Supplier Terms and Conditions

Last updated: 21st October 2025 | Revision 1

These General Supplier Terms and Conditions ("General Conditions") are entered into by and between Ideagen and the Supplier (each a "Party" and together the "Parties").

1. Structure and Scope
1. The contract between the Parties comprises the following documents (the "Contract") which are stated in order of precedence in case of any conflict or ambiguity:
  1. Statement of Work, signed between the Parties;
  2. these General Conditions;
  3. the applicable Purchase Order;
  4. any Supplier standard terms attached to, enclosed with, or referred to in the Contract.
2. These General Conditions cover:
  1. Goods: the purchase of tangible goods;
  2. Services: the purchase or ordering of services;
  3. Software: the purchase or ordering of software.
3. These General Conditions are the complete and binding agreement between Ideagen and Supplier. No other documents, including Supplier’s proposals, invoices, quotations or acknowledgements become part of the Contract unless approved in writing by Ideagen.
4. These General Conditions herein shall become effective upon the earlier of (i) the Supplier performing any Services, or providing Software or Goods to Ideagen; or (ii) the date stipulated in the relevant Purchase Order.
Payment and Invoicing
1. In consideration of the provision of the Software, Goods and/or Services, Ideagen shall pay the Fees in accordance with the Contract.
2. In relation to Goods: Ideagen shall make payment within sixty (60) days of receipt of an undisputed invoice.
3. In relation to Software and/or Services: the Supplier shall issue invoices in accordance with the applicable terms under the relevant Statement of Work, where no such terms exist the Supplier shall invoice Ideagen upon delivery of the Software and/or Services, unless otherwise agreed in writing between the Parties. Each invoice submitted to Ideagen shall include the details specified in the Statement of Work. Ideagen shall pay an undisputed invoice within sixty (60) days from receipt of the invoice.
4. Ideagen may dispute any invoice by providing oral or written notice or partial payment within thirty (30) days from receipt of an invoice. Neither failing to provide notice nor payment of an invoice is a waiver of any claim or right held by Ideagen under the Contract.
5. Prior to the commencement of the provision of any Goods, Services and/or Software, Ideagen shall provide the Supplier with a purchase order specifying the details of the purchase and the relevant Fee ("Purchase Order"). The Supplier should not commence delivery of the Goods, Services and/or Software until receipt of a Purchase Order.
Taxes and Duties
1. Unless otherwise agreed in writing or otherwise expressly stated in the Contract, all Fees, prices and charges are exclusive of any and all applicable taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, withholding tax, import or export duties, and other national, state or local taxes, tariffs, or surcharges ("collectively, "Taxes").
2. The Supplier shall:
  1. be solely responsible for the payment of all Taxes imposed on or related to its income, personnel, assets, or operations;
  2. comply with all applicable tax laws and regulations in any jurisdiction in which it operates or provides Software, Goods or Services;
  3. not pass through any additional tax or duty charges to Ideagen without Ideagen's prior written consent.
3. If Ideagen is required under Applicable Law to withhold or deduct any amount from payments due to the Supplier, Ideagen shall:
  1. deduct such amounts as required by law;
  2. remit such amounts to the appropriate tax authority; and
  3. provide the Supplier with an official receipt or certificate evidencing such withholding.
4. Ideagen shall use reasonable efforts to minimize any such withholding tax, including cooperating with the Supplier to obtain exemptions or reduced rates under applicable double taxation treaties or laws.
5. The Supplier shall issue valid and compliant tax invoices in accordance with the laws of the jurisdiction in which the supply is made. Failure to issue such invoice may result in payment delays or withholding until compliance is met.
6. Unless otherwise agreed, the Supplier shall be responsible for all costs and compliance related to the import or export of goods, including customs clearance, duties, and compliance with trade regulations in the applicable countries.
Audit
1. During the term of the Contract and for six (6) years after, the Supplier agrees to keep all usual and proper records and books of accounts and all usual and proper entries related to its costs and expenses pertinent to the Contract. During these six (6) years, Ideagen may audit/or inspect the applicable records and facilities to verify such statements or invoices issued by the Supplier and to confirm the Supplier’s compliance with these General Conditions.
Title and Risk
1. Without prejudice to Ideagen’s right to reject any Goods:
  1. risk in the Goods shall pass on physical delivery to the delivery address specified in the Contract;
  2. title in the Goods shall pass to Ideagen on the earlier of (a) physical delivery to the delivery address specified in the Contract; or (b) payment (or part payment) of the Fees in accordance with these General Conditions.
Delivery and Acceptance (in relation to the provision of Goods only)
1. Supplier shall not charge Ideagen for packaging, pre-shipping costs, shipping or delivery costs, unless otherwise stated on the Purchase Order.
2. Supplier shall ensure that Goods are packed, packaged and handled properly to protect them from loss or damage and in accordance with recognised commercial practices and standards.
