing;

5.3.2.remove the relevant offensive or infringing User Content;

5.3.3.suspend the relevant Authorised User’s or End-User’s account and that Authorised User’s or End-User's access to the Site and Services, for so long as the relevant breach remains unremedied without prior notice to the relevant Authorised User or End-User; and

5.3.4.be responsible for any further obligations that the parties may agree to for the Services.

5.4.In relation to the Authorised Users, the Customer undertakes that:

5.4.1.the maximum number of Authorised Users that it authorises to access and use the Subscription Services is the agreed number in the Order Form; and

5.4.2.each Authorised User shall keep a secure password for their use of the Services, such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential.

5.5.The Supplier shall not be held liable for any breach of this Agreement to the extent that such breach is caused in whole or in part by the Customer's failure to perform its obligations under this Clause 5.

6. Charging and invoicing

6.1.The Customer shall pay the Charges set out in the Order Form to the Supplier in accordance with this Clause 6.

6.2.During the first week of each calendar quarter, the Supplier shall prepare and send to the Customer an invoice setting out the Charges incurred during the previous quarter. The Customer shall make payment to the Supplier of each invoice in full and cleared funds within thirty (30) days of the date of the invoice.

6.3.All fees, charges and other payments to be made by the Customer are exclusive of VAT and all other relevant taxes, for which the Customer shall be responsible.

6.4.All Charges shall be charged and paid in the currency stated in each invoice, which shall be agreed between the parties prior to the date of the invoice. If there is no agreement as to a specific currency, then all Charges shall be charged and paid in pounds sterling (£/GBP).

6.5.The Supplier may increase the Charges in accordance with the arrangements set out below:

6.5.1.at any time during the Term, to reflect any increase in costs of third-party software on giving not less than ninety (90) days' prior written notice to the Customer;

6.5.2.in respect of any Renewal Term, provided it gives not less than ninety (90) days' written notice to the Customer, prior to the end of the Initial Term or then-current Renewal Term; and

6.5.3.On ten (10) days’ written notice where the Exchange Rate applied against the calculation of the Charges set out in the Rate Schedule increases.

For the avoidance of doubt, any increase in the amount payable by the Customer to the Supplier during the Initial Term or Renewal Term which is due to increased volumes charged at agreed prices, shall not be considered an increase in Charges for the purpose of this Clause.

6.6.The Customer may at any time during the Term purchase Support Credits. The following terms apply to the purchasing and use of Support Credits:

6.6.1.each Purchase Order for Support Credits shall be in a form substantially similar to the form agreed in any given signed Order Form between the parties and shall constitute an offer to purchase the Support Credits by the Customer subject to the terms and conditions of this Agreement, which the Supplier may accept or reject (in its sole discretion). Any purported terms and conditions of the Customer incorporated in the Purchase Order shall be excluded except as otherwise agreed between the parties;

6.6.2.Support Credits may be paid in full or in equal monthly instalments, in each case as set out in the Purchase Order. Where the Customer elects to make payments via monthly instalments, the Customer acknowledges and accepts that the Purchase Order shall be for the full amount of the Support Credits, and each instalment shall be paid in accordance with the payment terms set out in the Purchase Order, as part satisfaction of the total amounts due;

6.6.3.Support Credits shall not be available to the Customer during the PoC Term. The Customer may purchase Support Credits at any time during the Initial Term (excluding the PoC Term) and any Renewal Term provided that all Support Credits purchased during the Initial Term or Renewal Term are used prior to the expiry of the Initial Term or applicable Renewal Term (unless otherwise agreed in writing). The Customer shall not be entitled to a refund of any Support Credits on termination or expiration of this Agreement;

6.6.4.the Supplier shall report the usage of the Support Credits used for the Additional Support Services to the Customer on a monthly basis, setting out the amount of Support Credits used and the amount of the remaining Support Credits available.

6.7.The Charges are to be paid by the Customer in full and the Customer is not entitled by reason of set-off, counterclaim, abatement or other similar deduction to withhold payment of any amount due to the Supplier.

6.8.If any sum is not paid on or before the due date under this Agreement, the Customer shall pay the Supplier interest on the outstanding amount until payment is received in full and cleared funds at a rate equal to 8% above the Bank of England base rate from time to time in force, whether before or after judgement until the date actual payment is received.

7. Changes to the Services and to this Agreement

7.1.The Supplier shall be entitled to make changes to the Services and Site from time to time, including to update, enhance, replace or discontinue any part of them, for the purposes of:

7.1.1.maintaining or improving the functionality, performance, availability and/or useability of the Site and/or Services;

7.1.2.maintaining or improving the security of the Site and/or Services; or

7.1.3.complying with all Applicable Laws in any relevant jurisdiction,

provided that, in the case changes are made for the purposes set out in Clauses 7.1.1 or 7.1.2, such changes do not materially reduce the overall core functionality of the Services.

7.2.Any changes implemented in accordance with Clause 7.1 shall be notified to the Customer as soon as reasonably practicable.

7.3.Subject to Clause 7.1, nothing in this Agreement requires the Supplier to maintain backwards compatibility, legacy features, or specific workflows.

7.4.The Supplier may update the General Terms and Conditions or the EULA at any time by posting a revised version on its website or platform. Continued use of the services after such changes constitutes acceptance of the revised online terms.

7.5.The Supplier may update or modify the Data Processing Addendum from time to time where necessary to comply with applicable Data Protection Laws, to reflect changes in security measures, or to add new sub-processors. Supplier will provide the Customer with prior notice of any material updates (via email or through the platform). If the Customer objects to any material modification that adversely affects its data protection rights, it may terminate the affected services upon written notice.

