Common use of RESPONSIBILITIES OF SUPPLIER Clause in Contracts

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 6.1. The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkOrder Pack; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkOrder Pack but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Workany Order Pack; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkOrder Pack; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of WorkOrder Pack; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 6.2. The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer 6.3. Unless otherwise set out in a Order Pack, the Client confirms that the Supplier may employ sub-sub- contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all its obligations under this Agreement, whether such obligations are performed by the Supplier itself, itself or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 6.4. For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and any sub- contractors it engages directly and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Customer Agreement) or other Third Parties”)Party Suppliers. 4.5 6.5. The Supplier shall provide reasonable notice will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance. 6.6. The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Customer of any change in its senior personnel engaged as part of internet (or portions thereof). Whilst the Services. Where relevantSupplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier shall replace cannot guarantee that such events will not occur. Accordingly, The Supplier disclaims any senior personnel who are removed with another appropriately skilled personand all liability resulting from or related to such events. 4.6 6.7. In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the 3 6.1the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the CustomerClient’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreement. 4.7 6.8. The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances (unless specified under the Statement of Work);Order Pack): (a) providing unauthorised use of the Managed Services outside Normal Business Hours unless by the Client or use otherwise agreed between the Parties than in writingaccordance with this Agreement; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) Client pursuant to the call for technical support. 6.9. The Supplier is not liable for defects in, or upgrade(s) delays related to the SoftwareProducts.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of Work; and; (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services; (i) provide Customer with a help desk facility for telephone support for fault diagnosis and correction of the Third-Party Software and/or Software, using on- line access as necessary. Diagnosis and solution of operational problems will, when practicable, be carried out remotely; (j) where problems cannot be resolved remotely, to carry out such work at Customer Sites as are necessary to try and resolve the problem; and (k) co-operate with the Customer in all matters relating to the Third-Party Software and/or Software and comply with all reasonable instructions. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only not be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall that are not be held liable for the actions and or omissions of any other third party its subcontractors including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 4.4 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.5 Unless expressly set out as a Service under the Statement of Work, the Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events; the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 4.6 In relation to the Managed Services Dedicated Support specifically and notwithstanding the Supplier’s obligations under Clause clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account service review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services Dedicated Support to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services Dedicated Support outside Normal Business Hours unless otherwise agreed between the Parties in writingwriting and set out in the relevant Statement of Work; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services Dedicated Support to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkOrder Form; (b) use its commercially reasonable endeavours to complete any Deliverables and/or meet any SLAs within any timescales set out under any Statement of WorkOrder Form but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of WorkOrder Form; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such reasonable steps as may be required necessary to fulfil its obligations under this Agreement and any Statement of WorkOrder Form; (f) utilising utilise suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of Order Form, and, to the extent each is applicable to the Services, the Licence Agreements or any Statement of WorkAgreements, Customer Agreement, and/or Third Party Terms; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 3.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of any other third party parties that are not its subcontractors. 3.4 The Supplier may in the provision of the Services make recommendations in relation to the Client’s system including (but not limited to) the Client’s security configuration, hardware, software and/or general IT system configuration. In the event that the Client does not wish to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding follow the Supplier’s obligations under Clause 4.1recommendations and, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of Supplier’s reasonable opinion, such refusal will have an adverse effect on the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the CustomerSupplier’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation ability to provide the Managed Services in accordance with this Agreement and the applicable Order Form, and agreement is not reached in respect of (i) any necessary action; (ii) the Services; and/or (iii) applicable Fees, then the Supplier reserves the right to cease provision the Customer affected Services in whole or in part and/or to terminate the following circumstances (unless specified under Agreement and/or the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Softwareapplicable Order Form.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables and/or meet any SLAs within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such reasonable steps as may be required necessary to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work, and, to the extent each is applicable to the Services, the Licence Agreements, Customer Agreement, and/or Third Party Terms; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer 3.3 Unless otherwise set out in the Statement of Work, the Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-sub- contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of any other third party parties who are not its subcontractors. 