DATED: [ ] APREXO LIMITED and [CUSTOMER] SAAS SERVICES AGREEMENT TABLE OF CONTENTS Clause Heading Page No 1. Definitions and Interpretation 1 2. Commencement and Duration 1 3. Orders 1 4. Implementation Services 2 5. Acceptance Testing 2 6. Delays and Relief 3 7. SaaS Subscription (Use, Maintenance and Support) 4 8. Additional Services and SaaS Service Add-Ons 6 9. Customer Data 7 10. Data Protection 7 11. The Supplier’s Obligations 7 12. The Customer's Obligations 8 13. Charges and Payment 9 14. Proprietary Rights 10 15. Confidentiality 10 16. Indemnities 11 17. Insurance 13 18. Limitation of Liability 13 19. Termination and Suspension 15 20. Force Majeure 16 21. Non-Solicitation 17 22. General 17 23. Governing Law and Jurisdiction 19 Schedule 1 Data Protection 20 Schedule 2 Template Order 25 Schedule 3 Charges 27 Schedule 4 Definitions and Interpretation 29 This SaaS Services Agreement is entered into as of the date last signed below (the "Effective Date") by and between: (1) APREXO LIMITED, a company incorporated in England and Wales under registration number 10548365 and having its head office at Ellenborough House, Wellington Street, Cheltenham, Gloucestershire, GL50 1YD, United Kingdom (the "Supplier"); and (2) [FULL CUSTOMER NAME] incorporated and registered in [England and Wales] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the "Customer"). RECITALS (A) The Supplier has developed and provides a data mastering solution on a software-as-a-service ("SaaS") basis by way of remote internet access and associated services; (B) The Customer wishes to use the Supplier's SaaS solutions to assist it to provide data mastering services to its customers (on a business-to-business basis) and the Supplier wishes to provide the Customer with access to such SaaS solutions for such purposes; and (C) The Supplier and the Customer shall enter into one or more Orders (as defined below) specifying the SaaS solutions to be provided by the Supplier as well as any associated services. NOW THEREFORE, in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Supplier and the Customer agree as follows: 1. DEFINITIONS AND INTERPRETATION The definitions and rules of interpretation in Schedule 4 apply in this Agreement. 2. COMMENCEMENT AND DURATION 2.1 This Agreement shall commence on the Effective Date and continue until the date which is three (3) years after the Effective Date (the "Initial Term"). Thereafter, this Agreement will extend automatically for further periods of twelve (12) months (each a "Renewal Period"), unless earlier terminated in accordance with this Agreement. 2.2 If agreed by the parties, the duration of an individual Order may be less than the remaining duration of this Agreement, in which case the relevant Order will terminate automatically at the end of the period specified in the Order. In no circumstances shall the duration of an individual Order exceed the Term. 3. ORDERS 3.1 The parties may agree and execute Orders from time to time. Each Order that has been agreed and executed by the Customer and the Supplier shall form part of this Agreement once executed by both parties. 3.2 This Agreement shall govern all transactions between the Supplier and the Customer with respect to the Services. Any terms or conditions that may be contained in any purchase order or other form (other than an agreed Order) used by the Customer shall be without force or effect unless expressly agreed otherwise by the parties in writing. For the avoidance of doubt, this Agreement shall not affect any other contracts, such as software licence agreements or consultancy agreements, between the Supplier and the Customer unless expressly agreed in writing. 4. IMPLEMENTATION SERVICES 4.1 With effect from [the Implementation Start Date], the Supplier shall perform all the activities assigned to the Supplier in the Implementation Plan (as set out in the Order) (the "Implementation Services") in a timely manner. 4.2 The Customer must perform (or procure the performance of) the activities assigned to it under the Implementation Plan in a timely manner. 5. ACCEPTANCE TESTING 5.1 When the Supplier has completed the Implementation Services, the Supplier [and the Customer] shall conduct the acceptance tests described in the Order and any other tests [it][they] deem[s] necessary to carry out (the "Acceptance Tests") in order to verify that the SaaS Services complies with the Service Description and the other requirements of the Order. 5.2 The Customer must provide any assistance or information reasonably requested by the Supplier in relation to the performance of the Acceptance Tests (including any repeated tests under Clause 5.6). 5.3 If the Supplier is satisfied that the SaaS Services complies with the acceptance criteria set out in the Order (the "Acceptance Criteria"), the Supplier shall promptly issue a notice to that effect to the Customer. 5.4 If the Customer (acting reasonably) is not satisfied that the Acceptance Criteria have been met, it must promptly notify the Supplier accordingly. If the Customer fails to notify the Supplier within 10 days after completion of the relevant Acceptance Tests, the Acceptance Criteria will be deemed to be satisfied. 5.5 Within [#] days after a notice from the Customer under Clause 5.4 or where having performed the Acceptance Tests the Supplier is not satisfied that the SaaS Services meet the Acceptance Criteria, the Supplier shall modify the SaaS Services so that it complies with the Acceptance Criteria. The Customer must provide any information or assistance reasonably requested by the Supplier in relation to the modification of the SaaS Services under this clause 5.5 (including providing the results from any of the Acceptance Tests performed by the Customer). 5.6 Following completion of any modifications pursuant to Clause 5.5, the parties must repeat the Acceptance Tests in accordance with Clause 5.1. Subject to clause 5.7, the process in clauses 5.2 to 5.6 will then be repeated until the SaaS Services complies with the Acceptance Criteria. 5.7 Without prejudice to the Customer's other rights and remedies, the Supplier must, within 30 days after receipt of a notice of termination under clause 5.7, refund to the Customer an amount equal to all of the Fees which have already been paid by the Customer. 6. DELAYS AND RELIEF 6.1 If the Supplier becomes aware that the performance of any of its obligations under this Agreement relating to: 6.1.1 the provision of the Implementation Services; and/or 6.1.2 the acceptance testing of the SaaS Services under Clause 5; will, or is likely to, be delayed for any reason such that the Supplier will not comply with any timescales set out in this Agreement (including the Implementation Plan) then the Supplier must notify the Customer accordingly. 6.2 Any notice from the Supplier under clause 6.1 must specify the cause and expected duration of the delay, together with the likely effect of the delay on the performance of its obligations under this Agreement. 6.3 The Supplier must take all reasonable steps to minimise the effect of the delay on the performance of its obligations under this Agreement. 6.4 To the extent that a delay or prevented or hindered performance referred to in clause 6.1 is caused by a failure by the Customer to comply with any of its obligations under this Agreement or the activities assigned to it under the Implementation Plan in a timely manner (as further described in clause 4.2): 6.4.1 the Implementation Plan will be amended to reflect the period of delay caused by the Customer, provided however, that the Supplier must still comply with this clause 6 in relation to the relevant delay; and 6.4.2 the Supplier shall be relieved from its obligations to perform the Services (to the extent performance is prevented or hindered by the relevant Customer failure) and shall reimburse the Supplier's, the Supplier's Affiliates and their respective sub-contractors additional costs incurred a result of the Customer's failure from the Customer. 7. SAAS SUBSCRIPTION (USE, MAINTENANCE AND SUPPORT) Use/Access 7.1 In consideration of the payment by the Customer to the Supplier of the Charges, the Supplier grants to the Customer from [the applicable Commencement Date(s)] on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable licence to access and use the SaaS Services, provided that: 7.1.1 the Customer's right to access and use the SaaS Services shall be limited to the Usage Rights specified in the relevant Order; and 7.1.2 the Customer shall only be entitled to use the SaaS Services in order to provide the Customer Services when expressly authorised to do so in the relevant Order and when such usage is authorised the Customer shall not permit End Customers to use the SaaS Services directly. 