Agreement for SearchEx Software-as-a-Service product “Reports a’ la Carte” and services.

Parties

1. SearchEx Limited a company incorporated in the United Kingdom (registration number 12273079) having its registered office at 71-75 Sheldon Street, London WC2H 9JQ United Kingdom ("the Provider"); and

2. The Customer name and company referred to in the proposal, quotation or invoice that refers to this agreement ("the Customer").

Background

1. The Provider has a highly configurable online report writer that presents the customer’s Invenias data in a screen or in .pdf file format and wishes to provide it as software-as-a-service on a subscription.

2. The Customer wishes to use the service.

3. The Provider and the Customer therefore wish to enter into a contract in accordance with the provisions of this Agreement.

4. This is a legal agreement between the Customer and the Provider to purchase the Providers software-as-a-service (SaaS) “Reports a’ la Carte” and set-up consultancy which can include printed materials and online documentation (Documentation).

5. By accepting a proposal, quotation or invoice referencing this agreement, the Customer agrees to these terms which will bind the customer. If the Customer does not agree to these terms, the Provider shall not sell the “Reports a’ la Carte” SaaS product, relevant consultancy, services, materials or documentation to the Customer and the Customer must discontinue the purchasing process.

Agreement

1. Definitions

1.1 In this Agreement, except to the extent expressly provided otherwise:

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services;

"Affiliate" means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time and the (1) a signed proposal, or (2) an accepted Quotation, (3) accept an invoice or (4) an email instruction from the customer to go ahead.

"API" means the application programming interface for Invenias software that the Provider uses to access and process the Customers data;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means:

(a) the charges and other payable amounts specified in Section 3 of Schedule 1 (Hosted Services particulars) and elsewhere in this Agreement;

(b) such charges and payable amounts as may be agreed in writing by the parties from time to time; and

(c) charges calculated by multiplying the Provider's standard time-based charging rates by the time spent by the Provider's personnel performing the Support Services.

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Customer Confidential Information" means:

(a) any information disclosed by the Customer to the Provider during the Term OR at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

(i) was marked or described as "confidential"; or

(ii) should have been reasonably understood by the Provider to be confidential;

(b) the Customer Data;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller;

"Data Protection Laws" means the EU GDPR and the UK GDPR;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;

"Effective Date" means the date of execution of this Agreement;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (which may include failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the Provider’s “Reports a’ la Cart” SaaS product, as specified and as updated by the Provider from time to time subject to the restrictions set out in this Agreement;

"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;

(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in the Documentation;

"Initial Term" means the period of 12 months beginning on the Effective Date;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Proposal" The proposal document or Quotation sent by the Provider to Customer, following an indication by Customer that it wishes to obtain services from the Provider, setting out the details of services to be provided and the basis upon which the Provider proposes to provide them, under this agreement;

"Renewal Term" means a period of 12 months beginning at the end of the end of the Initial Term or at the end of a preceding Renewal Term;

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

"Set Up Services" means the configuration, implementation and integration of the Hosted Services in accordance with Section 1 of Schedule 1 (Hosted Services particulars);

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;

"Supported Web Browser" means the current release from time to time of Microsoft Edge or Google Chrome;

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Third Party Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time.

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force indefinitely subject to termination in accordance with Clause 18 or any other provision of this Agreement.

3. Set Up Services

3.1 The Provider shall provide the Set Up Services to the Customer.

3.2 The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 16.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under this Agreement.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Hosted Services

4.1 The Provider shall ensure that the Platform will provide to the Customer upon the completion of the Set Up Services the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services for the business purposes of the Customer during the Term.

4.3 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser;

(b) the User Interface may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

4.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted Services;

(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(d) the Customer must not republish or redistribute any content or material from the Hosted Services;

(e) the Customer must not make any alteration to the Platform and

(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

4.6 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 2 (Acceptable Use Policy).

4.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

4.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

4.9 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

5. Scheduled maintenance

5.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform.

5.2 The Provider shall where practicable give to the Customer prior notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.

6. Support Services

6.1 The Provider shall provide the Support Services to the Customer during the Term.

6.2 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 15 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer obligations

7.1 The Customer must provide to the Provider such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under this Agreement.

8. Customer Data

8.1 The Customer hereby grants to the Provider a non-exclusive, worldwide licence to:

(a) copy, store and transmit the Customer Data;

(b) edit, translate and create derivative works of the Customer Data; and

to the extent reasonably required for the performance of the obligations and the exercise of the rights of the Provider under this Agreement

8.2 The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

9. Integrations with Third Party Services

9.1 The Hosted Services are integrated with certain Third Party Services and the Provider may integrate the Hosted Services with additional Third Party Services at any time.

9.2 The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

10. No assignment of Intellectual Property Rights

10.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

11. Charges

11.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.

11.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

11.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 15 days' written notice of the variation expiring on any anniversary of the date of execution of this Agreement

12. Payments

12.1 The Provider shall issue invoices for the Charges to the Customer

12.2 The Customer must pay the Charges to the Provider within the period of 15 days following the issue of an invoice in accordance with this Clause 12.

12.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 10% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).

13. Provider's confidentiality obligations

13.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent.

13.2 Notwithstanding Clause 13.1, the Provider may disclose the Customer Confidential Information to the Provider's who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

13.3 This Clause 13 imposes no obligations upon the Provider with respect to:

(a) Customer Confidential Information that is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;

(b) Customer Confidential Information that is or becomes publicly known through no act or default of the Provider;

(d) information that is independently developed by the Provider without reliance upon or use of any Customer Confidential Information.