3. Supplier shall be liable for and shall promptly refund Ideagen the amount of any loss or damage if Supplier fails to properly pack, package or handle such Goods.
4. An itemised invoice and packing list, and any other documentation required for domestic or international transit, regulatory clearance or identification of the Goods shall accompany each shipment.
5. Ideagen shall only pay for the quantity received, not to exceed the maximum quantity ordered.
6. Both Ideagen and Supplier agree that the times and dates for delivery of Goods and/or Services are of the essence.
Defects and Rejection (in relation to the provision of Goods and/or Services only)
1. In relation to any and each Defect, Ideagen shall be entitled at any time, at Ideagen’s discretion and without prejudice to Ideagen’s other rights and remedies under these General Conditions, to do any or all of the following:
  1. reject in whole or in part any Goods and/or Services supplied under the Contract;
  2. have immediately refunded any payments made in relation to rejected Goods and/or Services and terminate the Contract;
  3. refuse to accept any subsequent delivery of the Goods and/or the performance of the Services which the Supplier attempts to make;
  4. require Supplier to make any such Defects by replacing or repairing any rejected Goods, and/or re-performing or otherwise correcting any rejected Services, at Supplier’s cost and within such time and at such location as may be required by Ideagen;
  5. take, at the cost and liability of Supplier, such steps as may be required to make good such Defects by replacing or repairing any rejected Goods, and/or re-performing or otherwise correcting any rejected Services.
2. Supplier shall bear the expense of returning rejected items.
Software License (in relation to the provision of Software only)
1. The Software, including third party software embedded in the Software, is not open source, freeware or shareware.
2. Where the Software is provided on a SaaS basis: the Supplier grants Ideagen, its Affiliates and Group Companies, a non-exclusive, non-transferable, revocable right and licence to access and use the Software during the term of this Contract.
3. Where Software is provided in an object code format and on a perpetual basis: the Supplier grants Ideagen, its Affiliates and Group Companies a non-exclusive, non-transferrable, royalty-free, fully paid-up perpetual licence to access and use the Software.
4. Ideagen shall be permitted to make any website applications forming part of the Software available to third parties for Ideagen’s internal business operations only. For the avoidance of doubt, such use shall at all times remain subject to the terms of these General Conditions.
5. Ideagen acknowledges that the Software is provided on a non-exclusive basis and that the Supplier and its Affiliates reserve the right to grant licenses to use such Software to any other party or parties.
Terms of Use (in relation to the provision of Software only)
1. Ideagen agrees and acknowledges that it shall not and shall ensure its Users shall not:
  1. disassemble, decompile or otherwise reverse-engineer the Software other than as permitted by operation of law;
  2. use the Software for any purpose that is illegal, fraudulent, harmful or otherwise contrary to any law or regulation or any regulatory code or any written instruction or guideline from the Supplier (including, without limitation, these General Conditions); and/or
  3. misuse the Software by knowingly introducing trojans, viruses, worms, logic bombs or other material which is malicious or technologically harmful or attack the Software via spamming, flooding, a denial of service attack or a distributed denial of service attack.
2. Ideagen shall (i) be responsible for its Users compliance with the terms of these General Conditions, (ii) use all reasonable endeavours to prevent unauthorised access to or use of the Software and (iii) promptly report to the Supplier on becoming aware of any actual or suspected unauthorised access or use.
Acceptance Testing (in relation to the provision of Software and/or Services only)
1. Where the Software and/or Services is subject to acceptance testing, the provisions in this clause 10 shall apply.
2. Ideagen shall carry out acceptance testing on the Software and/or Services based on the Acceptance Criteria. Upon delivery of the Software and/or Services, Ideagen shall carry out acceptance testing within thirty (30) calendar days (“Acceptance Period”). Within the Acceptance Period, Ideagen shall, either:
  1. notify the Supplier that the Software and/or Services meets its Acceptance Criteria specified in the Statement of Work; or
  2. if the Software and/or Services fail to meet its Acceptance Criteria specified in the Statement of Work, notify the Supplier of this including details of any apparent defects.
3. If Ideagen gives notice pursuant to clause 10.2.2, the Supplier shall, within fourteen (14) calendar days (or such other period as may be agreed between the Parties in writing), and at no cost to Ideagen, correct the Software and/or Services and re-submit to Ideagen for repeat testing.
4. If the Supplier is not able to correct the Software and/or Services or if the Software and/or Services fail to meet the Acceptance Criteria upon repeat testing as per clause 10.2.2, then without prejudice to Ideagen’s other rights and remedies under these General Conditions, Ideagen shall be entitled to terminate the Contract without notice and the Supplier shall immediately refund any payments made in relation to the rejected Software and/or Services.
Ownership and Intellectual Property
