Common use of Compliance with law or regulatory requirement Clause in Contracts

Compliance with law or regulatory requirement. Regardless of any other term of this Contract, if this Contract or any part of it puts or would put either of us in breach of any law or regulatory requirement, then both of us shall use our reasonable efforts to change the relevant terms of this Contract so that it does comply with that law or regulatory requirement. SCHEDULE 1 Definitions and Interpretation EXPLANATION OF WORDS AND PHRASES USED IN THIS CONTRACT Please note that • words and phrases used only in the Price Plans in Schedule 3 are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at those Price Plans; • words and phrases used only in the Parcels User Guide are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at the Parcels User Guide, and to make it easier to read the Parcels User Guide in isolation a copy of the Parcels User Guide definitions section of this Schedule 1 is also appended to it. A3 Parcel a Mailing Item the dimensions of which meet the specifications for an A3 parcel as set out in the Parcels User Guide; Access Licence Number the number unique to you which we assign you as an access customer and which must be displayed on the Royal Mail Access Indicator; Access Slot the period within the Access Window for an Inward Mail Centre agreed by us and you in line with the Parcels User Guide; Access Window the hours between 07.30am and 12 noon on any Working Day; Act the Postal Services Act 2011; Advertising Codes the United Kingdom Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing as amended from time to time, and any additional or up-dated relevant code or guidance, issued by the Advertising Standards Authority or the Committee of Advertising Practice or by any replacement or successor body; Affiliate (in relation to any company) a company which is either: (a) a holding company or a subsidiary of such company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary; Approved Indicium the Royal Mail Access Indicator and your Customer Access Indicator on a Mailing Item complying with the specification set out in the Parcels User Guide and which has been tested by us to our satisfaction and which has been approved by us in writing; Charges the charges we may make under this Contract, including Postage, Surcharges and Profile Surcharges; Christmas and New Year Period the period starting on the first Monday in December in any year and ending: (a) (in England and Wales) at the start of the first Working Day after the immediately following New Year public holiday; or (b) (in Scotland) at the start of the first Working Day after the immediately following Scottish New Year public holiday; Client Report the client report generated by us in accordance with the Parcels User Guide as varied from time to time; Commercial Contact has the meaning set out in clause 4 of the Parcels Contract Details; Confidential Information all information of a confidential nature (including details of mailing profiles and security processes in respect of Mailing Items) which is disclosed by one of us to the other: (a) before or after the date of this Contract; and (b) relating to the subject matter of this Contract. The disclosure may be in writing, orally or by any other means, directly or indirectly; Consolidated Posting the total number of Mailing Items which you hand over on any single Working Day to us to convey and deliver and which has not been identified by you as a UCID Posting; Container a Royal Mail bag, tray, ALPS or any other primary container type approved by us from time to time; Contract Year the period of 12 months from your Parcels Start Date until the anniversary of your Parcels Start Date and each subsequent period of 12 months from each anniversary of your Parcels Start Date; Credit Account the credit account operated in line with clause 11; Customer Access Indicator your marks, impressions or other devices that may, subject to our prior approval, be shown on each Mailing Item which is to be conveyed and delivered under this Contract. These marks, impressions and devices are initially as set out in Schedule 4 (subject to operational testing) but may be changed by agreement between you and us (acting reasonably); Customer Entity a discrete posting unit or third party that you wish to be recognised for the purpose of handing over Mailing Items as UCID Postings in line with this Contract; Daily Posting the total amount of Mailing Items handed over by you on any single Working Day to us to deliver under this Contract; Delivery Point a postal address (business or residential) to which we deliver Mailing Items; Disruptive Events any cause beyond our reasonable control (including industrial disputes); Early Release Schedule the terms of Schedule 15: Early Release; Financial Year 1 April to 31 March; Forecast what you tell us about your planned future Postings under paragraph 12 of Schedule 2 and the Parcels User Guide; Format the format of a Mailing Item i.e. whether it is a Parcel or an A3 Parcel; Holding Company has the meaning set out in Section 