1. DEFINITIONS
(references to clauses and the schedule are to the clauses and Schedule to these Conditions)

“Conditions” the terms and conditions herein set out, including the Schedule and the Appendix thereto, as amended from time to time in accordance with clause 2.4, together with the terms of the Support Contract and of any relevant Third Party Licence

“Contract” a contract for the provision of Goods and/or Services by the Supplier to the Customer governed by these Conditions

“Court” a court of competent jurisdiction

“Customer” or “You” the Customer named in the Order

“Customer Hardware” all hardware and other equipment in the possession of the Customer which is not Supplier Hardware

“Delivery Date” an estimated delivery date specified in the Proposal and/or the Requirements Blueprint or otherwise, on which the Supplier will deliver Goods or Services

“Description” a description of the relevant Goods or Services as set out in the Proposal and/or the Requirements Blueprint and/or the Support Contract

“Documentation” the operating manuals, user manuals, technical literature and all other related materials giving instructions for the proper use of the Supplier Software, in human-readable and/or machine-readable form as from time to time updated by the Supplier

“Goods” Supplier Hardware and/or Licenced Software including any materials, spare parts or goods used in providing the Services

“IPR” all patents, copyrights, design rights, trade-marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements

“in writing” includes faxes and email

“Licensed Software” the Supplier Software and the Third Party Software

“Licensed Users” the persons permitted by the Supplier to use the Licenced Software as set out in the Proposal and/or the Requirements Blueprint

“Order” the Customer’s Order for Goods and/or Services on the terms of the Proposal or the Requirements Blueprint made either by email from the Customer, and if on the Supplier’s order form, on the Proposal or on the Requirements Blueprint (if any), signed by an authorised signatory of the Customer

“party” a party to the Contract

“Microsoft Dynamics Software” the Microsoft Dynamics CRM 2011 software, any updates or new versions of this software together with any software supplied by the Supplier in conjunction with Microsoft Dynamics Software for the efficient functioning of the Microsoft Dynamics Software

“Proposal” the Suppliers written proposal addressed to the Customer in respect of its supply of Goods and/or Services

“Requirements Blueprint” the Supplier’s detailed definition of the Goods and/or Services which the Supplier is willing to supply to the Customer

“Services” installation and configuration of Licensed Software onto the Customer’s system, IT consultancy, and training services which the Supplier agrees to supply to the Customer and the support and maintenance services all as described in the Proposal and/or the Requirements Blueprint and/or the Support Contract

“Site” the Customer’s place or places of business as specified in the Proposal

“Software Licence” the licence to use the Supplier Software granted under clause 3

“Supplier” or “We” or “Us” SiriusApp Limited of Unit 3, Gatehouse Close, Aylesbury, Bucks HP19 8DE, a UK registered company with company number 05200683

“Supplier Hardware” the hardware and other equipment and materials supplied by the Supplier

“Supplier Software” software programs proprietary to the Supplier

“Support Contract” the contract between the Supplier and the Customer for the provision by the Supplier of support and maintenance of Licensed Software

“System” the system consisting of Supplier Hardware, Supplier or Third Party Software and the Documentation

“Third Party Licence” the standard licence terms provided by relevant third parties for the use of Third Party Software

“Third Party Licensor” a licensor of Third Party Software

“Third Party Software” the software programs proprietary to third parties including Sage and Microsoft and resold or hired by the Supplier to the Customer with or without modification

“Warranty Period” any period referred to in Clause 12 (Warranties)

2. FORMATION OF CONTRACT

2.1 The Order constitutes an offer by the Customer upon these Conditions to purchase the Goods and/or Services in accordance with the Proposal and the Requirements Blueprint (if any).

2.2 A Contract shall be created upon the written acceptance of an Order by the Supplier, subject to any terms of such acceptance.

2.3 These Conditions shall apply to the Contract to the exclusion of any terms proposed, stipulated or referred to by the Customer except in the case of variation or amendment made pursuant to clause 2.4.

2.4 No variation or amendment shall be made to the Contract other than in writing, signed by a director of the Supplier and by a person
authorised by the Customer.

2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

2.6 The parties shall perform their respective obligations contained in the Proposal and/or the Requirements Blueprint, and in the Support
Contract, subject to the terms of these Conditions.

2.7 No Order which has been accepted by the Supplier may be cancelled by the Customer, except with the Supplier’s written agreement provided that a minimum of one week’s advance written notice is required to cancel any Services other than support or maintenance Services. Upon such cancellation the Customer shall pay the Supplier an amount equal to the actual time, materials and charges incurred by the Supplier up to the day of receipt of the Customer’s written request to cancel.