1. Each Party shall own and retain all Intellectual Property Rights to its pre-existing intellectual property and any intellectual property developed outside of the Software, Goods and/or Services under the Contract.
2. Subject to clause 11.1, any Deliverables created by the Supplier in the course of performing the Services hereunder are the property of Ideagen. The Supplier hereby assigns, grants and conveys to Ideagen all right, title, and interest in and to the Deliverables.
3. Subject to any restrictions expressly set out in the Contract, the Supplier grants a non-exclusive, royalty-free, perpetual, irrevocable worldwide licence to Ideagen and each Ideagen Group Company, by themselves or by third parties on their behalf, free of any additional payment, to:
  1. use the Goods, Software and Services without restriction; and
  2. use the Supplier Materials to the extent necessary to receive the benefit of the Goods, Software and Services.
Warranties
1. The Parties warrant, represent and undertake to the other that:
  1. it has the authority and capacity to enter into the Contract and to perform its obligations under these General Conditions, and it is entitled to grant the rights and licences which it grants under these General Conditions; and
  2. it shall comply with all Applicable Law and regulatory requirements pertaining to these General Conditions and the provision or receipt of Services thereunder.
2. The Supplier warrants, represents and undertakes to Ideagen that all Software, Goods and/or Services supplied to Ideagen under the Contract shall:
  1. be manufactured, processed, and assembled by Supplier or its authorised subcontractors;
  2. be free from malware, known security vulnerability, defects in design, material and workmanship;
  3. provide an uninterrupted and error free environment (except as set forth in the Service Level Agreement attached hereto as Appendix A);
  4. conform to the product specifications;
  5. be of satisfactory quality (within the meaning of the Sales of Goods Act 1979);
  6. be fit for any purpose made known to the Supplier by Ideagen;
  7. not infringe any patent, trademark, copyright or other intellectual property right of a third party; and
  8. all Services shall be performed in a timely and professional manner using recognised commercial practices and standards.
3. Ideagen shall inform the Supplier where it believes the warranties provided in Clause 12 have not been met, and the Supplier shall, within fourteen (14) calendar days, remedy this at no additional cost . If the Supplier is not able to cure this within the timeframe specified, then without prejudice to Ideagen’s other rights and remedies under these General Conditions, Ideagen shall be entitled to terminate the Contract without notice and the Supplier shall immediately refund any payments already made in relation to the Purchase Order.
Indemnity
1. Supplier shall defend, indemnify and hold harmless Ideagen against all third-party claims, demands, loss, costs, damages, and actions for (i) actual or alleged infringements of any third party intellectual property or other proprietary rights, which arise from the Software, Goods, Services, Deliverables or Supplier Materials, (ii) any claim that, if true, would constitute a breach of any Supplier warranty contained therein, (iii) any act or omission of or failure to comply with Applicable Laws, rules or regulations by Supplier or Supplier’s agents, employees, or subcontractors, (iv) any breach of data protection or confidentiality obligations, (v) the negligent or wilful acts or omissions of Supplier or its subcontractors, which results in any bodily injury or death to any person or loss, disappearance or damage to tangible or intangible property, and (vi) any claims of its employees, Affiliates or subcontractors regardless of the basis, including, but not limited to, the payment of settlements, judgments, and reasonable solicitor fees.
2. Ideagen shall indemnify and defend Supplier against any third-party claims (i) resulting from the unauthorised use, that has been permitted by Ideagen, of Supplier’s Software, Goods and/or Services or (ii) if any of Ideagen’s content provided and included on the hosting site infringes or violates any third parties, including without limitation, rights of publicity, rights of privacy, Intellectual Property Rights, trade secrets or licences.
Limitation of Liability
1. Nothing in these General Conditions shall limit or exclude a Party’s liability for death or personal injury caused by its negligence and for fraud or fraudulent misrepresentation. Except for any indemnification obligations, each Party’s liability under the Contract whether in tort or contract, shall be limited to the amount paid or payable by Ideagen under the Contract in the 12 months preceding a claim. In no event shall either Party be liable to the other for indirect, special, incidental, consequential, punitive or exemplary damages of any kind. The Supplier’s liability for breaches of its confidentiality or data protection obligations shall be limited to five (5) times the amount paid or payable by Ideagen under the Contract in the 12 months preceding a claim.
Termination
1. Ideagen shall be entitled to terminate the Contract in whole or part at any time and for any reason by giving the Supplier thirty (30) days’ notice in writing, whereupon the Supplier shall discontinue all work under the Contract and Ideagen shall pay to the Supplier all amounts properly due for the Goods and/or Software delivered and/or Services performed up to the date of termination.
2. Without prejudice to the remainder of the Contract either Party may terminate the Contract by notice in writing to the other Party if:
