Azeus Convene Paperless Board and EXECUTIVE Meetings

Service Definition Azeus Convene Paperless Board and EXECUTIVE Meetings 1. An Overview of the G- Cloud Service (functional, non functional) Azeus Convene replaces meeting papers with a user-friendly mobile application and a powerful web-based management portal to improve productivity and security for board-level and management-level meetings. Azeus Convene manages the whole meeting process, simplifying the preparation of meeting materials and automating processes that take place in between meetings. The solution supports mobile access across the ios, Android and Windows PC platform, with a strong customer base ranging from large enterprises, banks, retail, education, financial institutions to government agencies. Meeting Management Reduce meeting preparation time and effort with automated meeting scheduling, board pack preparations and secure digital distribution. Interactive Meetings Keep everyone on track with real-time synchronised annotations and live control of other devices. Offline Access Prepare for meetings and review documents offline anytime, anywhere. Remote Meeting Attend board meetings remotely from any location. Cross-Platform Support Access and join meetings on ios devices, Android devices or Windows PC. Stringent Security PAGE 1 OF 15

Protect your data with enterprise-grade encryption, authentication, and authorisation mechanisms. Enterprise Data Integration Integrate with SharePoint, Dropbox and Box document repositories and use documents from those repositories in meetings. Integrate with LDAP server and Active Directory for streamlined account management. Flexible Hosting Options Subscribe to our hosted service or install to your on-premise server 1.1. Benefits for administrators and secretaries Automate the creation and distribution of meeting materials and agenda Upload all documents from the desktop with simple drag-and-drop interface Collate meeting documents and link to agenda items Quickly define role-based or individual access to documents and folders Notify meeting participants for important updates Keep current and archived meeting information in a central repository with support for document versioning Freeze meeting records for record keeping Use and access enterprise SharePoint, Box, Dropbox documents for meetings Use LDAP/AD directory information for user account management Save time and money through automated processes and reduction of printing costs AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 2 OF 15

1.2. Benefits for meeting members Access meetings and materials securely from anywhere, anytime through mobile devices or web browser Receive notifications via email with single-tap access to latest meeting information and updates Securely download materials for offline reading Receive auto-updates of downloaded content when these are available Add shared or private annotations and notes to materials online and offline before, during and after meetings Keep everyone on track during meetings with real-time synchronised views and annotations Join meetings from remote locations Access upcoming meetings and review previous meetings 2. Information Assurance Our cloud service is provided through Amazon Web Services in Eire. The AWS facility is ISO 27001 accredited. We also have existing arrangements with a number of UK data centre and infrastructure partners for our cloud services offerings. Their data centres adhere to best practices described by the EU Code of Conduct for Data Centre Operations. They can meet the profiles of PSN accreditation and possess the required ISO27001 certification. AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 3 OF 15

3. Backup / Restore and Disaster Recovery Provisions Details of the Level of Backup/Restore and Disaster Recovery that will be Provided Azeus keeps redundant backups of the whole cloud server in different locations to protect against data loss. A daily data backup strategy will be implemented to ensure availability of data. Typically data backups will only be kept for up to 7 days. Longer backup data retention periods can be considered for public authorities. A disaster recovery environment will be available and ready in case a disaster or any similar event occurs. The disaster recovery environment will have sufficient hardware and software to take over the operations of the production site. Azeus will strive to restore services to normal operations within 24 hours. 4. On- boarding and Off- boarding Processes / Scope 4.1. On-boarding The Customer should contact Azeus to express their intent to subscribe to our cloud-based services. Azeus will work with the Customer and agree on the terms and conditions for our services. After completing the contract signing and obtaining from the Customer the required information, Azeus will prepare the cloud-based instance according to the Customer s specifications. Azeus will provide the Customer with the complete account details, payment / billing information and login credentials to the cloud-based instance. Usually it would take less than one week from the point of order for a Customer to start using the service. Registered Customer will have the admin facility to manage the set of user accounts within their cloud-based instance. User account creation will be AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 4 OF 15

handled by the Customer s System Administrator or authorised representatives. 4.2. Off-boarding Azeus may destroy or otherwise dispose of any of the Customer Data in its possession unless Azeus receives, no later than thirty days after the effective date of the termination of Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Azeus shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Azeus in returning or disposing of Customer Data. AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 5 OF 15

5. Pricing Please refer to the Pricing Document and the SFIA Rate Card submitted together with this proposal. 6. Service Management Details 6.1. Service Delivery 6.1.1. Service Levels Management Azeus will monitor system performance levels to ensure that service level agreements (SLAs) are met. Adjustments to the system will be carried out if service levels fail to meet the agreed levels. 6.1.2. Performance and Capacity Management Performance and Capacity Management will be conducted regularly by Azeus to meet the agreed SLAs. 6.2. Security Management Azeus will conduct a security review at least once a year. Identified system or service vulnerabilities will be subjected to risk assessment and impact analysis, which will determine any necessary course of action. 7. Service Constraints To ensure data security and high availability of its services, Azeus will perform regular or ad-hoc maintenance of its system. Service down time will be minimised such that the agreed SLAs will be maintained. Customers affected would be informed of the service downtime in advance. AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 6 OF 15

