Common use of Basis of the Agreement Clause in Contracts

Basis of the Agreement. 3.1 This Agreement constitutes the complete and final expression of the entire and only understanding of the provision of Services from the Supplier to the Client regarding the subject matter of this Agreement and supersedes any prior written or oral representations. 3.2 Client agrees not to use the Services for any unlawful, fraudulent or abusive purpose. Supplier has the right to interrupt, suspend or terminate Services if it suspects that the Client is engaging in unlawful, fraudulent or abusive activity. 3.3 Supplier will use commercially reasonable efforts to keep its Services operational. There will be periods of downtime for maintenance, upgrades and other unexpected reasons. Supplier will attempt to provide at least 24 hours notice for scheduled maintenance or downtime. 3.4 Hosting infrastructure will be supplied by supplier partner DataVita Limited and all data will be hosted in the United Kingdom. 3.5 Supplier makes no guarantees or warranties as to uptime or availability of its services, however it is anticipated that uptime will be around 99.9%. 3.6 Client affirms that they are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by and comply with the terms and obligations of this agreement. 3.7 Supplier will make commercially reasonable efforts to provide a resolution designed for resolving a Support Request in accordance with the table below (Severity Levels). Due to the varied nature and complexity of problems associated with software and associated hardware, Supplier does not guarantee Errors will be fixed in a certain period of time. The Response Times are for diagnosing problems only. Errors will be resolved in line with severity, access availability, diagnosis, resourcing and any other terms as outlined within this Service Level Agreement. 3.8 Supplier is under no obligation to correct errors or provide help desk support once the Support Hours have been utilised. 3.9 Supplier must reproduce Client errors in order to resolve such issues. Client agrees to fully cooperate and to allocate necessary time in order to work closely with Supplier to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. 3.10 Client shall be responsible for using the appropriate method of raising Support Requests to the Supplier. The Client is obligated to provide accurate and reliable information as well as providing as much detail as possible to assist with diagnosing the Support Request. 3.11 Support Requests which have been updated by Supplier but no response has been provided by Client within 5 business days will be treated as closed. 3.12 Time spent by the Supplier to process a clients Support Request will be deducted from the Client’s Support Hours. This includes time spent interacting with the Client, when conducting diagnosis, research, development and document creation or during the provision of any fix, solution or other Service. 3.13 This Agreement applies to a single production instance of SuiteCRM. Staging, Development, UAT and other environments directly related to the production instance may be supported upon request, at the discretion of the Supplier. Support Requests involving non-production environments will be treated as a Severity Level 4 request. 3.14 Estimates for Support Requests can be provided upon request by the Client. The time spent by the Supplier in preparing an estimate will be deducted from the Client’s Support Hours. An estimate is subject to change and is non-binding. 3.15 Support Services will be delivered through the most appropriate medium, as determined by the Supplier. This can include: • Support Portal • Email • Video call • Screen sharing sessions • Software version control • Other solutions deemed suitable at the time

Basis of the Agreement. 3.1 This Agreement constitutes the complete and final expression of the entire and only understanding of the provision of Services from the Supplier to the Client regarding the subject matter of this Agreement and supersedes any prior written or oral representations. 3.2 Client agrees not to use the Services for any unlawful, fraudulent or abusive purpose. Supplier has the right to interrupt, suspend or terminate Services if it suspects that the Client is engaging in unlawful, fraudulent or abusive activity. 3.3 Supplier will use commercially reasonable efforts to keep its Services operational. There will be periods of downtime for maintenance, upgrades and other unexpected reasons. Supplier will attempt to provide at least 24 hours notice for scheduled maintenance or downtime. 3.4 Hosting infrastructure will be supplied by supplier partner DataVita Limited and all data will be hosted in the United Kingdom. 3.5 Supplier makes no guarantees or warranties as to uptime or availability of its services, services however it is anticipated that uptime will be around 99.9%. 3.6 3.5 Client affirms that they are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by and comply with the terms and obligations of this agreement. 3.7 3.6 Supplier will make commercially reasonable efforts to provide a resolution designed for resolving a Support Request in accordance with the table below (Severity Levels). Due to the varied nature and complexity of problems associated with software and associated hardware, Supplier does not guarantee Errors will be fixed in a certain period of time. The Response Times are for diagnosing problems only. Errors will be resolved in line with severity, access availability, diagnosis, resourcing and any other terms as outlined within this Service Level Agreement. 3.8 Supplier is under no obligation to correct errors or provide help desk 3.7 Client may purchase additional support once hours in bundles of 10 at the Support Hours have been utilisedrate of £120 per hour. Larger bundles can be purchased on written agreement with Supplier. 3.9 3.8 Supplier must reproduce Client errors in order to resolve such issuesissues reported. Client agrees to fully cooperate and to allocate necessary time in order to work closely with Supplier to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. 3.10 3.9 Client shall be responsible for using the appropriate method of raising creating Support Requests to the Supplier. The Client is obligated to provide accurate and reliable information as well as providing as much detail as possible to assist with diagnosing processing the Support Requestrequest. 3.11 3.10 Support Requests which have been updated by Supplier but no response has been provided by Client within 5 business days will be treated as closed. 3.12 3.11 Time spent by the Supplier to process a clients Support Request will be deducted from the Client’s Support Hours. This includes time spent interacting with the Client, when conducting diagnosis, research, development and document creation or during the provision of any fix, solution or other Service. 3.13 3.12 This Agreement applies to a single production instance of SuiteCRM. Staging, Development, UAT and other environments directly related to the production instance may be supported upon request, at the discretion of the Supplier. Support Requests involving non-production environments will be treated as a Severity Level 4 request. 3.14 3.13 Estimates for Support Requests can be provided upon request by the Client. The time spent by the Supplier in preparing an estimate will be deducted from the Client’s Support Hours. An estimate is subject to change and is non-binding. 3.15 Support 3.14 Services will be delivered through the most appropriate medium, as determined by the Supplier. This can include: • Support Portal • Email • Video call • Screen sharing sessions • Software version control • Other solutions deemed suitable at the timetime Severity 1 Within 2 hours During Standard Business Hours Within 1 hour 24 / 7 / 365 Severity 2 Within 6 hours During Standard Business Hours Within 4 hours During Standard Business Hours Severity 3 Within 2 working days During Standard Business Hours Within 1 working day During Standard Business Hours Severity 4 Within 10 working days During Standard Business Hours Within 5 working days During Standard Business Hours

