GENERAL TERMS

These standard terms are Master Services Terms under which Trust Systems will operate and provide Services to the Customer (“Master Services Agreement”), which are to be incorporated into Statement of Works entered into between Trust Systems and the Customer.

DEFINITIONS AND INTERPRETATION

In this Master Services Agreement, the following expressions will have the following meanings unless inconsistent with the context:

“Acceptable Use Policy” means the acceptable and fair use policies of Trust Systems and any Third-Party Services Providers from time to time applicable.

“Business Day” means a day which is not a Saturday or Sunday or Public or Bank Holiday in England.

“Business Hours” means 9am to 5pm GMT/BST on each Business Day

“Case Reference Number” means the unique number issued when logging a Fault with Trust Systems.

“Change Management Process” means the process for requesting a move, addition or change to any of the Services.

“Confidential Information” means all information in respect of the business of a Party including any ideas; business methods; finance; prices, business, financial, marketing, development or manpower plans; customer lists or details; computer systems and software; products or services, including know-how or other matters connected with the products or services manufactured, marketed, provided or obtained by a Party, and information concerning a Party’s relationships with actual or potential clients, customers or suppliers and any other information which, if disclosed, will be liable to cause harm to that Party.

“Contract Year” means any 12-month period during the Term commencing on the date on which the Master Services Agreement and or Statement of Work comes into effect of on any anniversary of that date.

“Customer” means the person or organisation identified as such in the Statement of Work.

“Customer Affiliate” means a Party’s parent or subsidiary undertakings together with any subsidiary undertakings of any such parent undertakings from time to time. The terms subsidiary undertaking and parent undertaking shall have the meanings given to them by section 1162 of the Companies Act 2006 except that references in that section to “it holds a majority of the voting rights in the undertaking” shall be replaced with “it has direct or indirect ownership of greater than 50% of the voting equities or equivalent of the relevant undertaking, such companies to be classed as Group Companies only for so long as the Party retains such ownership.

“Customer Personnel” means all employees and other personnel of the Customer and all agents, contractors, and other users of the Services.

“Customer Responsible Faults” means if a Service Affecting or Non-Service Affecting Fault is identified as being attributable to Customer Provided Equipment, Premises, Customer power supplies, or the action of the Customer, employees or agents of the Customer, the Fault shall be deemed the responsibility of the Customer. Any downtime shall not be included in service availability measurements and does not qualify for compensation.

“Delivery” when the Product is delivered in accordance with the terms of this Master Services Agreement.

“Effective Date” means the date set out in the Statement of Work. Where multiple dates are specified the earliest of these will be the Effective Date.

“Fault” means an unplanned interruption to the Service or a reduction in the quality of the Service.

“Fees” means the charges due to Trust Systems as set out in Statement of Work, as may be amended from time to time pursuant to these conditions or the Statement of Work.

"Hosted Services" means the TrustCloud Platform with services specified in the Statement of Work, which will be made available by the Provider to the Customer as a service via the internet or another connection in accordance with this Master Services Agreement and relevant Statement of Work.

"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the appearance, operation, functionality, or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising because of:

(a)	any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b)	any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer

(c)	a failure of the Customer to perform or observe any of its obligations in this Master Services Agreement and the relevant Statement of Work and/or

(d)	an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware, or software not specified as compatible in the Hosted Services Specification

“Incident Management” means the process for Incident Management as defined in Appendix 1.

“Initial Term of the Statement of Work” means the Initial term as set out in the Statement of Work

“Installation Charge” means charges payable by the Customer for the installation of the Services as provided in the Statement of Work;

“Intellectual Property Rights” means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world;

“Material Service Level Breach” as defined in the Statement of Work, if any.

“Modification” means any maintenance release or modification to the services as commissioned by the Customer of the Supplier;

“Network Management System” means Trust Systems’ network integrated Fault management system;

“Non-Service Affecting Fault” means a Fault or condition which is not a Service Affecting Fault.

“Party” means a Party to the Master Services Agreement.

“PCI DSS” means the Payment Card Industry Data Security Standard.

“Planned Outage” means in maintaining the service provided, Trust Systems may with reasonable notice require a temporary outage in service. Wherever possible, Trust Systems will agree the outage with the Customer in advance of the required work. Any planned downtime shall not be included in Fault or service reliability measurements.

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system, and server software is installed.

“Products” means any hardware, software, cabling and/or other products or equipment sold or licensed by Trust Systems to the Customer as identified in the Statement of Work, as may be amended from time to time pursuant to paragraph 1.3.5 of this Master Services Agreement.

“Professional Service Charges” means the professional service charges detailed on the Statement of Work;

“Statement of Work” means the Statement of Work which sets out the definition of the Services, the Pricing, and other commercial elements which will be signed by the Customer and Trust Systems. as varied by Master Services Agreement between the Parties from time to time.

“Service” means the services to be provided by Trust Systems under this Master Services Agreement as identified in the Statement of Work

“Service Affecting Fault (SAF)” means any Fault involving failure of Trust Systems Network, equipment, or Service, causes a loss or interruption of any of the Services. In all such cases the Services affected shall be deemed unavailable, and the length of downtime recorded by Trust Systems, from when the Fault is registered by Trust Systems and a Case Reference Number allocated.

“Service Availability” means the time for which a Trust Systems service is usable, expressed as a percentage of the total time in each Service Measurement Period. The Trust Systems service shall be deemed available for the purposes of calculating Service Availability if it is not usable due to an event outside Trust Systems’ reasonable control, a Customer Responsible Fault, a Third-Party Attributable Fault or is due to a Planned Outage.

“Service Commencement Date” means the date when Trust Systems provides the Service tested and ready for use.

“Service Level” means any service level applicable to the Services as set out in a Statement of Work.

“Service Measurement Period” means the calendar monthly periods commencing on the 1st of each month during the Term, over which Service performance measurements are calculated, provided that the first Monthly Review Period will commence on the Service Commencement Date. “

“Software” means the computer programs listed in the Statement of Work and any Modification that is acquired by the Customer during the subsistence of this Master Services Agreement;

“Summary of Requirements” means the document identified as such and which appears at Section 1 of the relevant Statement of Work.

“Term” means the term of the Statement of Work comprising the Initial period together with any additional Contract Years.

“Third Party Attributable Faults” means if a Service Affecting or Non-Service Affecting Fault is identified as being attributable to a third party which is neither a contractor to Trust Systems nor acting on Trust Systems’ behalf, this measurement period shall not be included in service availability measurements. Such Faults do not qualify for rebates or compensation. Trust Systems will endeavour to resolve and rectify such Third-Party Attributable Faults as soon as possible.

“Third Party Services” means any part of the Services which Trust Systems procures from a third Party, and any Third-Party hosting services, telecommunications services and/or equipment which Trust Systems uses to provide the Services.

“Third Party Services Provider” means the provider of any Third-Party Services.

“Time To Resolve Fault (TTRF)” means the length of time, excluding time waiting for customer input, from the issue of the Case Reference Number to repair and resolution or the service circuit and/or associated equipment.

“Trust Systems” means Trust Systems Ltd registered in England, No. 06013797, whose registered address is at Purlieus Barn, Ewen, Cirencester, Gloucester, GL7 6BY.

“Trust Systems Equipment” means any hardware, software, cabling and/or other products or equipment provided by Trust Systems to the Customer in connection with the provision of the Services or otherwise used by Trust Systems to provide the Services as specified in the Statement of Work.

“Trust Systems Network” means the network managed by Trust Systems.

“Trust Systems Service Desk” means Trust Systems’ Fault management centre, which operates the Trust Systems Network Management System.

Other defined terms set out in the Statement of Works will have the meaning given them in such document(s). The headings to these conditions and in the Statement of Work are for convenience only and will not affect their construction or interpretation.

Any phrase in the Master Services Agreement introduced by the term “include”, “including” “in particular” or any similar expression will be construed as illustrating and will not limit the sense of the words proceeding

Formation

The Customer appoints Trust Systems to provide the Services to it on the terms of this Master Services Agreement, the Statement of Work, and any Statement of Work, if relevant. This Master Services Agreement does not confer upon Trust Systems any exclusivity or constitute any type of minimum purchase commitment by the Customer. Trust System agrees that the Customer may, at any time, procure all or some of the Services from any third party.

The Parties shall agree a Statement of Work which will not be legally binding until both parties have signed the Statement of Work with authorized signatories.

The following documents will form part of this Master Services Agreement:

A Statement of Works;

Any other document or listed within the Statement of Works.

This Master Services Agreement

These documents will together become a separate contract between the Parties. If there is any conflict or ambiguity between these documents, they will be interpreted in the order of priority set out in this clause.

Any changes to this SOW shall be agreed in writing and signed by authorised signatories of each Party.

Not used

Unless otherwise stated, any quotation provided by Trust Systems is valid for a period of 3 days only from its date, provided Trust Systems has not previously withdrawn it.

