END USER LICENCE AGREEMENT/WEBSITE TERMS OF USE PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER FOR USING THE SERVICE:

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1 IMPORTANT NOTICE: END USER LICENCE AGREEMENT/WEBSITE TERMS OF USE PLEASE READ CAREFULLY BEFORE PLACING YOUR ORDER FOR USING THE SERVICE: This End User Licence Agreement is a legal agreement between you ("You") and VALIDIS HOLDINGS LIMITED of Waterloo House, 2nd Floor, 207 Waterloo Road, London SE1 8XD ("Validis Holdings Limited") for the use of the Services. BY PROCEEDING TO ACCESS THE SERVICE FROM THIS WEBSITE OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS EULA WHICH WILL BIND YOU, YOUR EMPLOYEES AND AGENTS (including your authorised Accountants). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, VALIDIS HOLDINGS LIMITED IS UNWILLING TO LICENSE THE SERVICE TO YOU, VALIDIS HOLDINGS LIMITED SHALL BE ENTITLED TO RESTRICT OR PREVENT YOUR ACCESS TO THE SERVICE AND YOU AND YOUR EMPLOYEES AND AGENTS MUST DISCONTINUE FROM USING THIS WEBSITE IMMEDIATELY. Please read this EULA carefully before you start to use the Services, as it will apply to your use of the Services. Validis Holdings Limited recommends that you print a copy of this for future reference. Validis Holdings Limited may revise the terms of this EULA at any time by amending this page. Please check this page from time to time to take notice of any changes Validis Holdings Limited have made. Your continued use of the Services will indicate our acceptance of the then current terms of this EULA. Some of the provisions contained in this EULA may also be superseded by provisions or notices published elsewhere on the Validis Website. 1 DEFINITIONS AND INTERPRETATIONS Account means Your account on the Bibby Connect Website set up by Validis to which You may upload Your Accounting Data and from which You can view and approve Bibby Connect Reports; Accounting Data" means all business data and information uploaded to the Bibby Connect Website by You, all or part of which is analysed by the Software and used to generate a Bibby Connect Report; "Affiliate" means in relation to a Party, a person who is, from time to time, a subsidiary or holding company of that Party, or is a subsidiary of that Party's holding company as the terms subsidiary and holding company are defined by section 1159 of the Companies Act 2006; "Authorised Users" means Your employees, agents and independent contractors whom You permit to use the Services under the terms of this EULA; "Bibby" means Bibby Financial Services Ltd, a company registered in England and Wales under company number whose registered office is at 105 Duke Street, Liverpool, L1 5JQ "EULA" means this End User License Agreement; "Fair Usage Policy" means the policy for fair use of the Services set out at Paragraph 8; "Licence" means a non-exclusive, non-assignable right to use the Services in accordance with the terms of this EULA; "Permitted Person" means Bibby, a Bibby Affiliate, any employee, agent or authorised representative of Bibby (or a Bibby Affiliate), Bibby's (or a Bibby Affiliate's) professional advisers or