8. Audit

Subject to being given at least five (5) Business Days’ prior written notice (or if the Supplier reasonably believes that the Customer has breached a term of this Agreement and the Customer cannot provide evidence of its compliance with the terms of this Agreement or if required by Applicable Laws or a regulator, such shorter notice as is reasonable), the Customer shall permit the Supplier and/or a third party on its behalf access during normal business hours to copies of relevant documents, data and information for the sole purpose of ensuring that the Customer and its Authorised Users and End Users where applicable, are complying with this Agreement including by procuring that Authorised Users and End Users are complying with the EULA. In the event of any non-compliance, the Customer shall rectify the breach within fourteen (14) days of notification by the Supplier (including payment of any unpaid or outstanding Charges).

9. Intellectual property rights

9.1.All Intellectual Property Rights in the Site, Services, Supplier Materials and all other Intellectual Property Rights arising out of the performance of the Supplier's obligations under this Agreement (including through use of the Customer Materials) (“Supplier IPRs”) are, and shall remain, the property of the Supplier or its licensors. The Customer acquires no rights in or to such Supplier IPRs other than those rights expressly granted by this Agreement.

9.2.The Customer shall at the request and expense of the Supplier do and shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that the Supplier may reasonably request to perfect the right, title and interest of the Supplier in the Supplier IPRs.

9.3.The Customer shall promptly report to the Supplier any infringement of the Supplier IPRs that comes to its attention. Without prejudice to the generality of the foregoing, the Customer shall ensure that each Authorised User and End User, prior to use of the Services and the Supplier Materials, is made aware that the Services and the Supplier Materials are proprietary to the Supplier.

9.4.Save where expressly agreed in writing by the parties, the Customer acknowledges and accepts that nothing in this Agreement shall prevent or restrict the Supplier from exploiting and or licensing any of the Supplier IPRs to any third party.

10. Licence to use Customer trademarks and materials

10.1.Subject to Clauses 10.2, 10.3 and Clause 13 below, all Customer Materials supplied or provided by Customer and/or any other Authorised User or End User shall be and shall remain the exclusive property of the Customer or its licensors and the Supplier shall acquire no right, title or interest in or to the same.

10.2.Customer hereby grants a non-exclusive, worldwide, royalty free, non-transferable licence to the Supplier to Process the Customer Materials and the Customer’s Intellectual Property Rights (including the Customer Brand, where applicable) solely, and to the extent necessary, to:

10.2.1.provide the SaaS Outputs, the Subscription Services and any other Services to the Customer under this Agreement;

10.2.2.use the Customer Materials: (i) to train, retrain, tune, validate, modify, update and otherwise improve the AI Features, any AI Technology, the Subscription Services, and any other product or service being developed or offered (to customers or other third parties) by the Supplier from time to time; and (ii) as prompts for any AI Technology; and

10.2.3.monitor the Customer's and its Representatives’, including its Authorised Users’ and End Users’ use of the Subscription Services and any other Services and to collect and use Usage Data as Aggregated Data.

10.3.For clarity, the Supplier shall:

10.3.1.own all right, title and interest (including all Intellectual Property Rights) in and to: (i) any modifications, updates, improvements or prompts made to the AI Features, any AI Technology, the Subscription Services, and any other product or service following use of the Customer Materials in the manner envisaged by Clause 10.2.2 (together, the “Improvements”); and (ii) the Aggregated Data;

10.3.2.have complete discretion to use the Improvements and the Aggregated Data in any way and for any purposes whatsoever; and

10.3.3.neither the Improvements nor the Aggregated Data shall constitute Confidential Information for the purposes of this Agreement.

10.4.The Supplier may sub-license the rights granted under Clause 10.2 to: (a) its Representatives; and (b) any sub-contractors to whom the Supplier subcontracts or delegates its obligations under this Agreement.

10.5.The Customer warrants and represents that the Supplier’s use of the Customer Materials and the Customer’s Intellectual Property Rights will not infringe the Intellectual Property Rights of any third party.

11. Data

11.1.Each party shall comply with their respective obligations set out in the Data Processing Addendum.

11.2.To the extent the Supplier is supplying Data Processing Services (defined in Schedule 2) to customers in the European Union, the provisions set out Schedule 2 of this Agreement shall apply.

12. Confidentiality

12.1.Each party shall keep the other party's Confidential Information confidential and shall not:

12.1.1.use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (“Permitted Purpose”); or

12.1.2.disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this Clause 12.

12.2.A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

12.2.1.it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

12.2.2.at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this Clause 12.

12.3.A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that (to the extent it is legally permitted to do so), it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.4.On termination or expiry of this Agreement, each party shall on request from the other party:

12.4.1.return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

12.4.2.erase all the other party's Confidential Information from its computer systems (to the extent possible); and

12.4.3.certify in writing to the other party that it has complied with the requirements of this Clause, provided that the recipient may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by Applicable Laws or applicable governmental or regulatory authority.

13. Publicity

The Customer hereby agrees that the Supplier may use the Customer’s name, trademarks, logos and brand features, as well as factual descriptions of the services provided, for the Supplier’s marketing, promotional and sales purposes, including but not limited to reference lists, written case studies, presentations, websites, social media, and audiovisual materials (including video case studies), without any further approval, notice or remuneration. This right shall be worldwide, royalty-free and unlimited in time.

14. Warranties

14.1.The Supplier warrants to the Customer that:

14.1.1.it owns or has obtained all necessary rights or licences (as applicable) in and to the Site necessary to grant access to the Site to receive the Subscription Services as set out in this Agreement;

14.1.2.it will provide the Services using reasonable care and skill and in all material respects in accordance with the Service Description.

14.2.The Supplier does not warrant or represent that, other than as required by Applicable Law, it monitors, measures and assesses the AI Features for accuracy and reliability, considering computational-centric measures (for example, false positive and false negative rates), human-artificial intelligence teaming, and external validity (generalisable beyond the training conditions).

14.3.The Customer acknowledges and agrees that the operation and use of the Subscription Services, any other Services, and the SaaS Outputs will require the use of, and may incorporate, Third Party Materials, and that those Third Party Materials are provided "as is" and expressly subject, without limitation, to the disclaimer in Clause 14.6.

