Part 1 — Website Terms of Use

A1. Acceptance

By accessing or using any website operated by Infonote Datasystems Ltd (including Infonote), you agree to be bound by these Conditions, our Privacy Policy and our use of cookies as described therein.

A2. Permitted Use and Acceptable Use

You must not use any website in a way that is unlawful, illegal, fraudulent or harmful. You must not attempt to gain unauthorised access to any part of the website or systems connected to it. You must not introduce viruses, trojan horses, worms, logic bombs or other malicious or technologically harmful material.

A3. Intellectual Property

Unless otherwise stated, Infonote Datasystems Ltd and/or its licensors own the intellectual property rights for the content and materials on the websites. All such rights are reserved.

A4. Availability

Websites are provided on an "as is" and "as available" basis. We do not guarantee uninterrupted availability and may suspend, withdraw or restrict availability for business and operational reasons.

A5. Website-only Liability

To the fullest extent permitted by law, Infonote Datasystems Ltd excludes liability for losses arising solely from the use of (or inability to use) the websites. This Part 1 does not apply to paid Services supplied under Part 2 or Schedule 1.

Part 2 — Terms and Conditions of Supply

These Conditions apply to the supply of Services by the Supplier to the Customer.

1. Interpretation

The following definitions and rules of interpretation apply in these Conditions.

1.1 Definitions

Authorised Users

any individuals — including the Customer's employees, contractors, agents, and other representatives — who are permitted by the Customer to access and use the Services, and who have been issued with valid access credentials for that purpose. Authorised Users must use the Services in accordance with the Contract, and the Customer remains responsible for all acts and omissions of its Authorised Users.

Business Day

a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Charges

the charges payable by the Customer for the Services. The charges are set out in the Order.

Conditions

these terms and conditions as varied in accordance with clause 12.5.

Confidential Information

information that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It does not include information that the recipient already knew, is or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations.

Contract

the contract between the Supplier and the Customer for the supply of Services, comprising the Order and these Conditions.

Customer

the person who purchases Services from the Supplier.

Customer Default

has the meaning set out in clause 4.2.

Customer Materials

all documents, information, software, and other materials (whether owned by the Customer or a third party), which are provided by the Customer to the Supplier in connection with the Services.

Data Protection Laws

all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Deliverables

the deliverables set out in the Order.

Effective Date

has the meaning given in clause 2.2.

IPRs

patents, copyright, trade marks, business names and domain names, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and all similar or equivalent rights or forms of protection anywhere in the world.

Losses

all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Open Source Software

any software licensed under terms which are approved by the Open Source Initiative or which otherwise permit its use, copying, modification and redistribution (in modified or unmodified form) without payment of a licence fee.

Order

the order form, written acceptance of the Supplier's quotation, or other document sent by the Customer to the Supplier requesting the supply of Services.

Services

the services set out in the Order.

Software as a Service

the online software applications (if any) provided by the Supplier as part of the Services.

Supplier

Infonote Datasystems Ltd, registered in England and Wales with company number 03496036.

Third Party Materials

all documents, information, software and other materials in any form belonging to a third party, including any applications or functionality which are made available as Software as a Service.

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Interpretation

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to legislation or a legislative provision:

(i) is a reference to it as amended, extended or re-enacted from time to time; and

(ii) includes all subordinate legislation made from time to time under that legislation or legislative provision.

(c) References to include or including are interpreted as being without limitation.

(d) A reference to writing or written includes email but not fax.

2. Basis of contract

2.1 Each Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2 The Supplier is free to accept or reject each Order at its absolute discretion. An Order will only be deemed to be accepted by the Supplier when the Supplier issues written acceptance of the Order at which point and on which date the Contract comes into existence (Effective Date).

2.3 Any descriptions or illustrations contained in the Supplier's advertising, brochures or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Services and do not form part of the Contract or have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.

2.5 Any quotation given by the Supplier does not constitute an offer to enter into a contractual arrangement capable of acceptance by the Customer.

2.6 If there is any conflict or inconsistency between any of the provisions in these Conditions and the provisions of an Order, the provisions of these Conditions prevail.

3. Supply of Services

3.1 The Supplier shall supply the Services to the Customer from the Effective Date in accordance with the Contract in all material respects.

3.2 The Supplier shall perform the Services with reasonable care and skill.

3.3 The Supplier shall perform the Services in a timely and professional manner. The Supplier shall use reasonable endeavours to meet any performance dates specified in the Contract, but these dates are estimates only. Time is not of the essence for the performance of any of the Supplier's obligations in the Contract.

