IDE Group Manage Limited - Managed IT Services Provider

1 Created by: Legal Department Date: 20/12/2017 Version: IDE Group Manage Limited 0344 874 1000 | Registered Office: Napoleon House, Riseley Business Park, Riseley, Reading RG7 1NW Company Registered in England & Wales, Company Number 02758710 IDE Group Manage Limited Standard Terms and Conditions for the Purchase by IDE Group of Goods and Services 1 Definitions In these Standard Terms and Conditions for the Purchase of Goods and Services unless the context otherwise requires: Agreement means these Terms and Conditions, together with any PO(s) issued by the parties. Business Days means any day (other than a Saturday or Sunday) on which commercial banks are open for non-automated business in the City of London. Goods Delivered means the later of completion of the unloading of the Goods in the area and at the location specified by IDE Group in the PO or Order Amendment, or the issue by IDE Group of a certificate of acceptance in accordance with Clause Goods means such goods as set out in any quotation or PO issued under this Agreement.

2 IDE Group means the IDE Group Manage Limited , a Limited company registered in England and Wales (company number 02758710) whose registered address is at Rutland House, 44 Masons Hill, Bromley Kent BR2 9JG or such other affiliate of IDE Group Manage Limited as is indicated on the Purchase Order. Order Amendment means IDE Group s authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment. Parties means IDE Group and the Supplier together. Purchase Order or PO means IDE Group s authorised Purchase Order to purchase Goods or Services . Services means such Services as set out in any quotation or PO issued under this Agreement. Supplier means the company named and identified on the PO to provide the Services and/ or the Goods to IDE Group .

3 2 The Agreement The Agreement shall not include any of the Supplier s conditions of sale, notwithstanding reference to them in any document. This Agreement apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Supplier hereby waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier that is inconsistent with this Agreement. Delivery of Goods or Services in response to a PO or Order Amendment shall be taken to imply that the Supplier has accepted the terms and conditions herein. 3 Payment In consideration of the Supplier providing the Goods and Services , IDE Group shall pay all valid invoices for charges on the last day of the month following the month of invoice.

4 No change to the prices set out in a quote or PO shall be made unless agreed by IDE Group in writing. All prices, rates and charges referred to in the PO are inclusive of packaging, insurance, carriage and all other charges, taxes and duties. The Supplier shall identify any part of any invoice that is zero-rated for or exempt from VAT with a full explanation. IDE Group shall have the right to set-off any payment due to the Supplier, or which at any time may become due to the Supplier under a valid invoice, against any sums owed to IDE Group by the Supplier under the Agreement or otherwise. IDE Group may withhold payment of any invoice which it disputes, provided that IDE Group informs the Supplier of such dispute before such invoice becomes due and payable. If any sum due and payable under the Agreement is not paid by IDE Group in accordance with the agreed payment terms, the Supplier shall be entitled (without prejudice to any of its other rights) following receipt by IDE Group of written notice from the Supplier, to charge interest at the rate of 1 per cent above the base rate of the Bank of England from time to time in force from the date of such notice until the date of actual payment.

5 Interest shall not accrue or be payable where monies are set-off or withheld pursuant to Clauses and/or The parties agree that the right to claim interest under this Clause is a substantial remedy for late payment and is in substitution for any statutory or other right to claim interest and/or other remedy for late payment under the Late Payment of Commercial Debts (Interest) Act 1998. 4 Confidentiality Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed to it by the other party concerning the business or affairs of the other party, including information relating to a party's operations, processes, plans, know-how, designs, trade secrets, software, market opportunities and customers ( Confidential Information ), except as permitted by Clause Each party may disclose the other party's Confidential Information.

6 To its employees, officers, agents, consultants, advisers or subcontractors ( Representatives ) who need to know such information for the purposes of carrying out the party's obligations under the Agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations contained in this Clause 4 as though they were a party to the Agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations set out in this Clause; as may be required by law, court order or by any governmental or regulatory authority to which the relevant party is subject to or submits; and to the extent the Confidential Information has become publicly available or generally known to the public at the time of the disclosure, other than as a result of a breach of this Clause 4.

7 5 Intellectual Property and Data Protection Unless agreed between the parties, the Agreement does not assign or otherwise transfer any Intellectual Property Rights (which for the purposes of the Agreement shall mean all intellectual property rights whether or not registered or registrable and including IDE Group Manage Limited Document Title: Standard Terms and Conditions for the Purchase by IDE Group of Goods and Services Created by: Andr Wessels Version: 20171219 Page | 3 0344 874 1000 | all extensions, renewals and applications thereof and including without limitation all copyright, trademarks, trade names, design rights, database rights, confidential information, trade secrets or know-how) existing at or prior to the date of the Agreement (the Pre-Existing IPR ). Neither party may assert ownership of the other party's Pre-Existing IPR.

8 The Supplier hereby assigns to IDE Group to the fullest extent possible and for IDE Group to hold absolutely, with full title guarantee and free from all third-party rights and encumbrances, all Intellectual Property Rights and all items created through the performance of its obligations under the Agreement. Each party hereby grants to the other a non-exclusive, royalty free licence of its Pre-Existing IPR for the duration of this Agreement: in the case of such licence granted to the Supplier, to the extent required to provide the Services and otherwise comply with its obligations under the Agreement; in the case of such licence granted to IDE Group , to enable IDE Group to receive, use and enjoy the Goods and Services and for its own internal and other proper business purposes and to make such Goods and Services available to be used by IDE Group customers; and neither party may assign, licence, grant security over or otherwise transfer the other party s Pre-Existing IPR.

9 The Parties shall comply with all applicable data protection legislation in force from time to time including the Data Protection Act 1998 and all guidance and codes of practice issued by applicable supervisory authorities in connection therewith and any amendments or superseding legislation. 6 Announcements The Supplier shall not without prior written consent from IDE Group in any way advertise or publicly announce that it is undertaking or has undertaken work for or provided Goods or Services to IDE Group . The Supplier shall not use any trade name, logo or other trade mark of IDE Group without IDE Group s prior written agreement. 7 Indemnity The Supplier shall indemnify, keep indemnified and hold IDE Group harmless from all claims and all direct, indirect and consequential liabilities, costs, proceedings, damages, losses and expenses (including legal and other professional expenses on a full indemnity or solicitor and client basis), awarded against, or incurred or paid by, IDE Group or its sub-contractor as a result or in connection with: any breach of any of the Supplier s contractual obligations under the Agreement (without regard to the rules on remoteness) or any statutory or regulatory breach.

10 Any claim made for any liability, loss, damage, injury, cost or expense to the extent that any such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from a direct or indirect breach or negligent performance, or any fraud, dishonesty or illegality or failure or delay in performance of the Agreement by the Supplier; any breach of Clause 4 (Confidentiality) or Clause (Data Protection) of the Agreement; any claim that the Goods and/or Services or the use or provision of the same infringes the Intellectual Property Rights or any other rights of a third party or is otherwise unlawful; and any damage or destruction to any IDE Group premises or to any issued property belonging to IDE Group . For the purpose of this Agreement, a Claim is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the Indemnifying Party ) may be obligated to defend, indemnify and hold the other party (the Indemnified Party ) harmless.