3. SOFTWARE LICENCE AND DOCUMENTATION

3.1 Third Party Software is supplied “off-the-shelf” pursuant to standard Third Party Licences, copies of which will be provided to the
Customer.

3.2 The Customer agrees to be bound by terms of such Third Party Licences; it shall use the Third Party Software only in accordance with the relevant Third Party Licences and shall indemnify and hold the Supplier harmless against any loss or damage which the Supplier may
suffer or incur as a result of the Customer’s breach of any Third Party Licence, howsoever arising.

3.3 A breach of any Third Party Licence shall constitute a breach of this Contract.

3.4 The Supplier grants the Customer a non-exclusive licence to use the Supplier Software for the period and for the purposes and in the
manner specified in the Proposal and/or the Requirements Blueprint and shall provide the Customer with copies of the Documentation. The Supplier shall supply the Customer with new releases of the Supplier Software in machine-readable form together with any related
amendments to the Documentation, at its standard rates for upgraded Supplier Software as shall from time to time be published on its
website.

3.5 The Customer shall not sub-licence, transfer or novate the whole or any part of this agreement or the Licensed Software nor create any lien or encumbrance over the Licensed Software.

3.6 The Licensed Software may be used only by Licensed Users.

3.7 The Licenced Software may be extended to additional Licensed Users, provided that any additional fee specified by the Supplier is paid to the Supplier before such use.

3.8 The Customer shall not (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Licensed Software in whole or in part except as required by law. The Customer shall not remove, modify, or
obscure any copyright, trademark or other proprietary rights notices contained in or on the Licensed Software.

3.9 The Supplier is also authorised by Microsoft Corporation to hire the Microsoft Dynamics Software. Rental of the Microsoft Dynamics
Software shall be upon the terms contained in the Schedule and the Appendix together with such of the other terms of these Conditions as
can be applied to and do not conflict with the terms set out in the Schedule and Appendix for the rental of such software.

4. SUPPLY OF SUPPLIER HARDWARE

4.1 The Supplier shall supply the Supplier Hardware specified in the Proposal and/or the Requirements Blueprint together with all related
documentation provided by third-party manufacturers of items of such Supplier Hardware.

5. SUPPLY OF SERVICES

5.1 The Supplier shall provide to the Customer the Services specified in the Proposal and/or the Requirements Blueprint and in the Support Contract at the rates therein set out.

5.2 Any additional Services required by the Customer may be provided by the Supplier at the Supplier’s standard rates then in force.

6. CUSTOMER OBLIGATIONS

6.1 In respect of Services to be provided by us, you shall:
(a) provide us with access, all reasonable cooperation and relevant information at all reasonable times to or in respect of
any premises (and to the computer equipment located there) at or on which the Licensed Software is being kept or used
and where you shall ensure that adequate and safe procedures are in place;

(b) notify us in advance of relevant regulations, statutory requirements any adverse conditions which may affect the Site
and obtain at your expense all consents necessary for the installation of the Goods at the Site; and

(c) provide electrical power, cabling and other equipment needed to install and test relevant Goods and to connect and
interface the Supplier Hardware with Customer Hardware.

6.2 In respect of the Licensed Software you shall:
(a) ensure that it is installed only on equipment which fulfils the pre-requisites for that software as prescribed in the Proposal, the
Requirements Blueprint and/or by any Third Party Licensor: and

(b) notify us as soon as you become aware of any unauthorised use of the Licensed Software.

7. SYSTEM ACCEPTANCE

7.1 We shall carry out the user acceptance testing on the System after its installation, as described in the Proposal and/or Requirements
Blueprint.

7.2 The System shall be deemed to have been accepted by you upon completion of such user acceptance testing, provided we have
demonstrated the System to be in proper working order.

7.3 We will impose an additional charge in respect of any changes or remedial work we are required to carry out to the System as a result of
any alterations made by you or any other third party (e.g. by loading additional software or hardware causing disruption to the System).
Such work shall not be covered by any Services obligations under the Contract or under the terms of any warranty.

8. PRICE AND PAYMENT

8.1 The price payable for the Goods and/or Services and any delivery costs and other expenses charged are set out in the Proposal and/or the Requirements Blueprint provided that, if no Order is placed within 30 days following the date of the later of the Proposal and the
Requirements Blueprint, the Supplier reserves the right to change any or all of such prices.

8.2 All prices are quoted exclusive of VAT which shall be payable by the Customer upon receipt of a valid VAT invoice from the Supplier.

