WEBSITE TERMS OF USE

1 DEFINITIONS

“Products” shall mean PRESTO and any additional products that the Company may offer for sale in the future. Products may be changed, discontinued or added by mutual agreement of the Parties.

“Product Fee” shall mean the monthly or annual fee (a subscription fee or license fee as the case may be) paid by a Client to the Company for the use of the Products based on the number of subscriptions or licenses purchased multiplied by the price per subscription or license.

2 APPOINTMENT OF AGENT

2.1The Agent is appointed to act as an agent for the Company to solicit orders for the sale of the Products.

2.2Subject to the terms and conditions of this Agreement the Agent will receive a Commission (as defined below) for each new client introduced to the Company by the Agent which results in the new client paying a Product Fee to use one or more of the Products (“a Client”) or when an existing Client previously introduced by the Agent takes new Products or expands or increases the use of existing Products such that an additional Product Fee is paid by the Client.

2.3Subject to clause 3.1(e) in the event that a Client is introduced to the Company by more than one agent of the Company then both agents will share the Commission.

2.4The Company shall have the right to appoint other agents within the same area, town, city or country that the Agent resides.

2.5There is nothing in this Agreement that is intended to give rise to any relationship of employment or partnership between the Company and the Agent. The use of the word ‘partner’ within clause 3 does not mean that any form of partnership between the Parties is intended or is being created.

3 COMMISSION

3.1The Agent’s sole compensation under the terms of this Agreement shall be a commission (“Commission”) based on the Product Fee excluding any VAT or sales taxes calculated in accordance with the following schedule:

(a)Twenty five percent (25%) of the first year Product Fee paid by the Client for both cloud based and on-site client server installations.

(b)In the event a Client takes additional Products or expands or increases the use of existing Products either during a year or at the time of the renewal of the product license or service agreement, then Commission will be payable for the additional Product Fee paid by the client.

(c)Where a Client has a cloud-based installation the Agent will receive a Commission of fifteen percent (15%) for each subsequent year that the Client renews the product license or service agreement and pays a Product Fee to the Company.

(d)Where a Client has an on-site client server installation the Agent will receive a Commission of fifteen percent (15%) of all fees paid by a Client relating to any form of maintenance and support contracts.

(e)In the event the Agent introduces the Company to another party who wishes to become an agent or reseller of the Company to sell the Products (each an “Introduced Agent”) then the Agent will receive a Commission of 10% of all Product Fees paid by clients of each Introduced Agent for a period of three calendar years from the date the Introduced Agent signs a contract with the Company. For the avoidance of doubt the Company shall have the right to enter into a Sales Agency Agreement or Reseller Agreement with each Introduced Agent on terms and conditions to be agreed between the Company and each Introduced Agent without reference to or agreement with the Agent.

(f)Commission shall be paid in the calendar month following the calendar month in which the product fee is received by the Company.

(g)Commission will be calculated based on the currency in which the product fee has been billed but can be paid to the Agent in a currency of the Agents’ choosing. The Company will have no liability for any difference in the actual Commission paid to the Agent due to fluctuations in the exchange rate between the date of the sale and the date the Commission is paid if the Agent chooses to have the Commission paid in a currency different to that which the Client paid to the Company nor will the Company be responsible for any bank charges incurred by the Agent when receiving Commission payments from the Company.

(h)For the avoidance of doubt Commission will not be paid when a Client pays the Company for software development or enhancements which are either specific to that Client or to enhance the Products generally.

3.2The Company shall have no liability to reimburse any expenses incurred by the Agent except with the Company’s prior written agreement and the Agent producing receipts or other appropriate evidence of payment if required.