7.2 The Customer agrees that it is responsible for the actions or omissions of its Authorised Users and the End Customers. 7.3 The Customer shall indemnify and keep indemnified the Supplier and the Related Persons against any Losses arising or in connection with claims brought by End Customers in relation to the SaaS Services. 7.4 In relation to the SaaS Services: 7.4.1 the Customer shall not store, distribute or transmit any Virus, or any material, information or data through the SaaS Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, sex, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; 7.4.2 the Customer shall not: 7.4.2.1 attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Software or the SaaS Services or the API except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; 7.4.2.2 access all or any part of the SaaS Services in order to build a product or service which competes with the SaaS Services; 7.4.2.3 attempt to undertake any security testing of the SaaS Services without the prior written consent of the Supplier; 7.4.2.4 subject to Clause 7.1.2, use the SaaS Services to provide services to third parties (including the Customer's Affiliates); or 7.4.2.5 subject to Clause Error! Reference source not found., transfer, temporarily or permanently, any of its rights under this Agreement. 7.4.3 the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the SaaS Services and shall notify the Supplier promptly of any such unauthorised access or use; and 7.4.4 the Supplier may audit the Customer's compliance with this Clause 7.4 by any lawful, technical means and the Customer shall provide all reasonable assistance and information to the Supplier necessary to establish that the SaaS Services are only being accessed and used in accordance with this Agreement. Authorised Users 7.5 In relation to Authorised Users: 7.5.1 the relevant Service Description shall specify the enrolment process for Authorised Users and the Customer and the Supplier shall comply with such processes; 7.5.2 the Customer shall ensure that each Authorised User keeps any password(s) for their use of the SaaS Services secure and confidential, that such password(s) are changed no less frequently than once every ninety (90) days and that each Authorised User does not share their password(s) to allow any other employees, contractors (individuals or otherwise), representatives and agents of the Customer or the Customer’s Affiliates or any other individual or third party to access the SaaS Services; 7.5.3 in the event that an Authorised User leaves the employment or engagement of the Customer or a Customer Affiliate or where the employment or engagement of an Authorised User is transferred such that the Customer or Customer Affiliate does not intend for them to have access to the SaaS Services, the Customer shall: 7.5.3.1 disable such individual’s passwords and shall not issue any new passwords to such individual; or 7.5.3.2 where, as specified in the relevant Service Description, the Supplier controls the enrolment or removal of Authorised Users, immediately inform the Supplier so that the Supplier may disable such individual’s passwords (which the Supplier shall do within a reasonable period of time); and 7.5.4 the Supplier may audit the SaaS Services regarding the name and password for each Authorised User and, if such audit reveals that passwords have been provided to individuals who are not Authorised Users, the Supplier may, without prejudice to the Supplier's other rights, disable such passwords (or require the Customer promptly to disable such passwords) and the Customer shall not issue any new passwords to such individuals. 7.6 If the Customer wishes to purchase the right to increase the number of Authorised Users, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional Authorised Users and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). 7.7 If the Supplier approves the Customer's request to purchase access for additional Authorised Users, the Customer shall, within thirty (30) calendar days of the date of receipt of the Supplier's invoice, pay to the Supplier the relevant fees for such additional Authorised Users, as set out in the applicable Order. Service Development 7.8 The Supplier may amend the SaaS Services, the Service Descriptions and/or the Assurance Centre from time-to-time provided such changes apply to the majority of Customers for the SaaS Services and do not materially and negatively impact the functionality, performance or security of the SaaS Services. The Supplier shall inform the Customer of such changes in accordance with the process set out in the relevant Service Description or the Assurance Centre, as applicable. 7.9 The Supplier shall use reasonable endeavours to meet any performance dates set out in an Order or agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence in this Agreement. 8. ADDITIONAL SERVICES AND SAAS SERVICE ADD-ONS Additional Services 8.1 From time to time, the Supplier may perform configuration, data transformation and data migration services, or customised training as part of an implementation plan or upon the Customer’s request, or otherwise provide additional service components or applications. The description and the rates for these services shall be described in the applicable Order. No work will be performed without a fully executed Order. Unless otherwise stated in the Order, these services are performed based on an hourly rate. SaaS Service Add-Ons 8.2 From time to time the Supplier may offer (for an additional Charge) applications and/or modules that add additional functionality to the SaaS Services ("Apps"). The description and the Charges for these Apps shall be described in the applicable Order (to be agreed between the parties in order for the Customer to receive the App). Once the relevant Order is agreed, the relevant Apps will be deemed to be included as part of the SaaS Services. 9. CUSTOMER DATA 9.1 The Customer shall own or be licensed by the End Customers to use all rights, title and interest in and to all of the Customer Data and shall at all times have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data and for ensuring that its use does not infringe the rights of any third parties. 9.2 The Customer hereby grants to the Supplier on and subject to the terms and conditions of this Agreement a non-exclusive, non-transferable (except to any sub-contractors of the Supplier) licence to use the Customer Data for the purpose of providing the Services and for any requirements ancillary to the provision of the Services (including any data analytics and service modelling specified in the relevant Service Description). 9.3 Subject to the provisions of Clause 10: 9.3.1 the Supplier shall follow its procedures for handling Customer Data in accordance with the Service Description for each Service and the Assurance Centre; 9.3.2 in the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data where such back-ups are made by the Supplier; and 9.3.3 the Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by the Customer, its Authorised Users, the Customer's Affiliates or any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data hosting and back-up, in which case the Supplier's liability shall be subject to the limitations and exclusions set out in this Agreement, including those set out in this Clause 9.3). 10. DATA PROTECTION 10.1 The parties shall comply with the provisions of Schedule 1. 11. THE SUPPLIER’S OBLIGATIONS 11.1 The Supplier warrants that the Services will operate in all material respects in accordance with the Service Descriptions, but makes no representation, and gives no warranty or undertaking, that the operation or availability of the Services will be uninterrupted or error-free. 11.2 The warranty at Clause 11.1 shall not apply to the extent of any non-conformance which is caused by the Customer's breach of this Agreement or any Order, use of the Services contrary to the Supplier's instructions or modification or alteration of the Services by any party other than the Supplier or the Related Persons. 