Common use of Managed Services Clause in Contracts

Managed Services. 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) as stated in the Order Form. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form or as otherwise agreed by the Suppler in writing. 2.6 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Agreements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements Arrangements with effect from the start of the month after the Set-up Services have been satisfactorily completed (if anywhere applicable) or as otherwise stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-of- service attack. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change RequestOrder. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 3.8 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-non- conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 3.9 The Managed Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Cloud Services acquired without liability to the Customer in the following circumstances: (a) there is an attack on the Cloud Services or the Cloud Services are accessed or manipulated by a third party not authorised under this Agreement or by the Client under Supplier; or (b) the Agreement are solely for law or a regulatory or government body requires the Client’s own internal use and not for resale Supplier or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may its hosting provider to suspend, revoke halt or limit use alter the Cloud Services; or (c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Cloud Services or clients of the Managed Services, wholly or partly (i) in case of late payments,Supplier.

Managed Services. 2.1 3.1. The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 3.2. The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3. The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.4. The Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5. The Client shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6. The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense. 3.7. The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.8. The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the 3.9. The Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or will not provide the Client with an alternative means Managed Service, and bear no liability, in respect of accomplishing defects or errors: (a) resulting from any modifications or enhancements of the desired performance.Third-Party Software not made by Supplier; 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit (b) resulting from incorrect use of the Managed ServicesThird-Party Software; (c) for any reason external to the Third-Party Software including, wholly but not limited to, failure of electrical supplies or partly natural disasters; and (id) in case of late payments,resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier.

Managed Services. 2.1 The Supplier 3.1 Core will provide the Managed Services with all due care, skill and ability during the term of the Agreement unless earlier terminated for any reason. 3.2 Core shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormScope of Works. 2.2 Unless otherwise specified in 3.3 The Customer shall adhere to the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotelyAcceptable Use Policy at all times. 2.3 3.4 The Client Customer shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client Customer has authorised to use the Managed Services. 2.4 3.5 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier Core in writing. This includes informing the Supplier Core promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier Core will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by the Suppler in writingprior written consent of Core. 2.6 3.7 The Client Customer acknowledges that certain conditions outside of the SupplierCore’s control may adversely impact the ability of the Supplier Core to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system.; (b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, Core excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Local System Components Customer server and the SupplierCore’s monitoring platform; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems. 2.7 The Supplier 3.8 Core reserves the right to: (a) modify the SupplierCore's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCore's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier Core shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of the Master Services Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 2.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order Form. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotelyStatement of Work. 2.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client Customer has authorised to use the Managed Services. 2.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 2.9 The Managed Services acquired by the Client Customer under the Agreement are solely for the ClientCustomer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 2.10 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services and/or Products. If the Customer fail to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service. 2.11 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or otherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Supplier may reasonably change prices, contents of the Managed Services, service hours or service levels.

