ACCESS UK LIMITED STANDARD TERMS AND CONDITIONS …

1 ACCESS UK LIMITED . STANDARD TERMS AND CONDITIONS . BACKGROUND. 1. We are a provider of ACCESS Products and You wish to be provided with ACCESS Products. 2. You wish to be provided with ACCESS Product, technical support, and the benefit of IT consulting services on request. 3. The parties have agreed that these TERMS and CONDITIONS and the relevant Statement of Work(s) will collectively make up the Framework Agreement (as more particularly defined below) and will apply to the supply of ACCESS Products by Us to You. THIS FRAMEWORK AGREEMENT COMPRISES OF. 1. The Statement of Work(s); and 2. These TERMS and CONDITIONS , being: Background, Definitions, and Interpretations Core TERMS at Schedule 1: these govern the relationship between Us and You in relation to the ACCESS Products.

2 Data Processor TERMS at Schedule 2: these govern the processing of Your personal data by Us. Product Specific TERMS at Schedule 3: these apply only to the extent that We are to provide You with that ACCESS Product. DEFINITIONS AND INTERPRETATION. In this Agreement (including the Statements of Work) the following expressions shall have the following meanings: Acceptable Use Policy means the following policy which is available here: ACCESS Product means SaaS, Software (including components or modules that are owned by Us and made available under this Agreement either on premise or in the cloud), FlightPath, Direct Debit, Hosting Infrastructure Services, Managed Services, Variable Consumed Services or other product or service provided by Us to You as described in the relevant Statement of Work(s).

3 Where multiple ACCESS Products are purchased the definition shall apply to multiple ACCESS Products;. ACCESS Success Plan means any packaged support service that is specified in the Statement of Work, provided by Us in accordance with clause 4 of Schedule 3;. Account Country is the country associated with your account. If you have provided a valid tax registration number for your account, then your Account Country is the country associated with your tax registration. If you have not provided a valid tax registration, then your Account Country is the country where your billing address is located, except if you have a credit card associated with your ACCESS account that is issued in a different country and your contact address is also in that country, then your Account Country is that different country.

4 Agreement means the Framework Agreement, as described above;. Annual Licence Fees means the fee payable for the Licence in each 12-month period, as described in clause 3 of Schedule 3;. Authorised User means any employee of Yours or a Permitted User (and not an employee of any Group Companies). that You have authorised to use an ACCESS Product;. Business Days means Monday to Friday excluding bank holidays and public holidays in the applicable Jurisdiction;. Business Hours means the hours of 0900 to 1700 (BST or GMT as applicable) on Business Days;. CaaS Content as a Service means the cloud based online ACCESS Product as set out in a Statement of Work;. CaaS Content means the following statement as updated from time to time by Us: Content Maintenance Statement Maintenance Statement Cancellation means the following policy as updated from time to time by Us.

5 Policy Confidential Information means any information, however conveyed or presented that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by the party as being confidential to it (whether or not it is marked confidential information ), or which ought reasonably be considered to be confidential. Confidential information shall not however, include any anonymised or aggregated data or information that We may create or derive from observing how You use the SaaS.

6 Consulting Services means the consultancy services specified in an applicable Statement of Work and may include, but not be LIMITED to, FlightPath, training, implementation, configuration, integration and or general IT. consultancy services;. Contracting Party means the party identified in the table below, based on the ACCESS Product. Where You have multiple ACCESS Products, the agreement will be split into multiple agreements between You and the relevant Contracting Entity. ACCESS Product ACCESS Contracting Party Registration Number and Country EarlyPay ACCESS Paysuite Ltd 04595169, England and Wales PeopleXD (where Your Core Computer Consultants 91755, Republic of Ireland Account Country is in the LIMITED V4 Property of ACCESS UK LIMITED Copyright August 2021 ACCESS UK Ltd | All rights reserved Classification Confidential 1.)

7 Republic of Ireland). PeopleXD (where Your ACCESS UK LIMITED or as set out in 02343760, England and Wales Account Country is located the Statement of Works anywhere other than the Republic of Ireland Other ACCESS Products ACCESS UK LIMITED or as otherwise 02343760, England and Wales set out in the Statement of Works Customer Data means any of the data and/or databases owned by You and provided to Us in connection with this Agreement;. Customer Equipment means Your computer equipment, operating system, computer network infrastructure hardware and associated telecom links and networks;. Documentation means documents or on-line help (provided in any media) relating to the ACCESS Product which may be updated from time to time.

8 Effective Date has the meaning set out clause of Schedule 1;. Event of Insolvency means the situation in which a party becomes insolvent, has an insolvency practitioner appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution for it to be wound up (otherwise than in the furtherance of a scheme for solvent amalgamation or reconstruction), or an analogous event occurs in respect of a party in any jurisdiction to which that party is subject;. Exit Policy means (if applicable) the policy document which sets out the offboarding process for the ACCESS Product which may be updated by Us from time to time;. Fees means the Annual Licence Fee, Initial Licence Fee, Support Fees, SaaS Fee, and fees for Services or any of them and any other fees, charges costs and expenses paid or payable under this Agreement by You.

9 FlightPath means (if available) a defined implementation process for ACCESS Product as set out in a Statement of Work and at Further Term means a further term of 12 months or such other period as is set out in a Statement of Work commencing at the conclusion of the Initial Term or any Further Term;. Group Companies means any company which is a holding company or subsidiary of Yours, or a subsidiary of a holding company of Yours. The definitions of subsidiary and holding company shall be as given to them at section 1159 of the UK's Companies Act 2006 (as amended from time to time);. Governing Law (and The governing law and jurisdiction of the Agreement is determined by the ACCESS Contracting Party, as Jurisdiction) set forth in the table below: Contracting Party Governing Law Jurisdiction ACCESS UK Ltd, ACCESS Paysuite The laws of England and Wales Courts of England and Wales Ltd Core Computer Consultants The laws of the Republic of Ireland Courts of Ireland LIMITED , Hosting means the deployment set out in the relevant hosting Statement of Work.

10 Infrastructure Services Initial Licence means, if applicable, the permission granted to the Licensee to hold the Software only but not ACCESS or use the ACCESS Product;. Initial Term means 36 months from the Start Date or such other period as is set out in a Statement of Work;. Initial Licence Fee means the fee for the Initial Licence (if applicable) as set out in the relevant Statement of Work;. Installation Date means the sooner of go live or 90 days after the Effective Date;. Intellectual means all intellectual and industrial property rights, including patents, trademarks, logos, brand, company Property Rights names, rights in databases, rights in designs, inventions, discoveries, know-how and copyrights (including rights in computer software) (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world.