Bespoke Schedule. Fax number: Position: Fax number:

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1 Bespoke Schedule Please complete and scan/ to On receipt of your order form we will you our design form for completion. The direct debit will commence on the 1 st of the month after receipt (unless received in the last week of the month). Supplier Details Name: IRIS Software Group Ltd Company registration number: Address: Riding Court House, Riding Court Road, Datchet, Berkshire Telephone number: Postcode: SL3 9JT ow-support@iris.co.uk Customer Details Company Name: Company Address: Postcode: Company/LLP/Charity registration number: Telephone number: Fax number: Customer Contact(s) Name: Position: Telephone number: Fax number: Contact 1 Contact 2 Name: Position: Telephone number: Fax number: Service Description Bespoke Website Package: 101 Extra offices: No. of 10 for each extra office Net Total VAT@20% Monthly Total Duly authorised for and on behalf of the Customer I have read, understood and accept the Terms and Conditions attached to this Schedule. Signed. Name. Position. Date. Bespoke Schedule

2 Please fill in the whole form including official use box using a ball point pen and send it to: IRIS Software Limited Riding Court House Datchet Berkshire SL3 9JT Instruction to your Bank or Building Society to pay by Direct Debit Originator's Identification Number FOR IRIS OFFICIAL USE ONLY This is not part of the instruction to your Bank or Building Society. Name(s) of Account Holder(s) Bank/Building Society account number Branch Sort Code Name and full postal address of your Bank or Building Society To: The Manager Bank/Building Society Instruction to your Bank or Building Society Please pay IRIS Direct Debits from the account detailed in this Instruction subject to the safeguards assured by the Direct Debit Guarantee. I understand that this Instruction may remain with IRIS and, if so, details will be passed electronically to my Bank/Building Society. Address Signature(s) Print Name Postcode Date Reference Number Banks and Building Societies may not accept Direct Debit Instructions from some types of account DDI1 This guarantee should be detached and retained by the Payer. The Direct Debit Guarantee This Guarantee is offered by all Banks and Building Societies that accept instructions to pay Direct Debits. If there are any changes to the amount, date or frequency of your Direct Debit IRIS will notify you 10 working days in advance of your account being debited or as otherwise agreed. If you request IRIS to collect a payment, confirmation of the amount and date will be given to you at the time of the request. If an error is made in the payment of your Direct Debit, by IRIS or your Bank or Building Society, you are entitled to a full and immediate refund of the amount paid from your Bank or Building Society If you receive a refund you are not entitled to, you must pay it back when IRIS asks you to. You can cancel a Direct Debit at any time by simply contacting your Bank or Building Society.Written confirmation may be required. Please also notify us.

3 Terms and Conditions BACKGROUND (A) The Supplier is a provider of certain business software applications and platforms which it makes available to business subscribers via the internet on a pay-per-use basis. (B) The Customer wishes to be provided with the Supplier s services under a non-exclusive licence, from a remote location, in its business operations in return for the payment of a monthly fee. (C) The parties have agreed that the terms and conditions set out in this Agreement will apply to the provision of services by the e Supplier to the Customer as indicated in the relevant Schedule. 1. DEFINITIONS In this Agreement, the following expressions shall have the following meanings, unless inconsistent with the context: Agreement Authorised User Business Day Charges Customer Equipment Effective Date Group Company Intellectual Property Rights Location Minimum Term Renewal Term Representative Schedule Senior Representative These terms and conditions and the Schedule referred to therein. Any employee, temporary staff agent or contractor of the Customer that accesses the Service with the permission of the Customer. Any day which is not a Saturday, Sunday or public or bank holiday in England and Wales. The charges for the Service as set out in the Schedule. The equipment as described in the Schedule to enable the Supplier to provide the Service. The date on which this Agreement is signed on behalf of the Supplier. Means (in relation to each party) any subsidiary, group or parent company from time to time of a party (as such words are defined in the Companies Act 2006). Any and all patents, trademarks, service marks, copyright, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration, any accrued rights and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto. The Customer s premises as set out in the Schedule. The minimum period for which Supplier is to provide and the Customer is to receive the Service as set out in the clause 3.3. Any subsequent periods for which this Agreement is renewed after the Minimum Term. As defined in the Schedule. The schedule which is provided separately to Customer and forms part of this Agreement. As defined in the Schedule.