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Third-Party Services; (c) network Network connectivity issues between Local System Components and the Supplier’s platform; (d) network Network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change RequestOrder. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 3.8 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The Supplier 3.1. CompanyNet will provide the Managed Services with all due care, skill and ability during the term of the Agreement unless earlier terminated for any reason. 3.2. CompanyNet shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormScope of Works. 2.2 Unless otherwise specified in 3.3. The Customer shall adhere to the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotelyAcceptable Use Policy at all times. 2.3 3.4. The Client Customer shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client Customer has authorised to use the Managed Services. 2.4 3.5. The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier CompanyNet in writing. This includes informing the Supplier CompanyNet promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier CompanyNet will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6. The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by the Suppler in writingprior written consent of CompanyNet. 2.6 3.7. The Client Customer acknowledges that certain conditions outside of the SupplierCompanyNet’s control may adversely impact the ability of the Supplier CompanyNet to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system.; (b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, CompanyNet excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Local System Components Customer server and the SupplierCompanyNet’s monitoring platform; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems. 2.7 The Supplier 3.8. CompanyNet reserves the right to: (a) modify the SupplierCompanyNet's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCompanyNet's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier CompanyNet shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services with all due care, skill and ability during the term of the Agreement unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormService Specification. 2.2 Unless otherwise specified in the relevant Order Form 3.3 The Client shall not store, distribute or agreed in writing by the Supplier, the Supplier will provide transmit any material through the Managed Services remotelythat: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities. 2.3 3.4 The Client shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client has authorised to use the Managed Services. 2.4 3.5 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-denial- of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.7 The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense. 3.8 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system.; (b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Client has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Client did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Services in the event the Client has not complied with any requirement to upgrade the Third Party Software and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Local System Components Client server and the Supplier’s monitoring platform; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Client server and its third partyMicrosoft’s serverssystems. 2.7 3.9 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The 6.1. Where specified in the Order Form the Supplier shall will: (i) host the software implemented pursuant to the Implementation Services on its hosting environment or through a third party hosting or cloud services provider as specified in the Order Form (the "Hosting Services"); and (ii) provide support and maintenance services for the Managed Services in accordance with the Service Level Agreements hosted software (if any) as stated further described in the Order Form. 2.2 Unless otherwise ) (the "Support and Maintenance Services"). The Hosting Services and Support and Maintenance Services shall together be referred to as the managed services (the “Managed Services”). If the provision by the Supplier of the Managed Services is specified in the Order Form, this clause shall apply to the provision of such Managed Services. Otherwise, this clause shall be of no effect between the Parties. 6.2. From the relevant date specified in the Order Form or from such date as is agreed between the Parties in writing by and for the Supplierremainder of the term of the Agreement, the Supplier will provide the Managed Hosting Services remotely. 2.3 The Client shall remain responsible for and give access to those authorised internal users and end users as further specified in the use of Order Form (the Managed Services under its control including any use by third parties that Client has authorised "Authorised Users") who are entitled to access and use the Managed Deliverables through the Hosting Services. 2.4 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified 6.3. In relation to the Client by provision of the Hosting Services: | 2 6.3.1. the Supplier hereby grants the Buyer on and subject to the terms and conditions of the Agreement a non-exclusive, non-transferable licence to allow Authorised Users to access and use the Deliverables through the Hosting Services solely for the Buyer’s business purposes; 6.3.2. the Buyer will not store, distribute or transmit any virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, offensive, discriminatory or facilitates illegal activity; 6.3.3. the Hosting Services rights provided under these Terms of Business are granted to the Buyer only and, unless otherwise specified in writingthe Order Form, shall not be considered granted to any of the Buyer’s subsidiaries or the Buyer’s holding company; and 6.3.4. This includes informing the Buyer will use reasonable endeavours to prevent any unauthorised access to, or use of, the Deliverables through the Hosting Services and notify the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services)unauthorised access or use. 2.5 The Client shall not provide 6.4. From the Managed Services to third parties unless otherwise indicated relevant date specified in the Order Form or from such date as otherwise is agreed by between the Suppler Parties in writingwriting and for the remainder of the term of the Agreement the Supplier will provide the Buyer with the Support and Maintenance Services. 2.6 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services6.5. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance Where specified under the Agreement Order Form and its provision of the Managed Services or the Service Level Agreements. If such changes will have an adverse effectas further described therein, the Supplier shall notify will provide technical support services in respect of the Client and the Parties shall follow the Change Requesthosted software. 