The Customer’s attention is drawn to the exclusions from and limitations of liability contained in these Terms and Conditions and in particular to the provisions of clauses 4.13, 5, 6.3, 6.4, 8.1, 9.2, 10, 12, 27 and 28 of Part A of these Terms and Conditions and clauses 2.3 and 2.4 of Part B of these Terms and Conditions and clause 3 of Part D of these Terms and Conditions.

The Customer should be aware that the Customer may be entering into a commitment for a time period as set out in this Agreement and the SynergyCare Support Schedule.

Between:

Synergy Technology Ltd (a company registered in England under number 03459600) whose registered office is at Wyre House, Nateby Technology Park, Cartmell Lane, Nateby, Preston, PR3 0LU trading as Synergy Technology Ltd (“Synergy Technology”); and

The person, partnership, company or other undertaking named as the Customer in the
Quotation (the “Customer”).

Background:

(1) The parties have been in negotiation regarding the supply of certain computer software and the provision of certain services;

(2) The parties have agreed to enter into these Terms and Conditions to define their contractual rights and liabilities between themselves and to regulate the other documentation which has been produced in the course of those negotiations.

It is agreed as follows:

PART A : GENERAL PROVISIONS

Definitions

In these Terms and Conditions:

1.1 “Additional Charges” means charges, payable by the Customer and to be calculated by Synergy Technology in accordance with Synergy Technology’s standard rate for time, materials, travel, accommodation and subsistence from time to time prevailing;

1.2 “Agreed in Writing” means agreed in writing or by electronic signatures on behalf of the Customer and agreed in writing by a director of Synergy Technology;

1.3 “Agreed Notice” means the period of ninety (90) days;

1.4 “Agreement” means the agreement based on these Terms and Conditions;

1.5 “Assumption” means any assumption indicated as such in the Quotation or the Project Scope;

1.6 “Commencement Date” has the meaning given to that phrase in clause 14.1 below;

1.7 “Consent in Writing” means consent by a director of Synergy Technology and Agreed in Writing;

1.8 “Consequential Loss” means pure economic loss, loss of profit, loss of business
and like loss;

1.9 “Intellectual Property Right” means a patent, right in a design, copyright, trade mark, database right and any other intellectual property right whether or not registered or capable of registration;

1.10 “Initial Commencement Date” has the meaning given to that phrase in clause
14.1 below;

1.11 “Part” means a part of this Agreement;

1.12 “Project Scope” means the document (if any) headed “Project Scope” or similarly
headed sent by Synergy Technology to the Customer;

1.13 “Proprietary Software” means the computer software created by Synergy Technology and licensed to the Customer by Synergy Technology pursuant to this Agreement being the software indicated as such in the Quotation (and whether such software is of a bespoke nature or otherwise);

1.14 “Quotation” means the document headed “Quotation” or similarly headed sent by Synergy Technology to the Customer or any other similar document in which Synergy Technology provides the price of specific services to the Customer together with the SynergyCare Support Schedule (if any) referred to in that document;

1.15 “Services” means the Services indicated in the Quotation to be supplied by Synergy Technology together with any other services from time to time agreed to be supplied by Synergy Technology to the Customer;

1.16 “Site” means the Customer’s premises specified in the Quotation;

1.17 “Specification” means the specification produced by Synergy Technology within the Quotation, the Project Scope and separate documents entitled “specification” or similar setting out the scope and functionality to be delivered to the Customer by Synergy Technology;

1.18 “Specified Software Supplier” means third party cloud software suppliers SuperOffice AS of Norway, Pegasus Software Ltd (registered in England under number 02766416) or Microsoft Corporation of Redmond, Washington, United States

(a company which is currently registered under the European Union privacy shield system and its UK equivalent);

1.19 “SynergyCare Support Schedule” means the document entitled SynergyCare Support Schedule or similar setting out details of the support for the Proprietary Software, Vendor Software and related Services to be supplied by Synergy Technology and the monies payable by the Customer;

1.20 “SynergyCare Support for Proprietary Software” means the provision of the
support services for the Proprietary Software as detailed in clause 10.1 of Part C;

1.21 “SynergyCare Support” means SynergyCare Support for Proprietary Software and SynergyCare Support for Vendor Software.

1.22 “SynergyCare Support for Vendor Software” means the provision of the of the support services for such of the Vendor Software as is indicated in the SynergyCare Support Schedule, as that support is detailed in clause 4.1 of Part E;

1.23 “System” means (i) the Proprietary Software (ii) the Vendor Software (iii) the Services and (iv) where cloud based services are provided to the Customer by Synergy (as indicated in a Quotation) the cloud based software residing on Synergy Technology computer systems and together also with the Customer’s data (if any) stored by Synergy Technology;

1.24 “Termination Event” means any of the following events:

1.24.1 the Customer fails to pay any moneys due under this Agreement within thirty
(30) days of the due date;

1.24.2 the Customer breaches a term or condition of this Agreement (other than a term or condition requiring payment of money within clause 1.20.1 above) and (in the case of a breach capable of being remedied) fails to have remedied such breach within thirty (30) days of a written or email request by Synergy Technology so to do;

1.24.3 (where the Customer is a company) (and otherwise than for the purposes of an amalgamation or reconstruction of a solvent company) the Customer convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if the Customer is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed in respect of all or a part of the business or assets of the Customer or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Customer or for the making of an administration order or (where the Customer is established in a country other than the United Kingdom) an event takes place in the territory in which the Customer is established which is similar to any of the foregoing;

1.24.4 in the event that the Customer is an individual, that individual dies or becomes mentally impaired;

1.24.5 the Customer ceases to carry on business or threatens so to do.

1.25 “Third Party” means a person, partnership, company or any other undertaking not
being Synergy Technology or the Customer;

1.26 “Training Services” means the Services (if any) to be provided by way of training
as indicated in the Quotation;

1.27 “Vendor Software” means the following software supplied by Synergy Technology: (i) customer relationship management software from SuperOffice AS (ii) accounting and enterprise resource planning software known as “Opera” from Pegasus Software Ltd and (iii) accounting and enterprise resource planning software supplied by Microsoft under names related to “Microsoft Dynamics” (iv) customer relationship management, customer service and field service software supplied by Microsoft under names related to “Microsoft Dynamics” and (v) any ancillary third party software designed to operate as an adjunct to the software indicated in (i), (ii), (iii) and
(iv) above;

1.28 “Working Day” means a day other than a day which is a Saturday, Sunday or a public holiday in England;

1.29 “Working Hours” means the hours between 9:00 a.m. and 5:30 p.m. on a Working
Day; and

1.30 “writing” means (save as otherwise indicated) in writing but includes also by electronic signature and by email and “written” shall be construed accordingly.

Overall Structure

2.1 The provisions set out in all Parts of these Terms and Conditions shall always apply.

2.2 In the event of a conflict:

2.2.1 between the provisions of the main Parts of these Terms and Conditions and the provisions of a Quotation, the provisions of the Quotation shall prevail;

2.2.2 between the provisions of a Quotation and a later Quotation expressed to supercede the earlier Quotation, the provisions of the later Quotation shall prevail;

2.2.3 between the provisions of a Project Scope and a later Project Scope expressed to supercede the earlier Project Scope, the provisions of the later Project Scope shall prevail; and

2.2.4 between the provisions of a Specification and any other aspect of a Quotation or a Project Scope, the provisions of the Specification shall prevail.

2.3 These Terms and Conditions shall always apply to the exclusion of any terms and conditions proffered by the Customer including any contained in or referred to in any purchase order or any other document submitted by the Customer. The provisions of

the previous sentence shall apply irrespective of any request made by Synergy Technology for a purchase order number from the Customer. The Customer acknowledges that these Terms and Conditions shall prevail over any qualification, term or condition purported to be imposed by the customer (whether in the purchase order or in any other document) and any previous course of dealing between Synergy Technology and the Customer.

2.4 Any offer made or purported acceptance by the Customer of a Quotation shall always be on the provisions of this Agreement. Any initial proposal or estimate made by Synergy Technology is indicative only and shall not form part of the Agreement.