8.3 Payment for Supplier Hardware, Supplier Software and Services shall be made within 30 days after the date of the related invoice(s).

8.4 Payment for Third Party Software shall be made within 7 days after the date of the related invoice.

8.5 Rental payments for Microsoft Dynamics Software shall be paid one month in advance and invoiced on a monthly basis.

8.6 All payments shall be made in full in cleared funds, without set off or counterclaim.

8.7 Interest shall be payable on demand on any overdue invoice together with the overdue amount at 4% per annum above the base rate for the time being of The Bank of England. Such interest shall accrue on a daily basis and be compounded quarterly. The Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and Late Payment of Commercial Debts Regulations 2002.

8.8 Failure to pay in cleared funds on the due date for payment shall allow us, without prejudice to our other rights, to suspend further
deliveries of Goods or Services or stop Goods in transit under this or any other Contract unless and until such payment is received.

9. TITLE AND RISK

9.1 Risk in the Goods shall pass to the Customer at the time of their delivery by the Supplier to the Site.

9.2 Ownership in the Goods shall pass to the Customer when the Supplier has received in full in cleared funds all sums due to it in respect of the Goods and all other sums which are or which become due to the Supplier from the Customer on any account.

9.3 Until ownership in the Goods has passed to the Customer under clause 9.2, the Customer shall:
(a) hold the Goods on a fiduciary basis as the Supplier’s bailee;

(b) store the Goods (at no cost to the Supplier) in satisfactory conditions and separately from all the Customer’s other goods and
equipment or that of a third party, so that they remains readily identifiable as the Supplier’s property;

(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and

(d) keep the Goods insured on the Supplier’s behalf for their full price against all risks with a reputable insurer, ensure that the
Supplier’s interest in the Goods is noted on the policy, and hold the proceeds of such insurance on trust for the Supplier.

9.4 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or where the Customer’s right to possession has terminated, to remove them. The costs of repossessing the Goods shall be borne by the Customer.

9.5 The Supplier’s rights in this clause 9 shall remain in effect notwithstanding termination of the Contract for any reason.

10. IPR

10.1 The IPR in the System (other than the Third Party Software), the Supplier Software and the Documentation are, and shall remain, the
property of the Supplier.

10.2 The IPR in the Third-Party Software is and shall remain the property of the relevant Third Party Licensor.

10.3 The Customer acquires no rights in the Licensed Software other than those expressly granted under these Conditions or those of the
relevant Third Party Licence.

10.4 The Customer shall use reasonable endeavours to prevent any infringement of the IPR’s in the Licensed Software and shall promptly report to the Supplier any such infringement that comes to its attention, and in particular shall:
(a) make each Licensed User aware, before using the Licensed Software of the provisions of these Conditions; and

(b) implement suitable disciplinary procedures for employees who make unauthorised use or copies of the Licensed Software; and

(c) not allow third parties access to the Licensed Software without the Supplier’s prior written consent.

11. DELIVERY

11.1 Delivery Dates are approximate unless we otherwise specifically agree in writing.

11.2 We will not be liable for any delay in the delivery of Goods or Services caused by circumstances within the scope of clause 16 or by your failure to provide us with adequate delivery instructions.

11.3 We accept no liability for any damage sustained to Goods during transit where carriage has not been arranged by us.

11.4 If you fail to take delivery of an Order on the Delivery Date because of your own acts or omissions, the price for the Goods and any Services shall remain payable without reduction save that we may, in our absolute discretion agree to amend the Proposal and/or the
Requirements Blueprint but reserve the right to increase our prices commensurate to any increase in the cost of carrying out our obligations caused by a delay.

12. WARRANTIES

12.1 We are duly authorised and have all consents necessary to enter into and perform our obligations under these Conditions.

12.2 You accept responsibility for the selection of the Licensed Software, acknowledge that it is fit and suitable for your purposes and that your computer systems meet any recommended technical requirements specified by us and/or the other proprietors of Licensed Software.

12.3 The Licensed Software loaded onto Supplier Hardware or onto Customer Hardware where such hardware complies with the requirements set out in clause 6.2(a) above, will conform in all material respects with its Description for a period of six months after completion of its installation.

12.4 We do not warrant that the use of the Licensed Software will be uninterrupted or error-free.

12.5 The Supplier Hardware shall for a period of 12 months after completion of its installation conform in all material respects with its
Description.

12.6 Where reasonably possible, we shall pass on to you the benefit of manufacturer’s warranties relating to the Goods.

12.7 We shall carry out the Services with reasonable care and skill.

13. THIRD PARTY SOFTWARE

13.1 Whilst Third Party Software is sourced from reputable Third Party Licensors, its quality and features are a matter for such Third Party Licensors and the terms of the Third Party Licences.