  1. the other Party commits a material breach of any of the obligations under the Contract, which is not capable of remedy or where this is capable of remedy but is not remedied within thirty (30) days of being required to do so by the non-breaching Party; or
  2. there is a persistent breach by a Party of any term of the Contract, being the repeat of any breach which has been previously notified in writing to the other Party.
3. On termination or expiry of the Contract for any reason, Supplier shall co-operate as reasonably required by Ideagen in the handover of any ongoing requirement Ideagen may have for Software and/or Goods and/or Services. The Supplier shall return to Ideagen any and all property and materials which belong to Ideagen and any and all Personal Data and other data and/or information which has been supplied to Supplier for the purposes of the Contract or which Ideagen may otherwise require for continuity.
Data Protection
1. The Parties shall comply with the provisions of the Data Processing Agreement.
2. This clause 16 shall only apply to the extent that Personal Data is provided by Ideagen to the Supplier or otherwise acquired by the Supplier in relation to the Contract. For the purposes of this clause 16, "Ideagen" or "Company" shall also mean any Ideagen Affiliate which provides Personal Data to the Supplier or in relation to which the Supplier acquires or generates Personal Data in relation to the Contract.
Data Security
1. At all times during which the Supplier has access to, holds or processes any of Ideagen’s Personal Data or Confidential Information, without prejudice to the provisions of clause 16 (Data Protection) and clause 18 (Confidentiality), the Supplier shall be certified as compliant with the standards set out in ISO/IEC 27001:2013 by an accredited certification body and shall hold any and all of Ideagen’s Confidential Information and Personal Data in its possession in compliance with such standards. On request from Ideagen, the Supplier shall provide evidence of such certification.
Confidential Information
1. Each Party shall keep in strict confidence all Confidential Information disclosed to it and shall:
  1. only disclose Confidential Information to those of its employees, agents, Affiliates, officers, directors, advisers, insurers, Subcontractors and suppliers, who need to know it for the purpose of that Party discharging its obligations or receiving a benefit under the Contract, and shall ensure that those receiving Confidential Information under this clause 18.1 comply with the obligations set out in this clause 18 as though they were a party to the Contract;
  2. only disclose Confidential Information as required by Applicable Law, any Authority or by a court of competent jurisdiction; or
  3. not use or exploit the Confidential Information in any way expect as necessary for the purpose of that Party is charging its obligations or receiving a benefit under the Contract.
2. The provisions of clause 18 shall not apply to any Confidential Information which:
  1. or becomes public knowledge other than as a result of a breach of clause 18;
  2. is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;
  3. was rightfully in the recipient’s possession before its disclosure to the recipient under or in connection with these General Conditions and is not under an obligation of confidentiality in relation to that information; or
  4. following its disclosure to the recipient under or in connection with these General Conditions, is received by the recipient from a third party who is not under an obligation of confidentiality in relation to that information provided.
3. Upon written request from a Party, the other Party shall return or destroy any Confidential Information received from the requesting Party within a reasonable time period and provide written confirmation on request by the requesting party.
4. The Parties agree that damages may not be an adequate remedy for any breach of clause 18 and the discloser shall have the right to apply for (in addition to any entitlement to damages) for injunctive relief or specific performance of the recipient's obligations.
5. The Supplier shall not obtain, by virtue of the Contract, any right, title, or interest in any Confidential Information of Ideagen.
6. The terms of clause 18 shall survive termination of the Contract.
Bribery and Anti-Corruption
1. The Supplier warrants that, to the best of its knowledge, neither it nor any of its directors, employees, agents, representatives, contractors or subcontractors has at any time prior to entering into the Contract, committed any offence under any applicable anti-bribery and anti-corruption laws, statutes, regulations and codes of any jurisdiction where it operates, including but not limited to the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act ("FCPA"), and any local anti-corruption laws (collectively, "Anti-Corruption Laws").
2. The Supplier shall:
  1. comply with the Anti-Corruption Laws;
  2. have and maintain in place throughout the term of the Contract its own policies and procedures to ensure compliance with all Applicable Laws, statutes and regulations;
  3. implement due diligence procedures for its own suppliers, subcontractors and other participants to ensure that there is no bribery or corrupt business practices in its supply chains; and
  4. notify Ideagen as soon as it becomes aware of any actual or suspected bribe or corrupt business practice within its operations which has a connection with the agreement, including any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body.
3. Any breach of this clause 19 shall be considered a material breach of these General Conditions, entitling Ideagen to terminate the Contract immediately without liability and to pursue any other remedies available under law or contract.