3.4 The Supplier may suspend the provision of any Services or modify the specification for any Services if necessary to comply with any applicable law or regulatory requirement. The Supplier shall notify the Customer if it does so.

3.5 The Supplier shall use reasonable endeavours to ensure its staff observe all reasonable health and safety and security requirements that apply at any of the Customer's premises they access, provided that those requirements have been communicated to the Supplier in advance in writing. The Supplier will not be liable under the Contract if, as a result of observing these requirements, it is in breach of any of its other obligations under the Contract.

4. Customer obligations

4.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Services and ensure that its other suppliers co-operate with the Supplier where reasonably necessary;

(b) provide the Supplier and its subcontractors with access to the Customer's premises and other facilities as reasonably required by the Supplier for the performance of the Services;

(c) provide the Supplier with all information and materials as the Supplier may reasonably require to supply the Services, and ensure that:

(i) they are accurate and complete in all material respects; and

(ii) all electronic files used to provide them are free from malware and other harmful code; and

(d) comply with all applicable laws and regulations in its performance of the Contract.

4.2 To the extent that the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its agents, consultants or other suppliers (Customer Default), the Supplier shall not be in breach of the Contract nor liable for any Losses incurred by the Customer as a result of its performance being prevented or delayed. The Customer shall reimburse the Supplier on written demand for any Losses incurred as a result of the Customer Default.

5. Charges and payment

5.1 In consideration for the provision of the Services, the Customer shall pay the Supplier the Charges in accordance with this clause 5.

5.2 Where the Charges are calculated on a time and materials basis:

(a) the Supplier's daily fee rates for each individual are calculated on the basis of an eight-hour day from 9.00 am to 5.00 pm worked on a Business Day (Business Hours). The Supplier may charge on a pro rata basis for part days worked by Supplier personnel during Business Hours; and

(b) the Supplier may charge for work outside Business Hours at the overtime rate set out in the Order, on a pro-rata basis.

5.3 The Customer shall reimburse the Supplier for:

(a) any expenses reasonably incurred by Supplier personnel in the performance of the Services, including travel, hotel, subsistence and other ancillary expenses; and

(b) the cost of any materials or services procured by the Supplier from third parties for the performance of the Services.

5.4 The Supplier may increase the Charges with effect from each anniversary of the Effective Date in line with the percentage increase in the CPI during the previous twelve months.

5.5 The Supplier shall invoice the Customer for the Charges on the basis set out in the Order. Where no basis is specified in the Order, the Supplier shall invoice the Customer for the Charges at the start of each month for Services to be performed in that month.

5.6 The Supplier shall invoice the Customer monthly in arrears for expenses and third-party costs.

5.7 The Customer shall pay each invoice submitted by the Supplier within 30 days of the invoice date to a bank account nominated in writing by the Supplier.

5.8 All sums payable by the Customer exclude value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier any additional amounts in respect of VAT as are chargeable on those sums.

5.9 Without prejudice to any other right or remedy that the Supplier may have, if the Customer fails to make a payment due to the Supplier under the Contract by the due date:

(a) the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 5.9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

(b) the Supplier may suspend all or part of the Services until payment has been made in full; and

(c) the Supplier may withdraw the Customer's entitlement to any credit or discounts or other benefits that apply to the relevant Order and reclaim any discounts or other benefits previously provided to the Customer in connection with that Order.

5.10 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Intellectual property rights

6.1 All IPRs arising out of or in connection with the Services shall be owned by the Supplier. This includes all IPRs in the Deliverables, excluding any Customer Materials contained within them.

6.2 Unless stated to the contrary in the Supplier's quotation and/or the Order and subject to clause 6.4 and to the Supplier receiving payment of all Charges attributable to the Deliverables, the Supplier grants to the Customer a non-exclusive, royalty-free, non-transferable (except in accordance with clause 12.2), licence to use, copy and modify the Deliverables in accordance with the Contract for the purpose of receiving and exploiting the Services and Deliverables in its business. Where the Order specifies a licence model, the duration of the licence is as set out in the Order; otherwise the duration of the licence is the term of the Contract. If the Services include Software as a Service, the provisions of Schedule 1 shall apply to such elements of the Services.

6.3 The Customer shall not sub-license the rights granted in clause 6.2 without the Supplier's prior written consent.

6.4 The Supplier shall not include in the Deliverables any Third Party Materials (excluding Open Source Software) that will not be licensed to the Customer on the terms of clause 6.2 unless their inclusion and licence terms are approved in writing in advance by the Customer. The Supplier shall grant to the Customer a licence (at the Customer's cost) to use any Third Party Materials approved by the Customer for inclusion in the Deliverables on the terms approved by the Customer. The Customer shall comply with the terms (including any usage restrictions) that apply to such Third Party Materials and which have been approved by the Customer in writing. The Supplier's liability in relation to such Third Party Materials shall be limited to the liability accepted by the third party under the relevant licence agreement.