3.4 The Supplier may in the provision of the Services make recommendations in relation to the Client’s system including (but not limited to) the Client’s security configuration, hardware, software and/or general IT system configuration. In the event that the Client does not wish to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding follow the Supplier’s obligations under Clause 4.1recommendations and, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of Supplier’s reasonable opinion, such refusal will have an adverse effect on the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the CustomerSupplier’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation ability to provide the Managed Services to in accordance with this Agreement and the Customer in the following circumstances (unless specified under the applicable Statement of Work); , and agreement is not reached in respect of (ai) providing any necessary action; (ii) the Managed Services; and/or (iii) applicable Fees, then the Supplier reserves the right to cease provision the affected Services outside Normal Business Hours unless otherwise agreed between in whole or in part and/or to terminate the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing Agreement and/or the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Softwareapplicable Statement of Work.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The 3.3 Unless otherwise set out in the Statement of Work, the Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel parties who are removed with another appropriately skilled personnot its subcontractors. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer 3.3 Unless otherwise set out in the Statement of Work, the Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel parties who are removed with another appropriately skilled personnot its subcontractors. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 6.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) use its commercially reasonable endeavours to meet any performance dates set out in any Statement of Work but unless otherwise expressly agreed in writing in such Statement of Work, any performance dates shall be estimates only and time shall not be of the essence for the provision of any Services and/or Deliverables; (d) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements (if applicable) or any Statement of Work; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it in writing a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 6.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 6.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only not be held liable to the extent permitted under the respective Licence Agreements Agreements, for the actions or omissions of any third parties Third Party Suppliers that are not its sub-contractors and shall not be held liable for the actions and or omissions of any other third party parties including (but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)to) Microsoft. 4.5 6.4 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 6.5 The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 6.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.16.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 6.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with the Agreement; (b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services which are Out of Scope or otherwise not covered herein; (cd) training; and (de) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 5.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Workrelevant Quote; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkQuote but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Workany Quote; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkQuote; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of Licence Agreement, the Licence Agreements Customer Agreement or any Statement of WorkQuote; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 5.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The 5.3 Unless otherwise set out in a Quote, the Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all its obligations under this Agreement, whether such obligations are performed by the Supplier itself, itself or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 5.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”Customer Agreement). 4.5 5.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 5.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.15.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 5.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Workrelevant Quote); (a) unauthorised use of the Services by the Customer or use otherwise than in accordance with this Agreement; (b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services not covered herein; (cd) training; and (de) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) where expressly agreed, document the Services and provide to the Customer copies of the documentation upon request and at the completion or termination of the Statement of Work; d) commit sufficient resources resource to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practicegeneral industry practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of Work; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it at least a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services project and shall appoint a Representative (“Supplier Representative”), as the a contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, any Statement of Work whether such obligations are performed by the Supplier itself, any Supplier Affiliates or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)parties. 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Managed Services specifically internet (or portions thereof). Whilst Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and notwithstanding the Supplier’s obligations under Clause 4.1avoid such events, Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted disclaims any and all liability resulting from or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Softwaresuch events.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkWork but any dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and any Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work;; Version: 2.0 Issues Date: 01/12/2022 Page 9 of 36 Classification: Public (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreements, the Customer Agreement or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 3.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-sub- contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but parties who are not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)its subcontractors. 4.5 3.4 The Supplier shall provide reasonable notice to the Customer Client of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 4.5 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 4.6 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the SoftwareCustomer.

