A LEGAL DISCLAIMER

In addition to any terms defined herein, terms with capitalised initial letters shall have the following meanings:

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Agreement shall mean the contractual and legal obligation between SC and the Customer.

SC shall mean Servercare Ltd, (the parent company of Servercab) Cambridge Hse, Padwell Road, Southampton, SO14 6QZ.

Customer(s) shall mean the partner or reseller of the Maintenance Service supplied by SC

Client shall mean the end user or owner of the hardware supported under the Maintenance Service supplied by SC under this Agreement.

Purchase Order(s) shall mean a commercial / legal document and official offer to purchase service(s) from SC and shall detail information such as the SC reference number, Equipment Schedule, start and end dates of service and agreed Maintenance Charges.

Maintenance Quotation shall mean a formal document setting out the Maintenance Charges for supplying the Maintenance Service against the Customer’s Clients Equipment Schedule to an agreed SLA. The Maintenance Quotation would typically include manufacturer, model, serial number (where provided) and Maintenance Site of the supported Equipment.

Commencement Date shall mean the date of commencement of the Maintenance Service as advised by SC to the Customer.

Maintenance Service(S) shall mean curative maintenance in respect of Equipment at the Maintenance Site. The service could include the inspection, testing and diagnosing (by attendance on the Maintenance Site or remotely) by SC of any fault reported in an item of Equipment. The carrying out by SC of such repairs, replacement of parts or adjustment as SC shall judge necessary to remedy the fault. A temporary remedy may be the provision of loan Equipment functioning in place of the original Equipment, whilst the original Equipment is being repaired. Loan Equipment shall be of the equivalent standard of the original Equipment.

Equipment shall mean all supported products detailed within the SC Maintenance Quotation contractually initiated by the Customer to be serviced by or through SC pursuant to this Agreement.

Equipment Schedule(S) shall mean a document that describes in detail the Equipment requiring a Maintenance Service. It may also state the start and end dates, Maintenance Site, SLA and manufacturer and models of the Equipment.

Maintenance Site shall mean the physical location of the supported Equipment detailed within the Customer Equipment Schedule and the SC Maintenance Quotation. If at the point of providing the Maintenance Quotation, SC have not been informed of the Maintenance Site, SC will detail an assumption which will need to be confirmed before the Customers Purchase Order can be accepted.

Service Level Agreement (SLA) shall mean the service level cover, responses and fixes as indicated in the Maintenance Quotation in relation to Equipment detailed within the Clients Equipment Schedule.

Call Receipt shall mean the answering of a telephone call or receipt of an email from a Customer or Client to log a Service Ticket.

Service Ticket shall mean an incident logged in the SC ticket management system as a result of a Service Ticket being logged by a Customer or Client either via telephone or email.

Verification shall mean an appropriate field service resource verifying the fault reported by the Customer or Client, identifying any required components and advising a plan of action for repair within the agreed timescale detailed within the Service Level Agreement (SLA).

Arrival Time shall mean the time the engineer arrives on the client site and makes contact with the client’s reception desk or security department.

Response Time shall mean the lapsed time taken from the Service Ticket being logged within the SC ticket management system to the completion of Verification with parts requirement agreed. Verification can be completed remotely by telephone, or should Verification require a Site Visit to determine the fault and parts required, the engineer will be dispatched to meet the agreed response time. Response only contracts have no guaranteed Fix Time, but SC work towards a resolution within 48 hours of Verification. Should a Customer or Client require Parts Only to fulfil a Service Ticket, Parts Only will be delivered to site on a next contractual day basis where stock is available.

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Fix Time shall mean the lapsed time taken from the Service Ticket being logged within the SC Ticket Management System to the time recorded by the engineer upon returning the faulty hardware to a ready state or command prompt, minus the time taken for completion of Verification. Verifications are mostly completed remotely by phone, but where this is not possible, an initial Site Visit will be made to complete the Verification process. This Verification visit will be made within the agreed Service Level, and the subsequent visit to repair will be made to meet the Fix Time determined in the maintenance agreement. Should a Customer or Client require Parts Only to fulfil a Service Ticket, Parts Only will be dispatched to meet the SLA determined in the maintenance agreement unless a specific delivery time is requested by site. Fix Time service levels relate to hardware faults and the rectification of such faults. The service level does not include the restoration of non-hardware products such as, but not limited to software, firmware, microcode and license restoration.

