PLATFORM EVALUATION AGREEMENT

THESE TERMS ARE INCORPORATED BY REFERENCE INTO THE ORDER FORM AND/OR STATEMENT OF WORK EXECUTED BY THE COMPANY IDENTIFIED AS THE “CUSTOMER” IN THE AWS PRIVATE OFFER OR MARKETPLACE ORDER DETAIL, THEREIN AND 10X BANKING TECHNOLOGY LIMITED, A COMPANY INCORPORATED AND REGISTERED UNDER THE LAWS OF ENGLAND AND WALES (COMPANY NUMBER 10146101), WHOSE REGISTERED OFFICE IS AT 4TH FLOOR, 16 HIGH HOLBORN, LONDON WC1V 6BX, UNITED KINGDOM (“SUPPLIER”). YOU AGREE TO BE BOUND BY THESE TERMS. THESE TERMS WILL, AND YOUR WRITTEN CONSENT TO THEM WILL, FORM A PLATFORM EVALUATION AGREEMENT BETWEEN YOU AND SUPPLIER AND GOVERN YOUR CURRENT ORDERS AND SOWS AND MAY NOT BE AMENDED WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES. THESE SERVICE TERMS, THE ORDER FORMS(S) OR SOW(S) TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND SUPPLIER, EFFECTIVE AS OF THE EFFECTIVE DATE OF THE ORDER FORM AND/OR THE SOW (THIS “AGREEMENT”). CUSTOMER AND SUPPLIER ARE HEREINAFTER REFERRED TO AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY”.

WHEREAS

(A) Supplier is the owner and operator of the 10x platform (the “Platform”), a cloud-based platform through which it provides a core banking operating system and related services.

(B) AWS Marketplace context. If the Customer subscribes to or accesses the Evaluation Services through AWS Marketplace, the parties acknowledge that AWS Marketplace is used only as the procurement, listing, entitlement, billing and/or payment channel. AWS is not a party to this Agreement and has no responsibility for the Evaluation Services, Documentation, Professional Services, Customer Programs, Content, support, service levels, warranties, indemnities or liabilities agreed between Supplier and Customer.

(C) Order of precedence. To the extent permitted by AWS Marketplace requirements, the Supplier-Customer legal and commercial terms for the Evaluation Services are governed by this Agreement and the relevant Statement of Work. Any AWS Marketplace private offer, listing page, order form, purchase order, subscription screen, AWS Customer Agreement or AWS Marketplace terms apply only to the AWS Marketplace transaction mechanics and shall not expand Supplier’s obligations to Customer unless expressly incorporated into this Agreement by written amendment signed by Supplier.

(D) The parties have entered into this Agreement to set out the terms pursuant to which Supplier agrees to allow Customer to access a temporary, non-exclusive, multi-tenant, non-production version of the Platform (the “Evaluation Environment”) and supporting description, guidelines and instructions for the use of, and integration to, the Evaluation Services (“Documentation”).

AGREED TERMS

ADDITIONAL AWS MARKETPLACE DEFINITIONS.

“AWS Marketplace” means the AWS Marketplace service through which Supplier may list, offer or make available the Evaluation Services;

“AWS Marketplace Terms” means the AWS Marketplace seller, buyer, AWS Customer Agreement, AWS Service Terms and other AWS terms applicable to the relevant AWS Marketplace transaction, as updated by AWS from time to time;

“AWS Private Offer” means a private offer or similar transaction made available by Supplier through AWS Marketplace;

“AWS Account ID” means the Customer AWS account used to subscribe to the AWS Private Offer; and

“Marketplace Order” means the accepted AWS Private Offer, subscription or entitlement record for the Evaluation Services.

1 SCOPE

1.1 This Agreement sets out a framework of terms under which the parties can agree one or more written statement(s) of work (each, a “Statement of Work”) setting out the services to be provided by the Supplier in relation to the Customer’s assessment of the Platform.

