End User License Agreement

This End User Licence Agreement (“EULA”) governs Your use of the Software.

By accessing or using the Software in any manner, you acknowledge that you have read, understood, and agree to be bound by this EULA. Any indication of non-acceptance of these terms including but not limited to declining to accept them when prompted will result in the immediate loss of, or denial of, access to the Software. Continued use of the Software following any modification to this Agreement constitutes your acceptance of the modified terms.

The Software may be licensed to You either directly by IRIS Software Group or by an authorised Reseller. Regardless of the party from whom You obtain the Software, the Software is licensed, not sold, and Your use of the Software is subject to the terms of this EULA.

The Software and Services listed below are covered by this EULA, but may no longer be available for new purchases. This list is non‑exhaustive and may be updated by IRIS from time to time.

If You purchase Third Party Software in addition to any of the Software or Services listed below, such Third Party Software will be governed by Section 3 of our General Terms and Conditions, as published on our website. For Software and Services with additional applicable sections under our General Terms and Conditions, those terms are supplemental to, and do not replace, the terms of this EULA.

Version and Document Control

1 Definitions and Interpretation

1.1 The following definitions and rules of interpretation are applicable in relation to this EULA and apply to any Service provided under an Order.

1.2 In this EULA, the following expressions have the following meanings:

1.3 Unless the context otherwise requires, the singular shall include the plural and vice versa and words denoting any gender shall include all genders.

1.4 References to any statute or any section of any statute include any statutory amendment, modification or re-enactment and instruments and regulations under it in force, unless the contrary is stated. References to any rules, regulations, codes of practice or guidance include any amendments or revisions thereof.

1.5 A reference to writing or written includes any method of reproducing words in a legible and non- transitory form.

1.6 References to include , includes , including and included shall be construed without limitation to the generality of the preceding words.

1.7 Clause headings are inserted only for convenience and are in no way to be construed as part of this EULA.

1.8 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.9 A reference to indemnify or indemnifies means on demand to indemnify and keep indemnified, and hold harmless, the Party to be indemnified on an after tax basis.

1.10 References to a law of the European Union include a reference to that law as incorporated into the laws of the United Kingdom at any time before or after the United Kingdom ceased to be a Member State of the European Union.

2 Provision of Services

2.1 Please read these Terms carefully before using our Services, by using the IRIS Services You accept and agree to be bound to: (a) this EULA; and (b) our Privacy Policy https://www.iris.co.uk/privacy-policy/ . .

2.2 Any Deliverables, agreed with Us will be produced based on the data, information and explanations supplied by You or any third party, You acknowledge and accept that it is not our responsibility to verify the accuracy of this information. We do not warrant or guarantee the accuracy or completeness of any information provided either by Us or any third party based on the Data You provide.

2.3 We shall only be obliged to provide the Services during Service Hours, where such Services allow You remote access to data, this will be on a continuous basis (i.e., inclusive of outside of standard Service Hours), subject to this EULA.

2.4 We may suspend any Service or any User’s access to any Service without notice and without any liability to You if:

2.4.1 the Service or Licensed Materials are being used in breach of this EULA or in a way which We reasonably believe amounts to fraudulent or illegal activities, or the infringement of the IPR of any third party;

2.4.2 there is an actual or perceived security risk, attack, or breach of security (including breach of clause 24 of this EULA) in respect of which We reasonably believe that the suspension of the Service is necessary to Yours or Our network or a third party network;

2.4.3 if required by law or regulation or as compelled by a law enforcement or government agency or other relevant regulatory agency or;

2.4.4 We reasonably suspect the services are being utilised for unlawful, immoral, or illicit purposes.

3 Licence

3.1 Subject to the terms of this EULA with, Us or our Reseller, We grant You a non-exclusive and non-transferable Licence during the Term to use/have access to the Licensed Materials in accordance with this EULA and any other terms of use applicable to a particular Service which must be accepted before using the Service.

3.2 Unless otherwise set out in an Order or Service-specific terms, You shall not without Our express prior written consent:

3.2.1 transfer or distribute (whether by licence, loan, rental, sale or otherwise) or otherwise deal in, charge or encumber all or any part of the Licensed Materials to any other person or entity, or, subject to the contents of an applicable Order, use the Licensed Materials on behalf of any third party or make available the same to any third party;

3.2.2 use or attempt to use the Licensed Materials or any of the Software’s output or permit any third party to do so to provide a data processing service to any third party, or otherwise contrary to this EULA;

3.2.3 translate or adapt the Licensed Materials for any purpose nor arrange or create derivative works based on the Licensed Materials;

3.2.4 make, or permit any third party to make, for any purpose (including without limitation for error correction) any alterations, modifications, additions or enhancements to the Software or Services except as specifically described in the Documentation;

3.2.5 permit any third party to, alter, adapt, make error corrections to, decompile, reverse engineer or disassemble the Software or any part or permit the Software to be combined with any other programs except that You may decompile the Software only to the extent permitted by law;

3.2.6 allow the Software to be used by any person who is not an employee, agent or officer within any of Your Group Companies.