2.5 Without prejudice to the provisions of clause 2.3 above, the parties may agree that the Customer shall provide a purchase order number to Synergy Technology and this requirement may be referred to in the Quotation.

2.6 The Agreement based on these Terms and Conditions is made on the date on which the Customer accepts the Quotation. A Quotation shall be regarded as an invitation to treat which the Customer may accept within the period of thirty days from the date of issue of the Quotation. Notwithstanding the foregoing, where the Customer makes an offer to accept the Quotation outside that period, Synergy Technology may in its discretion choose to accept the Customer’s offer outside that period.

2.7 An offer made by the Customer may only be validly accepted by Synergy Technology in writing.

Synergy Technology’s Obligation, Validity of a Quotation

3.1 In consideration of the monies payable by the Customer pursuant to this Agreement, Synergy Technology shall supply the System indicated in the Quotation subject to the other provisions of this Agreement.

3.2 Irrespective of anything to the contrary express or implied to the contrary in this Agreement, any Quotation is valid only for a period of thirty days.

3.3 Nothing in this Agreement shall prevent Synergy Technology offering to supply all licences (including licences of both Vendor Software and Proprietary Software) and SynergyCare Support by way of a bundled price (often referred to by Synergy Technology as a “wrapped licence fee”).

Payment

4.1 The fees payable for the Services and the software licence fees for the right to use the Proprietary Software and the Vendor Software shall be as indicated in the Quotation and are payable in advance. The Customer shall pay those fees annually in advance and in the manner and on the dates specified in the Quotation, or else as otherwise specified in the Quotation. Where the manner and date of payment is not specified in the Quotation, payment shall be made in such manner and on such dates as reasonably specified by Synergy Technology.

4.2 The fees that are payable for the development of the Proprietary Software and training are as indicated in the Quotation and may be stated as based on a time and materials basis or a fixed price basis. Where those fees are stated on a fixed price basis then where Synergy Technology is required to modify the format of the Customer’s data or where the Customer’s data needs to be integrated with other data or software, de-duplicated or otherwise cleaned (any such event being referred to as a “Modification”), Synergy Technology shall be entitled to charge Additional Charges for that Modification. For the avoidance of doubt, the parties may agree in a Quotation to make the payments dependent upon the completion of stages. Subject to the provisions of clause 8 below, a stage shall be deemed complete when Synergy Technology, acting reasonably determines that the stage has been completed.

4.3 Where there are Assumptions specified in the Quotation and the Project Scope and any such Assumption proves to be inaccurate or false, then Synergy Technology shall be entitled to charge the Customer Additional Charges in order to deal with that inaccurate or false Assumption. Where the Customer requests Synergy Technology to supply any change to the System as specified in the Specification, Synergy Technology shall be entitled to charge Additional Charges in order to supply the change, including where a Project Scope is produced after a Specification has been agreed to by the parties.

4.4 The licence payments for Vendor Software and charges for SynergyCare Support for Vendor Software are subject to changes made by the relevant suppliers of the Vendor Software within time scales specified by the relevant third parties. Synergy Technology shall inform the Customer of any such changes as soon as Synergy Technology is reasonably able to do so. Synergy Technology will inform the Customer in writing not less than thirty (30) days’ before any change in the software licence fees which govern the right to use the Proprietary Software or any change in the fees for the SynergyCare Support for Proprietary Software.

4.5 Unless otherwise specified in a Quotation, all licence payments (whether for Vendor Software or Proprietary Software) are expressed based on the number of users of the System from time to time. Unless otherwise specified in a Quotation, such users are concurrent users rather than specified named users.

4.6 Unless otherwise agreed in a Quotation, Synergy Technology shall not be obliged to supply or to continue to supply the System or to licence the Services unless at the time the Customer has in place for the same a valid direct debit in favour of Synergy Technology. Where the Quotation permits payment without a direct debit, all invoices issued by Synergy Technology pursuant to this Agreement shall be paid by the Customer within the period stated on the invoice.

4.7 Unless otherwise indicated to the contrary in the Quotation (i) the Vendor Software and the Proprietary Software and the corresponding SynergyCare Support is licensed on an annual basis and (ii) the corresponding licence payment is payable either annually in advance or monthly by direct debit. The Customer shall pay those licence payments for each year in advance with effect from acceptance of the relevant part of the Proprietary Software or the System pursuant to clause 8.

4.8 Where so indicated in the Quotation, payments may be made on a monthly basis, without prejudice to the minimum notice period required to terminate this Agreement.

4.9 Where any payment would otherwise be due pursuant to this Agreement in the middle of a calendar month, Synergy Technology shall be entitled to require payment, in addition to the payment that would otherwise be due, so that annual or monthly payments due from the Customer are payable as at the beginning of a month. Synergy Technology shall be entitled to issue an additional invoice accordingly, on a pro rata basis. The provisions of this clause 4.9 are without prejudice to the minimum notice period required to terminate this Agreement.

4.10 Synergy Technology reserves the right to charge simple interest to the Customer on any sums, fees or other charges payable under this Agreement which are not paid on the due date and such interest may be charged (as well after as before a judgment) at the rate of three per cent (3%) per annum above the base rate of National Westminster Bank plc from time to time subsisting: such interest to accrue on a daily basis.

4.11 Where a Termination Event occurs or the Customer fails to pay any monies on the due date or does not comply with an obligation imposed upon the Customer under this Agreement then, without prejudice to any other right or remedy available to Synergy Technology, Synergy Technology shall be entitled to:

4.11.1 withhold the supply of any Proprietary Software, Services or Vendor Software to be provided to the Customer by or on behalf of Synergy Technology until such payment is made or obligation complied with;

4.11.2 suspend the Customer’s right to use the Proprietary Software, Services or Vendor Software or prevent the Customer’s use of the same including by accessing the Customer’s System and the Customer’s other hardware until such payment is made or obligation complied with;

4.11.3 suspend the performance of any obligation owed by Synergy Technology under this Agreement until such payment is made or obligation complied with; and

4.11.4 require payment in full by the Customer for all the Proprietary Software, Vendor Software and Services which the Customer has agreed to purchase further to this Agreement before supplying that Proprietary Software, Vendor Software and those Services.

4.12 All sums stated in a Quotation or elsewhere by Synergy Technology are stated exclusive of Value Added Tax and any other similar tax which will be payable in addition by the Customer at the rate prevailing as at the date of invoice.

4.13 The Customer shall not be entitled to make any set-off or counter-claim or claim a lien in respect of any monies owed by the Customer and shall pay all amounts due under or further to this Agreement without making a deduction of any kind.

4.14 Synergy Technology shall be entitled to issue invoices for any Additional Charges monthly in arrears.

Substitution and Modification

5.1 Synergy Technology reserves the right, as Synergy Technology shall in its discretion determine, to make a substitution or modification in the Specification of any part of the System or Services provided that such substitution or modification will not substantially worsen the overall performance of the System and Services.

5.2 References in this Agreement to the Specification refer to the Specification from time to time prevailing.

5.3 For the avoidance of doubt, a Project Scope may be produced before or after this Agreement is entered into.

Customer’s Obligations

6.1 The Customer shall:

6.1.1 pay all sums, fees and other charges due under this Agreement upon the dates provided for under this Agreement; and

6.1.2 take all necessary precautions to protect the health and safety of Synergy
Technology’s personnel whilst at the Site or any other location of the Customer.

6.2 The Customer shall promptly provide Synergy Technology, on request, with all information and assistance that Synergy Technology may reasonably require to assist Synergy Technology in the performance of Synergy Technology’s obligations pursuant to this Agreement.

6.3 In the event that the provision of the System or causing the System to go-live is delayed by reason of any delay in the provision by the Customer of any such information or assistance or where the Customer for any reason delays the delivery, installation, integration or testing of the System or using the System in a live environment, Synergy Technology shall (without prejudice to any other remedy of Synergy Technology) be entitled, acting reasonably, to increase the price of the System to compensate Synergy Technology for all additional costs that are reasonably incurred by Synergy Technology and to extend any delivery date.