1159 of the Companies Act 2006; Indicium the marks placed on a Mailing Item in line with the Parcels User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): (a) an administrator or a receiver (including any administrative receiver or manager) is appointed over the whole or any part of a Party's assets; or (b) in your case: i. you have an order made or a resolution passed for the winding-up of your company or business or the appointment of a provisional liquidator (except in the case of a bona fide scheme of solvent amalgamation or reconstruction); ii. you have an application for an administration order presented in respect of you or documents are filed with court for the appointment of an administrator or notice of intention to appoint an administrator has been given by you, one of your directors or members or by a qualifying floating chargeholder in respect of you (as defined in paragraph 14 Schedule B1 Insolvency Act 1986); iii. circumstances arise which entitle a court or a creditor to appoint a receiver or manager or entitle the court to appoint an administrator or make a winding-up order; iv. if you have made any composition with your creditors generally; v. a creditor or encumbrancer of yours attacks or takes possession of the whole or any part of your assets; vi. a distress, execution, sequestration, or other such process is levied or enforced on or sued against the whole or any part of your assets which (in our reasonable opinion) puts your ability to fulfil your obligations to us at risk, and where such attachment or process is not Insolvency Event discharged within 10 Working Days; or (c) if the other Party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due; iii. admits inability to pay its debts; or iv. is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or v. suspends or ceases to carry on all or a substantial part of its business; Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Inward Mail Centre one of our inward mail centres as detailed on our Website; Key National Posting (KNP) a posting of exceptional size, volume, shape or geographical bias which requires specific planning to enable the Service Standard to be met; Letter of Responsibilities the letter agreed between us giving details of any sub- contracting arrangements agreed to by us under which you have sub-contracted to a third party the performance of any of your obligations under your Contract, as amended by agreement between us from time to time; Mailing Item a Parcel or A3 Parcel; Manifest a declaration by you giving details of a Posting, in line with the Parcels User Guide;

Compliance with law or regulatory requirement. Regardless of any other term of this Contract, if this Contract or any part of it puts or would put either of us in breach of any law or regulatory requirement, then both of us shall use our reasonable efforts to change the relevant terms of this Contract so that it does comply with that law or regulatory requirement. SCHEDULE 1 Definitions and Interpretation EXPLANATION OF WORDS AND PHRASES USED IN THIS CONTRACT Please note that • words and phrases used only in the Price Plans in Schedule 3 are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at those Price Plans; • words and phrases used only in the Parcels User Guide are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at the Parcels User Guide, and to make it easier to read the Parcels User Guide in isolation a copy of the Parcels User Guide definitions section of this Schedule 1 is also appended to it. A3 Parcel a Mailing Item the dimensions of which meet the specifications for an A3 parcel as set out in the Parcels User Guide; Access Licence Number the number unique to you which we assign you as an access customer and which must be displayed on the Royal Mail Access Indicator; Access Slot the period within the Access Window for an Inward Mail Centre agreed by us and you in line with the Parcels User Guide; Access Window the hours between 07.30am and 12 noon on any Working Day; Act the Postal Services Act 2011; Advertising Codes the United Kingdom Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing as amended from time to time, and any additional or up-dated relevant code or guidance, issued by the Advertising Standards Authority or the Committee of Advertising Practice or by any replacement or successor body; Affiliate (in relation to any company) a company which is either: (a) a holding company or a subsidiary of such company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary; Approved Indicium the Royal Mail Access Indicator and your Customer Access Indicator on a Mailing Item complying with the specification set out in the Parcels User Guide and which has been tested by us to our satisfaction and which has been approved by us in writing; Charges the charges we may make under this Contract, including Postage, Surcharges and Profile Surcharges; Christmas and New Year Period the period starting on the first Monday in December in any year and ending: (a) (in England and Wales) at the start of the first Working Day after the immediately following New Year