RESPONSIBILITIES OF SUPPLIER. 4.1 7.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) use its commercially reasonable endeavours to meet any performance dates set out in any Statement of Work but unless otherwise expressly agreed in writing in such Statement of Work, any performance dates shall be estimates only and time shall not be of the essence for the provision of any Services and/or Deliverables; (d) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements (if applicable) or any Statement of Work; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it in writing a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 7.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 7.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only not be held liable to the extent permitted under the respective Licence Agreements Agreements, for the actions or omissions of any third parties Third Party Suppliers that are not its sub-contractors and shall not be held liable for the actions and or omissions of any other third party parties including (but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)to) Microsoft. 4.5 7.4 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 7.5 The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 7.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.17.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 7.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) unauthorised use of the Hosting Services and/or Software by the Customer or use otherwise than in accordance with the Agreement; (b) providing the Managed Services (other than the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services which are Out of Scope or otherwise not covered herein; (cd) training; and (de) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and the applicable Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising utilise suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreements, the Customer Agreement or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Unless otherwise set out in a Statement of Work, the Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)Customer Agreement. 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.14, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work)): (a) unauthorised use of the Services by the Customer or use otherwise than in accordance with this Agreement; (ab) the Customer fails to complete recommended endpoint changes and/or updates documented by the Supplier within thirty (30) days of receipt of the recommendations in writing; (c) the Customer fails to remove disabled or compromised resources, endpoints, user accounts or update security policies to correspond with the Supplier’s recommendations within thirty (30) days of receipt of the recommendations in writing; (d) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (be) providing any other services not covered herein; (cf) training; and (dg) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software. 4.8 The Supplier is not liable for defects in, or delays related to, the Products.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkService Specification; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkService Specification; (c) where expressly agreed, document the Services and provide to the Client copies of the documentation upon request and at the completion or termination of the Service Specification; (d) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of WorkService Specification; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkService Specification; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of WorkService Specification; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer Client of any change in its senior personnel engaged as part of the ServicesProject. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.5 Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems code developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customerreview, to discuss the CustomerClient’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances (unless specified under the Statement of Work)circumstances; (a) unauthorised use of the Software by the Client or use otherwise than in accordance with this Agreement; (b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services not covered herein; (c) training; and (d) training in use of any upgrades; and providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related Client pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 4.1. The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) where expressly agreed, document the Services and provide to the Customer copies of the documentation upon request and at the completion or termination of the Statement of Work; (d) commit sufficient resources resource to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practicegeneral industry practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of Work; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it at least a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 4.2. The Supplier shall co-operate with the Customer in all matters relating to the Services project and shall appoint a Representative (“Supplier Representative”), as the a contact throughout the Services. 4.3 4.3. The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, any Statement of Work whether such obligations are performed by the Supplier itself, any Supplier Affiliates or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 4.4. For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)parties. 4.5 4.5. The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation 4.6. Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Managed Services specifically internet (or portions thereof). Whilst Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and notwithstanding the Supplier’s obligations under Clause 4.1avoid such events, Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted disclaims any and all liability resulting from or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Softwaresuch events.

RESPONSIBILITIES OF SUPPLIER. 4.1 5.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Workrelevant Service Specification; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkService Specification but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Workany Service Specification; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkService Specification; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of Licence Agreement, the Licence Agreements CSP Agreement or any Statement of WorkService Specification; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 5.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The 5.3 Unless otherwise set out in a Service Specification, the Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all its obligations under this Agreement, whether such obligations are performed by the Supplier itself, itself or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 5.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”Agreement). 4.5 5.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 5.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.15.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs;the (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 5.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Workrelevant Service Specification); (a) unauthorised use of the Services by the Customer or use otherwise than in accordance with this Agreement; (b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services not covered herein; (cd) training; and (de) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such reasonable steps as may be required necessary to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising utilise suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any Statement of Work and, to the extent each is applicable to the Services, of the Licence Agreements or any Statement of WorkAgreements, Customer Agreement and/or Third Party Terms; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 3.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of Third Parties or any other third party including but parties that are not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)its subcontractors. 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services from the Kick Off Date in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables to the timescales set out under in any Statement of Work but any such dates shall be estimates only;; (c) where expressly agreed in the Statement of Work, document the Services and provide to the Client copies of the documentation upon request and at the completion or termination of the Statement of Work; (cd) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Work; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of Work; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer Unless otherwise set out in a Statement of Work, the Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreementthe Contract, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier. For the avoidance of doubt, the Supplier and under shall not be held liable for the supervision actions or omissions of the Supplierany third parties that are not its subcontractors. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements and Customer Agreement for the actions or omissions of any third parties and any sub-contractors it engages directly and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer Client will have a direct contract in place with Microsoft through the CSP Agreement (together the “Customer Agreement) or other Third Parties”)Party Suppliers. 