2 auditors, credit reference agencies, banks, insurers and any other third party to whom Bibby (or a Bibby Affiliate) reasonably requires to submit the Accounting Data or a Bibby Connect Report in connection with the Purpose; "Purpose" means any use or purpose which will assist Bibby in its credit and debt decision making and management; "Services" means a service which summarises and analyses Your Accounting Data and generates a Bibby Connect Report for You to approve and which, once approved by You, is sent to Bibby (which Bibby may disclose to Permitted Persons) for the Purpose; "Software" means the software application (and any upgrades to that software) known as Bibby Connect that is owned or operated by Validis and will be made available to You as part of the Services via the Bibby Connect Website, which analyses the Accounting Data and generates the relevant Bibby Connect Report; "Bibby Connect Report" means a report in the form approved by Bibby showing the resulting analysis of the Accounting Data by Validis through the use of the Software which is approved by You pursuant to Paragraph 2.8 and subsequently sent 1 by Validis to Bibby for or in connection with the Purpose; "Bibby Connect Website" means Headings are for convenience only and shall not affect its construction or interpretation of the terms of this EULA and shall be construed in accordance with relevant general usage in the computer software industry in England. 2 GRANT AND SCOPE OF LICENCE 2.1 Validis hereby grants to You a non-exclusive, non-transferable licence to use the Services on the terms of this EULA. 2.2 Any new features which augment or enhance the Services, including the release of new tools and resources, shall be subject to the terms of this EULA. 2.3 Validis may at its sole discretion modify the features of the Services from time to time without prior notice. 2.4 In order to use the Services, You must obtain access to the Internet, either directly or through devices that access webbased content, and You are responsible for any charges or service fees associated with such access. You are responsible for all equipment necessary to make such connection to the Internet, including a computer and modem or other access device and Validis has no responsibility for, nor do Validis warrant uninterrupted use of, the Services which are subject to access availability via the Internet. 2.5 You agree not to access the Services by any means other than through the interfaces that are provided or approved by Validis. Validis will provide the Services in accordance with this EULA. 2.6 In order to use the Services to send a Bibby Connect Report to Bibby You shall upload the Accounting Data to Your Account and select the submission process you require. 2.7 Validis shall immediately following Your selection pursuant to Clause 2.6 process the Accounting Data and produce the relevant Bibby Connect Report.

3 2.8 Validis shall upload the Bibby Connect Report created pursuant to Clause 2.7 to Your Account for Your approval; which You shall be able to provide as a 'click through' online authorising the Bibby Connect Report to be sent to Bibby. 2.9 Validis shall send the Bibby Connect Report to Bibby immediately following approval by You pursuant to Clause From time to time, Validis's support staff may log in to the Services under Your customer password in order to maintain or improve service, including to provide You with assistance with technical issues. You hereby acknowledge and consent to such access Validis makes no representation that use of the Services or the Software or any information acquired from using the Services are or will be appropriate, available or lawful in countries outside the United Kingdom Those who choose to access the Services or Software from any location other than the United Kingdom do so on their own initiative and are responsible for compliance with local laws. 3 LICENSEE'S UNDERTAKINGS 3.1 You warrant to Validis that the Accounting Data that You upload to Your Account and the Bibby Connect Report You approve pursuant to clause 2.8, is and shall be complete, accurate and not misleading in any respect. Before uploading any Accounting Data on to Your Account You warrant that: You have sufficient authority and knowledge to be able to submit the Accounting Data to Validis; and to the best of Your knowledge the Accounting Data is accurate and gives a true and fair view of the financial position of the legal entity to which the Accounting Data relates; and You will ensure that the Accounting Data shall not contain any defamatory, harassing, offensive, malicious or otherwise illegal material. 3.2 You agree not to access the Services by any means other than through the interfaces that are provided or approved by Validis. 3.3 You warrant that You will ensure that all Accounting Data is referenced against the correct corporate entity and You will notify Validis immediately in the event of any errors or mistakes which may occur. 3.4 You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Services; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Software, or the Services; (iv) remove any proprietary notices or labels on the Software or a Bibby Connect Report; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services or the Software. 3.5 You will use the Services and Bibby Connect Reports solely for Your own internal use, and will not make the Services available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Services.

