EDISON365 TERMS AND CONDITIONS These “Terms and Conditions” are an integral part of the End User Subscription Service Agreement to which they are attached (the “Subscription Agreement”). The terms “We”, “Us” and “Our” refer to EDISON365, LIMITED, a company incorporated and registered in England and Wales with company number 11278591 and registered office address at Jubilee House, Third Avenue, Marlow, Buckinghamshire, SL7 1EY, and the terms “You” and “Your” refers to the End User named in the Subscription Agreement. Terms used in these Terms and Conditions but not defined herein shall have the meaning ascribed to them in the Subscription Agreement. 1. INTRODUCTION 1.1 These Terms and Conditions establish the contractual framework under which We grant You access to, and You may use edison365 (Your “Subscription”). The Subscription Agreement shall specify the scope and extent of access to and use of edison365 to be provided by Us. 1.2 You will be guided through the subscription process when You make a purchase. Before confirming a purchase, You will be given the opportunity to review Your Subscription and amend any errors. Please ensure that You check carefully before confirming Your purchase. 1.3 These Terms and Conditions will become effective on execution of the Subscription Agreement and shall be incorporated into the Subscription Agreement to the exclusion of any other terms or conditions implied by law, trade custom, practice or course of dealing or any other standard terms and conditions, including any terms and conditions on a customer purchase order or similar. Acceptance by Us of Your Subscription Agreement is indicated by Us sending You a “Subscription Confirmation” by email. 1.4 Subscription Confirmations may contain the following information: (a) Confirmation of Your Subscription, including full details of the main characteristics and features of edison365 available as part of that Subscription; (b) Fully itemized pricing, including, where appropriate, taxes and other additional charges; (c) Details of the duration of Your Subscription including the start date and the end and/or renewal date. 1.5 If We do not accept or cannot process Your Subscription purchase for any reason, no payment will be taken under normal circumstances. If We have taken payment in such circumstances, the payment will be refunded to You as soon as possible and in any event within 14 days. 1.6 Subject to the cancellation provisions in Clause 12, once You have confirmed Your Subscription purchase, Your Subscription cannot be cancelled until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed. 1.7 By purchasing a Subscription, You are expressly requesting that You wish access to edison365 to be made available to You immediately. For more details of cancellation please refer to Clause 12. 1.8 In the event We enter into more than one Subscription Agreement with You, then each Subscription Agreement constitutes a separate agreement and termination of any one Subscription Agreement shall not affect termination of any other Subscription Agreement (although this shall not prevent more than one Subscription Agreement from being subject to termination if termination circumstances apply to them). 1.9 If We offer and You accept a free trial of edison365, then the applicable provisions of these Terms and Conditions will also govern that free trial. 2. DEFINITIONS AND INTERPRETATION 2.1 The following expressions shall have the following meanings in an Agreement. Acceptable Use Policy means the “Acceptable Use Policy” attached to these Terms and Conditions on Annex 1 as may be updated by Us from time to time. Account means an account required to access and use edison365. Agreement means the Subscription Agreement, these Terms and Conditions and the Documentation. Confidential Information means any and all information or data which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after the Effective Date by or on behalf of the disclosing party (the, "Disclosing party") to the receiving party (the, "Receiving party") in writing, orally, through visual means, or by the Receiving party's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the Effective Date, owned or controlled by the Disclosing party. Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018 and all laws and regulations applicable to the processing of Personal Data under or in relation to this Agreement. Documentation means the specification and technical and user documentation for edison365 made available to You by Us from time to time. edison365 means the modular provider hosted suite which makes use of Office365 and Azure to provide end to end innovation and portfolio management functionality as more particularly described in the Documentation and/or at www.edison365.com to be provided by Us to You as set out in the Subscription Agreement and herein. Fees means the fees described in Subscription Agreement. Intellectual Property Rights means patents, copyright and related rights, trade marks, domain names, rights in designs, rights in computer software, database right, moral rights, and any other intellectual property rights, in each case whether registered or unregistered and including all vested and future rights, rights to sue and applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. Personal Data Breach means a breach of security leading to the destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data. Personal Data, Data Subject, Controller, Processor and Process shall be interpreted in accordance with applicable Data Protection Law. Renewal Term means the twelve month period for which Your Subscription will be automatically renewed unless (i) stated otherwise in the Subscription Agreement or (ii) a party gives notice in accordance with Clause 12.1. Services means the Subscription services or Support as specified in the Subscription Agreement. Subscription Term means the Initial Term together with any Renewal Terms during which We will make edison365 available to You. Support means remote technical support and maintenance services performed by Us for You to correct and remedy faults, defects, errors, bugs and failures to comply with any warranty in the Subscription Agreement. Third Party Software means the software known as “Highcharts”. User Content means any and all data, information and content uploaded, inputted or installed by You or Us on Your behalf for the purpose of using or facilitating the use of edison365. User means an individual employee authorized by You to use edison365, for whom You have purchased a subscription and to whom authorization credentials have been supplied. 2.2 The headings in these Terms and Conditions are for ease of reference only and shall not affect the construction or interpretation of any provision to which they refer. 2.3 Any reference to a statutory provision shall include that provision as from time to time modified or re-enacted; provided, that in the case of modifications or re-enactments made after the Effective Date the same shall not have effected a substantive change to that provision. 2.4 Unless the context requires otherwise, words denoting the singular include the plural and vice versa and words denoting any one gender include all genders and vice versa. 2.5 Any reference to a person shall include an individual, partnership, corporate or unincorporated body. 2.6 References to any party shall include its personal representatives, lawful successor in title and permitted assigns. 2.7 A reference to writing or written includes email. 2.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done. 2.9 The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible. 2.10 The attachments to these Terms and Conditions form part of these Terms and Conditions and shall have effect as if set out in full in the body of these Terms and Conditions. If and to the extent of any conflict or inconsistency between the Subscription Agreement, these Terms and Conditions and the Documentation, the order of priority for the purposes of construction is, in descending order: (a) the Subscription Agreement, (b) these Terms and Conditions, and (c) the Documentation. 3. ACCESS TO AND USE OF EDISON365 3.1 We will, during the Subscription Term, make edison365 and the Documentation available to You on and subject to the terms and conditions of this Agreement. 3.2 We will make edison365 and Documentation available to You on a non-exclusive, non-transferable basis during the Subscription Term solely for Your internal business operations and on and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, You acknowledge that edison365 includes (i) the Third Party Software which is licensed to You under the provisions of the applicable Third Party Software licence terms, and (ii) some components that are licensed to You under “free software” or “open source” licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof and/or have access to the source code for such components (“Free Software Licenses”). To the extent stated in any applicable Free Software License,