4.5 The Supplier shall provide reasonable notice to the Customer Client of any change in its senior personnel engaged as part of the ServicesProject. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 4.7 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems code developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customerreview, to discuss the CustomerClient’s service needs and ensure that the Agreement Contract is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreementthe Contract. 4.7 4.8 The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances (unless otherwise specified under the in a Statement of Work);): (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writingwriting or as set out in the relevant Statement of Work; (b) providing if any other such services are Out of Scope or not covered hereinexplicitly agreed; (c) training; and (d) providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related Client pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreements, SPLA, CSP Agreement or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the SPLA or CSP Agreement (together the “Third Parties”Agreement). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services (excluding the Hosting Services) outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 3.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables and/or meet any Service Level Arrangements within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such reasonable steps as may be required necessary to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising utilise suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any Statement of Work, and, to the extent each is applicable to the Services, of the Licence Agreements or any Statement of WorkAgreements, Customer Agreement and/or Third Party Terms; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 3.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 3.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or and/or omissions of Third Parties or any other third party including but parties that are not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)its subcontractors. 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related to the Software.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkService Specification; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkService Specification; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of WorkService Specification; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkService Specification; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of WorkService Specification; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties consisting of: (1) Datto (2) Sophos; (3) Mimecast; (4) Fluidone; (5) Softcat; and (6) Egnyte and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft the following (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement Agreement; such lists may be updated from time to time (together the “Third Parties”). 4.5 4.4 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 4.5 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 4.6 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of WorkService Specification); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and any Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of Licence Agreement, the Licence Agreements Customer Agreement or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Unless otherwise set out in a Statement of Work, the Customer confirms that the Supplier may employ sub-sub- contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all its obligations under this Agreement, whether such obligations are performed by the Supplier itself, itself or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”Customer Agreement). 4.5 The Supplier shall provide reasonable notice to does not warrant that the Customer of any change in its senior personnel engaged as part Customer’s use of the Services. Where relevantManaged Services will be: (a) free from faults, interruptions or errors; (b) available one hundred percent (100%) of the Supplier shall replace any senior personnel who are removed with another appropriately skilled persontime. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of Work)): (a) unauthorised use of the Services by the Customer or use otherwise than in accordance with this Agreement; (ab) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services not covered herein; (cd) training; and (de) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including pursuant to the call for technical support. 4.8 The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any update(s) and all liability resulting from or upgrade(s) related to such events. 4.9 The Supplier is not liable for defects in, or delays related to the SoftwareProducts. 4.10 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person.

RESPONSIBILITIES OF SUPPLIER. 4.1 6.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkProposal; (b) use its commercially reasonable endeavours to complete any Deliverables set out under in any Statement of WorkProposal; (c) use its commercially reasonable endeavours to meet any performance dates set out in any Proposal but unless otherwise expressly agreed in writing in such Proposal, any performance dates shall be estimates only and time shall not be of the essence for the provision of any Services and/or Deliverables; (d) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and Statement of WorkProposal; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkProposal; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of WorkProposal; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencingin accordance with clause 7.1, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 6.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 6.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreementthe Contract, whether such obligations are performed by the Supplier itself, or any sub-sub- contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 . For the avoidance of doubt, the Supplier shall only not be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall that are not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”)its sub- contractors. 4.5 6.4 The Supplier shall provide reasonable notice to the Customer Client of any change in its senior personnel engaged as part of the any Professional Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 6.5 The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst the Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 6.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1clause 5.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems code developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customerreview, to discuss the CustomerClient’s service needs and ensure that the Agreement Contract is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreementthe Contract. 4.7 6.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances circumstances: (unless specified under a) unauthorised use of the Statement of Work)Software by the Client or use otherwise than in accordance with the Contract; (ab) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writingwriting or as set out in the relevant Proposal; (bc) providing any other services not covered hereinwhich are Out of Scope; (cd) trainingtraining in use of any upgrades (unless specifically set out in the Proposal); and (de) providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related Client pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of WorkService Specification; (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkService Specification; (c) where expressly agreed, document the Services and provide to the Client copies of the documentation upon request and at the completion or termination of the Service Specification; (d) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of WorkService Specification; (de) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (ef) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkService Specification; (fg) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (gh) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of WorkService Specification; and (hi) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-sub- contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”). 4.5 The Supplier shall provide reasonable notice to the Customer Client of any change in its senior personnel engaged as part of the ServicesProject. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.5 Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst Supplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, Supplier cannot guarantee that such events will not occur. Accordingly, the Supplier disclaims any and all liability resulting from or related to such events. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems code developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customerreview, to discuss the CustomerClient’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances (unless specified under the Statement of Work)circumstances; (a) unauthorised use of the Software by the Client or use otherwise than in accordance with this Agreement; (b) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writingwriting or set out under a Service Specification; (bc) providing any other services not covered herein; ; (c) trainingd)training in use of any upgrades; and (de) providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related Client pursuant to the Softwarecall for technical support.

