AwardStage SaaS Agreement

THIS AGREEMENT is BETWEEN:

(1) OVAL SYSTEMS LIMITED T/A AwardStage, registered in England and Wales with company number 04878752 whose registered office is at The Coach House, 16b High Street, Godalming, Surrey GU7 1EB, United Kingdom (the “Company”); and

(2) CLIENT (the “Client”).

WHEREAS:

(A) The Company has developed a software platform (‘AwardStage’) for the purposes of enabling its clients to organise the process of arranging, judging, and granting professional awards, which it makes available via the internet on a ‘software as a service’ basis.

(B) The Client wishes to use the Company’s service in the course of its business operations.

(C) The Company has agreed to provide and the Client has agreed to take and pay for the

Company’s service subject to the terms and conditions of this Agreement.

WHEREBY IT IS AGREED as follows:

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

“Accepted”: means the acceptance by the Client of the Software and Services provided by the Company, as described in clause 3.5.

“Entrant”: means an individual who has been granted access by the Client to the Service for the purpose of being assessed and considered for an Award by Judges.

“Authorised Users”: means individuals (who may be Entrants, or Judges) to whom the Client has granted access to the Service.

“Award”: means an award, prize or score defined by the Client and assigned to an Entrant via the Service.

“Business Day”: means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Change of Control”: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

“Data”: means the data inputted or provided by Entrants or Judges using the Service which may without limitation include data about other users of the system, individuals being considered for Awards (who may or may not be Entrants) and other information about industry and markets more generally.

“Confidential Information”: means information that is proprietary or confidential and is either clearly labelled as such or falls under clause 9.

“Documentation”: means the information made available to the Client by the Company online via http://www.awardstage.com or such other web address notified by the Company to the Client from time to time which sets out a description of the Services and the user instructions for the Services.

“Enhancement Fee”: means the fee for the provision of an Enhancement set out in an Enhancement

Specification. An enhancement is defined as any modification to the software that is requested following the Acceptance.

“Enhancement Fee Subscription Supplement”: means an increase in the Subscription Fee pursuant to clause 10.

“Effective Date”: means the date of this Agreement.

“Enhancement”: means an enhancement of the Software pursuant to clause 10.

“Entry” means data submitted in an approved form by an Entrant, which shall be considered in relation to an awards programme set up by the Client using the Service. “Entries” and similar terminology shall be interpreted accordingly.

“Initial Subscription Term”: a period of 12 months commencing on the Effective Date.

“Judge”: means an individual who has been granted access to the Service for the purpose of evaluating information provided by Entrants and scoring/judging Entries.

“Normal Business Hours”: 9.00 am to 5.30 pm local UK time, each Business Day.

“Processed Data”: means the structured output created by the Company through its processing of data (which may include Data) gathered by the Software;

The “Purposes”: means the generation, analysis and structuring of data for the purpose of awards management, which may include providing systems to enable Authorised Users to submit information concerning Entrants; enable Judges to consider, discuss and rank Entrants (and/or other individuals) in respect of Awards; enabling Entrants to view Awards for which they are eligible, for which they have been considered, and which they have been awarded; and any and all gathering and use of data for similar or allied purposes.

“Quarter”: one of the quarter periods of 3 months ending on 31 March, 30 June, 30 September and 31 December in each calendar year.

“Renewal Term”: a one year period starting at the expiry of the Initial Subscription Term or any anniversary of such expiry.

“Service Levels”: means the levels of performance to which the Services are to be provided to the Customer by the Company as set out in Schedule 2.

“Service” and “Services”: means the Client’s instance of the awards management service provided by the Company to the Client under this Agreement via http://www.awardstage.com or any other website notified to the Client by the Company from time to time, as more particularly described in the Documentation.

“Software”: the online software applications provided by the Company to deliver the Services.

“Subscription Fee”: the fee payable by the Client to the Company for the hosting and maintenance of the Software as set out in Schedule 1 but subject to Subscription Fee Increases.

“Subscription Fee Increase”: an increase in the Subscription Fee to reflect an Enhancement Fee

Subscription Supplement.

“Subscription Term”: has the meaning given in clause 13.2 (being the Initial Subscription Term together with any subsequent Renewal Terms).

