1. Customer details

1.1. The Customer is the business who has signed up to receive the Comgem Services detailed on the Service Order Form.

1.2. The Comgem services are made up of the core and professional services as follows:

1.2.1. Core Services

1.2.1.1. Hosted Platform Services including Comgem’s Ecommerce Platform and Back Office system.

1.2.2. Professional Services

1.2.2.1. Platform configuration and set-up

1.2.2.2. Comgem’s Design Services

1.2.2.3. Comgem’s Development Services

1.2.2.4. Comgem’s training

2. Specification of Services

2.1. Comgem provides a modular ecommerce and sales order processing platform, which depending on the modules selected will allow customers to manage and maintain their ecommerce website and sales order processes.

2.2. The parties have indicated their acceptance of the Agreement by accepting these terms and conditions.

2.3. These terms and conditions apply in addition to any other terms of use or other terms and conditions, policies or guidelines agreed between you and Comgem from time to time, the Privacy and Cookie Policy (together the Other Terms).

3. Terms and Conditions

3.1. Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express written acceptance of these Terms and Conditions before providing any such services to the Customer.

4. Definitions

a. Except to the extent expressly provided otherwise, in these Terms and Conditions: Acceptable Use Policy: means services may not be used to facilitate, send, knowingly receive, upload, download, or use or store illegal software or images, or any material considered to be illegal in the United Kingdom; pornographic material (unless in relation to legitimate Customer business); software in breach of the owner’s copyright; material that is considered to be racist or likely to incite racist behaviour (unless in relation to legitimate interests of business); material which is offensive, abusive, indecent, defamatory, obscene or menacing, in breach of copyright, confidence, privacy or any other rights (unless in relation to legitimate interests of business). Acceptance Criteria: means the acceptance criteria as specified in Clause 7.7, or referred to in the Service Order Form, or as otherwise agreed by the Parties expressly in writing after the date of the Service Order Form against which the Acceptance Tests are to be carried out to determine whether the Deliverables are satisfactory for go live and ready to be invoiced. Acceptance Tests: means the acceptance tests as specified or referred to in the Service Order Form or as expressly agreed between the Parties in writing, to be undertaken to determine whether the Deliverables meet the Acceptance Criteria. “ Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts; “ Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity; “ Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time; “ Business Day” means any weekday other than a bank or public holiday in England & Wales; “ Business Hours” means the hours of 09:00 to 17:00 GMT/BST on a Business Day; Change Request : means any request to alter the Services pursuant to this Agreement as set out in Clause 11. “ Charges” means the following amounts:

a. the amounts specified in the Services Order;

b. such amounts as may be agreed in writing by the parties from time to time; and

c. amounts calculated by multiplying the Provider's standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement) by the time spent by the Provider's personnel performing the Support Services (rounded down by the Provider to the nearest quarter hour);

Confidential Information” means the Provider Confidential Information and the Customer Confidential Information; “ Control” means the legal power to control (directly or indirectly) the management of an entity (and “ Controlled” should be construed accordingly); “ Customer” means the person or entity identified as such in Section 1 of the Services Order Form; “ Customer Confidential Information” means:

a. any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

a. was marked as “confidential”; or

b. should have been reasonably understood by the Provider to be confidential; and

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 Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement and may include any information or data derived from Hosted Services that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable privacy law. “ Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the UK General Data Protection Regulation and The Data Protection Act 2018 (DPA 2018); “ 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; “ Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including 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, explosions, fires, floods, riots, terrorist attacks and wars); “ Hosted Services” means Comgem Platform, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions; “ Hosted Services Specification” means the specification for the Platform and Hosted Services as set out in Service Order Form and in the Documentation; “ 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); “ Maintenance Services” means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades; “ Minimum Term” means the period specified as such in the Services Order Form. “ Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time; “ 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; Professional Services: the service described in the Statement of Work to be performed by the Provider in accordance with this Agreement. “ Provider” means Comgem Ltd, “ Provider Confidential Information” means:

a. any information disclosed by or on behalf of the Provider to the Customer [during the Term] OR [at any time before the termination of the Agreement] (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Customer (acting reasonably) to be confidential; and

b. the terms of the Agreement;

Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions; “ Services Order Form” means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference, or the subscription to services via the Platform ; “ Set Up Services” means the configuration, implementation and integration of the Hosted Services in accordance with these terms and conditions; “ Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services; “ Comgem” means Comgem Ltd, a company incorporated in England and Wales with company number 5620550 whose registered office is at Bark Mill House, 5 Dunraven Place, Bridgend, CF31 1JF; “ Supported Web Browser” means the current release from time to time of Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported; “ Term” means the term of this Agreement, commencing with the dates found on the related Services Order Form. “ Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time; “ Third Party Services” means any hosted or cloud services provided by any third party that may transmit data to and/or from the Hosted Services; “ Update” means a hotfix, patch or minor version update to any Platform software; and “ Upgrade” means a major version upgrade of any Platform software.

5. Term

5.1. The Agreement shall come into force upon the Effective Date.

5.2. This agreement shall, subject to termination in accordance with Clause 22 continue for the minimum term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period).

5.3. Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

6. Customer Obligations

6.1. The Customer shall use the Comgem’s Services in accordance with the terms and conditions of this agreement and those included in the Other Terms;

6.2. The Customer shall use the Comgem’s Add-On services, when ordered via Services Order Form, in accordance with the terms and conditions of this agreement and those included in the relevant Schedules;

7. Set Up & Professional Services

7.1. The Provider shall provide the Set Up Services to the Customer and may, provide additional professional services to the customer.