4 Service Term The hosted service provided or to be provided by the Supplier to the Customer pursuant to this Agreement. The Minimum Term and any Renewal Term. 2. INTERPRETATION 2.1 A reference to one gender includes a reference to the other gender. 2.2 Words in the singular include the plural and in the plural include the singular. 2.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re- enactment and includes any subordinate legislation for the time being in force made under it. 2.4 Except where a contrary intention appears, a reference to a clause, Schedule or annex is a reference to a clause of, or Schedule or annex to, this Agreement. 2.5 Clause and Schedule headings do not affect the interpretation of this Agreement. 2.6 A variation of the Agreement shall be in writing and signed by or on behalf of all parties. 2.7 Writing or written includes faxes and , except where expressly provided to the contrary. 2.8 The Schedule to this Agreement, together with any documents referred to in them, form an integral part of this Agreement and any reference to this Agreement means this Agreement together with the Schedule, and such amendments in writing as may subsequently be agreed between the parties. 2.9 In the event of any conflict or inconsistency between the different Parts of the Agreement and any conditions detailed in any Schedule, the following order of precedence shall apply: The conditions detailed in any Schedule; The remainder of the provisions in this Agreement. 3. PROVISION OF SERVICE 3.1 Supplier will from the Effective Date provide the Service to the Customer on a non-exclusive and nontransferable basis for the duration of the Term of this Agreement and in accordance with the terms and conditions of this Agreement. Customer shall have the right to authorise its Authorised Users to use the Service solely for the Customer s internal business operations. The usage parameters agreed are set out in the Schedule. 3.2 The Supplier shall follow its best practice archiving procedures for Customer data. In the event of any loss or damage to Customer data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable endeavours to restore the lost or damaged Customer data from the latest back-up of such Customer data maintained by the Supplier in accordance with the archiving procedure. 3.3 The Supplier shall provide the Service for the Minimum Term of one year (subject to earlier termination in accordance with this Agreement), and on expiration of the Minimum Term will continue to provide the Service for successive periods of twelve (12) consecutive months (each a Renewal Term ) each unless terminated by either party on giving not less than ninety (90) days prior written notice to take effect at the expiry of the then current period (subject to clause 13 and to earlier termination in accordance with this Agreement). 3.4 The provision of the Service is subject to any usage parameters or other license metrics as specified in the Schedule. If Customer exceeds the limitation on any usage parameters Customer may, at Supplier s discretion, either (a) increase the agreed usage parameters at Supplier s standard rates from time to time, where possible or (b) purge unwanted data from the system with Supplier s guidance, for which the Supplier shall be entitled to charge in accordance with Supplier s standard daily rates for those services from time to time. Repeated or material breaches of this clause 3.4 may result in termination of this Agreement by Supplier under clause CONNECTIVITY 4.1 The Supplier shall use reasonable endeavours to maintain twenty four (24) hour online presence for the Service but cannot guarantee continuous, uninterrupted use. There may be times when the Supplier is required to interrupt the provision of the Service in order to carry out routine maintenance, repairs, reconfigurations or upgrades or in circumstances beyond the Supplier s control. The Supplier shall notify the Customer in advance of any planned interruptions. 4.2 The Supplier may suspend the Service without notice and without any liability to the Customer if: The Service is being used in breach of this Agreement (including without limitation failure to pay any Charges);

5 4.2.2 There is a breach of security in respect of which the Supplier reasonably believes that the suspension of the Service is necessary to protect the Customer s or the Supplier s network or a third party network; or If required by law or regulation or as compelled by a law enforcement or government agency or other relevant regulatory agency. 4.3 In the event the Service is suspended due to an act or omission of the Customer the Supplier reserves the right to charge the Customer a reconnection fee prior to resuming provision of the Service. The Customer s failure to provide and maintain the Customer Equipment shall not relieve the Customer of its obligation to pay Charges hereunder. 5. CUSTOMER OBLIGATIONS 5.1 The Customer shall at all times: comply with its obligations under this Agreement and all applicable laws and regulations in relation to its activities under this Agreement; ensure that the Authorised Users use the Service in accordance with the terms and conditions of this Agreement and shall accept full responsibility for the acts or omissions of any Authorised User as if they were acts or omissions of the Customer; provide the Supplier with all necessary co-operation and access to information as may be required by the Supplier in order to perform its obligations under this Agreement; ensure that the Customer Equipment is correctly installed and functioning and does not contain any trojan horse, worm, logic bomb, time bomb, back door, trap door or other viruses; not store, distribute or transmit any viruses, or any material through the Service that are unlawful, harmful, threatening, d defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; ensure that it does not supply the Supplier with any information or data that (a) is or may be inaccurate or out-of-date; (b) is or may be in breach of any third party right (including any Intellectual Property Right) under any law or under a contractual or fiduciary relationship; or (c) is or may be in violation of any applicable national or international law, and any regulations having the force of law. 5.2 The Customer accepts that the Supplier is not responsible for the acts or omissions of any third party suppliers, including but not limited to telecommunications and internet service providers and/or the Customer s own third party suppliers. 5.3 The Customer shall, for the purposes of this Agreement, afford to the Supplier s authorised personnel during normal working hours full and safe remote access to the Customer Equipment and such other facilities as may be necessary for the Supplier to proceed uninterruptedly with the performance of this Agreement. 5.4 The Customer declares that it is entering into this Agreement for the purpose of business and not as a consumer and Supplier is entitled to rely on this declaration. 5.5 The Customer shall indemnify the Supplier from and against any and all loss, damage, claim or expense arising out of or in connection with a breach by the Customer of the provisions of this clause CHARGES 6.1 The Supplier shall be entitled to invoice the Customer for the Charges annually in advance or in accordance with the Schedule. 6.2 In the event that the Customer does not pay Charges in accordance with the terms of this clause and the Schedule, the Supplier shall be entitled (without prejudice to its remedies elsewhere in this Agreement) to immediately suspend provision of the Service until payment is made. 6.3 If any of the matters set out in the Schedule affecting the provision of the Service changes, the Supplier shall be entitled to revise the Charges to take account of such change. 6.4 The Supplier shall be entitled to increase the Charges on each anniversary of the date of this Agreement giving the Customer thirty (30) days prior written notice of such increase. 6.5 Any sums payable by the Customer to the Supplier under this Agreement are exclusive of value added tax or any similar taxes, levies or duties, which shall be added to such sums and be payable by the Customer at the appropriate rate. 6.6 All the Supplier s invoices which are undisputed shall be due and paid in full without deduction or set-off within thirty (30) days of the date of the invoice. If any sum payable to the Supplier under this Agreement is in arrears for more than thirty (30) days after the due d ate, other than where the invoice is the subject of a bona fide dispute between the parties and has been referred to dispute resolution, the Supplier reserves the right without prejudice to any other right or remedy it has under this Agreement or in law to: charge interest on such overdue sum on a day to day basis from the original due date until paid in full whether before or after any judgement at a rate of 3% above Lloyds TSB Bank base lending rate in force from time to time; and/or suspend the provision of the Service provided under this Agreement on seven (7) days prior written notice.