4 OBLIGATIONS OF THE AGENT

4.1During the term of this Agreement the Agent shall:

(a)use their best efforts to solicit orders for the sale of the Company’s Products in accordance with such procedures, prices, and terms and conditions as the Company may specify from time to time;

(b)provide on-going support to Clients;

(c)act in a civil, co-operative and non-discriminatory fashion towards the Company’s and Client’s staff and officers and other business contacts;

(d)act in a lawful and proper manner at all times;

(e)without the prior written consent of the Company, solicit Company or Client staff, enter into any contracts in the name of the Company, settle or waive claims against the Company or use the Company letterhead or logo;

(f)not act in a manner which is likely to impair the reputation or goodwill of the Company nor engage in conduct which brings the Company into disrepute; and

(g)provide a monthly report to the Company detailing all activities and demonstrations with Clients or potential clients relating to PRESTO together with a summary of the results of any KPIs being tracked as detailed in the Side Letter.

4.2The Agent agrees that the Company owns all right, title and interest in the Products and in all of Company’s patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture, operation or service of the Products. The use by the Agent of any of these property rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization shall cease.

5 ACCESS TO PRESTO

5.1The Company hereby grants to the Agent a non-exclusive, non-transferable right to use the Products during the term of this Agreement subject to the payment of any license fees due for the number of licenses provided.

5.2The Agent shall own all rights, title and interest in and to all of the data loaded (“the Loaded Data”) by the Agent or the Company on the Agent’s behalf and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Loaded Data.

5.3The Agent agrees that they shall be the data controller of the Loaded Data and the Company shall be a data processor.

(a)The Agent acknowledges and agrees that the Loaded Data may be transferred or stored outside the country where the Agent is located.

(b)The Agent shall ensure that they are entitled to transfer such data to the Company.

(c)The Company shall process the Loaded Data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Agent.

5.4The Company does not warrant that the Agent’s use of the Products will be uninterrupted or error-free; nor that the Products and/or the information obtained by the Agent through the Products will meet the Agent’s requirements.

5.5The Agent undertakes with respect to the Products:

(a)not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties or except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, frame, mirror, republish, display, transmit, or distribute all or any portion of the Products in any form or media or by any means or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Products or in any other way create derivative products of the Products. The Agent agrees that any such works are derivative works and as such are the sole property of the Company;

(b)not to access all or any part of the Products in order to build a product or service which competes with the Products;

(c)to use all reasonable endeavours to prevent any unauthorised access to, or use of, the Products and, in the event of any such unauthorised access or use, promptly notify the Company;

(d)not to use the Products in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; and

(d)(e) not to permit any virus to be loaded or otherwise transmitted to the Products.

6 OBLIGATIONS OF THE COMPANY

The Company shall ensure that the Agent is aware of all new product developments relating to the Products, and shall provide the Agent with such training, marketing and technical information to enable the Agent to fulfil their obligations under this Agreement.

7 NON-EXCLUSIVITY OF SERVICE

Subject to clause 10.7 nothing in this Agreement will prevent the Agent from supplying similar services to any third party during or after the term of this Agreement unless this would or might:

(a)involve a breach of confidentiality by the Agent;

(b)place the Agent in a conflict of interest;

(c)interfere with the Agent’s ability to perform their obligations under this Agreement; or

(d)iamount to any infringement of the Company’s Intellectual Property Rights (as defined in clause 10.1).

8 TAX AND LEGAL COMPLIANCE

8.1At all times during or after the term of this agreement, the Agent shall comply properly with the requirements of all relevant legislation and agreements relating to payment of value added tax, National Insurance, income and other taxes and charges levied in respect of the Commissions payable under this Agreement. The Agent must account for any taxes or charges due in respect of the Commissions that the Company pays to them. The Agent agrees to indemnify the Company in full if the Company has to pay any taxes or charges in relation to the Agent’s services.

8.2For the avoidance of doubt, nothing in this Agreement will create the relationship of partnership or employer and employee between the Company and the Agent. Therefore no deductions will be made by the Company from the Commissions payable in respect of income tax liabilities, National Insurance or similar contributions for an employee.