Parts Only Unless otherwise stated, Parts Only contracts will have a guaranteed telephone response time to log a Service Ticket and thereafter Parts Only will be dispatched on a next business day basis. Contracts will have no obligation for SC to supply labour to install the spare parts, however if an engineer is requested, this will be on a chargeable basis in accordance with SC standard T&M conditions.

Scheduled Visit(s) shall mean a time defined and/or agreed with the Customer or Client for an engineering visit. For example, a fault verified at 09:00 with a 4-hour Fix Time would require an engineer to return the faulty hardware to a ready state or command prompt on or before 13:00. The Customer or Client may request their system is not worked on during office hours and therefore require a Scheduled Visit at 18:00. During the period between 09:00 – 18:00 the SLA Clock will be stopped and not started again until 18:00, requiring a Fix Time before 22:00.

Target SLA shall mean the target percentage of Service Tickets met within the contracted SLA offered by SC. For example, if SC offer a 95% Target SLA on Network Switches and the customer logged 50 Service Tickets in a 12-month period, SC are contracted to meeting the SLA on 47.5 of the 50 Service Tickets.

SLA Clock shall mean a virtual clock running for each Service Ticket logged by the Customer or Client. The SLA Clock is running in conjunction with the contracted Service Level Agreement and can be stopped and started as necessary by the Customer or Client and SC.

For example:

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• If the Customer or Client request a Scheduled Visit

• Discrepancy over Equipment Service Entitlement

• Discrepancy over Maintenance Site

• Scheduled part(s) deliveries

• Unable to access the Maintenance Site or the equipment to be worked on

• Unable to contact Customer or Client

• Where Verification requires the technical resource to interrogate system logs

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The SLA Clock will start running from the point the SC technical resource completes Fault Verification or at the point a Scheduled Visit time is reached.

Service Entitlement shall mean guaranteed access to service as defined within the specific agreement. Service Entitlement may be in question if the faulty Equipment does not match the Equipment listed within the Equipment Schedule.

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Reasonable Endeavour(s) shall mean that SC must take all action commercially practicable in the given circumstance, but only to the extent that such action is not to the detriment of SC’s commercial interests; and is unlikely to be required to divert resources from elsewhere within the business.

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Reasonable Endeavours does not constitute a guarantee to deliver a Maintenance Service to an SLA, nor does it guarantee a fix to the fault pertaining to the Equipment covered under the Maintenance Service.

Time & Material(s) (T&M) shall mean all work(s) will be completed utilising engineering labour on an hourly basis and parts used on a cost plus basis.

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Authorised Service Agent shall mean an SC approved supplier who may deliver Maintenance Service on behalf of SC for certain geographic locations or Equipment types. These Authorised Service Agents are also referred to as Independent Service Organisation or Organisation’s.

Maintenance Charges shall mean the fees associated to the delivery of the Maintenance Service as set out in the Maintenance Quotation provided by SC in relation to the Equipment Schedule provided by the Customer.

Spare Parts shall mean any component, subassembly or assembly of a piece of Equipment, which are used to effect maintenance or repair of a supported piece of Equipment.

Consumable Parts shall mean non-repairable pre-assembled or pre-fabricated parts, assemblies or sub- assemblies not covered under the maintenance service that must be replaced on a regular basis to ensure proper equipment function. This includes, but is not limited to parts deemed consumable by the original equipment manufacturer.

TERMS & CONDITIONS

TERM - The initial term of this Agreement shall be one (1) year from the Commencement Date of this Agreement, unless otherwise agreed. Equipment may be added to this Agreement by the issue of, and acceptance by SC of further Equipment Schedules and/or Purchase Orders. The term of said additions should also be an initial term of one (1) year, unless otherwise agreed to pro rata to the original contract initial term.