No Products may be returned by the Customer following Delivery unless they fail to comply with these terms, Specification Document, and the Statement of Work.

Trust System shall ensure that any Services, Products, Hosted Services, Professional Services will:

comply with any relevant Specification Document, Statement of Work, the Order Form, and these standard terms;

be free from defects;

be provided using the degree of skill, care, prudence, supervision, diligence, foresight, quality control and quality management using what the industry would (at the relevant time) regard as the best generally accepted processes, techniques, and materials

comply with all Applicable Laws.

Trust Systems Rights and Obligations

The Services and the Products to be provided to the Customer are as described or referred to on the Statement of Work,

Save as otherwise any Statement of Work, time for performance or Delivery is not of the essence and any timescales for performance or Delivery given by Trust Systems are estimates only. Trust Systems will provide the Services, Products regularly and diligently and shall provide the Services and deliver the Products in accordance with any timescale set out on the Statement of Work. Such a notice may be served if a time estimate has been exceeded by more than 14 days due to no Fault of the Party serving the notice.

Trust Systems will not be liable for any failure to provide the Services and / or deliver the Products resulting from any breach by the Customer of the Master Services Agreement and any Statement of Work.

Trust Systems will not be obliged to provide any Services or Products not referred to on the Statement of Work

Trust Systems may at any time and from time to time improve, correct, or otherwise modify all or any of the Services and / or Products (including substituting software and/or Products with software or equipment of similar specification) provided that such modification does not adversely affect provision of the Services to the Customer or the functionality of the Products. Trust Systems will give the Customer reasonable notice of any such modification, where this is reasonably practicable.

Not Used

Where service credits are provided for in the Statement of Work this shall be the remedy for Trust failing to meet the applicable Service Level(s). Trust Systems shall have no additional liability to the Customer in respect thereof. Where a breach of the Service Levels amounts to a Material Service Level Breach the Customer shall be entitled to terminate the Statement of Work.

Risk of damage to or loss of the Products will pass to the Customer on Delivery of the Products.

Ownership of the Products other than those highlighted in Section 2.9 of a Statement of Work will not pass to the Customer.

Customer Obligations

The Customer will provide Trust Systems with all information, instructions, and assistance that Trust Systems may reasonably require to carry out its obligations under the Master Services Agreement and relevant Statement of Work. The Customer shall co-operate fully and in good faith with Trust Systems and any applicable Third-Party Services Provider. The Customer shall provide all reasonably necessary physical access to Customer premises and other sites at all reasonable times as required (including access for the purposes of installation, inspection, maintenance, replacement, upgrade, or removal of the Products, Trust Systems Equipment and any other equipment associated with the Services), facilities at such premises and sites, assistance with testing and other assistance to Trust Systems that Trust Systems shall reasonably require to perform its obligations under the Master Services Agreement and relevant Statement of Work, and the Customer shall comply with any reasonable operating instructions issued by Trust Systems from time to time. Trust Systems shall ensure and procure that when its employees, agents, subcontractors and the like, attend the Customer’s premises it complies with the Customer’s policies and procedures.

If Trust Systems is provided with any incorrect information or instructions in connection with the Services, then (in the absence of manifest error) the Customer shall pay any reasonable additional and wasted costs and expenses reasonably incurred or suffered by Trust Systems as a result in setting-up and/or providing any Services. Professional Services, if any, will be charged in line with the charges set out in the Statement of Work.

Where Trust Systems or any Third-Party Services Provider are working on Customer premises, the Customer shall ensure a safe working environment in compliance with all applicable health and safety laws.

Subject to the terms of the Master Services Agreement and relevant Statement of Work, Trust Systems if acting reasonably, reserves the right to refuse access to its premises and servers to anyone.

All Services are subject to the Acceptable Use Policy. The Customer shall, always in connection with its use of the Services, comply with the Acceptable Use Policy. Trust Systems shall provide the Acceptable Use Policy on request and shall notify the Customer of any changes to the Acceptable Use Policy from time to time, but the Customer should ensure that it checks the same periodically and that it is aware of the current policies. The Customer shall ensure that the Acceptable Use Policy is communicated to Customer Personnel in a timely manner.

Without prejudice to paragraph 1.4.5, the Customer shall not use the Services, any Trust Systems Equipment or any Customer equipment which is located on Trust Systems premises:

to provide, store, host, link to or connect to illegal content, content designed to offend or cause needless anxiety to others, any material which is abusive, indecent, defamatory, obscene, threatening, menacing or likely to cause harassment or which is in breach of any copyright, confidence, privacy, or any other rights or scanning software;

To distribute illegal, copyright infringing, indecent or offensive material;

To send or procure the sending of any unsolicited e-mail; or

in an unlawful manner or for any illegal purpose.

Whether or not express reference is made to Customer Personnel in the relevant provision, the Customer will procure that all Customer Personnel comply with all the duties, obligations and restrictions imposed on the Customer by the Master Services Agreement and any Statement of Work, to the extent such duties, obligations and restrictions are applicable to the Customer Personnel. Any act or omission of any Customer Personnel which, if it had been committed or omitted by the Customer, would have been a breach of the Master Services Agreement and any Statement of Work by the Customer will be deemed to be a breach of the Master Services Agreement and any Statement of Work by the Customer who will be liable to Trust Systems accordingly.

Suspension

Without prejudice to any other right or remedy that it may have in such circumstances, Trust Systems reserves the right to suspend provision of any part of the Services on 30 days’ notice where:

the Customer is in flagrant breach of the Acceptable Use Policy, paragraph 1.4.6.1 or otherwise in material breach of the and relevant Statement of Work and fails to rectify such breach within 7 days of a written request from Trust Systems requiring the same to be rectified; or

required by any regulatory, governmental, or other competent authority; or

the Services depend on any Third-Party Services and that Third-Party Service is suspended by the relevant Third-Party Services Provider; or

the Customer fails to pay any Fees in accordance with the provisions of the Master Services Agreement and relevant Statement of Work and fails to rectify such failure within 30 days of a written request from Trust Systems requiring the same to be rectified. For the avoidance of doubt, this notification will satisfy the notice in clause 1.5.1 where this notice specifies that Trust Systems will exercise its right to suspend on the expiry of the 30-day notice.

Always provided that, Trust Systems shall use all reasonable endeavours to reinstate the Services as soon as possible.

Trust Systems may from time to time close the whole or part of the network for routine repair or maintenance work. (Trust Systems shall to: (a) give as much advance notice to the Customer as is reasonably practicable in the circumstances, (b) avoid any suspension or provision of the Services, or any part of them, during Business Hours, and (c) carry out such works during the scheduled maintenance periods as published by Trust Systems).

Trust Systems may from time to time without notice close down or restrict the whole or part of the Services where (a) necessary for emergency repair, (b) to prevent overload of the network, (c) in response to an actual or suspected security breach, virus or attack (d) any misuse by any person of the Trust Systems Services, or (e) to preserve the safety, security or integrity of the Services and traffic conveyed. Trust Systems shall at its sole discretion decide when such action is necessary provided that such action shall be performed out of Business Hours where possible and as quickly as possible and as much advance notice shall be given to the Customer as is practicable.

The Customer's internal network configuration and any equipment that it uses with the Services that is not a Product or Trust Systems Equipment remains the responsibility of the Customer. Any interruptions to the Services that occur because of an internal configuration or equipment issue may not be deemed as an interruption or suspension of the formal provision of the Services and Trust Systems shall have no liability in this respect.

Payment

All Fees are payable as indicated in the Statement of Work. Fees maybe be refundable in the event the Customer terminates the Statement of Work because of Trust Systems breach.

Additional Fees will become payable if the Customer exceeds agreed or stipulated bandwidth or other use levels or restrictions set out in the Statement of Work. Any total sum for the Fees as set out in a Statement of Work, is a fixed and firm amount unless stated otherwise,

Trust Systems shall be entitled to increase the Fees at any time, but no such increase may take effect earlier than the end of the Initial term of the Order except where the costs incurred by Trust Systems in the provision of the relevant Services or Products increase are electricity and bandwidth charges and charges levied by Third Party Services Providers. Trust Systems shall give the Customer 30 days’ notice of such increases. If the increase in Fees pursuant to this clause results in an overall increase in Fees payable of more than 10% per annum of the then-prevailing cost of the affected Service(s), the Customer may terminate the Master Services Agreement and any Statement of Work on 30 days’ written notice to Trust Systems.

Any sums payable by the Customer to Trust Systems under the Master Services Agreement and any Statement of Work are exclusive of value added tax or any similar taxes, levies, or duties, which will be added to such sums and be payable by the Customer at the appropriate rate.

The Customer agrees to pay Trust Systems invoices within 30 days of receipt of the invoice. If invoices are not settled in full by then, the Customer will without prejudice to its other rights and remedies be liable to pay interest on any sum outstanding from the due date for payment on a daily basis until payment is made (whether before or after any judgment) to be paid at 4% above the Bank of England base rate, to be applied by way of simple interest.