6.4 The Customer alone shall be responsible for the accuracy and validity of the information provided by the Customer.

Documentation

7.1 In respect of any documentation and videos for which Synergy Technology owns the copyright, the Customer shall be free to photocopy or otherwise duplicate the on- line documentation and Videos provided by Synergy Technology and relating to the use of the Proprietary Software provided always that such copies and duplicated copies of the documentation and videos shall:

7.1.1 be made available only for the use by the employees of the Customer and for the internal use of the Customer; and

7.1.2 carry an identical copyright notice to the copyright notice included by Synergy Technology upon the original documentation and videos provided by Synergy Technology.

Timetable

8.1 All dates and timetables supplied by Synergy Technology relating to the delivery, installation and integration and testing of a module of the System or for the provision of a Service shall be treated as being approximate only. Synergy Technology shall not be liable for a delay if such dates or timetable are not complied with or met. No liability shall accrue to Synergy Technology for a delay in the provision of an element of the System or for a delay in the provision of the Services.

8.2 Upon the successful delivery, installation and integration of the System by Synergy Technology, Synergy Technology shall inform the Customer that the System is ready to be tested by the Customer. Where Synergy Technology is precluded or unreasonably delayed for any reason from carrying out delivery, installation and implementation, whether by the Customer (or any third party working for the Customer) Synergy Technology shall be entitled to levy Additional Charges. Where delivery and installation is not applicable Synergy Technology shall be entitled in any event to inform the Customer that the System is ready to be tested by the Customer.

8.3 After Synergy Technology has informed the Customer that the System is ready to be tested by the Customer, the Customer shall diligently undertake user acceptance testing of the System as quickly as possible and in any event within any time agreed between the parties. In any event where the Customer fails to test the System within thirty (30) days of Synergy Technology informing the Customer that the System is ready to be tested, the System shall be deemed to have been accepted by the Customer. The Customer shall prepare and provide access to and copies of proper test data to enable the adequate testing of the System.

8.4 Where the Customer finds a substantial element of non-conformity with the Specification, the Customer shall promptly provide all available details of the same to Synergy Technology. Synergy Technology shall subsequently use its reasonable endeavours to correct that element of non-conformity as soon as reasonably practicable, having regard to Synergy Technology’ other commitments from time to time prevailing and to the nature of the non-conformity. For the avoidance of doubt, the Customer shall diligently undertake user acceptance testing of those aspects of the System not directly affected by that non-conformity (if appropriate using any work- around provided by Synergy Technology).

8.5 Upon the completion of user acceptance testing and the rectification of any such non-conformities, the Customer shall promptly confirm to Synergy Technology that it has accepted the System.

8.6 Where the Customer uses the System in a live environment, then the Customer shall be deemed to have accepted the System.

Warranty

9.1 Synergy Technology warrants to the Customer that the Proprietary Software supplied pursuant to this Agreement will be substantially in accordance with that part of the Specification which relates to the Proprietary Software. Synergy Technology warrants to the Customer in respect of all other elements of the System that Synergy Technology will use reasonable skill and care in delivering those elements.

9.2 Without prejudice to the provisions of clause 9.1 above and to the maximum extent permissible in law, all conditions and warranties which are to be implied by statute or otherwise by general law into this Agreement or otherwise relating to the software, goods or services supplied or to be supplied by Synergy Technology, howsoever arising, are hereby excluded.

General Exclusions and Limitations of Liability

10.1 The following provisions in this clause 10 set out Synergy Technology’s entire liability (including any liability for the acts and omissions of its employees, agents or sub-contractors) to the Customer in respect of:

10.1.1 a breach of Synergy Technology’s contractual obligations;

10.1.2 a tortious act or omission for which Synergy Technology is liable;

10.1.3 an action arising out of a misrepresentation made by or on behalf of Synergy Technology;

arising in connection with the performance or contemplated performance of this Agreement or out of any act done or omission made as a consequence of the entry into by Synergy Technology of this Agreement.

10.2 The payments due from the Customer pursuant to this Agreement are determined on the basis of the exclusions from and limitations of liability contained in this Agreement. The Customer expressly agrees that these exclusions and limitations are reasonable because of (amongst other matters) the possibility that otherwise the amount of damages awardable to the Customer for a breach by Synergy Technology of this Agreement may be disproportionately greater than the price of the System. Synergy Technology is willing to arrange for additional insurance cover to enable Synergy Technology to take on the burden of additional liability to the Customer provided that the Customer pays Synergy Technology a commensurately higher fees for the use of the System. If the Customer wishes Synergy Technology to obtain a quotation for additional insurance cover accordingly the Customer shall notify Synergy Technology prior to this Agreement being entered into.

10.3 Where the System is to be used in a situation where a reasonable user would not use the System without first undertaking a risk analysis assessment of System, including where the System is to be used in a medical or nuclear environment or undertaking, the Customer shall not use the System or cause the System to be used without first undertaking such a risk analysis assessment. Where as a result of that risk analysis assessment the Customer requires the Proprietary Software to be manufactured or the Services to be delivered to greater warranty than that offered in clause 9.1 above, Synergy Technology is willing to arrange to manufacture the

Proprietary Software to or to supply the Services with a higher warranty at a higher price.

10.4 The total liability which Synergy Technology shall owe to the Customer and in respect of all claims howsoever arising pursuant to this Agreement shall not exceed an amount equal to twice the fixed price specified in the Quotation and where there is no such fixed price, then twice the estimated price specified in the Quotation and where there is neither such a fixed price nor such an estimated price, then the sum of two hundred and fifty thousand pounds (£250,000).

10.5 Notwithstanding the provisions of Clause 10.4, where the cause giving rise to a liability to the Customer also gives rise to a similar liability to more than five (5) other customers of Synergy Technology within a period of sixty (60) days before or after that cause affects the Customer, the total liability which Synergy Technology shall owe to the Customer and in respect of all claims howsoever arising shall not exceed the sum of ten thousand pounds (£10,000).

10.6 Synergy Technology shall in no circumstances be liable to the Customer for any Consequential Loss, loss of bargain or wasted expenditure howsoever arising. Synergy Technology shall in no circumstances be liable to the Customer for any loss of bargain or wasted expenditure.

10.7 Synergy Technology shall in no circumstances be liable to the Customer for any indirect loss, howsoever arising.

10.8 Synergy Technology shall in no circumstances (whether before or after termination of this Agreement) be liable to the Customer for any loss of or corruption to data or programs held or used by or on behalf of the Customer and the Customer shall at all times be solely responsible for keeping adequate back-up copies of the data and programs held or used by or on behalf of the Customer.

10.9 The Customer shall only be entitled to bring a claim against Synergy Technology where the Customer issues legal proceedings against Synergy Technology within the period of twenty four (24) months commencing on the date upon which the Customer ought reasonably to have known of its entitlement to bring such a claim.

10.10 Notwithstanding anything to the contrary contained in this Agreement Synergy Technology’s liability to the Customer (including any liability for the acts and omissions of its employees, agents or sub-contractors) for:

10.10.1 death or personal injury resulting from the negligence of Synergy Technology, its employees, agents or sub-contractors;

10.10.2 damage suffered by the Customer as a result of a breach by Synergy Technology of the condition as to title or the warranty as to quiet possession implied by law or statute;

10.10.3 damage for which Synergy Technology is liable to the Customer under Part I of the Consumer Protection Act 1987; or

10.10.4 fraud;

shall not be limited save that nothing in this clause 10 shall confer a right or remedy upon the Customer to which the Customer would not otherwise be entitled.

10.11 For the avoidance of doubt, the Customer is expected to have proper cyber security measures in place at all times, and to have in place its own insurance to compensate it in the event of a successful cyber security related attack.

10.12 The exclusions from and limitations of liability set out in this clause 10 shall be considered severably. The invalidity or unenforceability of any part of this clause 10 shall not affect the validity or enforceability of any other part of this clause 10.