1.2 AWS Marketplace ordering. Where the parties agree to transact through AWS Marketplace, the Statement of Work must identify the applicable AWS Private Offer or Marketplace Order details, including the AWS Account ID, listing name, offer identifier, Evaluation Period, included services, usage limits, fees (if any) and any applicable tax or invoicing assumptions. No AWS Marketplace click-through, purchase screen or purchase order shall amend this Agreement unless expressly agreed in writing by Supplier.

1.3 No production commitment. Any AWS Marketplace listing or private offer for this Agreement is limited to temporary, non-production evaluation access only. It does not grant production use rights, a production subscription, managed service rights, migration services or any commitment to enter into a production SaaS agreement unless expressly set out in a separate written agreement signed by Supplier.

1.4 Each Statement of Work will be binding on the parties from the date on which it has been executed by each party.

1.5 If agreed in a Statement of Work, Supplier shall:

(a) make available to the Customer the Evaluation Environment; and

(b) make available to the customer the Evaluation Services. These are further defined in the relevant Statement of Work.

1.6 For the Evaluation Period, the Customer may request reasonable clarifications of the Evaluation Services and the Documentation. The Customer will only seek clarification to the extent the Customer needs clarification in order to receive the benefit of this Agreement and any Statement of Work. The Supplier will use reasonable endeavours to respond to any request as soon as reasonably practicable.

2 ACCESS TO EVALUATION SERVICES

2.1 The Customer shall access and use the Evaluation Services and Documentation (as applicable) subject to the terms of this Agreement and in accordance with all applicable laws, using Customer’s data and information created in, or submitted to, the Evaluation Services (“Content”). Customer shall ensure that Content consists of non-production data and information that cannot be used to identify a living individual. Customer may access and use the Evaluation Environment for the Evaluation Period only to perform internal evaluation of the capabilities of the Evaluation Services (the “Evaluation Activities”).

2.2 AWS entitlement and account controls. Customer must subscribe through the AWS Account ID agreed in the Statement of Work and must ensure that only authorised Personnel access the Evaluation Services through that account or any associated credentials, entitlements or access links. Customer is responsible for all activities performed using its AWS account, Marketplace entitlements, login credentials and Customer-side integrations.

2.3 AWS terms compliance. Customer shall comply with the AWS Marketplace Terms, the AWS Acceptable Use Policy and any AWS Marketplace Listing Guidelines applicable to Customer’s access to the Evaluation Services. Customer shall not take any action that would cause Supplier to breach its obligations to AWS in connection with the relevant AWS Marketplace listing or Marketplace Order.

2.4 No sensitive or regulated data. Customer shall not upload, submit or process production data, live customer data, personal data, special category data, cardholder data, confidential regulatory data or other regulated information in the Evaluation Services unless Supplier has expressly agreed otherwise in a written data processing addendum or Statement of Work.

2.5 Customer shall allow access to the Evaluation Services and Documentation only to those of its Personnel that need such access for the Evaluation Activities. “Personnel” means Customer’s employees, contractors, consultants, and/ or representatives, but excludes independent software vendors, platform partners or any persons or entities that could reasonably be considered to be in competition with the Supplier (unless otherwise agreed in writing, acting reasonably).

2.6 Customer will ensure that the login details, means of access and any related documentation remain under its control and it will take all reasonable precautions to safeguard such information and details against unauthorised use. Customer shall notify Supplier in writing immediately if it becomes aware of any unauthorised use of the Evaluation Services or Documentation by any person.

2.7 Customer shall ensure that Content and any integrations to the Evaluation Services are reasonably protected against any introduction of malware including any software viruses, trojan horses, worms, time bombs, logic bombs, trap doors, cancelbots, spyware, botnet nodes, keyloggers or any other computer code, files, or programs designed to disrupt, interrupt, disable, damage, destroy or limit the functionality of the Evaluation Services or bypass any security controls maintained by Supplier.

2.8 Supplier shall ensure that the Documentation:

(a) is of a standard that would reasonably be expected from a prudent and expert business of the same industry as the Supplier; and

(b) reflects the Evaluation Services made available to the Customer under this Agreement.