4 3.6 You undertake to supervise and control use of the Services and ensure that the Services are used only by employees, agents and authorised representatives of the legal entity to which the Accounting Data relates in accordance with the terms of this EULA; 3.7 You agree the Services are proprietary to Validis and that by using the Services You agree not to sublicense the use of the Services or to provide a similar or competing service to the Services either directly or together with third parties. 3.8 You agree to permit Validis and its authorised representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any information or documents, and to any records kept pursuant to this EULA, for the purpose of ensuring that You are complying with the terms of this EULA. 4 THIRD PARTY SUPPLIER DATA AND BIBBY CONNECT SERVICES 4.1 You will be provided with copies of the Bibby Connect Reports produced in accordance with this EULA and may also be provided with other information and reports through the Services. This is provided to You for information purposes only. These reports and information are proprietary to Bibby or Validis and are for Your internal purposes only and may not be supplied, copied or provided to any third party or used for any other purposes except for Your internal use. 5 AUTHORISED USERS 5.1 Validis cannot be held responsible for fraudulent use of the Services, and it is up to You to ensure that all Accounting Data is accurate and is properly used. 5.2 You shall maintain a written list of Authorised Users of the Services, and You shall provide such list to Validis as may be reasonably requested by Validis from time to time. 5.3 You shall maintain adequate security measures to protect the integrity and security of any security identification or password created as part of your account. 5.4 You must treat any user identification code, password or any other piece of information provided as part of Validis's security procedures, as confidential. You must not disclose it to any third party except with Validis's prior written consent. 5.5 Validis have the right to disable any user identification code at any time, if in our reasonable opinion You, or any third party to which You have provided a user identification code or password, have failed to comply with any of the provisions of this EULA. 5.6 You agree to permit Validis and its authorised representatives to audit Your use of the Services and performance of Your obligations in this EULA. If such audit reveals that use of the Services has been made by individuals who are not Authorised Users, then, without prejudice to Validis's other rights, You shall promptly disable access to those unauthorised users and shall indemnify Validis for any loss that is suffered by Validis or Bibby as a result of the breach of this EULA. 5.7 You are solely responsible for any and all activities that occur using Your username. You agree to notify Validis immediately upon learning of any unauthorised use of Your username or any other breach of security. 6 ACCESSING THE BIBBY CONNECT WEBSITE 6.1 Validis does not guarantee that the Bibby Connect Website, or any content on it (including Your Account) or the Services, will always be available or be uninterrupted. Access to the Services is

5 permitted on a temporary basis. Validis may suspend, withdraw, discontinue or change all or any part of the Services without notice. In particular, Validis may suspend, withdraw or discontinue Your use of the Services if You fail to upload Your Accounting Data at a frequency reasonably requested by Bibby (or a Bibby Affiliate). Validis will not be liable to You if for any reason the Services are unavailable at any time or for any period. From time to time, Validis may restrict access to some parts of the Services or the entire Bibby Connect Website, to users who have registered with us. Validis may suspend, withdraw or discontinue Your use of the Services at any time upon the request of Bibby (or a Bibby Affiliate). 6.2 You are responsible for making all arrangements necessary for You and Your Authorised Users to have access to the Services. 6.3 You are also responsible for ensuring that all Authorised Users are aware of the terms of this EULA and other applicable terms and conditions, and that they comply with them. 7 CHANGES TO OUR SITE 7.1 Validis may update the Bibby Connect Website from time to time, and may change the content at any time. 7.2 However, please note that any of the content on the Bibby Connect Website may be out of date at any given time, and Validis is under no obligation to update it. 7.3 Validis does not guarantee that the Bibby Connect Website, or any content on it, will be free from errors or omissions. 8 FAIR USAGE 8.1 To ensure the provision of the most effective and efficient service to all users of the Services, You must at all times adhere to and comply with Validis's fair usage policy ("Fair Usage Policy") as set out below. 8.2 You must not undertake any activity that has or might reasonably be expected to have an adverse effect on the Services or the provision of the Services to other parties. Such activity includes but is not limited to (i) submitting for consideration information or material which is excessive in size and content; or (ii) submitting multiple or repeat sets of Accounting Data which in Validis's opinion, constitute an excessive use of the Services. 8.3 You may use the Bibby Connect Website and/or the Services only for lawful purposes. You may not use the Bibby Connect Website and/or the Services: in any way that breaches any applicable local, national or international law or regulation; in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; for the purpose of harming or attempting to harm minors in any way; to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