Basis of the Agreement. 3.1 This Agreement constitutes the complete and final expression of the entire and only understanding of the provision of Services from the Supplier to the Client regarding the subject matter of this Agreement and supersedes any prior written or oral representations. 3.2 Client agrees not to use the Services for any unlawful, fraudulent or abusive purpose. Supplier has the right to interrupt, suspend or terminate Services if it suspects that the Client is engaging in unlawful, fraudulent or abusive activity. 3.3 Supplier will use commercially reasonable efforts to keep its Services operational. There will be periods of downtime for maintenance, upgrades and other unexpected reasons. Supplier will attempt to provide at least 24 hours notice for scheduled maintenance or downtime. 3.4 Hosting infrastructure will be supplied by supplier partner DataVita Limited and all data will be hosted in the United Kingdom. 3.5 Supplier makes no guarantees or warranties as to uptime or availability of its services, services however it is anticipated that uptime will be around 99.9%. 3.6 3.5 Client affirms that they are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into, abide by and comply with the terms and obligations of this agreement. 3.7 3.6 Supplier will make commercially reasonable efforts to provide a resolution designed for resolving a Support Request in accordance with the table below (Severity Levels). Due to the varied nature and complexity of problems associated with software and associated hardware, Supplier does not guarantee Errors will be fixed in a certain period of time. The Response Times are for diagnosing problems only. Errors will be resolved in line with severity, access availability, diagnosis, resourcing and any other terms as outlined within this Service Level Agreement. 3.8 Supplier is under no obligation to correct errors or provide help desk 3.7 Client may purchase additional support once hours in bundles of 10 at the Support Hours have been utilisedrate of £150 per hour. Larger bundles can be purchased on written agreement with Supplier. 3.9 3.8 Supplier must reproduce Client errors in order to resolve such issuesissues reported. Client agrees to fully cooperate and to allocate necessary time in order to work closely with Supplier to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. 3.10 3.9 Client shall be responsible for using the appropriate method of raising creating Support Requests to the Supplier. The Client is obligated to provide accurate and reliable information as well as providing as much detail as possible to assist with diagnosing processing the Support Requestrequest. 3.11 3.10 Support Requests which have been updated by Supplier but no response has been provided by Client within 5 business days will be treated as closed. 3.12 3.11 Time spent by the Supplier to process a clients Support Request will be deducted from the Client’s Support Hours. This includes time spent interacting with the Client, when conducting diagnosis, research, development and document creation or during the provision of any fix, solution or other Service. 3.13 3.12 This Agreement applies to a single production instance of SuiteCRM. Staging, Development, UAT and other environments directly related to the production instance may be supported upon request, at the discretion of the Supplier. Support Requests involving non-production environments will be treated as a Severity Level 4 request. 3.14 3.13 Estimates for Support Requests can be provided upon request by the Client. The time spent by the Supplier in preparing an estimate will be deducted from the Client’s Support Hours. An estimate is subject to change and is non-binding. 3.15 Support 3.14 Services will be delivered through the most appropriate medium, as determined by the Supplier. This can include: • Support Portal • Email • Video call • Screen sharing sessions • Software version control • Other solutions deemed suitable at the timetime Severity 1 Client’s production server or other mission critical system(s) are down and no workaround is immediately available and (i) all or a substantial portion of Client’s mission critical data is at a significant risk of loss or corruption; (ii) Client has had a substantial loss of service; or (iii) there has been a breach in security of access to personal data. No issues with client software or third-party software will be treated as a Severity 1 Error. Laboratory, sandbox, or demonstration systems or any system that has not completed User Acceptance Testing are excluded from Severity 1 Errors. SalesAgility reserves the right to downgrade Severity 1 Errors if Client does not provide appropriate resource to assist in the resolution of the problem. Severity 2 Major functionality is severely impaired such that (i) operations can continue in a restricted fashion, although long-term data integrity might be adversely affected; or (ii) only a temporary workaround is available. No issues with client software or third-party software will be treated as a Severity 2 Error. Laboratory, demonstration systems or any system that has not completed User Acceptance Testing are excluded from Severity 2 Errors. Severity 3 Partial, non-critical loss of functionality of the SuiteCRM software such that the operation of some component(s) is impaired but allows the user to continue using the Software. No issues with client software or third-party software will be treated as a Severity 3 Error. Severity 4 General questions, Enquiries, Change Requests, Software Development, Upgrades, Migrations, Training Requests, Audits, Cosmetic issues and any other request not covered by the definitions above. Severity 1 Within 2 hours During Standard Business Hours Within 1 hour 24 / 7 / 365 Severity 2 Within 6 hours During Standard Business Hours Within 4 hours During Standard Business Hours Severity 3 Within 2 working days During Standard Business Hours Within 1 working day During Standard Business Hours Severity 4 Within 10 working days During Standard Business Hours Within 5 working days During Standard Business Hours