The Supplier may include Open Source Software in the Deliverables without the Customer's prior approval, provided that the Supplier shall (a) notify the Customer of the Open Source Software included in the Deliverables and (b) ensure that all Open Source Software is used and incorporated in the Deliverables in accordance with the terms of the applicable open source licence. Open Source Software is licensed to the Customer under the terms of the applicable open source licence and not under clause 6.2, and nothing in the Contract restricts any rights granted to the Customer under the applicable open source licence in respect of the Open Source Software components of the Deliverables.

6.5 The Customer and its licensors retain ownership of all IPRs in the Customer Materials. The Customer grants the Supplier a non-exclusive, royalty-free licence (with the right to grant sublicences) to use, copy and modify the Customer Materials during the term of the Contract for the purpose of providing the Services to the Customer. The Customer warrants and represents that the Supplier's use of the Customer Materials in the performance of the Services will not infringe the rights of any third party.

6.6 The Supplier shall indemnify the Customer against all sums awarded against the Customer by a court as a result of any claim that the supply, receipt or use of any of the Deliverables infringes the IPRs of any third party. The Supplier will not be liable under this indemnity to the extent that the actual or alleged infringement arises from:

(a) any changes made to the Deliverables without the Supplier's prior written consent;

(b) instructions, information or materials (including Customer Materials) provided by the Customer for the development of the Deliverables; or

(c) the use of the Deliverables for a purpose or in a manner not authorised by the Supplier or the failure of the Customer to adhere to the Supplier's reasonable instructions for the use of the Deliverables.

6.7 The Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the supply, receipt or use of the Customer Materials infringes the IPRs of any third party. The Customer shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Customer Materials for a purpose not authorised by the Customer.

6.8 This clause 6 states the Customer's exclusive remedy with respect to any infringement of a third party's IPRs by the Deliverables.

6.9 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Contract:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or the Deliverables (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services and/or the Deliverables; or

(b) access all or any part of the Services and Deliverables in order to build a product or service which competes with the Services and/or the Deliverables; or

(c) use the Services and/or the Deliverables to provide services to third parties; or

(d) subject to clause 12.2(a), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or the Deliverables available to any third party except the Authorised Users; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Deliverables, other than as provided under this clause 6.9; or

(f) introduce or permit the introduction of any Virus into the Services or the Supplier's network and information systems.

6.10 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify the Supplier.

7. Data protection

7.1 Each party shall comply with Data Protection Laws in its processing of personal data under or in connection with the Contract.

8. Limitation of liability

8.1 The following definitions apply in this clause 8:

(a) default: any act or omission resulting in one party incurring liability to the other; and

(b) liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.

8.2 Nothing in the Contract limits or excludes:

(a) liability for deliberate default;

(b) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(c) liability for fraud or fraudulent misrepresentation;

(d) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;

(e) any liability that cannot legally be limited;

(f) the Customer's liability for its payment obligations under the Contract; or

(g) under the indemnities given in the Contract.

8.3 Subject to clause 8.2, each party's total liability shall not exceed 100% of the Charges paid to the Supplier in the 12-month period immediately preceding the default which gave rise to such liability.

8.4 Subject to clause 8.2, neither party shall have any liability for:

(a) loss of profits (including loss of anticipated savings);

(b) loss of business or business opportunity;

(c) loss of use or corruption of software, data or information;

(d) loss of or damage to goodwill; or

(e) indirect or consequential loss.

8.5 Subject to clause 8.2, the Supplier shall not be liable for any Losses incurred by the Customer as a result of:

(a) using draft Deliverables as finished work without the Supplier's prior written approval; or

(b) using the Deliverables for any purpose other than that for which they were intended.

8.6 Subject to clause 8.2, all conditions, warranties, representations or other terms that might otherwise be implied into the Contract by statute, common law, course of dealing, trade usage or otherwise are excluded from the Contract.

8.7 Unless a party notifies the other party that it intends to make a claim within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire 3 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party not less than 90 days' notice expiring on or after the Initial Period. The Initial Period means the period set out in the Order starting on the Effective Date.

9.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by notifying the other party if:

(a) the other party is in material breach of the Contract where:

(i) the breach is not capable of remedy; or

(ii) the breach is capable of remedy and is not remedied within 10 days by the other party after being notified to do so;

(b) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 9.2(b);

(c) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.3 Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by notifying the Customer if the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than 10 days after being notified to make that payment.