2.8 If required by 6.6. The Buyer’s personnel named as support representatives in the Supplier, the Client shall allow Order Form (or as notified to the Supplier in writing from time to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment time) shall be authorised to enable contact the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Termfor technical support services. 2.9 If 6.7. The Supplier will periodically carry out maintenance to the Hosting Services or from time to time emergency maintenance where the Supplier breaches its obligations reasonably suspects that the Hosting Services or any part thereof has or may have developed a fault. Any such maintenance shall be carried out in paragraph 2.1 of such a manner and at such times so as to avoid (or where this Schedule 1, is not possible so as to minimise) disruption to the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performanceHosting Services. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the term set out in the applicable Statement of Work unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has (whether fraudulent or authorised to use by the Managed ServicesCustomer). 2.4 3.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or attack, distributed denial-of-service attackattack or other Virus or Vulnerability. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party ServicesServices including any upgrades to Third Party Services which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Managed Services in the event the Customer has not complied with any requirement to upgrade the Third Party Services and the Managed Services fail as a consequence of this; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer as soon as reasonably practicable. 3.8 The Supplier may: (a) occasionally, for operational reasons, introduce or withdraw Managed Service features, introduce process changes to improve the quality of the Managed Services, change the technical specification of the Managed Services including, without limitation, service upgrades, provided that any such changes do not have a materially adverse effect on the performance or provision of the Managed Services. For any material changes, the Supplier shall give not less than twenty eight (28) days’ notice; or (b) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of the Managed Services and it is the Customer’s responsibility to ensure these are adhered to; or (c) interrupt the Managed Service for operational reasons (such as planned maintenance or service upgrades) or because of an emergency. Routine, planned maintenance of the Managed Services, Software or Maintained Equipment, that may require interruption of the Hosting Services (“Maintenance Events”) shall, except for any emergency maintenance or other emergency action, not be performed during Normal Business Hours. The Supplier may interrupt the Hosting Services to perform emergency maintenance or to take such other action as is necessary in an emergency and shall restore the interrupted service as quickly as possible. Where practicable, the Supplier will give the Customer as much notice as possible. In addition, the Supplier may interrupt the Hosting Services outside Normal Business Hours for unscheduled maintenance at such time(s) as the Supplier may notify to the Customer from time to time. The Supplier shall at all times endeavour to keep any service interruptions to a minimum. 3.9 The Customer shall not store, distribute, introduce or transmit through the Managed Services: (a) any Virus; (b) any Vulnerability; or (c) any material that is unlawful, harmful, threatening, 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. 3.10 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances: (a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with this Agreement; (b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties shall follow in writing or set out under a Statement of Work; (c) providing any other services not covered in this Agreement or the Change Requestapplicable Statement of Work; (d) training in use of any upgrades; and (e) providing the Support Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer pursuant to the call for technical support. 2.8 If required 3.11 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Hosting Services without liability to the Customer in the following circumstances: (a) there is an attack on the Hosting Services or the Hosting Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or (b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Hosting Services; or (c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Client shall allow Hosting Services or clients of the Supplier Supplier. 3.12 Each Customer who operates a server is solely responsible for all stored and transmitted data of the server and all actions which emanate from the server. The Customer must take adequate measures which comply with the current state of technology to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout any misuse of the applicable Termserver is effectively prevented. The Supplier reserves the right to block any server at any time which causes a loss of network integrity or affects the network operation of other servers without prior warning including those actions which are not specifically referred to below. The Supplier further reserves the right to remove a server from the network if it is deemed to be causing excessive load or traffic over an unacceptably long period. 2.9 3.13 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 2.1. The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of the Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 2.2. The Supplier shall provide the Managed Services in accordance with the any Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 2.3. The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 2.4. The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 2.5. The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 2.6. The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 2.7. The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change RequestRequest procedure. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 2.8. If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1these Managed Services Terms, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 2.9. The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. The Supplier shall be available for general questions via telephone, e-mail and/or chat through the designated channel (communicated separately and may be charged) in regard to the Products and Managed Services. 2.11 2.10. The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or Products. If the Client fails to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service. 2.11. The Supplier is entitled to amend the terms of the Agreement and these Managed Services Terms in order to reflect any changes and updates received from its third party suppliers or otherwise if the Supplier has reasonable grounds for such amendment. The Supplier may also make reasonable change to prices, contents of the Managed Services, service hours or service levels.

