LICENCE AND SUPPORT SERVICES TERMS 1. Definitions. 1.1. “Company’s Technology” means the technology described in Appendix A and all associated documentation and information relating thereto. 1.2. “Confidential Information” means any and all information disclosed by either Party (the “Disclosing Party”) to the other or otherwise obtained or accessed by the other (the “Receiving Party”), which is marked “confidential” or “proprietary” or which should reasonably be understood by the Receiving Party to be confidential or proprietary, including, but not limited to, any information that relates to financial information, business plans, employees, products and services of the Disclosing Party; 1.3. “Documentation” means the written or electronic descriptions, instructions or manuals, issued by the Company including any updates thereto, relating to the operation and use of the Company’s Technology; 1.4. “Effective Date” means the date that this Agreement becomes effective, being the date when the last Party signs the Agreement; 1.5. “Error” means a failure of the Company’s Technology to substantially conform to the Documentation; 1.6. “Good Industry Practice” means that level of skill and expertise, diligence and foresight reasonably expected; 1.7. “Intellectual Property” means patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, 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 rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 1.8. “Services” shall mean the provision by the Company of (i) initial configuration of the report templates forming part of the Company’s Technology specifically for the CUSTOMER; and (ii) support and maintenance services in relation to the Company’s Technology; 1.9. “Service Levels” shall mean the performance standards which the Company shall meet in connection with the provision of the Services as set forth in Schedule 2; 1.10. “Subcontractor” means a third party contracted or engaged by the Company to perform any of the Services; 1.11. “Term” means the period of this Agreement; 1.12. “Virus” means malware such as a virus or other contaminant (including bugs, worms, logic bombs, trojan horses or any self- propagating or other program) that may infect, erase, alter, prevent operation or cause damage to software, hardware or data or which enables unauthorised access to or theft of or damage to data or which otherwise impairs the operation of computer systems or services; 1.13. “Working Hours” means 9.00 am to 6.00 pm on a Working Day. “Working Day” means any day other than a Saturday, Sunday or a UK bank or public holiday; 1.14. “Year” shall mean each twelve (12) month period of the Agreement during the Term, beginning on the Effective Date. 1.15. A reference to any provision of any enactment or statute will be construed as a reference to that enactment or statute as amended, re-enacted or extended at the relevant time. 1.16. References to any time of day are to UK time. 1.17. Where used in any part of this Agreement the phrase “endeavour” or “reasonable endeavours” shall be taken to mean “an obligation to do whatever should reasonably be done in the circumstances by a responsible and reasonably funded licensor or licensee to fulfil the obligation concerned and the commitment to the other party. 1.18. A requirement for anything to be in ‘writing’ includes email. 2. Services: 2.1. Right of use. In consideration of the payment by the CUSTOMER of the Fees, the Company hereby grants to the CUSTOMER a non-exclusive licence for the duration of the Term to use the Company’s Technology for its own personal, internal use (except where additional licensees with the Customer’s corporate group are expressly referenced in Schedule 1 ). The CUSTOMER is expressly prohibited from using the Company’s Technology in order to provide services to any third party whether in return for payment or not. To facilitate use, the Company will, promptly following the date of this Agreement, provide the Company’s Technology in object code as well as (i) appropriate supplementary Documentation to provide information on how to use the Company’s Technology and (ii) a PowerBi Template (.pbit) in which the reports will have been individually preconfigured by the Company for the CUSTOMER’s use. 2.2. The CUSTOMER undertakes during the Term not to (i) develop any technology which competes with the Company’s Technology (ii) make any changes to the Company’s Technology or the PowerBI Templates provided. 2.3. Warranty The Company warrants that on the Effective Date, to the best of its knowledge and belief, the Company’s Technology performs substantially in accordance with the Documentation. The Company does not warrant that the Company’s Technology will operate completely error free. 2.4. Support Services. Subject to the terms and conditions of the Agreement, the Company agrees to provide the Services to the CUSTOMER throughout the Term. The Company will use all reasonable endeavours to provide the Services in accordance with the Service Levels. The Services are designed to remedy Errors in the Company’s Technology as soon as reasonably practicable. In providing the Services, the Company will comply with Good Industry Practice. The Company does not warrant that it will be able to correct all Errors. The CUSTOMER shall reasonably co-operate and provide such information as it can to enable the Company to identify and correct any failure of the Company’s Technology to function in accordance with the Documentation. 