“Virus”: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

1.9 A reference to writing or written includes faxes but not e-mail.

1.10 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.

2. SUBSCRIPTIONS

2.1 Subject to the payment by the Client of the Subscription Fees, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Company hereby grants to the Client a non-exclusive, non-transferable right to use and to permit Authorised Users to use the Services.

2.2 In relation to the Authorised Users, the Client recognises that it will have the ability to regulate access to and use of the Service by Authorised Users as set out in the Documentation, accordingly it undertakes that:

2.2.1 it will not allow or suffer any individual account, username, or other unique online identifier, to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

2.2.2 it will ensure that each Authorised User shall keep secure any password that has been issued by the Service; which it has created in order to use the Service; or which it uses in respect of any other service via which it may gain access to the Service, and that each Authorised User shall keep their password confidential;

2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Company within 5 Business Days of the Company’s written request at any time;

2.2.4 it shall permit the Company to check compliance with the provisions of clause 2. This right shall be exercised with reasonable prior notice, in such a manner as not substantially to interfere with the Client’s normal conduct of business;

2.3 The Client shall not, nor suffer or permit an Authorised User to, access, store, distribute or transmit any material during the course of its use of the Services that:

2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2 facilitates illegal activity;

2.3.3 depicts sexually explicit images;

2.3.4 promotes unlawful violence;

2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

2.3.6 is a Virus; or

2.3.6 is otherwise illegal or causes damage or injury to any person or property; and the Company reserves the right, without liability or prejudice to its other rights, to disable the Client’s access to any material that breaches the provisions of this clause and, without notice, to suspend its use of the Services.

2.4 The Client shall not except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this

Agreement:

2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.4.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.3 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.4 use the Services and/or Documentation to provide services to third parties; or

2.4.5 subject to this clause 2 and 21.1, licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.4.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under the terms of this Agreement.

2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Company.

2.6 The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

3. SERVICES

3.1 The Company shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this Agreement.

3.2 The Company shall use commercially reasonable endeavours to ensure that the Services will, subject to clause 12.5, be provided to the levels of performance specified in the Service Levels.

3.3 The Client shall, within fourteen days of the date on which it is first supplied with the Services, report to the Company any failure by the Software to comply in all material respects with the specification of its functions set out in the Documentation.

3.4 Where the Client reports a material defect as described in clause 3.3, the Company shall endeavour to remedy the reported defect within 14 days, whereby the process described in clause 3.3 shall be repeated.

3.5 In the event that the Client does not report any material failure by the Software to perform to the specification set out in the Documentation, then the client shall be deemed to have Accepted the Software and the Services and shall become due to pay invoices as set out in clause 8.

4. USE OF DATA

4.1 The Client grants to the Company a limited and non-exclusive license to use the Data only to the extent necessary for the performance of the Services and for the Purposes. Client warrants that it has all necessary licenses, consents, and permissions necessary to grant the rights under this clause.

4.2 Other than as specifically set out in this Agreement, the Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.

4.3 The Company shall not be responsible for any loss, destruction, alteration or disclosure of Data caused by any third party.

4.4 For the purposes of this Agreement the Client shall be the data controller and the Company shall be a data processor and in any such case:

4.4.1 the Company will not transfer any Personal Data outside of the European Economic Area without the prior authorisation of the Data Controller or as is necessary for the performance of its obligations hereunder, provided that the Data Controller shall be informed of the country to which Personal Data are to be transferred, sufficiently in advance of such transfer, and the Company has taken appropriate measures to protect Personal Data, including, in the event that such country is not deemed to offer sufficient data protection under EU laws, through execution of a data processing agreement based on the EU Standard Clauses;

4.4.2 the Client shall ensure that it is entitled to transfer any relevant personal data that it sends to the Company so that the Company may lawfully use, process and transfer that personal data in accordance with this Agreement on the Client’s behalf;

4.4.3 the Client shall ensure that all relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

4.4.4 the Company shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Client from time to time;

4.4.5 where such action is necessary in order to ensure compliance with relevant laws, the Company shall have the right to, without liability, delete and/or erase any personal data which it receives or has received from the Client in the course of providing the Services; and

4.4.6 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. THIRD PARTY WEBSITES

The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from third parties via third-party websites and that it does so solely at its own risk. The Company makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Company. The Company recommends that the Client refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Company does not endorse or approve any third-party website or the content of any of the third-party website accessible via the Services.

