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SUBSCRIPTION AGREEMENT RELATING TO UNIFI PLATFORM FOR PARTNER CUSTOMERS

THIS AGREEMENT IS DATED AS PER THE END USER LICENCE ACCEPTANCE FORM

PARTIES

(1)

FINANSYS SOLUTIONS LIMITED incorporated and registered in England and Wales with company number 03636703 whose registered office is at CentralPoint, 45 Beech Street, London, EC2Y 8AD (UniFi)

The Channel Partner as identified on the End User Licence Acceptance Form (Partner)

The Customer as identified on the End User Licence Acceptance Form (Customer)

BACKGROUND

(A)

UniFi has developed certain software applications and platforms which it makes available to subscribers via the internet on a pay-per-use basis for the purpose of accounting and business process automation.

(B)

The Customer wishes to use UniFi Services (as defined below) in its business operations

(C)

UniFi has agreed to provide, and the Customer has agreed to take and pay the Partner for UniFi Services subject to the terms and conditions of this agreement.

AGREED TERMS

1.

Interpretation

1.1

The definitions and rules of interpretation in this clause apply in this agreement.

Applicable Laws

all applicable laws, statutes, regulations and codes from time to time in force.

Applicable Data Protection Laws

means:

  • To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.
  • To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which UniFi is subject, which relates to the protection of personal data.

Authorised Users

those employees, agents, independent contractors and bots of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.4.

Bot User

an Authorised User that is performing autonomous tasks and processes pursuant to a Bot User Subscription.

Bot User Subscription

a subscription model under which autonomous and robotic processes are purchased.

Confidential Information

information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5 or clause 12.6.

Credit User

an Authorised User who is an ad-hoc user of the Services through the use of Transaction Credits pursuant to a Credit User Subscription.

Credit User Subscription

a subscription model under which access to the Services is limited by the number of Transaction Credits purchased

Customer Data

the data (other than personal data as defined in the EU GDPR or the UK GDPR) inputted by the Customer, Authorised Users, Partner or UniFi on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Customer Personal Data

any personal data which UniFi processes in connection with this agreement, in the capacity of a processor on behalf of the Customer.

Documentation

the document made available to the Customer by UniFi online via www.unifiplatform.com or such other web address notified by UniFi to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date

As defined in the End User Licence Acceptance Form or the Quote/Order

EU GDPR

means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Fair Use Policy

the fair use policy available at www.unifiplatform.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by UniFi in its sole discretion from time to time.

Full Users

an Authorised User who is a subscribed user of the Services pursuant to a Full User Subscription.

Full User Subscription

a subscription model under which the user has full access to the Services.

Initial Subscription Term

the initial 12-month period beginning on the Effective Date, unless otherwise specified in the Order/Quote.

Normal Business Hours

the hours outlined in the Service Level Agreement.

Order

order/s placed by the Customer in respect of the Services

Quote

order/s placed by the Customer in respect of the Services

Renewal Period

the period described in clause 15.1.

Services

the subscription services provided by UniFi to the Customer under this agreement via www.unifiplatform.com or any other website notified to the Customer by UniFi from time to time, as more particularly described in the Documentation or Quote/Order

Service Level Agreement

the service level agreement setting out minimum levels of service for the Services, available at www.unifiplatform.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by UniFi in its sole discretion from time to time

Software

a cloud platform for Authorised Users to create and amend applications to automate their finance systems and business processes, which UniFi will provide as part of the Services.

Subscription Fees

the subscription fees payable by the Customer to Partner for the User Subscriptions, as set out in the Quote or Order, as applicable.

Subscription Term

has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Transaction Credits

credits used by Credit Users to access the Services under a Credit User Subscription

UK GDPR

has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User Management

the online portal to which the Customer can log in to raise an Order to add Full Users, Bot Users or Transaction Credits, as applicable

User Subscriptions

the Full User Subscriptions, Bot User Subscriptions and Credit User Subscriptions purchased by the Customer pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus

any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network,

any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2

Clause and paragraph headings shall not affect the interpretation of this agreement.

1.3

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.

1.4

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.7

A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.8

A reference to writing or written includes e-mail

2.

User subscriptions

2.1

Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3, clause 4.2 and clause 10.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, UniFi hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2

In relation to the Authorised Users, the Customer undertakes that:

2.2.1

the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation as Full Users shall not exceed the number of Full User Subscriptions it has purchased from time to time;

2.2.2

it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual

Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; and

2.2.3

each Authorised User shall keep a secure password for their use of the Services and Documentation and keep their password confidential.