8.3The Agent agrees to indemnify the Company against all demands for any income tax, National Insurance or similar contribution, including any penalties or interest arising from any claim that the Agent is or was an employee of the Company and also against the Company’s reasonable costs of dealing with any such claim, whether during or after the term of this Agreement.

9 ASSIGNMENT

No rights under this Agreement may be assigned by either Party without the written consent of the other Party, which shall not be unreasonably withheld.

10 CONFIDENTIALITY

10.1For the purpose of this Agreement, the term “Intellectual Property Rights” means all and any patents, trademarks, service marks, registered designs, database rights, utility models, design rights, copyrights (including without limitation copyrights in computer software), rights in inventions, trade secrets and other confidential information, know-how, and rights in business or trade names, and all other intellectual and industrial property and rights of a similar or corresponding nature in any part of the world, whether registered or not or capable of registration or not and including the right to apply for and all applications for any of the foregoing rights and the right to sue for past infringements for any of the foregoing rights and to retain any pecuniary remedies obtained thereby and the right to claim priority from any such rights.

10.2During the course of this Agreement the Parties may be exposed to information that is secret, confidential or commercially sensitive including any information or data disclosed (whether before or after the date of this Agreement and whether in writing, verbally, or by any other means and whether directly or indirectly) by one Party to the other Party or by another person on behalf of one Party to the other Party or a person on behalf of that Party, including without limitation and in any form or medium, any information relating to financial, technical, operational, business affairs, market opportunities, commercial, staff, management and other information or data or intellectual property, or any of the same information or data relating to either Party’s customers, or which is marked “Confidential” or “Proprietary” and which (if disclosed by a Party or used by them for purposes other than in connection with this Agreement) could cause significant, unquantifiable or irremediable harm to the other Party. Such information together with the Intellectual Property Rights defined above is referred to as “Confidential Information” save where it is in the public domain.

10.3A Party must not use, disclose or permit to be used or disclosed any Confidential Information of the other Party howsoever it is obtained.

10.4If any Confidential Information is disclosed by a Party, that Party will notify the other Party as soon as is practicable after learning of that disclosure, of all the information relating to it, the nature of the disclosure and its extent, including how the disclosure occurred.

10.5Confidential Information will be treated as being in the public domain only if a Party has given the other Party express permission to use such information or if the same information is or could be obtained from a source independent of a Party except as a result of a breach of this Agreement.

10.6The Agent acknowledges that the Company will enter into similar provisions relating to confidentiality with Clients. The Agent will comply with such provisions relating to Client’s Confidential Information and not disclose any Confidential Information of the Client without its consent in writing. The Agent agrees to indemnify the Company in respect of any claim for loss, damages, costs and expenses arising out of any breach of the obligations of confidentiality imposed by the Company or the Client.

10.7The Agent agrees that they will not in competition with the Company and whether directly or indirectly for the period of 6 months following the termination of this Agreement:

(a)where the Company has terminated the Agreement for a breach or breaches of clauses 4.1(b) to 4.1(f), solicit or accept any business, custom or orders from any Client or Prospective Client of the Company for the sale or supply of any products or services which are the same as or materially similar to and competitive with any products or services sold by the Company;

(b)where the termination of the Agreement is caused by any reason, persuade or attempt to persuade any employees, directors or consultants of the Company with whom Agent had personal contact or material dealings during the 6 months immediately prior to the termination of this Agreement to leave the Company.

For the purposes of this clause only, “Client” means any client of the Company Agent had personal contact or material dealings with or about whom Agent possessed confidential information during the immediately preceding 12 months. “Prospective Client” means any person or company with whom Agent had personal contact or material dealings with during the immediately preceding 12 months with a view to doing any business on behalf of the Company.

11 TERM AND TERMINATION

11.1This Agreement will start on the Effective Date and will continue subject to clauses 11.2 and 11.3 for a period of three years. Thereafter this Agreement may be renewed for successive three year terms under the terms and conditions agreed between the Parties at the time unless either Party gives 30 days notice in writing prior to the end of this Agreement.