6. COMPANY’S OBLIGATIONS

6.1 The Company undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care save where otherwise expressly provided for by this Agreement.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformity which is caused by use of the Services contrary to the Company’s instructions, use of the Services for a purpose other than awards management, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents. If the Services do not conform to the foregoing undertaking, the Company will, at its expense, use its reasonable endeavours to correct any such non-conformity promptly, or provide the Client with a performance work-around. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Company:

6.2.1 does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements; and

6.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.3 This Agreement shall not prevent the Company from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.

6.4 The Company warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7. CLIENT’S OBLIGATIONS

7.1 The Client shall:

7.1.1 provide the Company with:

7.1.1.1 all necessary co-operation in relation to this Agreement; and

7.1.1.2 all necessary access to such information as may be required by the Company in order to provide the Services, including but not limited to Data, security access information and configuration services;

7.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement, such laws shall without limitation include all laws and regulations relating to data protection and user privacy;

7.1.3 carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance relative to what had been agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as reasonably necessary;

7.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement;

7.1.5 obtain and maintain all necessary licences, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this Agreement, including without limitation the provision of the Services;

7.1.6 subject to (6) six months prior notice from the Company ensure that its network and systems comply with the relevant specifications provided by the Company from time to time;

7.1.7 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by problems with the internet.

7.2 In respect of any Data it receives, the Client undertakes only to use such Data for its own internal purposes and for the purpose of granting the Awards (or Awards) in respect of which that Data was provided. Any use other than in accordance with this clause is subject to prior written consent from the Company such consent not to be unreasonably withheld or delayed.

8. CHARGES AND PAYMENT

8.1 The Client shall pay the Subscription Fee to the Company in advance of being permitted access to the Service and in advance of the commencement of any Renewal Term.

8.2 If the Company has not received a payment within 30 days after the due date of any invoice, and without prejudice to any other rights and remedies of the Company:

8.2.1 the Company may, without liability to the Client and without prejudice to its rights to receive Subscription Fees during and for such period, disable the Client’s password, account and access to all or part of the Services for Authorised Users and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

8.2.2 interest shall accrue on a daily basis on all overdue amounts and on outstanding interest from the date of such failure until payment (both before and after judgement) at an annual rate 4% above the base rate for the time being in force of Barclays Bank plc.

8.3 All amounts and fees stated or referred to in this Agreement:

8.3.1 shall be payable in pounds sterling, unless otherwise stated on our invoice;

8.3.2 are, subject to clause 12.4.2, non-cancellable and non-refundable;

8.3.3 are exclusive of value added tax, which shall be added to the Company’s invoice(s) at the appropriate rate.

8.4 The Company shall have the right to increase the Subscription Fee by providing no less than 5 days’ notice to the Client, any such increase in the Subscription Fee shall take effect on the date on which the next payment of the Subscription Fee is due.

9. PROPRIETARY RIGHTS AND CONFIDENTIALITY

9.1 The Client acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services, Software or the Documentation.

9.2 The Client agrees that the Company shall have a worldwide, non-exclusive licence to use all marks, branding and logos of the Client for the purpose of providing the Service, as the Client instructs it to use (or uploads to the Service for such use) from time to time during the course of this Agreement.

9.3 The Company confirms that it has all the rights in relation to the Services, Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9.4 Each party may be given access to Confidential Information relating to the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

9.4.1 is or becomes publicly known other than through any act or omission of the receiving party;

9.4.2 was in the other party’s lawful possession before the disclosure;

9.4.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

9.4.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

9.4.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.5 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

9.6 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

9.7 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.8 The Client acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company’s Confidential Information.

9.10 This clause 9 shall survive termination of this Agreement, however arising.

10. ENHANCEMENTS

10.1 If at any time, the Client wishes the Company to effect any Enhancements, the Client shall supply to the Company full written particulars of any desired Enhancement.

