Common use of CUSTOMER KEY RESPONSIBILITIES Clause in Contracts

CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with TNP, the Customer will be solely responsible and liable for 5.1.1 all Fees and other Service charges 5.1.2 entering into and full compliance with the Vendor Terms, including purchasing enough licenses for all Third Party Software to comply with the applicable License Limits 5.1.3 all Service exclusions specified in Schedule 2 5.1.4 full compliance with all laws applicable to its business in its jurisdiction 5.2 The Customer shall, subject to and in accordance with this agreement and any applicable Project Documents 5.2.1 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to TNP for inclusion in the Software, Third Party Software or the Services 5.2.2 provide TNP with any information which it may reasonably require from time to time to enable TNP to perform its obligations under this agreement or any Project Document, including but not limited to, providing copies to TNP of all applications or licenses required for the legal operation of its business in its jurisdiction 5.2.3 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the System Environment providing the Hosted Service to and at the Customer’s premises for it to use the Hosted Service 5.2.4 promptly notify TNP of any changes the Customer requires in the number or names of active Customer Users or the number or names of System Administrators authorised by TNP to have access to the Hosted Service in respect of any Hosting Period subject to any minimum agreed from time to time 5.2.5 comply fully and promptly with all requirements notified by TNP to the Customer from time to time for the registration of Customer Users for authorised use of Software or Third Party Software on the Hosted Service 5.2.6 promptly notify TNP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the Hosted Service 5.2.7 provide TNP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of this agreement or the Services 5.2.8 ensure that only adequately trained and authorised persons are permitted to use the Hosted Service and that Customer Users operate the Hosted Service, Software and Third Party Software in accordance with this agreement and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by TNP 5.2.9 carry out such acceptance tests as Customer deems appropriate to demonstrate that the Hosted Service meets the acceptance criteria detailed in the Project Documents 5.2.10 The Software, Third Party Software and Hosted Services shall be deemed to have been accepted on the first of the following occurring (“Acceptance”): (a) Customer commencing live usage of the Software, Third Party Software and Hosted Services; or (b) The Software, Third Party Software and Hosted Services meeting the acceptance criteria detailed in the Project Documents; or (c) Customer not having formally accepted or validly rejected the Software, Third Party Software and Hosted Services within ten (10) days of Project completion (or if applicable, installation of an Enhancement; or (d) The Software, Third Party Software and Hosted Services (or if applicable, the Enhancement) has met the acceptance criteria (if any have been agreed) subject only to Post Acceptance Corrections (Snagging List) 5.2.11 Customer acknowledges and agrees to set aside some budget for Post Acceptance Corrections and accept that such amendments (not being Errors) are part of the delivery and development process for the Hosted Service and, as such, are not covered by Support 5.2.12 The parties shall review the extent and scope of Post Acceptance Corrections identified as the Hosted Service is developed and delivered, and the budget, action plan and timescales for such Post Acceptance Corrections shall be amended accordingly 5.2.13 The provisions of clauses 5.2.11 and 5.2.12 shall apply to any new projects for Post Acceptance Corrections 5.3 The Customer acknowledges and agrees that TNP’s ability to deliver the Services also depends upon the Customer’s timely cooperation, as well as the accuracy and completeness of any information the Customer provides. TNP is not responsible for any loss suffered by the Customer if TNP is not provided with this cooperation and information. The Customer acknowledges and agrees that TNP will not make the Hosted Service live until it is satisfied, in its sole discretion, that the Customer holds all licenses required to operate its business in its jurisdiction 5.4 The Customer shall, for the purposes of this agreement and if required by any Order Form, afford to the authorised personnel of TNP during normal working hours or as otherwise agreed, access to any agreed Customer premises and shall provide adequate free working space and such other facilities at such premises as may be reasonably requested by TNP to provide applicable Services. The Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to TNP. TNP will take all practical steps to ensure that its personnel will, whenever on Customer premises, obey all reasonable security and health and safety standards, procedures and directions notified to it by the Customer 5.5 The Customer acknowledges and agrees that 5.5.1 it is solely responsible and liable to obtain maintain and provide to TNP all necessary authorisations and consents required for TNP to access the Customer’s records on the Hosted Service that TNP may reasonably require to audit the Customer’s use of the Software and Third Party Software and to check that the Customer is complying with the terms of its access and use rights under this Agreement and the Vendor Terms 5.5.2 it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Software, Third Party Software or Hosted Service (other than taxes on the net income of TNP) and will hold harmless protect indemnify and defend TNP and its subcontractors from any claim action suit penalty tax fine or tariff arising from such use or exercise of internet electronic commerce and/or any failure to comply with any such laws taxes duties and tariffs. This indemnity will survive any termination of this agreement 5.6 Clauses 5.1, 5.3 and 5.5 shall survive any termination of this agreement 6.1 The License Fees, Hosting Fees and other fees for Services together with any