11.3 The Customer acknowledges that the Supplier and/or the Related Persons may from time to time carry out routine and emergency maintenance of the Services. The Customer may be unable to access the Services during any period in which routine or emergency maintenance is being carried out. 11.4 Without limitation to Clause 20, the Customer acknowledges that the Supplier has no direct control over the availability of bandwidth over the entirety of the internet and that, while the Supplier will use such endeavours as the Supplier deems appropriate to facilitate the Services, the Supplier shall not be responsible for delays caused by such unavailability. 11.5 If the Supplier fails to comply with the warranty set out in Clause 11.1, it shall use its reasonable endeavours to rectify such failure as soon as reasonably practicable. The Supplier's obligations under this Clause 11.5 shall be the Customer’s sole and exclusive remedy in respect of a breach of any of the warranty set out in Clause 11.1. 11.6 Except as expressly provided in Clause 11.1, the Services are provided "as is" and to the extent permitted by law, the Supplier disclaims all other conditions, warranties or other terms which might have effect between the parties with respect to the Services, or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, including any implied conditions, warranties, or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve a particular result or arising from course of dealing or usage of trade. The Supplier does not warrant anything in relation to systems that do not make up the Services or the connection to those systems. 12. THE CUSTOMER'S OBLIGATIONS 12.1 The Customer shall: 12.1.1 provide the Supplier with all necessary: 12.1.1.1 co-operation in relation to this Agreement; 12.1.1.2 access to such information, including Customer Data, as may be required by the Supplier, and 12.1.1.3 Licences relating to Customer Data to store third party data, in order to deliver the Services; 12.1.2 maintain adequate internet connections and technical capabilities to access and use the SaaS Services, as notified by the Supplier from time to time; 12.1.3 provide such personnel assistance as may be reasonably requested by the Supplier from time to time; 12.1.4 comply with all applicable laws and regulations with respect to its activities under this Agreement; 12.1.5 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary and the Customer shall reimburse the Supplier's, the Supplier's Affiliates and their respective sub-contractors additional costs resulting from the delay; 12.1.6 before the Customer uses any updates to any third party software in a live environment, carry out testing of such updates to its satisfaction, to ensure that such updates meet the Customer's own requirements without causing any issues with the Customer's use of the Services; and 12.1.7 take appropriate back-ups to its Customer Data and to secure media with such regularity and in such a manner so as to ensure that it can be restored in the event of data loss or corruption from any cause. 13. CHARGES AND PAYMENT 13.1 The Customer shall pay the Charges set out in each Order. 13.2 The Customer shall, subject to inclusion on a valid invoice, reimburse the Supplier for all actual, reasonable travel expenses including, but not limited to, airfare, hotel and meals incurred by the Supplier or Related Persons in providing the Services pursuant to this Agreement or any Order. 13.3 The Supplier shall submit invoices to the Customer for the Charges at the times and in accordance with the procedure specified in the relevant Order. The Supplier may submit invoices in respect of the expenses owed pursuant to Clause 13.2 on a monthly basis (or, at the Supplier's option, less frequently). 13.4 The Customer shall pay all sums due to the Supplier in cleared funds (in the currency specified in the relevant Order) into the bank account nominated by the Supplier from time to time within the timeframe for payment specified in the relevant Order, or by way of direct debit fourteen (14) days after the date of each invoice if so required by the Supplier. 13.5 All sums due to the Supplier under or in relation to this Agreement are exclusive of any Sales Tax which shall be charged in addition in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Customer in full at the same time as payment is due under the relevant invoice. 13.6 If the Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to the Supplier pursuant to this Agreement and the Supplier is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to the Supplier will be increased by the amount necessary to yield to the Supplier an amount equal to the sum it would have received had no withholdings or deductions been made. 13.7 If the Customer fails to make payment in accordance with this Clause 13, then the Supplier shall be entitled to: 13.7.1 charge interest on the overdue amount at the lesser of the maximum rate allowed by law or a rate of [4]% per month above the base rate of the Bank of England from time to time in force, compounded on a monthly basis, from the date on which such amount fell due until payment, whether before or after judgment; and/or 13.7.2 suspend the Customer's and the Authorised Users' access to the relevant SaaS Services until payment is made by the Customer in accordance with this Clause 13. 13.8 The Customer shall provide accurate, current and complete information on the Customer’s billing address and billing contacts, including email address and phone number, and will promptly notify the Supplier if this information changes. 13.9 All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision. This Clause 13.9 is without prejudice to any right to claim for interest under the law, or any such right under this Agreement. 13.10 All amounts due under this Agreement 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). 14. PROPRIETARY RIGHTS 14.1 The Customer acknowledges and agrees on behalf of itself and the Authorised Users that the Supplier and/or its licensors (including the Supplier's Affiliates) own all Intellectual Property Rights in the Services (including any modification or enhancement made to any part of the Services during the course of the performance of this Agreement). Except as expressly stated herein, this Agreement does not grant the Customer or any Authorised User any rights to, or in, any Intellectual Property Rights in respect of the Services, the Software or any related documentation. 14.2 The Supplier, its Affiliates and their licensors shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any enhancement requests provided by the Customer and any Authorised Users so long as the Customer is not identified in any way as the source of such feedback. 15. CONFIDENTIALITY 15.1 Each party shall: 15.1.1 only use (including making copies of) Confidential Information in connection with and to the extent necessary for the purposes of this Agreement; 15.1.2 not disclose the Confidential Information to any person except with the prior written consent of the Disclosing Party or in accordance with clauses 15.2, 15.4 and 15.4; and 15.1.3 use all reasonable endeavours to keep all Confidential Information secret and securely protected against theft or unauthorised access, and in any event shall maintain its security, integrity and confidentiality to at least the same standard as it applies to its own confidential information. 15.2 The Customer may disclose Confidential Information to its Authorised Users, provided that the Customer informs all Authorised Users that the Confidential Information is confidential. The Customer shall be responsible for all acts and omissions of Authorised Users as though they were its own acts or omissions under this Agreement. 15.3 To the extent that any Customer Data constitutes Confidential Information the Customer agrees that the Supplier may disclose such Customer Data to any Related Persons for the purpose of providing the Services. 15.4 The Receiving Party may disclose any Confidential Information to any regulator, law enforcement agency or other third party if it is required to do so by law, regulation, or similar authority. In those circumstances the Receiving Party shall (to the extent practical and lawful to do so) notify the Disclosing Party in writing as soon as practicable before the disclosure and use all reasonable endeavours to consult with the Disclosing Party with a view to agreeing the timing, manner and extent of the disclosure. 15.5 All Confidential Information shall remain the property of the Disclosing Party and the Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except as expressly agreed otherwise in this Agreement) operate to transfer, or operate as a grant of any licences or right to use, to any Intellectual Property Rights in the Confidential Information. 