10.13 The provisions of this clause 10 shall survive any termination of this Agreement.

Provision of Facilities, Control over Unlawful Use of Proprietary Software

11.1 The Customer shall provide all necessary stationery, electricity, internet connectivity, bandwidth, display devices, telecommunication facilities and other consumables, materials and apparatus and all necessary and safe facilities for the proper undertaking of Synergy Technology’s obligations under this Agreement when Synergy Technology is at the Site including such accommodation and office and car parking space as is reasonably required by Synergy Technology at the Site and the Customer’s other locations as appropriate.

11.2 Where Synergy Technology, or its staff or subcontractors are delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any of Synergy Technology’s obligations under this Agreement by reason of any act or omission of the Customer or any staff or subcontractors of the Customer, then the Customer shall pay Synergy Technology Additional Charges incurred by Synergy Technology and any timetable agreed for the performance by Synergy Technology of any of its obligations may be extended accordingly by Synergy Technology, acting reasonably.

11.3 Where Synergy Technology, or its staff or subcontractors are delayed or impeded or obliged to spend additional time or incur additional expenses in the performance of any obligations under this Agreement by reason of any act or omission of a Third Party supplier to the Customer, then the Customer shall pay Synergy Technology Additional Charges incurred by Synergy Technology and any timetable agreed for the performance by Synergy Technology of any of its obligations may be extended accordingly by Synergy Technology, acting reasonably.

11.4 In order to ensure that the Vendor Software and the Proprietary Software is not used in an unauthorised manner, Synergy Technology shall be entitled to employ a code or other device. Accordingly, the Customer may be required to input a code number periodically in order for the Vendor Software and the Proprietary Software to function correctly. Where the Vendor Software or the Proprietary Software is for any reason no longer licensed, that Vendor Software or Proprietary Software may cease to function where no code number or the incorrect code number is input.

11.5 Where Synergy Technology provides any Proprietary Software, then such Proprietary Software and the intellectual property rights in the Proprietary Software shall belong to Synergy Technology and the provisions of Part C shall apply to that Proprietary Software.

Force Majeure

12.1 Any delay in or failure of performance of any obligation by either party (save an obligation in respect of the payment of monies) shall not constitute a breach of such obligation but only to the extent that such a delay or failure is caused by an event (a “event of force majeure”) which is not within the reasonable control of the party otherwise in default and which such party is unable to prevent or to circumvent by the exercise of reasonable diligence including an event such as a fire, flood, tempest, earthquake, epidemic, governmental action, war, riots, civil commotion strike, lock-out or other industrial action or trade dispute (whether or not involving the work force or a part of the work force of the party otherwise in default).

12.2 The party otherwise in default shall take and continue to take all reasonable steps to circumvent and mitigate the effect of the event of force majeure and to reduce any delay in the performance of such obligation.

12.3 The party otherwise in default shall notify the other party of the event of force majeure as soon as reasonably practicable.

Stored Data

13.1 In this clause 13, (i) ‘Malware’ means malware, viruses, trojans and other forms of harmful computer code and (ii) Objectionable’ in the context of material or content means material or content that contains Malware or is defamatory, obscene, hateful, profane, which contains racist terminology or is unlawfully pornographic.

13.2 The Customer shall not suffer or permit the System to be used for or associated with the storage or transmission of Objectionable material or content. Without prejudice to any other right or remedy of Synergy Technology, where the Customer stores or transmits Objectionable material or content in breach of this provision, or where the hosted System contains Objectionable material or content, the Customer shall promptly remove the Objectionable material or content.

Termination of the Agreement

14.1 The “Commencement Date” means the date on which the Vendor Software or the Proprietary Software is made available for use by the first user. For the avoidance of doubt, the date on which the software provided by different suppliers of Vendors Software and the date on which the Proprietary Software is made available for use may be different. Accordingly, the “Initial Commencement Date” means the earliest Commencement Date on which any such software is made available for use.

14.2 Subject to the provisions of clause 14.3 below, either party may terminate this Agreement at any time by giving not less than the Agreed Notice so to do, such notice

to be expressed to expire twelve months’ from the Initial Commencement Date or on an anniversary thereafter.

14.3 Notwithstanding the provisions of the clause 14.2 above where the Customer has agreed to pay to use the Vendor Software on a triennial basis either party may terminate this Agreement at any time by giving not less than the Agreed Notice so to do, such notice to be expressed to expire thirty six (36) months’ from the Initial Commencement Date or on an anniversary thereafter.

14.4 Upon the happening of a Termination Event, Synergy Technology shall be entitled to by written notice to the Customer terminate the whole of this Agreement with immediate effect. This right shall apply notwithstanding the right of either party to otherwise terminate this Agreement as otherwise provided under this Agreement or by operation of law.

14.5 Upon the happening of any of the following:

(1) Synergy Technology breaches a substantial term or condition of this Agreement and (in the case of a breach capable of being remedied) fails to have remedied such breach within thirty (30) days of a written request by the Customer so to do;

(2) where (otherwise than for the purposes of an amalgamation or reconstruction of a solvent company) Synergy Technology convenes a meeting of its creditors or a proposal is made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal is made for a composition, scheme or arrangement with (or assignment for the benefit of) its creditors or if Synergy Technology is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or a trustee, receiver, administrative receiver or a similar officer is appointed in respect of all or a part of the business or assets of Synergy Technology or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of Synergy Technology or for the making of an administration order;

(3) Synergy Technology ceases to carry on business or threatens so to do.

the Customer may by written notice to Synergy Technology terminate the whole of this Agreement with immediate effect. This right shall apply notwithstanding the right of either party to otherwise terminate this Agreement as otherwise provided under this Agreement or by operation of law

14.6 Upon any termination of this Agreement, the Customer shall immediately cease to be entitled to use and shall cease to use the Proprietary Software.

14.7 Upon any termination of this Agreement, then in respect of the Vendor Software:

14.7.1 Synergy Technology shall use its reasonable endeavours to terminate the licence as soon as reasonably practicable and where possible reasonably to minimise any obligation to pay an additional penalty or liquidated damages imposed by the relevant vendor for so doing;

14.7.2 until such time as the licence has terminated, the Customer shall be liable to continue to pay Synergy Technology in respect of such use;

14.7.3 until such time as the licence has terminated, the Customer shall be permitted to use the relevant Vendor Software in accordance with the licence thereof, subject to the fact that such Vendor Software may in any event not operate because of the termination of other Vendor Software or the Proprietary Software; and

14.7.4 when the licence his terminated, the Customer shall immediately cease to be entitled to use and shall cease to use the Vendor Software.

14.8 Upon any termination of this Agreement, the Customer shall promptly return to Synergy Technology all copies (whether authorised or unauthorised) of the associated documentation and videos for the Vendor Software or the Proprietary Software which it is no longer entitled to use.

14.9 Where the Customer is no longer entitled to use the Vendor Software or the Proprietary Software, and Synergy Technology has the ability to do so, Synergy Technology shall be entitled to prevent the Customer from using the same, including by accessing the Customer’s System and the Customer’s other hardware.

14.10 The termination of this Agreement shall be without prejudice to the rights and duties of either party accrued prior to termination.

14.11 Upon the termination of this Agreement the Customer shall not be entitled to a rebate of any sum paid or payable in advance pursuant to this Agreement provided that where the Customer terminates this Agreement, the foregoing provision shall not affect the Customer’s right to claim damages.

14.12 The following provisions shall survive any termination of this Agreement: clauses 1, 2, 4, 6.1, 6.4, 9.2, 10, 11.2, 11.3, 11.4, 12, 13, 14, 16, 17, 18, 20, 21, 22,
23, 24, 25, 26, 27 and 28 of Part A, clauses 1, 5.2 and 6 of Part C and clause 3 of Part D.

