Master Subscription Agreement

In this Agreement:

Clause headings do not affect interpretation. Words such as "including" and "for example" are illustrative and do not limit the preceding words. A reference to writing includes email, but not other electronic messaging.

Order Forms. Each Order Form is a separate contract that incorporates this Agreement. A Customer Affiliate may buy under this Agreement by signing its own Order Form, and is then the "Customer" for that Order Form.

Order of precedence. If there is any conflict, the following order applies:

• (a)the Order Form, but only for the specific commercial terms it expressly states;
• (b)this Agreement, including its Schedules; and
• (c)the Documentation.

Purchase order terms excluded. Terms in any Customer purchase order, supplier portal, vendor registration form, online acceptance or similar document do not form part of the contract and have no effect, even if Axolt accepts, signs or acknowledges that document.

Provision of Services. Axolt will make the Services available to the Customer during the Subscription Term in accordance with this Agreement and the applicable Order Forms.

Support. Axolt will provide standard support at no additional charge through support.axolt.com during UK Business Day working hours (09:00 to 17:30 UK time), unless an Order Form specifies an enhanced support plan. Axolt will use reasonable efforts to respond within the following target times, which are targets and not guarantees:

Salesforce releases. Axolt will use commercially reasonable efforts to keep the Services compatible with each major Salesforce Platform release within a reasonable time after that release becomes generally available.

Updates and changes. Axolt may update the Services from time to time. Axolt will not materially reduce the overall functionality of the Services during a Subscription Term, except where required by law, by a change to the Salesforce Platform, or to address a security risk.

Supported versions. Axolt supports the current version of the Services and the two immediately preceding major versions. Support for older versions, or for customisations not developed by Axolt, is chargeable at Axolt's then-current rates.

User subscriptions. Subscriptions are purchased per User unless an Order Form states otherwise. A User subscription may not be shared or used by more than one individual, but may be reassigned to a new User who replaces a former User who no longer needs access.

Customer responsibilities. The Customer will:

• (a)be responsible for its Users' compliance with this Agreement and for all activity under their accounts;
• (b)be responsible for the accuracy, quality and legality of Customer Data and the means by which it was obtained;
• (c)use commercially reasonable efforts to prevent unauthorised access to or use of the Services, and notify Axolt promptly of any it becomes aware of;
• (d)obtain and maintain, at its own cost, the Salesforce Platform licences, editions, storage, API access, limits, settings and permissions that the Services require, as stated in the Documentation;
• (e)maintain appropriate backups of, and the ability to export, Customer Data held in its Salesforce org, using Salesforce backup tools or another solution of its choice; and
• (f)use the Services only in accordance with the Documentation, the Salesforce Platform terms that apply to it, and applicable law.

Axolt is not responsible for any delay, failure, loss or additional cost resulting from the Customer's failure to comply with this clause 4.2.

Restrictions. The Customer will not, and will not permit any person to:

• (a)make the Services available to anyone other than its Users, or sell, resell, license, sublicense, rent, lease or distribute them, or use them on a time-sharing or service bureau basis;
• (b)copy, modify, translate, decompile, disassemble or reverse engineer the Services, or create derivative works from them, except to the extent expressly permitted by law that cannot be excluded;
• (c)access the Services to build a competing product or service, or to copy their features, functions, design or user interface;
• (d)use the Services to store or transmit Malicious Code, or material that is unlawful, infringing, defamatory or harmful;
• (e)interfere with or disrupt the integrity or performance of the Services or third-party data within them;
• (f)attempt to gain unauthorised access to the Services or related systems, or bypass any licence, usage or security control; or
• (g)use the Services in breach of applicable export control or sanctions laws.

Suspension for misuse. Axolt may suspend access for a specific User, or for the Customer, if their use presents an imminent security risk to the Services or others, breaches clause 4.3, or may expose Axolt to liability. Axolt will give prior notice where reasonably practicable, limit the suspension to what is necessary, and restore access promptly once the issue is resolved.

Platform dependency. The Services run on the Salesforce Platform. The availability, performance, security, maintenance and data residency of the Salesforce Platform are controlled by Salesforce and not by Axolt. Axolt is not responsible for any outage, change, restriction or withdrawal of the Salesforce Platform, and such an event is not a breach of this Agreement by Axolt.