9.4 Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services if the Customer becomes, or the Supplier reasonably believes that the Customer is about to become, subject to any of the events listed in clause 9.2(b), clause 9.2(c) or clause 9.2(d).

10. Consequences of termination

10.1 On termination of the Contract:

(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, where no invoice has been submitted for Services supplied, the Supplier may submit an invoice, which shall be payable by the Customer immediately on receipt; and

(b) except as otherwise set out in these Conditions, each party shall promptly destroy or return to the other party (as instructed by the other party) all materials and other property in its possession or control that belong to the other party and were supplied in connection with the Contract.

10.2 Termination of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect, including clause 6, clause 8, this clause 10 and clause 12.3.

11. Supplier's Personnel

11.1 The Customer shall not (except with the prior written consent of the Supplier) directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the Supplier any person employed or engaged by the Supplier in the provision of the Services at any time during the term of the Contract or for a further period of 12 months after the termination of the Contract.

11.2 If the Customer commits any breach of clause 11.1, the Customer shall, on demand, pay to the Supplier a sum equal to one year's basic salary or the annual fee that was payable by the Supplier to that employee, worker or independent contractor plus the recruitment costs incurred by the Supplier in replacing such person.

12. General

12.1 Force majeure. Neither party will be liable for any delay or failure in performing any of its obligations for so long as and to the extent that the delay or failure results from events, circumstances or causes beyond its reasonable control.

12.2 Assignment and other dealings.

(a) Subject to clause 12.2(b), neither party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other party (consent not to be unreasonably withheld or delayed).

(b) The Supplier may subcontract or delegate any or all of its obligations under the Contract to any third party, provided that it:

(i) only subcontracts or delegates obligations to reputable third parties; and

(ii) remains responsible for the performance of the Contract and liable for all acts and omissions of third parties to which it subcontracts or delegates obligations as if they were its own.

12.3 Confidentiality.

(a) Each party undertakes that it shall not at any time disclose to any person any Confidential Information of the other party, except as permitted by clause 12.3(b).

(b) Each party may disclose the other party's Confidential Information:

(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 12.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.

12.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.5 Variation.

(a) Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).

(b) The Supplier may vary these Conditions from time to time by emailing an updated version to the Customer but, unless otherwise agreed in writing by the parties (or their authorised representatives), no variation will apply to Orders already in force prior to that variation.

12.6 Waiver. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.

12.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.

12.8 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by email to its primary contact for the Contract (or to any substitute address as it may have notified to the other party in accordance with this clause 12.8).

(b) Any notice will be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by email, at the time of transmission or, if this time falls outside business hours, when business hours resume. In this clause 12.8(b)(iii), business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

(c) This clause 12.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

12.9 Third party rights.

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

12.10 Relationship of the parties. Nothing in these Conditions is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.11 Governing law and jurisdiction. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 — Software as a Service

This Schedule applies where the Services include Software as a Service, and supplements Part 2.

A1. Scope

This Schedule applies where the Supplier provides software hosted and accessed remotely ("SaaS").

A2. Grant of Access

Subject to payment, the Supplier grants the Customer a non-exclusive, non-transferable right for Authorised Users to access and use the SaaS during the subscription term.

A3. Availability and Maintenance

The Supplier will use reasonable skill and care to provide the SaaS. The SaaS may be unavailable from time to time for planned maintenance, upgrades, emergency work or events beyond the Supplier's reasonable control.

A4. Customer Responsibilities

The Customer is responsible for (i) the acts and omissions of its users, (ii) maintaining secure credentials, (iii) ensuring data uploaded is lawful and accurate, and (iv) ensuring its systems and connectivity are adequate.

A5. Data and Use

Customer data remains the Customer's property. The Supplier may process Customer data to provide and support the SaaS and may use aggregated and anonymised data for analytics and service improvement.

A6. Suspension

The Supplier may suspend access for non-payment, security risk, unlawful use, or material breach.

A7. Termination and Exit

On termination or expiry, access will cease. Subject to the Customer's compliance with its payment obligations, the Supplier will make Customer data available for export for up to 30 days after termination, after which it may be deleted unless legally required to retain it.

A8. Liability

The limitations and exclusions of liability in clause 8 apply to the Software as a Service and to this Schedule 1. Nothing in this Schedule 1 limits or excludes liability to any greater extent than is permitted by clause 8.2.

Schedule 2 — Software Licensing

C1. Licensed, Not Sold

All software supplied by the Supplier, whether on-premise, delivered by download, or accessed as SaaS, is licensed and not sold.