13.2 The Third Party Software is not fault-tolerant and is not guaranteed to be error free or to operate uninterrupted.

13.3 The Customer shall not use the Third Party Software in any application or situation where its failure could lead to death or serious bodily injury, or to severe physical or environmental damage (“High Risk Use”) and shall indemnify and hold harmless Third Party Licensors from any third-party claim arising out of any High Risk Use by the Customer of the Third Party Software.

13.1 To the extent permitted by applicable law, all warranties by and any liability of Third Party Licensor or their suppliers for any damages, whether direct, indirect, or consequential, arising from the Third Party Software, are excluded.

14. REMEDIES

14.1 The provisions of clause 14.2 shall only apply if, within the relevant Warranty Period:
(a) you notify us in writing within seven days of the time when you discovered or ought to have discovered any defect or
fault in the Licensed Software or Supplier Hardware which results in a failure to conform in all material respects with
Description; and

(b) you supply us with all the information necessary to assist us in resolving the defect or fault and we have a reasonable opportunity of examining the Licensed Software or Hardware and, if we so ask, you return the same to the Supplier’s place of business at the Supplier’s cost for the examination to take place there.

14.2 Subject to clause 14.1, we shall, at our option, either repair or replace the relevant Supplier Hardware and/or Licensed Software or give you notice terminating the Contract with immediate effect, whereupon provided that you return to us the relevant Supplier Hardware and/or Licensed Software and all copies thereof , we will refund such proportion of any payments made under the Contract as we deem reasonable, taking into account your use of the Licensed Software and/or Supplier Hardware up to the date of such termination.

14.3 Any repaired or replacement Licensed Software or Supplier Hardware shall be under warranty for the unexpired portion of the relevant Warranty Period.

15. LIMITATION OF LIABILITY
15.1 No liability is limited or excluded for fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other matter which may not be excluded by law.

15.2 Subject to the provisions of clause 15.1 and except as otherwise provided under the

15.5 We shall in no circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for any of the following loss or damage whether known, foreseen or foreseeable:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

(b) any loss or corruption (whether direct or indirect) of data or information;

(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or

(d) any loss or liability (whether direct or indirect) under or in relation to any other contract; or

(e) indirect, incidental, special, punitive loss or damage.

15.6 Subject to clause 15.1, our aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation
(whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the
Contract (including any liability for the acts or omissions of our employees, agents and sub-contractors) shall be limited to the total amount paid under the Contract by the Customer to the Supplier during the 12 month period immediately before the date on which the cause of action first arose or, if the cause of action arose during any period before 12 months had elapsed from the commencement of the Contract, during that shorter period.

16. FORCE MAJEURE

16.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by circumstances beyond its reasonable control, provided that such party notifies the other party of such circumstances as soon as practicable and that if the period of delay or non-performance continues for 90 days or more, the party not affected may terminate this agreement by giving 14 days’ written notice to the other party.

17. CONFIDENTIALITY AND SUPPLIER’S PROPERTY

17.1 You shall keep in strict confidence all technical or commercial know-how, descriptions, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to you by us or our agents, and any other confidential information concerning the Supplier’s business or its products which you may obtain. You shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging your obligations to us, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind you.
17.2 All materials, equipment and tools, drawings, descriptions, specifications and data supplied by us to you but not sold to you, shall at all times be and remain our exclusive property, but shall be held by you in safe custody at your risk and maintained and kept in good condition by you until returned to us, and shall not be disposed of or used other than in accordance with the our written instructions or authorisation.

17.3 This condition 17 shall survive any termination of the Contract.

18. TERMINATION

18.1 Without prejudice to any other right or remedy available to us, we may terminate the Contract immediately without liability to the
Customer whereupon if any Goods and/or Services are unpaid for, the price payable therefor shall become immediately due and payable
notwithstanding any previous agreement or arrangement to the contrary, if:

(a) the Customer fails to pay any amount due under these Conditions and remains in default not less than 21 days after being notified in
writing to make such payment; or

(b) the Customer encumbers or in any way charges the Goods; or

(c) the Customer commits a material breach of any of these Conditions and (if such a breach is remediable) fails to remedy that breach within 21 days of being notified in writing of the breach; or

(d) an order is made or a resolution passed for the winding up of the Customer; or

(e) an order is made for the appointment of an administrator of the Customer, or documents are filed with a Court for the appointment of an administrator of the Customer, or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(f) a receiver is appointed of any of the Customer’s assets or undertaking, or if any other person takes possession of or sells the Customer’s assets; or

(g) the Customer makes any arrangement or composition with its creditors, or makes an application to a Court for the protection of its
creditors in any way, or if an individual, becomes bankrupt; or

(h) the Customer ceases, or threatens to cease, to trade; or
(i) the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

18.2 Termination of the Contract, however arising, shall not affect or prejudice the accrued rights of the parties or the continuation of any
provision expressly stated to survive or implicitly surviving termination.