Trust Systems may make a search in relation to the Customer with a credit reference agency (and make other credit enquiries from time to time), keep a record of that search and enquiries. Trust Systems may also make enquiries about the principal directors/proprietors of the Customer with a credit reference agency.

All Fees shall be paid by such method as is stated in the and/or Statement of Work.

All payment is in UK sterling.

All payments to be made by the Customer will be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions, or withholdings of any nature, unless the Customer is required by law to make any such deduction or withholding. This clause does not prevent the Customer to deduct any payments from an invoice to the extent the invoice is disputed. Further the Customer shall be entitled to deduct any Service Level Credits owed from Trust Systems to the Customer.

Liability

Trust Systems will, free of charge, within a period of 12 months from the date of Delivery of the Products which are proved to not comply with any relevant Specification Document, Statement of Work, and these standard terms at its option and reasonably repair or replace, such Products. Provided that Trust Systems complies with this obligation it shall have no further liability to the Customer in connection with such non-compliance. This obligation will not apply where:

The Products have been improperly altered in any way whatsoever, or has been subject to misuse or unauthorised repair;

The Products have been improperly installed or connected (other than by Trust Systems or any third party acting on its behalf);

Any maintenance requirements relating to the Products have not been complied with (other than where Trust Systems or a Third Party instructed by Trust Systems is responsible for such maintenance under the Master Services Agreement) and any Statement of Work; and

The Customer has failed to notify Trust Systems of any defect or suspected defect within 14 days of the same coming to the knowledge of the Customer, and in any event no later than 21 days from the date of Delivery, installation, or commission (whichever is later).

Trust Systems warrants that the Services, Products, Hosted Services, Professional Services will be provided to the standards set in clause 1.2.4.5). Further Trust System warrants it will comply with its obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982

Trust Systems does not (and nothing in the Master Services Agreement and any Statement of Work shall be construed to) exclude its liability (if any) to the Customer:

for breach of Trust Systems’ obligations arising under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982;

for personal injury or death resulting from Trust Systems’ negligence;

under section 2(3) Consumer Protection Act 1987;

for any matter for which it would be illegal for Trust Systems to exclude or to attempt to exclude its liability; or

for fraud.

Except as provided in paragraph 1.7.3, neither Party will be under no liability to each other whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any indirect or consequential loss or for any loss of profits, loss of business, loss of anticipated savings, depletion of goodwill and like loss howsoever caused arising out of or in connection with the Master Services Agreement and any Statement of Work.

Subject to paragraphs 1.7.3 and 1.7.4, each Party’s aggregate liability in any Contract Year under the Master Services Agreement or the relevant Statement of Work whatsoever (whether in contract, tort (including negligence), under any indemnity, breach of statutory duty, restitution or otherwise) damage or loss howsoever caused will be limited to a sum equal to three times the annual value of the Contract in that Contract Year as defined in the appropriate Statement of Work.

Except as set out in paragraph 1.7.2 and 1.7.3, Trust Systems hereby fully excludes permissible in law, any warranties implied by the Supply and Goods and Services Act 1982 and Sale of Goods Act 1979.

The Customer acknowledges that the above provisions of this paragraph 1.7 are reasonable and reflected in the Fees which would be higher without those provisions, and the Customer will accept such risk and/or insure accordingly.

Force Majeure

Neither Party is under any liability to the other Party in respect of anything which, apart from this provision, may constitute a breach of the Master Services Agreement and any Statement of Work arising by reason of force majeure which means, in relation to either Party, circumstances beyond the reasonable control of that Party including but not limited to acts of God, acts of any governmental or supra-national authority, war or national emergency, riots, civil commotion, fire, network failure, systems Fault, unauthorised use or access to the IT systems of Trust Systems or the Customer, explosion, flood, epidemic, lock outs (whether or not by that Party), strikes (not caused by either party) and other industrial disputes (only if this does not relate to that Party's workforce), restraints or delays affecting shipping or carriers, inability or delay in obtaining supplies of adequate or suitable materials and currency restrictions, to the extent outside of its reasonable control.

Warranties

The Provider warrants to the Customer that:

the Provider has the legal right and authority to enter into this Master Services Agreement and any Statement of Work and to perform its obligations under this Master Services Agreement and any Statement of Work

the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Master Services Agreement and any Statement of Work and

the Provider has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Master Services Agreement and any Statement of Work.

The Provider warrants to the Customer that:

the Platform and Hosted Services will conform with the specifications detailed in the Statement of Work and any Statement of Work

the Hosted Services will be free from Hosted Services Defects

the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services

the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware, and other malicious software programs and

the Platform will incorporate security features reflecting the requirements of good industry practice.

The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Master Services Agreement and any Statement of Work, will not breach any laws, statutes, or regulations applicable under English law.

The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Master Services Agreement and any Statement of Work, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

The Customer warrants to the Provider that it has the legal right and authority to enter into this Master Services Agreement and to perform its obligations under this Master Services Agreement.

Acknowledgements And Warranty Limitations

The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Master Services Agreement and any Statement of Work, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, and bugs.

The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Master Services Agreement and any Statement of Work, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under this Master Services Agreement and any Statement of Work or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Master Services Agreement and any Statement of Work, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

Term and Termination

This Master Services Agreement shall commence on the Effective Date and shall continue in force until terminated under the provisions of this Master Services Agreement.

Either Party may by written notice served on the other Party terminate this Master Services Master Services Agreement or Statement of Work immediately if the Party receiving the notice:

either is in material breach of any of the terms of the Master Services Agreement and any Statement of Work and such breach is incapable of remedy or, where the breach is capable of remedy, fails to remedy such breach within 30 days after service of a written notice from the Party serving the notice specifying the breach and requiring it to be remedied;

is unable to pay its debts within the meaning of section 123 Insolvency Act 1986, makes a proposal for a voluntary arrangement or convenes a meeting of its creditors to consider such a proposal, becomes subject to any voluntary arrangement, has a receiver, manager, or administrative receiver appointed over any of its assets, undertaking or income, passes a resolution for its winding-up, is subject to a petition presented to any court for its winding-up, has a provisional liquidator appointed, has a proposal made for a compromise or arrangement under Part 26 Companies Act 2006, has an administrator appointed in respect of it or is the subject of an application for administration filed at any court or a notice of appointment of an administrator filed at any court or a notice of intention to appoint an administrator filed at any court by any person or is the subject of a notice to strike off the register at Companies House;

The termination of the Master Services Agreement and relevant Statement of Work howsoever arising is without prejudice to the rights, duties, and liabilities of either Party accrued prior to termination. The clauses in the Master Services Agreement and relevant Statement of Work which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.

Save for termination for convenience in clause 1.11.5, where a party has grounds to terminate the Master Services Agreement, it shall also be entitled to terminate any or all Statement of Works in force at that time. Termination of a Statement of Work by the Customer for material breach (the “Original Termination”) shall also entitle the Customer to terminate any other Statement of Works of which the performance and/or commercial benefit to the Customer are materially reduced because of the original Termination or of the event or default giving rise to that original Termination.

The Customer shall be entitled to terminate this Master Services Agreement at any time upon 30 days’ written notice to Trust Systems. All Statement of Works entered into between the Parties before the effective date of termination of this Master Services Agreement shall continue and shall be interpreted as this Master Services Agreement being in force.

Subject to the provisions of paragraph 1.9, on termination of this Master Services Agreement and any Statement of Work howsoever arising

Trust Systems shall assist the Customer and/or any third-party supplier of any services which are identical or substantially similar to any of the Services and which Customer is to receive in substitution for any of the Services (the “Replacement Supplier”) to the extent reasonably required to facilitate the smooth migration of the Services to the Customer or the Replacement Supplier, provided that

(a)	the precise scope of such assistance will be subject to Master Services Agreement and any Statement of Work by both parties (such Master Services Agreement and any Statement of Work not to be unreasonably withheld or delayed);

(b)	Trust Systems will be entitled to charge the Customer for such assistance according to the charging rates then in force under the Master Services Agreement and/or any Statement of Work; and

(c)	nothing in this clause 1.9.6.1 will oblige Trust Systems to disclose any of its own commercially sensitive information or trade secrets; and

each Party will return to the other any property or information of the other in its possession or control.

Without prejudice to any other of its rights and remedies:

Trust Systems will be entitled to remove the Customer's data from its systems and any Trust Systems Equipment and/or put the Trust Systems Equipment to any use other than the Customer's following termination of the Master Services Agreement and any Statement of Work. Trust Systems is not required to back up such data or return the same to the Customer prior to any such removal; and

In the event of any termination by Trust Systems pursuant to paragraph 1.11.2 the Customer shall be liable to pay or reimburse Trust Systems for any reasonable and proven cancellation charges that may be due to any Third-Party Services Provider or otherwise due because of such termination. This clause is subject to, Trust Systems is mitigating any such costs or charges.