TERMINATION – Either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

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1. either party commits a material breach of the Agreement and (if that breach is remedial) fails to remedy that breach within a period of 30 days of being notified in writing to do so.

2. either party (a) makes any assignment of its business for the benefit of creditors, (b) has a receiver, trustee in bankruptcy or similar officer appointed to take charge of part or all of its property, (c) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency act 1986.

3. alternative early termination agreements have been set out in advance of providing a maintenance quotation and are documented within this agreement or within the maintenance quotation.

4. any provision of the agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

5. termination, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.

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CREDIT FROM CANCELLATION / REMOVALS – Cancellation Terms shall be set as 90 days from the requested date. Credit amount owed of the contract/removals shall be worked out from the date after 90 days to the contract expiry. This does not apply to any items with Vendor Services (Such as Cisco, Juniper etc) and SC reserve the right to not apply these terms if not financially viable to do so due to the cost of advanced sparing or if items are subcontracted in which case the subcontractor’s terms will be applied.

MAINTENANCE SERVICE AVAILABILITY - SC agrees to provide on-call remedial service, repairs and replacement of unserviceable parts (“Maintenance Service”) in accordance with the contracted Service Level Agreement (“SLA”) set out in the Customers Maintenance Quotation which both form part of this contract. Service shall become available on the Commencement Date stated in the Equipment Schedule or Purchase Order.

REPLACEMENT PARTS - Equipment parts will be furnished on an exchange basis when installed by SC service personnel. Parts will be new or reconditioned and equivalent in performance when used in the existing Equipment. Equipment parts, which have been removed and replaced, become the property of SC. If SC is not allowed to remove any replaced parts from the Clients site for data security or any other reasons, SC reserve the right to charge for any replacement parts fitted to the Clients’ Equipment.

BEYOND ECONOMICAL REPAIR - If SC cannot obtain an adequate supply of replacement parts for, or otherwise satisfactorily maintain any piece of Equipment serviced hereunder, SC in consultation with the Customer will implement one of the following options: 1) discontinue providing service for the Equipment as of the date the Customer is notified; 2) place the Equipment on a Reasonable Endeavours SLA; where additional charges may apply, or 3) upgrade the Equipment following written approval of the Customer. If option 3 is elected, SC will purchase new or reconditioned and equivalent in performance Equipment.

The Customer agrees to reimburse SC in full for the cost of the Equipment, plus shipping and handling. This does not include a fee for installation of the Equipment. If the Customer requests SC install the Equipment, a separate charge for labour will be furnished at SC's Time and Material (“T&M”) hourly rates then in effect.

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In addition, for printer maintenance, any one incident where the cost of repair (including parts and labour) to facilitate the required repair exceeds 60% of the current market value of the faulty equipment at the time of the incident. This incident will be deemed as ‘Beyond Economical Repair’, and as such SC will not be required to facilitate a repair to the equipment.

PARTS ONLY CONTRACTS - It is the Customer or Clients responsibility to provide fault verification, labour and reverse logistics for parts only contracts with SC. It is the Customer or Clients obligation to ensure that staff providing fault verification, parts ordering and parts installing under this Agreement have the necessary skills, expertise and training on the hardware supported. Unless otherwise agreed, all exchange/replacement parts are to be returned within 10 working days of the date of issue of the initial part request. Failure to do so may incur charges related to the replacement value of the part at the current market rate. Without prior notice, SC reserve the right to supply suitably trained staff to confirm fault verification and oversee the installation of parts supplied by SC at any time during the contract term.

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LABOUR ONLY CONTRACTS - It is the Customer or Clients responsibility to provide fault verification, backline support parts and forward & reverse logistics for labour only contracts with SC. It is the Customer or Clients obligation to ensure that staff providing fault verification and backline support under this Agreement have the necessary skills, expertise and training on the hardware supported. Unless otherwise agreed, all parts used by SC under this Agreement will be returned within 10 working days of date of issue at the cost of the Customer or Clients.