2.2.4

it shall maintain a written, up to date list of current Authorised Users and provide such list to UniFi within 5 Business Days of UniFi written request at any time or times;

2.2.5

it shall permit UniFi or UniFi designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this Agreement. Each such audit may be conducted no more than once per quarter, at UniFi expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;

2.2.6

if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to UniFi’s other rights, the Customer shall promptly disable such passwords and UniFi shall not issue any new passwords to any such individual; and

2.2.7

if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to UniFi, then without prejudice to UniFi’s other rights, the Customer shall pay to UniFi an amount equal to such underpayment as calculated in accordance with the prices set out in the Quote or Order (as applicable) within 10 Business Days of the date of the relevant audit.

2.3

The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

2.3.1

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.3.2

facilitates illegal activity;

2.3.3

depicts sexually explicit images;

2.3.4

promotes unlawful violence;

2.3.5

is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.3.6

is otherwise illegal or causes damage or injury to any person or property;

and UniFi reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4

The Customer shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

2.4.1

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

2.4.2

attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

2.4.3

access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

2.4.4

use the Services and/or Documentation to provide services to third parties; or

2.4.5

subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

2.4.6

attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

2.4.7

introduce, or permit the introduction of, any Virus or Vulnerability into UniFi’s network and information systems.

2.5

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify UniFi.

2.6

The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.

Addition and Reduction of Full User Subscriptions and Bot User Subscriptions

3.1

Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term purchase a minimum of 5 additional Full User Subscriptions in excess of the number set out in the Quote or Order, as applicable and UniFi shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

3.2

If the Customer wishes to purchase additional Full User Subscriptions or Bot User Subscriptions, the Customer can place an Order.

3.3

The Customer can reduce the number of Full User Subscriptions or Bot User Subscriptions subject to providing UniFi or the Partner with 90 days’ written notice, such notice to expire at the end of the Initial Subscription Term or Renewal Term, as applicable.

4.

Addition and Reduction of Credit User Subscriptions

4.1

Subject to clause 4.2, the Customer may, from time to time during any Subscription Term purchase any number of additional Transaction Credits by placing an Order.

4.2

The Customer can reduce the number of Credit User Subscriptions subject to providing UniFi or the Partner with 90 days’ written notice, such notice to expire at the end of the Initial Subscription Term or Renewal Term, as applicable.

5.

Services

5.1

UniFi shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

5.2

UniFi shall use commercially reasonable endeavours to make the Services available in accordance with the Service Level Agreement.

5.3

UniFi will, as part of the Services and at no additional cost to the Customer, provide the Customer with UniFi’s standard customer support services in accordance with, and in adherence to, the Service Level Agreement.

5.4

The Customer accepts and acknowledges that the provision of the Services is further subject to the terms of the Fair Use Policy.

6.

Customer Data and personal data

6.1

The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

6.2

UniFi shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at www.unifiplatform.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by UniFi in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy against UniFi shall be for UniFi to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by UniFi in accordance with the archiving procedure described in its Back-Up Policy. UniFi shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by UniFi to perform services related to Customer Data maintenance and back-up).

6.3

UniFi shall, in providing the Services, comply with its Security and Data Protection Policy relating to the privacy and security of the Customer Data available at www.unifiplatform.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by UniFi in its sole discretion.

6.4

For the purposes of this clause 6, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

6.5

Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

6.6

Without prejudice to clause 6.5, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to UniFi for the duration and purposes of this agreement.

6.7

The details relating to the processing of personal data by UniFi are:

6.7.1

Scope and Purpose of processing: the provision of the Services

6.7.2

Nature: accessing the personal data via the User Management

6.7.3

Duration of the processing: the Subscription Term

6.7.4

Types of personal data: name and email address

6.7.5

Categories of data subject: the Authorised Users

6.8

Without prejudice to clause 6.5, UniFi shall, in relation to the Customer Personal Data:

6.8.1

process that Customer Personal Data only on the documented instructions of the Customer unless UniFi is required by Applicable Laws to otherwise process that Customer Personal Data. Where UniFi is relying on Applicable Laws as the basis for processing Customer Personal Data, UniFi shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit UniFi from so notifying the Customer on important grounds of public interest. UniFi shall inform the Customer if, in the opinion of UniFi, the instructions of the Customer infringe Applicable Data Protection Laws;

6.8.2

implement the technical and organisational measures set out in the Security and Data Protection Policy to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

6.8.3

ensure that any personnel engaged and authorised by UniFi to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

6.8.4

assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to UniFi), and at the Customer’s cost and written request, in responding to any request from a data subject and in ensuring the Customer’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

6.8.5

notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

6.8.6

at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the agreement unless UniFi is required by Applicable Law to continue to process that Customer Personal Data; and

6.8.7

maintain records to demonstrate its compliance with this clauses 6.4 – 6.10 and allow for reasonable audits by the Customer or the Customer’s designated auditor, for this purpose, on reasonable written notice.

