General Terms

The Services shall be limited to those expressly set out in the applicable Functional Specification and Technical Design document (“FSTD”).

Activities relating to organisational change management, internal process re-design, or the management of the Customer’s personnel or internal project resources are excluded unless expressly agreed in writing.

Any proposed modification to the Services, deliverables or agreed specifications shall be subject to a formal written change control process (Change Request).

No Change Request shall take effect unless agreed in writing by authorised representatives of both parties.

Unless otherwise agreed, any approved Change Request shall be charged at Stratas’ prevailing rates at the time the Change Request is accepted.

Professional Services related to software products shall be provided by Stratas subject to the terms and conditions of this Agreement. Professional Services shall be provided on a good and workmanlike manner and on time and material basis. Remote services are provided in full days that include 7 hours of work. Should the agreed professional services require work that exceeds the estimated time, it will be invoiced according to Stratas’ current cost per hour (currently £200.00 ex. VAT per hour).

The Customer acknowledges that Stratas’ ability to perform its responsibilities under this Agreement is dependent upon The Customer’s timely performance of its obligations set out in this Agreement and The Customer shall fulfil its obligations in accordance with this Agreement including timely decision making.

The Customer is responsible for the accuracy, timely delivery and completeness of all information, data, documentation, and other materials provided by it to Stratas for the performance of the Services.

The Customer shall ensure that its IT infrastructure, network connectivity and operating environment are appropriately prepared and functioning prior to the commencement of the Services.

The Customer shall provide timely and sufficient Access as reasonably necessary for Stratas to perform the Services.

The Customer shall provide all co-operation required to enable Stratas to deliver the Services efficiently and without unnecessary delay.

The Customer shall give prompt notice of any changes affecting project schedules, personnel availability, systems, facilities or other dependencies that may impact performance of the Services.

The Customer shall ensure that suitably qualified knowledge workers are available, as required, for participation in the project, including knowledge transfer, provision of information, decision-making and escalation of issues where necessary.

By default, software licences will be activated as necessary for commencing deployment and configuration of the project, and subsequent annual licence payments shall coincide with the anniversary of the initial activation.

The delivery schedule and timing for professional services and training will be agreed in co-operation with the customer at a mutually convenient date.

Stratas may reasonably revise project plans, timelines or resource allocations to account for operational findings during delivery or where dependencies arise due to the Customer’s failure to provide required information, Access or resources.

Stratas shall have the right to subcontract its obligations under this Agreement to subcontractor(s). Stratas shall be liable for the performance of its subcontractor as for its own under the Agreement.

Except as otherwise agreed in writing, The Customer shall accept or reject the professional services and any results thereof no later than seven (7) days after the delivery. Upon rejection Stratas shall make commercially reasonable efforts to provide The Customer with acceptable professional services without undue delay.

The professional services and the results shall be deemed accepted once (i) Customer provides Stratas with a written acceptance, or (ii) the time reserved for the acceptance has ended and Customer has not notified Stratas any errors in writing with description of such errors in sufficient detail, or (iii) the results of the professional services has been taken into production use; whichever of the alternatives (i) to (iii) occurs first.

Errors which do not materially interfere with the use of the results shall not cause rejection of the delivery, provided that Stratas will use all commercially reasonable efforts to correct such errors without undue delay.

Stratas shall use commercially reasonable efforts to respond to and resolve the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by Stratas in its reasonable discretion. The response times below shall commence upon Stratas’ receipt of Customer’s support request specifying the issue in reasonable detail and ends upon Stratas’ notice of response:

The following response times will be applied:

SLA time for an incident starts when the case is received and runs when Stratas has ownership of the case.

Contacting support services

Only individuals who have received formal product training from Stratas may request support. Any support provided outside of these conditions will be charged on a time and materials basis at the prevailing Professional Services hourly rate.

Support provided by Stratas in relation to issues arising from the Customer’s ERP or other system, shall be considered out of scope of this agreement and will be charged on a time and materials basis at the prevailing Professional Services hour rate.