public holiday; or (b) (in Scotland) at the start of the first Working Day after the immediately following Scottish New Year public holiday; Client Report the client report generated by us in accordance with the Parcels User Guide as varied from time to time; Commercial Contact has the meaning set out in clause 4 of the Parcels Contract Details; Confidential Information all information of a confidential nature (including details of mailing profiles and security processes in respect of Mailing Items) which is disclosed by one of us to the other: (a) before or after the date of this Contract; and (b) relating to the subject matter of this Contract. The disclosure may be in writing, orally or by any other means, directly or indirectly; Consolidated Posting the total number of Mailing Items which you hand over on any single Working Day to us to convey and deliver and which has not been identified by you as a UCID Posting; Container a Royal Mail bag, tray, ALPS or any other primary container type approved by us from time to time; Contract Year the period of 12 months from your Parcels Start Date until the anniversary of your Parcels Start Date and each subsequent period of 12 months from each anniversary of your Parcels Start Date; Credit Account the credit account operated in line with clause 11; Customer Access Indicator your marks, impressions or other devices that may, subject to our prior approval, be shown on each Mailing Item which is to be conveyed and delivered under this Contract. These marks, impressions and devices are initially as set out in Schedule 4 (subject to operational testing) but may be changed by agreement between you and us (acting reasonably); Customer Entity a discrete posting unit or third party that you wish to be recognised for the purpose of handing over Mailing Items as UCID Postings in line with this Contract; Daily Posting the total amount of Mailing Items handed over by you on any single Working Day to us to deliver under this Contract; Delivery Point a postal address (business or residential) to which we deliver Mailing Items; Disruptive Events any cause beyond our reasonable control (including industrial disputes); Early Release Schedule the terms of Schedule 15: Early Release; Financial Year 1 April to 31 March; Forecast what you tell us about your planned future Postings under paragraph 12 of Schedule 2 and the Parcels User Guide; Format the format of a Mailing Item i.e. whether it is a Parcel or an A3 Parcel; Holding Company has the meaning set out in Section 1159 of the Companies Act 2006; Indicium the marks placed on a Mailing Item in line with the Parcels User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; Insolvency Event any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): (a) an administrator or a receiver (including any administrative receiver or manager) is appointed over the whole or any part of a Party's assets; or (b) in your case: i. you have an order made or a resolution passed for the winding-up of your company or business or the appointment of a provisional liquidator (except in the case of a bona fide scheme of solvent amalgamation or reconstruction); ii. you have an application for an administration order presented in respect of you or documents are filed with court for the appointment of an administrator or notice of intention to appoint an administrator has been given by you, one of your directors or members or by a qualifying floating chargeholder in respect of you (as defined in paragraph 14 Schedule B1 Insolvency Act 1986); iii. circumstances arise which entitle a court or a creditor to appoint a receiver or manager or entitle the court to appoint an administrator or make a winding-up order; iv. if you have made any composition with your creditors generally; v. a creditor or encumbrancer of yours attacks or takes possession of the whole or any part of your assets; vi. a distress, execution, sequestration, or other such process is levied or enforced on or sued against the whole or any part of your assets which (in our reasonable opinion) puts your ability to fulfil your obligations to us at risk, and where such attachment or process is not Insolvency Event discharged within 10 Working Days; or (c) if the other Party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due; iii. admits inability to pay its debts; or iv. is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or v. suspends or ceases to carry on all or a substantial part of its business; Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Inward Mail Centre one of our inward mail centres as detailed on our Website; Key National Posting (KNP) a posting of exceptional size, volume, shape or geographical bias which requires specific planning to enable the Service Standard to be met; Letter of Responsibilities the letter agreed between us giving details of any sub- contracting arrangements agreed to by us under which you have sub-contracted to a third party the performance of any of your obligations under your Contract, as amended by agreement between us from time to time; Mailing Item a Parcel or A3 Parcel; Manifest a declaration by you giving details of a Posting, in line with the Parcels User Guide;