18.3 Upon termination for any reason:
(a) all Services granted to the Customer in respect of the Licensed Software shall cease;

(b) the Customer shall immediately pay to the Supplier any sums due to the Supplier under the Contract; and

(c) the Customer shall return all of the Supplier’s Hardware, failing which, the Supplier may enter the premises where they are kept and
take possession of it. Until the Supplier’s Hardware is returned or repossessed, the Customer shall be solely responsible for its safekeeping.

19. MISCELLANEOUS

19.1 All notices given under these Conditions shall be in writing.

19.2 A waiver of any right or remedy under these Conditions shall not be deemed a waiver of any subsequent breach or default.

19.3 The Supplier acts as an independent contractor and not as a partner or agent of its suppliers or of the Third Party Licensors.

19.4 The invalidity, illegality or unenforceability of any provision of these Conditions shall not affect any of the other Conditions which shall remain in full force and effect.

19.5 These Conditions are governed by English Law and the parties submit to the non-exclusive jurisdiction of the English Courts.

THE SCHEDULE
Terms of Rental of Microsoft Dynamics CRM Software

1. The Supplier shall provide the Customer with a suitable server (“Server”) to host the Microsoft Dynamics Software and shall install the Microsoft Dynamics Software onto the Server.

2. The Microsoft Dynamics Software may only be used by the Customer on the Server and pursuant to the terms of this rental agreement.

3. The Supplier shall hire and the Customer shall rent the Microsoft Software and the Server for a minimum term of 12 months with a
minimum of [ ] Licensed Users.

4. Additional Licensed Users may be added upon written request to the Supplier and will be charged at the monthly Licensed User fee
referred to in paragraphs 6 and 7 below.

5. The rental term shall not commence unless and until the Microsoft End User Licence in the form set out in the Appendix to this
Schedule is agreed to by the Customer and signed and dated by an authorised representative of the Customer, who shall be given a copy of the signed document.

6. The rental fee payable for the Microsoft Dynamics Software and the Server per Licensed User per month shall be [£ ] plus VAT and
shall be paid monthly in advance in cleared funds on the [ ] of each month.

7. The Supplier reserves the right during the rental term, upon giving 1 month’s notice to the Customer to increase the fee quoted in line
with any price increases imposed on the Supplier by Microsoft.

8. The Customer shall provide all cabling and other equipment needed for the installation of the Server at the Site, including any equipment
needed to connect and interface the Server with the Customer Hardware.

9. The Customer shall be responsible for maintaining electrical power to the Server and for maintaining its subscriptions which give it
access to relevant networks.

10. The Server shall remain the sole property of the Supplier and shall be returned to the Supplier in the same condition in which it was
supplied to the Customer (fair wear and tear accepted) upon termination for whatever reason, of this rental agreement.

11. The Supplier shall maintain the Server during the rental term and shall replace the Server if it fails to function for any reason not due to
a breach by the Customer of paragraph 12 below.

12. The Customer shall be liable for any wilful or accidental damage caused to the Server during the rental agreement other than as a result of its inherent failure and shall insure the same in accordance with clause 9.3(d) of the above Conditions.

13. The Supplier agrees to replace the Server in the event that the rental term or consecutive rental terms exceed 3 years.

14. The Supplier shall be entitled to terminate this rental agreement at any time upon giving written notice to the Customer in the event that
the Customer fails to pay the rental fee in accordance with paragraph 6 above or is otherwise in breach of the terms of this rental agreement
including or of any of the Supplier’s Conditions which are deemed incorporated in this rental agreement.

15. The Supplier is authorised to enter onto the Site in order to maintain the Server and, upon termination of this rental agreement, to remove and collect the Server and the Microsoft Dynamics Software, in respect of which the Customer shall provide all reasonable cooperation to the Supplier.

16. To the extent that any of the terms and conditions of this Schedule conflict with any of Conditions 1 to 19 of the Supplier’s main Terms
and Conditions, the terms and conditions of this Schedule shall prevail in respect of the rental of Microsoft Dynamics CRM Software.