Managed Services. 2.1 3.1 The Supplier shall will provide the Managed Services in accordance with the Service Level Agreements (if any) as stated in Statement of Work and the Order Formterms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.2 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.3 The Client Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack. 3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of-service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Client Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change RequestOrder. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 3.8 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-denial- of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers.. , 2.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Agreements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 2.8 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 2.9 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 2.10 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or Products. If the Client fail to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service.

Managed Services. 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements service level arrangements (if any) as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-denial- of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardwarehardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components local system components and the Supplier’s platform; (d) network connectivity issues between Local System Components local system components and its third party’s servers. 2.7 The Supplier reserves the right to: (a) modify the Supplier's Systemsystem, its network, system configurations or routing configuration; or (b) modify or replace any Hardware hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Agreementsservice level arrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-Client- side Equipmentequipment, Hardware and/or in the Client’s Operating Environment operating environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or products. If the Client fails to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service. 11.1 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or otherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Supplier may reasonably change prices, contents of the Managed Services, service hours or service levels.

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the term set out in the applicable Statement of Work unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has (whether fraudulent or authorised to use by the Managed ServicesCustomer). 2.4 3.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or attack, distributed denial-of-of- service attackattack or other Virus or Vulnerability. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; . (b) partial or full failure of Third-Party Services including any upgrades to Third Party ServicesServices which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Managed Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Services and the Managed Services fail as a consequence of this; (c) network connectivity issues between Local System Components and the Supplier’s platform;. (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer as soon as reasonably practicable. 3.8 The Supplier may: (a) occasionally, for operational reasons, introduce or withdraw Managed Service features, introduce process changes to improve the quality of the Managed Services, change the technical specification of the Managed Services including, without limitation, service upgrades, provided that any such changes do not have a materially adverse effect on the performance or provision of the Managed Services. For any material changes, the Supplier shall give not less than twenty eight (28) days’ notice; or (b) give the Customer instructions which it believes are necessary for reasons of health, safety or the quality of the Managed Services and it is the Customer’s responsibility to ensure these are adhered to; or (c) interrupt the Managed Service for operational reasons (such as planned maintenance or service upgrades) or because of an emergency. Routine, planned maintenance of the Managed Services, Software or Maintained Equipment, that may require interruption of the Hosting Services (“Maintenance Events”) shall, except for any emergency maintenance or other emergency action, not be performed during Normal Business Hours. The Supplier may interrupt the Hosting Services to perform emergency maintenance or to take such other action as is necessary in an emergency and shall restore the interrupted service as quickly as possible. Where practicable, the Supplier will give the Customer as much notice as possible. In addition, the Supplier may interrupt the Hosting Services outside Normal Business Hours for unscheduled maintenance at such time(s) as the Supplier may notify to the Customer from time to time. The Supplier shall at all times endeavour to keep any service interruptions to a minimum. 3.9 The Customer shall not store, distribute, introduce or transmit through the Managed Services: (a) any Virus; (b) any Vulnerability; or (c) any material that is unlawful, harmful, threatening, 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. 3.10 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances: (a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with this Agreement; (b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties shall follow in writing or set out under a Statement of Work; (c) providing any other services not covered in this Agreement or the Change Requestapplicable Statement of Work; (d) training in use of any upgrades; and (e) providing the Support Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer pursuant to the call for technical support. 2.8 If required 3.11 The Customer acknowledges that the Supplier or its sub-contracted hosting provider have the right to temporarily halt, alter or suspend the Hosting Services without liability to the Customer in the following circumstances: (a) there is an attack on the Hosting Services or the Hosting Services are accessed or manipulated by a third party not authorised under this Agreement or by the Supplier; or (b) the law or a regulatory or government body requires the Supplier or its hosting provider to suspend, halt or alter the Hosting Services; or (c) an event or circumstance arises for which the Supplier or its hosting provider reasonably believes suspension, halting or alteration is necessary to protect its network, the Client shall allow Hosting Services or clients of the Supplier Supplier. 3.12 Each Customer who operates a server is solely responsible for all stored and transmitted data of the server and all actions which emanate from the server. The Customer must take adequate measures which comply with the current state of technology to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout any misuse of the applicable Termserver is effectively prevented. The Supplier reserves the right to block any server at any time which causes a loss of network integrity or affects the network operation of other servers without prior warning including those actions which are not specifically referred to below. The Supplier further reserves the right to remove a server from the network if it is deemed to be causing excessive load or traffic over an unacceptably long period. 2.9 3.13 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The Supplier 3.1. Core will provide the Managed Services with all due care, skill and ability during the term of the Agreement unless earlier terminated for any reason. 3.2. Core shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormScope of Works. 2.2 Unless otherwise specified in 3.3. The Customer shall adhere to the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotelyAcceptable Use Policy at all times. 2.3 3.4. The Client Customer shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client Customer has authorised to use the Managed Services. 2.4 3.5. The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier Core in writing. This includes informing the Supplier Core promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier Core will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6. The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by the Suppler in writingprior written consent of Core. 2.6 3.7. The Client Customer acknowledges that certain conditions outside of the SupplierCore’s control may adversely impact the ability of the Supplier Core to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system.; (b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Customer has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Customer did not adhere to. For the avoidance of doubt, Core excludes any and all liability in relation to the Services in the event the Customer has not complied with any requirement to upgrade the Third-Party Software and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Local System Components Customer server and the SupplierCore’s monitoring platform; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Customer server and its third partyMicrosoft’s serverssystems. 2.7 The Supplier 3.8. Core reserves the right to: (a) modify the SupplierCore's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the SupplierCore's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier Core shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 6.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) as stated in the Order Form. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client the Customer has authorised to use the Managed Services. 2.4 6.2 The Client Customer must take reasonable measures to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 6.3 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 6.4 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 6.5 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 6.6 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 6.7 The Managed Services acquired by the Client Customer under the Agreement are solely for the ClientCustomer’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 6.8 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Customer notice of what actions the Customer must take to reinstate the Managed Services and/or Products. If the Customer fails to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service.