2.5. API feeds The Company’s Technology extracts and presents information derived from the API feeds within the CUSTOMER’s IT systems. If aspects of any resulting report are incorrect this may be due to problems with the feeds rather than the Company’s Technology. Such problems are not the responsibility of the Company and any such problems must be resolved under the CUSTOMER’s relevant Microsoft support arrangements. 2.6. Viruses The Company undertakes in accordance with Good Industry Practice to utilise up to date versions of leading anti-Virus software that are designed to identify and mitigate the effect of Virus(es) that may be present in the Company’s Technology. The CUSTOMER shall, however, remain responsible for undertaking its own virus checking in accordance with Good Industry Practice before installing the Company’s Technology or any updated version. 2.7. CUSTOMER’s Responsibilities. The CUSTOMER is responsible for procuring an appropriate licence to use Microsoft’s PowerBI Pro business data analytics tool as this is essential to be able to utilise the Company’s Technology. The CUSTOMER is also responsible for undertaking appropriate tests in accordance with Good Industry Practice before implementing the Company’s Technology in a live environment. 2.8. Amendments, Enhancements and Modification. No variation of or amendment to the terms of this Agreement will be valid and enforceable unless such variation or amendment is in writing that has been signed by authorized representatives of each Party. 2.5 Improvements Throughout the Term the Company shall actively look to continuously improve the Company Technology and shall make all new versions available to the CUSTOMER. The CUSTOMER may at any time submit to the Company ideas for improvements to the Company’s Technology or to any aspect of the reports produced by the Company’s Technology. The Company shall, in its discretion, decide which, if any, ideas it decides to pursue. By submitting any ideas for improvements, the CUSTOMER consents to the Company exploiting the idea for the benefit of its customers generally, owning all resulting Intellectual Property in the Company’s Technology as developed and without any financial obligation to the CUSTOMER whatsoever as a result. 2.6 Documentation updates. The Company shall update the Documentation promptly to reflect changes to the Company’s Technology. 3. Term. The Term shall commence upon the Effective Date for the period as stated in Schedule 1 (‘Initial Term’) and shall automatically renew for successive periods of one (1) Year (each a ‘Renewal Term’) until terminated in accordance with the provisions of the Agreement. 4. Payment. 4.1. Fees. The CUSTOMER shall pay to the Company the fees set out in Schedule 1 (‘the Fees’) in consideration of the licence granted by clause 2.1 and the Company’s agreement to perform the Services under the Agreement. The fees will be billed in accordance with Schedule 1. 4.2. Payment Terms: Payments are due thirty (30) days from the date of receipt of the applicable invoices by the CUSTOMER (“Due Date”). Any late payments may accrue late charges at the rate of 2% above the base lending rate of Barclays Bank plc from time to time or the maximum rate permitted by law, whichever is lower. 4.3. Billing Address: The Company shall submit invoices to the address specified in Schedule 1. 4.4. Taxes: Fees quoted are exclusive of any sales taxes such as VAT which will be charged at the applicable rate. 5. Termination. 5.1. Each Party shall be entitled to terminate this Agreement upon written notice to the other in the event of a material breach of the provisions of the Agreement (which may include cumulative or persistent breaches which, taken together, ought reasonably to be regarded as being material), provided that where such breach is capable of remedy, such material breach has not been cured within thirty (30) days of written notice. For the avoidance of doubt, breaches by the CUSTOMER of clauses 2.2, 9 and 10.7 are to be regarded as not being capable of remedy. 5.2. Termination on notice. Without prejudice to other rights or remedies under this Agreement, each Party may terminate the Agreement by giving a minimum of two (2) months advance written notice before the end of the Initial Term or a Renewal Term, in which event, the Agreement shall terminate at the end of the Initial Term or the Renewal Term, as applicable. 5.3. Termination for Insolvency. If either Party (a) files for bankruptcy; (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver, administrator or similar officer for it; (c) makes an assignment for the benefit of all or substantially all of its creditors; or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations or is otherwise unable to pay its debts as they fall due, then the other Party may, by giving written notice of termination to such Party, terminate the Agreement as of the date specified in such notice of termination. 