The Customer may contact Stratas Support via email at helpdesk@stratas.co.uk.

The initial response may consist of:

• a.A suggested resolution to the problem;
• b.A request for more detailed information or clarification, which will enable Stratas to determine the appropriate course of action; or
• c.Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.

To receive emergency assistance for Priority Level 1 issues, Customer shall call Stratas Support Services and indicate that Customer is having a Priority Level 1 issue. Upon receipt of such a case, Stratas shall perform the following steps:

• a.Stratas Support Representative will assess the Priority Level of the issue based on the error description.
• b.In case the issue is categorised as Priority Level 1 issue, the Stratas Support Representative will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.
• c.In case the issue does not fulfil the Priority Level 1 requirements, appropriate Priority Level is assigned, and Customer is informed of this change.

Designated client contacts

Customer support requests must be routed through designated and trained customer contacts. Doing so ensures prompt and efficient service while maintaining strict confidentiality of employee data. Each Stratas customer is afforded one (1) primary support contact and one (1) back-up contact. Additional contacts are allowed for IT and other technical communications from Stratas support. Should these support contacts change, Stratas Support Services must be notified in writing by the senior most customer contact. This is a data security precaution strictly enforced by Stratas.

All Software Licenses are invoiced upon signature of this agreement, annually in advance. Stratas will invoice for pre-agreed travel expenses, where relevant. The Customer is responsible for other pre-agreed expenses related to on-site consulting and training for which an invoice will be provided with associated documentation and receipts.

All prices quoted in this Agreement are in Pound Sterling and exclude VAT and other applicable taxes and public charges. All payments shall be due within thirty (30) days net after the date of Stratas’ invoice, unless otherwise specified in Schedule 2.

Stratas shall automatically apply a £150 administration fee and charge interest on arrears at the rate of 8% above the Bank of England base rate from the due date until the outstanding amount is paid in full (including interest).

Stratas may forthwith suspend performance of its obligations under this Agreement until such payment is made (without incurring any liability whatsoever until such payment is made). Should services be suspended for non-payment of invoices, a £250 reconnection fee shall be payable by the Customer. Consistent late payment of invoices will result in reduced payment terms, and Stratas reserves the right to adjust the Customer’s payment terms accordingly.

The Annual Charge will increase by 5% or CPI (whichever is the greater) on each anniversary of the contract within the Primary Term.

All pricing and any discounts offered will only apply to the Primary Term.

The Fees set out in this Agreement include Stratas’ direct third-party artificial intelligence services and related infrastructure costs as at the Effective Date that are required to provide the automated functionality forming part of the Services.

If, during the Term, Stratas incurs a material increase in the direct charges imposed by third-party artificial intelligence providers that are required to deliver the automated elements of the Services (“AI Cost Increase”), Stratas may adjust the applicable Fees to reflect such AI Cost Increase, provided that:

any increase shall be limited to the proportionate increase in Stratas’ direct third-party AI costs attributable to the Services;

Stratas shall provide the Customer with not less than thirty (30) days’ prior written notice of the proposed adjustment;

upon reasonable written request, Stratas shall provide supporting information sufficient to demonstrate the relevant AI Cost Increase, subject to any confidentiality obligations owed to its suppliers.

Except as expressly provided in this Clause 10, Stratas shall bear all other increases in its operating costs and overheads.

Each party shall keep in confidence all material and information, whether commercial, financial, technical or otherwise, relating to the business, affairs or methods of one party (“Disclosing party”) or of its Affiliates or any person associated with that party, given in respect of this Agreement to the other party (“Recipient”) or otherwise obtained by the Recipient and which is marked or designated as confidential or which it is reasonable to assume is confidential (“Confidential Information”) and not use such material or information for any other purposes than those set forth in this Agreement, and only to the extent necessitated by this Agreement. Each party shall have the right to disclose the said material and information to its employees only on a need-to-know basis.