6 8.4 If in Validis's opinion, You are using or attempting to use the Services at excessive levels (such determination to be made solely by Validis) then Validis may (i) communicate with You and try to establish the reasons for the high usage and how Your usage patterns and habits can be modified to reduce Your use of the Services to reasonable levels, or (ii) apply management techniques to reduce the impact that Your usage is having upon the provision of the Services; and/or (iii) reduce or restrict Your capability to use the Services. 9 LINKING TO OUR SITE 9.1 You may link to the home page of the Bibby Connect Website, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it. 9.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. 9.3 You must not establish a link to the Bibby Connect Website in any website that is not owned by You. 9.4 The Bibby Connect Website must not be framed on any other site, nor may You create a link to any part of the Bibby Connect Website other than the home page. 9.5 Validis reserves the right to withdraw linking permission without notice. 10 OUR WARRANTIES TO YOU 10.1 Validis warrants that for the duration of this EULA, the Services, when used in accordance with Validis's operating instructions will provide the functions and facilities and will perform substantially as described by Validis on the Bibby Connect Website Provided You notify Validis in writing that the Services does not conform to this warranty and such nonconformance is substantial and material to Your use of the Services, Validis will attempt to replicate and verify such non-conformance If Validis is able to do so, it will in its sole discretion either: issue a fix, patch or update to correct that nonconformance Except as set out above, Validis DO NOT WARRANT or make any representation: that the Services will meet Your requirements; or regarding the use of and/or output from the Services or the Bibby Connect Report in terms of content, correctness, accuracy, reliability or otherwise; or regarding the way that Permitted Persons may interpret or use the Accounting Data and/or Bibby Connect Report; or that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services, the Software or any other software used as part of the Services are free of viruses or other harmful components. You are responsible for configuring Your information technology, computer programmes and platform in order to use the Services and/or access the Bibby Connect Website. You should use Your own virus protection software; or that the use of the Services or the Bibby Connect Reports will be correct, accurate, timely or otherwise reliable.

7 10.5 The warranties set out herein are instead of all other warranties, representations or conditions, express or implied, statutory or otherwise, including any implied warranties of satisfactory quality and fitness for a particular purpose No oral or written communications by or on behalf of Validis shall create a warranty or in any way increase the scope of the warranties Validis has given. 11 SERVICE LEVELS Validis does not guarantee the Services will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Validis's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Validis or Your servers are located or co-located. 12 YOUR DATA 12.1 You acknowledge and agree that Validis shall not be responsible for loss, corruption or destruction of the Accounting Data You shall keep full back-up copies of all Accounting Data The information and services included in or available through the Services, including the Bibby Connect Report, are based upon Accounting Data provided by You and as a result may include inaccuracies or typographical errors. You specifically agree that Validis shall not be responsible for any Accounting Data provided by You You assume the entire risk in the Software's performance and the Bibby Connect Report obtained from its use, and You remain responsible for ensuring that any Bibby Connect Reports, opinions, recommendations, forecasts or other comments submitted to Permitted Persons, whether or not produced using the Services or Software, are accurate, complete and up to date. 13 INTELLECTUAL PROPERTY RIGHTS 13.1 You acknowledge that all intellectual property rights in the Software, the Bibby Connect Reports, the Services and in the term Bibby Connect and associated documents and information anywhere in the world belong to Validis or Bibby or are Licensed to Validis or Bibby, that a right to use the Software and the Services are licensed (not sold) to You, and that You have no rights in, or to, the Software, the Bibby Connect Reports, the Services or any associated documentation other than the licence to use them in accordance with the terms of this EULA You acknowledge that You have no right to have access to the Software in source code form or in unlocked coding or with comments The integrity of this Software is protected by Technical Protection Measures ( TPM ) so that the intellectual property rights, including copyright in the Software are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor apply or manufacture for sale or hire, import, distribute, sell or let for hire, offer or expose for sale or hire, advertise for sale or hire or have in Your possession for private or commercial purposes any means the sole intended purpose of which is to facilitate the unauthorised removal or circumvention of such TPM.