2.9 Supplier shall be free to (but shall be under no obligation to) update the Evaluation Services and Documentation and the features and functionality available in or through the Evaluation Services at its sole discretion. Supplier shall use reasonable endeavours to provide Customer with notice of any such update but failure to do so shall not amount to a breach of this Agreement or limit Supplier’s rights under this clause.

(a) Supplier shall use reasonable efforts to ensure that the Evaluation Environment and Evaluation Services enable Content to be logically separated (but not physically separated) from other users’ content at all times, and that no other parties, except the Customer, its Personnel, and the Supplier, will have access to the Content.

2.10 Without limiting clause 2.12, the Supplier will use reasonable endeavours to ensure the Evaluation Services will be available to the Customer on a 24 hour basis, and at a minimum between 8:00am and 5:30pm on Monday to Friday UK time, though any failure to do so shall not amount to a breach of this Agreement and shall not give rise to any right to a claim, proceedings or action.

2.11 Save as expressly set out in a Statement of Work (and without limiting clause 1.4) Supplier offers no support package in respect of the Evaluation Services and, without prejudice to clause 7 , gives no assurance as to its availability, incident response times, incident resolution times, processing speeds, updates or otherwise. Supplier, however, will use reasonable endeavours (within a reasonable time) to respond to and resolve any incident notified to Supplier by Customer.

3 INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

3.1 For the purpose of this Agreement, "Intellectual Property Rights" means any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trade mark, trade name, internet domain name, design right, design, service mark, know-how, concept, tool, process, methodology, database right, topography right, right in get-up, right in goodwill or to sue for passing off (together with any modifications, derivatives, enhancements or changes to any of them) and any other right of a similar nature or other industrial or intellectual property right owned or used by a party in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of, and right to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future.

3.2 Nothing in this Agreement shall be construed as an assignment or transfer of any title in any materials or Intellectual Property Rights by either party. Each party owns and shall continue to own their respective rights, title and interests in its materials and Intellectual Property Rights. Save as expressly set out in this Agreement, no rights are granted (by licence or otherwise) in respect of either party’s materials or Intellectual Property Rights.

3.3 Customer shall not:

(a) create derivative works of, adapt, modify or alter in any way the whole or any part of the Evaluation Services, the Documentation or any Intellectual Property Rights in them (it being acknowledged that the Customer will have some limited capability to configure settings and functionality (to the extent permitted within the Evaluation Services), provided that any such development or configuration shall not affect the Supplier’s ownership of the Evaluation Services, Documentation and/ or its Intellectual Property Rights);

(b) copy, disassemble, decompile, reverse engineer, translate or convert the whole or any part of the Evaluation Services except to the extent permitted by law;

(c) sell, lease, sublicense, distribute or publicly display (save to the extent expressly permitted in clause 2.1 and 2.5) the whole or any part of the Evaluation Services; or

(d) merge or combine the whole or any part of the Evaluation Services with any other systems or software (save to the extent necessary to connect Customer Programs to the Evaluation Services).

3.4 Customer grants Supplier a worldwide, revocable, fully-paid, royalty-free, non-exclusive and non-transferable licence to use any Content, Customer Programs and any other materials provided by or on behalf of the Customer for the purpose of providing the Evaluation Environment and performing its obligations under this Agreement.

3.5 If Customer provides any feedback, comments or suggestions in relation to the Evaluation Services or Documentation, any Intellectual Property Rights in the feedback, comments or suggestions shall vest in Supplier. Customer agrees that (a) none of the feedback, comments or suggestions will be subject to any obligation of confidence; and (b) Supplier will be entitled to unrestricted use and other exploitation of the feedback, comments or suggestions for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the feedback, comments or suggestions.