The obligations as to confidentiality and limited use shall, however, not be applied to material and information which:

• a.is generally available or otherwise public;
• b.the Recipient has received from a third party without any obligation of confidentiality;
• c.was in the possession of the Recipient prior to receipt of the same from the other party without any obligation of confidentiality related thereto;
• d.Recipient or its Affiliate has developed independently without using material or information received from the Disclosing party; or
• e.a Recipient shall disclose pursuant to a law, decree or other order issued by the authorities or a judicial order.

The Recipient may disclose Confidential Information on a need-to-know basis to:

• a.any legal adviser(s) and statutory auditor(s) which it has engaged for itself;
• b.any Affiliate of the Recipient, or any director, officer or employee of the Recipient, provided that, in each case, the Recipient must first advise that person of the Recipient’s obligation to keep the Confidential Information confidential and ensure that that person is bound by obligations of confidence in respect of the Confidential Information no less onerous than those contained in this section; and
• c.where the Recipient is Stratas, any of its subcontractors who has entered into a confidentiality agreement with the Recipient in respect of the Confidential Information on substantially the same.

The rights and responsibilities under this section shall survive the termination or cancellation of this Agreement and shall remain in force for a period of five (5) years from the date of disclosure.

Stratas shall perform the Services in compliance with all UK laws, regulations, public ordinances and other mandatory directives or rules issued by governmental authorities which are directly applicable to the general business organisation, facilities, and processes of Stratas.

Collection and processing of information about Customer and Customer’s use of the Service is necessary for the purposes of providing the Service to Customer. In respect to provision of services, Stratas may get access to personal information that Customer is processing on the software Servers.

Customer shall respectively comply with all UK laws, regulations, and other mandatory rules issued by governmental authorities which are directly applicable to the general business organisation, facilities, and processes of Customer, including the technical, functional, or other specifications of, or requirements on, the Services (including without limitation Data Protection Laws).

The Customer shall be responsible for instructing Stratas in writing as to the way Stratas should perform the Services or implement changes to the Services so as to comply with any rules and regulations applicable to The Customer’s industry which Stratas would not be reasonably expected to know.

All copyright intellectual property rights in the results of the professional services, Software and Services and all amendments, changes and enhancements thereto shall be vested solely with Stratas. Stratas grants The Customer a limited license to use the results solely with the software and/or services provided by Stratas. Unless otherwise expressly agreed in writing, such results including any associated changes, amendments or enhancements shall be subject to the same license terms and conditions and limitations as the software or services in question are provided. All rights that The Customer has for the content The Customer has stored in the system and that is processed by the software or services shall remain in The Customer’s ownership. The Customer is fully responsible for The Customer’s own data and all content that The Customer enters in Stratas’ software or services. Stratas is granted a license to use material provided, software and infrastructure for the purposes of this Agreement and to fulfil its obligations under this Agreement.

Except as otherwise expressly provided in writing, the Agreement shall not give a Party any direct, indirect, or implied right or license to use or otherwise exploit intellectual property rights belonging to the other Party.

Stratas leverages public APIs for access and connectivity to third party applications, data services, software, and content (“Third-Party Services”). Such Third-Party Services are provided by Stratas as a “pass through” and Stratas does not control or own any Third-Party Services, and the access to and use of such Third-Party Services, including the availability thereof, warranties and uptimes related thereto, is solely determined by the relevant third parties that control such Third-Party Services. The Customer may be required to enter into separate agreements with such third parties to access and use Third-Party Services and obtain additional consents to connect the Third-Party Services to a Product.

Stratas warrants that the results of the professional services, Software and Services substantially conforms to written specifications.

To the full extent permitted by law, the warranty set forth in this section is Stratas’ exclusive warranty and is in lieu of all other warranties and undertakings. Stratas expressly disclaims and excludes all other representations, warranties or guarantees, express or implied, statutory or otherwise, with respect to the services including, without limitation, any implied warranty of merchantability, non-infringement, fitness for a particular purpose. Stratas expressly disclaims and excludes all liability pertaining to third party material.