14.4.Except as expressly and specifically provided in this Agreement:

14.4.1.the Customer assumes sole responsibility for, and the Supplier (and its Representatives) shall not be liable for, the results obtained from the use of the Supplier Materials, the Subscription Services and any other Services by the Customer, its Authorised Users, End Users and its Representatives, and for conclusions drawn by them from such use;

14.4.2.the Supplier shall have no liability for any losses suffered or incurred by the Customer, its Affiliates or its Representatives (or the Representatives of its Affiliates), its Authorised Users or End Users, where those losses arise (in whole or part) out of: (i) errors or omissions in any Customer Materials, Third Party Materials or any other information, instruction or script provided to the Supplier by or on behalf of the Customer; (ii) any actions taken by the Supplier at the Customer's direction; (iii) use of the Supplier Materials, the Subscription Services and any other Services by Customer or its Authorised Users or its End Users, in breach of this Agreement or, where applicable, the EULA;

14.4.3.the Supplier Materials, the Subscription Services and any other Services are provided to the Customer on an "as is" basis.

14.5.In the event of breach of Clause 14.1.2 by the Supplier, the Supplier shall at its option: (i) repair or replace the impacted Services within a reasonable time; (ii) refund any pre-paid Charges for unused Services which have been adversely impacted as a direct result of the Supplier's breach; or (iii) agree with the Customer an appropriate remedy, such remedy to be actioned within a mutually agreed timeframe and in accordance with all Applicable Laws at the Supplier’s cost.

14.6.The Customer acknowledges that Clause 14.5 sets out the Customer’s sole and exclusive remedy in respect of the Supplier's breach of Clause 14.1.2. Save for the warranties expressly set out in this Agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including: (i) the implied conditions, warranties or other terms as to satisfactory quality or fitness for purpose; and (ii) warranties or other terms as to the legality, reliability, integrity, accuracy and quality of any Third Party Materials.

15. Anti-Bribery

15.1.Both parties shall:

15.1.1.comply with all Applicable Laws relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);

15.1.2.not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

15.1.3.have and maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and shall enforce them where appropriate.

16. Indemnities

16.1.Subject to Clause 16.3 and the cap on liability in Clause 17.1 the Supplier agrees to defend Customer against any third party claim that Customer’s use of the Services or Site in accordance with this Agreement directly infringes a third party's copyright or directly misappropriates a trade secret (but only to the extent such misappropriation is not a result of Customer’s actions) and shall indemnify, defend and hold harmless Customer from the resulting costs and damages finally awarded against the Customer to such third party by a court of competent jurisdiction.

16.2.Subject to Clause 16.3 and the cap on liability in Clause 17.1 the Customer agrees to defend the Supplier against any third party claim that the Supplier’s or its sub-licensees’ use of the Customer Materials and/or the Customer’s Intellectual Property Rights infringes a third party’s Intellectual Property Rights and shall indemnify, defend and hold harmless the Supplier from the resulting costs and damages finally awarded against the Supplier to such third party by a court of competent jurisdiction.

16.3.If any third party makes a claim, or notifies an intention to make a claim against the indemnified party, which may reasonably be considered likely to give rise to a liability under Clauses 16.1 or 16.2 (as applicable) (“Indemnity Claim”), the indemnified party shall:

16.3.1.immediately give written notice of the Indemnity Claim to the indemnifying party, specifying the nature of the Indemnity Claim in reasonable detail;

16.3.2.not make any admission of liability, agreement or compromise in relation to the Indemnity Claim; and

16.3.3.allow the indemnifying party to conduct all negotiations and proceedings and will provide the indemnifying party with such reasonable assistance, documents, records and information as required by the indemnifying party regarding the Indemnity Claim.

16.4.If an Indemnity Claim is made (or the indemnifying party reasonably anticipates an Indemnity Claim is reasonably likely to be made) the indemnifying party may, if applicable, either:

16.4.1.procure for the indemnified party the right to continue using the relevant item which is subject to the Indemnity Claim; and/or

16.4.2.replace or modify the relevant item with non-infringing substitutes.

16.5.Nothing in this Clause shall restrict or limit either party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this Clause 16.

17. Limitation of liability

17.1.Subject to Clauses 17.2 and 17.3, the total aggregate liability of each party to the other in respect of all causes of action arising out of or in connection with this Agreement (whether for breach of contract, strict liability, tort (including negligence), misrepresentation or otherwise) shall not exceed an amount equal to 100% of the Subscription Services Charge paid by the Customer to the Supplier in the twelve (12) months prior to the event giving rise to the liability.

17.2.Subject to Clause 17.3, neither party shall be liable to the other for any loss of profits; loss of anticipated savings; loss of revenue; loss or damage to reputation or goodwill; loss of opportunity; loss or corruption of data (in each case whether direct, indirect, special or consequential) or any other indirect, consequential or special loss or damage.

17.3.Nothing in this Agreement shall limit or exclude either party's liability for

17.3.1.death or personal injury resulting from negligence;

17.3.2.fraud or fraudulent misrepresentation; or

17.3.3.any other liability the exclusion or limitation of which is not permitted by Applicable Law.

18. Commencement and duration

18.1.This Agreement commenced on the Commencement Date and, subject to Clause 19, shall continue for the Initial Term.

18.2.After the expiry of the Initial Term, this Agreement shall automatically renew and continue for the Renewal Term, unless terminated earlier in accordance with Clause 19.

19. Termination and suspension

19.1.Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other prior to the expiry of the PoC Term.

19.2.Provided the Agreement is not terminated in accordance with Clause 19.1, either party may terminate this Agreement by providing ninety (90) days’ written notice to the other prior to the expiry of the Initial Term or any Renewal Term (such notice to take effect on the expiry of the Initial Term or Renewal Term (as applicable)).

19.3.Without prejudice to any rights or remedies that have accrued under this Agreement, during the Term either party may at any time terminate this Agreement (or any part thereof) with immediate effect by giving written notice to the other party if:

19.3.1.the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of twenty (20) Business Days after being notified in writing to do so;

19.3.2.where permitted by law, the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

19.3.3.the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

19.3.4.the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.