10.2 The Company will then quote for such Enhancement.

10.3 If the Client accepts the quote, full particulars of the Enhancement including pricing and time of payment are to be recorded in a document entitled an “Enhancement Specification” to be signed by both parties and appended to this Agreement.

10.4 If the Enhancement is to be carried out, the Client undertakes to secure copyright and other appropriate licences or consents where necessary for the inclusion of all material, data and information provided to the Company to enable the Company to incorporate such material, data and information into the Enhancement.

10.6 The timing of the payment of the Enhancement Fee and the Enhancement Fee Subscription Supplement will be as set out in the Enhancement Specification.

10.7 Where the date of Acceptance of an Enhancement does not fall on an anniversary of the Effective Date the Subscription Fee Increase resulting from the Enhancement Fee Subscription Supplement will be pro-rated until the next such anniversary and continue thereafter as part of the revised Subscription Fee.

11. INDEMNITY

11.1 The Client shall indemnify the Company against claims, actions, proceedings, losses, damages, expenses and costs arising out of or in connection with the Client’s use of the Services and/or Documentation and to the extent that the same is due to the negligent acts or omissions of the Client or breach of statutory duty and further provided that:

11.1.1 the Client is given prompt notice of any such claim;

11.1.2 the Company provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and

11.1.3 the Client is given sole authority to defend or settle the claim.

11.2 Subject to clauses 11.3 and 11.4, the Company shall defend the Client, its officers, directors and employees against any claim that the Services or Documentation (but, for the avoidance of doubt, not any marks, branding, or logos of the Client supplied for use in or on the Service in accordance with clause 9.2) infringes any patent effective as of the Effective Date or copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

11.2.1 the Company is given prompt notice of any such claim;

11.2.2 the Client provides reasonable co-operation to the Company in the defence and settlement of such claim, at the Company’s expense; and

11.2.3 the Company is given sole authority to defend or settle the claim and the Client makes no admission or settlement in respect thereof.

11.3 In the defence or settlement of any claim, the Company may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client. In such event, any unexpired portion of the Subscription Fee will be refunded on a pro-rated basis in full and final settlement of any claim that the Client might have in respect thereof.

11.4 In no event shall the Company, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:

11.4.1 a modification of the Software, Services or Documentation by anyone other than the Company; or

11.4.2 the Client’s use of the Software, Services or Documentation in a manner contrary to the instructions given to the Client by the Company; or

11.4.3 the Client’s use of the Software, Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.

11.5 Clauses 11.2-11.4, subject always to clauses 12.4-12.5 state the Client’s sole and exclusive rights and remedies, and the Company’s (including the Company’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.

12. LIMITATION OF LIABILITY

12.1 This clause 12 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client:

12.1.1 arising under or in connection with this Agreement;

12.1.2 in respect of any use made by the Client of the Software, Services and Documentation or any part of them; and

12.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

12.2 Except as expressly and specifically provided in this Agreement:

12.2.1 the Client assumes sole responsibility for results obtained from the use of the Software, Services and the Documentation by the Client, for conclusions drawn from such use, and for any action taken by any party as a result of such use or any other output generated by the System. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Client in connection with the Services, or any actions taken by the Company at the Client’s direction;

12.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

12.2.3 the Services, Software and the Documentation are provided to the Client on an “as is” basis.

12.3 Nothing in this Agreement excludes the liability of either party for:

12.3.1 death or personal injury caused by its negligence;

12.3.2 fraud or fraudulent misrepresentation;

12.3.3 any other liability which cannot be excluded by law.

12.4 Subject to clause 12.2 and clause 12.3:

12.4.1 neither party shall be liable to the other whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, failure to make anticipated savings, wasted management time or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and

12.4.2 each party’s total aggregate liability to the other party in contract (including in respect of the indemnity at clauses 11.1 and 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for during the 12 months immediately preceding the date on which the claim arose.