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

7.3. The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 21.1 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 these Terms and Conditions.

7.4. The Customer acknowledges that the Provider will commit an amount of time for Set Up Services which is deemed fair and reasonable in order for the Customer to sufficiently use the platform. This is deemed to be in the region of 10 hours of Customer Support Time for the Customer set up.

7.5. The Provider retains the right to charge an additional service charge for Set Up Services over and above what is deemed fair and reasonable.

7.6. 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 & Professional Services by the Provider shall be the exclusive property of the Provider.

7.7. For Professional Services, the Requirements Definition Form shall specify the Deliverables that are to be subject to Acceptance Testing and provide a framework for the nature of the testing that will be required.

7.8. In relation to any Acceptance Testing:

7.8.1. the Customer shall have a reasonable period of time, up to five Business Days unless otherwise specified in the Requirements Definition Document, from the Provider’s delivery of each Deliverable under the relevant Requirements Definition (the “Acceptance Period”) to confirm that such Deliverable conforms to the acceptance criteria as agreed between the Parties (collectively, the “Acceptance Criteria”). If the Customer determines that a Deliverable does not conform to the agreed Acceptance Criteria, the Customer shall by the last day of the Acceptance Period provide to the Provider an Issues List of the non-conformities to the Acceptance Criteria;

7.8.2. the Customer shall use best efforts to correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance Tests and shall notify the Provider within the Acceptance Period (as defined in Clause 7.8.1) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Customer has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period or the Customer has approved the solution to be deployed in a live environment, for all purposes under these Conditions such Deliverable, shall be deemed accepted as if the Customer had issued a written acceptance thereof. For the avoidance of doubt, should any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to the Provider during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in Clause 7.8.3 below.

7.8.3. If there are any non-conformities within any Deliverable, which have been highlighted by Customer or the Provider during the Acceptance Period and whereby the Deliverable has not been accepted by the Customer for this reason and such non-conformity is a directly attributable act or omission on the part of the Provider (and not subject to a Change Order (as defined in Clause 11 or attributable to the Customer’s acts or omissions including inadequate Acceptance Testing) the Provider shall (without prejudice to the Customer’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified.

7.8.4. If any non-conformity cannot be remedied by the Provider due to an error, defect or fault which the Provider is able to demonstrate to the reasonable satisfaction of the Customer to be outside the Provider’s control and which has disabled the Provider’s ability to remedy such non-conformity, then the Provider reserves the right to terminate work on that specific Deliverable. The Provider agrees not to charge Customer, any amounts paid or payable by Customer to Provider which specifically relate to the non-conforming Deliverables which cannot be remedied.

8. Hosted Services

8.1. The Provider shall ensure that the Platform will, be accessible by the Customer upon completion of the Set-Up and required Professional Services.

8.2. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.

8.3. The licence granted by the Provider to the Customer under Clause 8.2 is subject to the following limitations:

8.3.1. the Hosted Services may only be used by the employee and subcontractors of either the Customer or an Affiliate of the Customer.

8.4. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 8.2 is subject to the following prohibitions:

8.4.1. the Customer must not sub-license its right to access and use the Hosted Services;

8.4.2. the Customer must not permit any unauthorised person to access or use the Hosted Services;

8.4.3. the Customer must not use the Hosted Services to provide services to third parties;

8.4.4. the Customer must not republish or redistribute any content or material from the Hosted Services;

8.4.5. the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

8.4.6. the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services.

8.5. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.

8.6. The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.

8.7. The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).

8.8. 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.

8.9. The Customer must not use the Hosted Services:

8.9.1. in any way that is unlawful, illegal, fraudulent or harmful; or

8.9.2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

8.10. 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.

8.11. 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.

9. Maintenance Services

9.1. The Provider shall provide the Maintenance Services to the Customer during the Term.

9.2. The Provider shall where practicable give to the Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement.

9.3. The Provider shall give to the Customer written notice of the application of an Upgrade to the Platform.

9.4. The Provider shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in the Provider's industry.

9.5. The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.

10. Support Services (Schedule 4)

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

10.2. The Provider shall provide the Support Services with reasonable skill and care.

10.3. The Provider shall provide the Support Services in accordance with Schedule 4 (Support SLA).

10.4. 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.

11. Change Requests

11.1. Either Party may request changes to any Services (in each case, a “Change Request”). Any Change Request shall be made in writing and sent to the Customer Representatives or Provider representative (as appropriate) and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change.

11.2. Where the Parties propose a Change Request the Provider shall provide a written estimate of the likely time required to implement the change, any necessary variations to the Charges as a result of the change, the likely effect of the change on the Services; and any other impact of the change on the terms of this Agreement. The Customer shall notify the Provider whether it accepts or reasonably rejects the Change Request within five working days of its receipt of the written estimate.

11.3. Until such time as a Change Request has been agreed to by the Parties, the Parties shall continue to perform their respective obligations under the Services Order Form without taking into account the Change Request. Once duly agreed by both Parties, the Change Request shall be deemed incorporated into Agreement and Services Order Form and the Provider shall commence performance of the Change Request accordingly.

11.4. Neither Party shall be required to accept any Change Request made by the other Party and shall not be bound by the Change Request unless it has been agreed in writing as set out above.

11.5. Unless otherwise agreed in writing, Provider shall be entitled to charge the Customer at Provider’s then current Rates for investigating, reporting on and, if appropriate, implementing any Change Request requested by the Customer.