19.4.Without prejudice to any rights or remedies that have accrued under this Agreement, during the Term the Supplier may at any time terminate or suspend this Agreement, in whole or in part with immediate effect if:

19.4.1.the Customer is in breach of any Applicable Law;

19.4.2.any undisputed amount due under this Agreement is outstanding for thirty (30) days or more following the applicable due date to make such payment;

19.4.3.in the Supplier's reasonable opinion, the security or integrity of the Site and/or Services has been, or may be, compromised or is otherwise at risk; or

19.4.4.required by a regulatory authority.

19.5.Expiry or termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

19.6.On expiry or termination of this Agreement for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to the Supplier. The Supplier shall submit invoices for any Services that it has supplied, or work completed, but for which no invoice has been submitted (including for reimbursement of Set-up Services Charges, as specified on the Order Form (if applicable)), and the Customer shall pay these invoices in accordance with Clause 6.2.

19.7.Upon termination of this Agreement by the Supplier pursuant to Clauses 19.3, 19.4.1 or 19.4.2, the Customer shall pay the Supplier any third party costs it incurs in connection with the early termination of this Agreement. The Supplier shall act reasonably in connection with incurring such costs and seek to mitigate them as far as possible.

19.8.Clauses 9, 11, 12, 15, 16, 17, 19.5, 19.6, 19.7, 22, 23, 24, 25, and 26 (and any other Clauses that expressly or by implication are intended to come into or continue in force on or after termination or expiry of this Agreement) shall survive expiry or termination of this Agreement.

20. Assignment and novation

20.1.The Customer shall not assign, novate, sub-contract or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of the Supplier (such consent not to be unreasonably withheld or delayed).

20.2.The Supplier may assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement provided it gives written notice of such to the Customer as soon as reasonably practicable after such has occurred.

21. Waiver

Unless expressly stated otherwise in the Agreement, no failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

22. Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

23. Entire agreement

23.1.This Agreement (together with any non-disclosure agreement signed by the parties in respect of the subject matter of this Agreement) constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.

23.2.Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

24. Severance

If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

25. Third-party rights

No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

26. Force majeure

Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event.

27. Notices

27.1.Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by prepaid post (by airmail post if to an address outside the country of posting), or by email to the relevant party at the address set out at the beginning of this Agreement or any other address as either party notifies to the other in writing from time to time.

27.2.A notice shall be deemed to have been received:

27.2.1.if delivered personally, at the time of delivery; or

27.2.2.in the case of pre-paid first-class post, three (3) Business Days (or five (5) Business Days if to an address outside the country of posting) from the date of posting; or

27.2.3.in the case of email, on the day it is sent provided that it is sent during Business Hours. If the email is sent on a day that is not a Business Day or after 5pm on any Business Day, the email will be deemed received at 9am on the following Business Day.

27.3.This Clause shall not apply to any notice given in legal proceedings.

28. Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

29. Governing law and jurisdiction

This Agreement (including non-contractual disputes and claims arising out of or in connection with it) shall be governed by and construed in accordance with English law and each party agrees to submit to the non-exclusive jurisdiction of the courts of England.

Schedule 1 - Service Level Agreement

Service Level Agreement

1. Definitions

1.1.For the purposes of this Service Level Agreement the following terms shall have the meanings given to them below and any defined term not defined below shall be given the meaning provided in the Agreement:

“Available” means the ability for the majority of End Users to raise tasks and for the majority of Authorised Users to view tasks is materially operational, and “Availability” and “Unavailable” shall be construed accordingly. The Services shall be deemed Available notwithstanding: (a) Planned Downtime; b) Unavailability attributable to the Customer’s, its Authorised Users’ and End Users’ telecommunications and information technology equipment and infrastructure necessary to access the Site and the Services;
(c) Unavailability due to an emergency or caused by factors outside the Supplier’s reasonable control, including Force Majeure Events, general internet or hosting infrastructure failures; or
(d) issues affecting ancillary or non-core features of the Site or the Services.

“Completed Restoration Time” means the time the Services are Available after a Disaster Declaration;

“Disaster Declaration” means a written statement from Supplier informing the Customer of the declaration of a catastrophe or other Force Majeure Event that prevents Supplier from delivering the Services.

“Disaster Recovery Plan” means the Supplier plan to recover the Services in then event of a catastrophe or other Force Majeure Event that prevents Supplier from delivering the Services;

“Planned Downtime” means the time designated to allow Supplier to properly maintain and/or update the Service or to maintain the performance of the Service, as set out in this Service Level Agreement;

“Possible Available Uptime” means the time during which the Services are intended to be made Available (24/7 minus Planned Downtime);

“Resolve” means resolving a Service Incident so that the Services (or the relevant part of them) is restored to good working order (whether or not the root cause of the Service Incident has been resolved), by either a temporary or permanent fix or workaround, and “Resolution” shall be construed accordingly;

“Response” means acknowledgement of a Service Incident, including confirmation that the Service Incident is being worked on;

“Service Credit” has the meaning given to that term in paragraph 5.1 of this Service Level Agreement;

“Service Incident”has the meaning given to that term in paragraph 7.1 below;

“Service Level” means the levels of Service provision by the Supplier as further set out in this Service Level Agreement; and

“Unplanned Downtime”means any time during Possible Available Uptime when the Services are not Available.

2. Service Levels & Service Credits

2.1.The Supplier acknowledges that any failure to meet a Service Level may entitle the Customer to the rights set out in this Service Level Agreement below, including the right to any Service Credits.

2.2.The Supplier acknowledges and agrees that any Service Credit is a price adjustment reflecting the value of any lost service caused by failure to meet a Service Level. Both Parties agree that the Service Credits are a reasonable method of price adjustment to reflect performance below the agreed Service Levels.