3.6 Intellectual property rights. Supplier owns and retains all rights, title and interest in and to the Platform, Evaluation Services, Evaluation Environment, Documentation and Supplier’s pre-existing Intellectual Property Rights, including any modifications, derivatives, enhancements or improvements to them. Customer owns and retains all rights, title and interest in and to its Content, test data, configurations, Customer Programs, materials and pre-existing Intellectual Property Rights, including any modifications, integrations, developments or materials created by or on behalf of Customer, excluding Supplier’s Intellectual Property Rights.

4 FEES

4.1 The Customer shall pay to Supplier the fees as set out in the relevant Statement of Work (the “Fees”).

4.2 AWS Marketplace payment channel. Where Fees are set out in an AWS Private Offer or Marketplace Order, Customer shall pay those Fees through AWS Marketplace in accordance with the applicable AWS Marketplace Terms and AWS invoice. Supplier shall not be required to invoice Customer directly for amounts billed through AWS Marketplace, unless required by law or expressly agreed in the relevant Statement of Work.

4.3 No additional fees for free evaluation. If the AWS Private Offer or Statement of Work states that the Evaluation Services are made available free of charge, Customer shall not be liable for any Fees for the initial Evaluation Period. Any extension, conversion to paid access, production use, additional Professional Services, additional AWS Marketplace subscription or renewal must be agreed in writing by Customer before any Fees are incurred.

4.4 Taxes and withholding through AWS Marketplace. The parties acknowledge that AWS Marketplace may calculate, collect, remit, invoice or report certain taxes depending on the transaction and applicable law. Customer remains responsible for any taxes, withholding, deductions, duties or charges payable by Customer under this Agreement, except to the extent collected and remitted by AWS Marketplace or expressly included in the applicable Marketplace Order.

4.5 The Fees are exclusive of all applicable taxes. To the extent the Customer is required by law to deduct or withhold any amount in relation to taxes, duties or other amounts, the Customer shall (a) be responsible for the payment of all such amounts and shall indemnify Supplier in respect of any non-payment; and (b) gross-up the total amount paid such that the Supplier receives the full amount payable as if such duties, taxes or other amounts were not payable.

4.6 All invoices are payable by Customer to Supplier within thirty (30) days of the date of invoice. Unless otherwise agreed in the relevant Statement of Work, the fees will be payable in advance. If Customer does pay any amount due under this Agreement when due, Supplier shall be entitled to charge interest at a rate equal to 8% per annum above the then current base lending rate of Bank of England, from time to time in force (and subject to a minimum of 0%) from the due date until the date of actual payment (both dates inclusive), compounding quarterly on each quarter day, and payable on demand whether before or after judgment. Any interest shall be paid together with the overdue amounts.

5 CONFIDENTIAL INFORMATION

5.1 In this Agreement, “Confidential Information” shall mean all information and material (however recorded, preserved or disclosed) which is marked as confidential or which, by its nature, ought to be considered confidential and is disclosed to a party (and its affiliates), or its directors, employees, agents, contractors, consultants, and/or representatives, and professional advisors who have a need to know in respect of this Agreement and who are bound by undertakings comparable to those set out in this clause (each, a “Representative”).

5.2 Subscriber and transaction information. Customer acknowledges that AWS Marketplace may provide Supplier with transaction, subscription, entitlement, account and contact information relating to the Marketplace Order. Supplier may use that information only to support, administer, deliver, renew, report on and manage the Evaluation Services, Marketplace Order and related internal sales operations, and otherwise as permitted by applicable law and the AWS Marketplace Terms.

5.3 Confidential Information includes but is not limited to (a) this Agreement and any discussions or negotiations between the parties; (b) any technical information, including, but not limited to, patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the Evaluation Services or Documentation or any current, future and proposed products and services of either of the parties; (c) any non-technical information relating to a party's products, including without limitation pricing, margins, merchandising plans and strategies, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans, future business plans and any other information which is proprietary and confidential to the party; (e) any information or analysis derived from Confidential Information; and (f) any Intellectual Property Rights created or arising from the use of the Confidential Information.