Data and Confidential Information

Trust Systems reserves the right to hold the names and other information provided by and relating to Customers in a computerised database. This data will be used to enable the provision and maintenance of Services and may in certain circumstances be supplied by Trust Systems to Third Party Service Providers and any other suppliers to Trust Systems solely to enable the provision or maintenance of the Services.

Customers who request an IP address assignment will have their contact details added to the RIPE database.

Where Trust Systems is processing any personal data relating to the Customer in connection with the provision of the Services, it is doing so on behalf of the Customer as a "data processor" under the Data Protection Act, and the Customer is the "data controller". Trust Systems will comply with its obligations under the Data Protection Act as data processor and shall act only on the Customer’s instructions in relation to the processing of personal data of the Customer.

Trust Systems will maintain and comply with reasonably appropriate technical and organisational measures against unauthorised or unlawful processing of that personal data and against accidental loss or destruction of, or damage to that personal data.

Each Party will keep confidential:

the terms of the Master Services Agreement and any Statement of Work; and

all Confidential Information that it may acquire in relation to the other Party.

Neither Party will use the other Party’s Confidential Information for any purpose other than to perform its obligations under the Master Services Agreement and/or any Statement of Work. Each Party will ensure that its officers and employees comply with the provisions of paragraphs 1.10.5 and 1.10.6.

The obligations on a Party set out in paragraphs 1.10.5 and 1.10.6 will not apply to any Confidential Information which:

either of the parties can demonstrate is in the public domain (other than because of a breach of paragraph 1.10.5 or 1.10.6); or

a Party is required to disclose by order of a court of competent jurisdiction but then only to the extent of such required disclosure.

The provisions of paragraphs 1.10.5 and 1.10.6 will survive any termination of the Master Services Agreement for a period of 5 Years from termination.

Anti-Bribery, Cartels and Corporate Responsibility

Both Parties shall agree to comply with Schedule 1.

Notices

A notice given to a party under or in connection with the Master Services Agreement and/or any Statement of Work:

shall be in writing in English;

shall be sent for the attention of the Customer’s Manager / Supplier’s Manager (as applicable); and

shall be:

(a)	delivered personally;

(b)	sent by commercial courier;

(c)	sent by pre-paid first-class post or recorded Delivery;

(d)	sent by airmail requiring signature on Delivery;

(e)	sent electronically by e-mail with acknowledgement of receipt.

If a notice has been properly sent or delivered in accordance with this clause 1.12, it will be deemed to have been received as follows:

if delivered personally, at the time of Delivery;

if delivered by commercial courier, at the time of signature of the courier's receipt;

if sent by pre-paid first-class post or recorded Delivery, at 9.00 am on the second Working Day after posting;

if sent by airmail, five (5) Working Days from the date of posting.

For the purposes of this paragraph 1.14:

all times are to be read as local time in the place of deemed receipt; and

if deemed receipt under this paragraph 1.14 is not within Business Hours, the notice will be deemed to have been received when business next starts in the place of receipt.

To prove Delivery, it will be sufficient to prove that:

if sent by pre-paid first-class post, commercial courier, or airmail, if the envelope containing the notice was properly addressed and posted.

The provisions of this paragraph 1.12 shall not apply to the service of any process in any legal action or proceedings.

Change Control

If at any time either party wishes to request or propose:

a change to any Service or any output of any Service, the timetable for the provision of any Service or output of any Service provided for under the Master Services Agreement and /or any Statement of Work; or

anything which will require the Customer to incur additional cost or deploy additional resources, (a “Change”), the parties will apply the Change Management Process.

Scope of this Master Services Agreement

The Customer may use the Services for the benefit of any legal entity that directly or indirectly controls the Customer, or any other direct or indirect subsidiary controlled by such an entity or the Customer and notified for that purpose in writing to Trust Systems from time to time (“Affiliate(s)”). The Customer shall be the sole point of contact in relation to any matter in connection with the Services or the Master Services Agreement and any Statement of Work and no Affiliate shall be entitled to bring any action, claim, or demand against Trust Systems except through the Customer.

Intellectual Property Rights

The Customer acknowledges that all Intellectual Property Rights in the Software and any Modification belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Master Services Agreement or as specified in the Statement of Work.

The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession, use, development, modification or maintenance of the Software (or any part thereof) in accordance with the terms of this Master Services Agreement and any Statement of Work infringes the UK Intellectual Property Rights of a third party (Infringement Claim) and shall be responsible for any, damages, (including legal fees) and expenses or awarded against the Customer as a result of or in connection with any such Infringement Claim. For the avoidance of doubt, this clause shall not apply where the Infringement Claim in question is attributable to possession, use, development, modification, or maintenance of the Software (or any part thereof) by the Customer other than in accordance with the terms of this Master Services Agreement and any Statement of Work or use of a non-current release of the Software, this clause is conditional on:

the Customer notifying the Supplier in writing, as soon as reasonably practicable, of any Infringement Claim of which it has notice;

the Customer not making any admission as to liability or compromise or agreeing to any

settlement of any Infringement Claim without the prior written consent of the Supplier, which consent shall not be unreasonably withheld or delayed; and

the Supplier having, at its own reasonable expense, the conduct of or the right to settle all negotiations and litigation arising from any Infringement Claim and the Customer giving the Supplier all reasonable assistance in connection with those negotiations and such litigation at the Supplier’s request and expense.

If any Infringement Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:

procure for the Customer the right to continue using or maintaining the Software (or any part thereof) in accordance with the terms of this Master Services Agreement and any Statement of Work; or

modify the Software so that it ceases to be infringing; or

replace the Software with non-infringing software; or

terminate this Master Services Agreement and/or any Statement of Work immediately by notice in writing to the Customer and refund any of the licence Fee paid by the Customer as at the date of termination.

Hosted Services

The Provider hereby grants to the Customer a licence to use the Hosted Service by means of supported connection method for the internal business purposes of the Customer in accordance with the Documentation during the Term.

The licence granted by the Provider to the Customer under Clause 1.18.1 is subject to the following limitations:

the Hosted Services may only be used by the officers, employees, agents, and subcontractors of the Customer

Except to the extent expressly permitted in this Master Services Agreement and any Statement of Work or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 1.18.1 is subject to the following prohibitions:

the Customer must not sub-license its right to access and use the Hosted Services

the Customer must not permit any unauthorised person to access or use the Hosted Services

the Customer must not use the Hosted Services to provide services to third parties

the Customer must not republish or redistribute any content or material from the Hosted Services

the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator account.

The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability.

For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Master Services Agreement and any Statement of Work:

a Force Majeure Event;

a fault or failure of the internet or any public telecommunications network;

a fault or failure of the Customer's computer systems or networks;

any breach by the Customer of this Master Services Agreement and any Statement of Work; or

scheduled maintenance carried out in accordance with this Master Services Agreement and any Statement of Work.

The Customer must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator account comply with Schedule 2 (Acceptable Use Policy).

The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

The Customer must not use the Hosted Services:

a)	in any way that is unlawful, illegal, fraudulent, or harmful; or

in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term.

The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Master Services Agreement and any Statement of Work is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

Software Licensing

The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Master Services Agreement and any Statement of Work. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in this Master Services Agreement and any Statement of Work.

The Software shall be restricted to object code form for the purpose of processing the Customer’s data for the normal internal business purposes of the Customer.

The Software may only be used in the Customer’s sites, to include retail outlets, head office locations, training suites and its software test facilities.

The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, de-compile, disassemble, modify, adapt, or make error corrections to the Software in whole or in part.

The Customer has no right to sub-license or to assign the benefit or burden of this licence in whole or in part, or to allow the Software to become the subject of any charge, lien, or encumbrance.

The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

Within the period of 1 Business Day following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 1.19.6. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

Miscellaneous

Each right or remedy of a Party under any Master Services Agreement and any Statement of Work is without prejudice to any other right or remedy of a Party under the Master Services Agreement and any Statement of Work.

If any condition or part of the Master Services Agreement and any Statement of Work is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from the Master Services Agreement and any and any Statement of Work and will be ineffective without, as far as is possible, modifying any other provision or part of the Master Services Agreement and any Statement of Work and this will not affect any other provisions of the Master Services Agreement and any Statement of Work which will remain in full force and effect.

No failure or delay by a Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same, or of some other right, power, or remedy.

Either Party may assign, delegate, license, hold on trust or sub-contract all or any part of its rights or obligations under the Master Services Agreement and any Statement of Work with the other’s prior written consent, such consent not to be withheld or delayed.

Any Customer Affiliate will be entitled to enforce any right or other benefit or privilege of the Customer under this Master Services Agreement and any Statement of Work and any obligation, indemnity, warranty and/or representation given by or on behalf of the supplier (or any supplier party) under this Master Services Agreement and any Statement of Work, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of this Master Services Agreement and any Statement of Work.