3. Performance Monitoring

3.1.The Supplier shall implement reasonable measurement and monitoring tools and procedures necessary to measure, monitor and report on the Supplier’s performance of the provision of the Services against the applicable Service Levels at a level of detail reasonably sufficient to verify compliance with the Service Levels, to the extent required under the terms of this Service Level Agreement.

4. Service Levels

4.1.The Supplier shall work with the Customer to ensure that the Services achieve an Uptime SLA Percentage of at least 99.0% (“Uptime Availability Target”), measured over each calendar month. Service performance against the Uptime Availability Target (the “Uptime SLA Percentage”), shall be calculated using the following formula:

5. Service Credits for Uptime Availability Target Failures.

5.1.Subject to the applicable assumptions, dependencies, and exceptions provided in this Agreement, Customer shall, by written notice issued within 30 days of the end of each month during which the Uptime SLA Percentage was not achieved, be entitled to a credit (“Service Credit”) determined by the percentage by which the Uptime SLA Percentage in the month concerned falls below the Uptime Availability Target, as detailed in the following table:

For example: January 2026 has 31 days total. With a potential Possible Available Uptime of 24 hours a day. Equating to 744 hours.

Therefore 3 hours of Unplanned Downtime would equate to the following calculation.

(3/744) * 100 = 0.4% Total Unplanned Downtime

This would result in the Supplier applying a 5% credit to the following month's invoice.

5.2.Service Credits will be applied against the Charges next due from the Customer. Where Customer pays annually, the Service Credit will be based on the attributable monthly fee, equal to 1/12th of the annual Subscription Service Charges for the Service in question.

5.3.If Service Credits cannot be applied to future Charges because the Services have expired or terminated, the Supplier will pay Customer the amount of the Service Credits applicable within ninety (90) days of the date of expiry or termination.

5.4.The amount of Service Credits credited (and/or paid) to the Customer in any particular calendar month shall not exceed 10% of the Subscription Service Charges for that month.

5.5.The Service Credits shall be the Customer’s sole and exclusive remedy (howsoever arising, including in contract, tort, negligence or otherwise) for any failure(s) by the Supplier to achieve the Service Levels.

6. Service notifications

6.1.There are two types of notifications about times when Services may not be Available: Planned Downtimeand Unplanned Downtime.

6.2.Planned Downtime: The Supplier shall use commercially reasonable endeavours to inform Customer of any planned maintenance expected to result in material disruption to the Services via email to the email address set out in the Order Form for service notifications, detailing the impact of the change/updates, date(s), time and duration, at least 5 Business Days in advance. Where the Supplier cannot inform 5 Business Days’ in advance (including, where the maintenance is urgent or in connection with security patches or emergency fixes to protect the stability or security of the Services), the Supplier must inform the Customer as soon as possible. In the event of Planned Downtime the Supplier shall use reasonable endeavours to ensure minimal disruption to the Customers use of the Services.

In the event the Supplier notifies the Customer that a Planned Downtime will take longer than eight hours (8) hours the Customer has the right to challenge the Supplier in writing and to request further explanation relating to such a Planned Downtime, should the Customer, in its reasonable opinion, determine that the length of the Planned Downtime is unreasonable explaining why it considers the proposed length to be unreasonable, for example, by reference to the likely impact on its business. The Supplier shall consider the Customer’s challenge and determine, acting reasonably, whether a portion of the proposed Planned Downtime shall be deemed Unplanned Downtime accordingly.

The Supplier must notify the Customer of any issues arising from the Planned Downtime that are likely to materially impact the Service Levels or the performance of the Services generally, and shall be responsible for implementing reasonable measures to recover from any such issues.

6.3.Unplanned downtime: The Supplier is to notify Customer of the reason and expected duration of Unplanned Downtime promptly upon the Supplier being made aware by email to the email address set out in the Order Form for service notifications. For clarity, where the cause of Unplanned Downtime is identified as the result of an issue outside the Supplier-managed environment then the Services shall be deemed to have been Available for the purposes of the Uptime SLA Percentage calculation.

7. Service incidents:

7.1.A service incident (“Service Incident”) is any defect, error or failure that materially affects the delivery of a service forming part of the Services. Service Incidents may be caused by hardware or software failure in the data centre, a faulty network connection due to a change made by the Supplier, or a major data centre challenge. The Supplier (acting reasonably and in consultation with the Customer) shall classify a Service Incident‘s priority level as follows:

7.1.1.“Severity Level 1” means the Site is completely down or there is a major malfunction resulting in the Site and Services not being operational in all material respects. Authorised Users and/or End Users are unable to reasonably perform their normal functions. The specific functionality is mission critical to the Customer’s business and the situation is considered an emergency.

7.1.2.“Severity Level 2” means there is a critical loss of functionality or performance resulting in a high number of Authorised Users and/or End Users being unable to reasonably perform their normal functions. Major failure resulting in the Site and Services not being operational in all material respects. The Site is usable but severely limited.

7.1.3.“Severity Level 3” means moderate loss of functionality or performance resulting in multiple Authorised Users and/or End Users being unable to reasonably perform their normal functions. Minor failure, minor performance degradation/not impacting access or use of the Site or Services in any material way.

7.1.4.“Severity Level 4” means minor loss of functionality with no material business impact, and how-to questions. Includes issues relating to functionality forming part of a newly released feature arising within 30 days of its release, or related to one or multiple modules and integration, installation and configuration inquiries, enhancement requests, or documentation questions.

For the avoidance of doubt, issues relating to functionality forming part of a newly released feature that arise within 30 days of its release are categorised as “Severity Level 4” regardless of the extent of the loss of functionality and business impact.

7.2.The Customer shall report Service Incidents to the Supplier promptly using the following link, and the Supplier shall use reasonable endeavours to provide a Response and achieve a Resolution for Service Incidents during the following Support Hours and in accordance with the following Service Levels .