Compliance with law or regulatory requirement. Regardless of any other term of this Contract, if this Contract or any part of it puts or would put either of us in breach of any law or regulatory requirement, then both of us shall use our reasonable efforts to change the relevant terms of this Contract so that it does comply with that law or regulatory requirement. SCHEDULE 1 Definitions and Interpretation EXPLANATION OF WORDS AND PHRASES USED IN THIS CONTRACT Please note that • words and phrases used only in the Price Plans in Schedule 3 are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at those Price Plans; • words and phrases used only in the Parcels User Guide are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at the Parcels User Guide, and to make it easier to read the Parcels User Guide in isolation a copy of the Parcels User Guide definitions section of this Schedule 1 is also appended to it. A3 Parcel a Mailing Item the dimensions of which meet the specifications for an A3 parcel as set out in the Parcels User Guide; Access Licence Number the number unique to you which we assign you as an access customer and which must be displayed on the Royal Mail Access Indicator; Access Slot the period within the Access Window for an Inward Mail Centre agreed by us and you in line with the Parcels User Guide; Access Window the hours between 07.30am and 12 noon on any Working Day; Act the Postal Services Act 2011; Advertising Codes the United Kingdom Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing as amended from time to time, and any additional or up-dated relevant code or guidance, issued by the Advertising Standards Authority or the Committee of Advertising Practice or by any replacement or successor body; Affiliate (in relation to any company) a company which is either: (a) a holding company or a subsidiary of such company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary; Approved Indicium the Royal Mail Access Indicator and your Customer Access Indicator on a Mailing Item complying with the specification set out in the Parcels User Guide and which has been tested by us to our satisfaction and which has been approved by us in writing; Charges the charges we may make under this Contract, including Postage, Surcharges and Profile Surcharges; Christmas and New Year Period the period starting on the first Monday in December in any year and ending: (a) (in England and Wales) at the start of the first Working Day after the immediately following New Year public holiday; or (b) (in Scotland) at the start of the first Working Day after the immediately following Scottish New Year public holiday; Client Report the client report generated by us in accordance with the Parcels User Guide as varied from time to time; Commercial Contact has the meaning set out in clause 4 of the Parcels Contract Details; Confidential Information all information of a confidential nature (including details of mailing profiles and security processes in respect of Mailing Items) which is disclosed by one of us to the other: (a) before or after the date of this Contract; and (b) relating to the subject matter of this Contract. The disclosure may be in writing, orally or by any other means, directly or indirectly; Consolidated Posting the total number of Mailing Items which you hand over on any single Working Day to us to convey and deliver and which has not been identified by you as a UCID Posting; Container a Royal Mail bag, tray, ALPS or any other primary container type approved by us from time to time; Contract Year the period of 12 months from your Parcels Start Date until the anniversary of your Parcels Start Date and each subsequent period of 12 months from each anniversary of your Parcels Start Date; Credit Account the credit account operated in line with clause 11; Customer Access Indicator your marks, impressions or other devices that may, subject to our prior approval, be shown on each Mailing Item which is to be conveyed and delivered under this Contract. These marks, impressions and devices are initially as set out in Schedule 4 (subject to operational testing) but may be changed by agreement between you and us (acting reasonably); Customer Entity a discrete posting unit or third party that you wish to be recognised for the purpose of handing over Mailing Items as UCID Postings in line with this Contract; Daily Posting the total amount of Mailing Items handed over by you on any single Working Day to us to deliver under this Contract; Delivery Point a postal address (business or residential) to which we deliver Mailing Items; Disruptive Events any cause beyond our reasonable control (including industrial disputes); Early Release Schedule the terms of Schedule 15: Early Release; Financial Year 1 April to 31 March; Forecast what you tell us about your planned future Postings under paragraph 12 of Schedule 2 and the Parcels User Guide; Format the format of a Mailing Item i.e. whether it is a Parcel or an A3 Parcel; Holding Company has the meaning set out