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term. 3.2 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 Unless 3.3 The Supplier shall not provide Managed Services at Client Sites unless otherwise specified set out in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotelyStatement of Work. 2.3 3.4 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.5 The Client must take reasonable measures to ensure it does not (and the Client personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Client as a result of such attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.7 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client HardwareClient’s hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 3.8 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required 3.9 The Supplier will not provide the Managed Service, and bear no liability in respect of defects or errors: (a) resulting from any modifications or enhancements of the Third-Party Software not made by Supplier; (b) resulting from incorrect use of the Third-Party Software; (c) for any reason external to the Third-Party Software including, but not limited to, failure of electrical supplies or natural disasters; and (d) resulting from the inter-relationship between the Third-Party Software and any other software not supported by Supplier. 3.10 The Supplier shall be under no obligation to provide the Managed Services to the Client in the following circumstances (unless specified under the Statement of Work): (a) unauthorised use of the Services by the Supplier, Client or use otherwise than in accordance with this Agreement; (b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (c) providing any other services not covered herein; (d) training; and (e) providing the Managed Services to the Client shall allow where such support would have been unnecessary if the Supplier Client had implemented update(s) and upgrade(s) supplied or offered to install monitoring software on the Client-side Equipment, Hardware and/or in Client pursuant to the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Termcall for technical support. 2.9 3.11 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of the Master Services Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 2.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormStatement of Work. 2.2 2.3 Unless otherwise specified in the relevant Order Form Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 2.4 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 2.5 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 2.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 2.7 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 2.8 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-non- conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or Products. If the Client fail to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service. 2.12 The Supplier is entitled to amend the terms of the Agreement and this Schedule 1 in order to reflect any changes and updates received from its Third Parties or otherwise if the Supplier has reasonable grounds for such amendment. Hereunder, the Supplier may reasonably change prices, contents of the Managed Services, service hours or service levels.