Save as provided in 1.20.5 (inclusive), the Parties do not intend that any term of this Master Services Agreement and any Statement of Work will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

The parties do not anticipate that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as the same may be amended or replaced from time to time) (the “Regulations”) will apply on the parties entering into the Master Services and any Statement of Work or upon the termination or expiry of the Master Services Agreement and any Statement of Work, but in the event that the Regulations are found or held to apply, then:

the Customer shall indemnify and keep indemnified Trust Systems against all costs, claims, liabilities, and expenses of whatever nature arising out of any claim by any employee or former employee of the Customer that his contract of employment with the Customer has been transferred to Trust Systems under the Regulations; and

Trust Systems shall indemnify and keep indemnified the Customer against all costs, claims, liabilities, and expenses of whatever nature arising out of any claim by any employee or former employee of Trust Systems that his contract of employment with Trust Systems has been transferred to the Customer under the Regulations.

The Master Services Agreement and any Statement of Work contains all the terms which Trust Systems and the Customer have agreed in relation to the Services and Products and save as noted herein supersedes any prior written or oral Master Services Agreements and any Statement of Work Statement of Work, representations or under-standings between the parties relating thereto. Each Party acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the other which is not set out in the Master Services Agreement and any Statement of Work. Nothing in this paragraph 1.14.7 will exclude any liability which one Party would otherwise have to the other Party in respect of any statements made fraudulently.

Nothing in the Master Services Agreement and any Statement of Work is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

Trust Systems shall not make, or permit any person to make, any public announcement concerning the Master Services Agreement and any Statement of Work without the prior written consent of the Customer, except as permitted by law, any governmental or regulatory authority, (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction

Applicable Law and Jurisdiction

The construction, performance and validity of the Master Services Agreement and any Statement of Work will be governed by English law and the English courts will have jurisdiction to settle any disputes which may arise out of or in connection with it.

Provision of Trustcloud Services

Faults

Trust Systems will provide assistance in the event of a Service Affecting Fault. Faults will be dealt with as described in APPENDIX 1 - Incident Management.

Software Updates & Patches

As part of the Services, software updates and patches will be applied to the Trust Systems-managed elements of the Service when they are required due to software defect (bug) or security vulnerability.

Hardware Maintenance

Any Fault relating to hardware failure on the TrustCloud platform is covered by hardware maintenance which is provided as part of the Services.

TrustCloud can be used in conjunction with Colocation. In this event the Customer will be responsible for maintaining its own hardware in accordance with any Statement of Work for Colocation Services.

Moves, Adds & Changes

Trust Systems provides Moves, Adds and Changes (“MACs”) at additional cost to the Customer. All MACs must be requested on the correct CRF documentation and approved by Trust Systems at which stage costs will be confirmed in line with the charges specified in Section 2 of the relevant Statement of Work.

Monitoring

Trust Systems monitors the service elements managed by Trust Systems as standard via the Trust Systems monitoring system, which provides pro-active Fault management by Trust Systems during the contracted support hours. As standard Trust Systems monitors device response time/device availability, interface statistics (utilisation & errors), CPU and Memory usage where applicable to the service. In the event the device stops responding, or a monitored threshold is exceeded, Trust Systems Technical Support will pro-actively investigate the issue during the contracted support hours. TrustCloud is a managed service, as such Trust Systems capacity manage the service to ensure it meets all SLA targets – visibility of this monitoring is not necessary for a Customer using the service and therefore will not be provided as standard.

Additional monitoring services (including monitoring of virtual machines) can be provided to give the Customer increased visibility on service performance. This may incur an additional charge and will be identified on the Statement of Work or Statement of Work if taken.

Bandwidth

On certain services bandwidth to the internet is available on either guaranteed bandwidth (per Mbps), or data transferred (per GB). Some services have optional burst capacity and services with this capability are charged using the 95th percentile method using the following calculation:

Trust Systems record the inbound and outbound data transfer for the Customer’s connection at 5-minute intervals over a 1-month period. We do this by measuring the data transferred divided by the sampling length in seconds to obtain a MBit/Sec value for each 5-minute interval. At the end of the month, we order the data collected from highest to lowest and discard the top 5 percent of the readings. Therefore, in a 30-day billing cycle, the top 5% (36 hours) of peak traffic are not considered. This equates to 65 minutes per day. Trust Systems then take the remaining data set and use highest measurement as the billable utilisation for that month. We calculate the 95th percentile for inbound and outbound traffic separately and take the higher of these two values as the billable utilisation. This value is then rounded to the nearest Mbit/Sec for billing purposes.

All internet usage is subject to the Acceptable Use Policy.

Power

Power to the TrustCloud service will be provided using dual feeds. UPS and Generator back-up is also provided with a minimum N+1 configuration.

Internet Security

Some services provide TrustCloud customers with public internet access. Internet Security and Virus Protection is the responsibility of the Customer and is not included as standard however this is included as part of the virtualisation layer if virtualisation is part of the Service. All internet usage is subject to the Acceptable Use Policy. If not specified in the relevant Statement of Work, firewall and virus protection options will be available as part of the Service only on request and at an additional charge.

Where applicable the TrustCloud service will be managed from an internet-accessible Portal. Trust Systems have secured this by placing it behind a firewall and using SSL encryption from the portal to the Customer. In order to obtain access, the Customers will be allocated per person usernames and passwords. The portal will in addition provide role-based authorization, allowing the Customer to control what a particular user can do.

IP Addresses

The number of public internet routable IP addresses assigned will be as identified on the Statement of Work. IP address usage will be monitored and reported to RIPE database. The use of IP addresses must be justified. It will be the Customer’s responsibility to use its assigned IP addresses. Use of non-assigned IP addresses will result in immediate disconnection from the Trust Systems Network.

Service Installation and Provisioning

Standard set-up is provided. For more complex configurations a technical scope document will be agreed, and any relevant Fees will be as identified on the Statement of Work.

Site Security

Trust Systems will procure that the following security measures are maintained in place at Trust Systems partner data centres:

Perimeter fencing with electric gates

Access via photo swipe card system

CCTV with 24-hour recording both external and internal to the data centre

Access Control Procedure

Data Centres are manned 24 hours a day.

Data Centre Access

Customer access to the data centre is by appointment only and by adhering to the procedure outlined in the Data Centre Access Process document which is available on request. Access to the data centre is not necessary for TrustCloud services as they are managed by Trust Systems. Access can be requested but a charge for providing such access may be levied by the data centre partner, Trust Systems reserves the right to refuse access to the data centre or areas of the data centre.

Customer Support

Bronze level support is provided as standard on TrustCloud. Options are available for Silver, Silver Plus and Gold support levels.

Trust Systems can provide a tailored 24/7/365 managed service to the Customer encompassing reactive and proactive elements.

Trust Systems provides the service direct to the Customer. The Customer commits to fully manage all their customers and suppliers directly. Trust Systems will not interface directly with any third parties working with the Customer. If the Customer requires Trust Systems to provide their customers with a customer care or Network Operations Centre (NOC) service, this is available on request and subject to Professional Service Charges. Trust Systems shall not be liable in respect of any contract, Master Services Agreement, or relationship that Customer may have with any third party. If a dispute arises between Customer and a third-party involving Trust Systems’ TrustCloud Service, Trust Systems shall provide the Customer with reasonable information and assistance (to the extent that such is not averse to Trust Systems’ interests to Customer (at Customer’s expense) in the resolution of such dispute.

Fault Handling

Faults will be handled in line with best practice and applicable ITIL guidelines.

Maintenance Window

Where Trust Systems plans to perform essential works and the changes are service affecting, Trust Systems will use reasonable endeavours to perform such works outside of Normal Business Hours and will use reasonable endeavours to give the Customer at least five (5) days prior notice for network related work and at least ten (10) days prior notice for Infrastructure related work. In the event of an emergency or Service Affecting Fault such notice may be less than 24 hours. This is without prejudice to or limitation of the definition of Planned Outage.

Time to Repair

Trust Systems aims to resolve Customer requests for assistance in relation to Service Affecting Faults within four (4) hours of the Fault occurring, and in doing so will use best endeavours to adhere to the TTRF guidelines. Where Fault resolution involves third parties, or hardware replacement, then this is subject to the support contracts in place with those parties.

Fault Duration

All Faults recorded by the Network Management System will be reconciled against the corresponding Fault ticket raised by the Trust Systems Service Desk. The exact Fault duration will be calculated as the elapsed time between the Fault being reported to the Trust Systems Service Desk and the time when Service is restored.

Appendix 1 - Incident Management

1. Overview

An “Incident” is

(a)	an unplanned interruption to an IT Service or a reduction in the Quality of an IT Service: or

(b)	failure of a configuration item that has not yet had any impact on any Service (for example, Failure of one disk from a mirror set).

Each Incident is prioritised by its severity or impact of the issue on the service:

Incident Management for Medium (P2) and Low (P3) priority problems are performed during Normal Business Hours.

Incident management for High Priority problems are performed during the supported hours of the service as specified in the Statement of Work.

When an Incident is logged, Trust Systems’ main tasks are:

To register and analyse the Incident.

Carry out the troubleshooting process.

To restore the service as quickly as possible, with appropriate resolution to restore the System to normal operation.