3.3 You may not, or permit any User or third party to:

3.3.1 copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit or distribute or any portion of the Software and/or Licensed Materials (as applicable) in any form or media or by any means;

3.4 reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or reverse compile, alter, adapt, make error corrections to, decompile, reverse engineer, disassemble or otherwise reduce to human-perceivable form the Software or any part or permit the Software to be combined with any other programs; or

3.5 access all or any part of the Software, Services and Licensed Materials in order to build a product or service which competes with the Software and Services.

3.6 You may not, or permit any User or third party to, without Our prior express written consent:

3.6.1 make any copies of the Documentation, excluding the printing of help files which is permitted in so far as the making of such copies are necessary for the use of the Software permitted by the License. Such copies will belong to Us.

3.6.2 remove or cause the removal of any proprietary marking, including any trademark or copyright notice, on or in the Software, Services and Licensed Materials or which is visible during its operation or which is on any physical media or on any Documentation.

3.7 You retain any of Your IPR in Your content which You upload, but in uploading that content, and while that content in on Our system, You grant us an irrevocable, worldwide licence to use, store and copy that content and to distribute and make it available to third s (subject to S.2 clauses 12 (Data Protection) and 15 (Confidentiality) of this Agreement) to enable and support such purposes. .

4 Permitted Use

4.1 You shall follow all lawful and reasonable instructions given by Us from time to time in relation to the use of the Licensed Materials and Services.

4.2 You shall use appropriate hardware and software to operate the Software and to access the Licensed Materials in accordance with the Specification.

4.3 You may not access or use the Software other than as specified in this EULA without Our prior written consent.

4.4 Subject to clause 19, You may use the Licensed Materials for processing Your own data or data relating to Your clients or suppliers for Your own internal business purposes including, the processing of data to provide services to Your third party customers.

4.5 You may not make or allow any third party to make any alteration, addition, modification, or enhancement to the Software that We deem may cause or actually cause a degradation in the Service either to You or Our customers, and You acknowledge that additional fees may be payable on any change of use authorised or approved by Us.

4.6 Where We reasonably consider that there has been any attempt by You, Your agents or contractors to tamper with the Software or where Your system and/or the Equipment has ceased for any reason to be capable of running the Software at its full functionality, We reserve the right to refuse to provide Release Codes, Support and the Services at any time.

4.7 If You or any of Your end-users use any communication tools available through the Website or Software, You agree only to use such communication tools for lawful and legitimate purposes. You must not use such communication tools for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mailing or spamming, files that may damage any other person’s computing devices or software, content that may be explicit or offensive to any other users of the Services or the Website, or material in violation of any law.

5 Proprietary rights

5.1 You may not use any Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates the IPR or any other right of any person, or that violates any applicable law.

5.2 All copyright, database rights and other IPR in the Licensed Materials or Deliverables and rights in any copies of them constitute Our valuable property and shall at all times belong to Us or Our licensors and You shall have no rights in the Licensed Materials except those expressly granted under the terms of this EULA.

5.3 You shall notify Us immediately if You become aware of any unauthorised access to, use, copying or disclosure of, any part of the Licensed Materials including any feature of the design or structure of any database by any person and permit Our staff, immediate remote access to the Licensed Materials or, immediate access to the Location or such other location as necessary or appropriate to ensure and monitor compliance, or if we have reasonable suspicions of non-compliance. We reserve the right to suspend Services upon any failure by You to grant such access.

6 Support (where applicable or if purchased)

6.1 Maintenance Releases or details of such releases may be issued by Us from time to time at Our discretion. Only the Maintenance Releases or the Current Release of the Software will be supported by Us, no other previous version of the Software.

6.2 Support covers assistance in relation to operational errors that make the Software unusable when operated in conformity with the online user instructions. We will use reasonable endeavours to attempt to correct such errors or assist You to avoid those errors.

6.3 We will use reasonable endeavours to provide the Support promptly having regard to the availability of personnel, necessary supplies and facilities.

7 Your Obligations

7.1 You acknowledge and agree that for Us to be able to provide the Services, You will and will ensure that Your staff, consultants and contractors will:

7.1.1 transfer all necessary and relevant data and information in the format and medium advised by Us;

7.1.2 ensure all data and/or information transferred to Us is full, error free and accurate (where applicable You will also provide Us appropriate test scripts, tests and test data);

7.1.3 co-operate and assist Us in the performance of the Services and provide facilities for remote testing and diagnostic purposes;

7.1.4 ensure that all Users access and use the Service strictly in accordance with the Terms and Conditions of this EULA and any other applicable terms of use; and acknowledge and agree that the Customer shall be fully and solely responsible for any acts or omissions of any User, whether authorised or unauthorised, as if such acts or omissions were those of the Customer itself.

7.1.5 notify Us/Reseller promptly by notice in writing if the Software is not operating correctly or of any other problem with the Software.

7.2 You undertake:

7.2.1 not to provide or otherwise make available the Software in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) in any form to any person other than Your employees, temporary staff, agents or sub-contractors without Our prior written consent;

7.2.2 to comply with all applicable laws, regulations, and service guides in relation to Your activities under this EULA;

7.2.3 to ensure that the operating system and compiler and any other software with which the Software will be used is either Your property or it is legally licensed, hired or leased to You or for use with the Software;

7.2.4 to ensure that the Software meets the needs of Your business or purpose before signing any Order. You are solely responsible for your actions, Deliverables You agree to and Your use of the Software.;

7.2.5 to allow Us to monitor any License metrics or Monthly Usage of the Software and to provide Us with full and accurate information and requested data as required in order for Us perform the Services.