5.4 Confidential Information shall not include information that (i) is or becomes generally available to the public other than as a result of its disclosure in breach of this Agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (ii) was in, or comes into, the possession of a party rightfully and without restriction (whether or not it is marked or identified as being confidential) as to its use or disclosure; or (iii) is independently developed by or on behalf of a party without use of or reference to the other party’s Confidential Information.

5.5 Each party shall (a) keep (and ensure its Representatives keep) confidential the other party’s Confidential Information using the same degree of care it uses in respect of its own information of a like nature and, in any case, no less than a reasonable degree of care; (b) not use the other party’s Confidential Information for any purpose other than the proper performance of, or exercise of its rights under, this Agreement; and (c) not disclose the other party’s Confidential Information to any other person save for its Representatives. This clause shall not prevent a party disclosing the other party’s Confidential Information to the extent required to comply with applicable law, an order of a court of competent jurisdiction or administrative agency, a validly enforceable subpoena, applicable regulatory or professional standards, or any other legal or administrative process; provided, to the extent permitted by applicable law or regulation, the receiving party provides notice to the disclosing party of any such request or requirement.

5.6 On written request (and, in any case, on the termination of this Agreement) each party shall:

(a) destroy or return all of the other party’s Confidential Information and Intellectual Property in physical form; and

(b) use all reasonable endeavours to permanently destroy or delete all of the other party’s Confidential Information and Intellectual Property held in any computer system,

and confirm the same in writing.

5.7 Each party agrees not to make any public announcement concerning this Agreement and any aspect of the relationship between Supplier and Customer without the prior written consent of the other party.

6 TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and shall continue until the earlier of (a) the expiration of the Evaluation Period; or (b) termination of this Agreement in accordance with this clause 6.

6.2 Immediately on termination, the Customer shall cease access to the Evaluation Environment and all use of the Evaluation Services and Documentation, close off any Customer Programs and Customer-side integrations with the Evaluation Services. All licences granted under this Agreement shall terminate immediately and automatically on the termination of this Agreement.

6.3 Marketplace cancellation or expiry. Expiry, cancellation, removal, disablement or non-renewal of the applicable AWS Marketplace listing, AWS Private Offer or Marketplace Order shall not affect any accrued rights or obligations under this Agreement. If Customer’s AWS Marketplace entitlement ends before the Evaluation Period, Supplier may suspend access unless the parties agree an alternative access route in writing.

6.4 Either party may terminate this Agreement (or one or more Statement(s) of Work) immediately, at any time, by giving written notice if the other party is in material breach of this Agreement, which breach (if capable of remedy) goes unremedied for a period of ten (10) calendar days after written notice requiring the same. If the breach is not capable of remedy the non-breaching party may terminate this Agreement without waiting for the expiration of such period.

6.5 Either party may terminate this Agreement (or one or more Statement(s) of Work) at any time and without cause by giving not less than ten (10) calendar days’ written notice to the other party.

6.6 The terms of this Agreement shall survive expiry or termination of this Agreement to the extent necessary to give effect to the intention of such terms.

7 NO REPRESENTATION OR WARRANTY

7.1 THE EVALUATION SERVICES AND ANY DOCUMENTATION ARE MADE AVAILABLE ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUT WITHOUT PREJUDICE TO THE EXPRESS TERMS OF THIS AGREEMENT, THE EVALUATION SERVICES AND DOCUMENTATION ARE MADE AVAILABLE WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE) AND CUSTOMER AGREES TO ACCESS AND USE THE EVALUATION SERVICES AND DOCUMENTATION AT ITS OWN RISK. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, UNDERTAKINGS, TERMS AND OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, TRADE USAGE, COURSE OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, SUPPLIER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT ACCESS TO THE EVALUATION SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE. SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO CUSTOMER’S USE OR INABILITY TO USE THE EVALUATION SERVICES FOR ANY PURPOSE OTHER THAN THE EVALUATION ACTIVITIES DURING THE EVALUATION PERIOD.