12.5 The Company shall not be liable for any interruptions to the Services arising directly or indirectly from:-

12.5.1 interruptions to the flow of data to or from the internet;

12.5.2 changes, updates or repairs to the Software subject to the Company striving to minimise the interruptions/outages that may be caused by such change;

12.5.3 the effects of the failure or interruption of services provided by third parties;

12.5.4 the factors set out in clause 14;

12.5.5 any actions or omissions of the Client (including, without limitation, breach of the Client’s obligations set out in this Agreement) or any third parties;

12.5.6 problems with the Customer’s equipment and/or third party equipment; or

12.5.7 interruptions to the Services requested by the Customer.

13. TERM AND TERMINATION

13.1 This Agreement shall, unless otherwise terminated in accordance with the terms of this Agreement, commence on the Effective Date and continue for the Initial Subscription Term and thereafter from year to year unless terminated prior to the relevant anniversary of the Effective Date by at least 60 days’ written notice.

13.2 The Initial Subscription Term together with any subsequent Renewal Terms shall constitute the “Subscription Term”.

13.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

13.3.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

13.3.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

13.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

13.3.4 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.3.5 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

13.3.6 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

13.3.7 the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

13.3.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

13.3.9 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

13.3.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause

13.3.3 to clause 13.3.9 (inclusive);

13.3.11 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

13.4 The Company may terminate this Agreement immediately and without notice in the event that there is a change of control of the Client.

13.5 On termination of this Agreement for any reason:

13.5.1 all licences granted under this Agreement shall immediately terminate;

13.5.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

13.5.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

14. FORCE MAJEURE

The Company shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

15. CONFLICT

If there is an inconsistency between any of the provisions in the main body of this Agreement and the Schedules, the provisions in the main body of this Agreement shall prevail.

16. VARIATION

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. RIGHTS AND REMEDIES

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

19. SEVERANCE

19.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

20. ENTIRE AGREEMENT

20.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

20.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

21. ASSIGNMENT

The Client shall not without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this

Agreement.

22. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. THIRD PARTY RIGHTS

This Agreement does not confer any rights on any person or party (other than the parties to this

Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. NOTICES

24.1 Subject to clause 24.3 any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in this Agreement.

24.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

24.3 The Company may serve any notice required to be given under this Agreement by e-mail or via the Service. Where the Company serves notice in such fashion, notice will be deemed to have been received four hours after the date on which the communication is sent by the Company.

25. GOVERNING LAW

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

26. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been entered into on the Effective Date.

SCHEDULE 1

FEES

1. SUBSCRIPTION FEE (Implementation & support fee)

The Subscription Fee is as agreed with the Client. Payment of this fee is due from the Client to the Company annually in advance on the anniversary of the Effective Date for the remainder of the Subscription Term.

2. EVENT TICKETING

As agreed with the Client.

3. HARDWARE RENTAL

As agreed with the Client.

4. ON-SITE EVENT SUPPORT

As agreed with the Client.

SCHEDULE 2

SERVICE LEVELS

Unless otherwise agreed, no on-site support is provided as part of the AwardStage Service Level Agreement.

Remote support hours are 09:00-17:30 (London GMT/BST). Additional support is provided outside of these hours at the discretion of AwardStage.

All service incidents are handled on an ‘ASAP’ basis, but for guidance, will be responded to within three hours and all reasonable endeavours will be made to resolve issues within one working day.

A direct support channel is provided to end users via a contact form within the AwardStage system.

All issues reported via this channel will receive an instant automated acknowledgement.

SCHEDULE 3

GDPR DATA PROTECTION SCHEDULE

1. Data Protection

1.1 For the purpose of this clause the following terms shall have the following meanings:

(a) Data Controller: shall have the meaning of ‘data controller’ set out in section 1(1) of the Data Protection Act 1998 and, from the time of its implementation into law in England and Wales the meaning set out in Article 4(7) of the GDPR or the equivalent clause of such legislation which may implement the same in the UK.

(b) Data Processor: shall have the meaning of ‘data processor’ set out in section 1(1) of the Data Protection Act 1998 and, from the time of its implementation into law in England and Wales the meaning of ‘processor’ set out in Article 4(8) of the GDPR or the equivalent clause of such legislation which may implement the same in the UK.

(c) Data Protection Legislation: means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individual’s rights in their personal data and the protection of their privacy.

(d) Data Subject: an individual who is the subject of Personal Data.