5.4. Effect of Termination. Termination will not relieve CUSTOMER of the obligation to pay any Fees due or payable to the Company prior to the effective date of termination. Clauses 6 (Warranties and Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 9 (Confidentiality) and any other provision which by implication is intended to survive termination or expiry, shall survive termination or expiry. Valid termination by the Company in accordance with these terms shall not entitle the CUSTOMER to any refund of unused prepaid fees. 5.5. On termination or expiry, the CUSTOMER shall promptly return to the Company, or otherwise permanently and securely dispose of as the Company may instruct, all copies of the Company’s Technology as well as all samples, technical pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers whatsoever sent to the CUSTOMER or made by the CUSTOMER relating to the Company's Technology which the CUSTOMER has in its possession or under its control. 6. Warranties and Disclaimers. 6.1. Authority. Each Party represents to the other that it is a valid legal entity and is in good standing or validly existing under the laws of the jurisdiction of its incorporation and residence. Each Party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under the Agreement; that the execution, delivery and performance of the Agreement has been duly authorized; that the Agreement is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under the Agreement; 6.2. DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND TERMS WITH RESPECT TO THE COMPANY’S TECHNOLOGY, THE SERVICES AND DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. 7. Indemnification. 7.1. Indemnification by the Company. The Company agrees to indemnify CUSTOMER against any damages incurred in connection with a third party claim alleging that the Company’s Technology or the Services infringes or misappropriates any patent, copyright, trade secret or other Intellectual Property right of such third party, provided that the CUSTOMER (a) provides prompt written notice of such claim to the Company and makes no admissions relating to any such claim without the Company’s express written consent, (b) grants the Company the exclusive right to defend and settle such claim, and (c) provides to the Company all reasonable assistance in the defence of such claim. In the event of a claim or threatened claim under this clause by a third party, the Company shall endeavour to carry out such modifications so that the Company’s Technology is no longer infringing without adversely impacting performance or function. If it is unable to do so and cannot obtain an appropriate licence on terms acceptable to it, it shall be permitted to terminate the licence granted under clause 2.1. 8. Limitation of Liability. 8.1. IN NO EVENT WILL (i) EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (ii) THE COMPANY BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFITS (iii) THE COMPANY BE LIABLE FOR ANY DAMAGE OR INTERRUPTION TO THE CUSTOMER’S IT SYSTEMS OR DATA HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, LIABILITY FOR FRAUD OR ARISING FROM THE COMPANY’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7.1, THE AGGREGATE LIABILITY OF THE COMPANY TO THE CUSTOMER FOR DAMAGES REGARDLESS OF THE FORM OF THE ACTION (AND WHETHER IN CONTRACT OR IN TORT) WILL BE LIMITED TO (A) FOR BREACHES OCCURRING IN THE FIRST 12 MONTHS FROM THE EFFECTIVE DATE 100% OF THE FEES PAID BY THE CUSTOMER TO THE COMPANY IN RESPECT OF THAT PERIOD (B) FOR BREACHES OCCURRING SUBSEQUENTLY, IN EACH YEAR OF THE AGREEMENT 100% OF THE FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM. 9. Confidentiality. 9.1. Confidential Information. Each Receiving Party agrees that it will not use or disclose any Confidential Information received from the Disclosing Party other than as expressly permitted under the terms of the Agreement or as expressly authorized in writing by the Disclosing Party. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any person or entity other than its officers, principals, employees and permitted subcontractors, advisors, auditors and regulators who need access to such Confidential Information in order to effect the intent of the Agreement or to perform their regulatory function and who are bound by confidentiality terms no less restrictive that those in this Agreement. 9.2. Exceptions. The restrictions in clause 9.1 will not apply to any Confidential Information that the Receiving Party can demonstrate (a) was known to it prior to its disclosure by the Disclosing Party; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the Receiving Party; (e) has been approved for release by the Disclosing Party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice thereof, to the extent practicable, to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure. 9.3. Injunctive Relief. The Parties agree that a breach of Confidential Information may cause irreparable damage which cannot be remedied monetarily and therefore the Parties agree that in addition to any other remedies available at law or hereunder, the Disclosing Party will be entitled to seek injunctive relief for any threatened or actual disclosure of Confidential Information by the Receiving Party in breach of this Agreement. 10. General Provisions. 