7.2.6 to ensure that You backup all Your data and information whether stored on the Equipment, Your computer equipment, file server, workstations, computers or otherwise before any such data or information is transferred to Us or before You or We install any Software.

7.2.7 You acknowledge and agree that Our sole liability in respect of any loss, damage, or corruption of data shall be strictly limited to taking reasonable steps to restore the most recent available backup of such data, and We shall have no further responsibility or liability arising from or relating to any such loss, damage, or corruption.

7.2.8 The Licence is restricted to the number of Licences or other software Licence metrics specified in an Order, unless otherwise agreed. Where no such number is specified, the Licence shall be limited to a single unique User. It is Your responsibility to ensure that any Order, invoice, or other written notification issued by Us or Our Resellers accurately reflects the applicable Licence metrics. If, at any time during the Term, the number of Licences or other Licence metrics increases, You must notify Us in writing as soon as reasonably possible to request an amendment. You acknowledge and agree that any failure to notify Us of an increase in Licence metrics or usage shall not relieve You of Your obligation to pay for such increased usage.

7.3 You shall procure all necessary rights and consents from third parties (including, without limitation intellectual property licences in relation to computer software) which are from time to time required for Us to be able to provide the Hosting Services, Support and/or Services. While Your commercial obligations remain with IRIS, Third Party Software may be subject to a Third Party EULA and additional privacy policies to which You will be bound. We recommend that You read any Third Party EULA.

7.4 You acknowledge and agree that, in order for Us to provide the Services, You shall, and shall procure that Your staff, consultants, and contractors shall, supply and transfer to Us all necessary and relevant data and information in the format, medium, and within the timescales reasonably requested by Us. You further agree to ensure that all appropriate checks are undertaken on the accuracy and completeness of any data prior to its submission to Us, and You acknowledge that You remain solely responsible for the submission and accuracy of all payroll data provided. You represent and warrant that You have obtained, and shall maintain, all necessary rights, permissions, and consents (including any required from staff, consultants, contractors, or other data subjects) to lawfully provide such data and information to Us for the purposes of this Agreement.

8 Warranty

8.1 For a period of ninety (90) calendar days from the Commencement Date and subject to (i) normal and correct use by You in conformity with any instructions, user guide and manuals provided by Us; (ii) no modifications being made to the Software or Services by anyone other than Us; (iii) no combination, operation or use of the Software with any items not approved by Us; (iv) Our adherence to Your specifications or instructions; (v) errors caused by or related to internet connections; We warrant that the functionality of the Software, when correctly used, as stated above both in this clause and in conformity with the user guide in the help function in the Software and/or the Documentation, on the Equipment, will operate substantially in accordance with the Specification or Documentation.

8.2 Our obligation and Your exclusive remedy under the warranty given in clause 8.1 is limited soley to fixing errors in the Software or Services within a reasonable period of time. All other conditions (i.e., terms not located in this EULA), warranties or other terms which might have effect between the Parties or be implied or incorporated in this EULA whether by statute, common law or otherwise, are hereby excluded including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care (to the extent permitted by law).

8.3 Unless prior written notice of any alleged default is received from You within fourteen (14) calendar days of the date of the alleged default, We will in the case of Software have no liability or obligation under clauses 8.1 or 8.2. The warranty in clause 8.1 shall not apply to any Software developed or modified under this EULA.

8.4 You acknowledge that it is Your responsibility to ensure that the functionality, performance and suitability of the Software meet Your requirements and that We and Our Reseller will not be liable for any failure of the Software to provide any facility or function not described in the Specification or Documentation or for any failure of the Software attributable to any modification to the Software or the Equipment by persons other than Our staff or combination of the Software with other software or equipment without Our express prior written consent.

8.5 We will use reasonable care and skill in performing the Services.

8.6 THE SERVICES PROVIDED BY US ARE ON AN “AS IS” BASIS. EXCEPT AS PROVIDED IN THIS EULA:

8.6.1 NO FURTHER WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE AS TO THE CONDITION, QUALITY, PERFORMANCE, FITNESS FOR PURPOSE OF THE SERVICES PROVIDED HEREUNDER, OR IN RELATION TO ANY THIRD PARTY PRODUCT AND THIRD PARTY SOFTWARE IS GIVEN OR ASSUMED BY US; AND

8.6.2 WE MAKE NO WARRANTY OF ANY KIND THAT OUR SOFTWARE, OR ANY SERVICES OR RESULTS OF THE USE OF ANY SERVICE, WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

8.7 You warrant that you have full power and authority to enter into this Agreement and to perform your obligations under it. Where you are entering into this Agreement on behalf of a company, firm or other entity, the individual accepting or entering into this Agreement on your behalf warrants that they are duly authorised to bind you.

9 Indemnification

9.1 Subject to clause 9.4, We shall indemnify You against any claim that the normal use and access the Software, Services and any Licensed Materials infringes the IPR of any third party which are effective in the UK. In no event shall We be liable to You if You are in Material Breach of any agreement with Us or if the claim arises as a result of (a)the use of the Licensed Materials in combination with equipment or software not approved by Us, (b) by reason of alteration or modification not approved by Us or (c) where the claim arises because of a feature specified and requested by You, (d) You have used a release other than a current unaltered release of Our Software, if such an infringement would have been avoided by the use of a current unaltered release of Our Software, or (e) Third Party Software.