Anti-Tax Evasion Compliance
1. The Supplier shall comply with all applicable tax laws, regulations, and obligations in the jurisdictions in which it operates, including but not limited to the proper reporting and payment of taxes.
2. The Supplier shall not engage in, facilitate, or otherwise be involved in any form of tax evasion, whether directly or indirectly. The Supplier shall also ensure that its employees, agents, subcontractors, and other associated persons do not encourage in or facilitate tax evasion in the course of providing software, goods and/or services under the Contract.
3. The Supplier shall maintain and enforce policies and procedures to prevent tax evasion, consistent with the principles of applicable anti-tax evasion legislation, such as the UK Criminal Finances Act 2017 or equivalent laws in other jurisdictions.
4. The Supplier shall promptly notify Ideagen in writing if it becomes aware of any actual or suspected tax evasion or facilitation of tax evasion relating to the Contract.
5. Any breach of this clause 20 shall be considered a material breach of these General Conditions, entitling Ideagen to terminate the Contract immediately without liability and to pursue any other remedies available under law or contract.
Code of Conduct
1. The Supplier shall comply with Ideagen’s Business Code of Conduct and all Applicable Laws in performing its obligations under the Contract.
2. The Supplier shall ensure that at all relevant times, it has the licenses, permissions, authorisations, consents, and permits it needs to carry outs contractual obligations.
Insurance
1. Supplier shall take out and maintain during the term of the Contract the following types of insurance policies with appropriate limits and with a reputable insurance company:
  1. professional indemnity insurance;
  2. public and products liability insurance including cover for bodily injury and property damage arising in connection with these General Conditions;
  3. employer’s liability insurance as required by law; and
  4. cyber liability insurance.
Changes
1. Ideagen may, without charge, change or cancel any portion of a Statement of Work or Purchase Order provided that Ideagen gives fourteen (14) calendar days written notice to the Supplier. If any change causes an increase or decrease in the cost of, or the time required for, the Supplier’s performance, an equitable adjustment may be made in the price or delivery schedule or both, which must be mutually agreed in writing between both Parties.
General
1. No Partnership. Nothing in these General Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
2. Assignment and other dealings. Supplier shall not assign, novate or subcontract any of their rights or duties under the Contract without receiving prior written consent from Ideagen. Ideagen shall be entitled to assign or otherwise transfer the benefit and/or burden of the Contract without receiving prior written consent from Supplier.
3. Where the use of a subcontractor is permitted in accordance with clause 24.2, the Supplier shall remain fully liable for the subcontractor’s performance under this Contract. Any contract agreed between the Suppler and the subcontractor shall be at least as protective of Ideagen’s proprietary and other rights as stated within this Contract.
4. To avoid any doubt, any subcontractor used by Supplier shall be required to undergo Ideagen’s then current processes for accreditation and shall otherwise be subject to Ideagen’s approval.
5. Waiver. No failure or delay by a Party to exercise any right or remedy provided under these General Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of these General Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these General Conditions.
7. Notices. Any notice or other communication to be given by either Party shall be in writing and shall be deemed given as of (a) the date delivered if delivered by hand, or reputable courier service, (b) the date sent if sent by email, (c) the second business day (at the place of delivery) after deposit with an internationally recognized overnight delivery service, or (d) the fifth (5th) business day after mailing if mailed by registered or certified mail, postage prepaid and return receipt requested and addressed to the other Party at the addresses notified to the other in writing. This clause 24.7 is not intended to govern day-to-day business communications.
8. Force Majeure. In the event that either Party is prevented from fulfilling its obligation under these General Conditions by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout the Party shall not be deemed to be in breach of its obligations under these General Conditions. The Party shall immediately give notice of this to the other Party and must take all reasonable steps to resume performance of its obligations.
9. If and when the period of such incapacity exceeds one (1) month then the Contract may be terminated by Ideagen and the Supplier shall provide Ideagen with a pro-rated refund of any unused portions of the Software and/or Services for the remainder of the Contract term.
10. Governing Law & Jurisdiction. These General Conditions shall be interpreted in accordance with the laws of the jurisdiction in which Ideagen is incorporated (or, for any Ideagen entity incorporated in the US, shall be the State of Delaware). The Parties hereby submit to the exclusive jurisdiction of the courts of the jurisdiction in which Ideagen is incorporated (or, for any Ideagen entity incorporated in the US, shall be the State of Delaware) in relation to any dispute and/or claim under or in relation to the Contract or the subject matter hereof.
Definitions and Interpretation