C2. Precedence

Where there is any conflict or inconsistency between the documents forming the Contract, the following order of priority applies, highest first:

(a) any separate licence agreement or support agreement signed by both parties;

(b) Schedule 3 (Data Processing Agreement), in respect of the processing of personal data;

(c) Schedule 1 (Software as a Service), in respect of Software as a Service;

(d) this Schedule 2, in respect of the licensing of software;

(e) Part 2 (Terms and Conditions of Supply); and

(f) the Order.

Any terms put forward by the Customer are excluded in accordance with clause 2.4.

C3. Restrictions

The restrictions on the Customer's use of software and Deliverables are set out in clause 6.9, and apply in addition to any restrictions in the applicable licence agreement. Nothing in this paragraph restricts any rights granted to the Customer under an applicable open source licence.

C4. Intellectual Property Rights

(a) All intellectual property rights in any software, Deliverables, tools, frameworks, libraries, methodologies, designs and documentation created by the Supplier, whether pre-existing or developed during the performance of a Contract, shall remain the sole property of the Supplier unless expressly agreed otherwise in a separate written agreement signed by a Director of the Supplier.

(b) The scope of the licence granted to the Customer is set out in clause 6.2. The duration of that licence is determined by the licence model specified in the Order:

(i) Perpetual licence — where the Order specifies that Deliverables are provided on a perpetual licence basis then, notwithstanding clause 6.2, the licence granted in respect of those Deliverables is perpetual and shall continue in full force following the expiry or termination of the Contract, provided that:

(1) the Supplier has received payment in full of all Charges attributable to those Deliverables; and

(2) the Customer continues to comply with clauses 6.3, 6.9 and 6.10 and with this Schedule 2.

The licence granted under this paragraph (i) shall terminate on written notice from the Supplier where the Supplier terminates the Contract under clause 9.2(a) (material breach) or clause 9.3 (non-payment). Ongoing support, maintenance and updates are not included in the perpetual licence and are subject to a separate support agreement and continued payment of support fees.

(ii) Annual licence — where Deliverables are provided on an annual licence basis, the licence shall continue only for the duration of the licence term and must be renewed annually. If the Customer fails to renew the licence by the renewal date, the right to use the software shall cease immediately. Ongoing support shall be subject to continued payment of support fees.

(iii) Subscription (SaaS) — where Deliverables are provided on a subscription or software-as-a-service basis, the licence shall continue only for the duration of the subscription term and shall terminate immediately upon expiry or termination of the subscription in accordance with Schedule 1.

In all cases, termination or expiry of the licence does not transfer any intellectual property rights to the Customer.

(c) For the avoidance of doubt, where the Supplier designs, architects or develops a solution to meet the Customer's requirements, the intellectual property in that solution (including the underlying concept, design and implementation) remains the property of the Supplier, regardless of whether the solution was informed by the Customer's business requirements or operational challenges.

(d) Where the Deliverables incorporate Open Source Software, that software remains subject to the terms of the applicable open source licence. The Supplier shall notify the Customer of the Open Source Software included in the Deliverables.

Schedule 3 — Data Processing Agreement

B1. Purpose and Scope

This Data Processing Agreement ("DPA") applies where the Supplier processes Personal Data on behalf of the Customer and no separate data processing agreement has been executed between the parties.

B2. Roles

The Customer is the Controller and the Supplier is the Processor for the purposes of UK GDPR and the Data Protection Act 2018 (and any replacement or equivalent legislation).

B3. Processing Instructions

The Supplier shall process Personal Data only on documented instructions from the Customer (including as set out in the Contract and this DPA), unless required to do otherwise by law.

B4. Confidentiality

The Supplier shall ensure that persons authorised to process Personal Data are bound by confidentiality obligations.

B5. Security

The Supplier shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage.

B6. Sub-processors

The Customer authorises the Supplier to use sub-processors provided the Supplier enters into written agreements with sub-processors imposing data protection obligations substantially similar to this DPA. A list of sub-processors will be provided on request.

B7. Data Subject Rights Assistance

The Supplier shall provide reasonable assistance (taking into account the nature of the processing) to enable the Customer to respond to requests to exercise data subject rights.

B8. Personal Data Breach

The Supplier shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting the Personal Data processed under the Contract and shall provide reasonable cooperation and assistance.

B9. Return or Deletion

On termination of the Services, the Supplier shall, at the Customer's option and subject to Schedule 1 (Termination and Exit), delete or return Personal Data unless required by law to retain it.

B10. Precedence

This DPA is a fallback only. If the parties enter into a separate DPA, that separate DPA shall take precedence to the extent of any conflict.