It is expressly stipulated that in no event does Stratas warrant that the functions contained in the software and service will meet customer’s requirements or that the operation of the software or service will be uninterrupted or error-free. The stated product warranty is in lieu of all obligations and liabilities on the part of Stratas for damages.

Customer acknowledges and agrees that Stratas has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the Parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the Parties.

“Force Majeure Event” means any failure by a Party to perform its obligations under this Agreement caused by an impediment beyond its control, which it could not have considered at the time of the conclusion of this Agreement, and the consequences of which could not reasonably have been avoided or overcome by such Party.

Neither Party shall be liable for delays and damages caused by a Force Majeure Event.

A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time.

A Party shall notify the other Party in writing without delay of a Force Majeure Event and of the termination thereof.

In no event shall Stratas be liable for indirect, incidental, special, punitive, consequential, or exemplary damages, of any kind whatsoever or for loss of or recovery of data, or any costs of reprogramming or reproducing any program or data stored in or used with Products, or any damages caused by corrupt or inadequate data, arising out of or in connection with this License, regardless of the form of the action, or any direct or indirect loss of profits, anticipated savings, business, contracts, revenue, time or goodwill, whether in contract, tort (including negligence), strict liability or otherwise, even if it has been advised of the possibility of such damages. In addition, Stratas’ total liability to The Licensee under this License shall be limited to one hundred percent (100%) of the license fees actually paid by the Licensee during the first twelve (12) month of the Term for the license of the Product causing the damage. The Licensee releases Stratas from all obligations, liability, claims or demands in excess of the limitation. This limitation shall survive and apply even if any limited warranty or remedy hereunder is found to have failed of its essential purpose.

This Agreement will commence (the Effective date) as specified in Schedule 3. The Agreement shall remain in force for the period specified in Schedule 3 (Primary Term). Thereafter the term of the Agreement renews automatically for an additional one (1) year periods unless Customer terminates the Agreement or services with six (6) months notice. Stratas may terminate this Agreement with six (6) months notice after one (1) year from acceptance.

Either party may terminate this Agreement for cause immediately by written notice upon the occurrence of any of the following events: (ii) if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party; or (iii) if the other party breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing such breach.

Any termination is without prejudice to the provisions of this Agreement, which are expressed to survive any such termination or which, by their nature, are intended to survive an expiration of this Agreement.

Any notice to be served must be in writing and served upon the recipient at its address set out in this Agreement. Notices must be sent by registered post and shall be deemed to have been delivered within two days of posting.

This Agreement shall be governed English law, to the exclusion of the rules on the conflict of laws (“Private International Law”) that lead to the application of the laws of any other jurisdiction.

The parties will negotiate in good faith with the aim of settling all disputes arising out of or in connection with this Agreement, or EULA or any breach thereof.

If any dispute cannot be settled amicably through ordinary negotiations as is set out above, it shall be finally and exclusively settled by the English courts.

Definitions

“Reference Data” means the Customer’s master data extracted from its ERP or other systems, for example supplier records, purchase order tables, goods receipt tables, chart of accounts mappings, tax codes, tolerances, and any custom matching rules.

“Invoice Data” means the structured key fields extracted from each Supplier Invoice (e.g., invoice number, date, amounts, supplier name, address, VAT details, and PO number and/or line items as applicable).

“Bad Data” means (a) any Reference Data that is incomplete, inaccurate, inconsistent, outdated or otherwise not in the format or quality required to support the Services; or (b) any Supplier Invoice or related document that is illegible, truncated, corrupted, or does not conform to the agreed data specification (e.g., missing key fields).

Assumptions; Customer Responsibility

Good-Faith Data Provision. Stratas’s performance of the P2P/AP automation services, including data extraction, three-way match, and touchless processing, is predicated on Customer’s delivery of suitable, high-quality, and consistently formatted Reference and Invoice Data.