7.2 AWS disclaimer. Customer acknowledges that AWS does not provide, operate, warrant or support the Evaluation Services and is not responsible for any claim, loss, liability, service failure, security incident, data issue or dispute arising from or relating to Supplier’s Evaluation Services, Documentation, Professional Services or Customer Programs.

7.3 Nothing in this Agreement shall be construed as committing either party (and neither party shall be obliged) to negotiate or enter into any other agreement or arrangement, including in relation to the Platform.

8 LIMITATION OF LIABILITY

8.1 Nothing in this Agreement shall be construed as limiting or excluding liability for (a) personal injury or death caused by negligence; (b) fraud or fraudulent misrepresentation; (c) misappropriation or infringement of Intellectual Property Rights; (d) breach of clause 5; or (e) any other liability which cannot be limited or excluded under law.

8.2 Subject to clause 8.1:

(a) neither party shall be liable (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) for any (i) special, indirect or consequential loss or damage; (ii) loss of profit or revenue; (iii) loss of opportunity; (iv) loss or damage to goodwill or reputation; (v) loss or damage to hardware, software or systems; (vi) loss or corruption of data (including, without limitation any Content or Customer Program); (vii) loss of anticipated savings; in each case whether or not such loss was foreseeable or if the party which would otherwise be liable for such loss was advised of its possibility; and

(b) each party’s total aggregate liability for all loss or damage arising from or in relation to this Agreement and whether such liability arises in contract, tort (including negligence), breach of statutory duty (or otherwise) shall in no circumstances exceed in the aggregate the greater of (i) the Fees paid by Customer to Supplier under this Agreement; or (ii) £10,000.

9 GENERAL

9.1. For purposes of this Agreement (a) the words "include," "includes," and "including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (1) to Sections, Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to, this Agreement; (2) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (3) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Any Schedules and Exhibits referred to herein will be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

9.2. Each party to this Agreement is an independent contractor. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.

9.3. Each party shall bear its own costs and expenses incurred in connection with preparing, negotiating and signing this Agreement.

9.4. No waiver by either party of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.

9.5. This Agreement constitutes the entire and only agreement between the parties in relation to the Evaluation Environment and the Evaluation Services and replaces and extinguishes all prior agreements, undertakings, arrangements, understandings or statements of any nature made by the parties whether oral or written (and, if written, whether or not in draft form) in relation to the Evaluation Environment and the Evaluation Services. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to this Agreement only, save those expressly set out in this Agreement, and that they shall have no rights or remedies save as expressly stated under this Agreement.

9.6. A person who is not a party to this Agreement has no right to enforce any term of this Agreement. Notwithstanding that any term of this Agreement may be or become enforceable by a person who is not a party to it, the terms of this Agreement or any of them may be varied, amended or modified or this Agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such third party.

9.7. Neither party shall assign, sub-contract, license, declare any trust over or otherwise dispose of any part of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, the Supplier shall be free to sub-contract some or all of the performance of, and sub-license any rights granted to it under, this Agreement to (a) its group companies; and (b) by giving written notice to the Customer, any other person or entity provided that other person or entity is capable of performing, and has the necessary rights to perform the Supplier’s obligations under this Agreement. The Supplier shall remain responsible for the acts and/or omissions of any such third party as if they were the Supplier’s own acts or omissions under this Agreement.

9.8. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby. The parties agree to attempt in good faith to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

No amendment to this Agreement is effective unless agreed in writing by both parties. For clarity, Supplier may update the Evaluation Services and Documentation in accordance with clause 2.6.

9.9. This Agreement (and any matter arising from or in relation to it, whether contractual or otherwise) shall be governed by and construed exclusively in accordance with the laws of England and Wales and the parties submit irrevocably to the exclusive jurisdiction of the courts of England and Wales, without regard to the conflict of laws provisions, in respect of any disputes arising under or in relation to this Agreement.

STATEMENT OF WORK

EVALUATION ENVIRONMENT ACCESS

This Statement of Work sets out the terms pursuant to which the Supplier agrees to (a) provide access to the Evaluation Services; and (b) the scope of any Professional Services to be provided in the implementation of the Evaluation Services.