Taxes payable thereon shall be invoiced to and paid by the Customer in advance of the period to which they relate or otherwise at the discretion of TNP or, if applicable, in accordance with any payment profile set out in any Order Form. If Customer acquires additional licenses throughout the duration of the agreement, Customer shall be invoiced the License Fee in respect of such additional licenses prior to the grant of such licenses and such License Fee shall be payable immediately. For clarity, no Third Party Software shall be ordered for Customer and neither the Software nor the Third Party Software shall be delivered to Customer under this agreement until cleared payment in full is received for the License Fees. 6.2 Unless otherwise agreed in any Order Form, the Customer shall reimburse TNP for any reasonable expenses necessarily incurred by TNP in connection with the provision of the Services 6.3 Invoices and payments shall be in US dollars ($) unless otherwise agreed. Except for any payment due and payable as set out in any Order Form, all payments shall be made by the Customer within fourteen (14) days of the date of the appropriate tax invoice issued by TNP. All fees are exclusive of Taxes (if any) which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law, unless the Customer has provided TNP with an appropriate certificate of exemption from the applicable Government or taxing authority. Taxes, when applicable, shall appear as separate items on TNP's invoice. All sums payable to TNP under this agreement shall be paid free and clear of all deductions, withholdings or set off unless the deduction, withholding or set off is required by law. If any deduction or withholding is required by law to be made from any such sum, the Customer shall pay such additional amount as shall be required to ensure that the net amount received by TNP will equal the full amount which would have been received by it had no such deduction, withholding or set off been made 6.4 If any sum payable under this agreement is not paid within 30 days after the due date then (without prejudice to TNP’s other rights and remedies) TNP reserves the right to charge interest of one and one-half percent (1.5%) of the unpaid balance per month, or the maximum rate allowed under applicable law, whichever is the lesser amount, on all overdue amounts (not subject to a bona fide dispute), such interest accruing on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive). Such accrued interest shall be paid on demand by TNP. 6.5 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by TNP as being required for the provision of the relevant agreed Services. Subject to clause 6.7, TNP shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. TNP shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Project Documents or other Services to be delivered under this agreement or to any breach of this agreement by the Customer 6.6 Except where otherwise agreed by the parties in writing, professional Services shall be provided between the hours of 9.00am and 5.30pm Monday to Friday excepting statutory holidays in the Customer’s jurisdiction. Where the Services are provided outside these times at the written request of the Customer, TNP may increase its then current per hour and per day rates by 100% or by 150% respectively in the case of Services provided on a Sunday or statutory holiday 6.7 Once a date for the delivery of Services has been agreed by the Customer and TNP, then both parties will take all reasonable steps to prevent that date from being cancelled or postponed. In the event that a date for delivery of a Service is cancelled or postponed by the Customer for any reason and, having made all reasonable endeavours to do so TNP is unable to redeploy to alternative paid services resources it has allocated to the delivery of such Services on such date, the following charges shall apply 6.7.1 if cancelled or postponed within 48 hours of the agreed date there will be payable by the Customer a charge calculated at 100% of the Services fees at our regular billable rates that TNP would otherwise have been entitled to charge the Customer for the delivery of Services on that date and will show up on your invoice as Missed/Late Reschedule 6.7.2 if travel has been booked for a resource to provide on-site services related to the above, you will be invoiced at cost for any associated cancellation/reschedule fees incurred for the booking TNP reserves the right to cancel or postpone any training course in the event of circumstances beyond its control, in which case its liability will be limited to refunding any fees paid in respect of the delivery of that course on that date 6.8 The Customer acknowledges and agrees that if any amount under any invoice (not subject to a bona fide dispute) is not paid on the due payment date then TNP shall be under no obligation to continue to provide or procure the provision of the relevant Service or other Services to the Customer and delivery of such services may be suspended upon immediate written notice (without prejudice to TNP’s rights under clause 13) unless and until the relevant invoice/s shall be paid in full. The Customer shall hold harmless protect and indemnify TNP against all legal and other fees and expenses incurred or charged by it in relation to the collection of any overdue accounts under this agreement or to re-active any Service suspended under this clause 6.7

CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with TNP, the Customer will be solely responsible and liable for 5.1.1 all Subscription Fees and other Service charges 5.1.2 entering into and full compliance with the Vendor Terms, including purchasing enough licenses for all Third Party Software to comply with the applicable License Limits 5.1.3 all Service exclusions specified in Schedule 2 5.1.4 full compliance with all laws applicable to its business in its jurisdiction 5.1.5 As part of our commitment to facilitating compliance for our customers, functionality may be created based on the rules and regulations in our various markets that makes it easier for a customer to operate compliantly and show compliance. TNP is not responsible for a customer’s compliance in any case and bears no liability for non-use of compliance-related functions that have been built-in to the solution. If a customer requests to pay for custom development that would put them out of compliance based on our understanding of the rules and regulations in that customer’s area of operations, TNP bears no liability for related or any non-compliance. 5.2 The Customer shall, subject to and in accordance with this agreement and any applicable Project Documents 5.2.1 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to TNP for inclusion in the Software, Third Party Software or the Services 5.2.2 provide TNP with any information which it may reasonably require from time to time to enable TNP to perform its obligations under this agreement or any Project Document, including but not limited to, providing copies to TNP of all applications or licenses required for the legal operation of its business in its jurisdiction 5.2.3 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the System Environment providing the Hosted SaaS Service to and at the Customer’s premises for it to use the Hosted SaaS Service 5.2.4 promptly notify TNP of any changes the Customer requires in the number or names of active Customer Users or the number or names of System Administrators authorised by TNP to have access to the Hosted SaaS Service in respect of any Hosting Subscription Period subject to any minimum agreed from time to time 5.2.5 comply fully and promptly with all requirements notified by TNP to the Customer from time to time for the registration of Customer Users for authorised use of Software or Third Party Software on the Hosted SaaS Service 5.2.6 promptly notify TNP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the Hosted SaaS Service 5.2.7 provide TNP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of this agreement or the Services 5.2.8 ensure that only adequately trained and authorised persons are permitted to use the Hosted SaaS Service and that Customer Users operate the Hosted SaaS Service, Software and any applicable Third Party Software in accordance with this agreement and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by TNP 5.2.9 carry out such acceptance tests as Customer deems appropriate to demonstrate that the Hosted Service meets the acceptance criteria detailed in the Project Documents 5.2.10 The Software, Third Party Software and Hosted Services shall upon any commercial use thereof be deemed to have been accepted on the first of the following occurring (“Acceptance”): (a) Customer commencing live usage of the Software, Third Party Software SaaS Service for any and Hosted Services; or (b) The Software, Third Party Software and Hosted Services meeting the acceptance criteria detailed in the Project Documents; or (c) Customer not having formally accepted or validly rejected the Software, Third Party Software and Hosted Services within ten (10) days of Project completion (or if applicable, installation of an Enhancement; or (d) The Software, Third Party Software and Hosted Services (or if applicable, the Enhancement) has met the acceptance criteria (if any have been agreed) subject only to Post Acceptance Corrections (Snagging List) 5.2.11 Customer acknowledges and agrees to set aside some budget for Post Acceptance Corrections and accept that such amendments (not being Errors) are part of the delivery and development process for the Hosted Service and, as such, are not covered by Support 5.2.12 The parties shall review the extent and scope of Post Acceptance Corrections identified as the Hosted Service is developed and delivered, and the budget, action plan and timescales for such Post Acceptance Corrections shall be amended accordingly 5.2.13 The provisions of clauses 5.2.11 and 5.2.12 shall apply to any new projects for Post Acceptance Correctionsall purposes under this agreement 5.3 The Customer acknowledges and agrees that TNP’s ability to deliver the Services also depends upon the Customer’s timely cooperation, as well as the accuracy and completeness of any information the Customer provides. TNP is not responsible for any loss suffered by the Customer if TNP is not provided with this cooperation and information. The Customer acknowledges and agrees that TNP will not make the Hosted SaaS Service live until it is satisfied, in its sole discretion, that the Customer holds all licenses required to operate its business in its jurisdiction 5.4 The Customer shall, for the purposes of this agreement and if required by any Order Form, afford to the authorised personnel of TNP during normal working hours or as otherwise agreed, agreed access to any agreed Customer premises and shall provide adequate free working space and such other facilities at such premises as may be reasonably requested by TNP to provide applicable Services. The Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to TNP. TNP will take all practical steps to ensure that its personnel will, whenever on Customer premises, obey all reasonable security and health and safety standards, procedures and directions notified to it by the Customer 5.5 The Customer acknowledges and agrees that 5.5.1 it is solely responsible and liable to obtain maintain and provide to TNP all necessary authorisations and consents required for TNP to access the Customer’s records on the Hosted SaaS Service that TNP may reasonably require to audit the Customer’s use of the Software and Third Party Software and to check that the Customer is complying with the terms of its access and use rights under this Agreement and the Vendor Terms 5.5.2 it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Software, Third Party Software or Hosted SaaS Service (other than taxes on the net income of TNP) and will hold harmless protect indemnify and defend TNP and its subcontractors from any claim action suit penalty tax claim, action, suit, penalty, tax, fine or tariff arising from such use or exercise of internet electronic commerce and/or any failure to comply with any such laws taxes laws, taxes, duties and tariffs. This indemnity will survive any termination of this agreement 5.6 Clauses 5.1, 5.3 and 5.5 shall survive any termination of this agreement 6.1 The License Fees, Hosting Subscription