12. Customer Data

12.1. The Customer hereby grants to the Provider a non-exclusive licence to store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement.

12.2. The Customer warrants to the Provider that the Customer Data 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.

12.3. The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

12.4. Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

13. Integrations with Third Party Services

13.1. The Hosted Services are integrated with those Third Party Services identified on the website / Sales Order Form. The Provider may integrate additional Third Party Services with the Hosted Services at any time.

13.2. The Customer acknowledges that the integration of Third Party Services may entail the transfer of Customer Data from the Hosted Services to the relevant Third Party Services.

13.3. The Customer hereby consents to the transfer of the Customer Data to the Third Party Services.

13.4. Save to the extent that the parties expressly agree otherwise in writing and subject to Clause 18.1:

13.4.1. the Provider gives no warranties or representations in respect of any Third Party Services; and

13.4.2. the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by any Third Party Services or any provider of Third Party Services

14. No assignment of Intellectual Property Rights

14.1. Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

15. Charges

15.1. The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

15.2. All amounts stated in or in relation to these Terms and Conditions 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.

15.3. The Provider may charge the price of the relevant fees, including recurring Charges, from time to time and will automatically change the charge amount based on the Customer usage, in accordance with the pricing tiers set out on the Service Order Form. Price changes will take effect from the next month billing cycle following the date of the price changes. Subject to applicable law, you accept the new price by continuing to use the Services and/or Platform after the price changes take effect. If the Customer does not agree with the price change, the Customer will have the right to reject the change by unsubscribing from the Service prior to the price change going into effect.

15.4. If the Provider has not received payment by the due date on the invoice, and without prejudice to any other rights and remedies of the Provider:

15.4.1. the Provider may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and/or Platform and the Provider shall be under no obligation to provide any or all of the Services and/or Platform while the invoice(s) concerned remain unpaid; and

15.4.2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

15.5. The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation expiring on any anniversary of the date of execution of the Agreement, providing that no such variation shall constitute a percentage increase in the relevant element of the Charges that exceeds 2% over the percentage increase, since the date of the most recent variation of the relevant element of the Charges under this Clause 12.3 (or, if no such variation has occurred, since the date of execution of the Agreement), in the Retail Prices Index (all items) published by the UK Office for National Statistics.

15.6. If the Customer disputes any invoice or other statement of monies due, the Customer shall immediately inform the Provider in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The relevant party shall provide evidence as may be reasonably necessary to verify the disputed invoice or request for payment.

16. Payments

16.1. The Provider shall issue invoices for the Charges to the Customer monthly in advance, from the Effective Date.

16.2. The Customer must pay the Charges to the Provider within the period of 14 days following the receipt of an invoice issued in accordance with this Clause 13.

16.3. The Customer must pay the Charges by BACs payment or GoCardless (using such payment details as are notified by the Provider to the Customer from time to time).

16.4. If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may charge the Customer interest on the overdue amount at the rate of 8% 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). The Provider acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this Clause 11.4 constitute a substantial remedy within the meaning of that Act.

17. Confidentiality obligations

17.1. The Provider must:

17.1.1. keep the Customer Confidential Information strictly confidential;

17.1.2. not disclose the Customer Confidential Information to any person without the Customer’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;

17.1.3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;

17.1.4. act in good faith at all times in relation to the Customer Confidential Information; and

17.1.5. not use any of the Customer Confidential Information for any purpose other than as agreed by the Customer.

17.2. The Customer must:

17.2.1. keep the Provider Confidential Information strictly confidential;

17.2.2. not disclose the Provider Confidential Information to any person without the Provider’s prior written consent, and then only under conditions of confidentiality approved in writing by the Provider;

17.2.3. use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Customer uses to protect the Customer’s own confidential information of a similar nature, being at least a reasonable degree of care;

17.2.4. Information; and

17.2.5. not use any of the Provider Confidential Information for any purpose other than as agreed by the Provider.

17.3. No obligations are imposed by this Clause 17 with respect to a party’s Confidential Information if that Confidential Information:

17.3.1. is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality; or

17.3.2. is or becomes publicly known through no act or default of the other party.

17.3.3. The provisions of this Clause 17 shall continue in force indefinitely following the termination of the Agreement.

18. Publicity

18.1. Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

18.2. Nothing in this Clause 18 shall be construed as limiting the obligations of the parties under Clause 17.

19. Data protection

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

19.2. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

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

19.3.1. the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 5 (Data processing information); and

19.3.2. Personal Data of the types specified in Part 2 of Schedule 5 (Data processing information).

19.4. The Provider shall only process the Customer Personal Data for the purposes specified in this agreement.

19.5. The Provider shall only process the Customer Personal Data during the Term and for not more than 180 days following the end of the Term, subject to the other provisions of this Clause 19.

19.6. 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 any place outside the UK).

19.7. The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

19.7.1. the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities;

19.7.2. the Provider may transfer the Customer Personal Data to its sub-processors in the jurisdictions identified in the Privacy Policy, providing that such transfers must be protected by any appropriate safeguards identified therein; and

19.7.3. the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the United Kingdom has decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

19.8. 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.

19.9. Notwithstanding any other provision of the 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 on important grounds of public interest.

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

19.11. The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified.

19.12. 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, and third parties within the categories identified.

19.13. 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.

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

19.15. The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 19 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 19.15.

19.16. 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.