(e) DPA: means the Data Protection Act 1998.

(f) GDPR: means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.

(g) Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and, from the time of its implementation into law in England and Wales the meaning set out in Article 4(1) of the GDPR, and for the purposes of this Agreement means Personal Data provided by one party to this agreement to the other.

(h) Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.

2. Processor’s obligations

2.1 The Client (the “Client”) and Oval Systems Limited (the “Company”) agree that for the Purposes of Data Protection Legislation that the Client shall be the Data Controller and the Company shall be the Data Processor in respect of any Personal Data which is transferred from the Client to the Company under the terms of this Agreement.

2.2 As a Data Processor the Company shall process the Personal Data only to the extent necessary to perform its obligations pursuant to this Agreement and/or in accordance with the Client’s instructions from time to time, and shall not process the Personal Data for any purpose other than enabling it to fulfil its obligations pursuant to this Agreement or to perform any other activity which may be authorised by the Client from time to time.

2.3 Where a party is a Data Processor pursuant to this Agreement it shall take steps to ensure that its employees are informed of their obligations in relation to Personal Data that they hold.

3. Data Protection Warranties

3.1 Each Party warrants to the other that it will process the other’s Personal Data in compliance with all applicable Data Protection Legislation.

3.2 Where a party to this Agreement becomes a Data Processor pursuant to it, it warrants that:

(a) having regard to the reasonably available state of the art of technological development, the nature of the processing in question, the cost of implementation, and the material risk to the rights of affected Data Subjects, the Data Processor shall take appropriate technical and organisational measures to secure relevant Personal Data against the unauthorised or unlawful processing and against the accidental loss or destruction;

(b) it will not transfer any Personal Data outside of the European Economic Area without the prior authorisation of the Data Controller or as is necessary for the performance of its obligations hereunder, provided that the Data Controller shall be informed of the country to which Personal Data are to be transferred, sufficiently in advance of such transfer, and the Company has taken appropriate measures to protect Personal Data, including, in the event that such country is not deemed to offer sufficient data protection under EU laws, through execution of a data processing agreement based on the EU Standard Clauses;

(c) it will assist the Data Controller, insofar as reasonably possible, in responding to any requests made by any relevant Data Subject which concern the exercise of that Data Subjects rights under the GDPR, subject to the Client reimbursing it for the cost of the same;

(d) it shall report to the Data Controller any suspected data breach concerning the Personal Data which comes to its attention and shall provide reasonable assistance to the Data Controller in informing the relevant regulator and/or affected Data Subjects, subject always to the Client reimbursing it for the cost of the same; and

(e) it shall, on request, take reasonable steps to demonstrate to the Data Controller, to the extent that is reasonable given the nature of the processing in question, that it complies with Data Protection Legislation.

4. Indemnity

4.1 Each Party agrees to indemnify and keep indemnified and defend at its own expense the other Party against all costs, claims, damages or expenses incurred by the other Party or for which the other Party may become liable due to any failure by the first Party or its employees or agents to comply with any of its obligations pursuant to clauses 2 and 3. In order to avail itself of this indemnity the claiming party must: promptly notify the indemnifier of any relevant claim of which the indemnified party becomes aware; not make any admission of liability or offer to settle in respect of any relevant claim without the prior written permission of the indemnifier; grant the indemnifier full control of all relevant proceedings on request, and; provide the indemnifier with such assistance in dealing with such claims as it may reasonably request.

4.2 The Parties acknowledge that to the extent that either Party is a Data Processor pursuant to this Agreement it will be reliant on the other, the Data Controller, for direction as to the extent to which the Data Processor is entitled to use and process the relevant Personal Data.

Consequently, the Data Processor will not be liable to the Data Controller for any claim brought by a Data Subject arising from any action or omission by the Data Processor, to the extent that such action or omission resulted directly from the Data Controller’s instructions.

5. Appointment of sub-contractors

5.1 The Data Processor may not authorise any third party to process Personal Data provided by the Data Controller without first obliging them to treat that Personal Data to the same standard as it is obliged to do so. Where the appointment of any such third party is made in specific furtherance of an objective specified by the Client, the Company shall endeavour to inform the Client of the identity of the third party controller.