Customer-held Salesforce licences. Where the Customer holds its own Salesforce licences, its use of the Salesforce Platform is governed solely by its own agreement with Salesforce.

Axolt-supplied platform licences. Where an Order Form includes Salesforce Platform licences supplied by Axolt (including embedded or OEM licences):

• (a)those licences may be used only to access the Services and any other application sold with an embedded licence, and may not be used to access standard Salesforce CRM functionality (including leads, opportunities, campaigns, cases, solutions and forecasts) unless the Customer licenses that functionality separately from Salesforce;
• (b)the Customer will comply with the Salesforce end-user terms that apply to those licences, which Axolt will provide on request and which form part of this Agreement, and Salesforce may enforce those terms as a third-party beneficiary; and
• (c)Axolt commits to Salesforce for those licences for the full Subscription Term. Accordingly, they are non-cancellable and cannot be reduced during a Subscription Term, regardless of billing frequency or actual use.

Audit and excess use. Salesforce or Axolt may verify the Customer's use of Axolt-supplied platform licences. If that use exceeds the licences purchased, or extends to functionality outside clause 5.3(a), the Customer will pay, within 30 days of written notice, fees for the excess use at the applicable list price from the date the excess use began until the end of the Subscription Term, together with any amount Salesforce charges Axolt as a result.

Withdrawal of platform supply. If Salesforce ceases to make the Salesforce Platform or the relevant licences available to Axolt on commercially reasonable terms, Axolt may end the affected Services on as much notice as is reasonably practicable and will refund any prepaid fees for the period after the end date. This is the Customer's sole remedy for that event.

Salesforce changes. Salesforce may change the Salesforce Platform from time to time, including its APIs, governor limits, security requirements, features, editions, product availability and pricing (each a "Salesforce Change"). The Customer acknowledges that the Services operate within Salesforce governor limits and technical restrictions, which may limit performance, data volumes and functionality. Axolt will use commercially reasonable efforts to adapt the Services to Salesforce Changes, but:

• (a)Axolt may modify, replace or withdraw any feature affected by a Salesforce Change where adapting it would require disproportionate effort or cost;
• (b)Axolt is not required to carry out customer-specific work at its own cost, and any adaptation of the Customer's customisations, integrations or Professional Services deliverables required by a Salesforce Change is a chargeable Professional Service; and
• (c)a Salesforce Change, and any resulting limitation of the Services, is not a breach of this Agreement by Axolt.

If a withdrawal under clause 5.6(a) materially reduces the overall functionality of the Services, the Customer may terminate the affected Services by written notice within 30 days of being notified of the withdrawal, and Axolt will refund prepaid fees for the remainder of the Subscription Term. This is the Customer's sole remedy for a Salesforce Change.

Salesforce price increases. If Salesforce increases the price it charges Axolt for Axolt-supplied platform licences during a Subscription Term, Axolt may pass that increase through to the Customer, without margin, on at least 30 days' written notice.

Non-Axolt Applications. Axolt does not warrant, support or accept responsibility for Non-Axolt Applications, whether or not Axolt recommends, resells or integrates with them. The Customer's use of a Non-Axolt Application is governed by the terms between the Customer and its provider. If the Customer enables a Non-Axolt Application, the Customer authorises Axolt to allow its provider to access Customer Data as required for it to interoperate with the Services. Axolt is not responsible for any disclosure, modification or deletion of Customer Data by a Non-Axolt Application or its provider, or for any effect on the Services if a Non-Axolt Application ceases to be available.

AI Features. AI Features may use Salesforce Agentforce, the Salesforce Einstein Trust Layer or other third-party models, and may be subject to usage limits or consumption charges stated in an Order Form or the Documentation. The Customer acknowledges and agrees that:

• (a)Output is generated automatically, may be inaccurate, incomplete or inappropriate, and may not be unique to the Customer;
• (b)the Customer is solely responsible for reviewing Output and for any decision to rely or act on it, including before placing or amending orders, posting financial entries, adjusting inventory, releasing production, or making any quality, safety, clinical or regulatory decision;
• (c)the Customer is responsible for configuring appropriate approvals, permissions and human review for any AI Feature that can create, change or delete records or trigger transactions; and
• (d)the Customer will not use AI Features to make decisions that produce legal or similarly significant effects on individuals without meaningful human review.