9.2 If the Service infringes or We reasonably believe it infringes the IPR of any third party which are effective in the UK, We shall have the right to (a) procure the continuing use of the infringing part (b) modify or replace the infringing part (c) refund an equitable proportion of the Licence Fee (d) terminate all or a part of the Services, any Order, or this EULA. The exercise of any of these options shall operate as an entire discharge of Our liability to You under clause 9.1.

9.3 Subject to clause 9.4, You shall indemnify Us against any losses, damages, costs (including legal and other professional fees) and expenses incurred by or awarded against Us as a result of;

any losses resulting from any third party allegation or claim that Your data, or the use of Your data with any of the Services in accordance with this EULA, infringes or misappropriates such third party’s IPR and any third party claims based on Your or any User’s: (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorised by this EULA; (iii) use of the Services in combination with data, software, hardware, equipment or technology not provided by Us or authorised by Us in writing; or (iv) modifications to the Services not made by Us

9.3.1 If applicable, should any Services allow You to apply Your own branding to the Services through the use of the customisation features of the Service, You shall be responsible and liable on a full indemnity basis for any alleged or actual third party IPR infringement.

9.3.2 Your failure to comply with the terms and conditions governing the use of any Third Party Software.

9.4 Should an indemnity event arise as under this clause 9, the indemnified party shall (a) give prompt notice of any claim to the indemnifying party (b) give the indemnifying party control of the defence and settlement of any claim (provided that the indemnifying party may not settle any third party claim unless the indemnified party consents to such settlement and provided that such settlement does not disrupt or adversely affect Our business) and (c) give all reasonable assistance (at its reasonable cost). The failure of the indemnified party to comply with the foregoing requirements shall not relieve the indemnified party of it’s obligations under this Section except to the extent the indemnifying party is prejudiced by such failure.

9.5 This Section states Our entire liability and obligations and is Your exclusive remedy with respect to any actual or alleged infringement of any intellectual property right by the Software or Services provided hereunder.

10 Liability

10.1 Nothing in this EULA shall in any way exclude or limit Your or Our liability for death or personal injury caused by negligence, or liability for fraudulent misrepresentation, or for any breach of Our obligations as to title under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 or for any other liability which by law it is not possible to exclude or limit.

10.2 Both Parties’ total aggregate liability arising under or in connection with this EULA including in relation to any Order governed by this EULA for all losses in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise in connection with any claim or series of connected claims arising from the same cause shall in no circumstances exceed the total fees paid or payable (excluding VAT and expenses) for the applicable Order paid to Us in the twelve (12) month period prior to the occurrence of the event which triggered the claim(s). Such limitation will however not apply to Your obligations where You have indemnified Us, and clauses 10.1 of this EULA. Your limitation of liability shall be increased to one million pounds for any losses suffered by Us arising from Your breach of clause 20.4.

10.3 We shall have no liability to You in respect of defaults covered by clause 10.2 unless You notify Us within twelve (12) months of the date You became aware of the circumstances giving rise to the event(s) complained of.

10.4 You confirm that neither We nor any of Our representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the Software or Services and We expressly disclaim liability for any profit projections which may have been provided by You. You acknowledge and agree that We are not providing legal, tax, accounting, or investment advice to You or Your end-users in connection with the Services.

10.5 In no event:

10.5.1 will either Party be liable to the other in contract, tort, misrepresentation or otherwise for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, nor for any direct or indirect loss of profit, loss of anticipated profits, loss of revenue or loss of anticipated revenue (notwithstanding Your liability for payment of validly raised invoices), loss of savings or anticipated savings, loss of business opportunity, or loss or depletion or goodwill or reputation;

10.5.2 will we be liable to You for any non-submission or anomalies in submissions of Data to third parties not due to Our gross negligence or outside of Our control; increases in cost of working whether anticipated or not; loss or corruption of Data beyond that agreed, loss of use or loss of operating time and any costs and expenses associated therewith, loss or damage to Software or data which it contains (or the accuracy of any data Iin general either inputted or produced) or by the use of third-party add-on software whether or not the same are under warranty, the cost of purchasing elsewhere or otherwise which arise out of or in connection with this Agreement and whether or not foreseeable or made known to Us.

10.6 Subject to clause 13.2 (Assignment and Subcontracting) You accept and acknowledge that We are not responsible for the acts or omissions of any other third party suppliers, including but not limited to telecommunications and internet service providers and/or Your third party suppliers.

10.7 You acknowledge and agree that We are not responsible for the acts or omissions of any third‑party suppliers, including, without limitation, telecommunications or internet service providers and/or any third‑party suppliers engaged by You. Where the Services include functionality for file sharing by You or any third party, We accept no responsibility for the content of any files uploaded or shared. Although We may provide document storage or exchange functionality, We do not scan, monitor, or check any files for malicious software, and all responsibility for ensuring such files are free from harmful code rests solely with You.