1 EVALUATION PERIOD

1.1 The Supplier will provide the Evaluation Services on such other date as agreed by the parties in writing (Services Start Date).

1.2 The evaluation period will commence on the Services Start Date and shall continue for a period of 2 months (the “Evaluation Period”) and will expire automatically at the end of the Initial Evaluation Period unless extended by written agreement of the parties. The Evaluation Period will not automatically renew or extend. Any extension, paid access or additional services must be agreed in writing by Customer before any Fees are incurred.

1.3 During the Evaluation Period, the Parties agree to discuss and negotiate in good faith the terms & conditions of a commercial agreement for the provision of services by the Supplier to the Customer.

2 ACCESS TO EVALUATION SERVICES

2.1 Evaluation Services. The following features and services are in-scope for this Statement of Work:

(a) Evaluation Environment access (Evaluation Environment to be hosted on 10x AWS, Region eu-west-1); and

(b) Professional services. Supplier shall provide certain advisory, configuration, support, discovery and other professional services (the “Professional Services”) in relation to the Evaluation Services.

2.2 Third Party Access. No third party access (other than as members of the Customer’s Personnel) is required during the Evaluation Period.

2.3 Product description. As defined in Schedule 1 to this Statement of Work.

3 PROFESSIONAL SERVICES

Where required, in consideration of the Customer paying the Fees set out in the relevant Statement of Work, the Supplier may perform the Professional Services (if any) subject to the availability of suitable Supplier personnel without any warranty of any kind as to their completeness, accuracy or fitness for any purpose. The Supplier shall use reasonable endeavours to provide the Professional Services to a reasonable standard and within any timeframes set out in the relevant Statement of Work though failure to do so shall not constitute a breach of this Agreement and the Supplier shall have no liability to Customer for any damages or losses incurred by Customer as a result of its reliance upon the Professional Services.

4 OUT OF SCOPE AND ASSUMPTIONS

4.1 Out of Scope. The following features, functionality and services are not within scope and the Supplier shall be under no obligation to provide:

(a) non-functional or load testing of the Evaluation Environment;

(b) any integration with Customer production systems, regulated environments or live customer channels;

(c) security, penetration, vulnerability, resilience, disaster recovery or performance testing; and

(d) the Customer will not access any resources, deploy or change any infrastructure on the Supplier’s managed account.

4.2 Assumptions. The Supplier’s provision of the services set out in this Statement of Work is based on the assumptions set out below. Where any of these assumptions prove to be inaccurate, the Supplier shall not be obliged to provide any part of the affected services and/or variations to this Agreement (including to the fees) may be required:

(a) the Evaluation Environment is a non-production environment so only dummy data can be used (i.e. no real or production environment data);

(b) the Evaluation Environment is a multi-tenant offering and, whilst the Customer will have a dedicated space in that environment, the Evaluation Environment will be used by the other tenants; and

(c) Customer shall:

(i) deliver virtual products using the Evaluation Environment and Supplier’s code extensions; and

(ii) manage the integrations into the Evaluation Environment, including any existing channels or front ends.

5 FEES AND EXPENSES

5.1 Access to Evaluation Services during the Evaluation Period

5.2 No Fees are payable for access to the Evaluation Services during the initial Evaluation Period. Customer will not be liable for any Fees for any extension, renewal, paid access or continued access to the Evaluation Services unless such Fees are agreed in writing by Customer before they are incurred.

5.3 Professional Services

Customer shall pay Fees on a time and materials basis in respect of all professional services only where such Professional Services and applicable Fees have been agreed in advance in writing by Customer at a day rate of GBP 1,500 (excl. taxes) per working day (assuming an eight (8) hour working day and pro-rated for any overtime).

5.4 Expenses

Customer shall pay Supplier’s out of pocket costs and expenses reasonably and properly incurred in the performance of this Statement of Work and which have been agreed in advance by Customer in writing (email sufficient).

Schedule 1

10x Product Description