AI and Customer Data. Axolt will not use Customer Data or Output to train any general-purpose artificial intelligence model. As between the parties, the Customer owns its Output, subject to the rights of any third-party model provider.

AI liability. Axolt is not liable for any loss, damage or claim arising from Output or from the Customer's use of or reliance on Output, including Output that is inaccurate, fabricated, incomplete or inappropriate, Output resulting from the Customer's prompts, instructions, data or configuration, actions approved or permitted by the Customer, and output of third-party models, except to the extent the loss is directly caused by Axolt's breach of this Agreement.

Fees. The Customer will pay all fees stated in its Order Forms. Unless an Order Form expressly states otherwise:

• (a)fees are based on subscriptions purchased and not on actual usage;
• (b)payment obligations are non-cancellable and fees paid are non-refundable;
• (c)the number of subscriptions and modules purchased cannot be reduced during the Subscription Term; and
• (d)subscriptions added during a Subscription Term will end on the same date as the existing subscriptions and are charged pro rata for the remainder of the Subscription Term.

Billing frequency does not change the Subscription Term. Subscription Terms are annual unless an Order Form states otherwise. Where Axolt agrees to invoice quarterly or monthly, that is a payment arrangement only. It does not shorten the Subscription Term, and it does not give the Customer any right to cancel or reduce subscriptions between invoices.

Invoicing and payment. Unless an Order Form states otherwise, fees are invoiced annually in advance and are due within 30 days of the invoice date. Where the Customer pays by card or direct debit, it authorises Axolt to collect all fees due for the Subscription Term. The Customer is responsible for keeping its billing and contact details complete and accurate. Any delay by the Customer in issuing a purchase order or completing supplier onboarding does not delay the due date for payment. All amounts are payable in full without set-off, counterclaim or deduction, except any withholding required by law under clause 7.7.

Late payment. Overdue amounts carry interest from the due date until payment at the lower of 1.5% per month and the maximum rate permitted by law, accruing daily. The parties agree this is a substantial remedy for late payment for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998. Axolt may also make future renewals and Order Forms conditional on shorter payment terms or payment in advance.

Suspension and acceleration for non-payment. If any undisputed amount is 30 days or more overdue (or 10 days or more for amounts payable by card or direct debit), Axolt may, after giving the Customer at least 10 days' written notice that its account is overdue:

• (a)declare all unpaid fees under the affected Order Forms immediately due, and
• (b)suspend the Services until all overdue amounts are paid in full.

Suspension does not reduce the fees payable for the Subscription Term.

Disputed invoices. Clauses 7.4 and 7.5 do not apply to amounts that the Customer disputes reasonably and in good faith, provided the Customer notifies Axolt in writing with reasons before the due date, pays all undisputed amounts on time, and cooperates diligently to resolve the dispute.

Taxes. Fees exclude VAT and any sales, use, goods and services, withholding or similar taxes, which the Customer will pay in addition, other than taxes on Axolt's net income. If the law requires the Customer to withhold tax from any payment, the Customer will increase the payment so that Axolt receives the full amount it would have received without the withholding.

Renewal pricing. Axolt may increase fees for any Renewal Term by giving written notice at least 45 days before the end of the current Subscription Term. Promotional, introductory or one-time pricing applies only to the Subscription Term stated in the relevant Order Form.

Future functionality. The Customer's purchases are not contingent on the delivery of any future functionality or features, or on any oral or written statement by Axolt about future functionality, including any published roadmap.

Committed terms and incentives. Where an Order Form states a committed term (such as a multi-year term) or grants discounts, free periods, implementation credits or other incentives in return for a committed term or volume:

• (a)the Customer must pay all fees for the entire committed term, regardless of billing frequency; and
• (b)if the Order Form ends before the end of the committed term for any reason other than termination by the Customer under clause 14.4 or clause 5.6, all fees for the remainder of the committed term become immediately due.

The parties agree that these incentives were granted in return for the committed term and that this clause protects Axolt's legitimate interest in that commitment.

Axolt's rights. Axolt and its licensors own all intellectual property rights in the Services, the Documentation, Updates, and all materials, configurations, templates, tools and know-how created by or for Axolt in providing the Services or Professional Services, unless an Order Form expressly assigns ownership of a specific deliverable to the Customer. No rights are granted to the Customer except those expressly set out in this Agreement.

Professional Services IP. For the avoidance of doubt, payment by the Customer for Professional Services, including customer-funded customisation or development, does not transfer ownership of any source code, software, workflows, configurations, connectors, integrations, algorithms, data models, methods, templates, know-how, reusable components or other intellectual property developed in connection with the Professional Services, except for a specific deliverable expressly identified in an Order Form as being assigned to the Customer. Axolt may reuse any of these in its products and for other customers, provided it does not disclose the Customer's Confidential Information. To the extent any deliverable is not assigned to the Customer, it forms part of the Services and may be used by the Customer only during the Subscription Term under clause 8.2.

Subscription right. Subject to this Agreement and payment of the applicable fees, Axolt grants the Customer a non-exclusive, non-transferable, non-sublicensable right, for the Subscription Term only, to permit its Users to use the Services for the Customer's internal business purposes. No perpetual licence is granted.

Customer Data. As between the parties, the Customer owns all Customer Data. The Customer grants Axolt, its Affiliates and its subprocessors a worldwide, non-exclusive licence, for the term of this Agreement and any post-termination period under clause 14.6, to host, copy, transmit, display and process Customer Data as reasonably necessary to provide, support and secure the Services and Professional Services, and as described in Schedule 1.

Usage data. Axolt may collect and use technical and usage data relating to the Services (such as feature usage, performance metrics and error logs) to operate, maintain, secure and improve the Services, provided that any such data disclosed outside Axolt does not identify the Customer or any individual.

Feedback. The Customer grants Axolt a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into its products and services any suggestion, enhancement request or other feedback provided by the Customer or its Users.

Definition. "Confidential Information" means all information disclosed by or on behalf of a party (the "Discloser") to the other (the "Recipient") that is marked as confidential or that a reasonable person would understand to be confidential. The Customer's Confidential Information includes Customer Data. Axolt's Confidential Information includes the Services, the Documentation, its pricing, and the terms of each Order Form. Confidential Information does not include information that:

• (a)is or becomes publicly available other than through breach of this Agreement,
• (b)was lawfully known to the Recipient without restriction before disclosure,
• (c)is lawfully received from a third party without restriction, or
• (d)is independently developed without use of the Discloser's Confidential Information.

Protection. The Recipient will:

• (a)protect the Discloser's Confidential Information using at least the care it uses for its own information of a similar nature, and no less than reasonable care;
• (b)use it only to exercise its rights and perform its obligations under this Agreement; and
• (c)disclose it only to its and its Affiliates' employees, contractors, professional advisers and prospective acquirers or investors who need to know it and are bound by confidentiality obligations no less protective than this clause 9.

Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation or court order, provided it gives the Discloser prompt prior notice where legally permitted and reasonable assistance, at the Discloser's cost, if the Discloser wishes to contest the disclosure.

Duration. The obligations in this clause 9 continue for five years after termination of this Agreement, and indefinitely for trade secrets and Customer Data.

Compliance. Each party will comply with data protection laws that apply to it in connection with this Agreement, including the UK GDPR, the Data Protection Act 2018, the EU General Data Protection Regulation and, where applicable, Canada's Personal Information Protection and Electronic Documents Act (together, "Data Protection Laws").

Roles. To the extent Axolt processes personal data within Customer Data on the Customer's behalf, the Customer is the controller, Axolt is the processor, and the data processing terms in Schedule 1 apply.

Salesforce. Customer Data held in the Customer's Salesforce org is hosted and processed by Salesforce under the Customer's arrangements with Salesforce or, for Axolt-supplied licences, as a subprocessor of Axolt. Axolt does not control Salesforce's hosting, security or data residency.

Mutual warranties. Each party warrants that it has full power and authority to enter into and perform this Agreement.

Axolt warranties. Axolt warrants that during the Subscription Term:

• (a)the Services will perform materially in accordance with the Documentation;
• (b)Axolt will not materially reduce the security of the Services; and
• (c)Axolt will use industry-standard measures designed to prevent the Services from introducing Malicious Code.

Axolt also warrants that Professional Services will be performed with reasonable skill and care.

Warranty remedy. If Axolt breaches a warranty in clause 11.2 and the Customer notifies Axolt in writing with reasonable detail within 30 days of becoming aware of the breach, Axolt will use reasonable efforts to correct the non-conformity or re-perform the Professional Services. If Axolt cannot do so within a reasonable time, either party may terminate the affected Services or Professional Services, and Axolt will refund any prepaid fees covering the remainder of the Subscription Term, or the fees paid for the non-conforming Professional Services. This clause 11.3 states the Customer's sole and exclusive remedy for breach of the warranties in clause 11.2. The warranties do not apply to any issue caused by the Salesforce Platform, a Non-Axolt Application, Customer Data, Output, misuse, or modifications not made by Axolt.

Disclaimer. Except as expressly set out in this Agreement, all warranties, conditions, representations and other terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including terms as to satisfactory quality, fitness for a particular purpose and non-infringement. Axolt does not warrant that the Services will be uninterrupted or error-free, or that they will meet requirements not stated in the Documentation. No proposal, tender or RFP response, requirements document, demonstration or other pre-contract material forms part of this Agreement or creates any warranty unless it is expressly incorporated into an Order Form.

Regulated environments. If the Customer uses the Services in a regulated environment (including medical device, pharmaceutical, GxP, FDA 21 CFR Part 11, ISO 13485 or equivalent contexts), the Customer is solely responsible for validating the Services for its intended use and for its own regulatory compliance. Axolt can provide validation support as a Professional Service.

Axolt IP indemnity. Axolt will defend the Customer against any claim by a third party alleging that the Customer's use of the Services in accordance with this Agreement infringes that third party's intellectual property rights, and will pay any damages and costs finally awarded against the Customer, or agreed by Axolt in settlement. If such a claim is made or appears likely, Axolt may, at its option and expense:

• (a)obtain the right for the Customer to continue using the Services;
• (b)modify the Services so they no longer infringe without materially reducing their functionality; or
• (c)if neither is commercially reasonable, terminate the affected Services and refund prepaid fees covering the remainder of the Subscription Term.

Axolt has no obligation or liability under this clause to the extent a claim arises from:

• (i)the Salesforce Platform or any Non-Axolt Application;
• (ii)Customer Data or Output;
• (iii)specifications, designs, instructions, materials, data or technology supplied or required by the Customer;
• (iv)configurations or customisations created by or for the Customer at its direction, or combinations of the Services with anything not provided by Axolt, including combinations requested by the Customer;
• (v)third-party materials selected by the Customer;
• (vi)modifications not made by Axolt;
• (vii)use of a version of the Services after Axolt has made a non-infringing version available; or
• (viii)use in breach of this Agreement.

Customer indemnity. The Customer will defend Axolt against any claim by a third party arising from Customer Data, the Customer's use of or reliance on Output, or the Customer's use of the Services in breach of this Agreement or applicable law, and will pay any damages and costs finally awarded against Axolt, or agreed by the Customer in settlement.

Conditions. The indemnities in this clause 12 apply only if the indemnified party:

• (a)notifies the indemnifying party promptly in writing of the claim,
• (b)gives the indemnifying party sole control of its defence and settlement, provided that no settlement may admit fault by, or impose any obligation on, the indemnified party without its prior written consent, and
• (c)gives reasonable assistance at the indemnifying party's expense.

This clause 12 states each party's entire liability and the other party's exclusive remedy for the third-party claims it covers.

Liability not limited. Nothing in this Agreement limits or excludes either party's liability for:

• (a)death or personal injury caused by its negligence;
• (b)fraud or fraudulent misrepresentation; or
• (c)any other liability that cannot be limited or excluded by law.

Nothing in this clause 13 limits the Customer's obligation to pay fees due under this Agreement.

Excluded losses. Subject to clause 13.1, neither party will be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any:

• (a)loss of profits, revenue or anticipated savings;
• (b)loss of business, contracts or opportunity;
• (c)loss of goodwill or reputation;
• (d)loss or corruption of data, except the reasonable cost of restoring data from the most recent available backup; or
• (e)indirect or consequential loss,

in each case whether or not foreseeable.

General cap. Subject to clauses 13.1 and 13.4, each party's total aggregate liability arising out of or in connection with this Agreement, however arising, will not exceed the total fees paid and payable by the Customer under the Order Form giving rise to the liability during the 12 months immediately preceding the event giving rise to the liability.

Enhanced cap. Subject to clause 13.1, each party's total aggregate liability for breach of clause 9 (Confidentiality) or clause 10 and Schedule 1 (Data protection), and under its indemnity in clause 12, will not exceed two times the amount stated in clause 13.3. This is a single combined cap for all such liabilities, and it replaces (and is not in addition to) the cap in clause 13.3 for those liabilities.

Reasonableness. Each party acknowledges that the limitations and exclusions in this clause 13 are reasonable, having regard to the fees charged, the availability of insurance and the allocation of risk between the parties, and that the fees would be higher without them.

Term of Agreement. This Agreement starts on the date the Customer first accepts it and continues until all Subscription Terms have expired or been terminated.

Subscription Term and automatic renewal. Each subscription starts on the date stated in the Order Form and continues for the Subscription Term stated in it, or 12 months if none is stated. Unless an Order Form states otherwise, each subscription automatically renews for successive periods equal to the expiring Subscription Term, or 12 months if shorter (each a "Renewal Term"), unless either party gives written notice of non-renewal at least 45 days before the end of the then-current Subscription Term.

Renewal is for the same quantities and modules in effect at the end of the expiring term, at the fees notified under clause 7.8 or, if no notice is given, at the fees for the expiring term. Axolt will send a renewal reminder to the Customer's billing contact before the notice deadline, but failure to receive a reminder does not prevent renewal.

No termination for convenience. Neither party may terminate a Subscription Term for convenience. A notice of non-renewal takes effect only at the end of the then-current Subscription Term, and all fees for that term remain payable regardless of use.

Termination for cause. Either party may terminate this Agreement or any Order Form with immediate effect by written notice if the other party:

• (a)commits a material breach that is not remedied within 30 days of receiving written notice describing the breach; or
• (b)to the extent permitted by applicable law (including the Insolvency Act 1986 as amended by the Corporate Insolvency and Governance Act 2020), is unable to pay its debts as they fall due, enters administration, liquidation, receivership or any arrangement or composition with its creditors (other than a solvent reorganisation), or ceases or threatens to cease trading.

Failure to pay undisputed fees within 30 days of written notice of non-payment is a material breach.

Payment or refund on termination. If the Customer terminates under clause 14.4, Axolt will refund any prepaid fees covering the remainder of the Subscription Term after the date of termination. If Axolt terminates under clause 14.4, all unpaid fees for the remainder of the Subscription Term become immediately due. Termination does not relieve the Customer of its obligation to pay fees for any period before termination.

Customer Data on exit. The Customer should request any export assistance before termination or expiry wherever reasonably practicable. For 30 days after termination or expiry, and provided all fees due have been paid, Axolt will, on written request, provide reasonable assistance to enable the Customer to export Customer Data held by Axolt using standard export tools. Customer Data held in the Customer's own Salesforce org remains in that org, subject to the Customer's arrangements with Salesforce and its obligations under clause 4.2(e). Any additional transition, extraction, migration or formatting work is a Professional Service, charged at Axolt's then-current rates and subject to resource availability. After that 30-day period, Axolt has no obligation to retain Customer Data and will delete or return it in accordance with Schedule 1.

Effect of termination. On termination or expiry of a subscription, the Customer's right to use the relevant Services ends immediately, and Axolt may disable the relevant managed packages and licences. Clauses 7 (to the extent fees remain unpaid), 8, 9, 12, 13, 14.5, 14.6, 14.7, 16 and 17, Schedule 1 (for as long as Axolt holds Customer Data), and any other provision that by its nature is intended to survive, will survive termination or expiry. Termination does not affect any rights, remedies or liabilities accrued before termination.

Statements of work. Professional Services are provided under an Order Form or statement of work setting out the scope, deliverables, assumptions, Customer responsibilities and fees. Unless stated otherwise, Professional Services are charged on a time-and-materials basis at the stated rates, plus reasonable expenses approved in advance, and any estimate of time or cost is an estimate only and not a fixed price.

Change control. Work outside the agreed scope, and additional work caused by inaccurate, incomplete or late Customer data, decisions, access or resources, requires a written change request signed or accepted in writing by both parties, and is charged at Axolt's then-current day rates. Axolt has no obligation to start any out-of-scope work until the relevant change request has been signed or accepted. Any out-of-scope work that Axolt performs at the Customer's written request before a change request is signed is chargeable at those rates.

Customer dependencies. The Customer will provide timely access to the people, information, systems, data and decisions reasonably required for the Professional Services. Axolt is not liable for any delay or additional cost caused by the Customer's failure to do so, and any agreed timetable will be extended accordingly. If that failure continues for more than 20 Business Days after Axolt notifies the Customer of it in writing, Axolt may suspend the Professional Services, reallocate its personnel, issue a revised delivery schedule and charge reasonable additional fees for remobilisation and any resulting extra work. Suspension under this clause does not affect the Customer's obligation to pay subscription fees under clause 15.5.

Acceptance. A deliverable is accepted on the earliest of:

• (a)written sign-off by the Customer;
• (b)10 Business Days after delivery, unless within that period the Customer has given Axolt a written rejection notice; or
• (c)its use in live production.

A rejection notice is valid only if it identifies, in reasonable detail, each material failure of the deliverable to conform to the agreed specification. Axolt will correct any validly notified non-conformity and redeliver, after which the same acceptance process applies to the corrected items only. Minor defects that do not prevent material conformity with the specification do not entitle the Customer to reject a deliverable and will be corrected as part of standard support.

Subscriptions independent of Professional Services. Subscription fees are payable from the subscription start date stated in the Order Form, regardless of the progress or completion of Professional Services, data migration or go-live.

Non-solicitation. During the term of any Professional Services and for 12 months afterwards, the Customer will not directly or indirectly solicit or engage any Axolt employee or contractor who was involved in providing those services, without Axolt's prior written consent. This does not restrict general recruitment advertising not specifically targeted at Axolt personnel.

Notices. Notices of breach, termination, non-renewal or any claim under this Agreement must be in writing and sent:

• (a)to Axolt, by email to info@axolt.com with the subject line "Legal Notice", and by recorded delivery or courier to Axolt's registered office; and
• (b)to the Customer, by email and post to the addresses in the Order Form.

A notice sent by email takes effect on the next Business Day after it is sent, unless the sender receives a delivery failure message. A notice sent by recorded delivery or courier takes effect on delivery. Billing and operational notices may be given by email or through the Services.

Escalation. Before starting court proceedings (other than for urgent injunctive relief or recovery of unpaid fees), the parties will attempt in good faith to resolve any dispute by escalating it to senior executives, who will meet within 15 Business Days of a written request.

Governing law and jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek urgent injunctive relief, and Axolt may bring proceedings to recover unpaid fees, in any court of competent jurisdiction.

Entire agreement. This Agreement, together with each Order Form and its Schedules, constitutes the entire agreement between the parties about its subject matter and supersedes all prior proposals, representations, understandings and agreements. Each party confirms it has not relied on any statement, representation or warranty not expressly set out in this Agreement, and will have no remedy for any such statement. Nothing in this clause limits liability for fraud.

Assignment. Neither party may assign or transfer this Agreement without the other's prior written consent, which will not be unreasonably withheld, except that either party may assign it in full, on written notice, to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of the business or assets to which it relates.

Subcontracting. Axolt may use Affiliates and subcontractors to perform its obligations and remains responsible for their performance.

Customer references. Axolt may identify the Customer as a customer, using its name and logo, on Axolt's website and in marketing and sales materials, in accordance with any brand guidelines the Customer provides. The Customer may withdraw this permission at any time by written notice. Case studies, press releases and attributed quotations require the Customer's prior written approval.

Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including failure of the Salesforce Platform, internet or telecommunications networks, cyber attacks (other than those resulting from that party's failure to maintain reasonable security), acts of government, war, terrorism, civil unrest, pandemic, fire, flood or other natural events. This clause does not excuse any obligation to pay fees.

Compliance with laws. Each party will comply with applicable anti-bribery, anti-corruption, anti-slavery, export control and sanctions laws in connection with this Agreement, including the Bribery Act 2010 and the Modern Slavery Act 2015.

Changes to this Agreement. Axolt may update this Agreement by publishing a revised version with a new "Last updated" date. A revised version applies to Order Forms entered into after it is published and, for existing subscriptions, from the start of the next Renewal Term. Changes required by law or by Salesforce may apply earlier on 30 days' written notice. No revised version changes the fees, quantities or Subscription Term agreed in an existing Order Form, or applies retrospectively to any period before it takes effect.

Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Waiver and severance. A failure or delay in exercising any right or remedy is not a waiver of it. If any provision is found invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Third-party rights. Except for Salesforce as set out in clause 5.3(b), no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Counterparts and electronic signature. Order Forms may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one document.

Insurance. Axolt maintains insurance cover that it reasonably considers appropriate to its obligations under this Agreement, including employer's liability insurance as required by law, and will provide evidence of its current cover on reasonable written request.

Subject matter and duration. Axolt processes personal data to provide the Services, support and Professional Services, for the term of this Agreement and the post-termination period in clause 14.6. The personal data may relate to the Customer's employees, contractors, customers, suppliers and their contacts, and may include names, business contact details, user identifiers, and transactional and operational records. The Customer will not submit special category personal data to the Services unless it has assessed that the Services are appropriate for that data.

Instructions. Axolt will process personal data only on the Customer's documented instructions, which are this Agreement, the Order Forms and the Customer's use and configuration of the Services, unless required to do otherwise by law, in which case Axolt will inform the Customer before processing unless the law prohibits this. Axolt will tell the Customer if it believes an instruction breaches Data Protection Laws. The Customer warrants that it has a lawful basis for, and has given all notices required for, the processing it instructs.

Personnel. Axolt will ensure that personnel authorised to process personal data are bound by appropriate obligations of confidentiality.

Security. Axolt will implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental loss, destruction or damage, taking into account the nature of the processing and the risks involved. These include access controls based on least privilege, multi-factor authentication for access to customer environments, encryption in transit, logging of administrative access, and staff security training.

Subprocessors. The Customer gives general authorisation for Axolt to use subprocessors, including Salesforce and Axolt's Affiliates. Axolt will make its current list of subprocessors available on request and give the Customer at least 30 days' notice of any new subprocessor. The Customer may object in writing within that period on reasonable grounds relating to data protection. If it does, the parties will discuss the objection in good faith, and Axolt may, at its option, address it by using an alternative subprocessor, modifying the affected processing, or offering reasonable additional safeguards. Only if Axolt cannot reasonably resolve the objection within 30 days may the Customer terminate the specific Services that cannot be provided without the new subprocessor, and Axolt will refund prepaid fees for those Services for the remainder of the Subscription Term. This is the Customer's sole remedy for an objection, and it does not permit termination of any other Services or Order Forms. Axolt will impose data protection obligations on each subprocessor that are no less protective than this Schedule, and remains liable for its subprocessors.

International transfers. Where personal data is transferred outside the UK or the European Economic Area, Axolt will ensure an appropriate safeguard is in place, such as an adequacy decision or adequacy regulations, the UK International Data Transfer Agreement or Addendum, or the EU Standard Contractual Clauses.

Assistance. Taking into account the nature of the processing, Axolt will provide reasonable assistance to the Customer in responding to data subject requests, and in relation to security, breach notification, data protection impact assessments and consultation with supervisory authorities. Assistance beyond what the Services' standard functionality provides may be charged at Axolt's then-current rates.

Personal data breach. Axolt will notify the Customer without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting Customer Data, and will provide the information reasonably available to help the Customer meet its own notification obligations. Notification is not an admission of fault or liability.

Deletion or return. At the end of the post-termination period in clause 14.6, Axolt will delete or return personal data it holds, at the Customer's choice, unless the law requires it to be retained. Data held in the Customer's Salesforce org is managed by the Customer and Salesforce.

Audit. Axolt will make available to the Customer the information reasonably necessary to demonstrate compliance with this Schedule. The Customer may, no more than once in any 12-month period (unless required by a supervisory authority or following a personal data breach) and on at least 30 days' written notice, carry out an audit, by itself or through an independent auditor bound by confidentiality and not a competitor of Axolt, during Business Hours, at the Customer's expense, and in a way that minimises disruption to Axolt's business. Axolt may first respond with written answers, certifications or third-party reports that reasonably address the audit scope.