After the Incident is considered resolved by Trust Systems, verbal or email confirmation of resolution will be made.

2. Notifying Trust Systems of a Support Incident

If you become aware of any Fault in the operation of the Services provided to you by Trust Systems, you should notify us as soon as possible.

Escalation can be done by an authorised contact(s). If escalation is required, the client shall ask for the next escalation level according to the Escalation Process.

2.1. Before Contacting Trust Systems

If you are not the designated IT contact for your company, please check beforehand that nobody within your organisation has already raised a support ticket for the same Fault.

To help us diagnose and resolve any suspected Faults rapidly and effectively, you should endeavour to ensure that you are in possession of the following information when contacting Trust Systems service desk:

Customer organisation name

Details of the services provided by us to you

Customer Fault site address & relevant contact details

Where there is a circuit Fault – circuit details (DSL username, Telephone numbers, Circuit ID)

Detailed description of the Fault and steps to reproduce if appropriate

Details of any tests you may have carried out

Availability of access to the site for Trust Systems engineering staff, or their contractors

Whether affected services can be taken out of service, if necessary, for testing

2.2. Contact Methods

All Incidents raised with Trust Systems will be tracked using our web-based helpdesk system.

Our preferred method of contact is for you to raise your own support ticket on this system via our support website. http://www.myitservicedesk.com.

If this is not possible, you can contact us via email (help@myitservicedesk.com) or telephone (08433 300 300 during contracted support hours only) when our technical staff will raise a support ticket on your behalf.

If you wish to raise an emergency support ticket for a P1 Fault outside normal business hours, please email help@myitservicedesk.com and this will alert our on-call engineer.

Each support Incident will be assigned a unique ticket ID. Please quote this ticket ID when:

Requesting a progress report

Calling back to say that the Fault has been cleared

Providing an update to a Technical Support Engineer

3. Keeping you informed

You will be kept informed of progress on your Incident via our helpdesk system. You can log into the system at any time at http://www.myitservicedesk.com with your username and password to view the progress of your Incidents. For access to the helpdesk system, please contact the Trust Systems Service Desk.

Email updates will be sent upon ticket creation and every subsequent time the support ticket is updated (e.g. notes added, status changed etc.).

Updates will continue to be sent until the Incident has been closed, cancelled or the process is put on hold because, for example:

You fail to provide any necessary information requested by us

You fail to provide access to site when requested

You request the Fault to be put on hold until downtime is arranged

4. Incident Severity

Severity	Description	Target Responsible SLA	Target Fix SLA
P1 – High	Major fault (severe service degradation or loss of service to users)	30 mins (Response)	4 hours
P2* – Medium	Minor fault (limited or degraded service or single EU fault	3 hours (Response)	24 hours
P3* – Low	General Non-service affecting support)	24 hours (Response)	72 hours
P4* - Change Request	Used for CR to be approved	24 hours (Response)	N/A

*Service requiring visits by PSTN Providers will be managed although fall outside of direct control. All Priority 1 & 2 Faults should be raised via the tickets system then followed by a phone call or other contact methods.

Acknowledgement refers to an automated service which generates a response and alerts engineers of a Service Affecting Fault; or where there is dialogue between the client and the engineer.

Standard Change requests will be completed during the contracted support hours within 3 days where requests are conducted within the support contract. This does not include change requests outside of the support contract, or change request implemented outside the contracted support hours these will be dealt with as chargeable projects.

4.1 High Priority Incidents

For P1 faults (see above) we will endeavour to contact you within 30 minutes of the fault being rectified to confirm restoration of service. If you raise a P1 fault (see definitions below) within your Contracted Support Hours and we have not responded or acknowledged the fault within 30 minutes, please contact us by phone on 08433 300 300.

Depending on the type of service, some P1 faults may be escalated within Trust Systems as part of our escalation procedure.

5. Incident Status

Description	Status
Not Started	All new Incidents raised by the Customer
Re-Opened	A previously closed Incident which has been re-opened.
PRTG Alert	A new Fault identified by our Network Management System
In Progress	Our technicians are working on solving the issue.
Waiting on Customer	We are waiting for information or input from the customer
Waiting on 3rd Party	We are waiting for information or input from a 3rd Party (such as BT or a hardware vendor)
Scheduled	Activity related to the Incident has been scheduled (e.g. A device reboot or upgrade Scheduled to be completed outside of Normal Business Hours)
Close-Pending	A solution has been provided; the Incident is considered closed but final confirmation from the Customer is desired.
Closed	Customer has confirmed that solution is satisfactory, and the Incident has been completed and closed by Trust Systems (If the Fault re-occurs within 14 days a ticket can be re-opened).

6. Hours of Support

The following table details the standard contracted support hours depending on the service purchased.

Service Level	Support Hours
Bronze	Standard business hours support 9am to 5.30pm weekdays, excluding bank and national holidays
Silver †	Support hours between 7am and 7pm weekdays, excluding bank and national holidays
Silver Plus †	Support hours between 6am and 10pm 7-days a week, excluding bank and national holidays, excluding Christmas day, Boxing Day, and New Year’s Day
Gold †	Support hours 24/7 7-days a week

†Support out of Normal Business Hours is for P1 Incidents only.

7. Time to Resolve Fault (TTRF)

Time to resolve Fault is defined as the time between the Fault being reported with Trust Systems (i.e. a support ticket is issued) and resolution of the problem (not including time waiting for customer input).

8. Service Level Breaches

Some services have a Service Level (SLA) attached to them that specify a monthly availability level or target TTRF that, if not achieved, will result in Service Credits being payable. Service Credits are provided in accordance with Section 2.11 of the Statement of Work.

8.1. Calculation of service credits

Where a Service Review Period incorporates part of a month, any Service credit will apply to a pro-rated Monthly Charge.

Service credits will be calculated monthly, aggregated, and credited to the Customer on a quarterly basis.

Time based calculations and SLAs are limited to the supported hours for that service element

If a Service is cancelled during a Service Review Period, no Service credit will be payable in respect of that Service for that Service Review Period.

The Parties shall attend Service Review meetings (minimum period of quarterly), where they will assess and agree whether Service Levels have been met or not met. With regards to any Service Levels which have not been met Trust shall apply a credit against the respective invoice. Where the value of the credit is more than the value of the invoice, Trust shall amend the invoice accordingly and shall repay all credits due to the Customer as a debt. Should Trust Systems require additional information from the Customer, the Customer shall assist, and shall not be entitled to any Service credits until Trust Systems has received all the information it has reasonably requested.

8.2. Exclusions to the payment of service credits

Service credits are not applicable for more than one breach of any targets outlined in this document arising from the same occurrence.

Service credits will not be payable by Trust Systems to the Customer in relation to the Service Availability for Faults or disruptions to the Service caused by any of the following:

The Fault, action or negligence of the Customer, its employees, agents, or contractors;

The Customer failing to comply with the Terms and Conditions set out in this document.

A Fault in, or any other problem associated with, equipment connected on the Customer’s side of the Trust Systems Network Termination Point, except where such Fault or problem is directly caused by the Fault action or negligence of Trust Systems, its employees, agents, or contractors;

Any event described in Clause 1.8 (Force Majeure)

Where the Customer, acting unreasonably fails to provide access to Trust Systems access to any equipment after being requested to do so by Trust Systems and which results in an impact to Service; or

Maintenance during any Planned Outage

Where Trust Systems is unable to access or is denied access to the customer site to restore the affected service

Faults relating to PSTN or Analogue Phones lines where the customer has not purchased critical care for the relevant service

9. Faults Logged by Trust Systems

We may raise Faults against alarms on the Trust Systems Network or customers monitored equipment. If a Fault affects your services, then we will use reasonable endeavours within the defined SLAs to promptly inform the named contact(s) via the informed route.

10. Escalation Process

Trust Systems have a support team structure and a formal set of internal processes designed to deal efficiently with technical support Incidents. The Service Delivery Manager will coordinate the communication process with the customer when a Fault is hierarchically escalated and will ensure that the appropriate resources (technical and financial) are available as required. This may include liaising with the Technical Manager or Managing Director and the appropriate 3rd parties. A communication schedule will be agreed with the Customer and updates will be provided in line with this. If a technical solution cannot be implemented in a reasonable timescale, a Corrective Action Plan will be discussed with the Customer If a CAP is raised, this may trigger other processes in line with ITIL.

Under normal circumstances most Faults are dealt with quickly by our support team. We may escalate the problem internally to more senior technical support staff during the Incident management process and we will always endeavour to keep you informed of progress via the helpdesk ticket. If we feel it is necessary, we may also escalate the Incident within Trust Systems’ management hierarchy so that we ensure that the appropriate resources are made available. These 2 types of escalation are outlined below.

10.1 Functional Escalation

Functional escalation is the normal transfer of an Incident to individuals or teams with a higher level of technical knowledge to reach a resolution. Many Incidents will be escalated internally in this manner. Standard process is to escalate through 1st, 2nd and 3rd line teams until the Fault is rectified, but the nature of the problem may allow for the bypass some of these stages. As the Incident moves through this process, the support ticket will be updated at appropriate stages.