10.1. Marketing and Publicity. Neither Party shall, without the prior written consent of the other Party, use the other Party's name in any marketing materials published through any medium including, but not limited to, any website, press releases or case studies. If permission is granted it may be revoked on reasonable notice. The Party who is given permission undertakes to comply with any specifications notified by the other Party regarding the precise form in which any use of its name and logo is to take place. 10.2. Governing Law and jurisdiction. The laws of England and Wales will govern this Agreement and the relationship between the Parties and each Party agrees that all disputes arising out of or in connection with this Agreement, and/or with its negotiation, validity or enforceability, and/or the relationship between the Parties, (in each case whether or not regarded as contractual claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales. As the sole exception to this, the Company may seek injunctive relief in any jurisdiction that it considers appropriate. In the event of a dispute between the Parties, the Parties will first attempt in good faith to resolve such dispute by negotiation and consultation between themselves. 10.3. Compliance with Laws. Each Party will be responsible for compliance with all applicable laws and government or other applicable regulations when performing its obligations under this Agreement or when exploiting the rights granted under this Agreement. 10.4. Force Majeure. Neither Party will be liable to the other to the extent fulfilment or performance of any terms or provisions of the Agreement are delayed or prevented by causes not within its reasonable control. Upon the occurrence of a cause claimed to be within the scope of this clause, the Party claiming relief shall forthwith notify the other in writing (and provide reasonable details of the cause and its impact / anticipated duration and what is being done or intended to circumvent or mitigate the impact) and take such reasonable action to mitigate the effect of such cause and to continue to perform its affected obligations. If a delay or failure to perform due to an event of Force Majeure within the meaning of this clause continues for more than 30 days, the other Party shall be entitled to terminate the Agreement by written notice. 10.5. Notices. All notices under the Agreement will be in writing and will be delivered or sent by (a) first class mail, registered or certified, return receipt requested, postage pre-paid; or (b) express mail, or express courier with a tracking system, to the address specified in the Agreement; or c) via e-mail to the address for notices set out in Schedule 1. Notices will be deemed given on the day actually received by the Party to whom the notice is addressed. 10.6. Independent Contractors. The relationship of the Company and the CUSTOMER is that of independent contractors. Neither Party has any authority to act on behalf of the other Party or to bind it, and in no event will the parties be construed to be partners, employer-employee, or agents of each other. 10.7. Intellectual Property Rights. All Intellectual Property Rights belonging to a Party to this Agreement prior to the Agreement Effective Date shall remain vested in that Party and no Party shall have ownership or use rights over the other Party’s Intellectual Property except as expressly set forth in this Agreement. The Company owns all rights, including Intellectual Property rights, in the Company’s Technology and in the Services, any materials relating thereto, and any modifications, enhancements, customizations, updates, revisions or derivative works thereof. No transfer of ownership will occur under the Agreement. All rights not expressly granted to the CUSTOMER are reserved by the Company. Without prejudice to the right of the CUSTOMER or any third party to challenge the validity of any Intellectual Property Rights of the Company, the CUSTOMER shall not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property rights of the Company and shall not omit or authorise any third party to omit to do any act which, by its omission, would have that effect or character. The CUSTOMER shall, at the expense of the Company, take all steps as the Company may reasonably require to assist the Company in maintaining the validity and enforceability of the Intellectual Property Rights of the Company during the Term. The CUSTOMER shall not: (a) copy the Company’s Technology or any part of any of them except to the extent and for the purposes expressly permitted by this Agreement; (b) modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright or other Intellectual Property rights in the Company’s Technology except and only to the extent that it is expressly permitted by applicable law. 10.8. Waiver. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies and no single or partial exercise of a right or remedy provided by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy. To be valid any waiver must be in writing and signed by an authorised representative on behalf of the Party granting the waiver. 10.9. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to its subject matter, and supersedes any other representations, understandings or agreements between the Parties relative to such subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not expressly set out in this Agreement. 10.10. Assignment. The CUSTOMER may not assign, sub-contract, sub-licence or otherwise transfer, by operation of law or otherwise, its rights and obligations under this Agreement without the prior written consent of the Company, which consent will not be unreasonably withheld. 10.11. Modifications. No modification of the Agreement will be effective unless contained in writing and signed by an authorized representative of each Party. No term or condition contained in any purchase order or similar document issued by the CUSTOMER will apply unless specifically agreed to by the Company in writing. 10.12. Counterparts. The Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which together constitute one and the same Agreement. The Parties agree that electronic signatures are valid signatures for enforcement of the Agreement. 10.13. Miscellaneous. Headings are for reference purposes only and will not affect the interpretation or meaning of the Agreement. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of the Agreement will remain in full force and effect. 10.14. Audits. Upon notice from the Company, the CUSTOMER shall provide the Company’s auditors, as the Company may from time to time designate, with reasonable access, at all reasonable times, to: (1) CUSTOMER personnel; (2) information and records that relate to compliance with the licence granted under clause 2.1 and the terms of this Agreement. Each party shall bear their own costs in connection with the carrying out of any audit pursuant to this clause except where the audit identifies material breaches of the Agreement by the CUSTOMER in which event the CUSTOMER shall reimburse the Company for the reasonable cost of carrying out the audit. If the audit reveals breaches of the Agreement by the CUSTOMER, it shall promptly take appropriate remedial action at its own cost to remedy the breach. This right of audit shall survive termination or expiry of this Agreement. 10.15. Record Retention. The Company will keep and maintain complete and accurate records relating to its use of the licence granted by clause 2.1 and its compliance with the terms of this Agreement both during the Term and for 6 years post termination or expiry. 10.16 The Parties do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise by any person who is not a Party. SIGNED by on or behalf of the Parties: THE COMPANY Name: Title: Date: THE CUSTOMER Name: Title: Date:   APPENDIX A COMPANY’S TECHNOLOGY [DSPT View is an application software tool which the licensee deploys within their own IT system. It gathers information from API feeds within the relevant IT system and presents that information in the form of reports in order to highlight the update/version status of applications and operating systems and aspects of configuration/ security compliance.]   SCHEDULE 1 INITIAL TERM, FEES AND INVOICING The Initial Term - 1 Year from the Effective Date Details of any additional permitted users within the CUSTOMER’s corporate group. Fees The Company reserves the right to increase the annual Fee by no more than the annual percentage increase in the CPI published by the UK Government immediately prior to the relevant anniversary of the Effective Date. Invoicing dates – each anniversary of the Effective Date Invoices to be submitted to Address for notices (including email)   SCHEDULE 2 SUPPORT SERVICE LEVELS 1. SUPPORT SERVICES The Company will provide the Services as detailed below and in the Agreement. The Company shall be responsible for tracking and managing the resolution of Errors in accordance with the SLA below and shall keep the CUSTOMER Account Manager informed in a timely manner. 1.1 ERROR NOTIFICATION CUSTOMER authorized personnel may notify the Company of any Error via the agreed online tool or the Company Support Desk phone or email contacts. The Company may consult with the CUSTOMER for more information if necessary. Service Hours: the Support Service hours are Working Hours. Error prioritisation : Severity Definition Severity 1 Urgent: failure of the Company’s Technology that does not have a current circumvention, but which has a significant impact on the efficacy of the Company’s Technology. Severity 2 Normal: partial or periodic failure of the Company’s Technology that has limited impact on the efficacy of the Company’s Technology or where a reasonable, temporary solution to an Urgent Error is available. Response Times: Service Level Response times are defined as follows: Service Level Severity 1 Within 4 Working Hours Severity 2 Next Working Day For these purposes a Response means acknowledgement of the Error, confirmation of its severity level and commencement of initial analysis of the cause of the Error. Resolution Times: Service Level target Resolution times are defined as follows: Severity Service Level 1 8 Working Hours 2 2 Working Days For these purposes, Resolution means the provision of a solution to the Error by the Company which resolves the situation and results in the Company Technology performing in accordance with the Documentation.