15.6 The parties' obligations under this clause 15 shall continue in force notwithstanding the termination or expiry of this Agreement. 15.7 Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this clause 11. Accordingly, it is agreed that either party shall be entitled, without proof of special damages, to seek an injunction or other interim remedy for any threatened or actual breach of this clause 15 by the other party, without prejudice to any other rights and remedies which that first party may have. 16. INDEMNITIES 16.1 The Customer shall defend, indemnify, keep indemnified and hold harmless the Supplier and the Related Persons against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's or the Authorised Users' use of the Services in breach of this Agreement or any reasonable instructions from the Supplier. 16.2 The Customer shall defend, indemnify, keep indemnified and hold harmless the Supplier and the Related Persons against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with claims made or brought against the Supplier and the Related Persons by a third party that: 16.2.1 Customer Data; or 16.2.2 the Customer’s, Authorised Person's, Supplier's or Related Persons' use of Customer Data, infringes the rights of, or has otherwise harmed, a third party. 16.3 The Customer shall promptly notify the Supplier of any IPR Claim made or threatened against the Customer. 16.4 Subject to the provisions of Clause 16.3, this Clause 16.4 and Clauses 16.5 to 16.7, the Supplier shall indemnify the Customer and hold the Customer harmless in respect of all damages and reasonable costs (including legal fees) and expenses arising directly from an IPR Claim which is valid and enforceable in the legal jurisdiction in which the IPR Claim is commenced provided that: 16.4.1 the Customer shall not admit any liability or agree to any settlement or compromise of an IPR Claim without the prior written consent of the Supplier; 16.4.2 the Supplier shall be entitled at any time from notification in accordance with Clause 16.3 to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim); 16.4.3 the Customer shall, at the Supplier's request, cost and expense, give the Supplier all reasonable assistance in connection with the conduct of the IPR Claim; and 16.4.4 the Customer takes all reasonable steps to mitigate any liabilities which are the subject of the indemnity in this Clause 16.4. 16.5 If any IPR Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its option and expense: 16.5.1 obtain for the Customer the right to continue using the SaaS Services in the manner permitted under this Agreement; or 16.5.2 modify or replace the infringing part of the SaaS Services so as to avoid the infringement or alleged infringement, but in such a way that does not materially adversely affect the functionality of the SaaS Services; or 16.5.3 terminate the relevant Orders affected by the IPR Claim and refund the Charges related to such Order paid in advance by the Customer in respect of any period following such termination. 16.6 Clauses 16.4 and 16.5 shall not apply to any IPR Claim which arises from any changes, modifications, updates or enhancements made to the Services other than by the Supplier or the Related Persons, or any use of the Services in combination with any product or service not provided by the Supplier. 16.7 The provisions of Clauses 16.3 to 16.6 inclusive state the entire liability of the Supplier to the Customer in connection with an IPR Claim and shall be the Customer’s sole and exclusive remedy in that regard. 17. INSURANCE 17.1 Without limiting any other duties, obligations, and/or responsibilities of the Supplier under this Agreement, the Supplier must, at its sole cost and expense, obtain and maintain: 17.1.1 for the Term, valid and enforceable insurance policies for public liability and professional indemnity; 17.1.2 for a period of 1 month following the expiry or termination of this Agreement, valid and enforceable insurance policies for professional indemnity; and 17.1.3 employer's liability insurance as required by law. 17.2 Nothing in this Agreement will preclude the Supplier, at its sole cost and expense, from procuring insurance coverage in addition to the minimum coverage required by this Agreement. 17.3 The Supplier will, on request by the Customer, provide current relevant confirmation of insurance documentation from its insurance brokers certifying that it has insurance as required by this Clause 17. 18. LIMITATION OF LIABILITY 18.1 Nothing in this Agreement shall operate so as to exclude or limit the liability of either party to the other for: 13.1.1 death or personal injury arising out of negligence; 13.1.2 fraud or fraudulent misrepresentation by it or its employees; or 13.1.3 any other liability that cannot be excluded or limited by law. 18.2 Subject to Clauses 9.3, 11.5, 11.6, 16, 18.1 and 20, this Clause 18 sets out the entire liability of the Supplier and the Related Persons to the Customer: 18.2.1 arising under or in connection with this Agreement (whether in tort (including for negligence or breach of statutory duty), breach of contract, misrepresentation (whether innocent or negligent), restitution or otherwise); and 18.2.2 in respect of any use made by the Customer and/or its Authorised Users of the Services or any part of them. 18.3 Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Supplier and/or the Related Persons shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier and/or the Related Persons by the Customer or Authorised Users in connection with the Services, or any actions taken by the Supplier and/or the Related Persons at the Customer's direction. 18.4 The Customer acknowledges and agrees that: 18.4.1 the Customer would be able to insure itself against business interruption and/or theft, loss, destruction or corruption of data or information (and shall give due consideration to acquiring such insurance); and 18.4.2 the Supplier and/or the Related Persons would not reasonably be able to insure itself against the consequences across its customer base of business interruption and/or theft, loss, destruction or corruption of data or information. 18.5 Subject to Clause 18.1 and 18.2, the Supplier and/or the Related Persons shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether tortious or statutory), restitution or otherwise for: 18.5.1 any loss of profits, loss of business, depletion of goodwill and/or similar losses, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement and/or any Orders; or 13.6.2 subject to Clause 9.3, any loss or corruption of data or information. 18.6 Subject to Clauses 18.1 and Error! Reference source not found., the total aggregate liability taken together of the Supplier and the Related Persons under or in connection with this Agreement and all Orders entered into, including liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including negligence), breach of statutory duty or otherwise, shall not exceed the annual Charges paid by the Customer under this Agreement. 19. TERMINATION AND SUSPENSION 19.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement (in whole on or part) with immediate effect by giving written notice to the other party if: 19.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than twenty-eight (28) days after being notified in writing to make such payment; 19.1.2 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of twenty-eight (28) days after being notified in writing to do so; 19.1.3 the other party suffers an Insolvency Event; or 19.1.4 there is a change of Control of the other party. 19.2 On termination of this Agreement (in whole or in part) for any reason: 19.2.1 subject to any continuing Services (in the case of partial termination) or any express rights to retain such equipment, property, materials and other items (and all copies of them), each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party (except the Supplier and the Supplier’s Affiliates may retain reasonable professional records of the Customer’s use of the Services); 19.2.2 subject to any continuing Services (in the case of partial termination) and/or alternate provisions in the relevant Service Descriptions regarding the Customer accessing the SaaS Services to retrieve Customer Data after termination, the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession at any point thirty (30) days or more after termination of this Agreement or the relevant Order(s); 19.2.3 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 Agreement or any Order which existed at or before the date of termination shall not be affected or prejudiced; and 19.2.4 Clauses 1, 3, 13, 14, 15, 16, 18, this Clause 19, and Clauses 22 and 23 and other provisions which are necessary for the interpretation or enforcement of this Agreement or any Orders shall continue in force. Partial termination 19.3 In any circumstances where either party is entitled to terminate this Agreement, it may elect to terminate this Agreement in whole or in part. Any partial termination of this Agreement may be implemented by reference to one or more of the Orders (as notified by the terminating party). 