Managed Services. 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements Arrangements (if any) as stated in the Order FormStatement of Work. 2.2 Unless otherwise specified in the relevant Order Form Statement of Work or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,, (ii) if the Supplier in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, the Supplier will provide the Client notice of what actions the Client must take to reinstate the Managed Services and/or Products. If the Client fails to take such actions within a reasonable time, the Supplier may terminate the applicable Managed Service.

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services in accordance with the Service Specification and the terms of this Agreement with all due care, skill and ability during the Term and a Subsequent Term (if applicable) unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormService Specification. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 3.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 3.4 The Client Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client Customer to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.5 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.6 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Third-Party Services; (c) network Network connectivity issues between Local System Components and the Supplier’s platform; (d) network Network connectivity issues between Local System Components and its third party’s servers. 2.7 3.7 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change RequestOrder. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 3.8 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 3.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 5.1 The Supplier will provide the Managed Services with all due care, skill and ability during the Term unless earlier terminated for any reason. 5.2 The Supplier shall use commercially reasonable endeavours to provide the Managed Services in accordance with the any Service Level Agreements (if any) as Arrangements stated in the Order FormProposal. 2.2 Unless otherwise specified in the relevant Order Form 5.3 The Client shall not store, distribute or agreed in writing by the Supplier, the Supplier will provide transmit any material through the Managed Services remotelythat: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities. 2.3 5.4 The Client shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client has (whether fraudulent or authorised to use by the Managed ServicesClient). 2.4 5.5 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 5.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 5.7 The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense. 5.8 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardwarehardware, software or operating system; (b) partial or full failure of Third Party ServicesSoftware; (c) network connectivity issues between Local System Components Client server and the Supplier’s monitoring platform;; and/or (d) network connectivity issues between Local System Components Client server and its third party’s serversThird Party products. 2.7 5.9 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the Agreement Contract and its provision of the Managed Services or the any Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change RequestClient. 2.8 If required by the Supplier, the Client shall allow the 5.10 The Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or will not provide the Client with an alternative means Managed Service, and bear no liability, in respect of accomplishing defects or errors: (a) resulting from any modifications or enhancements of the desired performance.Third Party Software not made by Supplier; 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit (b) resulting from incorrect use of the Managed ServicesThird Party Software in scenarios other than those intended by third parties; (c) for any reason external to the Third Party Software including, wholly but not limited to, failure of electrical supplies or partly natural disasters; and (id) in case of late payments,resulting from the inter-relationship between the Third Party Software and any other software not supported by Supplier.

Managed Services. 2.1 4.1 The Supplier shall will provide the Managed Services in accordance with the applicable Service Level Agreements (if any) as stated in Specification and the Order Formterms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier4.2 By submitting an order through a Service Specification, the Customer: (a) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects; (b) agrees to pay the Supplier will provide for all orders it submits for Products and the Managed Services remotelyServices; and (c) agrees to the terms of the Agreement and the applicable Service Specification. 2.3 4.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 4.4 The Client Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack. 4.5 The Customer must take use all reasonable measures endeavours to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of-service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Client Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 4.6 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 4.7 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 4.8 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 4.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 4.10 The Supplier may suspendis not liable for defects in, revoke or limit use of delays related to the Managed Services, wholly or partly (i) in case of late payments,Products.

Managed Services. 2.1 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) as stated in the Order Form. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier, the Supplier will provide the Managed Services remotely. 2.3 The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services. 2.4 2.2 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 2.3 The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order Form Statement of Work or as otherwise agreed by the Suppler in writing. 2.6 2.4 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform; (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 2.5 The Supplier reserves the right to: (a) modify the Supplier's ’s System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's ’s obligations or performance under the Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 2.6 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 2.7 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 2.8 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,