Fees and other fees for Services together with any Taxes payable thereon shall be invoiced to and paid by the Customer in advance of the period to which they relate or otherwise at the discretion of TNP or, if applicable, in accordance with any payment profile set out in any Order Form. If Customer acquires additional licenses throughout the duration of the agreement, Customer shall be invoiced the License Fee in respect of such additional licenses prior to the grant of such licenses and such License Fee shall be payable immediately. For clarity, no Third Party Software shall be ordered for Customer and neither the Software nor the Third Party Software shall be delivered to Customer under this agreement until cleared payment in full is received for the License Fees. 6.2 Unless otherwise agreed in any Order Form, the Customer shall reimburse TNP for any reasonable expenses necessarily incurred by TNP in connection with the provision of the Services 6.3 Invoices and payments shall be in US dollars ($) unless otherwise agreed. Except for any payment due and payable as set out in any Order Form, all payments shall be made by the Customer within fourteen (14) days of the date of the appropriate tax invoice issued by TNP. All fees are exclusive of Taxes (if any) which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law, unless the Customer has provided TNP with an appropriate certificate of exemption from the applicable Government or taxing authority. Taxes, when applicable, shall appear as separate items on TNP's invoice. All sums payable to TNP under this agreement shall be paid free and clear of all deductions, withholdings or set off unless the deduction, withholding or set off is required by law. If any deduction or withholding is required by law to be made from any such sum, sum the Customer shall pay such additional amount as shall be required to ensure that the net amount received by TNP will equal the full amount which would have been received by it had no such deduction, withholding or set off been made 6.4 If any sum payable under this agreement is not paid within 30 days after the due date then (without prejudice to TNP’s other rights and remedies) TNP reserves the right to charge interest of one and one-half percent (1.5%) of the unpaid balance per month, or the maximum rate allowed under applicable law, whichever is the lesser amount, on all overdue amounts (not subject to a bona fide dispute), such interest accruing on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive). Such accrued interest shall be paid on demand by TNP. 6.5 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by TNP as being required for the provision of the relevant agreed Services. Subject to clause 6.7, TNP shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. TNP shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Project Documents or other Services to be delivered under this agreement or to any breach of this agreement by the Customer 6.6 Except where otherwise agreed by the parties in writing, the professional Services shall be provided between the hours of 9.00am and 5.30pm Monday to Friday excepting statutory holidays in the Customer’s jurisdiction. Where the Services are provided outside these times at the written request of the Customer, TNP may increase its then current per hour and per day rates by 100% or by 150% respectively in the case of Services provided on a Sunday or statutory holiday 6.7 Once a date for the delivery of Services has been agreed by the Customer and TNP, then both parties will take all reasonable steps to prevent that date from being cancelled or postponed. In the event that a date for delivery of a Service is cancelled or postponed by the Customer for any reason and, having made all reasonable endeavours to do so TNP is unable to redeploy to alternative paid services resources it has allocated to the delivery of such Services on such date, the following charges shall apply 6.7.1 if cancelled or postponed within 48 hours of the agreed date there will be payable by the Customer a charge calculated at 100% of the Services fees at our regular billable rates that TNP would otherwise have been entitled to charge the Customer for the delivery of Services on that date and will show up on your invoice as Missed/Late Reschedule 6.7.2 if travel has been booked for a resource to provide on-site services related to the above, you will be invoiced at cost for any associated cancellation/reschedule fees incurred for the booking TNP reserves the right to cancel or postpone any training course in the event of circumstances beyond its control, in which case its liability will be limited to refunding any fees paid in respect of the delivery of that course on that date 6.8 The Customer acknowledges and agrees that if any amount under any invoice (not subject to a bona fide dispute) is not paid on the due payment date then TNP shall be under no obligation to continue to provide or procure the provision of the relevant Service or other Services to the Customer and delivery of such services may be suspended upon immediate written notice (without prejudice to TNP’s rights under clause 13) unless and until the relevant invoice/s shall be paid in full. The Customer shall hold harmless protect and indemnify TNP against all legal and other fees and expenses incurred or charged by it in relation to the collection of any overdue accounts under this agreement or to re-active any Service suspended under this clause 6.7

CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with TNP, the Customer will be solely responsible and liable for 5.1.1 all Subscription Fees and other Service charges 5.1.2 entering into and full compliance with the Vendor Terms, including purchasing enough licenses for all Third Party Software to comply with the applicable License Limits 5.1.3 all Service exclusions specified in Schedule 2 5.1.4 full compliance with all laws applicable to its business in its jurisdiction 5.2 The Customer shall, subject to and in accordance with this agreement and any applicable Project Documents 5.2.1 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to TNP for inclusion in the Software, Third Party Software or the Services 5.2.2 provide TNP with any information which it may reasonably require from time to time to enable TNP to perform its obligations under this agreement or any Project Document, including but not limited to, providing copies to TNP of all applications or licenses required for the legal operation of its business in its jurisdiction 5.2.3 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the System Environment providing the Hosted SaaS Service to and at the Customer’s premises for it to use the Hosted SaaS Service 5.2.4 promptly notify TNP of any changes the Customer requires in the number or names of active Customer Users or the number or names of System Administrators authorised by TNP to have access to the Hosted SaaS Service in respect of any Hosting Subscription Period subject to any minimum agreed from time to time 5.2.5 comply fully and promptly with all requirements notified by TNP to the Customer from time to time for the registration of Customer Users for authorised use of Software or Third Party Software on the Hosted SaaS Service 5.2.6 promptly notify TNP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the Hosted SaaS Service 5.2.7 provide TNP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of this agreement or the Services 5.2.8 ensure that only adequately trained and authorised persons are permitted to use the Hosted SaaS Service and that Customer Users operate the Hosted SaaS Service, Software and any applicable Third Party Software in accordance with this agreement and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by TNP 5.2.9 carry out such acceptance tests as Customer deems appropriate to demonstrate that the Hosted Service meets the acceptance criteria detailed in the Project Documents 5.2.10 The Software, Third Party Software and Hosted Services shall upon any commercial use thereof be deemed to have been accepted on the first of the following occurring (“Acceptance”): (a) Customer commencing live usage of the Software, Third Party Software SaaS Service for any and Hosted Services; or (b) The Software, Third Party Software and Hosted Services meeting the acceptance criteria detailed in the Project Documents; or (c) Customer not having formally accepted or validly rejected the Software, Third Party Software and Hosted Services within ten (10) days of Project completion (or if applicable, installation of an Enhancement; or (d) The Software, Third Party Software and Hosted Services (or if applicable, the Enhancement) has met the acceptance criteria (if any have been agreed) subject only to Post Acceptance Corrections (Snagging List) 5.2.11 Customer acknowledges and agrees to set aside some budget for Post Acceptance Corrections and accept that such amendments (not being Errors) are part of the delivery and development process for the Hosted Service and, as such, are not covered by Support 5.2.12 The parties shall review the extent and scope of Post Acceptance Corrections identified as the Hosted Service is developed and delivered, and the budget, action plan and timescales for such Post Acceptance Corrections shall be amended accordingly 5.2.13 The provisions of clauses 5.2.11 and 5.2.12 shall apply to any new projects for Post Acceptance Correctionsall purposes under this agreement 5.3 The Customer acknowledges and agrees that TNP’s ability to deliver the Services also depends upon the Customer’s timely cooperation, as well as the accuracy and completeness of any information the Customer provides. TNP is not responsible for any loss suffered by the Customer if TNP is not provided with this cooperation and information. The Customer acknowledges and agrees that TNP will not make the Hosted SaaS Service live until it is satisfied, in its sole discretion, that the Customer holds all licenses required to operate its business in its jurisdiction 5.4 The Customer shall, for the purposes of this agreement and if required by any Order Form, afford to the authorised personnel of TNP during normal working hours or as otherwise agreed, agreed access to any agreed Customer premises and shall provide adequate free working space and such other facilities at such premises as may be reasonably requested by TNP to provide applicable Services. The Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to TNP. TNP will take all practical steps to ensure that its personnel will, whenever on Customer premises, obey all reasonable security and health and safety standards, procedures and directions notified to it by the Customer 5.5 The Customer acknowledges and agrees that 5.5.1 it is solely responsible and liable to obtain maintain and provide to TNP all necessary authorisations and consents required for TNP to access the Customer’s records on the Hosted SaaS Service that TNP may reasonably require to audit the Customer’s use of the Software and Third Party Software and to check that the Customer is complying with the terms of its access and use rights under this Agreement and the Vendor Terms 5.5.2 it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Software, Third Party Software or Hosted SaaS Service (other than taxes on the net income of TNP) and will hold harmless protect indemnify and defend TNP and its subcontractors from any claim action suit penalty tax claim, action, suit, penalty, tax, fine or tariff arising from such use or exercise of internet electronic commerce and/or any failure to comply with any such laws taxes laws, taxes, duties and tariffs. This indemnity will survive any termination of this agreement 5.6 Clauses 5.1, 5.3 and 5.5 shall survive any termination of this agreement 6.1 The License Fees, Hosting Subscription Fees and other fees for Services together with any Taxes payable thereon shall be invoiced to and paid by the Customer in advance of the period to which they relate or otherwise at the discretion of TNP or, if applicable, in accordance with any payment profile set out in any Order Form. If Customer acquires additional licenses throughout the duration of the agreement, Customer shall be invoiced the License Fee in respect of such additional licenses prior to the grant of such licenses and such License Fee shall be payable immediately. For clarity, no Third Party Software shall be ordered for