Communications

15.1 The Customer shall communicate to Synergy Technology within seven (7) Working Days of the date of entry into of this Agreement and thereafter from time to time the identity of:

15.1.1 the person and the deputy within its undertaking at the Site who shall act as the sole contact point and channel of communication for the day to day technical discussions with Synergy Technology; and

15.1.2 the person and the deputy within its undertaking at the Site who shall act as the sole contact point and channel of communication for commercial discussions with Synergy Technology.

The Customer shall promptly inform Synergy Technology of any substitution for any such person or deputy.

15.2 Where the Customer is required to contact Synergy Technology then it shall contact Synergy Technology as requested by Synergy Technology from time to time by email or web portal.

Severability

16.1 If a provision in this Agreement is determined by a Court or tribunal of a competent jurisdiction to be wholly or partly unenforceable for any reason:

16.1.1 such unenforceability shall not affect the rest of this Agreement; and

16.1.2 the parties shall in good faith amend and if necessary novate this Agreement to reflect as near as may be the spirit and intention behind such unenforceable provision or provisions so that the same comply with the laws of that jurisdiction.

Assignment

17.1 The Customer shall not transfer, mortgage or charge this Agreement or any of its rights, benefits or liabilities under this Agreement (or purport to do so) without the previous consent given by Agreement in Writing of Synergy Technology (such consent to be given at the reasonable discretion of Synergy Technology).

17.2 Synergy Technology shall be entitled to assign this Agreement as it sees fit.

Sub-Contracting and Hosting

18.1 Synergy Technology shall be free to sub-contract any of its rights and obligations under this Agreement as Synergy Technology in its discretion sees fit. Synergy Technology shall be liable to the Customer for the acts and omissions of its sub- contractors.

Data Protection

19.1 It is not envisaged that Synergy Technology will process any Personal Data on the Customer’s behalf when performing its obligations under this Agreement. Synergy Technology does not store the Customer’s Data.

19.2 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of its own personal data as required by the data protection legislation.

Confidentiality

20.1 In this Agreement “Confidential Information” means all information which relates to the business, affairs, products, services, developments, trade secrets, personnel, customers, potential customers, finances, systems, data, processes and methods of a Party, including in respect of Synergy Technology, the source code listings and software algorithms or any other information which may be revealed by Synergy Technology relating to the Proprietary Software (whether or not such information is expressly stated to be confidential or marked as such).

20.2 Each party agrees with the other:

20.2.1 to keep the Confidential Information in strict confidence and secrecy;

20.2.2 not to use the Confidential Information save for complying with its obligations under this Agreement;

20.2.3 not to disclose the same to a Third Party;

20.2.4 to restrict the disclosure of the relevant and necessary parts of the Confidential Information to such of its employees and others who of necessity need the same in the performance of their duties as envisaged by this Agreement and in such circumstances to ensure that such employees and others are aware of the confidential nature of the Confidential Information;

provided however that where a part of the Confidential Information is already or becomes commonly known in the trade (except through a breach of the obligations imposed under this Agreement) then the foregoing obligations of confidentiality in respect of such part shall not apply or shall cease to apply (as the case may be).

20.3 This obligation of confidentiality shall survive the termination of this Agreement.

Amendment and Waiver

21.1 No amendment of this Agreement shall be binding unless Agreed in Writing.

21.2 Save in respect of a waiver granted in writing or by email by a party, the failure of either party at any time to enforce a provision of this Agreement shall not be deemed a waiver of such provision or of any other provision of this Agreement or of such party’s right thereafter to enforce that or any other provision of this Agreement.

21.3 Notwithstanding the provisions of this clause 21 and any other provision of this Agreement, nothing in this Agreement shall prevent Synergy Technology undertaking work or modifying Services for the Customer following the written or oral request of a Customer so to do and for charging the Customer Additional Charges accordingly.

Employees

22.1 Without the prior Consent in Writing of Synergy Technology, the Customer shall not (and shall procure that any of its affiliates shall not) either during the continuance of this Agreement (or during the period of three hundred and sixty five (365) days commencing on the date of termination) solicit, procure or attempt to procure the employment of a person employed from time to time by Synergy Technology.

22.2 Without the prior Consent in Writing of Synergy Technology, the Customer shall not (and shall procure that any of its affiliates shall not) employ a person who has previously been employed by Synergy Technology during the period of three hundred and sixty five (365) days commencing on the date of cessation of their employment.

22.3 Where the Customer breaches the provisions of the above clauses 22.1 or 22.2, the Customer acknowledges that loss suffered by Synergy Technology would be significant and that it would be difficult to ascertain the actual damages resulting from the breach. The Customer shall in the event of such a breach pay to Synergy Technology as liquidated damages an amount equal to the total annual compensation of the person who had been employed by Synergy Technology. The amount of liquidated damages is not intended as a penalty and is reasonably calculated based on the projected cost that Synergy Technology would incur to identify, recruit, hire and train a suitable replacement for that person.

Contracts (Rights of Third Parties) Act 1999

A Third Party shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

Notices

24.1 Save as otherwise indicated, any notice to be given pursuant to this Agreement shall be given in writing (but not by email) and may be served and if so served shall be deemed to have been duly served:

24.1.1 if delivered by hand, when left at the proper address for service;

24.1.2 if given or made by prepaid first class post, 48 hours after being posted (excluding days that are not Working Days); or

24.1.3 if given or made by international tracked post, seven (7) days after being posted (excluding days that are not Working Days or working days at the address of the recipient);

provided that where in the case of delivery by hand such delivery occurs either after 5:00 pm on a Working Day or on a day other than a Working Day service shall be deemed to occur at 9:00 am on the next following Working Day (such times being local time at the address of the recipient).

24.2 Any notice to be given pursuant to this Agreement may be addressed to the recipient in the case of a company at its registered office or such other address as the recipient may previously have notified to the other party in writing from time to time.

Entire Agreement and Representations

25.1 This Agreement supersedes all previous written, electronic or other documents or agreements (written or oral) relating to the subject matter of this Agreement including all documents proffered by the Customer and relating to the subject matter of this Agreement.

25.2 The parties acknowledge that in entering into this Agreement they have not relied upon any representations other than those reduced to writing in this Agreement. The provisions of this clause 25.2 shall not apply to any fraudulent misrepresentation.

Interpretation

26.1 Reference in these Terms and Conditions to a clause is to a clause of a Part of this Agreement.

26.2 The index and the headings to the clauses of these Terms and Conditions shall not affect the construction of these Terms and Conditions.

26.3 In these Terms and Conditions the use of the plural shall include the singular and the use of the singular shall include the plural.

26.4 In these Terms and Conditions references to the masculine, feminine or neuter genders shall include each and every gender.

26.5 In these Terms and Conditions references to “including” and “include” mean respectively “including without limitation” and “include without limitation”;

26.6 Where a consent or approval is to be given or a discretion is to be exercised by Synergy Technology pursuant to these Terms and Conditions then Synergy Technology shall be entitled (unless the contrary is expressly indicated) to withhold (or give) such consent, approval or discretion at Synergy Technology’s absolute discretion.

Escalation Procedure

27.1 In this clause 27.1 (i) a “Dispute” means any dispute or question whatsoever which arises either during the subsistence of the agreement contained in these Terms and Conditions or afterwards between the parties touching these Terms and Conditions or the construction or application thereof or as to any other matter in any way relating to this Agreement; and (ii) a “Meeting” means a physical meeting.

In the event of a Dispute arising, senior representatives appointed by each party shall, within ten (10) days of a written request from either party addressed to the other party, hold a Meeting (scheduled to last for not less than two (2) hours) in a good faith attempt to resolve the dispute without recourse to legal proceedings. If the Dispute is not resolved at that Meeting, the parties shall thereafter attempt further to resolve the Dispute as provided for in clause 27.3 below.

27.3 If either party, following the attempt referred to in clause 27.2, considers that the Dispute has not been satisfactorily resolved, that party shall notify the other party in writing (but not by email) that it believes that the Dispute has not yet been satisfactorily resolved within twenty one (21) days of the first request for a Meeting made pursuant to clause 27.2.