10.8 You agree the exclusions and limitations set out in this Agreement are reasonable because (among other factors): the Software and Services are not developed specifically for You; whilst We follow proper industry standards, conducting all possible tests to guarantee error-free Software and Services is not economically feasible; and the allocation of risk between the parties in this Agreement is reflective of the level of fees paid by You.

10.9 We undertake to maintain appropriate Cyber, Technical and Professional Services Liability insurance with a reputable insurance provider for the duration of this Agreement. Upon request, We shall provide evidence of such insurance coverage, including a valid certificate of insurance within a reasonable period following Your written request.

11 Term and Termination

11.1 The terms of this EULA in relation each Order will commence on the Commencement Date and shall continue for the duration of the Minimum Commitment and shall remain in full force and effect for so long as Services are provided under any Order entered into pursuant to these Terms and Conditions or provided by Your service provider. From time to time, We may update these terms and conditions as communicated to you on Our Website.

11.2 The terms of this EULA in relation to each Order will commence on the Commencement Date and will continue for the duration of the Minimum Commitment. They will remain in full force and effect for so long as Services are provided under any Order entered into pursuant to these Terms and Conditions. Unless and until this EULA is terminated in respect of any Order in accordance with clause 11, this EULA shall automatically renew upon expiry of the Minimum Commitment for successive Renewal Terms equal in duration to the Minimum Commitment. From time to time, We may update these Terms and Conditions as communicated to You on Our Website and/or provided to You in the relevant Order or invoice. At the commencement of each Renewal Term, the Terms and Conditions as communicated to You or as published on Our Website will apply.

11.3 Upon any such renewal, the Licence of the Licensed Materials, Our obligation to provide the Services, and Your obligation to pay the fees in respect of the same shall (subject to any variation of the fees made pursuant to clauses 7.5 and/or 7.7) continue for the duration of the Renewal Term.

11.4 Either party shall be entitled to terminate this EULA forthwith by notice to the other if the other party:

11.4.1 where a Licence Period is for a duration of twelve (12) months or more, by giving ninety (90) days’ notice in writing to the other party, provided that the effective termination date is not earlier than the end of a Term; provided that, no termination of an Order by You shall be effective unless and until all outstanding amounts due and owing with respect to such Order have been paid in full; or

11.4.2 is in Material Breach of this EULA and either that breach is incapable of remedy, or (subject to clause 10.3) the other party fails to remedy the breach within thirty (30) calendar days of receipt of written notice setting out the breach and indicating that failure to remedy the breach may result in termination of this EULA; or

11.4.3 becomes the subject of a voluntary arrangement under section 1 of the Insolvency Act 1986, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or notice has been received of a pending appointment of or the appointment of a receiver, manager, administrator or administrative receiver over all or any part of its undertaking, assets or income, intends to pass or has passed a resolution for its winding-up, or has a petition presented to any court for its winding-up or for an administration order, or has ceased or threatened to cease to trade, or on the occurrence of any event analogous to the above in another jurisdiction.

11.5 We may terminate this EULA, including all or any part of any Order or access to any Software or Services:

11.6 You cannot terminate or vary (unless License metrics or Deliverables are increased) an Order prior to the end of the Minimum Commitment or current Renewal Term of that Order; in the event that You serve notice to terminate this Agreement in respect of any Order with a proposed termination date prior to the end of the Minimum Commitment or the then current Renewal Term, You shall remain liable to pay for the Service up to the end of the Minimum Commitment or the then current Renewal Term.

11.7 Termination of this Agreement in respect of any Order, however caused, shall not affect the rights of either party under this Agreement which have accrued up to the date of termination.

11.8 On termination of this EULA in respect of any Order, however caused, the Licence, the Services and Your right to access the Software will automatically cease and We may at Our discretion (but shall not be obliged to) and if applicable, allow You to have read-only access to the Software following the termination date to allow limited access to Data or files created using the Software.

11.9 If applicable, upon provision of notice of termination of this EULA You shall provide Us with instruction to either delete or transfer Your Data. Should You fail to provide Us with such instruction, the default position is that We may delete Your Data upon termination, expect where retention Is required by law. You acknowledge that Software and Services allowing self-extraction of Data will permit You to extract Your Data at any time before the termination of the EULA and that failure to extract Your Data will not prevent this EULA from terminating For the avoidance of doubt, You and/or any User are solely responsible for retention of accounting records in accordance with section 386 Companies Act 2006 or future equivalent legislation.

12 Force majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this EULA arising from any cause beyond its reasonable control (“Force Majeure Event”) and time for the performance of such impeded obligations shall be extended accordingly. If such event continues for more than ninety (90) calendar days and provided substantial performance is still impeded, either party may terminate this EULA forthwith by prior written notice without prejudice to the accrued rights of either party. Delays in payment obligations are excused only to the extent that payments are entirely prevented by the Force Majeure Event.

13 Assignment & Subcontracting

13.1 We may assign, sub-contract, novate or otherwise transfer any of Our rights or obligations under this EULA without Your consent to an IRIS Group Company.

13.2 Subject to Clause 19 (Data Protection) We may subcontract the performance of Our obligations under this Agreement to Consultants or an IRIS Group Company at Our discretion but shall remain solely responsible for the performance of such obligations.