Customer’s Duty to Remediate. If Stratas notifies Customer that any Reference Data or Invoice Data constitutes Bad Data, Customer shall, at its own expense and within 10 (ten) business days of notification:

• a.Correct and resubmit the affected data; or
• b.Authorise Stratas to perform remedial data-cleansing services at Stratas’s prevailing professional services rates.

Ongoing Obligation. Customer shall maintain all Reference Data in a state of good order throughout the Term, and immediately notify Stratas of any changes to formats, tax codes, or matching rules that could affect service delivery.

Impact of Bad Data

Delays. Discovery of Bad Data may require suspension of the normal implementation or automation schedule until remediation is complete. Any such delay shall extend applicable milestone dates and delivery deadlines on a day-for-day basis.

Additional Fees.

• a.Remediation Work: All time and materials expended by Stratas to correct or normalize Bad Data shall be billable at Stratas’s prevailing professional services rates.
• b.Re-Baseline: If significant remedial work is required (exceeding 8 hours in a given month), Stratas may propose a revised Statement of Work and amend fees in Schedule 1 to reflect the revised scope and timelines.

ROI and Touchless Rate. Customer acknowledges that quoted return on investment figures and projected touchless processing rates assume Customer compliance with the Data Quality Assumptions set out herein. If actual data quality deviates, Stratas makes no guarantee as to the return on investment or touchless match percentages until remediation is complete and Services have normalized.

Escalation & Dispute Resolution

Escalation. If the parties disagree on whether data constitutes Bad Data or the appropriate remediation steps, either party may escalate the issue to their respective executive sponsors for resolution within 10 (ten) business days.

Termination for Cause. If Bad Data persists and materially prevents Stratas from performing the Services for more than 30 (thirty) consecutive days after notification, Stratas may terminate this Agreement for cause under Clause 16. Any costs incurred to date will be non-refundable.

Stratas provides a multi-tenancy service (unless otherwise stated in Schedule 1, Products and Services), which means that our solutions are used concurrently by a number of subscribers. If a single customer places very high demand on the service then it is possible this will affect the experience of other users. The Fair Usage Policy is designed to ensure equitable usage of our solutions and services, protecting our operational integrity and service quality for all customers.

Standard Usage for invoice processing: Each Document is expected to average no more than 2 pages. This accommodates typical variance while aligning with our business model.

Excessive Usage: Processing Documents with an average page count significantly above the standard usage limit may be considered excessive and an abuse of the service.

Monitoring: We continuously monitor usage patterns to ensure compliance with this Policy. If a customer’s average page count per Document significantly exceeds 2 pages, we will notify the customer and discuss potential adjustments to their usage or billing arrangements.

Notification and Resolution: If excessive usage is detected we will notify the customer in writing, providing details of the observed usage patterns. The customer will have 30 days to address the issue and adjust their usage to comply with this Policy.

Remediation: If the customer fails to adjust their usage within the specified period, we reserve the right to:

Adjust the billing to reflect the higher page count.

Impose additional charges to cover the increased costs incurred due to excessive usage.

Terminate the customer’s access to our services in case of continued non-compliance.

Billing Adjustments

Per-Page Billing: In cases where the average page count per Document consistently exceeds the standard usage limit, we may switch the billing model for the affected customer to a per-page processed basis, ensuring alignment with the costs incurred.

Notification of Changes: Any adjustments to billing will be communicated in advance, and the customer will have the opportunity to discuss and agree upon the changes.

Customers are responsible for ensuring that their usage of our services complies with this Policy. Customers must cooperate with our monitoring and enforcement efforts, providing necessary information and making required adjustments in a timely manner.

We reserve the right to amend this agreement as necessary to reflect changes in our services or business model. Any amendments will be communicated to customers in writing, and continued use of our services will constitute acceptance of the amended Policy.

Together with the Annexes, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, undertakings, and other representations and communications between the Parties.

The grant of licences specified in this agreement, software assurance and the maintenance & support services shall be subject to the terms and conditions of this Agreement and specific product License Agreement(s) (“EULA”) attached within the Annexes.