Customer and neither the Software nor the Third Party Software shall be delivered to Customer under this agreement until cleared payment in full is received for the License Fees. 6.2 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by TNP as being required for the provision of the relevant agreed Services. Subject to clause 6.7, TNP shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. TNP shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Project Documents or other Services to be delivered under this agreement or to any breach of this agreement by the Customer 6.3 Unless otherwise agreed in any Order Form, the Customer shall reimburse TNP for any reasonable expenses necessarily incurred by TNP in connection with the provision of the Services 6.3 6.4 Invoices and payments shall be in US dollars ($) unless otherwise agreed. Except for any payment due and payable as set out in any Order Form, all payments shall be made by the Customer within fourteen (14) days of the date of the appropriate tax invoice issued by TNP. All fees are exclusive of Taxes (if any) which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law, unless the Customer has provided TNP with an appropriate certificate of exemption from the applicable Government or taxing authority. Taxes, when applicable, shall appear as separate items on TNP's invoice. All sums payable to TNP under this agreement shall be paid free and clear of all deductions, withholdings or set off unless the deduction, withholding or set off is required by law. If any deduction or withholding is required by law to be made from any such sum, sum the Customer shall pay such additional amount as shall be required to ensure that the net amount received by TNP will equal the full amount which would have been received by it had no such deduction, withholding or set off been made 6.4 6.5 If any sum payable under this agreement is not paid within 30 days after the due date then (without prejudice to TNP’s other rights and remedies) TNP reserves the right to charge interest of one and one-half percent (1.5%) of the unpaid balance per month, or the maximum rate allowed under applicable law, whichever is the lesser amount, on all overdue amounts (not subject to a bona fide dispute), such interest accruing on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive). Such accrued interest shall be paid on demand by TNP. 6.5 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by TNP as being required for the provision of the relevant agreed Services. Subject to clause 6.7, TNP shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. TNP shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Project Documents or other Services to be delivered under this agreement or to any breach of this agreement by the Customer 6.6 Except where otherwise agreed by the parties in writing, the professional Services shall be provided between the hours of 9.00am and 5.30pm Monday to Friday excepting statutory holidays in the Customer’s jurisdiction. Where the Services are provided outside these times at the written request of the Customer, TNP may increase its then current per hour and per day rates by 100% or by 150% respectively in the case of Services provided on a Sunday or statutory holiday 6.7 As soon as practicable upon becoming aware that the number of days estimated for the provision of any agreed professional Services will need to be exceeded to enable the relevant Service to be completed or delivered, TNP shall notify the Customer of the fact and the reasons therefore and provide to the Customer TNP’s best estimate of the additional days required to complete the provision of the relevant Service. TNP shall not be entitled to invoice the Customer for any days in excess of those estimated with respect to any Service without the consent of the Customer provided that the Customer acknowledges and accepts that the withholding of any such consent by it may result in the relevant Service not being completed or delivered 6.8 Once a date for the delivery of Services has been agreed by the Customer and TNP, then both parties will take all reasonable steps to prevent that date from being cancelled or postponed. In the event that a date for delivery of a Service is cancelled or postponed by the Customer for any reason and, having made all reasonable endeavours to do so TNP is unable to redeploy to alternative paid services resources it has allocated to the delivery of such Services on such date, the following charges shall apply 6.7.1 6.8.1 if cancelled or postponed within 48 hours 4 working days of the agreed date there will be payable by the Customer a charge calculated at 100% of the Services fees that TNP would otherwise have been entitled to charge the Customer for the delivery of Services on that date 6.8.2 if cancelled or postponed between 4 and 8 working days of the agreed date there will be payable by the Customer a charge calculated at our regular billable rates 50% of the Services fees that TNP would otherwise have been entitled to charge the Customer for the delivery of Services on that date and will show up on your invoice as Missed/Late Reschedule 6.7.2 if travel has been booked for a resource to provide on-site services related to the above, you will be invoiced at cost for any associated cancellation/reschedule fees incurred for the booking TNP reserves the right to cancel or postpone any training course in the event of circumstances beyond its control, in which case its liability will be limited to refunding any fees paid in respect of the delivery of that course on that date 6.8 6.9 The Customer acknowledges and agrees that if any amount under any invoice (not subject to a bona fide dispute) is not paid on the due payment date then TNP shall be under no obligation to continue to provide or procure the provision of the relevant Service or other Services to the Customer and delivery of such services may be suspended upon immediate five (5) business days’ prior written notice (without prejudice to TNP’s rights under clause 13) unless and until the relevant invoice/s invoice shall be paid in full. The Customer shall hold harmless protect and indemnify TNP against all legal and other fees and expenses incurred or charged by it in relation to the collection of any overdue accounts under this agreement or to re-active any Service suspended under this clause 6.76.9

CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with TNP, the Customer will be solely responsible and liable for 5.1.1 all Subscription Fees and other Service charges 5.1.2 entering into and full compliance with the Vendor Terms, including purchasing enough licenses for all Third Party Software to comply with the applicable License Limits 5.1.3 all Service exclusions specified in Schedule 2 5.1.4 full compliance with all laws applicable to its business in its jurisdiction 5.2 The Customer shall, subject to and in accordance with this agreement and any applicable Project Documents 5.2.1 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to TNP for inclusion in the Software, Third Party Software or the Services 5.2.2 provide TNP with any information which it may reasonably require from time to time to enable TNP to perform its obligations under this agreement or any Project Document, including but not limited to, providing copies to TNP of all applications or licenses required for the legal operation of its business in its jurisdiction 5.2.3 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the System Environment providing the Hosted SaaS Service to and at the Customer’s premises for it to use the Hosted SaaS Service 5.2.4 promptly notify TNP of any changes the Customer requires in the number or names of active Customer Users or the number or names of System Administrators authorised by TNP to have access to the Hosted SaaS Service in respect of any Hosting Subscription Period subject to any minimum agreed from time to time 5.2.5 comply fully and promptly with all requirements notified by TNP to the Customer from time to time for the registration of Customer Users for authorised use of Software or Third Party Software on the Hosted SaaS Service 5.2.6 promptly notify TNP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the Hosted SaaS Service 5.2.7 provide TNP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of this agreement or the Services 5.2.8 ensure that only adequately trained and authorised persons are permitted to use the Hosted SaaS Service and that Customer Users operate the Hosted SaaS Service, Software and any applicable Third Party Software in accordance with this agreement and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by TNP 5.2.9 carry out such acceptance tests as Customer deems appropriate to demonstrate that the Hosted Service meets the acceptance criteria detailed in the Project Documents 5.2.10 The Software, Third Party Software and Hosted Services shall upon any commercial use thereof be deemed to have been accepted on the first of the following occurring (“Acceptance”): (a) Customer commencing live usage of the Software, Third Party Software SaaS Service for any and Hosted Services; or (b) The Software, Third Party Software and Hosted Services meeting the acceptance criteria detailed in the Project Documents; or (c) Customer not having formally accepted or validly rejected the Software, Third Party Software and Hosted Services within ten (10) days of Project completion (or if applicable, installation of an Enhancement; or (d) The Software, Third Party Software and Hosted Services (or if applicable, the Enhancement) has met the acceptance criteria (if any have been agreed) subject only to Post Acceptance Corrections (Snagging List) 5.2.11 Customer acknowledges and agrees to set aside some budget for Post Acceptance Corrections and accept that such amendments (not being Errors) are part of the delivery and development process for the Hosted Service and, as such, are not covered by Support 5.2.12 The parties shall review the extent and scope of Post Acceptance Corrections identified as the Hosted Service is developed and delivered, and the budget, action plan and timescales for such Post Acceptance Corrections shall be amended accordingly 5.2.13 The provisions of clauses 5.2.11 and 5.2.12 shall apply to any new projects for Post Acceptance Correctionsall purposes under this agreement 5.3 The Customer acknowledges and agrees that TNP’s ability to deliver the Services also depends upon the Customer’s timely cooperation, as well as the accuracy and completeness of any information the Customer provides. TNP is not responsible for any loss suffered by the Customer if TNP is not provided with this cooperation and information. The Customer acknowledges and agrees that TNP will not make the Hosted SaaS Service live until it is satisfied, in its sole discretion, that the Customer holds all licenses required to operate its business in its jurisdiction 5.4 The Customer shall, for the purposes of this agreement and if required by any Order Form, afford to the authorised personnel of TNP during normal working hours or as otherwise agreed, agreed access to any agreed Customer premises and shall provide adequate free working space and such other facilities at such premises as may be reasonably requested by TNP to provide applicable Services. The Customer shall comply with its obligations under applicable health and safety regulations with respect to the provision of such access and facilities to TNP. TNP will take all practical steps to ensure that its personnel will, whenever on Customer premises, obey all reasonable security and health and safety standards, procedures and directions notified to it by the Customer 5.5 The Customer acknowledges and agrees that 5.5.1 it is solely responsible and liable to obtain maintain and provide to TNP all necessary authorisations and consents required for TNP to access the Customer’s records on the Hosted SaaS Service that TNP may reasonably require to audit the Customer’s use of the Software and Third Party Software and to check that the Customer is complying with the terms of its access and use rights under this Agreement and the Vendor Terms 5.5.2 it is solely responsible for complying with any laws or paying any taxes duties and tariffs applicable in any way to its use of the Software, Third Party Software or Hosted SaaS Service (other than taxes on the net income of TNP) and will hold harmless protect indemnify and