The following definitions and rules of interpretation apply in these General Conditions:

"Acceptance Criteria" the acceptance criteria as specified in the Statement of Work

"Acceptance Period" as defined in clause 10.2

"Affiliates" a legal entity that directly or indirectly is controlled by, controls or is under common control with a Party, provided that "control" shall mean ownership as to more than fifty percent (50%) of another legal entity or the power to direct decisions of another legal entity, including the power to direct management and policies of another legal entity, whether by reason of ownership, by contract or otherwise

"Anti-Corruption Laws" as defined in clause 19.1

"Applicable Law" laws, regulations, regulatory guidance, obligations, enactments, statutory duties, or rules (including mandatory and legally required industry codes, binding codes of conduct and binding statements of principle incorporated and contained in such rules) applicable to the existence or operation of the Contract or the supply of the Goods, Software or Services from time to time, including (a) as modified, re-enacted or consolidated from time to time; and (b) any applicable subordinate legislation made from time to time

"Authority" any regulatory, governmental and/or judicial authority (including any public prosecution service) or any self-regulatory organisation, securities exchange, securities association or agency charged with enforcing the Applicable Laws and/or any regulatory matters from time to time. For the avoidance of doubt, the term Authority includes any replacement or successor of an Authority

"Business Code of Conduct" Ideagen's Business Code of Conduct, https://www.ideagen.com/ideagen-business-code-of-conduct

"Confidential Information" includes all information designated by Ideagen as confidential or which by its nature should reasonably be treated as confidential, the existence and the terms and conditions of the Contract, and shall include without limitation, all information or data concerning the Software and/or Services, general business plans, customers, costs, forecasts, and profits. Except as required for the Supplier’s performance of these General Conditions, the Supplier shall not use or disclose any Confidential Information obtained from Ideagen or otherwise prepared or discovered by either the Supplier or Ideagen and shall protect the confidentiality of Confidential Information with the same degree of care as the Supplier uses for its own similar information, but no less than reasonable care

"Contract" as defined in clause 1.1

"Data Processing Agreement" the Company’s data processing agreement (as amended from time to time)

"Defect" any failure of the Goods and/or Services to comply with the Contract

"Deliverables" means any materials which are to be prepared or created by or on behalf of the Supplier, a Supplier Group Company or any subcontractor in the course of fulfilling the obligations under the Contract

"Fees" the fees and charges payable by Ideagen to the Supplier in relation to the relevant Goods, Software and/or Services as set out in the Contract

"Goods" the goods (including any firmware and associated software) as set out in the Contract (but excludes any Software to the extent it is licensed separately)

"Group Company" in relation to a Party, (a) any subsidiary of that Party; (b) the holding company of that Party (if any); and (c) any other subsidiary of that holding company and for these purposes "subsidiary" and "holding company" each have the meaning given to them in section 1159 of the Companies Act 2006

"Ideagen" the entity detailed in the Purchase Order receiving the Software, Goods and/or Services

"Intellectual Property Rights" patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world