19.4 If a party elects to terminate this Agreement in part, it may terminate any one or more of the Order, regardless of whether or not the individual Orders were directly affected by the breach or other event which gave rise to the right to terminate. 19.5 Where one or more Orders are terminated in accordance with Clause 19.3, the Charges relating to such Order(s) will cease to be payable with effect from the date of termination of such Order(s) (as specified in the relevant termination notice). Suspension 19.6 The Supplier may suspend the Customer's right to access the SaaS Services or use any portion or all of the Services immediately upon notice to the Customer if it determines: 19.6.1 that the Customer's (or an Authorised User's) use of or access to the Services (i) poses a security risk to the Supplier, the Services or any third party; (ii) may adversely impact availability or performance of the Services, the Software or the systems or software of any other customer of the Supplier; (iii) may subject the Supplier or any third party to any liability; or (iv) may be fraudulent; or 19.6.2 that the Customer, or any Authorised User, is in breach of this Agreement or any other agreement by which software being used on or in conjunction with the Services is licensed. 19.7 The Supplier shall reinstate the suspended Services once it has established the cause of the suspension has been remedied or ceased to exist. Where the cause of the suspension persists for more than thirty (30) days, the Supplier may immediately terminate this Agreement (in whole or in part). 20. FORCE MAJEURE 20.1 The Supplier shall not be in breach of this Agreement nor any Order nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement or any Order if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. In such circumstances the Supplier shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, either party may terminate this Agreement (in whole or in part) by giving thirty (30) days' written notice to the other party. 21. NON-SOLICITATION 21.1 Neither party will, without the prior written consent of the other party, at any time from the date of this Agreement to the expiry of twelve (12) months after the termination of this Agreement, solicit or entice away or employ or attempt to employ any person who is engaged as an employee, consultant or subcontractor of the other party in the performance of the Services. 21.2 Any consent given by a party in accordance with Clause 21.1 shall be subject to the hiring party paying to the other party a sum equivalent to twenty per cent (20%) of the then current annual remuneration of the other party’s employee, consultant or subcontractor or, if higher, twenty per cent (20%) of the annual remuneration to be paid by the hiring party to that employee, consultant or subcontractor. 22. GENERAL 22.1 The failure to exercise, or delay in exercising, a right, power or remedy provided by this Agreement, or by law shall not constitute a waiver of that right, power or remedy. If a party waives a breach of any provision of this Agreement, this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision. 22.2 The rights, powers and remedies provided under this Agreement or any Orders are (except as expressly provided) cumulative, and not exclusive of, any rights, powers and remedies provided by law or otherwise. 22.3 If any provision, or part of a provision, of this Agreement is found by any court or authority of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of the provisions of this Agreement shall not be affected, unless otherwise required by operation of applicable law. 22.4 The parties shall use reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same commercial effect as would have been achieved by the provision, or part-provision, in question and with no fundamental change to the bargain between the parties. 22.5 Subject to Clause Error! Reference source not found., this Agreement (together which each Order) constitutes the entire agreement between the parties in relation to its subject matter. It replaces and extinguishes all prior agreements, collateral warranties, collateral contracts, statements, representations and undertakings made by or on behalf of the parties, whether oral or written, in relation to that subject matter. 22.6 Each party acknowledges that in entering into this Agreement, and at the point of entering into each Order, it has not relied upon any collateral warranties, collateral contracts, statements, representations or undertakings, whether oral or written, which were made by or on behalf of the other party in relation to the subject-matter of this Agreement (together "Pre-Contractual Statements") and which are not set out in this Agreement. Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements. 22.7 Nothing in this Clause 22 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment. 22.8 This Agreement is personal to the Customer. The Customer may not assign, transfer, sub-licence, declare a trust of, mortgage, charge or deal in any other manner with this Agreement or any Order, or with any of its rights or obligations under it, without the prior written consent of the Supplier which consent may be withheld at the Supplier's absolute discretion. 22.9 The Customer acknowledges that the Supplier may sub-contract any of its rights or obligations under this Agreement to a third party (including any Affiliate of the Supplier) and the Supplier accepts liability for the acts and omissions of any sub-contractors as if they were acts or omissions of the Supplier itself. 22.10 Nothing in this Agreement or any Order is intended to, or shall be deemed to, establish or constitute any partnership or joint venture between any of the parties, create a relationship of principal and agent for any purpose between the parties, or authorise either party to make or enter into any commitments for or on behalf of either party. 22.11 Subject to Clauses Error! Reference source not found. and 7.8, no variation of this Agreement or any Order shall be effective unless made in writing and signed by or on behalf of each of the parties or by their duly authorised representatives. 22.12 A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 22.13 The Services provided under this Agreement are for the benefit of the Customer and any Customer Affiliates. Any act or omission of any Customer Affiliate shall be deemed to be an act or omission of the Customer. All losses and damages of any Customer Affiliate pursuant to the provision of the Services shall be deemed to be losses and damages of the Customer and the Limitation of Liability in Clause 18 shall be deemed to apply in the aggregate to the Customer and the Customer Affiliates. Any claim relating to a Customer Affiliate shall be brought by the Customer and not the Customer Affiliate. 22.14 Any notice, consent, permission or other communication required to be given under this Agreement or any Order shall be in writing in English and shall be delivered by hand or sent by pre-paid first-class or recorded delivery post to the other party at its address set out in this Agreement or the relevant Order, or such other address as may have been notified by that party for such purposes, as set out in the relevant Order. 22.15 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. 23. GOVERNING LAW AND JURISDICTION 23.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 23.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. AS WITNESS this Agreement has been signed by or on behalf of the parties by their authorised representatives on the day and year written below. For and on behalf of the Supplier: Name and Title Position Signature Date For and on behalf of the Customer: Name and Title Position Signature Date Schedule 1 Data Protection 1. The parties agree the provisions of this Schedule 1 shall apply to the personal data the Supplier processes in the course of providing the Services. The parties agree that the Customer and the Customer Affiliates are the controllers and the Supplier is the processor in relation to the personal data that the Supplier processes in the course of providing the Services. 