in Section 1159 of the Companies Act 2006; Indicium the marks placed on a Mailing Item in line with the Parcels User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; Insolvency Event any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): (a) an administrator or a receiver (including any administrative receiver or manager) is appointed over the whole or any part of a Party's assets; or (b) in your case: i. you have an order made or a resolution passed for the winding-up of your company or business or the appointment of a provisional liquidator (except in the case of a bona fide scheme of solvent amalgamation or reconstruction); ii. you have an application for an administration order presented in respect of you or documents are filed with court for the appointment of an administrator or notice of intention to appoint an administrator has been given by you, one of your directors or members or by a qualifying floating chargeholder in respect of you (as defined in paragraph 14 Schedule B1 Insolvency Act 1986); iii. circumstances arise which entitle a court or a creditor to appoint a receiver or manager or entitle the court to appoint an administrator or make a winding-up order; iv. if you have made any composition with your creditors generally; v. a creditor or encumbrancer of yours attacks or takes possession of the whole or any part of your assets; vi. a distress, execution, sequestration, or other such process is levied or enforced on or sued against the whole or any part of your assets which (in our reasonable opinion) puts your ability to fulfil your obligations to us at risk, and where such attachment or process is not Insolvency Event discharged within 10 Working Days; or (c) if the other Party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due; iii. admits inability to pay its debts; or iv. is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or v. suspends or ceases to carry on all or a substantial part of its business; Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Inward Mail Centre one of our inward mail centres as detailed on our Website; Key National Posting (KNP) a posting of exceptional size, volume, shape or geographical bias which requires specific planning to enable the Service Standard to be met; Letter of Responsibilities the letter agreed between us giving details of any sub- contracting arrangements agreed to by us under which you have sub-contracted to a third party the performance of any of your obligations under your Contract, as amended by agreement between us from time to time; Mailing Item a Parcel or A3 Parcel; Manifest a declaration by you giving details of a Posting, in line with the Parcels User Guide;

Compliance with law or regulatory requirement. Regardless of any other term of this Contract, if this Contract or any part of it puts or would put either of us in breach of any law or regulatory requirement, then both of us shall use our reasonable efforts to change the relevant terms of this Contract so that it does comply with that law or regulatory requirement. SCHEDULE 1 Definitions and Interpretation EXPLANATION OF WORDS AND PHRASES USED IN THIS CONTRACT Please note that • words and phrases used only in the Price Plans in Schedule 3 are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at those Price Plans; • words and phrases used only in the Parcels Access Letters User Guide are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at the Parcels Access Letters User Guide, and to make it easier to read the Parcels Access Letters User Guide in isolation a copy of the Parcels User Guide definitions section of this Schedule 1 is also appended to it. A3 Parcel a Mailing Item the dimensions of which meet the specifications for an A3 parcel as ; • words and phrases used only in Schedule 17: Agency Terms are set out in a separate section of the Parcels User Guidetable below, to make it easier for you to find those definitions when you are looking specifically at Schedule 17. Access Charge the charges we may make under this Contract including Postage, Surcharges and Profile Surcharges; Access Condition the condition imposed on us by the Regulator on 27 March 2012 pursuant to its powers under the Act requiring us to provide access to our postal network at our Inward Mail Centres and as amended or reviewed by the Regulator from time to time; Access Contract an agreement between us and a Postal Operator or user following a request for access by such Postal Operator or user permitting access to our Inward Mail Centres; Access Licence Number the number unique to you which we assign you as an access customer and which must be displayed on the Royal Mail Access Indicator; Access Service a Service provided by us under this Contract; Access Slot the period within the Access Window for an Inward Mail Centre agreed by us and you in line with the Parcels User Guide; Access Start Date has the meaning set out in the Contract Details; Access Window the hours between 07.30am and 12 noon on any Working Day; Act the Postal Services Act 2011; Advertising Codes the United Kingdom Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing as amended from time to time, and any additional or up-dated relevant code or guidance, issued by the Advertising Standards Authority or the Committee of Advertising Practice or by any replacement or successor body; Affiliate (in relation to any company) a company which is either: (a) a holding company or a subsidiary of such company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary; Agency Posting the total amount of Mailing Items you receive from an Agency Customer and handed over to us on any single Working Day to deliver to the relevant address; ALPS an auto level packet sleeve as more fully described in Schedule 14 - ALPS Exchange; Approved Indicium the Royal Mail Access Indicator and your Customer Access Indicator on a Mailing Item complying with the specification set out in the Parcels User Guide and which has been tested by us to our satisfaction and which has been approved by us in writing; Charges the charges we may make under this Contract, including Postage, Surcharges and Profile SurchargesCBC (Customer Barcode) a printed barcode capable of being read by our automated mail sortation machinery printed on a Mailing Item; Christmas and New Year Period the period starting on the first Monday in December in any year and ending: (a) (in England and Wales) at the start of the first Working Day after the immediately following New Year public holiday; or (b) (in Scotland) at the start of the first Working Day after the immediately following Scottish New Year public holiday; Client Report the client report generated by us in accordance with the Parcels User Guide as varied from time to time; Commercial Contact has the meaning set out in clause 4 of the Parcels Contract Details; Confidential Information all information of a confidential nature (including details of mailing profiles and security processes in respect of Mailing Items) which is disclosed by one of us to the other: (a) before or after the date of this Contract; and (b) relating to the subject matter of this Contract. The disclosure may be in writing, orally or by any other means, directly or indirectly; Consolidated Posting the total number of Mailing Items which you hand over on any single Working Day to us to convey and deliver and which has not been identified by you as a UCID Posting; Container a Royal Mail bag, tray, ALPS or any other primary container type approved by us from time to time; Contract Details the part of this Contract entitled "Contract Details" signed by you and us; Contract Year the period of 12 months from your Parcels Access Start Date until the anniversary of your Parcels Access Start Date and each subsequent period of 12 months from each anniversary of your Parcels Access Start Date; Credit Account the credit account operated in line with clause 11; Customer Access Indicator your marks, impressions or other devices that may, subject to our prior approval, be shown on each Mailing Item which is to be conveyed and delivered under this Contract. These marks, impressions and devices are initially as set out in Schedule 4 (subject to operational testing) but may be changed by agreement between you and us (acting reasonably); Customer Entity a discrete posting unit or third party that you wish to be recognised for the purpose of handing over Mailing Items as UCID Postings in line with this Contract; Daily Posting the total amount of Mailing Items handed over by you on any single Working Day to us to deliver under this Contract; Delivery Point a postal address (business or residential) to which we deliver Mailing Items; Disruptive Events any cause beyond our reasonable control (including industrial disputes); Early Release Schedule the terms of Schedule 15: 15 - Early Release; Financial Year 1 April to 31 March; Forecast what you tell us about your planned future Postings under paragraph 12 of Schedule 2 and the Parcels User Guide; Format the format of a Mailing Item Item, i.e. whether it is a Parcel Letter or an A3 Parcela Large Letter; General Access Terms and Conditions the part of this Contract entitled "General Access Terms and Conditions"; Indicium the marks placed on a Mailing Item in line with the User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; Holding Company has the meaning set out in Section 1159 of the Companies Act 2006; Indicium the marks placed on a Mailing Item in line with the Parcels User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; Insolvency Event any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): (a) an administrator or a receiver (including any administrative receiver or manager) is appointed over the whole or any part of a Party's assets; or (b) in your case: i. you have an order made or a resolution passed for the winding-up of your company or business or the appointment of a provisional liquidator (except in the case of a bona fide scheme of solvent amalgamation or reconstruction); ii. you have an application for an administration order presented in respect of you or documents are filed with court for the appointment of an administrator or notice of intention to appoint