10.2. Hierarchical Escalation

In some cases, an Incident will be escalated within the management hierarchy of Trust Systems alongside a functional escalation. There are several triggers for this, and the level of escalation will depend on the details of the case. An Incident that has been escalated in this manner will usually be overseen by a dedicated Incident Manager (usually the Service Delivery Manager). Your Trust Systems account manager will also be included in communications.

10.2.1. Possible Hierarchical Escalation Triggers

A Service Level (SLA) breach is likely

The Incident has been classified as major (e.g. a DR scenario, total loss of certain types of service etc.)

The functional escalation process has failed to deliver a solution and external resource may be required

A formal customer complaint has been made regarding the handling of the Incident system primarily, or by telephone in circumstances where the Fault means that that they would not receive email. The start time of a Fault is the time it is detected by us, and a Case Reference Number is allocated.

10.3. Escalation process flow

1 Fault Identified

Case Created

Case Allocated

2 Functional

1st Line SDA

2nd Line SDA

3 Hierarchical Escalation

Service Desk Team Leader

Service Delivery Manager

11. Incident Reports

We will always endeavour to give reasons for outage (RFOs) where possible. In most cases, this will be done on the ticket system. For major Incidents, or Incidents affecting multiple customers, we may issue a formal Incident Report. This will be released when we have completed an investigation into the cause of the Fault and, as such, may be issued a few days after the Incident. Interim or follow-up reports may also be issued where appropriate. You can request an Incident Report through the ticket system or via your account manager.

12. Third Party Services

Support for third party equipment and services are subject to the specific support agreements in place with those parties; where applicable Trust Systems will manage the Fault with those third parties.

Copies of these agreements can be provided upon request from your Trust Systems Account Manager.

Third party services include (but are not limited to): vendor hardware & software support, Wide Area Network (WAN) services, cabling, power, and environment.

13. Other Faults Not Covered

If the Fault cannot be traced to Trust Systems services, network, or equipment, or it appears to be a problem with resources or equipment for which we are not responsible, we will provide you with a report of tests that have been carried out and an explanation of how the Fault was traced.

If Trust Systems prove beyond reasonable doubt that the Fault is not related to a Trust Systems service, network or equipment, and the Customer continues to request support then we reserve the right to charge for you for this support.

Should you require support services outside of Trust Systems’ obligations, this will be charged for.

Schedule 1

Compliance Provisions

This Schedule shall apply to these Terms

Anti-Bribery and Anti-Corruption

The Supplier, its subsidiaries, and affiliates, and all their respective directors, officers, employees and authorised agents and any other person associated with or acting on behalf of the Supplier shall:

comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act 1977 (Relevant Requirements);

not engage in any activity, practice, or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice, or conduct had been carried out in the UK or otherwise with the Relevant Requirements;

comply with the Customer’s Anti-bribery and Anti-Corruption Policies (a copy of which will be provided to Supplier upon request), as the Customer may update them from time to time (Relevant Policies).

have and shall maintain in place throughout the term of this Master Services Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and paragraph 1.1.2 and will enforce them where appropriate;

promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Master Services Agreement; and

immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers, or employees at the date of this Purchase Order).

The Supplier shall ensure that any person associated with the Supplier who is performing services or providing goods or services in connection with this Purchase Order does so only based on a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in paragraph 1 of this Schedule (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.

Compliance with Anti-Slavery and Human Trafficking Laws and Policies

In performing its obligations under the Master Services Agreement, the Supplier shall:

comply with all applicable anti-slavery and human trafficking laws, statutes and regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; and

have and maintain throughout the term of this Master Services Agreement its own policies and procedures to ensure its compliance; and

not engage in any activity, practice, or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015; and

include in its contracts with its subcontractors and suppliers’ anti-slavery and human trafficking provisions that are at least as onerous as those set out in this subparagraph to ensure that each of its subcontractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations, and codes from time to time in force including but not limited to the Modern Slavery Act 2015.

The Supplier shall indemnify the Customer against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by the Customer or awarded against the Customer because of any breach of Anti-Slavery Act.

Due Diligence

The Supplier represents and warrants that:

neither the Supplier nor any of its officers, employees or other persons associated with it:

has been convicted of any offence involving slavery and human trafficking; and

has been or is the subject of any investigation, inquiry, or enforcement proceedings by any governmental, administrative, or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.

the Supplier shall implement due diligence procedures for its subcontractors and suppliers and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.

Reports

The Supplier shall notify the Customer as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Master Services Agreement.

The Supplier shall prepare and deliver to the Customer on request a report setting out the steps it has taken to ensure that slavery and human trafficking is not taking place in any of its supply chains or in any part of its business.

Anti-Facilitation of Tax Evasion

The Supplier shall

not engage in any activity, practice, or conduct which would constitute either:

a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017; or

a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017

have and shall maintain in place throughout the term of this Master Services Agreement such policies and procedures as are both reasonable to prevent the facilitation of tax evasion by another person (including without limitation employees of the Supplier) and to ensure compliance with 5.1 above

promptly report to the Supplier any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal Finances Act 2017;

provide the Customer with such supporting evidence of compliance with this subparagraph as the Customer may reasonably request

The Supplier shall ensure that any person associated with the Supplier who is performing services and providing goods in connection with this Master Services Agreement does so only based on a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in 5.1 (Anti-facilitation Terms). The Supplier shall be responsible for the observance and performance by such persons of the Anti-Facilitation Terms and shall be directly liable to the Customer for any breach by such persons of any of the Anti-Facilitation Terms.

Breach of Paragraph 5.1 and / or Paragraph 5.5 shall be deemed a material breach of this Master Services Agreement.

For the purposes of paragraph 5 of this Schedule the meaning of reasonable prevention procedure shall be determined in accordance with any guidance issued under section 47 of the Criminal Finances Act 2017 and a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

IN WITNESS OF WHICH, the Parties have executed this Agreement by their duly authorised representatives as of the date of this Master Services Agreement.

Customer	Trust Systems Limited
Name: ______________________________________	Name: ______________________________________
Signed: ______________________________________	Signed: ______________________________________
Position: ______________________________________	Position: ______________________________________
Date: ______________________________________	Date: ______________________________________

Trust Systems Limited

Date: 2019
Trust Cloud IAAS Managed
Service SOW

Trust Systems

and

[Company Name]

Services

Statement of work number	Ts-cli-xxx-date-tcms
Initial term	Xx months
Effective date	[ ]
Expiry/renewal date	[ ]
Customer name	Customer
Customer primary address

This agreement is made on	xx/xx/20xx

Between

CUSTOMER (a company registered in England and Wales under registration number NO. whose registered office is at CUSTOMER ADDRESS (the “Customer”); and

Trust Systems Limited (a company registered in England and Wales under registration number 06013797 whose registered office is Unit 20-21, Cirencester Office Park, Tetbury Road, Cirencester, GL7 6JJ (the “Supplier”).

(together known as the “Parties”)

Background

The parties have entered into a master services agreement dated nnth month 20xx (“msa”). By virtue of the provisions of the msa the parties are entering into this statement of work for the supplier to provide the customer with the services, as defined in this statement of work.

The supplier has agreed to provide the services in compliance with, and on the terms of, the master services agreement and this statement of work.

Operative clauses

Additional definitions “Contracted Support Hours” 24x7 including public Holidays in England unless specified otherwise in Section 1.7. (Schedule Specific SLA) below

This SOW is entered into pursuant to the MSA. The terms and definitions of the MSA will apply in this SOW save to the extent they have been expressly amended by this SOW. Other defined terms set out in this SOW will have the meaning given them in this SOW.

Clause 2.1 of the MSA sets out the priority of documents in the event of a conflict between the terms of this Statement of Work and those of the MSA.

Any changes to this SOW shall be agreed in writing and signed by authorised signatories of each Party.

This SOW shall commence on the Effective Date and will expire at the end of the Initial Period. If the Customer requires this SOW to extend beyond the Initial Period, the Customer shall provide written notice to the Supplier, no less than 30 days written prior to the end of the Initial Period. Should the Customer fail to provide the required notice in this clause the Parties may agree to extend in any event. Any extension shall be subject to the same terms at the MSA and this SOW.

Services and deliverables

The Supplier shall provide the Services and Deliverables to the Territories as and when instructed by the Customer in writing.

Territories are United Kingdom.