2. The subject-matter of the data processing is the performance of the Services. Annex 1 to this Schedule 1 sets out the nature, duration and purpose of the processing, the types of personal data the Supplier processes and the categories of data subjects whose personal data is processed. 3. When the Supplier processes personal data in the course of providing the Services the Supplier will: 3.1 process the personal data only in accordance with documented instructions from the Customer agreed between the parties. If the Supplier is required to process the personal data for any other purpose by applicable laws to which the Supplier is subject, the Supplier will inform the Customer of this requirement first, unless such law(s) prohibit this on important grounds of public interest unless prohibited by such applicable laws; and 3.2 at all times comply with applicable Data Protection Legislation and notify the Customer immediately if, in the Supplier's opinion, an instruction for the processing of personal data given by the Customer infringes applicable Data Protection Legislation, it being acknowledged that the Supplier shall not be obliged to undertake additional work or screening to determine if the Customer's instructions are compliant. 4. The Supplier shall ensure that personnel required to access the personal data are subject to a binding duty of confidentiality in respect of such personal data. 5. The Supplier shall assist the Customer and the Customer Affiliates, always taking into account the nature of the processing: 5.1 by appropriate technical and organisational measures and in so far as is possible, in fulfilling the Customer and the Customer Affiliates obligations to respond to requests from data subjects exercising their rights; 5.2 in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the information available to the Supplier; and 5.3 by making available to the Customer all information which the Customer reasonably requests to allow the Customer to demonstrate that the obligations set out in Article 28 of the GDPR relating to the appointment of processors have been met. 6. To the extent that assistance under paragraph 5 is not included within the Services, the Supplier may charge a reasonable fee for any such assistance, save where assistance was required directly as a result of the Supplier's own acts or omissions, in which case such assistance will be at the Supplier's expense. 7. The Supplier shall implement and maintain appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. 8. In the event of a suspected Security Breach, the Supplier will: 8.1 take action immediately to investigate the suspected Security Breach and to identify, prevent and mitigate the effects of the suspected Security Breach and to remedy the Security Breach; and 8.2 notify the Customer without undue delay. 9. The Supplier shall not give access to or transfer any personal data to any third party (including any affiliates, group companies or sub-contractors) without the prior written consent of the Customer. Where the Customer does consent to the Supplier engaging a sub-contractor to carry out any part of the Services involving the processing of personal data, the Supplier must include in any contract with the third party provisions in favour of the Customer which are substantially similar to those in this Schedule 1 and as are required by applicable Data Protection Legislation. For the avoidance of doubt, where a third party fails to fulfil its obligations under any sub-processing agreement or any applicable Data Protection Legislation, the Supplier will remain fully liable to the Customer for the fulfilment of the Supplier's obligations under these terms. 10. Subject to compliance with paragraph 9, the Customer agrees that the Supplier may engage third party sub-contractors for the purposes of processing personal data under this Agreement. Annex 2 to this Schedule 1 contains a list of sub-processors approved by the Customer as at the date of this Agreement. The Supplier can at any time appoint a new sub-processor provided that the Customer is given 14 days prior notice and the Customer does not object to such changes within that timeframe. If the Customer objects to the appointment of a new sub-processor within such period the Supplier shall use reasonable efforts to make available to the Customer a change in the Services or recommend a change to the Customer’s configuration or use of the Services, in each case to avoid the processing of Customer Personal Data by the objected-to sub-processor for the Customer’s consideration and approval. If the Supplier is unable to make available such change within a reasonable period of time, which shall not exceed 90 days or the Customer does not approve any such changes proposed by Supplier, the Customer may, by providing written notice to Supplier, terminate the Service which cannot be provided by Supplier without the use of the objected-to sub-processor. 11. The Supplier will allow the Customer and its respective auditors or authorised agents to conduct audits or inspections during the term of the Agreement, and provide all reasonable assistance in order to assist the Customer in exercising its audit rights under this paragraph 11. If the Customer's request for information or access relates to a sub-contractor, or information held by a sub-contractor which the Supplier cannot provide to the Customer itself, the Supplier will promptly submit a request for additional information in writing to the relevant sub-contractor(s). The Customer acknowledges that access to the sub-contractor's premises or to information about the sub-contractor's previous independent audit reports is subject to agreement from the relevant sub-contractor, and that the Supplier cannot guarantee access to that sub-contractor's premises or audit information at any particular time, or at all. The purposes of an audit pursuant to this paragraph include verifying that the Supplier and its subcontractors are processing personal data in accordance with the obligations under this Schedule 1. 12. The Supplier will not process personal data outside the UK or European Economic Area, or a country in respect of which a valid adequacy decision has been issued by the European Commission or adequacy determined in another valid method under applicable Data Protection Legislation, except with the prior written consent of the Customer. 13. In the event that the Customer gives its consent to the Supplier transferring personal data outside the European Economic Area and a relevant European Commission decision or other valid adequacy method under applicable Data Protection Legislation on which the Customer has relied in authorising the data transfer is held to be invalid, or that any supervisory authority requires transfers of personal data made pursuant to such decision to be suspended, then the parties agree to discuss in good faith and facilitate use of an alternative transfer mechanism. 14. At the end of the Services, upon the Customer's request, the Supplier shall securely destroy or return such personal data to the Customer and delete existing copies unless UK, European Union or Member State laws require storage of such personal data. Annex 1 - Data processing information Nature and purpose of processing operations The personal data transferred will processed as follows (please specify): [E.g. For the provision of internet based hiring management application and related online services by the Supplier to the Customer and other purposes related or incidental thereto.] Categories of data subject The personal data transferred concern the following categories of data subjects (please specify): [E.g. individuals applying for jobs with the Customer] Categories of data The personal data transferred concern the following categories of data (please specify): [E.g. • identifying information, such as contact details, date of birth, address history, country of residence, nationality, citizenship… • application information, such as CV, job history, education history…] Special categories of data (if appropriate) The personal data transferred concern the following special categories of data (please specify): [Insert details if relevant] Duration of Processing [The personal data shall be processed for the term of the Agreement or for such longer or shorter period as the Supplier provides data processing services under the Agreement] [Note: The above items are given as examples only - Please consider if relevant (and if any other data items / processing operations are relevant)] Annex 2 – Approved Sub-Processors [Insert name of Microsoft legal entity] [Insert name of [MSP’s] legal entity] [Insert names of other legal entities, as appropriate]   Schedule 2 Template Order This Order dated [ ] (the "Commencement Date") is made between: PARTIES (1) APREXO LIMITED, a company incorporated in England and Wales under registration number 10548365 and having its head office at Ellenborough House, Wellington Street, Cheltenham, Gloucestershire, GL50 1YD, United Kingdom (the "Supplier"). and (2) [CLIENT FULL COMPANY NAME] incorporated and registered in [INSERT JURISDICTION] with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the "Customer"). THE PARTIES AGREE AS FOLLOWS: 1. This is an Order referred to in the SaaS Services Agreement dated [INSERT DATE] between the Customer and the Supplier (the "Agreement"). 