27.4 Upon receipt of any written notification, pursuant to clause 27.3, the party receiving written notice shall forthwith contact the notifying party to arrange a Meeting (scheduled for not less than three (3) hours) between directors of each party to take place at a mutually convenient time for those directors (but in any event within thirty
(30) days of receipt of written notification). Those directors shall attempt in good faith amicably and constructively to resolve the Dispute.

Failing a resolution of the Dispute by the directors pursuant to clause 27.4 above or in any case where the directors fail to meet within such thirty (30) day period, either party may by notice served on the other party require the Dispute to be referred to and finally resolved by arbitration, in accordance with clause 28 below.

Provided the time periods provided for in this clause 27 above have passed (and whether or not the requisite actions have occurred in those time periods) neither party shall raise any allegation of bad faith or lack of good faith in carrying out the foregoing procedures against the other party as a barrier to or reason to delay the right of the parties to proceed to arbitration as provided for in clause 28 below.

Law and Arbitration

28.1 The formation, construction, performance, validity and all aspects whatsoever of this Agreement shall be governed by English Law and subject to the remainder of the provisions of this clause 28, each of the parties hereby submits to the non-exclusive jurisdiction of the English courts.

28.2 All disputes and questions whatsoever which arise either during the subsistence of the agreement contained in this Agreement or afterwards between the parties touching these Terms and Conditions or the construction or application thereof or as to any other matter in any way relating to this Agreement shall be referred to a single arbitrator in accordance with and subject to the provisions of the Arbitration Acts 1950- 2025 (or any statutory modification or re-enactment thereof for the time being in force). Either party may serve notice upon the other party to agree upon an arbitrator and in default of such agreement within seven Working Days of the date of such notice the arbitrator shall be appointed at the request of either party by the President at the time of the Institution of Engineering and Technology. The costs of any such arbitration shall be paid by one or more parties as determined by the arbitrator.

28.3 The arbitration proceedings will be conducted in the English language and will be held in London, England. The arbitrator shall act as an expert and accordingly the decision of the arbitrator will be final and binding on the parties.

28.4 Notwithstanding the provisions of clause 28.2 above, Synergy Technology shall have the right to seek appropriate injunctive relief against the Customer in an English or foreign court and provided that such court is satisfied that such proceedings have not been brought frivolously or vexatiously all aspects of the dispute the subject of the injunction proceedings shall be dealt with by such court and not by arbitration as provided for in clause 28.2 above.

PART B : PROVISION OF CONSULTANCY, DEVELOPMENT AND OTHER SERVICES

Synergy Technology’s Obligations

1.1 Synergy Technology shall provide such consultancy, development and other services as are indicated in the Quotation in consideration of the payment by the Customer of the charges indicated in the Quotation.

1.2 The Services may take the form of all or any of the following:

1.2.1 the provision of a set number of man days of consultancy (whether for the preparation of Proprietary Software, a software or system specification or otherwise) as indicated in the Quotation;

1.2.2 the supply of Proprietary Software, a configuration service or a software specification for Proprietary Software or such other items as indicated in the Quotation;

1.2.3 the provision of training and other services as indicated in the Quotation.

1.3 The provision of all services by or on behalf of Synergy Technology for the Customer shall be subject to the provisions of this Agreement.

Services to be Provided

2.1 Where the Services involve the preparation of Proprietary Software, the charge for the same shall be as specified in the Quotation.

2.2 Where Synergy Technology is requested to undertake work that cannot yet be specified in full, Synergy Technology may agree with the Customer an initial Quotation for the preparation of a detailed Project Scope which may then form the basis of and be referred to in a further Quotation or Specification.

2.3 Any estimate or indication by Synergy Technology as to the number of man days required by Synergy Technology to undertake a specific task shall be construed as being an estimate only. Synergy Technology shall in no circumstances be liable for a delay or for any other loss, damage or other cost of whatsoever nature howsoever arising (including Consequential Loss, loss of bargain and wasted expenditure) suffered or incurred by the Customer where such estimate or indication is incorrect.

2.4 Where Services are agreed to be provided and where a fixed charge for the provision of those Services has been agreed between the parties then nevertheless Synergy Technology shall not be bound by such fixed charge where the Customer subsequently requires an improvement, substitution or modification to those Services.

2.5 For the purposes of this Agreement, where Synergy Technology provides Services, there are seven (7.0) working hours in a man day. Those working hours will be performed during Working Hours, unless otherwise agreed between the parties.

2.6 Notwithstanding clause 2.5 above, where Services, including Training Services are provided by Synergy Technology virtually then a working day amounts to only four hours of actual delivery of those Services and is divided into (i) two 2-hour sessions
(ii) one 2-hour sessions and two 1-hour sessions or (iii) four 1-hour sessions.

2.7 Where Synergy Technology agrees to provide Services (including any Training Services) on a certain date then if the date becomes unsuitable for the Customer for any reason, the Customer shall provide not less than the notice specified in the Quotation (or the notice otherwise agreed between the parties) to re-arrange that date. Where no such date has been so specified or agreed, the Customer shall provide not less than seven (7) days’ notice to re-arrange that date. The notice referred to in this clause 2.7 may be given in writing or by email.

Additional Items

3.1 Unless otherwise specified in the relevant Quotation, the charges for the Services quoted by Synergy Technology exclude travel, accommodation and subsistence expenses (including the cost of time spent travelling) incurred in the provision of the Services. Where Synergy Technology, provides a Quotation for a number of days of work, some of those working days may be used as chargeable travel time.

PART C : PROVISION OF PROPRIETARY SOFTWARE AND SYNERGYCARE SUPPORT FOR PROPRIETARY SOFTWARE

Ownership

1 Notwithstanding any description of the Customer’s rights as or by virtue of a sale (and whether made orally, in writing or by email and whether made in these Terms and Conditions or in any other document) the Customer’s only right to use the Proprietary Software is by virtue of Part C of these Terms and Conditions and the Customer acknowledges that all Intellectual Property Rights in or relating to the Proprietary Software and all related documentation, videos and all parts of the Proprietary Software and shall remain the exclusive property of Synergy Technology or in the case of Proprietary Software licensed to Synergy Technology by a Third Party licensor, the exclusive property of such licensor.

Licence and Payment

2.1 Subject to payment by the Customer to Synergy Technology of the fee to use the Proprietary Software as indicated in the Quotation, Synergy Technology hereby grants to the Customer the non-exclusive, non-transferable licence to use the Proprietary Software for the period covered by the payments. For the avoidance of doubt, the Customer may not grant a sub-licence out of this licence. The Customer’s licence is limited to the right to use only the Proprietary Software as it currently exists from time to time. For the avoidance of doubt (i) Synergy Technology may from time to time change the user interface of the Proprietary Software at Synergy Technology’s discretion; and (ii) the Customer has no entitlement to use any earlier or future release or version of the Proprietary Software.

2.2 For the avoidance of doubt, this licence shall be deemed to incorporate and include all software which is supplied from time to time to the Customer by Synergy Technology and whether such software is expressly referred to in a Quotation or not. This clause 2.2 is without prejudice to Synergy Technology’s right to charge the Customer for the supply and licence of any further software.

2.3 The fee to use the Proprietary Software shall be as indicated in the relevant Quotation.

2.4 Synergy Technology shall determine the subsequent fee for the right to use the Proprietary Software from time to time as provided for on this Agreement.

2.5 The Customer may at any time request an increase in the number of licences of the Proprietary Software. In such circumstances Synergy Technology shall provide a further Quotation for those additional licences. The Customer may at any time request a reduction in the number of licences of the Proprietary Software by giving not less than the Agreed Notice so to do, such notice to take effect from the anniversary of the Initial Commencement Date. The Customer may not request a reduction in the number of licences of the Proprietary Software to less than one licensed copy of the Proprietary Software.

The Customer shall be obliged to take SynergyCare Support for the appropriate number of licences of the Proprietary Software whenever the Customer has a licence of Proprietary Software.