13.3 You may only assign, sub-contract or otherwise transfer any of Your rights or obligations with Our prior written consent. If that is to an outsourcing provider, the Software must remain in the UK and the outsourcing provider must connect to the Software to meet its obligations and you will at all times remain responsible and fully liable for any of the actions of the outsourcing provider

14 Notices

Any notice required to be given pursuant to this EULA shall, unless otherwise expressly provided, be in writing, sent to the other party marked for the attention of the person at the address specified in this EULA or any Order, or to such other address as either party may from time to time notify to the other in writing in accordance with this clause, provided that in the absence of an address, We may send notices directed to You to Your registered address, notices directed to Us must be sent to IRIS Software Limited, Heathrow Approach, 470 London Road, Slough, SL3 8QY, Attention: Legal Department:

15 Severability

If any provision of this EULA is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

16 Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

17 Entire Agreement and Variation

17.1 This EULA and any document expressly incorporated in it contains the entire and only agreement between the Parties and supersedes all previous agreements between the Parties with respect to the subject matter hereof. Each party acknowledges that in entering into this EULA, it has not relied on any representation, undertaking, promise or statement whether oral or in writing which is not expressly set out in this EULA. We may revise and update these Terms of Use from time to time, in our sole and absolute discretion. All changes are effective immediately when we post to Our Website. Your continued use of our Services following the posting of revised Terms of Use means that you accept and agree to the changes. Except as expressly provided in this EULA all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law, or otherwise howsoever are excluded to the fullest extent permitted by law. Nothing in the foregoing shall however affect any liability for fraudulent misrepresentation.

17.2 No changes to any Service or an Order (including but not limited to Licence Metrics and any pre- agreed dates for the provision of the Services) or to the terms of this EULA which are requested by You shall be valid unless and until accepted in writing by Our authorised representative or by using an approved method of modifying a Service or an Order which We may provide at Our discretion.

17.3 You may not at any time submit, and IRIS will not be bound by and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of this EULA or which may be in any order, receipt, acceptance, confirmation, correspondence, or other document; including without limitation, any provisions or terms of any click-through agreement for IRIS to register with, or connect with, Your software, network, or platform. For the avoidance of doubt, submission or attempted submission of such additional or alternative terms and conditions or documentation shall have no effect on your obligations to make payment of any invoice for your use of any part of the Services.

17.4 Upon any variation or change to this EULA, the Licence of the Licensed Materials, Our obligation to provide the Services, and Your obligation to pay in respect of the same shall continue.

18 Third party rights

18.1 A person who is not party to this EULA shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA. You hereby acknowledge and agree that this EULA will not be enforceable against any Group or associated company of Ours, and Your sole recourse and/or any rights or remedies You may have whether in contract, tort or otherwise arising from Our failure to comply with the terms of this EULA will be against Us alone.

18.2 Any of Our Group Companies, and Our third party providers of any part of the Services if an enforcement right is specifically noted in this EULA, shall have the right to enforce any term of this EULA and receive any benefit of this EULA.

19 Data Protection

19.1 You will only provide Personal Data to Us in accordance with all applicable laws. We will process Your Personal Data in accordance with the Customer Data Processing Terms found on our current website: https:// www.iris.co.uk/customer-data-processing-terms/

19.2 You have a right at any time to stop Us from contacting You for direct marketing by writing to Us at Our registered office or unsubscribing at https://go.iris.co.uk/Preference-Centre.html

19.3 If applicable and relevant, We shall follow Our archiving procedures for data. Except for the provisions of the applicable governing law, in the event of any loss or damage to Personal Data, We shall not be responsible for any loss, destruction, alteration or disclosure of Your data caused by any third party (except those third parties sub-contracted by Us to perform services related to Your data maintenance and/or back- up).

20 Security & Privacy

20.1 Except as contained in this EULA, You shall own all rights, title and interest in all of Your Personal Data and other data sent through to Us and shall have sole responsibility for its legality, reliability, content, accuracy and quality.

20.2 Where applicable, You accept and acknowledge that for Us to provide You with Software, Services and Deliverables in accordance with this EULA, We and Our Consultants may have access (subject always to clause 19 above and this clause 20) to any data inputted by You in the Software. This access may be as a result of the following:

(i) routine maintenance of the service;

(ii) bugs & fixes;

(iii) updates/upgrades/improvements;

(iv) regulatory/legal compliance;

(v) upon Your request for any support/assistance; and

(vi) upon Your consent for any other reason.

20.3 To the extent the Software or Services use encryption , You must use a browser that supports such encryption technology in order to access the Software or Services. It is Your and Your Users responsibility not to access the Software or Services from a location that is not secure, would violate laws or would otherwise be inappropriate. You acknowledge that use of or connection to the Internet provides the opportunity for unauthorised third parties to circumvent security precautions and illegally gain access to the Software and Services and Customer data and that no form of encryption is 100% secure. Accordingly, subject to clause 19, We cannot and do not guarantee the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet.

20.4 You shall be solely responsible for the accuracy, content, quality, integrity and legality of Customer data and of the means by which You acquire Customer data. Where applicable, You authorise Us and Our Consultants to serve as the host and repository for the data You enter into the Software.