an administrator has been given by you, one of your directors or members or by a qualifying floating chargeholder in respect of you (as defined in paragraph 14 Schedule B1 Insolvency Act 1986); iii. circumstances arise which entitle a court or a creditor to appoint a receiver or manager or entitle the court to appoint an administrator or make a winding-up order; iv. if you have made any composition with your creditors generally; v. a creditor or encumbrancer of yours attacks or takes possession of the whole or any part of your assets; vi. a distress, execution, sequestration, or other such process is levied or enforced on or sued against the whole or any part of your assets which (in our reasonable opinion) puts your ability to fulfil your obligations to us at risk, and where such attachment or process is not Insolvency Event discharged within 10 Working Days; or (c) if the other Party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due; iii. admits inability to pay its debts; or iv. is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or v. suspends or ceases to carry on all or a substantial part of its business; Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-know- how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Inward Mail Centre one of our inward mail centres as detailed on our Website; Key National Posting (KNP) a posting of exceptional size, volume, shape or geographical bias which requires specific planning to enable the Service Standard to be met; Large Letter of Responsibilities the letter agreed between us giving details of any sub- contracting arrangements agreed to by us under which you have sub-contracted to a third party the performance of any of your obligations under your Contract, as amended by agreement between us from time to time; Mailing Item the dimensions of which meet the specifications for a Parcel or A3 Parcel; Manifest a declaration by you giving details of a Posting, large letter as set out in line with the Parcels User Guide;

Compliance with law or regulatory requirement. Regardless of any other term of this Contract, if this Contract or any part of it puts or would put either of us in breach of any law or regulatory requirement, then both of us shall use our reasonable efforts to change the relevant terms of this Contract so that it does comply with that law or regulatory requirement. SCHEDULE 1 Definitions and Interpretation EXPLANATION OF WORDS AND PHRASES USED IN THIS CONTRACT Please note that • words and phrases used only in the Price Plans in Schedule 3 are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at those Price Plans; • words and phrases used only in the Parcels User Guide are set out in a separate section of the table below, to make it easier for you to find those definitions when you are looking specifically at the Parcels User Guide, and to make it easier to read the Parcels User Guide in isolation a copy of the Parcels User Guide definitions section of this Schedule 1 is also appended to it. A3 Parcel a Mailing Item the dimensions of which meet the specifications for an A3 parcel as set out in the Parcels User Guide; Access Licence Number the number unique to you which we assign you as an access customer and which must be displayed on the Royal Mail Access Indicator; Access Slot the period within the Access Window for an Inward Mail Centre agreed by us and you in line with the Parcels User Guide; Access Window means (a) the hours between 07.30am and 12 noon on any Working Day; or (b) in respect of Earlier Access Mail Centres, the time period beginning at the start of the Earlier Access Window and ending at 12 noon on any Working Day; Act the Postal Services Act 2011; Advertising Codes the United Kingdom Code of Non-Broadcast Advertising, Sales Promotion and Direct Marketing as amended from time to time, and any additional or up-dated relevant code or guidance, issued by the Advertising Standards Authority or the Committee of Advertising Practice or by any replacement or successor body; Affiliate (in relation to any company) a company which is either: (a) a holding company or a subsidiary of such company; or (b) a company which is a subsidiary of a holding company of which such company is also a subsidiary; Approved Indicium the Royal Mail Access Indicator and your Customer Access Indicator on a Mailing Item complying with the specification set out in the Parcels User Guide and which has been tested by us to our satisfaction and which has been approved by us in writing; Charges the charges we may make under this Contract, including Postage, Surcharges and Profile Surcharges; Christmas and New Year Period the period starting on the first Monday in December in any year and ending: (a) (in England and Wales) at the start of the first Working Day after the immediately following New Year public holiday; or (b) (in Scotland) at the start of the first Working Day after the immediately following Scottish New Year public holiday; Client Report the client report generated by us in accordance with the Parcels User Guide as varied from time to time; Commercial Contact has the meaning