8. Service Levels 8.1. Availability The availability SLA for Azeus Convene service is 99%. 8.2. Severity Definitions Severity Definitions Support requests will be prioritised according to their nature and impact to business operations. Incidents are addressed according to priority. The priority definitions are: Priority Description Response Time Prioritisation Level 1 - Critical Prioritisation Level 2 - High Prioritisation Level 3 - Medium Prioritisation Level 4 - Low Complete application unresponsive Complete module unresponsive A particular business process or processes cannot be completed A particular business process is interrupted but can nevertheless be completed Within one hour Within four normal working hours Within 12 normal working hours Within one working day Target Resolution Time To be resolved within 4 hours To be resolved within 1 working day To be resolved by patch To be resolved by patch or at next release AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 7 OF 15

8.3. Service Support 8.3.1. Helpdesk We provide support services through our Azeus Support Centre. Standard support hours are from 8 A.M. to 6 P.M., Monday to Friday (excluding bank holidays). Non-emergency support requests should be sent to a dedicated e- mail address. In terms of emergency support during these hours, i.e. an issue which is causing disruption to the normal workings of the solution, the Customer will be given a dedicated emergency support line number to call. The response time within the Standard support hours is 4 hours upon receipt of a support request. Outside Standard Support hours, users can send emergency supports requests via an emergency contact facility available over the Internet. This will alert an on-call Azeus Support Centre engineer. Out-of-hours support will only be available for emergencies and not for non-urgent questions or queries. The Azeus Convene Portal will be monitored 24 hours a day, 7 days a week for the service availability. All support requests will be logged in a ticketing system called Request Tracker. This means that all support requests are logged and stored in a searchable format for future use if needed. 8.3.2. Support Boundaries Support services cover end-user support for inquires and problems for the following: Installing the Azeus Convene app on to compatible end-user devices Using the Azeus Convene app to access the subscribed features and services Using the Azeus Convene Portal to access the subscribed features and services through compatible web browsers on compatible platforms AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 8 OF 15

8.3.3. Software Upgrades There will be three types of release - patch release, minor release and major release. Patches will be released for reported bugs of the product. These may be applied across different package versions if deemed necessary and clients will be notified. Minor release includes upgrades and new features for the standard software package that is generally compatible with the previous version. Major releases, on the other hand, include substantial changes and some major enhancements to the standard package that may not be fully compatible with the previous one. All changes in these different releases will undergo rigorous and comprehensive testing and change control. Merging and/or propagation of all fixes and upgrades across different package versions will be handled properly using Software Configuration Management tools. 8.3.4. Documentation Azeus maintains and updates service documentation. New versions of documents will be uploaded either to the website or announced through emails. 9. Financial Recompense Model for not Meeting Service Levels If the annual uptime percentage drops below 99% for the Service Year (i.e. preceding 365 days from the date of an SLA claim), the Customer is eligible to receive a service credit equal to 10% of the bill (excluding one-time charges for additional services such as Service Migration) for the eligible credit period (i.e. yearly billing cycle in which the most recent unavailable event included in the SLA claim occurred). To receive a credit, the Customer must contact us at a designated email account within 30 calendar days of the incident, specifying the start time, date and duration of the qualifying period which forms the basis of the Customer s claim and the amount of credit claimed. We will be the sole arbiter regarding the award of credit and our decision will be final and binding. Limitations and Exemptions AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 9 OF 15

The following items or situations are exempt from Azeus' guarantees: acts of omission on the Customer part or on the Customer s server; scheduled maintenance which we have announced at least 24 hours in advance; factors beyond our control, including but not limited to any force majeure events, failures, acts of omission of our upstream providers or failure of the Internet; actions of third parties, including but not limited to security compromises, denial of service attacks and viruses, provided that Azeus makes reasonable efforts to keep its software and systems upto-date; violations of the permitted usage for the services as per our terms and conditions; any product currently in BETA as per our terms and conditions; and law enforcement policy. A Customer must be up-to-date with all payments and have sufficient pre-pay balance where appropriate to cover current usage levels to be eligible for the credits outlined in the Service Level Agreement. No credits will be extended if a Customer is in arrears with payments or has insufficient balance to continue using Azeus cloud services during the qualifying claimed credit period for at least 10 calendar days. The award of credit by Azeus to the Customer as described in the Service Level Agreement will be the sole and exclusive remedy for unavailability or performance degradation of Azeus services. Credits will only be applied to future services and may not be exchanged for other forms of payment. Notwithstanding anything in the Service Level Agreement to the contrary, the maximum total credit for the yearly billing period, including all guarantees, shall not exceed 10% of the Customer s fee for the eligible credit period (i.e. yearly billing cycle in which the most recent unavailable event included in the SLA claim occurred, excluding one-time charges for additional services such as Service Migration). AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 10 OF 15