"Purchase Order" as defined in clause 2.5

"SaaS" Software as a Service

"Services" any or all of the services as set out in the Contract including the provision of Supplier Materials and/or Deliverables

"SLA" the Service Level Agreement attached hereto in Appendix A

"Software" Software products including but not limited to online software products that are ordered by Ideagen

"Statement of Work" a document specifying the scope and detail of the Goods, Software and/or Services to be provided to Ideagen

"Supplier" the supplier of the Goods, Software and/or Services named in the Purchase Order

"Supplier Materials" materials in which the Intellectual Property Rights are owned by the Supplier, a Supplier Group Company, a subcontractor or any of their third party licensors, and which are used in the provision or performance of the Goods, Software or Services, or required for the use and/or receipt of the Goods, Software or Services

"Taxes" as defined in clause 3.1

"User" an individual or entity who is authorised by Ideagen to use the Software or a Service to whom Ideagen has supplied a user identification and password

Appendix A: Service Level Agreement

This Service Level Agreement ("SLA") sets out the Key Performance Indicators ("KPIs") which the Supplier shall be measured against in relation to the Software and/or Services the Supplier shall provide to Ideagen.

Definitions
1. The following definitions and rules of interpretation apply in this SLA:
  "Applicable Monthly Service Fees"   the total fees actually paid by Ideagen for a Service that are applied to the month which a Service Credit is owed
  "Downtime"   a period during which the aspects of a Service specified are unavailable, excluding (i) Scheduled Downtime. Downtime is measured in the units set forth in clause 3. Any period of time when Users are unable to use web applications to submit, view and edit any data record for which they have appropriate permissions
  "Incident"   (i) any single event, or (ii) any set of events, that result in Downtime;
  "Scheduled Downtime"   periods of Downtime related to network, hardware, or Service maintenance or upgrades. The Supplier shall notify Ideagen at least thirty (30) calendar days prior to the commencement of the Scheduled Downtime. The Supplier shall use all best endeavours to carry out the Scheduled Downtime outside of Ideagen’s working hours
  "Service Credit"   the percentage of the applicable Monthly Service Fees credited to Ideagen
  "Service Level"   the performance metric(s) set forth in this SLA that the Supplier agrees to meet in the delivery of the Services
  "Service Minutes"   the total number of minutes in a month, less all Scheduled Downtime
SLA Scope
1. This SLA shall apply to the following key activities:
- software faults and resultant ‘bug fixes’ and management;
- account management;
- Software amendments and upgrades;
- Software setup and configuration management;
- query resolution; and
- availability of the Software.
SaaS and Hosted
1. The Service shall be available twenty-four (24) hours a day and seven (7) days a week.
2. the "Monthly Uptime Percentage" for the Service is calculated by the following formula: (Service Minutes -Downtime )/(Service Minutes) x 100 where Downtime is measured in minutes; that is, for each month, Downtime is the sum of the length (in minutes) of each Incident that occurs during that month.
3. In the event that the Monthly Uptime Percentage falls below 99.9% for any given month, the Supplier shall provide Ideagen with the following Service Credits:
  
  Service Availability Level Service Credit Percentage
  
  99.7% 10%
  
  99.5% 20%
4. If the Service falls below 99.5% in any given month, then this shall be deemed a material breach by the Supplier and Ideagen shall be entitled to terminate the Contract without notice and the Supplier shall immediately refund any payments made in relation to the unused portion of the Software and/or Services.
Maintenance and Support
1. "Support and Maintenance Services" means such of the following Maintenance and Support activities as set out below that Ideagen may require from time to time:
  1. corrective maintenance in accordance with the agreed Service Levels;
  2. advising Ideagen on the most appropriate method and time for the installation/release of new updates/functionality; and
  3. proactively monitoring the level of error in operation of the software and reporting such information to Ideagen. Such information shall contain the reason for the error and the resultant rectification.

Priority Levels and Response Times

	Type of Priority	Description	Response Time	Resolution Time
P1	System Outage	Total System failure, all parts of System are unable to be used	Within 1 hour	Within 4 hour
P2	Critical Component Failure	Partial System failure – No work around available	Within 2 hours	Within 8 hours
P3	Problematic Behaviour	Partial System Failure – work around available	Within 8 hours	Within 24 hours
P4	Non-Critical Failure/Query	Minor error or question regarding System, Functionality or general Customer query	Within 12 hours	Within 48 hours

Service Availability Level	Service Credit Percentage
99.7%	10%
99.5%	20%