CHARGES - Maintenance Service charges provided for in this Agreement, as set out in the Customers Maintenance Quotation which forms part of this contract, commence on the effective commencement date stated on the face of this agreement and are payable in advance. All charges specified are those currently in effect and are subject to change upon thirty (30) days prior written notice to the Customer by SC. If charges are changed, the Customer may, on the effective date of such change, terminate this Agreement, or, withdraw from service any item of Equipment affected by such change, by delivering written notice to SC prior to the effective date of such change. Otherwise, the change shall become effective upon the Commencement Date specified in the notice. Enhanced Services Charges (vendor costs regulated by the manufacturer) must be paid in advance for the whole term and are not cancellable or transferable. Enhanced Services charges generally track the manufacturer’s charges imposed on SC and they may increase or decrease during the term of the contract. If the Customer or Client requests Maintenance Service outside of the original SLA, such Maintenance Service, if available, will be furnished at SC's T&M hourly rates then in effect. Travel time and expenses are billable in connection with such T&M Service. The minimum charge in connection with such T&M Service is billable at the prevailing rate and shall be a minimum of two (2) hours including travel time.

LATE PAYMENT - If the Customer fails to pay any charges when due, Customer agrees that SC will have the right to assess, and the Customer will pay, a late payment charge of 8% above the reference rate as determined in accordance with the Late payment of Commercial Debts (Interest) Act 1988 or Bank of England Base Rate per month, but not in excess of the maximum rate permitted by law. This does not include claims for compensation arising from late payment under section 5A of the Late Payment of Commercial Debts (Interest) Act 1988. Any billing frequency changes will affect the discount schedule, if any, set forth in this Agreement. SC reserves the right to withhold services until Customer’s payments to SC are current and no monies are due to SC by the Customer.

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TAXES - Any fee for taxes, however designated or charged under this Agreement, on the services rendered hereunder, or on parts supplied pursuant hereto, including state and local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by SC in respect of the foregoing, exclusive however, of taxes based on net income, shall be charged to the Customer as an additional fee.

DEFAULT - If the Customer or Client does not make timely payments to SC hereunder, or breaches any terms of this Agreement, SC may, in addition to any other legal remedies it may have, immediately terminate the Maintenance Service. SC shall have the right, in addition to any other rights SC may have hereunder or at law, to enter Customer or Clients premises and remove SC's Equipment, material and supplies from Customer or Clients premises, and Customer or Client agrees to surrender and deliver possession thereof. Customer or Client will be invoiced for any SC Equipment that is destroyed, damaged or unreturned at cost or the current replacement value, whichever is higher.

EQUIPMENT FUNCTIONALITY - The Client’s Equipment must be in a fully functional state before this Agreement commences. In the event SC receives a service call within the first 30 days, and, determines the issue requiring service occurred prior to the commencement of this Agreement, the service call will be billed separately at SC’s current T&M rates.

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ADMINISTRATIVE OPERATIONS - In situations where the Customer or Client requests SC perform functions which are the responsibility of the Customer or Client, including but not limited to operational and/or administrative operations, either at a manned or unmanned site, SC shall reserve the right to charge the Customer for any services so provided at SC’s current T&M rates.

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ACCESS TO EQUIPMENT - The Customer or Client agrees to provide SC with full and free access to the Equipment to provide service thereon. The Equipment must be located in safe position at ground level and correctly installed in accordance with the manufacturer’s specifications. Equipment must be fully accessible for the engineer to carry out the repair without potential danger to safety. The SC engineer attending the service visit will perform a basic risk assessment if they deem it necessary. Failure to provide safe access will be deemed as SLA met and SC reserve the right to apply charges to rescheduled visits.