Invoicing

3.1 Any fee for the use of the Proprietary Software may be invoiced by Synergy Technology annually in advance, or with such other frequency as may be indicated in the Quotation. For the avoidance of doubt, the frequency of payment is without prejudice to the period of the Agreed Notice.

Warranty

4.1 Synergy Technology warrants to the Customer that it has the right to grant the Customer the licence and rights hereby granted in this Part C.

Restrictions

5.1 The licence hereby granted and the Customer’s rights to use the Proprietary Software are subject to the following restrictions:

5.1.1 the Proprietary Software shall be used only by the Customer for the purposes of the Customer’s own internal business from the Site or at such other location as Synergy Technology may previously Consent in Writing;

5.1.2 the Customer shall not assign, sub-licence, charge or otherwise dispose of or grant rights over or out of the licence hereby granted or the Proprietary Software and shall not attempt to do any such thing;

5.1.3 nothing in this Agreement prevents the Customer from maintaining a reasonable number of copies of that part of the Proprietary Software supplied by Synergy Technology to the Customer in machine readable form for normal operational security and back-up purposes as permitted in law and this licence applies to any such copy as it applies to the original copy of the Proprietary Software supplied to the Customer;

5.1.4 the Customer shall not attempt to ascertain or list the source programs or source code relating to the Proprietary Software; and

5.1.5 the Customer shall not decompile or translate the Proprietary Software into any other computer language nor attempt so to do;

5.2 Notwithstanding the provisions of clause 5.1.1. the Customer may use the Proprietary Software by accessing the Proprietary Software remotely from any other site or premises including without prejudice to the generality of the foregoing access and use of the same by remote working on a personal computer or other personal device.

5.3 The Customer agrees not to use the Proprietary Software or the associated documentation and videos save in accordance with the provisions of this Agreement.

5.4 Save as provided in clause 5.1.3 of this Part C the Customer shall only use a single copy of the Proprietary Software supplied to the Customer by Synergy Technology.

5.5 The Customer acknowledges and agrees that none of the acts which are prohibited by the provisions of this Agreement (including, without limitation, the prohibitions on copying or adapting the Proprietary Software or any part for the purpose of correcting errors in the Proprietary Software) are necessary for the purposes of the use of the Proprietary Software by the Customer in accordance with its intended purpose or for the purposes of the use of the Proprietary Software in accordance with this licence.

Modifications and Unauthorised Use

6.1 The Customer shall not modify, alter or in any way interfere with the Proprietary Software or merge the Proprietary Software with other programs or systems. Without prejudice to any other remedy of Synergy Technology if the Customer (in breach of this clause) does modify, alter, interfere with or merge the Proprietary Software no such modification, alteration, interference or merger however extensive shall derogate from the obligations of and restrictions on the Customer under this Agreement which shall thereafter apply to the Proprietary Software as so modified, amended, altered, interfered with or merged.

6.2 If any unauthorised use is made of the Proprietary Software (or any of it) and such use is attributable to the act or default of the Customer then, without prejudice to Synergy Technology’s other rights and remedies, the Customer will immediately be liable to pay Synergy Technology an amount equal to the charges which Synergy Technology would have levied had Synergy Technology authorised the grant of a licence to or for such unauthorised user at the beginning of the period of such unauthorised user together with interest at the rate provided for in clause 4.10 of Part A from the date of such unauthorised use to the date of payment.

Additional Development Services

7.1 Synergy Technology shall use its reasonable endeavours (subject to Synergy Technology’s other commitments from time to time prevailing) to enter into further quotations to provide additional development services as required by the Customer from time to time.

Provision of SynergyCare Support for Proprietary Software

8.1 In consideration of the payment by the Customer from time to time of the software support fee in respect of the Proprietary Software as indicated in the relevant Quotation, Synergy Technology undertakes to provide the SynergyCare Support for Proprietary Software in respect of the Proprietary Software which are supplied by Synergy Technology to the Customer upon the provisions of this Agreement commencing upon the date of entry into of this Agreement until this Agreement is terminated.

Fee for SynergyCare Support for Proprietary Software

9.1 The SynergyCare Support for Proprietary Software shall subsist for so long as the Software is licensed and the appropriate fee indicated in the Quotation has been duly paid by the Customer.

SynergyCare Support for Proprietary Software

10.1 The SynergyCare Support for Proprietary Software to the Customer in respect of the Proprietary Software consist of the following:

10.1.1 reasonable assistance in the resolution of queries relating to the Proprietary Software;

10.1.2 reasonable steps to recommend relevant to the course of action necessary to recover from a fault, error or failure emanating from the Proprietary Software or its use; and

10.1.3 upon request by the Customer the diagnosis of faults in the Proprietary Software and the rectification of such faults (remotely or by attendance at the Customer’s premises) by the issue of fixes or work-arounds in respect of the Proprietary Software;

10.2 The Customer shall supply to Synergy Technology a detailed description of the fault requiring SynergyCare Support for Proprietary Software by virtue of clauses 10.1.1, 10.1.2 or 10.1.3 above and the circumstances in which the fault arose promptly upon becoming aware of such circumstances.

10.3 The SynergyCare Support for Proprietary Software may be performed at one of Synergy Technology’s premises or via the internet or at the Customer’s premises as Synergy Technology determines. At the request of Synergy Technology the Customer shall provide internet connectivity approved and follow the protocols directed from time to time for the purpose by Synergy Technology for connection to the Customer’s hardware. The Customer shall provide access to and copies of such Proprietary test data as Synergy Technology may reasonably require for the performance of the SynergyCare Support for Proprietary Software. Synergy Technology shall, where appropriate, treat the information as is contained in the test data as confidential pursuant to the provisions of clause 20 above of Part A. Where in Synergy Technology’s discretion Synergy Technology considers it necessary to visit the Site in order to perform the SynergyCare Support for Proprietary Software, Synergy Technology shall be entitled to charge the Customer Additional Charges for travel, accommodation and subsistence expenses (including the cost of time spent travelling).

10.4 The above SynergyCare Support for Proprietary Software shall not include the diagnosis or rectification of a fault resulting from :

10.4.1 the improper use, operation or neglect of either the Proprietary Software, the
System or the Customer’s hardware;

10.4.2 the use of the Proprietary Software with hardware, an operating system or internet connection that is not adequate for the purpose;

10.4.3 the improper set up of Microsoft Office 365, Microsoft 365, security software or other third party software or any software not installed and configured by Synergy Technology;

10.4.4 the modification or alteration of or interference with the System or its merger (in whole or in part) with any other software;

10.4.5 the use of the Proprietary Software by an individual who has not undergone training with Synergy Technology to the required level or is not otherwise reasonably competent in the use of the Proprietary Software;

10.4.6 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by Synergy Technology;

10.4.7 a repair, adjustment, alteration or modification of the Proprietary Software by a Third Party save with the prior written authority of Synergy Technology;

10.4.8 the effects of malware, viruses, trojans and other forms of harmful computer code; or

10.4.9 the use of the System for a purpose for which it was not designed.

10.5 Synergy Technology may at Synergy Technology’s discretion upon request from the Customer provide the above support notwithstanding that the fault results from any of the circumstances described in clause 10.4 above of this Part C. Synergy Technology shall in such circumstances be entitled to charge the Customer Additional Charges for the same.

10.6 Synergy Technology does not guarantee that where there is an upgrade in the Vendor Software, the Proprietary Software will continue to be compatible with that Vendor Software. In such circumstances, Synergy Technology will use its reasonable endeavours to ensure that the Proprietary Software continues to be compatible with that Vendor Software, but Synergy Technology shall be entitled to levy Additional Charges for doing so.

10.7 Synergy Technology shall make an initial response to a request for the SynergyCare Support for Proprietary Software within four (4) hours or as otherwise indicated in the Quotation.

PART D: ADDITIONAL PROVISIONS RELATED TO HOSTING AND DATA

Exclusion of Hosting

1 Unless otherwise specified in the Quotation, hosting of the System does not form part of the System or Services supplied by Synergy Technology.