19.17. 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 the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

20. Limitations and exclusions of liability

20.1. Nothing in these Terms and Conditions will:

20.1.1. limit or exclude any liability for death or personal injury resulting from negligence;

20.1.2. limit or exclude any liability for fraud or fraudulent misrepresentation;

20.1.3. limit any liabilities in any way that is not permitted under applicable law; or

20.1.4. exclude any liabilities that may not be excluded under applicable law.

20.2. The limitations and exclusions of liability set out in this Clause 20 and elsewhere in these Terms and Conditions:

20.2.1. are subject to Clause 20.1; and

20.2.2. govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

20.3. The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

20.4. The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

20.5. The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

20.6. The Provider shall not be liable to the Customer in respect of any loss of use or production.

20.7. The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

20.8. The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.

20.9. The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

20.10. The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:

20.10.1. £500; and

20.10.2. the total amount paid and payable by the Customer to the Provider under the Agreement in the 1 month period preceding the commencement of the event or events.

21. Force Majeure Event

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

22. Termination

22.1. Either party may terminate the Agreement by giving to the other party not less than 90 days’ written notice of termination. The agreement will then be terminated effective from the next renewal date.

22.2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

22.2.1. the other party commits any material breach of the Agreement, and the breach is not remediable; or

22.2.2. the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied.

22.3. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

22.3.1. the other party:

22.3.1.1. is dissolved;

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

22.3.1.3. is or becomes unable to pay its debts as they fall due;

22.3.1.4. is or becomes insolvent or is declared insolvent; or

22.3.1.5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

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

22.3.3. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.

22.4. The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

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

22.4.2. the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this agreement.

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

23. Effects of termination

23.1. Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4, 8.4, 8.10, 13.2, 13.4, 14,15, 16, 17, 19.1, 19.3, 19.4, 19.5, 19.6, 19.7, 19.8, 19.9, 19.10, 19.11, 19.12, 19.13, 19.14, 19.15, 19.16, 19.17, 20, 23, 24, 26, 27, 28, 29, 30, 31 and 32

23.2. Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

23.3. Within 30 days following the termination of the Agreement for any reason:

23.3.1. the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

23.3.2. the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,

23.3.3. without prejudice to the parties’ other legal rights.

24. Non-solicitation of personnel

24.1. The Customer must not, without the prior written consent of the Provider, either during the Term or within the period of 12 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Provider who has been involved in any way in the negotiation or performance of the Agreement.

25. Notices

25.1. Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

25.2. Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:

25.2.1. sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or

25.2.2. sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch, 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.

26. Subcontracting

26.1. The Provider may subcontract any of its obligations under the Agreement

26.2. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

26.3. Notwithstanding any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

27. No waivers

27.1. No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

27.2. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

28. Severability

28.1. If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

28.2. If any unlawful and/or unenforceable provision of these Terms and Conditions 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.

28.3. In the event that any provision of this Agreement becomes or is held invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted and the remaining provisions shall be enforced to the maximum extent permitted by applicable law.

29. Third party rights

29.1. The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

29.2. The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.

30. Entire agreement

30.1. The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

30.2. 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 the Agreement.

31. Law and jurisdiction

31.1. These Terms and Conditions shall be governed by and construed in accordance with English law.

31.2. Any disputes relating to the Agreement shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

32. Interpretation

32.1. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

32.1.1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

32.1.2. any subordinate legislation made under that statute or statutory provision.

32.2. The Clause headings do not affect the interpretation of these Terms and Conditions.

32.3. References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided. In these Terms and Conditions, 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.

Acceptable use policy

1. Introduction

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

1.1.1. the use of the platform, any successor platform, and the services available on that platform or any successor platform (the “ Services“); and

1.1.2. 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 Comgem 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 upload or submit any Content or otherwise 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. Comgem provide our facilities with the assumption your use will be “business as usual”. If your use is excessive, then additional fees may be charged, or capacity may be restricted.

2.2. Comgem also limit the number of technical support hours that you receive within your package to 2 hours each calendar month. Comgem will monitor your usage each calendar month to preserve our service for all customers. If your use of the support site is greater than this, additional fees may be charged to cover your support needs.

2.3. Comgem reserves the right to suspend or cancel a customer's access to any or all Services provided by Comgem, where Comgem decides that the account has been inappropriately used. Comgem reserves the right to refuse Services and/or access to its servers to anyone.

2.4. Comgem offers unlimited products with some packages subject to a fair use policy. Should the number of products exceed 100,000, Comgem reserves the right to charge additional fee’s for excess capacity.

2.5. You must not use the Services:

2.5.1. in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

2.5.2. in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.5.3. 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).

3.2. Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

3.2.1. be libellous or maliciously false;

3.2.2. be obscene or indecent;

3.2.3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

3.2.4. infringe any right of confidence, right of privacy or right under data protection legislation;

3.2.5. constitute negligent advice or contain any negligent statement;

3.2.6. constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

3.2.7. be in contempt of any court, or in breach of any court order;

3.2.8. constitute a breach of racial or religious hatred or discrimination legislation;

3.2.9. be blasphemous;

3.2.10. constitute a breach of official secrets legislation; or

3.2.11. constitute a breach of any contractual obligation owed to any person.

3.3. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1. Content must be appropriate for all persons who have access to or are likely to access the Content in question.

5. Factual accuracy

5.1. Content must not be untrue, false, inaccurate or misleading.

6. Etiquette

6.1. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.