13.4 The restrictions in this Clause 13 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request.

13.5 The provisions of this Clause 13 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

14. Data protection

14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

14.2 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 3 (Data processing information) and

(b) Personal Data of the types specified in Section 2 of Schedule 3 (Data processing information).

14.3 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 3 (Data processing information).

14.4 The Provider shall only process the Customer Personal Data during the Term, subject to the other provisions of this Clause 14.

14.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws).

14.6 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

14.7 Notwithstanding any other provision of this Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

14.8 The Provider shall ensure that the persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

14.9 The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of Schedule 3 (Data processing information).

14.10 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 15 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate this Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 14.

14.11 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties identified in Section 5 of Schedule 3 (Data processing information).

14.12 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

14.13 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws

14.14 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay.

14.15 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 14.

14.16 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

14.17 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 14. The Provider may charge the Customer for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.17.

14.18 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.

15. Acknowledgements and warranty limitations

15.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

15.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

15.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

15.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

15.5 Any descriptive matter or advertising issued by the Provider, and any descriptions contained in the Provider’s catalogues, brochures or on their website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of these Terms and Conditions nor have any contractual force.

16. Limitations and exclusions of liability

16.1 Nothing in this Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

17. Force Majeure Event

17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18. Termination

18.1 The Provider may terminate this Agreement by giving to the Customer not less than 30 days’ prior written notice of termination and the Customer may terminate this Agreement by giving to the Provider not less than 30 days' prior written notice of termination expiring at the end of the Initial Term or at the end of any Renewal Term.

18.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits any breach of this Agreement and the breach is not remediable.

18.3 Subject to applicable law, either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(d) if that other party is an individual:

(i) that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or

(ii) that other party is the subject of a bankruptcy petition or order,

and if that other party dies then this Agreement shall automatically terminate.

18.4 The Provider may terminate this Agreement immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to the Provider under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Provider has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 18.4.

18.5 The rights of termination set out in this Agreement shall not exclude any rights of termination available at law.

19. Effects of termination

19.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.10, 10, 12.2, 12.4, 13, 14, 16, 19, 21, 22, 23, 24 and 25.

19.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.

19.3 Within 30 days following the termination of this Agreement for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement;

without prejudice to the parties' other legal rights.

20. Notices

20.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 20.2):

(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

20.2 The Provider's contact details for notices under this Clause 20 are as follows:

SearchEx Ltd. 71-75 Sheldon Street, London WC2H 9JQ, UK

20.3 The addressee and contact details set out in Clause 20.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.

21. Severability

21.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1 This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

22.2 The exercise of the parties' rights under this Agreement is not subject to the consent of any third party.

23. Entire agreement

23.1 The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

23.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

23.3 The provisions of this Clause 23 are subject to Clause 16.1.

24. Law and jurisdiction

24.1 This Agreement shall be governed by and construed in accordance with English law.

24.2 Any disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of England.

25. Interpretation

25.2 The Clause headings do not affect the interpretation of this Agreement.

25.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

25.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Execution

The parties have indicated their acceptance of this Agreement by the Provider sending a proposal, quotation or invoice referencing this agreement to the Customer and the Customer accepting it either with online acceptance, email agreement or paying an invoice to execute this agreement.

Schedule 1 (Hosted Services particulars)

1. Set Up Services

Initial set up services for a new customer include:

· Creating a stylesheet for corporate branding

o Corporate colours

o Corporate fonts

o Logo’s

o Background images in required

· Configuring data type columns (First name, Last name, company name, role, comments etc.) in each module (Shortlist, Longlist, Included, Discounted)

· Assigning progress statuses to each module.

· Provisioning the system and providing log-in details

Time for the set up is a one-hour consultation and subsequent configuration work that takes approximately a working day elapsed.

2. Specification of Hosted Services

Service Name: Reports a’ la Carte – Quality reporting for Invenias

Description: A web-based application designed for executive search professionals using an API to the Invenias search software, that provides;

· High-quality reports using customers Invenias data

· Personalized corporate branding

· Flexibility of data with up to 44+ fields available

· Custom sorting and grouping

· Multiple stylesheets for different branding

Usage Limitations:

· Acceptable usage of 60 reports/month per user averaged across all of the Customers users.

· Usage with Google Chrome or Microsoft Edge browsers

3. Financial provisions

· Set Up Services:

o To set up a user account with one Customer branded stylesheet as described in Schedule 1.1. £280.00 + VAT

o Additional stylesheet £170.00 + VAT each

· Subscription:

o £180.00 + VAT per year per user. Paid yearly or £20 +VAT per month.

Schedule 2 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

(a) the use of reports-alc.com, any sub or successor website, and the services available on that website or any successor website (the "Services"); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to SearchEx Ltd (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

4. Monitoring

4.1 You acknowledge that we may actively monitor the Content and the use of the Services.

5. Harmful software

5.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

5.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Schedule 3 (Data processing information)

1. Categories of data subject

Clients and Candidates involved in recruiting and being recruited for a job role

2. Types of Personal Data

Ordinary personal data may include personal identification details such as name and address, customer relationships, personal finances, work-related circumstances, family circumstances, residence, car, qualifications, CV, date of employment, position, area of work.

3. Purposes of processing

Personal data is processed to provide customer reports for Customer to use internally or present to their clients.

4. Security measures for Personal Data

Data is encrypted and high strength encrypted passwords are used

5. Sub-processors of Personal Data

FastSpring 801 Garden Street, Suite 201, Santa Barbara, CA 93101, US.

Used for screen to .pdf conversion.