REPLACEMENT PARTS AND LOAN STOCK - Upon request by Customer or Client and upon Customer or Clients provision of reasonable secured storage space, SC shall maintain a reasonable Spare Parts inventory at the Maintenance Site and shall provide to Customer or Client a complete list of such Spare Parts. Customer or Client agrees to allow SC access to the Spare Parts storage facility as hours of facility as appropriate to the site PPM. Ownership of all Spare Parts stored at the Maintenance Site shall remain the property of SC until such parts are installed in Client owned or leased Hardware. Upon installation in Client owned Hardware, the Replacement part(s) shall become the property of Client. Upon installation in leased Hardware, the replacement part(s) will become the property of the lessor. All faulty part shall become the property of SC until such time they are deemed by SC, scrap material. The Customer or Client will grant SC reasonable access to the Spare Parts for audit or inspect purposes.

Insurance coverage for all Spare Parts provided by SC and stored at the Maintenance Site shall be provided by the Customer or Client at the Customer or Clients cost.

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MANUFACTURER’S SPECIFICATIONS - SC reserve the right to make additional charges or terminate the contract if SC determines any Equipment has been or is continually being operated outside the manufacturer’s specifications, specified operating or environmental conditions (for example including, but without limitation, failure to maintain a constant power supply, air conditioning or humidity control) , or, is subject to excessive usage, or which has been subjected to unusual physical or electrical stress. SC reserves the right to withdraw from this Agreement, or apply additional charges for any Equipment which in SC's opinion, may be in repetitive need for repairs because of misuse, excessive use, or any other cause. It is the Clients responsibility to ensure that their staff have an appropriate level of manufacturer training on the hardware they are operating to limit damage through incorrect use.

RELOCATION OF SYSTEMS- If a system is relocated or moved by the Customer or end client, it is the customer or end client’s responsibility to ensure that the correct manufacturer processes are followed. If a hardware faults occurs as a result of a relocation or immediately after a relocation then the hardware replacement and engineering time would chargeable. If a system is relocated to different geographic location then the customer must first check with SC that service can continue under the same SLA and at the same price.

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MEDIA - It is the Customer or Clients responsibility to ensure their media is managed and bad media is removed from their operation. If SC determines that faulty/bad media is the cause of Equipment failure, SC reserve the right to issue additional charges for the cost of repair of the Equipment, or, terminate this Agreement.

SOFTWARE, FIRMWARE & LICENCING - It is the Customer or Clients responsibility to maintain their system’s software, firmware & licensing to the appropriate level. The Customer or Client should ensure that their firmware and software is up to the latest level before moving support away from OEM support.

SC do not include the replacement or upgrade of software, firmware and licensing within its standard hardware maintenance contracts unless specifically stated. Hardware or components supplied by SC which hold manufacturer firmware, will be supplied with firmware at the most recent level. If firmware updates and upgrades are required, SC will advise if they can be acquired by the Customer or Client freely within the public domain. Software, firmware updates & licensing, maintenance or any repair of any equipment failure caused by inappropriate software or firmware programming (Inc. system software or application software) are excluded from this or any support Agreement with SC. Micro code upgrades/BIOS upgrade, virus causing software corruption (including configuration errors), media damage & incompatible software and hardware are also excluded from this and any support Agreement with SC and could be subject to additional charges or termination of the Agreement. It is the Customer or Clients responsibility to ensure they have an up to date back-up of their systems OS and configuration, and they have a record of the system passwords.

HARDWARE FAULTS CAUSED BY FIRMWARE/SOFTWARE UPGRADES- If a customer or end client carries out a firmware/software upgrade without following the manufacturer’s correct processes and this results in a hardware fault then the hardware replacement and engineering time would chargeable. For example, where a system has been upgraded from an old firmware version to the latest without the recommended step by step upgrades in between.

CONTRACT AUDIT - SC reserves the right to perform a Contract Audit before commencement of this Agreement or during the life of the Agreement, in order to obtain accurate specifications, configurations and clarify assumption of the Equipment quoted for and under support. If SC is not permitted to carry out such an inspection, SC cannot guarantee the contracted service levels and may need to make additional charges to support Equipment not quoted for or with a different specification than that quoted.

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UNAUTHORISED REPAIR - If persons other than SC, or its authorised agents, perform Equipment maintenance or repairs, repair of any damage caused thereby shall be made by SC and billed to the Customer at SC 's applicable T&M rates then in effect. Such charges shall not be levied where SC provides a Customer or Client with a replacement part and the part is replaced by the Customer or Client or the Clients designated agent with SC’s express authorisation.