6 6.7 The Customer will notify the Supplier in writing within fourteen (14) days of receipt of an invoice if the Customer considers an invoice incorrect or invalid for any reason failing which the Customer will raise no objection to any such invoice and shall make full payment in accordance with it. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause In respect of disputed invoices notified in accordance with clause 6.7, the parties shall negotiate in good faith to attempt to resolve the dispute promptly. Each party shall provide all such evidence as may be reasonably necessary to verify the disputed invoice and shall, where any invoice is agreed by both parties to be incorrect, raise a corrected invoice which shall be due and paid in full without set-off by the Customer within fourteen (14) days of the date of the corrected invoice. 6.9 If the parties have not resolved the dispute within fourteen (14) days of the Customer giving notice to the Supplier pursuant to this clause 6, the dispute shall be resolved in accordance with clause WARRANTY 7.1 The Supplier warrants that (subject to the other provisions of this Agreement) it will provide the Service with reasonable skill and care in accordance with the description in the Schedule. 7.2 The Supplier shall not be liable for a breach of the warranty in clause 7.1: unless the Customer notifies the Supplier in writing of such breach within thirty (30) days of the date when the Customer discovers the breach of warranty; or if the error in provision of the Service has been caused by incorrect use or abuse or corruption of the Service by the Customer. 7.3 If the Customer makes a valid claim against the Supplier based on the failure by the Supplier to comply with the warranty in clause 7.1, the Customer s sole remedy for breach of the warranty shall be an undertaking by the Supplier to use all reasonable commercial endeavours to remedy promptly free of charge any fault within a reasonable time from notification by the Customer of the fault that constitutes the breach. 7.4 The Supplier does not warrant that the Customer s use of the Service shall be uninterrupted or error-free; nor that the Service will meet the Customer s requirements. 7.5 The Customer acknowledges that the Supplier is not responsible for the performance of the Customer Equipment or the acts or omissions of third party services providers, including without limitation internet service providers and that Supplier is not responsible for any delays, delivery failures or other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of communications facilities. 8. CONFIDENTIAL INFORMATION 8.1 Each party (unless contrary to law): shall keep confidential all information obtained from the other under or in connection with this Agreement; shall not disclose any of that information to any third party without the prior written consent of the other party except to such persons and to such extent as may be strictly necessary for the performance of this Agreement; and shall not use any of that information otherwise than for the purposes of this Agreement. 8.2 Each party shall take all necessary precautions to ensure that all information obtained from the other party under or in connection with this Agreement is given to each member of staff only to the extent necessary for that member of staff s activities in connection with this Agreement; and is treated as confidential and not disclosed (without prior approval) or used by any staff otherwise than for the purposes of this Agreement. 8.3 The provisions of clauses 8.1 and 8.2 shall not apply to any information: which is or becomes public knowledge (otherwise than by breach of this condition); or which was in the possession of the party concerned without restriction as to its disclosure before receiving it from the disclosing party; or which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; and nothing in this clause 8 shall prevent either party from disclosing any information for a proper purpose to a public authority or any regulatory body, or to a court of law in the United Kingdom or elsewhere in legal proceedings, or to its senior management, its auditors, bankers, lawyers or other professional advisers. 8.4 Nothing in this clause 8 shall prevent either party from using any techniques, ideas or know how gained during the performance of this Agreement in the course of its normal business to the extent that this does not result in a disclosure of confidential information.