set out in clause 4 of the Parcels Contract Details; Confidential Information all information of a confidential nature (including details of mailing profiles and security processes in respect of Mailing Items) which is disclosed by one of us to the other: (a) before or after the date of this Contract; and (b) relating to the subject matter of this Contract. The disclosure may be in writing, orally or by any other means, directly or indirectly; Consolidated Posting the total number of Mailing Items which you hand over on any single Working Day to us to convey and deliver and which has not been identified by you as a UCID Posting; Container a Royal Mail bag, tray, ALPS or any other primary container type approved by us from time to time; Contract Year the period of 12 months from your Parcels Start Date until the anniversary of your Parcels Start Date and each subsequent period of 12 months from each anniversary of your Parcels Start Date; Credit Account the credit account operated in line with clause 11; Customer Access Indicator your marks, impressions or other devices that may, subject to our prior approval, be shown on each Mailing Item which is to be conveyed and delivered under this Contract. These marks, impressions and devices are initially as set out in Schedule 4 (subject to operational testing) but may be changed by agreement between you and us (acting reasonably); Customer Entity a discrete posting unit or third party that you wish to be recognised for the purpose of handing over Mailing Items as UCID Postings in line with this Contract; Daily Posting the total amount of Mailing Items handed over by you on any single Working Day to us to deliver under this Contract; Delivery Point a postal address (business or residential) to which we deliver Mailing Items; Disruptive Events any cause beyond our reasonable control (including industrial disputes); Early Release Schedule the terms of Schedule 15: Early Release; Financial Year 1 April to 31 March; Forecast what you tell us about your planned future Postings under paragraph 12 of Schedule 2 and the Parcels User Guide; Format the format of a Mailing Item i.e. whether it is a Parcel or an A3 Parcel; Holding Company has the meaning set out in Section 1159 of the Companies Act 2006; Indicium the marks placed on a Mailing Item in line with the Parcels User Guide comprising the Royal Mail Access Indicator and if required by you the Customer Access Indicator; any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales): (a) an administrator or a receiver (including any administrative receiver or manager) is appointed over the whole or any part of a Party's assets; or (b) in your case: i. you have an order made or a resolution passed for the winding-up of your company or business or the appointment of a provisional liquidator (except in the case of a bona fide scheme of solvent amalgamation or reconstruction); ii. you have an application for an administration order presented in respect of you or documents are filed with court for the appointment of an administrator or notice of intention to appoint an administrator has been given by you, one of your directors or members or by a qualifying floating chargeholder in respect of you (as defined in paragraph 14 Schedule B1 Insolvency Act 1986); iii. circumstances arise which entitle a court or a creditor to appoint a receiver or manager or entitle the court to appoint an administrator or make a winding-up order; iv. if you have made any composition with your creditors generally; v. a creditor or encumbrancer of yours attacks or takes possession of the whole or any part of your assets; vi. a distress, execution, sequestration, or other such process is levied or enforced on or sued against the whole or any part of your assets which (in our reasonable opinion) puts your ability to fulfil your obligations to us at risk, and where such attachment or process is not Insolvency Event discharged within 10 Working Days; or (c) if the other Party: i. suspends, or threatens to suspend, payment of its debts; ii. is unable to pay its debts as they fall due; iii. admits inability to pay its debts; or iv. is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or v. suspends or ceases to carry on all or a substantial part of its business; Intellectual Property Rights patents, rights to inventions, copyright and related rights, trade marks business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Inward Mail Centre one of our inward mail centres as detailed on our Website; Key National Posting (KNP) a posting of exceptional size, volume, shape or geographical bias which requires specific planning to enable the Service Standard to be met; Letter of Responsibilities the letter agreed between us giving details of any sub- contracting arrangements agreed to by us under which you have sub-contracted to a third party the performance of any of your obligations under your Contract, as amended by agreement between us from time to time; Mailing Item a Parcel or A3 Parcel; Manifest a declaration by you giving details of a Posting, in line with the Parcels User Guide;