ADDITIONAL EQUIPMENT - Additional items of Equipment may be added to this Agreement upon acceptance by SC and execution of an SC addendum form that states the location of the additional items of Equipment, model type, serial number, Commencement Date of the Maintenance Service and total charges for such Equipment.

RESPONSIBILITY FOR DATA PROTECTION – Customer or Client acknowledges that at all times it is the Customer or Clients sole responsibility, specifically during all Client service functions performed by SC, to protect the computer system data base, files and software, from all possible losses, including, but not limited to, power failures, hardware failures, software problems, external influences, and inadvertent mistakes, such as operator errors, or any other cause by maintaining copies, through the use of verified daily file saves stored on and off site, and such other additional methods of protection as may be available for the computer system data base, files and software.

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LIMITATION OF LIABILITY - Customer agrees that SC 's total liability hereunder shall be limited to the repair or replacement, at the option of SC, of any equipment maintained hereunder damaged through the negligence of SC or its agents. in no event shall SC be liable for any indirect, consequential, special, exemplary, or incidental damages of whatever kind or nature and however caused, even if SC knew or should have known of the possibility of such damages, including without limitation, loss of use of equipment, equipment rental costs, loss of data, costs of recreating lost data, loss of stored memory, productivity loss, lost profits, down-time costs, lost business, lost savings, or other economic loss or damages, or liability to third parties, however caused, whether based upon breach of warranty claims, the negligence of SC or its agents, or any other tort, or otherwise. disclaimer of warranty - makes no warranty of any kind, expressed or implied, including without limitation, the warranty of merchantability or fitness for a particular purpose or any other warranty, with respect to the subject matter hereof, maintenance service to be performed pursuant to the terms hereof, or parts to be supplied hereunder.

GENERAL - SC reserves the right to adjust the specified Maintenance Charges if the specifications, attachments, or features of any item of Equipment are changed after the Commencement Date of this Agreement. SC shall have the right to appoint an independent service organisation or organisation’s as its Authorised Service Agent for the performance of Maintenance Service pursuant to this Agreement, or to assign all or part of this Agreement to any person or organisation. Customer may not assign all or any part of this Agreement without the express written consent of SC. Customer represents that Client is the owner of the Equipment subject to this Agreement or, if not the owner, Customer has the authority to enter into this Agreement. Customer agrees to pay SC for any services not specifically provided for herein requested by Customer or Client. For such services, Customer shall be billed separately in accordance with SC 's current T&M rates. SC shall in all cases obtain the Customer’s written agreement to any additional services prior to carrying out such services. Notices concerning this Agreement shall be sent to the addresses shown on the face of this Agreement. This Agreement shall be governed by the laws of the United Kingdom and, constitutes the entire Agreement between SC and the Customer with respect to the furnishing of by SC of Maintenance Services. Any action to enforce this Agreement shall be venued in a United Kingdom court. If any claim or controversy arises out of this Agreement, the prevailing party shall be entitled to reimbursement of attorney’s fees, costs, expert fees, and related litigation costs. The term "Agreement" as used herein includes any future amendments, modifications or supplements made in accordance herewith.

NON-SOLICITATION - Neither Customer, Client, SC, nor an affiliate of either, shall directly solicit the employment of any present employee of the other until six (6) months after the earlier of (a) the termination of such Employee's employment, or (b) six (6) months after the termination of this Agreement, unless by written consent of both Parties. The Parties agree that the loss of such employee would result in irreparable harm.

FORCE MAJEURE - SC shall not be liable to Customer or Client for delay or failure to perform SC 's obligations under this Agreement if such delay or failure arises from any cause or causes beyond the control of SC, including but not limited to accidental or malicious damage, damage during moving, labour disputes, strikes, other labour or industrial disturbances, acts of God, floods, fire, lightning, shortages of materials, rationing, utility or communication failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions, regulations or orders of any government, agency or subdivision thereof.