2. This Order sets out a description of the SaaS Services and/or Additional Services to be provided by the Supplier and the Charges. 3. This Order forms part of the Agreement, in accordance with Clause 3 of the Agreement. 4. Implementation Plan 4.1 [INSERT DETAILS] 5. SaaS Services 5.1 [INSERT DETAILS] 6. Additional Services 7. Timelines 7.1 [INSERT DETAILS] 8. End Customers 8.1 The Customer shall be entitled to use the SaaS Services as part of its Customer Services provided to the following [types of] End Customers: (a) [INSERT DETAILS] 9. Charges 9.1 [INSERT DETAILS] This Order will come into force on the date set out above. Signed by [NAME OF DIRECTOR] for and on behalf of APREXO LIMITED ....................................... Director Date ....................................... Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF CLIENT] ....................................... [ROLE] Date ....................................... Schedule 3 Charges In consideration for the Supplier's provision of the SaaS Services under this Agreement, during the Initial Term and Renewal Period, and the Supplier's provision of any other services documented in Orders, the Client shall pay to the Supplier the following charges (the "Charges"), which will vary according to the terms detailed in paragraph 4 of this schedule. Such charges shall be non-refundable and will be invoiced by the Supplier as detailed below: 1. SaaS Charges 1.1 GBP [#] per annum invoiced annually in advance and on termination. 2. Operating Charges 2.1 Non-Azure Operating Charges: These charges include the standard level of support which may be supplemented subject to mutual agreement between the parties via an Order. 2.2 App Charges: In respect of each App provided as set out in the relevant Order, GBP [#] per month or part thereof (or such other amount as specified in the relevant Order), invoiced monthly in arrears and on expiry or termination of the Exit Period. 2.3 Connectivity Charges for connectivity via APIs or other methods: In respect of any connectivity provided as set out in an Order the following charges per App per month or part thereof (or such other amount as specified in the relevant Order), invoiced monthly in arrears and on termination. (a) To the Client’s applications via APIs: GBP [#] per client application. (b) To third party applications via APIs: GBP [#] per third party application. (c) To applications via other methods: GBP [#] per application. 2.4 Azure Charges: As agreed between the parties and invoiced as incurred periodically in arrears at a frequency matching that of the fees paid by the Supplier to Microsoft for Azure (the "Azure Charges Frequency"), and on termination. 3. Charges for Other Services 3.1 In consideration for the Supplier's provision of any other Services specified in an Order, fees as agreed between the parties and specified in the Order. Invoiced as incurred monthly in arrears and on termination. 4. Termination Charge 4.1 The Termination Charge is calculated as: (a) the SaaS Charges for the full period of the Initial Term; less (b) the sum of the SaaS Charges paid up to the date of termination of this Agreement. 5. Increases in Charges 5.1 The parties agree that on each anniversary of the Commencement Date, the Supplier may increase the Charges specified in this Agreement and any Orders entered into hereunder by the greater of; (i) [5]% or (ii) the CPI Rate. "CPI Rate" means the United Kingdom Consumer Price Index for the most recent twelve-month period. The Supplier shall give the Client written notice of any such increase two months before the proposed date of that increase. 5.2 The Supplier shall not increase any charges that are expressed as fixed charges in an Order during the term of the Order. 6. Currency 6.1 All Charges will be invoiced and shall be paid in British pounds sterling unless otherwise agreed between the parties. Schedule 4 Definitions and Interpretation 1. DEFINITIONS "Acceptance Criteria" has the meaning given to it in Clause 5.3; "Acceptance Tests" has the meaning given to it in Clause 5.1; "Additional Services" means the services to be provided by the Suppler in accordance with an Order agreed pursuant to Clause 8.1 that are additional to the SaaS Services and the Implementation Services; "Affiliate" means in respect of a party, any entity that from time to time, directly or indirectly, Controls, is Controlled by, or is under common Control with that party and any other entity agreed in writing by the parties as being an Affiliate in respect of either party; "Agreement" means this agreement together with the Schedules to it, together with any Orders entered into pursuant to Clause 3; "API" means an application programming interface provided by the Supplier from time to time in connection with the SaaS Services; "App" has the meaning given to it in Clause 8.2; "Assurance Centre" means the online repository of the Hosting and Security Policies and other information maintained and published by the Supplier regarding the SaaS Services (see www.[enter details]); "Authorised Users" means those employees and directors of the Customer or the Customer’s Affiliates (where identified in an Order), who are authorised to use the SaaS Services by the Customer pursuant to the enrolment process set out in Clause; "Business Day" means any day which is not a Saturday, Sunday or public holiday in London; "Charges" means the fees payable to the Supplier by the Customer for provision of the Services, as set out in each Order; "Commencement Date(s)" means the date(s) specified in an Order, from which the Supplier shall provide the Customer [with access to the relevant SaaS Services and/or Additional Services (as applicable)]; "Confidential Information" means all information in any medium or format (including written, oral, visual or electronic, and whether or not marked or described as "confidential"), together with any copies, under or in connection with this Agreement (or which is learnt or acquired by the Receiving Party in connection with this Agreement), whether before or after the date of this Agreement, and which would reasonably be regarded as confidential, BUT shall not include: (i) information which is in the public domain other than as a result of a breach of this Agreement or any separate confidentiality undertaking between the parties; (ii) information which the Receiving Party received, free of any obligation of confidence, from a third party which was not itself under any obligation of confidence in relation to that information, whether before the date of its disclosure by the Disclosing Party or otherwise; or (iii) information which the Receiving Party can show by its written or other records was developed or created independently by the Receiving Party or any member of the Receiving Party's Group. Confidential Information shall include trade secrets, discoveries, knowhow, designs, specifications, drawings, present or future products or services (including the SaaS Services) and markets, inventions, prototypes, algorithms, software of any kind or nature, including, but not limited to the Software, object or machine codes, source codes (whether revealed in the SaaS Services or disclosed by other means), computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information; "Control" means the ownership of, or power to vote in respect of, at least 50% of the voting stock, shares or interests of an entity; "Customer Data" means any data transferred to the Supplier by the Customer for input into the SaaS Services including any data input into the SaaS Services by the Authorised Users and including any data