6.9

The Customer provides its prior, general authorisation for UniFi to:

6.9.1

appoint processors to process the Customer Personal Data, provided that UniFi:

(a)

shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on UniFi in this clause 6;

(b)

shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of UniFi; and

(c)

shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to UniFi’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Customer shall indemnify UniFi for any losses, damages, costs (including legal fees) and expenses suffered by UniFi in accommodating the objection.

6.9.2

transfer Customer Personal Data outside of the UK as required for the purpose set out in clause 6.7, provided that UniFi shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of UniFi, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer).

6.10

UniFi’s liability for losses arising from breaches of clauses 6.4 – 6.10 is as set out in clause 14.3.2

7.

Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. UniFi makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not UniFi.

 

UniFi recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. UniFi does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

8.

UniFi’s obligations

8.1

UniFi undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

8.2

The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to UniFi’s instructions, or modification or alteration of the Services by any party other than UniFi or UniFi’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, UniFi will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3

Notwithstanding the foregoing, UniFi:

8.3.1

does not warrant that

(a)

the Customer’s use of the Services will be uninterrupted or error-free;

(b)

that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; o

(c)

the Software or the Services will be free from Vulnerabilities or Viruses

8.3.2

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4

This agreement shall not prevent UniFi from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5

UniFi warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

9.

Customer’s obligations

The Customer shall:

9.1

provide UniFi with:

9.1.1

all necessary co-operation in relation to this agreement; and

9.1.2

all necessary access to such information as may be required by UniFi;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

9.2

without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

9.2

without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

9.3

carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, UniFi may adjust any agreed timetable or delivery schedule as reasonably necessary;

9.4

ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

9.5

obtain and shall maintain all necessary licences, consents, and permissions necessary for UniFi, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

9.6

ensure that its network and systems comply with the relevant specifications provided by UniFi from time to time; and

9.7

be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to UniFi’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

10.

Charges and payment

10.1

The Customer shall pay the Subscription Fees to the Partner for the User Subscriptions in accordance with this clause 10 and the Quote or Order, as applicable.

10.2

The Customer shall on the Effective Date provide to the Partner valid, up-to-date and complete credit card details or approved purchase order information acceptable to Partner and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

10.2.1

its credit card details to Partner, the Customer hereby authorises Partner to bill such credit card:

(a)

on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; an

(b)

subject to clause 15.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

10.2.2

its approved purchase order information to Partner, Partner shall invoice the Customer:

(a)

on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(a)

subject to clause 15.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

10.3

If Partner has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Partner:

10.3.1

UniFi may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and UniFi shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

10.3.2

interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.4

If Partner has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Partner:

10.4.1

shall be payable in the currency set out in the Quote/Order;

10.4.2

are, subject to clause 14.3.2, non-cancellable and non-refundable;

10.4.3

are exclusive of value added tax, which shall be added to Partner invoice(s) at the appropriate rate; and

10.4.4

may be further subject to the Fair Use Policy.

10.5

UniFi shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional Full User Subscriptions or Bot User Subscriptions purchased pursuant to clause 3, and the fees payable in respect of the additional Credit User Subscriptions/Transaction Credits purchased pursuant to clause 4.1 in accordance with the Quote or Order, as applicable.

10.6

If the Customer wishes to reduce the number of User Subscriptions for the next Renewal Period, then it must notify Partner in writing 90 days before the start of the next Renewal Period. The applicable Subscription Fees for the next Renewal Period will be calculated in accordance with UniFi then current rates and the Quote or Order, as applicable, shall be deemed to have been amended accordingly.

11.

Proprietary rights

The Customer acknowledges and agrees that UniFi and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

12.

Confidentiality and compliance with policies

12.1

Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

12.1.1

is or becomes publicly known other than through any act or omission of the receiving party;

12.1.2

was in the other party’s lawful possession before the disclosure;

12.1.3

is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

12.1.4

is independently developed by the receiving party, which independent development can be shown by written evidence.

12.2

Subject to clause 12.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

12.3

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

12.4

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

12.5

The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute UniFi’s Confidential Information.

12.6

UniFi and the Partner acknowledges that the Customer Data is the Confidential Information of the Customer.

12.7

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.8

The above provisions of this clause 12 shall survive termination of this agreement, however arising.

13.

Indemnity

13.1

The Customer shall defend, indemnify and hold harmless UniFi against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:

13.1.1

the Customer is given prompt notice of any such claim;

13.1.2

UniFi provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

13.1.3

the Customer is given sole authority to defend or settle the claim.

13.2

UniFi shall defend the Customer, its officers, directors and employees against any claim that the Customer’s use of the Services or Documentation in accordance with this agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

13.2.1

UniFi is given prompt notice of any such claim;

13.2.2

the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to UniFi in the defence and settlement of such claim, at UniFi’s expense; and

13.2.3

UniFi is given sole authority to defend or settle the claim.

13.3

In the defence or settlement of any claim, UniFi may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

13.4

In no event shall UniFi, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

13.4.1

a modification of the Services or Documentation by anyone other than UniFi; or

13.4.2

the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by UniFi; or

13.4.3

the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from UniFi or any appropriate authority.

13.5

The foregoing and clause 14.3.2 states the Customer’s sole and exclusive rights and remedies, and UniFi’s (including UniFi’s employees’, agents’ and sub-contractors’) entire obligations and

liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

14.

Limitation of liability

14.1

Except as expressly and specifically provided in this agreement:

14.1.1

the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. UniFi shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to UniFi by the Customer in connection with the Services, or any actions taken by UniFi at the Customer’s direction;

14.1.2

all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

14.1.3

the Services and the Documentation are provided to the Customer on an ‘as is’ basis.

14.2

Nothing in this agreement excludes the liability of UniFi:

14.2.1

for death or personal injury caused by UniFi’s negligence; or

14.2.2

for fraud or fraudulent misrepresentation.

14.3

Subject to clause 14.1 and clause 14.2:

14.3.1

UniFi shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

14.3.2

UniFi’s total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose

14.4

Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of UniFi’s Intellectual Property Rights.

15.

Term and termination

15.1

This agreement shall, unless otherwise terminated as provided in this clause 15, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this

agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

15.1.1

either party notifies the other party of termination, in writing, at least 90 days before the commencement of any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or the preceding Renewal Period; or

15.1.2

otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

15.2

Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

15.2.1

the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

15.2.2

the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

15.2.3

the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

15.2.4

the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.2.5

a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

15.2.6

an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

15.2.7

the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

15.2.8

a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

15.2.9

a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or

sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

15.2.10

any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.2.3 to clause 15.2.9 (inclusive); or

15.2.11

the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

15.3

On termination of this agreement for any reason:

15.3.1

all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

15.3.2

each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

15.3.3

UniFi may destroy or otherwise dispose of any of the Customer Data in its possession unless UniFi or Partner receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. UniFi shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by UniFi in returning or disposing of Customer Data; and

15.3.4

any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced

16.

Force majeure

UniFi shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of UniFi or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

17.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19.

Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law

20.

Severance

20.1

If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2

If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21.

Entire agreement

21.1

This agreement, along with the Quote, Order and Documentation constitute the entire agreement between the parties and supersedes and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement, the Quote, Order or Documentation.

21.3

Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement, the Quote, Order or Documentation.

22.

Assignment

22.1

The Customer shall not, without the prior written consent of UniFi, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2

UniFi may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

23.

No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24.

Third party rights

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25.

Notices

25.1

Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by electronic transmission (including email) to such address as has been provided by that party for such purposes.

25.2

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9.00am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by electronic transmission shall be deemed to have been received at the time of transmission.

26.

Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

28.

Partner Termination

Termination of the Partner shall not affect the licence to the UniFi Platform granted to the Customer as per this agreement. In the event the Partner is terminated, the Licence Fee shall be payable by the Customer directly to UniFi in accordance with the terms of this agreement

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Maya is the UniFi Partner Account Manager at FinanSys with an extensive background in partner management and business development. With experience in forging strategic alliances across international markets, she excels in business consulting and sales within the IT industry.

Maya is dedicated to driving growth and extending market reach by cultivating innovative business opportunities and developing profitable partnerships with Independent Software Vendors (ISVs) and both global and local System Integrators. Guided by her core principles of trust, open-mindedness, integrity, proactivity, and clear communication, she embodies the spirit of simplifying complex technology with knowledge, hard work, and skill.

Emma is a Business Development Manager at FinanSys with a strong background in accounting. She holds the AAT qualification and is part-qualified as a Chartered Accountant with ICAEW. Previously, Emma served as Finance Manager, where she oversaw all financial operations and successfully implemented a new financial management system. With 7 years of experience, Emma prides herself in identifying challenges faced by finance teams and delivering effective solutions, leveraging her expertise in accounting and financial systems.

Glyn is the Business Development Director at UniFi. Qualified as both a barrister and a chartered accountant, he has dedicated his career to merging these disciplines to drive impactful results. Since entering the IT industry in 1998, he has held diverse roles ranging from back-office accounting to frontline sales, culminating in leadership positions where experience has honed his strategic vision.

His leadership philosophy focuses on nurturing and empowering teams, fostering an environment where they not only achieve exceptional growth but also enjoy the journey together.

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