20.5 Both Parties will ensure commercially reasonable efforts to prevent any access, storage, distribution or transmission of any Virus. You shall ensure that the Equipment, systems or networks used by You in connection with the Software and/or Services are kept secure and free from any Virus that may corrupt, downgrade or lead to the failure in or adversely affect the reliability or functionality of the Software and/or the Services provided by Us. You are responsible to ensure all usernames, passwords and any other access credentials secure, confidential and protected from unauthorised use. We do not accept liability for any losses caused by unauthorised access unless caused directly by Our failure to comply with this Agreement. In the event of any Virus that was caused by You (including as a result of compromised credentials or failures in Your security controls), You shall be responsible for any losses suffered by Us and for the reasonable costs incurred by Us in investigating and remedying such incident.Where an infection of the Software or any disruption to the Services is caused by You, We reserve the right immediately to terminate this Agreement.

20.6 We reserve the right to process, collate, aggregate, analyse and use:

(i) any location data;

(ii) any traffic data;

(iii) any technical device information; and

(iv) any other data that has been anonymised prior to collation with other data by Us.

20.7 The purpose of processing the information detailed at clause 20.6 is to understand how the Software is used and to rectify any problems with the Software in relation to provision of Support and in order to provide a better service to You and other customers.

20.8 The Software and Services may utilise artificial intelligence (AI) to assist with tasks such as payroll calculations, compliance checks, and fraud detection as well as provide insight into the use of Our products for future development and enhancement. AI is used to enhance accuracy, support, efficiency, and regulatory compliance, but Our use of AI remains subject to human oversight. Our use of AI will be compliant with all applicable rules and regulations including Data Protection Laws.

20.9 We may share with third party partners or publicise the anonymised statistical data that results from Our analysis of the information at clause 20.6.

20.10 Where applicable, You acknowledge and agree that We may use cookies to operate the Software/Service and to monitor Your use of the Software/Service to maintain and improve the functioning of the Software/Service.

20.11 Further information can be found in Our Privacy Policy: http://www.iris.co.uk/assets/Uploads/Home/IRIS-Group-Privacy-Policy.pdf

You acknowledge that by using Our Software or Services, You or Your end users may be shown marketing related to Our other Software of Services.

20.12 We are under no obligation to complete excessive due diligence questionnaires, security assessments or similar information requests that fall outside Our standard documentation or published materials. Any agreement by Us to respond to such requests shall be at Our sole discretion

21 File Sharing and Uploading Content

21.1 Where applicable, certain Services may include functionality enabling You to upload, store, transmit or otherwise share files, data or other content with third parties, and for third parties to do the same with You (together, “Shared Content”). You represent and warrant that You have obtained all necessary licences, permissions and consents to provide, receive, store, process and share Shared Content via the Services. We may monitor Shared Content for compliance with this EULA, and We reserve the right, at Our sole discretion and without notice or liability to You, to remove, restrict access to, or delete any Shared Content, and/or to suspend or terminate Your access to the Services, where We reasonably consider that the Shared Content, or the activities of You or any third party using Your account:

(a) are unlawful, infringing, offensive or inappropriate;

(b) breach these Terms or any applicable law or regulation; or

(c) threaten, impair or compromise the integrity, performance, availability or security of the Services or of any other customer or third party.You are solely responsible for securing and backing up any of Your uploaded or shared content, and are solely responsible for the content, accuracy, and Information provided to Us in relation to any Service.

21.2 You are solely responsible for securing, backing up and maintaining independent copies of any Shared Content or other materials You upload, store or provide in connection with the Services. You are fully responsible for the nature, quality, integrity, legality, reliability and accuracy of all such Shared Content and all information provided to Us by You or on Your behalf.

21.3 Certain features of the Services may permit or facilitate the transfer, disclosure or export of data (including Personal Data) to third parties (including professional advisers such as accountants) at Your instruction or discretion. You acknowledge and agree that once such data has been transferred, disclosed or exported outside of the Services, We bear no responsibility or liability for the acts or omissions of those third parties, including their collection, storage, use or processing of such data, and that You remain solely responsible and solely liable for ensuring You have a lawful basis for such sharing and that such third parties comply with all applicable laws and regulations.

22 Confidentiality

22.1 Both Parties agree not to use or disclose Confidential Information relating to or owned by the other, received or disclosed to it by the other party during the term of this EULA, save for use or disclosure required in order to perform their respective obligations under this EULA. Disclosure shall be limited to such of the receiving party’s employees, officers, agents, professional advisors, or contractors directly involved in performing the receiving party’s obligations.

22.2 The Parties agree that information is not to be regarded as confidential and that the receiving party will have no obligation regarding confidentiality where that information is already in the public domain or enters the public domain through no fault of the receiving party, or is received from a third party without any obligations of confidentiality, or is used or disclosed with the prior written consent of the owner of that information, or is disclosed for a proper purpose to a public authority or any regulatory body, or to a court of law in the UK, or is independently developed by the receiving party.

22.3 Any Confidential Information will be returned or destroyed by the receiving party forthwith at the prior written request of the owner.

22.4 You may not use Our name or branding (or those belonging to any of Our Group Companies) in any form of advertising or publicity materials without Our prior written consent, which We may grant, withdraw, condition, or reject at any time in Our absolute discretion.

23 Compliance

23.1 Each party shall comply with all applicable laws and regulations in relation to its activities under this Agreement.