6.2. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

6.3. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

6.4. You must not use the Services for the purpose of deliberately upsetting or offending others.

6.5. You must at all times be courteous and polite to other users of the Services.

7. Monitoring

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

8. Data mining

8.1. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

9. Hyperlinks

9.1. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

Hosted Services

1. Introduction to availability SLA

1.1. This section sets out the Provider’s availability commitments relating to the Hosted Services.

1.2. In this section , “uptime” means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.

2. Availability

2.1. The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 98% during each calendar year.

3. Exceptions

3.1. Downtime caused by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Part 2:

3.1.1. a Force Majeure Event;

3.1.2. a fault or failure of the internet or any public telecommunications network;

3.1.3. a fault or failure of the Provider’s hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;

3.1.4. a fault or failure of the Customer’s computer systems or networks;

3.1.5. any breach by the Customer of the Agreement; or

3.1.6. scheduled maintenance carried out in accordance with the Agreement.

Maintenance SLA

1. Introduction

1.1. This section sets out the service levels applicable to the Maintenance Services.

2. Scheduled Maintenance Services

2.1. The Provider shall where practicable give to the Customer at least 5 Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider’s other notice obligations under this section.

2.2. The Provider shall provide all scheduled Maintenance Services during Business Hours.

3. Updates

3.1. The Provider shall give to the Customer written notice of the application of any security Update to the Platform and at least 5 Business Days’ prior written notice of the application of any non-security Update to the Platform.

Support SLA

1. Introduction

1.1. This section sets out the service levels applicable to the Support Services.

2. Helpdesk

2.1. The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this section.

2.2. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

2.3. The Provider shall ensure that the helpdesk is accessible by email and using the Provider’s web-based ticketing system.

2.4. The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Term.

3. Provision of Support Services

3.1. The Support Services shall be provided online and remotely, save to the extent that the parties agree otherwise in writing.

3.2. The Comgem helpdesk is powered by Zendesk. Zendesk is a data processor to Comgem.

3.3. When you sign up to Comgem’s platform online a support login will be generated so that you can access Comgem’s support portal using your selected username and password.

4. Limitations on Support Service

4.1. If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed 2 hours then:

4.1.1. the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and

4.1.2. the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.

5. Delays to Service

5.1. the Provider cannot be held responsible for delays in performing specific services providing they have followed and taken appropriate actions as outlined in this agreement.

5.2. the Provider takes no responsibility if the Provider is prevented from performing specific services for any reasons beyond the control of the Provider, or by those which are caused by the client.

6. New Customers and Ongoing Customer Care

6.1. Special arrangements are usually made with all new customers to allow more regular and day to day direct telephone contact with their installation support team member. This arrangement is provided to assist the company in getting their new system, installed, configured and operational as soon as possible or in accordance with their agreed installation plan. This duration is typically the first 30 days after platform go live.

6.2. At an agreed time, either before, during the installation period or after completion, each customer will be contacted and provided with a login username and password for use with continued support requests.

6.3. From time to time customers will be contacted by the customer support team to review their experiences and provide feedback about any issue they were either very pleased about or for any suggestions on how the implementation process may be improved.

7. Performance, Tracking and Reporting

7.1. Benchmarking and Targets

7.1.1. Our goals are to provide an initial response to support requests within the following time periods – based on Comgem’s classification of the request:

7.1.1.1. Urgent. Initial response within 1 hour

7.1.1.2. High. Initial response within 5 hours

7.1.1.3. Medium. Initial response within 1 working day

7.1.1.4. Low. Initial response within 2 working days

7.1.2. All timings given for the resolution of support requests and development work are provided on the basis of our best endeavours and may depend on other factors including:

7.1.2.1. The level and numbers of outstanding support requests.

7.1.2.2. The resources we have available at the time of the request.

7.1.2.3. The time is taken for customers to respond to any pending questions or requests for further information required by the support team.

7.1.3. In circumstances where a support request leads to additional development being requested, the support requests will be progressed to an agreed development specification and costing and timescale for completion would be provided. A signed order form and payment from the customer would be required before any work is commenced. The support request would be closed and reassigned to a development project.

7.2. Service Level Review

7.2.1. In line with its commitment to continually improve its products, the Provider conducts regular reviews of all support requests. Any areas that are deemed by the Provider’s development team as having the potential for improvement may be added to a development wishlist. These items may be considered for inclusion as part of the on-going road map for the development and improvement of the systems.

7.2.2. Commonly reoccurring queries with simple solutions will be assigned as a FAQ (Frequently Asked Question), Support Guide or video to aid in future resolution.

7.2.3. the Provider operates a feedback program and will always endeavour to introduce into the system changes that we feel would be worthwhile and beneficial to others.

8. Support Definition and Management

8.1. Overview

8.1.1. As each support request is dealt with the response provided by the support team will be entered into Comgem Support Portal and a notification email sent to the customer, at the address entered in the system, to inform them that a change has been made to their request.

8.1.2. The support team may request further information or clarification of the issue being reported and will expect the customer to respond in a timely fashion to such requests. Each request and response will be recorded with a date and time stamp.

8.1.3. All support requests are assigned a status to reflect the requests current situation. Statuses are subject to change and are outlined as follows:

8.1.3.1. Active - A support request that is in the queue to be resolved in turn. A support request with a status of ‘active’ will always be live and continue to be investigated to resolution.

8.1.3.2. Pending / Awaiting your Reply - If a support request requires additional action by the customer, the status will be changed to pending to indicate we are waiting for customer feedback. We will take no action on any support request with this status. Support Requests that have had a ‘pending’ status for over 14 days may have their status changed to ‘closed’.