Patches to Vendor Software

2 To the extent that the System (or a part of the System) is hosted by Microsoft Corporation, patches to software supplied by Microsoft are automatically applied by

Microsoft Corporation. To the extent that the System (or a part of the System) is hosted by SuperOffice AS, patches to software supplied by SuperOffice AS are automatically applied by SuperOffice AS Software. To the extent that the System (or a part of the System) is hosted by Pegasus Software Ltd, patches to software supplied by Pegasus Software Ltd software are automatically applied by Pegasus Software Ltd. To the extent that the System (or a part of the System) is hosted by Citadel Technology Ltd, the Customer is solely responsible for applying patches to the software supplied by Citadel Technology Ltd. Where requested by the Customer to assist in the application of any patches, Synergy Technology shall do so but shall be entitled to charge Additional Charges for doing so.

Back-up of data

3 Synergy Technology does not provide back-up services. Accordingly, and since the Customer can (within the constraints, if any, imposed by the Vendor Software) make as many and as frequent copies of the Customer’s data included in the System (as the Customer wishes), the Customer is solely responsible for loss of the Customer’s data.

Synergy Technology does not prepare or provide disaster recovery plans. The Customer is advised to prepare or have prepared a disaster recovery plan. Accordingly, the Customer is solely responsible for having a disaster recovery plan.

The provisions of this clause 3 are without prejudice to the provisions of clause 10 of Part A.

Recovery of Data

4.1 Where the Customer requires Synergy Technology’s assistance to restore Customer data or a part of the System, the Customer may make an appropriate request to Synergy Technology’s help desk. In the case of data, the Customer will detail the exact Customer data to be restored from the back-up data and the reason for the restoration.

4.2 Synergy Technology will use Synergy Technology’s reasonable endeavours to assist the Customer to undertake the restoration of the required Customer data from the Customer’s back-up of data, for which Synergy Technology shall charge the Customer Additional Charges.

PART E : PROVISION OF VENDOR SOFTWARE AND SYNERGYCARE SUPPORT FOR VENDOR SOFTWARE

Licence

1.1 Subject to payment by the Customer to Synergy Technology (or to the relevant Specified Software Supplier or the relevant other third party licence provider as the case may be) of the fee for a licence of the software as indicated in the Quotation, the Customer shall be entitled to use a copy of that software. The terms and conditions of the licence to use that software are as set out in the relevant vendor agreements from the relevant manufacturer of the Vendor Software. The Vendor Software is

licensed to the Customer conditional upon the continuing payment of the relevant licensing fee.

1.2 Details of the licence terms of the Vendor Software are determined by the respective software manufacturers and are available to inspect via the following website: [<insert relevant landing page of Synergy Technology>].

Increase or Decrease in Licence

2 The Customer may at any time request an increase in the number of licences of the Vendor Software. In such circumstances Synergy Technology shall provide a further Quotation for those additional licences (and where relevant the corresponding increase in the SynergyCare Support in respect of the additional licences of that Vendor Software). The Customer may at any time request a reduction in the number of licences of the Vendor Software (together with where relevant the corresponding decrease in the SynergyCare Support in respect of the additional licences of that Vendor Software) by giving not less than the Agreed Notice so to do: such notice to take effect from the anniversary of the Initial Commencement Date.

Provision of SynergyCare Support for Vendor Software

3.1 In consideration of the payment by the Customer from time to time of the fee in respect of the support for Vendor Software as indicated in the relevant Quotation, Synergy Technology undertakes to provide the SynergyCare Support for Vendor Software in respect of the Vendor Software to the Customer upon the provisions of the SynergyCare Agreement. The SynergyCare Support for Vendor Software shall commence on the relevant Commencement Date. The Customer acknowledges that there are likely to be different Commencement Dates for different licences of the Vendor Software and accordingly where termination of this Agreement occurs, some licences may continue after termination, for which the Customer agrees to pay as provide for in clause 14.7 of Part A.

3.2 Where Synergy Technology provides SynergyCare Support for Vendor Software that support shall always be provided for (and charged by Synergy Technology for) the appropriate number of licences of the relevant software for which the Customer is licensed.

SynergyCare Support for Vendor Software

4.1 The SynergyCare Support for Vendor Software to the Customer in respect of the Vendor Software consist of the following:

4.1.1 reasonable assistance in the resolution of queries relating to the Vendor Software;

4.1.2 reasonable steps to recommend relevant to the course of action necessary to recover from a fault, error or failure emanating from the Vendor Software or its use;

4.1.3 the release to the Customer from time to time at the software vendors sole discretion of fixes in respect of the Vendor Software;

4.1.4 the release to the Customer from time to time at the vendors sole discretion of new releases and versions of the Vendor Software.

4.2 The Customer shall supply to Synergy Technology a detailed description of the fault requiring SynergyCare Support for Vendor Software by virtue of clauses 4.1.1 or
4.1.2 above and the circumstances in which the fault arose promptly upon becoming aware of such circumstances.

4.3 The SynergyCare Support for Vendor Software may be performed at one of Synergy Technology’s premises or via the internet or at the Customer’s premises as Synergy Technology determines. At the request of Synergy Technology the Customer shall provide internet connectivity approved and follow the protocols directed from time to time for the purpose by Synergy Technology for connection to the Customer’s hardware.

4.4 The above SynergyCare Support for Vendor Software shall not include the diagnosis or rectification of a fault resulting from :

4.4.1 the improper use, operation or neglect of either the Vendor Software, any
operating system, the System or the Customer’s hardware;

4.4.2 the use of the Vendor Software with hardware, an operating system or internet connection that is not adequate for the purpose;

4.4.3 the improper set up of Microsoft Office 365k, Microsoft 365, security software or other third party software or any software not installed and configured by Synergy Technology;

4.4.4 the modification or alteration of or interference with the System or its merger (in whole or in part) with any other software;

4.4.5 the use of the Vendor Software by an individual who has not undergone training with Synergy Technology to the required level or is not otherwise reasonably competent in the use of the Vendor Software;

4.4.6 the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by Synergy Technology;

4.4.7 a repair, adjustment, alteration or modification of the Vendor Software by a Third Party save with the prior written authority of Synergy Technology;

4.4.8 the effects of malware, viruses, trojans and other forms of harmful computer code; or

4.4.9 the use of the Vendor Software for a purpose for which it was not designed.

4.5 The above SynergyCare Support for Vendor Software shall not include the diagnosis or rectification of a fault which would require Synergy Technology to have access to the source code.

4.6 The above SynergyCare Support for Vendor Software shall not include the diagnosis and rectification of a fault which would require Synergy Technology formally to open a support case with the software vendor in order to resolve.

4.7 Synergy Technology may at Synergy Technology’s discretion upon request from the Customer provide the above Maintenance notwithstanding that the fault results from any of the circumstances described in clauses 4.4, 4.5 or 4.6 above of this Part
E. Synergy Technology shall in such circumstances be entitled to charge the Customer Additional Charges for the same.

4.8 Whenever an upgrade of the Vendor Software is released, the Customer before applying the upgrade shall seek the clearance in advance of Synergy Technology before implementing or installing that upgrade. Where the effect of that upgrade of the Vendor Software is that modifications to the Proprietary Software are required, then Synergy Technology shall at the Customer’s request undertake such modifications for which Synergy Technology shall be entitled to charge the Customer Additional Charges.

4.9 Synergy Technology shall make an initial response to a request for the SynergyCare Support for Vendor Software within four (4) hours or as otherwise indicated in the Quotation.

The Customer’s attention is drawn to the exclusions from and limitations of liability contained in these Terms and Conditions and in particular to the provisions of clauses 4.13, 5, 6.3, 6.4, 8.1, 9.2, 10, 12, 27 and 28 of Part A of these Terms and Conditions and clauses 2.3 and 2.4 of Part B of these Terms and Conditions and clause 3 of Part D of these Terms and Conditions.

The Customer should be aware that the Customer is entering into a commitment for a time period as set out in this Agreement and the SynergyCare Support Schedule.