11.2The Company shall have the right to terminate this Agreement immediately and without notice and/or payment to the Agent (other than in respect of any Commissions accrued due up to the date of termination) if:

(a)The Agent commits a serious breach of this Agreement and (if that breach is capable of remedy) fails to remedy it within the time reasonably permitted to the Agent for this purpose in any notice in writing provided to it by the Company. It is acknowledged by the Parties that the following breach is not capable of remedy:

(i)a criminal act or an act of fraud committed by the Agent that materially impacts on their performance under this Agreement;

(b)The Agent becomes insolvent or bankrupt, or files a voluntary petition in bankruptcy, or has had filed for an involuntary petition in bankruptcy.

11.3The Company shall have the right to terminate this Agreement on one (1) weeks written notice if the Agent breaches one or more of clauses 4.1(b) to 4.1(f) in which case Commissions accrued due up to the date of termination will be paid, but Commissions due after the date of termination will not be paid.

11.4Notwithstanding clauses 11.1 to 11.3 above, either Party can terminate the Agreement on one (1) months written notice. If the termination is instigated by the Company then Commissions for renewals of licences due to be payable after the date of termination will continue to be paid up to the date which is one year after the Effective Date. No Commission will be payable if a Client takes new Products or expands or increases the use of existing Products after the date of termination such that additional fees are paid by the Client.

11.5On termination of this Agreement for whatever reason the Agent must:

(a)return forthwith to the Company all property belonging to either the Company or any Client including without any limitation any records, plans, programmes, designs, specifications, samples and documentation, equipment in any form;

(b)cease to hold themselves out as in any way connected with the Company;

(c)observe the duty of confidentiality as set out in clause 10 of this Agreement;

(d)still not use, disclose or permit to be used or disclosed any Confidential Information.

11.6The Agent must not keep any copies or summaries in any format of the Company’s property, documents, notes, records, materials or other Confidential Information.

11.7Termination of this Agreement (howsoever occasioned) shall not terminate any accrued liability of the Parties to each other and nor shall it terminate the obligations of the Agent under clause 10.

11.8Without prejudice to clause 11.3, on termination of this Agreement for whatever reason, to the maximum extent permitted by the applicable law, the Agent shall not be entitled to any indemnity or other compensation whatsoever.

12 NOTICES

Notices shall be in writing sent to the address of the recipient Party set out on the front page of this Agreement or such other address as the recipient may designate. Any such notice may be delivered personally, by pre-paid first class mail or by e-mail and shall be deemed to have been received:

(a)on the date of delivery if delivered by hand

(b)two days after posting if sent by first class mail

(c)on the date of delivery if sent by e-mail provided a confirmatory copy is sent by first class mail or by hand by the end of the next business day.

13 ILLEGALITY

If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.

14 WAIVER

If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.

15 AGREEMENT AND VARIATION

(15.1)Save in the case of fraudulent misrepresentation and fraudulent concealment, this Agreement is the complete and exclusive statement of the Agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous communications, representation and arrangement, written or oral. No other terms and conditions or other prior or subsequent communications issued by the Agent will apply unless expressly accepted in writing by a director of the Company. The Company and the Agent hereby agree and confirm that any liability that each may have to the other for any misrepresentation as such (and which are not also terms of this Agreement) is hereby excluded.

(15.2)Except as otherwise permitted by this Agreement, any variation of these terms shall be effective only if agreed or confirmed in writing and signed by both Parties and the intention to amend this Agreement is clearly expressed.

16 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the English courts.

17 ELECTRONIC SIGNATURES

The Parties agree that this Agreement and any other documents to be delivered in connection herewith may be executed by electronic signature, symbol or other electronic process which shall be considered as an original signature for all purposes and shall have the same legal validity and enforceability as a manually executed signature. The Agent hereby agrees that the checking of the relevant box on the summary order form on the Web Site signifies the Agent’s acceptance of and agreement to this agreement.