8.1.3.3. Closed - A support request which has been responded to, and which in the opinion of the support team is completed or has had a pending status for more than 14 days, will be assigned a status of closed. If a ticket has been closed you will need to raise a new ticket – but can reference the original issue as a ticket number.

8.1.4. Behind the scenes, all support requests entered on the Comgem Support Portal are managed in the Support Admin and where required input into our internal development system (Devops).

8.1.5. Support requests may be assigned with additional status flags to allow closer monitoring of any unresolved or reoccurring issues or to initiate further actions as follows:

8.1.5.1. Defect (aka Bug) - The support request may have revealed an issue that the support team have been able to replicate and which in their opinion is a system bug. If the support team cannot provide a workaround to resolve the issue immediately, they will endeavour to fix the bug at their earliest opportunity and to provide either an immediate or scheduled fix as part of our update procedures. The customer will be informed of any agreed action and timescale.

8.1.5.2. Monitor - Some problems are ‘one-offs’ in other words they have happened only once or twice and we need to keep an eye on them. Or it may be that the issue reported cannot be replicated either by the customer or by the support team on their in house systems. One-off issues are exceedingly difficult and time-consuming to track, therefore we will not carry out any investigative work until the problem reoccurs on a regular basis, or until the customer can provide more information to enable replication of the issue to be confirmed.

8.1.5.3. Testing - We may need to carry out testing to ascertain how more complex issues may be identified, or to follow up on a bug fix to ensure that this will not have any knock-on effects within other parts of the system.

8.1.5.4. Awaiting Release - Some problems may already have been solved and applied to the latest release of our software indicating that an update to your system would resolve the issue. Updates are normally carried out as part of our standard release schedules. However, if the problem is major and related to a known bug fix then we will schedule in an update as soon as possible.

8.1.5.5. Training - The support request may bring to light that the customer requires additional training, in which case an online training session will be suggested.

8.1.5.6. Wishlist - If the support request relates to a change in the system, which in the opinion of the support team and development manager, will require modifications to the system, then the customer will be offered:

8.1.5.6.1. the opportunity to either pay for the work to be undertaken as a new development,

8.1.5.6.2. or they can ask for the modification to be put on the Wish List. The Wish List is evaluated on a regular basis and the most popular modifications may be put into the development plan.

8.1.5.7. Development

8.1.5.7.1. If the customer requests any new features, modules or reports to be added to the system, or requires their feature / modification item to be prioritised for action sooner than planned, they will be asked to define their requirements in more detail. The support and development team will then assess the development for its potential to be added to the system, a Requirements Specification and Acceptance Criteria will be prepared to ensure that the customer and the Provider development manager have a clear understanding of the specific requirements and deliverables, as well as a cost estimate for doing the work.

8.1.5.7.2. If the customer wishes to proceed with the development, they will be sent an order form and invoice for payment. Once payment has been received a project will be set up for the work and it will be scheduled into the workload.

8.1.5.7.3. If necessary, for larger developments we may agree to produce a project plan so that the customer can follow the development and progress the agreed milestones and target dates.

8.1.5.7.4. All developments done in this way are subject to customer acceptance testing.

8.1.5.7.5. Unless otherwise agreed all developments will be made available to all customers as part of the core system and be provided as part of their annual licence update.

8.1.5.7.6. New add-in module developments will be offered as optional extras to the system and will need to be purchased according to the price list current at the time.

9. Prioritisation

9.1. All ‘active’, ‘standard’ requests will be dealt with in the order they arrive at us. We operate a strict first come first serve resolution policy.

9.2. All timings will be benchmarked from the time of submission as per their marked timestamp.

9.3. If a customer has several active support requests either the Customer’s Support Administrator or a company director may contact the support team to re-order or prioritize them as they see fit.

9.4. Any support requests that the Provider deem to be an urgent will be flagged as such and be dealt with before any ‘active’, ‘normal’ request.

9.5. All support requests flagged with a different prioritisation will have a status indicator visible to the customer noted against the request.

9.6. The prioritisation levels used are:

9.6.1. Low – a minor issue which does not materially affect the primary function of the platform. For example a formatting issue or missing product label.

9.6.2. Normal – some business processes are affected – but a workaround is available or the business can continue using the platform without widespread impact. For example pricing for a single customer account is not returning as expected.

9.6.3. High – major business processes are affected. The platform is not functioning or unavailable to a number of users or presenting issues to all users trying to access the platform. For example a single customer is unable to place orders online.

9.6.4. Urgent – the platform is not functioning or unavailable. For example platform is down and no customers can place orders online.

10. Support Levels

10.1. Support requests received through Comgem Support Portal are monitored throughout the normal working day and triaged to the appropriate level of support.

10.2. The following definitions of support levels are provided for guidance only, as each support request logged through Comgem Support Portal may require subsequent escalation or de-escalation according to the information received from the customer and/or the findings of the support team as the support request is investigated and progressed.