RESPONSIBILITIES OF SUPPLIER. 4.1 5.1. The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement and the Statement of Work; (b) use its commercially reasonable endeavours to complete any Deliverables within any timescales set out under any Statement of WorkWork but any such dates shall be estimates only; (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the this Agreement and any Statement of Work; (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer Client promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements Agreement or any Statement of Work; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Client Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Client Sites for the provision of the Services. 4.2 5.2. The Supplier shall co-operate with the Customer Client in all matters relating to the Services and shall appoint a an Authorised Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer 5.3. Unless otherwise set out in a Statement of Work, the Client confirms that the Supplier may employ sub-contractors without seeking the prior consent of the CustomerClient. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all its obligations under this Agreement, whether such obligations are performed by the Supplier itself, itself or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 5.4. For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and any sub- contractors it engages directly and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Customer Agreement) or other Third Parties”)Party Suppliers. 4.5 5.5. The Supplier shall provide reasonable notice will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance. 5.6. The Supplier does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the Customer of any change in its senior personnel engaged as part of internet (or portions thereof). Whilst the Services. Where relevantSupplier will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, the Supplier shall replace cannot guarantee that such events will not occur. Accordingly, The Supplier disclaims any senior personnel who are removed with another appropriately skilled personand all liability resulting from or related to such events. 4.6 5.7. In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, 5.1 the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by reviews at such intervals as are agreed between the CustomerParties, to discuss the CustomerClient’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer Client and will remain courteous during any communications with Customer Client personnel; and (f) provide the Customer Client with reasonable co-operation in relation to this Agreement. 4.7 5.8. The Supplier shall be under no obligation to provide the Managed Services to the Customer Client in the following circumstances (unless specified under the Statement of Work)): (a) unauthorised use of the Services by the Client or use otherwise than in accordance with this Agreement; (ab) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (bc) providing any other services not covered herein; (cd) training; and (de) providing the Managed Services to the Customer Client where such support would have been unnecessary if the Customer Client had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) Client pursuant to the call for technical support. 5.9. The Supplier is not liable for defects in, or upgrade(s) delays related to the SoftwareProducts.

RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall: (a) provide the Services in accordance with the terms of this Agreement Agreement, the Additional Conditions and the Statement of WorkOrder Form or Quote (as the case may be); (b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of WorkOrder Form or Quote (as applicable); (c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of WorkOrder Form or Quote (as applicable); (d) provide the Services with due care, skill and ability in accordance with Good Industry Practice; (e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of WorkOrder Form or Quote; (f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care; (g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of WorkOrder Form or Quote; and (h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it in writing a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services. 4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services. 4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier. 4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any Third Party Supplier or other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”Agreement). 4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part of the Services. Where relevant, the Supplier shall replace any senior personnel who are removed with another appropriately skilled person. 4.6 In relation to the Managed Services specifically and notwithstanding the Supplier’s obligations under Clause 4.1, the Supplier shall: (a) staff the Supplier support desk with a team of skilled individuals (whether subcontracted or not); (b) maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution; (c) maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution; (d) undertake a regular account review if requested by the Customer, to discuss the Customer’s service needs and ensure that the Agreement is in alignment with its needs; (e) use commercially reasonable endeavours to follow the instructions of the Customer and will remain courteous during any communications with Customer personnel; and (f) provide the Customer with reasonable co-operation in relation to this Agreement. 4.7 The Supplier shall be under no obligation to provide the Managed Services to the Customer in the following circumstances (unless specified under the Statement of WorkOrder Form or Quote); (a) providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing; (b) providing any other services which are Out of Scope or otherwise not covered herein; (c) training; and (d) providing the Managed Services to the Customer where such support would have been unnecessary if the Customer had implemented update(s) and upgrade(s) supplied or offered to the Customer including any update(s) or upgrade(s) related pursuant to the Softwarecall for technical support.