The Supplier shall use reasonable endeavours to Respond to and Resolve any Service Incidents in accordance with the response and resolution times below:

The Customer acknowledges that these Target Response Times and Target Resolution Times are targets only. Failure to meet such targets shall not constitute a Service Level failure or other breach of this Agreement, except to the extent such failure results in Unplanned Downtime for which the Customer is entitled to Service Credits in respect of a failure to meet the Uptime Availability Target.

7.3.The Customer shall:

7.3.1.carry out an initial analysis of the causes and symptoms of the Service Incident (to the extent reasonable in the circumstances) prior to reporting the Service Incident to the Supplier and provide all information gathered in respect of this analysis to the Supplier when reporting the Service Incident;

7.3.2.promptly comply with the Supplier’s reasonable instructions in respect of the Service Incident; and

7.3.3.promptly provide all assistance and facilities reasonably required by the Supplier to achieve a Resolution.

7.4.The Supplier shall not be required to Respond to, or Resolve any Service Incidents caused or contributed to, in whole or part, by:

7.4.1.any modification, repair or addition to the Site or Services by the Customer or a third party (except for the Supplier’s sub-contractors) which was not approved in writing by the Supplier or which was not carried out by the Supplier;

7.4.2.any changes made to the Site or Services within the Customer-managed environment;

7.4.3.configuration errors by Authorised Users or End Users;

7.4.4.any defect, error or failure with any other software or hardware used by the Customer or a third party (except for the Supplier’s sub-contractors);

7.4.5.any breach by the Customer of any provision of this Agreement or the Customer’s negligence or other unlawful act or omission;

7.4.6.interruptions caused by third party service providers, including any third party’s negligence or other unlawful act or omission (except for the Supplier’s sub-contractors);

7.4.7.any Force Majeure Event;

7.4.8.use of the Site and/or Services by the Customer, its Authorised Users and/or End Users or third parties (except for the Supplier’s sub-contractors) other than for its intended purpose or with other software or hardware with which it is incompatible;

7.4.9.any malware (unless introduced by the Supplier’s (or any of its sub-contractors’) own actions); and/or

7.4.10.any hardware being at the end of its useful life or beyond economical repair.

7.5.If a Service Incident is reported to the Supplier outside of the relevant Support Hours, the Response and Resolution Service Levels shall commence at the beginning of the next Support Hours period; and if a Response or Resolution has not been made by the end of the relevant Support Hours period, the Service Level calculation shall be suspended and shall then resume at the beginning of the next Support Hours period.

8. Reporting:

8.1.The Supplier is to provide monthly reports on Unplanned Downtime which can be discussed at quarterly review.

8.2.The Customer and the Supplier will work together to review Service Incidents as follows;

8.2.1.Post-incident reviews: For unplanned Customer-impacting Service Incidents in which there was material, broad and noticeable impact, a preliminary post-incident review (PIR) should be delivered within 2 Business Days of Resolution, followed by a final PIR within five Business Days. The Customer will support the Supplier in identifying the root cause; and

8.2.2.PIR reports: The final PIR report shall include: reasonable detail as to user experience and customer impact, Service Incident start and end date/time, timeline of impact and Resolution measures, and root cause analysis and actions being taken for continuous improvement.

9.Data backup and Service continuity: The Supplier shall implement and maintain regular data backup procedures for Customer Data. Backups are intended solely to facilitate restoration of the Services in the event of data loss or system failure. The Supplier does not guarantee that all Customer Data can be recovered in every circumstance, and shall have no responsibility for backing up or restoring data held outside the Services or within Customer’s own systems. The Supplier’s obligations under this paragraph are subject to the limitations and exclusions set out in this Agreement.

10. Performance Reviews: The Customer and the Supplier will review performance of the Services on a quarterly basis. During the delivery of the POC Services, the Customer and the Supplier will meet on a monthly basis to review the performance of the system and flow performance. performance.

11. Disaster Recovery

11.1.Supplier shall maintain a Disaster Recovery Plan in the event of a catastrophe or other Force Majeure Event that prevents Supplier from delivering the Services and will use commercially reasonable efforts to have the Services restored to operation as soon as practicable, subject to technical feasibility and availability of third-party infrastructure. Target Service Levels as follows:

11.1.1.Recovery Point Objective (“RPO”) of less than twenty-four (24) hours. “Recovery Point Objective” or “RPO” shall mean the maximum amount of data that may be lost when the Services are restored after an interruption. Recovery Point Objective is expressed as a length of time before the failure; and

11.1.2.Recovery Time Objective (“RTO”) of no more than eight (8) hours. “Recovery Time Objective” or “RTO” shall mean the maximum time allowed for recovery of the Services following an interruption. Recovery Time Objective is expressed as the length of time between a Disaster Declaration and the Completed Restoration Time.

11.2.The Customer acknowledges that these Target Service Levels are targets only. Failure to meet such targets shall not constitute a Service Level failure or other breach of this Agreement, except to the extent such failure results in Unplanned Downtime for which the Customer is entitled to Service Credits in respect of a failure to meet the Uptime Availability Target.

11.3.The Supplier’s obligations under this paragraph 11 are subject to the exclusions and limitations set out in this Agreement, and shall not apply to interruptions caused by Customer systems, third‑party integrations, or Force Majeure Events. For clarity and without prejudice to the generality of the foregoing, in the event a disaster that is a Force Majeure Event, the RTO shall not apply but the Supplier shall use reasonable endeavours to restore the Services as soon as the Force Majeure Event has ended.

12.Multi-tenant Configuration: All environments may be provisioned, at the inception of the Services or in a subsequent upgrade, update or release, in a multi-tenant configuration on shared infrastructure with other Supplier customers. Supplier will implement industry standard controls to provide security and privacy using logical separation of Customer Data, compute, and storage, taking into account the state of the art, the costs of implementation and the nature and sensitivity of the Customer Data and the scope, context and purposes of Services.