Managed Services. 2.1 4.1 The Supplier shall will provide the Managed Services in accordance with the Service Level Agreements (if any) as stated in applicable Quote and the Order Formterms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 2.2 Unless otherwise specified in the relevant Order Form or agreed in writing by the Supplier4.2 By submitting an order through a Quote, the Customer: (a) represents that any subscription commitments and requirements disclosed are complete and accurate in all respects; (b) agrees to pay the Supplier will provide for all orders it submits for Products and the Managed Services remotelyServices; and (c) agrees to the terms of the Agreement and the applicable Quote. 2.3 4.3 The Client Customer shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Servicescontrol. 2.4 4.4 The Client Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack. 4.5 The Customer must take use all reasonable measures endeavours to ensure it does not (and the Customer personnel do not) jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a denialCyber-of-service attack or distributed denial-of-service attackAttack. In the event of any such incidentCyber-Attack, the Supplier will work with the Client Customer to alleviate the situation as quickly as possiblepossible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 4.6 The Client Customer shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 4.7 The Client Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed belowinclude: (a) failure of Client Customer Hardware, software or operating system; (b) partial or full failure of Third Party Services; (c) network connectivity issues between Local System Components and the Supplier’s platform;; and/or (d) network connectivity issues between Local System Components and its third party’s servers. 2.7 4.8 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client Customer and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 4.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1Clause 4.1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client Customer with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 4.10 The Supplier may suspendis not liable for defects in, revoke or limit use of delays related to the Managed Services, wholly or partly (i) in case of late payments,Products.

Managed Services. 2.1 3.1 The Supplier will provide the Managed Services with all due care, skill and ability during the Term unless earlier terminated for any reason. 3.2 The Supplier shall provide the Managed Services in accordance with the Service Level Agreements (if any) Arrangements as stated in the Order FormService Specification. 2.2 Unless otherwise specified in the relevant Order Form 3.3 The Client shall not store, distribute or agreed in writing by the Supplier, the Supplier will provide transmit any material through the Managed Services remotelythat: (a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; and/or (d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment, or any other illegal activities. 2.3 3.4 The Client shall remain responsible for the use of the Managed Services under its control control, including any use by third parties that Client has authorised to use the Managed Services. 2.4 3.5 The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by the Supplier in writing. This includes informing the Supplier promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, the Supplier will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). 2.5 3.6 The Client shall not provide the Managed Services to third parties unless otherwise indicated in without the Order Form or as otherwise agreed by prior written consent of the Suppler in writingSupplier. 2.6 3.7 The Client acknowledges that the Supplier may at any time, with the Client’s prior written approval, incorporate licence management software into elements of the Managed Services for the purposes of ensuring that licence rights are not exceeded, where the Supplier has a licencing responsibility for software installed on the Client server. Any such costs relating to such incorporation shall be at the Client’s sole cost and expense. 3.8 The Client acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: (a) failure of Client Hardware, software or operating system.; (b) partial or full failure of any upgrades to Third Party ServicesSoftware which the Client has not adhered to and does not use the latest upgrades. The Managed Services may either be limited or restricted depending on how many previous upgrades the Client did not adhere to. For the avoidance of doubt, the Supplier excludes any and all liability in relation to the Services in the event the Client has not complied with any requirement to upgrade the Third Party Software and the Managed Services fail as a consequence of this; (c) network Network connectivity issues between Local System Components Client server and the Supplier’s monitoring platform; (d) network Network connectivity issues including but not limited to downtime or maintenance time between Local System Components Client server and its third partyMicrosoft’s serverssystems. 2.7 3.9 The Supplier reserves the right to: (a) modify the Supplier's System, its network, system configurations or routing configuration; or (b) modify or replace any Hardware or Software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under the this Agreement and its provision of the Managed Services or the Service Level AgreementsArrangements. If such changes will have an adverse effect, the Supplier shall notify the Client and the Parties shall follow the Change Request. 2.8 If required by the Supplier, the Client shall allow the Supplier to install monitoring software on the Client-side Equipment, Hardware and/or in the Client’s Operating Environment to enable the Supplier to conduct remote monitoring and diagnostics and shall ensure that such software remains installed throughout the applicable Term. 2.9 If the Supplier breaches its obligations in paragraph 2.1 of this Schedule 1, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. 2.10 The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing. 2.11 The Supplier may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments,