ACCEPTANCE OF THESE TERMS

The licence and subscription terms for a Financial Canvas subscription are set out below.

By signing our Order Form (whether electronically or otherwise), you indicate acceptance of these terms and the limitation of liability set out in these terms. Such acceptance is either on your own behalf or on behalf of any corporate entity which employs you or which you represent.

You should therefore read these terms carefully before signing the Order Form. If you do not accept these terms, you should not sign the Order Form.  Notwithstanding the foregoing, in the event of any conflict between these terms and the Order Form, the terms set out in the Order Form will prevail.

FINANCIAL CANVAS LICENCE AND SUBSCRIPTION TERMS

1. Subscription

   1. These licence and subscription terms together with any work order, order form or engagement letter (“Order Form”) (together “this Agreement”) agreed between you and us in writing, comprise the contract between you and us for the use of the software service known as Financial Canvas (“Financial Canvas”).

   2. Subject to these terms and conditions we hereby grant to you a non-exclusive, non-transferable right to allow those users authorised by you in accordance with this agreement (“Authorised Users”) to use Financial Canvas during the agreed licence period (“Licence Period” as defined in clause 8.1) solely for your internal business purposes. Please note that this Agreement does not permit the use of Financial Canvas to supply services to any customer, client or third party save as specifically agreed in writing (subject to such conditions as may be specified).

   3. In relation to the Authorised Users, you undertake that:

      1. the maximum number of Authorised Users you will authorise to access and use Financial Canvas shall not exceed the number of permitted user licences as agreed by us from time to time;

      2. you will not allow user licence 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 previous Authorised User shall no longer have any right to access or use Financial Canvas. An Authorised User may be assigned from one individual to another no more than 4 times in any period of 12 months;

      3. if you exceed the permitted number of Users then you agree to pay us an amount equal to the underpayment.

   4. You may agree with us, from time to time during the Licence Period, to purchase additional user licences and we shall grant access to Financial Canvas to such additional Authorised Users in accordance with the provisions of this Agreement.

   5. Where you have signed an Order Form for evaluation or testing of Financial Canvas and have not taken a full licence and subscription, your licence and subscription will terminate at the end of the period set out in the Order Form (“Evaluation Period”). The Evaluation Period will be the Licence Period for the purposes of these Terms. During the Evaluation Period your licence to use Financial Canvas is for the purposes of evaluation and testing only. Save as otherwise specified in this clause, these terms shall apply in full during the Evaluation Period. If you decide to take a full licence and subscription after the Evaluation Period we may provide a further Order Form which will be subject to these Terms.

2. Restrictions

   1. You agree that you will not except as may be allowed by any applicable law which is incapable of exclusion by this Agreement between the parties and except to the extent expressly permitted under these terms or agreed between us in writing:

      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 which operates Financial Canvas (“Software”) (as applicable) in any form or media or by any means;

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

      3. access all or any part of Financial Canvas in order to build a product or service which competes with Financial Canvas; or

      4. provide Financial Canvas to third parties other than in the context of the delivery of your own services to such third parties; or

      5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Financial Canvas available to any third party except the Authorised Users, or

      6. attempt to obtain, or assist third parties in obtaining, access to Financial Canvas other than in accordance with these terms.

   2. You shall use commercially reasonable endeavours to prevent any unauthorised access to, or use of, Financial Canvas and, in the event of any such unauthorised access or use, promptly notify us.

   3. Other than as set out in the Order Form, Financial Canvas is licensed for internal use only and not for the purpose of supplying services to third parties. Accordingly you agree that you will not license, sell, rent, lease, transfer, assign, distribute, display, disclose other than as agreed in the Order Form, or otherwise commercially exploit, or otherwise distribute the outputs from any model devised or developed using Financial Canvas to any third party without our prior written consent which shall not be unreasonably withheld.

   4. The rights provided are granted to you, the customer named in the Order Form only and shall not be considered granted to any of your subsidiary or holding companies.

3. Services

   1. We shall, during the Initial Term and any subsequent Renewal Period (as each are defined in clause 8 below), subject to any period of implementation and payment of the applicable fees make available the then-current version of Financial Canvas to you on and subject to these terms (the “Services”)

   2. We shall use commercially reasonable endeavours to make Financial Canvas available 24 hours a day, seven days a week, except for:

      1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

      2. unscheduled maintenance performed outside normal business hours, provided that we have used reasonable endeavours to give you notice in advance.

   3. We may from time to time, and by agreement in writing, as part of our Services carry out professional or consultancy services (“Professional Services”). We warrant that any such Professional Services will be subject to any terms agreed between us in writing including applicable fees and charges. Professional Services will be carried out with reasonable skill and care in accordance with good industry practice. Please note that the limitations on liability set out in clause 9 will apply to Professional Services unless otherwise agreed in writing.

   4. We will, as part of Financial Canvas and at no additional cost, provide you with our standard customer support services during normal business hours.  We may vary our support services in our sole and absolute discretion from time to time (the current terms are set out in Schedule 1).  You may purchase enhanced support services and professional services separately at our then current rates.

4. Intellectual Property

   1. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Software (subject to the terms below). Except as expressly provided in this Agreement the licence and access granted does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software.

   2. The Software constitutes a framework for integrating discrete blocks of functionality (“Blocks”), each Block constituting a separate combination of mathematical and technical operations written in the Matlab computing language.  Blocks may include classes for the Financial Canvas model objects, the data objects passed between them as well as other functions and classes.

   3. We will make available certain standard, pre-written Blocks (“Standard Blocks”) which you are free to vary at your discretion.  Ownership of intellectual property rights in a Standard Block will vest in us but will be made available and licensed to all users of Financial Canvas without additional charge. To the extent that you vary a Standard Block you will own the intellectual property rights to the extent of the variation.

   4. We may also make available Blocks incorporating enhanced or more valuable functionality (“Premium Blocks”). Ownership of intellectual property rights in Premium Blocks will vest in us but may be made available and licensed to you for an additional licence fee (which may be a fixed fee or commission-based).

   5. A Block may also allow you to call proprietary or open source software or code as part of an operation and we claim no ownership rights in respect of such software or code.

   6. You will be entitled to create your own Blocks, and in that event you will own the applicable rights in that Block (subject to any applicable third party or other rights). Where you have created or varied a Block, you will be able (but not obliged) to make that Block available to other users of Financial Canvas. If you do make the Block so available, you agree that the Block will be licensed to users of Financial Canvas without charge on terms specified by Financial Canvas from time to time. We may also agree (at our discretion) to commission terms under which a Block created by you is made available to other users for a fee.

   7. Where our staff or contractors create or vary a Block on your behalf then (unless we agree otherwise in writing) we will be entitled to make that Block available to other users of Financial Canvas as a Standard Block or Premium Block unless we agree in writing not to make that Block available to other users for an agreed period of time, in which case during that time the relevant Block will be a “Proprietary Block”.

   8. Please note that we may from time to time agree that we will create a Premium Block or Proprietary Block on your behalf and license such Premium Block or Proprietary Block to you on an exclusive or non-exclusive basis for an additional licence fee agreed between us.

   9. We undertake to defend you from and against any claim or action that the possession, use, development, modification or maintenance of the Software (or any part thereof) infringes the Intellectual Property Rights of a third party (“Claim”) and shall fully indemnify and hold you harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against you as a result of, or in connection with, any such Claim. Please note that this clause applies only to your use of the Software and to Blocks which we have made available to you and does not apply to any Block which you have created using Financial Canvas.

   10. If any third party makes a Claim, or notifies an intention to make a Claim against you, you shall:

       1. as soon as reasonably practicable, give written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;

       2. not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);

       3. give us and our professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and

       4. subject to us providing security to your reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as we may reasonably request to avoid, dispute, compromise or defend the Claim.

   11. If any Software is finally adjudged to so infringe, or in our reasonable opinion is likely to become the subject of such a claim, we shall, at our sole cost and at your option, either:

       1. procure for you the right to continue using the Software, or

       2. modify or replace the Software to make it non-infringing provided that no such modification or replacement shall in anyway adversely affect the Software or increase the cost to you, or

       3. refund the fees paid by you less reasonable depreciation, upon return of the Software (without prejudice to any other claims(s) which you may then have against us).

   12. You will own all right, title and interest in and to any data of yours which is processed using Financial Canvas and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the data. You agree not to upload any personal data (as defined by applicable data protection legislation) to Financial Canvas without our prior written consent.

   13. To the extent that you receive our prior written consent to upload any personal data onto Financial Canvas, we shall: (i) process such personal data only in accordance with this Agreement and applicable data protection legislation; (ii) not disclose such personal data beyond our internal use.

5. Your obligations

   1. You shall:

      1. provide us with:

      2. all necessary co-operation in relation to these terms; and

      3. all necessary access to such information as may be reasonably required by us;

      4. in order to provide Financial Canvas to you;

      5. comply with all applicable laws and regulations with respect to your activities under these terms;

      6. carry out all other responsibilities set out in these terms in a timely and efficient manner;

      7. ensure that the Authorised Users use Financial Canvas in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;

      8. in respect of your own data or information obtain and maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under these terms, including without limitation Financial Canvas;

      9. ensure that your network and systems comply with the relevant specifications provided by us from time to time; and

      10. be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

6. Our Obligations

   1. We warrant that :

      1. we have all the rights in relation to the Service that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this Agreement;

      2. the Service will be performed with reasonable skill and care in accordance with good industry practice; and

      3. we will take all reasonable precautions to preserve the integrity of your data stored with us and to prevent any corruption or loss of such data.

7. Charges and payment

   1. Consultancy or professional services fees will be invoiced monthly in arrears. We may charge for out of pocket travel and accommodation expenses if required provided that these are pre-agreed with you.

   2. If we have not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of ours:

      1. we may, without liability to you, disable your password, account and access to all or part of Financial Canvas and we shall be under no obligation to provide any or all of Financial Canvas while the invoice(s) concerned remain unpaid; and

      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of [Bank of England] from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

   3. All amounts and fees stated or referred to in this Agreement:

      1. shall be payable in pounds sterling;

      2. are non-cancellable and non-refundable;

      3. are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

   4. We shall be entitled to increase the Subscription Fees at the start of each Renewal Period (as defined in clause 8 below) upon 60 days' prior notice to you.

8. Term and termination

   1. Subject to the Order Form, this Agreement shall, unless otherwise terminated as provided in this clause 8, commence on the Start Date and shall continue for the Initial Term as specified in the Order Form (“ Initial Term ”) and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “ Renewal Period ”), unless:

      1. either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or

      2. otherwise terminated in accordance with clause 8.B;
         
          and the Initial Term together with any subsequent Renewal Periods shall constitute the “Licence Period”.

   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 the other party is in material breach of the terms of this agreement or becomes insolvent or ceases to trade.

9. Liability

   1. Subject to clause 4.I above, the respective liability of the parties in relation to the Terms (as defined in the Order Form) will be limited as follows:-

      1. Neither party will be liable to the other party for any pure economic loss or for any indirect or consequential loss such as lost data, lost profit, loss of anticipated savings, business interruption or lost reputation arising from the use of Financial Canvas;

      2. Except where we have been specifically informed in writing, we cannot verify the use to be made of Financial Canvas, nor are we in a position to evaluate any associated risks and as such we will not be liable for any losses (including financial losses) arising from your use of Financial Canvas in connection with any live financial services products, financial modelling, or back-end financial operations and accordingly if you propose to use programs or algorithms on the Financial Canvas platform to process any live financial operations we strongly recommend that you undertake rigorous testing of the applicable programs or algorithms before deployment;

      3. we will not be liable to you for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of you entering this agreement other than those representations agreements statements or undertakings confirmed by our duly authorised representative in writing or expressly incorporated or referred to in this Agreement;

      4. Each party's liability under these Terms will be limited to the amount of their respective professional indemnity insurance (the minimum requirements of which are specified in clause 10);

      5. we make no promise or assurance that Financial Canvas will meet your requirements except as expressly agreed by us in writing. We cannot guarantee that the service will be fault free, we will endeavour to update Financial Canvas regularly but we provide no guarantee or warranty to that effect.

   2. Each party agrees that having regard to all the circumstances including (without limit) the purpose of Financial Canvas, the general availability of insurance, the ability to test Financial Canvas, the difference in value between the amount paid for Financial Canvas and potential losses, the fact that it is very difficult for either party to be aware of the business risks which the other party faces and the efforts to bring this clause to the attention of both parties the limitations and exclusions set out in clause 9.A are reasonable.

   3. Nothing in this Agreement will exclude or limit our liability for death or personal injury arising as a result of our negligence or arising as a result of fraud or fraudulent misrepresentation.

10. Insurance

    1. Each party agrees to maintain in force during the Term of this Agreement a professional indemnity insurance policy with a limit of not less than £250,000 per claim or connected series of claims.

11. Confidentiality

    1. “Confidential Information” shall mean all information in whatever form (whether or not marked confidential) provided by the disclosing party to the receiving party, including, without limitation, information relating to the disclosing party’s business affairs, customers, vendors, trade secrets, prices, products, services, accounting, finances, business systems, software and computer programs and any other information that a reasonable person would consider confidential.

    2. 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:

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

       2. was in the other party's lawful possession before the disclosure;

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

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

       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

    3. Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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.

    4. 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.

    5. Unless otherwise agreed in writing, the fact that we are supplying services to you will not constitute Confidential Information and we may publicise the fact that we are providing services to you and/ or that you have taken a licence of Financial Canvas.

12. General

    1. Neither party shall be liable to the other for any breach of its obligations resulting from causes beyond its reasonable control with the exception of payment obligations which will not be subject to this clause 12.A.  Any failure by a party to this Agreement to exercise or enforce any right or to enforce any obligation of the other party will not amount to a waiver of that right and that party will remain entitled to enforce that right.

    2. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against the parties to it by any other person.

    3. Neither party is entitled to assign or otherwise transfer this Agreement or any of their respective rights or obligations, without the prior written consent of the other party.  You are not permitted to resell, sublicense or charge for the use (in whole or in part) of Financial Canvas without our prior written consent.

    4. This Agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

SCHEDULE 1

Service Levels

“Service Levels” shall mean the Uptime Levels and/or Target Response Times that we will aim to deliver in supplying the Services.

“Normal Business Hours” or “day(s)” shall mean 9 am to 5.30 pm Monday to Friday, (excluding bank holidays).

• Subject to the exclusions below, the Services will be available for the amount of time during Normal Working Hours in each month outlined in the table below.

• Subject to the exclusions below, we will respond to incidents in accordance with the Response Times set out above.

• The Target Response Time measures how long we take to respond to a support request.

• You will report an incident on the dedicated Trello Board (or such other arrangements that we agree with you) and we will respond to your initial request either by phone or comment on the Trello Card.

• We will work with you to understand the issue and agree a timescale for this to be fixed.

• Development of the solution or workaround including gathering information from you and agreeing the target timescale will be recorded on the Trello Board.

• Response times apply during Normal Business Hours unless the parties specifically include provisions for out-of-hours support.

• We will include support for general enquiries up to 8 hours per user per calendar month.  After that we reserve the right to charge fees at our consulting rates.

Response Time do not apply:

• when the incident has been caused by using equipment, software or service(s) for a use other than as permitted;

• if you have made unauthorised changes to the configuration or set up of affected equipment, software or services;

• if you have prevented us from performing required maintenance and update tasks; or

• in circumstances that could be reasonably said to be beyond our reasonable control.