Schedule 2

EU Data Act – Data Processing Services

1. Definitions and interpretation

1.1.For the purpose of this Schedule, the capitalised terms used will be defined as follows:

1.1.1.‘Data’as defined in Article 2(1) EU Data Act means any digital representation of acts, facts or information and any compilation of such acts, facts or information, including in the form of sound, visual or audio-visual recording;

1.1.2.‘Data Egress Charges’as defined in Article 2(35) EU Data Act mean Data transfer fees charged to customers of Data Processing Services for extracting their Data through the network from the ICT infrastructure of a provider of Data Processing Services to the system of a different provider or to On-premises ICT Infrastructure;

1.1.3.‘Data Processing Service’as defined in Article 2(8) EU Data Act means a digital service that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralised, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or service provider interaction. For purposes of this Agreement, the said Data Processing Services regard those provided or to be provided by the Supplier to the Customer under this Agreement;

1.1.4.‘Destination Provider’, as mentioned in Article 2(34) EU Data Act, means the destination provider of Data Processing Services to which the customer of Data Processing Services changes for the purpose of using another Data Processing Service of the Same Service Type, or other Services;

1.1.5.‘Source Provider’, as mentioned in Article 2(34) EU Data Act, means the Supplier with whom the Customer has entered into a contractual relationship regarding the provision of Data Processing Services and other Services, and from which the Customer intends to change to another provider;

1.1.6.‘Digital Assets’, as defined in Article 2(32) EU Data Act, mean elements in digital form, including applications, for which the Customer has the right of use, independently from the contractual relationship with the Data Processing Service it intends to switch from;

1.1.7.‘Exportable Data’, as defined in Article 2(38) EU Data Act, means the input and output Data, including metadata, directly or indirectly generated, or cogenerated, by the Customer’s use of the Data Processing Service, excluding any assets or Data protected by intellectual property rights, or constituting a trade secret, of the Supplier or third parties;

1.1.8.‘Incident’means a physical, technical, or organisational security breach, incident or similar event that may have a significant impact in relation to security and business continuity as it has caused or is capable of causing severe disruption of any applicable IT systems and operations used between the Supplier and the Customer during the Switching process, or with respect to the Customer’s use of the Services, the Customer’s Exportable Data and Digital Assets;

1.1.9.‘Non-Personal data’, as defined in Article 2(4) of the EU Data Act, means Data other than Personal Data;

1.1.10.‘On-premises ICT Infrastructure’, as defined in Article 2(33) EU Data Act, means ICT infrastructure and computing resources owned, rented or leased by the Customer, located in the data centre of the Customer itself and operated by the Customer or by a third-party;

1.1.11.‘Other Services’means all professional Services of whatever nature provided by the Supplier to the Customer under this Agreement as defined therein, that are not Data Processing Services;

1.1.12.‘Personal Data’as defined in Article 4(1), of Regulation (EU) 2016/679 (General Data Protection Regulation (‘GDPR’));

1.1.13.‘Plan’means the switching and exit plan referred to in paragraph 2.1.2 below;

1.1.14.‘Same Service Type’, as defined in Article 2(9) of the EU Data Act, means a set of Data Processing Services that share the same primary objective, Data Processing Service model and main functionalities;

1.1.15.‘Switching’, as defined in Article 2(34) of the EU Data Act, means the process involving the Source Provider, the Customer and, where relevant, a Destination Provider, whereby the Customer changes from using one Data Processing Service to using another Data Processing Service of the Same Service Type, or other Service, offered by a different provider of Data Processing Services, or to an On-premises ICT Infrastructure, including through extracting, transforming and uploading the Data;

1.1.16.‘Switching Charges’, as defined in Article 2(36), of the EU Data Act mean charges, other than standard Charges or early termination charges, imposed by a provider of Data Processing Services on a customer for the actions mandated by the EU Data Act for Switching to the system of a different provider or to On-premises ICT Infrastructure, including Data Egress Charges.

1.2.Capitalised terms used in this Schedule but that are not defined above, shall have the meaning given to them in the main body of this Agreement.

2. Switching and exit

2.1. Switching and exit plan

2.1.1.The parties confirm that the Supplier has made available to the Customer clear information about the Switching Charges as set out in the Order Form to this Agreement.

2.1.2.The Supplier maintains a “switching and exit plan” (the “Plan”), which contains (without limitation):

a)details regarding Switching and exit assistance, including the porting methods and formats, and steps required to carry out the Switching process;

b)an estimate of the time needed to export and transfer the Data and Digital Assets out of the Supplier’s environment; and

c)restrictions and technical limitations, including those arising from storage of Data outside the European Union.

2.1.3.If reasonably required by the Customer, the Supplier shall:

a)make available via adequate electronic means information explaining the relevant Switching and exit procedures to the Customer’s designated personnel (or authorised third parties).

b)either arrange a test, or help the Customer to conduct a test, to check that the Plan works in practice for Exportable Data and Digital Assets. If problems appear during the test, the parties will in good faith analyse the causes and agree on solutions.

2.1.4.The Supplier and the Customer shall update the Plan whenever necessary or at the Customer’s reasonable request, backed up by a justification for the required changes.

2.2. Initiating Switching

2.2.1.The Customer shall initiate the Switching by sending the Supplier at least two (2) months’ written notice to that effect (the “Switching Notice”). If the Customer wishes to Switch only with regard to certain services and the corresponding Data or Digital Assets, this must be specified in the Switching Notice. The Switching Notice must also inform the Supplier whether the Customer intends:

a)to switch to a different provider of Data Processing Services;

b)to switch to an On-premises ICT Infrastructure of the Customer; or

c)not to switch but only erase their Exportable Data and Digital Assets,

and in each case the Customer must provide information necessary for the Supplier to support the Switching process, for example, details of the Destination Provider or where the Data is to be transferred to.

2.2.2.The Supplier shall confirm receipt of the Switching Notice not later than within three (3) Business Days.

2.3. Transitional period

2.3.1.The Customer has the right to switch without undue delay within the maximum transitional period of 30 days.