otherwise provided by the Customer to use in respect of the Services; "Customer Services" means those data mastering services which the Customer provides to its End Customers, which the Customer (subject to the terms of this Agreement) uses the SaaS Services to assist it to provide; "controller", "processor", "data subject", "personal data", "processing" and "appropriate technical and organisational measures" shall be interpreted in accordance with the GDPR; "Data Protection Legislation" means the GDPR, the UK Data Protection Act 2018, Directive 2002/58/EC and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities; "Disclosing Party" means a party disclosing its Confidential Information to the Receiving Party and in the case of the Customer may be the Customer, the Authorised Users and/or the Customer's Affiliates and in the case of the Supplier may be the Supplier and/or the Supplier's Affiliates, as applicable; "End Customers" means any third party customer of the Customer identified in the relevant Order who will receive the Customer Services pursuant to a separate contract between the Customer and such third party customer; "Expiry Date(s)" means the date(s) specified in an Order from which the Supplier shall cease to provide the Customer with access to the relevant Services; "GDPR" means, in each case to the extent applicable to the processing activities: (i) Regulation (EU) 2016/679; and (ii) Regulation (EU) 2016/679 as amended by any legislation arising out of the withdrawal of the UK from the European Union; "Group" in relation to each party means that party, its subsidiaries, its holding companies and every subsidiary of each such holding company from time to time (and for this purpose "subsidiary" and "holding company" shall be construed in accordance with section 1159 of the Companies Act 2006); "Hosting and Security Policies" means the Supplier’s published policies, located in the Assurance Centre and as updated from time to time in accordance with this Agreement, setting out its processes and procedures for maintaining the security, availability and performance of the SaaS Services; "Implementation Plan" means the plan to implement SaaS Services, as set out in the Order; "Implementation Services" has the meaning given in Clause 4.1; "Implementation Start Date" means the date(s) specified in an Order, from which the Supplier shall provide the Implementation Services; "Initial Term" shall have the meaning given to it in Clause 2.1; "Insolvency Event" means the occurrence of any one or more of the following events in relation to a party: (a) the party becomes unable to pay its debts (within the meaning of section 123[(1)(e) or (2)] of the Insolvency Act 1986), admits its inability to pay its debts or becomes insolvent; (b) a petition is presented, an order made or a resolution passed for the liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction), administration, bankruptcy or dissolution of the party; (c) an administrative or other receiver, manager, trustee, liquidator, administrator or similar person or officer is appointed to the party and/or over all or any part of the assets of the party; (d) the party enters into or proposes any composition or arrangement concerning its debts with its creditors (or any class of its creditors) generally; or (e) anything equivalent to any of the events or circumstances listed in limbs (a) to (d) (inclusive) occurs in any applicable jurisdiction; "Intellectual Property Rights" ("IPR") means: (i) patents, rights to inventions, designs, copyright and related rights, database rights, trade marks and trade names, in each case whether registered or unregistered; (ii) proprietary rights in domain names; (iii) knowhow, trade secrets and Confidential Information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world; "IPR Claim" means any claim or action against the Customer by any third party that the use of the SaaS Services (or any part of the SaaS Services) by the Customer, in accordance with the terms of this Agreement and the relevant Orders, infringes the copyright of that third party; "Order" means an order under this Agreement (based on the template set out in Schedule 2) which is agreed between the parties in accordance with Clause 3, under which the Supplier provides the relevant Services to the Customer; "Pre-Contractual Statements" shall have the meaning given to it Clause 22.6; "Receiving Party" means a party receiving Confidential Information from the Disclosing Party and in the case of the Supplier may be the Supplier and/or the Related Persons, as relevant; "Renewal Period" shall have the meaning given to it Clause 2.1; "Related Persons" means the Supplier's Affiliates and the Supplier’s and the Supplier's Affiliates’ employees, directors, officers, agents and subcontractors; "SaaS Services" means the SaaS solutions that the Supplier provides to the Customer pursuant to any Order. Only the Authorised Users shall be permitted to access the SaaS Services; "Sales Tax" means any applicable national, federal, state and local sales, use, value added, excise and other similar taxes, fees and surcharges that are legally or by custom borne by a purchaser of goods or services; "Security Breach" means any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that the Supplier processes in the course of providing the Services; "Service Description(s)" means the published specification for the Services, as updated from time to time in accordance with this Agreement; ["Service Level Agreement" means the agreement between the parties dated [DATE] governing the Service Levels.] "Service Levels" means the service level arrangements in respect of the SaaS Services set out in [the relevant Order / the Service Level Agreement]; "Services" means the SaaS Services, the Implementation Services and the Additional Services; "Software" means the software used by the Supplier, the Supplier's Affiliates and/or any sub-contractors in delivering the SaaS Services; "Term" means the Initial Term together with any Renewal Period; "UK Data Protection Legislation" means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; "Usage Rights" means the conditional basis upon which the Supplier provides the SaaS Services as set out in each Order, which may include specified permitted uses of the SaaS Services, a specified number of Authorised Users, technical storage or capacity limits relating to use of the SaaS Services, limitations on which Affiliates may use the SaaS Services and/or geographic constraints on access to the SaaS Services; and "Virus" means 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. 2. INTERPRETATION 2.1 The Clause and Schedule headings are for convenience only and shall not affect the interpretation of this Agreement. 2.2 Any reference to a Clause, Schedule or paragraph is to a Clause of this Agreement, Schedule to this Agreement, or paragraph of a Schedule to this Agreement. 2.3 References to the singular include the plural and vice versa, and references to one sex include the other sex. 2.4 Any reference to persons includes natural persons, firms, partnerships, limited liability partnerships, companies, corporations, unincorporated associations, local authorities, governments, states, foundations and trusts (in each case whether or not having separate legal personality) and any agency of any of the above. 2.5 Any phrase introduced by the terms "including", "include", "in particular", "such as", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding or following those terms. 2.6 Any reference to a statute, statutory provision or subordinate legislation (legislation) (except where the context otherwise requires): (i) shall be deemed to include any bye laws, licences, statutory instruments, rules, regulations, orders, notices, directions, consents or permissions made under that legislation: and (ii) shall be construed as referring to any legislation which replaces, re-enacts, amends or consolidates such legislation (with or without modification) at any time. 2.7 Any reference to an English legal expression for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal expression. 2.8 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules. 2.9 Any reference to "writing" or "written" includes email. 2.10 Any reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated from time to time in accordance with its terms (in each case, other than in breach of the provisions of this Agreement). 2.11 Unless specified to the contrary, any times stated in this Agreement refer to local time in London, United Kingdom.