23.2 Anti-Bribery and Corruption: Both Parties

23.2.1 warrant and represent that they have not and will not engage in any act that would constitute an offence under the Bribery Act 2010, or any applicable anti‑bribery or anti‑corruption laws in any jurisdiction in which they operate;

23.2.2 shall not (and shall ensure that its directors, officers, employees, agents, subcontractors and any other person acting on its behalf (together, “Associated Persons”) do not): (a) offer, promise, give, request, agree to receive or accept any bribe; (b) make or accept any facilitation payment; (c) offer, give, request or accept any “improper advantage”; or (d) engage in kickbacks, secret commissions, or any other conduct which could reasonably be regarded as corrupt;

23.2.3 represent and warrant that they have, or will implement, adequate anti‑bribery and anti‑corruption procedures appropriate to their business and risk profile, and that such procedures will be maintained, enforced and updated as necessary to ensure ongoing compliance with applicable anti‑bribery and anti‑corruption laws;

23.3 undertake to notify the other Party immediately in writing if: (a) it becomes subject to, or involved in, any investigation, inquiry or enforcement action relating to anti‑bribery or anti‑corruption compliance by any governmental, regulatory or law enforcement authority; (b) it becomes aware of any breach of this clause 16.2 by any of its Associated Persons; or (c) any event occurs or information comes to its attention which might reasonably be expected to affect its ability to comply with this clause 16.2.If either party reasonably suspects the other party is in breach of S.2 Clause 16.2, that party may audit the other’s procedures to ensure it is satisfied that such procedures are adequate. If the procedures are found to be materially inadequate, the defaulting shall improve its procedures to an adequate standard be solely responsible for the costs of such audit and improvement to its procedures.

24 Sanctions, Anti-Money Laundering and Financial Crime Compliance

24.1 For the duration of this EULA, You warrant and represent that neither You nor any of Your beneficial owners, officers, or directors are: (a) listed on, or the target of, any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the UK, EU, U.S., UN or any other applicable authority (“Sanctions Laws”); (b) owned or controlled (directly or indirectly) by any person that is so listed or targeted; or (c) acting, directly or indirectly, on behalf of any such person.

24.2 You shall ensure that You do not use the Software or Services supplied under or in connection with this EULA in any manner that would cause Us or any IRIS Group Company to breach any applicable Sanctions Laws. You shall not, directly or indirectly, sell, export, re-export, transfer, provide, make available or otherwise use the Software or Services: (a) for or on behalf of any person or entity that is a target of Sanctions Laws; (b) in, to, from, or for use in any country or territory that is subject to comprehensive sanctions, embargoes or trade restrictions under applicable Sanctions Laws (“Restricted Territory”); or (c) for any end-use or end-user prohibited under applicable Sanctions Laws.

24.3 You shall ensure that the purpose and effect of this clause 24 is not circumvented or frustrated by any third party acting on Your behalf. You shall notify Us immediately if:

(a) You, or any of Your beneficial owners, officers or directors, become the target of Sanctions Laws or become owned or controlled (directly or indirectly) by any person that is the target of Sanctions Laws;

(b) You become aware of any circumstance that might reasonably be expected to affect Your compliance with this clause 24; or

(c) You become aware of any activity by a third party that could result in a breach (directly or indirectly) of this clause 24.

24.4 You shall, on request, promptly provide Us with such information and documentation as We may reasonably require to support sanctions screening, due diligence and compliance checks in connection with this EULA.

24.5 Where applicable to the Software or Services provided under this EULA, You shall provide such information and evidence as We may reasonably require in connection with Our obligations under applicable anti-money laundering, know your customer, anti-bribery and corruption, and other financial crime laws and regulations, including the UK Money Laundering Regulations 2017 (as amended or replaced from time to time).

24.6 You warrant and represent that any information provided by You for these purposes will be accurate, complete, up to date, not misleading and supplied in a timely manner.

24.7 Each party shall process any due diligence and identity verification information in accordance with applicable Data Protection Laws.

24.8 Where We have reasonable grounds to believe that there has been, or may have been, a breach of this clause 24, We may notify any relevant authority or regulator, notwithstanding any confidentiality obligations between the parties.

24.9 Your failure to comply with this clause 24 shall constitute a Material Breach of this EULA incapable of remedy. Notwithstanding any other provision of this EULA, where We reasonably determine that:

(a) Your use of the Software or Services;

(b) the provision of the Software or Services to You; or

(c) Your failure to provide information or cooperation requested by Us,has resulted in, or may reasonably result in, Us or any IRIS Group Company breaching any applicable sanctions, anti-money laundering, know your customer, anti-bribery and corruption, or other financial crime laws or regulatory obligations, We may immediately suspend or terminate this EULA or any affected Software or Services.

24.10 Any such suspension or termination may be implemented without prior notice, without liability to You, and without any obligation to provide further details or explanation where doing so would be unlawful, would jeopardise regulatory obligations, or could prejudice any investigation.

25 Reservation of Rights

We reserve all rights not expressly granted to You in this EULA.

26 Governing law

This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be construed in accordance with and governed by the law of England and each party agrees to submit to the exclusive jurisdiction of the English courts. We reserve all rights not expressly granted to You in this EULA.