2.3.2.When the Supplier cannot comply with the mandatory maximum transitional period because it is not technically feasible, the Supplier shall:

a)notify the Customer within fourteen (14) Business Days from the date of the Switching Notice;

b)indicate an alternative transitional period, which must not exceed seven (7) months from the date of the Switching Notice; and

c)give proper justification for the technical unfeasibility.

2.3.3.The Customer shall confirm receipt of the notice for an alternative transitional period within three (3) Business Days.

2.3.4.The Customer may extend the transitional period once, for a period they consider more appropriate for their own purpose, for no longer than six (6) months. In that case, the Customer shall notify the Supplier of its intention before the end of the transitional period and indicate the alternative transitional period. The Supplier shall confirm receipt of such extension notice within three (3) Business Days.

2.4. Obligations of the Supplier during the Switching process

2.4.1.The Supplier undertakes to provide reasonable assistance to the Customer and third parties authorised by the Customer in the Switching process once the Switching process starts and throughout it so that the Customer can switch within the transitional period. To this effect, the Supplier must, in particular:

a)provide capabilities, adequate information (including documentation necessary to complete the Switching) and technical support; and if problems are identified, the Supplier and the Customer will in good faith analyse the causes and agree on solutions;

b)act with due care to maintain business continuity and continue to provide the functions or Services under this Agreement; and

c)maintain a high level of security throughout the Switching process, in particular for the security of the Data during their transfer.

2.5. Obligations of the Customer during the Switching process

2.5.1.The Customer undertakes to take all reasonable measures to achieve effective Switching. The Customer is responsible for importing Data and Digital Assets into its own systems or into the systems of the Destination Provider and implementing these Data and Digital Assets within these systems, including where the Customer uses the services of a third party for these actions.

2.5.2.If applicable and without prejudice to Article 30(6) of the EU Data Act, the Customer and the Supplier, or third parties mandated by them, undertake to respect the intellectual property rights of any materials provided in the Switching process by the Supplier, as well as the Supplier’s trade secrets. The Customer undertakes to provide access to and enable the use of these materials to third parties mandated by them only insofar as is necessary to complete the Switching process and only upon the Supplier’s explicit authorisation. The access to and use of the Supplier’s materials related to the Switching process which are protected by intellectual property rights and/or trade secrets related to the Switching process will be terminated no later than at the end of the agreed transitional period, including the alternative transitional period, in full compliance with the confidentiality commitments and the intellectual property rights granted by the Supplier.

2.5.3.The Customer shall act in good faith to implement any guidance related to the Switching process shared by the Supplier and shall inform the Supplier that it has successfully completed Switching.

2.6. Unsuccessful Switching

2.6.1.If the Switching process is not successfully completed, the parties must cooperate in good faith to identify the cause and achieve successful completion, enable a timely transfer of Data and maintain continuity of the Services. In particular, upon the Customer’s reasonable request, the Supplier shall support the Customer in identifying the reasons for unsuccessful Switching and, to the extent the reasons identified relate to the Supplier’s environment or Switching processes, advise how the technical problems identified can be solved. The rules applicable to Switching Charges apply to support provided by the Supplier and other Supplier’s services referred to in this section.

2.6.2.The Customer may authorise the Destination Provider to act on its behalf.

2.7. Data retrieval and Data erasure

2.7.1.The Customer may retrieve or erase their Data during the agreed period for Data retrieval, which is 30 days after the at the end of the agreed transitional period, including the alternative transitional period.

2.7.2.At the end of the agreed period for Data retrieval, and if the Switching process has been successfully completed, the Supplier shall erase all Exportable Data and Digital Assets generated by the Customer or directly related to the Customer. The Supplier shall confirm within 30 Business Days that such erasure has been completed, except for the personal Exportable Data which the Supplier is obliged to store under European Union or national laws.

2.8. Switching Charges

2.8.1.The Switching Charges to be paid by the Customer for Switching are as set out in the Order Form to this Agreement.

3. Termination

3.1. Termination process

3.1.1.This Agreement will terminate when one of the following events has occurred:

a)where applicable, on successful completion of the Switching process (and if successful completion of the Switching process occurs before expiry of the Term, the early termination fees set out in this Agreement will apply); or

b)at the end of the Switching Notice period where the Customer does not wish to Switch but to erase its Exportable Data and Digital Assets upon termination of the Services.

3.1.2.Subject to Applicable Law, even if during the Switching process any ground for termination occurs under the main body of this Agreement, this Agreement and the Services will not be terminated or expire before either: (i) successful completion of the Switching process; or (ii) the end of the Switching Notice period, whichever is applicable. This does not affect any other rights or remedies available to a party towards the other party. This also applies if the Switching process starts after the Supplier has tendered a notice of termination of this Agreement.

3.1.3.Without prejudice to other legal remedies available under Applicable Law, this Agreement will not be terminated or expire before successful completion of the Switching process, or a relevant decision taken by a competent court or an agreement between parties.

3.2. Termination upon completion of Switching

3.2.1.As soon as the Customer notifies the Supplier that the Switching process is successfully completed, the Supplier shall without undue delay notify the Customer of the termination of this Agreement.

3.2.2.If the Customer does not notify the Supplier about successful Switching or the lack thereof, while the Supplier has justified grounds to believe that the Switching was successfully completed by the Customer, the Supplier may send the Customer a request for confirmation as to whether the Switching was successfully completed. If the Customer does not confirm successful switching within 30 Business Days from such request, switching is deemed unsuccessful, and this Agreement is not terminated and continues on its existing terms.

3.3. Termination without Switching

3.3.1.If the Customer does not wish to switch but to erase their Exportable Data and Digital Assets upon termination of the Services, this can only occur and will be deemed completed, if:

a)the Switching Notice period has expired;

b)the Customer has explicitly asked the Supplier to execute the Data erasure, and in response the Data has been successfully erased and this has been confirmed by the Supplier; and

c)at the end of the Switching Notice period, the Supplier has notified the Customer of the termination of this Agreement.

3.4. Extended Data retention