The “Services” are the following:

Managed Service for TrustCloud IAAS designed specifically for Trust Cloud (LOT1), which is defined as follows:

Scoped Professional Services for Planning, Setup and migration, Security services

Packaged Silver and Gold Managed Services

Additional service options, here Trust will manage the elements of that service, including the technology and the operation of it:

The Deliverables are the following, options are Silver or Gold (Bronze is included with Trust Cloud IAAS Hosting. shown due reference in Silver and Gold):

The Provision an out of Band management platform to support the IaaS Managed Service

BRONZE SERVICE - Base Provision with all service levels (included in Trust Cloud IAAS Hosting)

Managed Infrastructure platform, including:

All (IAAS Component) patching

Support of infrastructure (hardware and software)

Hardware Break-Fix management of All components

Minor and major upgrades for all elements

Configuration transparent to customer

Managed Firewall and network configuration, with changes made based on quantity required and default change package included with service

SILVER SERVICE - Offering built on Bronze, offering in addition management of up to 25 VM’s at an operating system level, on box comprehensive backup and restore, and additional changes:

Management of customers VMs, with patching of operating system, guest tool management and base operating system AV management (where provided by vendor)

Base Backup and restore service via Nutanix Snapshots (on box)

BAAS Service as additional service (if taken out) with Consultancy to design (off cluster, in same datacentre)

Additional (top-up) change management package (2 * 5 per month) for firewall and LAN configuration and VM’s in managed service at double bronze service*

GOLD SERVICE - Inclusive of Bronze and Silver with 50VM’s managed, plus:

Penetration testing, twice annual, with vulnerability assessments and reports

Enhanced VM OS Anti-Virus (provisioned and managed) service

Backup as a Service Included and management of VM’s with backup and restore operations (on cluster Nutanix Snapshot based)

Additional (top-up) change management package (2 * 5 per month) for firewall and LAN configuration and VM’s in managed service at double bronze service*

*Purchase of separate additional change packs is needed once the base is exhausted. Change packs roll over when not used.

The Customer shall provide the following:

VM OS update toolsets

VM OS update management

Anti-Virus must be provisioned by customer

Note Additional Managed services including Anti-Virus are available via LOT3 (Trust Cloud Enhanced Silver and Gold services).

Where Bring Your Own Licencing (BYOL) VMware licenses are provided, the customer must provide Trust access to the appropriate licensing portals to obtain patches

Where BYOL has been provisioned for Windows and or Linux services, the customer is responsible for VM OS support. If customer consumes Silver/Gold service, support contract details for patch availability must be provided to Trust

Internet landing is implemented via IP (Point 2 Point VPN) by default. Customers land on an IP address hosted on a virtual firewall in an HA pair, Customer to provide VPN termination from their network.

DCI or other direct presentation is configured as per specific requirements in a presale engagement.

Analysis if a customer requires a separate firewall at any stage this is provided as additional cost.

Moves Adds Changes (MACs)

Any MACS required by the Customer must be requested, and shall be subject to agreement, in accordance with the Change Management Process and recorded on a Change Request Form (CRF).

The following Services will be available to the Customer as set out in the Table below in this paragraph 2.7

Silver Service	Availability
TrustCloud Platform Monitoring	24x7x365
TrustCloud Service Desk	24x7x365
Break fix replacement Hardware Support	24x7x365
Remote support of Bronze and Silver Platform Components	24x7x365

Gold Service	Availability
TrustCloud Platform Monitoring	24x7x365
TrustCloud Service Desk	24x7x365
Break fix replacement Hardware Support	24x7x365
Remote support of Bronze, Silver and Gold Platform Components	24x7x365

Delivery Dates

The Services and Deliverables shall be provided in line with the dates communicated from the Customer to the Supplier from time to time. Where specified and agreed between the Parties time of Delivery will be of the essence.

Fees & Charges

The Fees payable in respect of the Service covered by this Service Schedule are listed below:

Dependent on option selected for IAAS Hosting size and Service Silver or Gold

Implementation / Setup – Support & Management

The Fees include charges for setup of the proposed infrastructure as itemised in the Proposal or Specification Document. Additional servers or requirements will be charged for separately. Support shall be as specified in the Service Specific SLAs set out in Section 1.8 of this Service Schedule.

Option to purchase / Transfer of Ownership

Data collected by the IaaS Platform remains the property of the Customer, which is the Data Controller of any such data. The Suppler and The Supplier’ authorised third parties, who are authorised data processors under this Agreement, will process data in accordance with the controls and measures required by the Data Protection Act 1988.

Additional Services

Any additional Services agreed between the Parties will be undertaken through a Change Request Form or a new SOW, as determined by the Customer.

Assumptions and Caveats

All Fees for the Services covered by this SOW are quoted exclusive of VAT and are fixed for the Term of this SOW and the Territories.

Due to the nature of service provision, the minimum service length is 12 months. Services can be consumed on a rolling basis of 12, 24, 36 months. The minimum contract length is 12 months. The Buyer can End this service under the Call-Off Contract at any time by giving 30 days’ written notice to the Supplier unless a shorter period is specified in the Order Form. Trust will provide the Services to end on the date in the notice.

Service Levels and Service Credits

The Supplier shall provide the specific aspects of the Services as defined below to the Target Availability as set out below:

Service Element	Target Availability
Trust Cloud Services	99.9%

Where:

“Availability"	=	((Total Uptime - Total Downtime) / Total Uptime) x 100

"Total Downtime"	=	the total amount of time (in minutes) where there is a complete loss of the defined service.

"Total Uptime"	=	the total number of minutes in the relevant Service Measurement Period.

Service Credits Payable where the Supplier fails to meet the Target Availability:

The Supplier will provide the Customer with the following Service Credits, as set out below and in accordance with SOW and MSA, for failure to meet the Service Levels and Service Elements

Downtime (hours)	Service Credits Payable to the Customer
4 hours or less	None
More than 4 hours but no greater than 10 hours	1%* per hour
More than 10 hours	15%*

* Percentage of the monthly equivalent of Trust Cloud Service

Payment terms

The following table sets out the payment terms all items covered by this schedule. These terms take precedent over clauses 1.6 – Fees in the MSA.

Item	Invoice Terms	Invoice Stage
IaaS (TrustCloud)	30 days from date of invoice	On the Effective Date

Support, Maintenance & Management Services

Support will be provided during the Contracted Support Hours. The Customer will raise a request for support by following the process set out in Appendix 1 (Incident Management) of the MSA.

Incident Management

Incident Management will be provided as specified in Appendix 1 of the MSA.

Support Scope

The Supplier’s Service Desk will only support those systems and/or applications that have been deployed or audited by The Supplier. These will include -

Operational Support – for Trust Cloud Managed Platform

Support is the reactive component and will include IT Service Desk event handling and incident management.

Reactive Maintenance

Reactive Maintenance shall be performed on an “as required” basis

Proactive Maintenance

Proactive Maintenance will include both scheduled and unscheduled tasks across the following areas -

Security & Risk Management

Patching & Software Updates

Performance & system improvements

Service Reports

Security & Risk Management

The Supplier are an established IT infrastructure Security partner. Our platforms are designed with functionality and security being the prime considerations and are secure by default as built with security in mind. Security and Risk Management is covered on multiple levels.

The Supplier will implement and maintain the following security and risk management measures as a minimum during the Term:

Physical security

The specified partner datacentre Crown Hosting in UK operates within ISO27001 scope and is manned 24/7 with perimeter security fencing, passive infrared (PIR) sensors, reinforced concrete walls and a secure “goods in” and “customer build” area.

The partner data centre operates extensive CCTV coverage in accordance with PCI DSS requirements, strict access policies and zonal swipe card systems. Customer Data will be held within the Northampton Data Centre for TrustCloud hosted services.

Network Security

Central internet access will be provided by a virtual firewall managed and hosted centrally on the TrustCloud platform. This device will perform secure control for the TrustCloud Platform. The only external access to the data will be by The Supplier management centre which is secure and protected to the agreed specification and as tested by the Customer, and access provided to the Customer will be secured to a specified IP range.

Patching and Software Updates

Patching and Software updates comprises:

Scheduled Software Updates via Package management

Unscheduled Security Updates

Unscheduled Software Updates

Scheduled and unscheduled change patching

Patching and Software Updates for the environments will be performed as scheduled or unscheduled tasks. Where possible all software will be updated from the system repository. Scheduled patching is generally performed monthly.

Performance and System Improvements

As part of a programme of continuous improvements, the Trustcloud monitoring solution will be used to gather information from all layers of the solution stack. This will provide information to allow The Supplier to monitor the performance of the solution and subsequently recommend improvements.

Pro-active reviews will highlight trends that need addressing before they become issues and assist with capacity planning and growth strategies.

Reporting

Uptime reported will be provided on a quarterly basis and any failures will be reported and if necessary escalated to the appropriate Customer contacts.

This will be presented by the Service Delivery Manager during a quarterly Service Review to take place on the Customers site.

Acceptance

I the undersigned authorised signatory, accept the terms, caveats, and conditions of this Statement of Works TS-CLI-DATE-TCMS

Customer Name	Trust Systems Limited
Name: ______________________________________	Name: ______________________________________
Signed: ______________________________________	Signed: ______________________________________
Position: ______________________________________	Position: ______________________________________
Date: ______________________________________	Date: ______________________________________

CUSTOMER NAME	TRUST SYSTEMS LIMITED