Credits beyond 10% of your fee for the eligible credit period will not be carried over and applied to future fees. 10. Training Service users will be able to pick up how to use the Service right away with the intuitive software design and on screen user-aid. Comprehensive user guides and administration manuals will be provided for more advanced tasks. No particular training is needed. 11. Ordering and Invoicing Process The initial subscription term should be for 12 months, and each renewal of subscription of the Services should also for a period of 12 months. Please also refer to Clause CO-13 in the G-cloud Services 6 Call-off Terms, and the clause on Payments, Refunds and Cancellations in the standard Terms of Service for Azeus Convene submitted together with this proposal. 12. Termination Terms Please refer to Clauses CO-9 and CO-10 in the G-cloud Services 6 Call-off Terms. 13. Data Restoration / Service Migration Data loss can be recovered by restoration of backups within the 7-day retention period. Azeus shall as far as possible perform the restoration within 48 hours upon request for data loss caused by Azeus system failure. Azeus shall not be responsible for any data loss, destruction, alternation or disclosure of Customer data caused by any third party. For data loss caused AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 11 OF 15

by the Customer, Azeus will charge the Customer on a time and material basis the cost for restoring the data lost. Azeus can assist in the migration of the Customer s data from another service. Migration of data shall be performed upon receiving the complete data from the Customer. The committed completion time will depend on the structure of the Customer s data. Azeus will charge the Customer on a time and material basis the cost for the data or service migration. In case of termination of services, Azeus may destroy or otherwise dispose of any of the Customer Data in its possession unless Azeus receives, no later than thirty days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then most recent backup of the Customer Data. Azeus shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Azeus in returning or disposing of Customer Data. 14. Consumer Responsibilities The Customer shall: provide Azeus with all necessary co-operation in relation to the G- cloud service Framework Agreement; and all necessary access to such information as may be required by Azeus, in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; comply with all applicable laws and regulations with respect to its activities under the G-cloud service Framework Agreement and Terms of Service of Azeus Convene; carry out all other Customer responsibilities set out in the Terms of Service of Azeus Convene in a timely and efficient manner. In the event of any delays in the Customer s provision of such assistance as agreed by the parties, Azeus may adjust any agreed timetable or delivery schedule as reasonably necessary; AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 12 OF 15

ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Terms of Service of Azeus Convene and shall be responsible for any Authorised User s breach of the Terms of Service; obtain and shall maintain all necessary licences, consents, and permissions necessary for Azeus, its contractors and agents to perform their obligations under the Terms of Service of Azeus Convene, including without limitation the Services; ensure that its network and systems comply with the relevant specifications provided by Azeus from time to time; and be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Azeus data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer s network connections or telecommunications links or caused by the Internet. 15. Technical Requirements Azeus Convene Network WiFi network for conducting local meeting WiFi / 3G / 4G network for accessing web portal or conducting remote meeting Supported End User Device Platforms! ipad with ios 5 or above! iphone 4 or above with ios 5 or above! Android Tablet and Phone with Android OS 2.3 or above! Windows PC and Tablet with Windows 2000/XP/Vista/7 Convene Portal AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 13 OF 15

Supported Browser! Windows/IE7 or above! Windows/Firefox 3.6 or above! Windows/Google Chrome 4 or above! Mac OS/Safari 5.1.7 or above! Mac OS/Firefox 3.6 or above! Mac OS/Google Chrome 4 or above Supported File Format PDF, JPG, PNG, DOC, XLS, PPT, DOCX, XLSX, PPTX Network Requirements WLAN Recommended Wifi Protocol: 802.11b/g/n (802.11g and 802.11n are preferred due to improved network latency) Mobile Internet 3G or 4G or WiFi Network Bandwidth Minimum of 200kbps - 256kbps (e.g. 3G networks) 16. Details of Any Trial Service Available For trial and subscription, visit http://www.azeusconvene.com/enquire/ The Azeus Convene app is publicly available for download at Apple Apps Store, Google Play Store and our product website. Download Azeus Convene (ipad, iphone, Android, Windows): https://portal.azeusconvene.com/redirectinstaller 17. Contacts and Information Product Website http://www.azeusconvene.com/ Sales Inquiry sales@azeusconvene.com +44 1474 353294 AZEUS CONFIDENTIAL AND PROPRIETARY PAGE 14 OF 15

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