10.2.1. Level 1 Support

10.2.1.1. All support requests have an initial level of one. Requests resolved at this level typically include:

10.2.1.1.1. Basic questions regarding system or website functionality.

10.2.1.1.2. Typical software and web issues.

10.2.1.1.3. Requests for training.

10.2.1.1.4. Planned release dates.

10.2.1.1.5. We would endeavour to respond to, complete or escalate level one support requests within four working hours.

10.2.2. Level 2 Support

10.2.2.1. Support Requests will be either designated directly to this level or escalated from level one if they are unable to be resolved by the initial support team. Level two support requests may require one of our development team members to be assigned. Requests resolved at this level typically include:

10.2.2.1.1. Detailed queries relating to system functionality.

10.2.2.1.2. Undertaking of scheduled training sessions. (By prior arrangement)

10.2.2.1.3. Unusual or complex software or web issues. If the support request relates to an unusual circumstance, the customer will be expected to provide details and screenshots to illustrate their actions, so that a developer can replicate what they are reporting and provide an appropriate solution. If the reported issue can be replicated and a fix provided, the developer will inform the customer once this work has been done and the support request will be completed.

10.2.2.2. We would endeavour to respond to level two support requests within eight working hours.

10.2.2.3. We would endeavour to provide a solution or an agreed course of action within thirty-six working hours.

11. Customer Duties and Responsibilities

11.1. Access to Personnel and Facilities

11.1.1. As a requirement of the Provider providing support, each client must allow remote access to their server or computer hosting our software and to any computers using our software that requires any online training or support. The Provider cannot guarantee support for any computer where access is unavailable.

11.1.2. Remote access is preferred by Microsoft’s ‘Remote Desktop’. However AnyDesk or other third-party software may be used if prior arrangement, access and setup have already taken place.

11.1.3. The Provider reserve the right to refuse the use of any third-party software not mentioned above.

11.2. Training

11.2.1. As part of the purchase of our platform, each customer is allotted a set number of online training sessions.

11.2.2. At least one member of personnel will be designated as the superuser and trained in all aspects of the system including the administration module.

11.2.3. In addition to training, each customer will appoint a Comgem Support Administrator and will be provided with access to online manuals and training media on the Comgem customer support portal.

11.2.4. It is the customer’s responsibility for additional personnel to either request training or asks their superuser prior to submitting support requests that can be answered by one of the mediums mentioned above.

11.2.5. In order to maintain the integrity of the client’s data, the client will ensure that all personnel who work on their live system are adequately qualified and have received suitable training.

11.2.6. Additional training required will be subject to charges. Any charges will be declared in advance.

11.3. Supply of Information

11.3.1. The client is asked not to submit support requests for information that is already available to them.

11.3.2. Prior to submitting a support request, the following actions must be reviewed:

11.3.2.1. Ask your superuser. This person knows the system well and will most likely be able to resolve common misunderstandings with the operation of the software.

11.3.2.2. Check the Comgem Support Guides Manuals, FAQ’s and training videos. More often than not you can get a quick answer to your question in the documentation already available.

11.3.2.3. Double-check your options and settings, if you cannot access your system then check your network connection first.

11.3.3. When submitting support requests customers should enter a title that accurately describes the problem or question. A clear and concise title will allow us to efficiently assign the request to the correct personnel and allow them to resolve the issue more quickly. Titles such as ‘Please help me’ or ‘It doesn’t work’ are unhelpful and will be assigned a low priority which may result in a delay when dealing with the request.

11.3.4. A clear and concise description is essential to a quick response. Information such as login details, what you were doing before the issue occurred, what was clicked and any screenshots of the actual issue being reported always helps. If we require additional details they will be requested, no action will be taken until we hold all the information required.

11.3.5. Customers should be aware that we cannot always give you a clear answer as to why the software or your system may have behaved the way it has, or how the issue may have been caused. The issue may be the result of a wide range of factors, including user actions.

11.4. Courteous and Respectful Behaviour

11.4.1. Please be polite and courteous and appreciate that we want to work with you to resolve any and all issues.

11.4.2. The provider operates a Zero Tolerance policy to any kind of abuse to its staff. This includes the excessive use of any bold capital letters, multiple question marks or red formatting of text in emails or any other form of abusive slang, sarcasm or language, this may be deemed to be an abuse and we may refuse to respond to any such support requests.

If during any phone conversations the client or their staff use raised voices or become verbally abusive or use insulting or derogatory language, then the providers’ staff will notify the person being talked to, that the conversation will be terminated until such time as the clients’ staff are prepared to continue in a reasonable and constructive manner. They will terminate all such conversations or report any such abuses they receive to the provider’s directors who will then escalate the incident to the client’s directors for discussion and resolution.

Data Processing Information)

1. Categories of data subject

1.1. Personal Data

1.2. Business Data

1.3. Transactional Data

1.4. Sensitive Data

2. Types of Personal Data

2.1. Name,

2.2. Preferred Name,

2.3. Salutation,

2.4. Job Title,

2.5. Gender,

2.6. Date of Birth,

2.7. Email,

2.8. Company Name,

2.9. Company Size,

2.10. Company Reg Number,

2.11. Company VAT Number,

2.12. Payment Terms,

2.13. Quotation Requests,

2.14. Pricing,

2.15. Sales Orders,

2.16. Invoices,

2.17. Business Address,

2.18. Home Address (if entered)

2.19. Product Usage

3. Types of Business Data

3.1. Employee Details

3.2. Business Addresses

3.3. Billing Addresses

3.4. Payment Terms

3.5. Business Structure

3.6. Business Pricing

3.7. Orders

3.8. Sales Invoices

3.9. Returns

3.10. Transactional History

3.11. Sales History

3.12. Product Usage

4. Transactional Data:

4.1. Sales Orders

4.2. Sales Returns

4.3. Sales Invoices

4.4. Sales Credits

4.5. Purchase Orders

4.6. Purchase Returns

4.7. Purchase Invoices

4.8. Purchase Credits

5. Sensitive Data:

5.1. Data of Birth of Data Subjects

5.2. Gender for Data Subjects

5.3. Credit limits

5.4. Account on hold data

5.5. Historical spend data

5.6. Bank Details (customer only – for display on invoices only)

Help to Grow

This Schedule is supplemental to the Agreement and will apply to customers who have purchased a subscription for the Services via the Help to Grow Scheme, as defined below.