defend TNP and its subcontractors from any claim action suit penalty tax claim, action, suit, penalty, tax, fine or tariff arising from such use or exercise of internet electronic commerce and/or any failure to comply with any such laws taxes laws, taxes, duties and tariffs. This indemnity will survive any termination of this agreement 5.6 Clauses 5.1, 5.3 and 5.5 shall survive any termination of this agreement 6.1 The License Fees, Hosting Subscription Fees and other fees for Services together with any Taxes payable thereon shall be invoiced to and paid by the Customer in advance of the period to which they relate or otherwise at the discretion of TNP or, if applicable, in accordance with any payment profile set out in any Order Form. If Customer acquires additional licenses throughout the duration of the agreement, Customer shall be invoiced the License Fee in respect of such additional licenses prior to the grant of such licenses and such License Fee shall be payable immediately. For clarity, no Third Party Software shall be ordered for Customer and neither the Software nor the Third Party Software shall be delivered to Customer under this agreement until cleared payment in full is received for the License Fees. 6.2 Unless otherwise agreed in any Order Form, the Customer shall reimburse TNP for any reasonable expenses necessarily incurred by TNP in connection with the provision of the Services 6.3 Invoices and payments shall be in US dollars ($) unless otherwise agreed. Except for any payment due and payable as set out in any Order Form, all payments shall be made by the Customer within fourteen (14) days of the date of the appropriate tax invoice issued by TNP. All fees are exclusive of Taxes (if any) which shall be paid by the Customer at the rate and in the manner for the time being prescribed by law, unless the Customer has provided TNP with an appropriate certificate of exemption from the applicable Government or taxing authority. Taxes, when applicable, shall appear as separate items on TNP's invoice. All sums payable to TNP under this agreement shall be paid free and clear of all deductions, withholdings or set off unless the deduction, withholding or set off is required by law. If any deduction or withholding is required by law to be made from any such sum, sum the Customer shall pay such additional amount as shall be required to ensure that the net amount received by TNP will equal the full amount which would have been received by it had no such deduction, withholding or set off been made 6.4 If any sum payable under this agreement is not paid within 30 days after the due date then (without prejudice to TNP’s other rights and remedies) TNP reserves the right to charge interest of one and one-half percent (1.5%) of the unpaid balance per month, or the maximum rate allowed under applicable law, whichever is the lesser amount, on all overdue amounts (not subject to a bona fide dispute), such interest accruing on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive). Such accrued interest shall be paid on demand by TNP. 6.5 Unless otherwise agreed in any Order Form, all Services shall be charged on a time and materials basis. Any estimated fee is based on the number of days estimated by TNP as being required for the provision of the relevant agreed Services. Subject to clause 6.7, TNP shall be entitled to charge the Customer for any additional days required in order to complete the provision of agreed Services. TNP shall also be entitled to charge for additional days attributable to any changes agreed by the parties to Project Documents or other Services to be delivered under this agreement or to any breach of this agreement by the Customer 6.6 Except where otherwise agreed by the parties in writing, the professional Services shall be provided between the hours of 9.00am and 5.30pm Monday to Friday excepting statutory holidays in the Customer’s jurisdiction. Where the Services are provided outside these times at the written request of the Customer, TNP may increase its then current per hour and per day rates by 100% or by 150% respectively in the case of Services provided on a Sunday or statutory holiday 6.7 Once a date for the delivery of Services has been agreed by the Customer and TNP, then both parties will take all reasonable steps to prevent that date from being cancelled or postponed. In the event that a date for delivery of a Service is cancelled or postponed by the Customer for any reason and, having made all reasonable endeavours to do so TNP is unable to redeploy to alternative paid services resources it has allocated to the delivery of such Services on such date, the following charges shall apply 6.7.1 if cancelled or postponed within 48 hours of the agreed date there will be payable by the Customer a charge calculated at 100% of the Services fees at our regular billable rates that TNP would otherwise have been entitled to charge the Customer for the delivery of Services on that date and will show up on your invoice as Missed/Late Reschedule 6.7.2 if travel has been booked for a resource to provide on-site services related to the above, you will be invoiced at cost for any associated cancellation/reschedule fees incurred for the booking TNP reserves the right to cancel or postpone any training course in the event of circumstances beyond its control, in which case its liability will be limited to refunding any fees paid in respect of the delivery of that course on that date 6.8 The Customer acknowledges and agrees that if any amount under any invoice (not subject to a bona fide dispute) is not paid on the due payment date then TNP shall be under no obligation to continue to provide or procure the provision of the relevant Service or other Services to the Customer and delivery of such services may be suspended upon immediate written notice (without prejudice to TNP’s rights under clause 13) unless and until the relevant invoice/s shall be paid in full. The Customer shall hold harmless protect and indemnify TNP against all legal and other fees and expenses incurred or charged by it in relation to the collection of any overdue accounts under this agreement or to re-active any Service suspended under this clause 6.7