1 Definitions

1.1 In this Schedule, the following words shall have the the following meanings:

BEIS

the Secretary for State for Business, Energy and Industrial Strategy.

Eligible

Software

Product

Software which has been approved by BEIS as meeting the Software

Eligibility Criteria, more specifically

Comgem Standard, Comgem Plus and Comgem Professional

Help to Grow Scheme and

Scheme

the Scheme offering you a Grant Token worth up to £5,000 to cover up to half the cost of the Services.

Initial Period

the initial term for the Eligible Software Product to which the Grant Token relates which shall be unless otherwise specified a period of 12 months (excluding any free trial period but including any discount period).

Grant Token

the grant token issued to you by the Scheme Administrator by way of the offer of a particular amount of grant funding for the purchase of Eligible Software Products.

Grant Token

Expiry Date

the date of expiry specified by BEIS or the Scheme Administrator or stated on the Token.

Registered

being registered by the Scheme Administrator and being permitted to participate in the Help to Grow Scheme.

Scheme

Administrator

the contractor appointed by BEIS to administer the Scheme from time to time and notified to us and you by BEIS.

SME Terms and Conditions

the relevant terms and conditions which apply to you under the Help to Grow Scheme from time to time.


Your Default

any of the following: (i) a breach of this

Agreement and/or SME Terms and Conditions by you; (iii) any fraud by you; (iv) a failure on your part, within the specified period on the Grant Token after the Grant Token has become redeemable, to take the steps you need to take under the SME Terms and Conditions in order to redeem the Grant Token.

2 Grant Token

2.1 If at any time prior to delivery of the Eligible Software Product, we cease to be Registered or the Eligible Software Product ceases to be eligible, you will have a right to cancel the Agreement on a no liability basis (such that you are not required to make any payment to the us in respect of the relevant Eligible Software Product) and we will provide for the return of any deposit or part payment made by you to us in respect of the Eligible Software Product.

2.2 You are not required to redeem your Grant Token unless and until, prior to the relevant Grant Token Expiry Date, the Grant Token has become redeemable in accordance with the Help to Grow Scheme.

2.3 If we accept any Grant Token which has expired before its redemption or has otherwise been cancelled and/or in respect of which payment of any grant funding in connection with the Grant Token is withheld , in each case for any reason other than due to Your Default (as defined in the following paragraph), the risk of that expiry, cancellation, withholding or clawback is to be borne by us alone and you will not be required to make any additional payment to us in respect of the resulting shortfall in what we will have been paid for the Eligible Software Product.

2.4 Except where Your Default has caused your Grant Token to be cancelled and/or payment of the grant funding covered by that Grant Token to be rescinded, you will not be required to make any payment to us (whether before or after delivery of Eligible Software Products) in respect of the relevant costs covered by the value of the Grant Token which were, or were due to be, covered by the relevant grant funding.

2.5 You will be entitled to funding for the Eligible Software Product for the Initial Period. Without prejudice to Clause 2 of this Agreement, we reserve the right to recover any sums paid to us by BEIS from you in connection with the Grant Token for any Eligible Software Product which is recovered from us by BEIS as a result of your cancellation of this Agreement during the Initial Period.

2.6 The Grant Token will not cover VAT and you will be liable for payment of VAT on the full value of the Eligible Software Product.

3 Exclusions

3.1 The following exclusions will apply under the Scheme.

3.1.1 The Grant Token will only apply to the Eligible Software Product and not to any other ineligible products being procured from us at the same time as the Eligible Software Product.

3.1.2 The Grant Token cannot be redeemed against products developed by partners or independent solution vendors intended to work with the Services and sold as integrated components or via an app store or marketplace.

3.1.3 The Grant Token cannot be redeemed against multiple Eligible Software Products.

3.2 The Grant Token will not cover:

3.2.1 Any implementation (custom development, design, assisted onboarding) services, any separate one-off payments; transaction costs, professional services beyond what it is included in the Agreement as standard, or infrastructure costs.

3.2.2 Any support and maintenance beyond what is included in the Agreement as standard, training beyond what it is included in the Agreement as standard, or application management services provided by us or a third-party to support system administration and overall operational support and management of the product.

3.2.3 Any Upgrades, extensions to the standard capacity limitations, back-up and recovery tools or services related to customer data management if the back-up and recovery services by us would be providing as part of delivering their cloud-based service does not include customer data, or business continuity or disaster recovery solutions.

4 Free trials

Any free trial period granted to you by us will not count towards the Initial Period. Any product which is eligible for a free trial period must be selected via the Help to Grow: Digital Platform, in order for the Grant Token to be processed in accordance with this Agreement and any relevant Terms and Conditions.

5 Data

We are permitted to share all information we have obtained from you with BEIS (and/or the Scheme Administrator) where necessary for the purposes of administering the Scheme and/or to report on any fraudulent activity. BEIS and the Scheme Administrator undertake to use and process your information provided by us in accordance with its obligations under the Data Protection Legislation and/or its privacy notice.