8 13.4 You retain all rights in Your Accounting Data and You acknowledge and irrevocably consent to Your Accounting Data being processed by, used by and disclosed to the Permitted Persons in connection with the Purpose. 14 INTELLECTUAL PROPERTY RIGHTS INDEMNITY 14.1 Validis will indemnify You against any and all liability, loss, damage, reasonable costs and expenses (including reasonable legal fees) which You may incur as a result of any claim or action brought against You by another person alleging that Your authorised and proper use of the Software or Services under this EULA infringes the intellectual 6 property rights of a third party. If that happens, You must take reasonable steps to mitigate any losses which You suffer or incur If in our reasonable opinion the Software or Services are likely to become or does become the subject of a claim of infringement of another person's intellectual property rights, Validis may elect to either (i) obtain the right for You to continue using the Software or service in the manner permitted under this EULA; or (ii) modify or replace the infringing part of the Software or Services so as to avoid the infringement or alleged infringement, without materially reducing the functionality or performance of the Software or Services You agree to (i) promptly notify Validis in writing of any claim or threatened claim concerning Your use of the Software or the Services; and (ii) not independently defend or respond to such claim or threatened claim; and (iii) cooperate with Validis in the defence of any such claim or threatened claim, subject to payment by Validis of Your reasonable costs incurred in providing such cooperation The indemnity in this Clause 14 shall not apply to any claim (i) which arises from any development, modification, implementation, configuration or integration of the Software or Services other than by Validis or approved by Validis in writing; or (ii) which arises as a result of use of the Software or Services other than as permitted by this EULA or (iii) which arises as a result of Your continued use of the Software or Services after You have been notified that it infringes the intellectual property rights of a third party The provisions of this Clause 14 set out Your exclusive remedy in connection with any claim or threatened claim in relation to the intellectual property rights of another person by the use of the Software and/or Services. 15 INDEMNIFICATION 15.1 You agree to indemnify, hold harmless and defend Validis, Bibby and Bibby Affiliates from and against any and all third-party claims, actions, proceedings, and suits brought against Validis or any Permitted Persons or any of its or their officers, directors, employees, agents or and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Validis, or any Permitted Person or any of its or their officers, directors, employees, agents arising out of or relating to: Your breach of any term or condition of this EULA; Your use of the Services; reliance upon Accounting Data or Bibby Connect Reports based on such Accounting Data and/or data feeds that are derived from information in the Bibby Connect Report by Bibby, Bibby Affiliates or Permitted Persons; Your violations of applicable laws, rules or regulations in connection with the Services.

9 15.2 In such a case, Validis will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defence of any claim. Validis reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by You. 16 DISCLAIMER AND LIMITATION OF LIABILITY 16.1 Nothing in this EULA shall exclude or limit the liability of Validis for fraud, death or personal injury arising out of Validis's negligence or any warranty as to title or quiet possession implied by statute The Services may rely upon, and the Bibby Connect Report may contain, in whole or in part, the advice, opinions, recommendations, information and data produced or developed by third parties, the accuracy and completeness of which Validis is unable to verify Whilst Validis will use its reasonable endeavours to ensure that third party data is accurate complete and valid, Validis do not warrant that it will be or that any part of the Bibby Connect Report or Services that relies upon it will be accurate complete and valid and Validis Validis will not accept liability for any error therein Validis bear no responsibility or liability relating directly or indirectly to the acts or omissions of third parties based wholly or partly on Bibby Connect Reports or other information that is generated from using the Services The Bibby Connect Report may consist of or contain information relating to a general business together with information about an individual or individuals that You have linked to that business. It is Your responsibility to correctly identify any individual linked to any particular business and to obtain their permission to details being included in any Bibby Connect Reports. Validis does not accept responsibility or liability in respect of any Bibby Connect Report that incorrectly links any individual to any enterprise and You agree to indemnify Validis in respect of any loss, cost, expense or damage that Validis may suffer or incur as a result of, or in connection with any claim by any third party in respect of the same Validis shall not be liable for any loss, cost, damage or expense suffered by You as a result of using the Services or any resultant data, information or reports which are created as a result of information supplied by You save to the extent that such loss, cost, damage or expense was wholly attributable to and caused solely by Validis's wilful misconduct or negligence WHERE ANY MATTER GIVES RISE TO A VALID CLAIM AGAINST US, VALIDIS'S TOTAL LIABILITY TO YOU SHALL BE LIMITED TO A SUM EQUAL TO ANY CHARGES OR FEES PAID TO VALIDIS BY YOU FOR THE PROVISION OF THE SERVICES Validis will not be liable for: any indirect, consequential, incidental or special damage; or any financial or similar loss of any kind, whether caused directly or indirectly, including: loss of profits, business, chargeable time, anticipated savings, goodwill, any business interruption or loss of or corruption to data, however caused and whether arising under contract, tort, including negligence, statute or otherwise You assume the entire risk in the performance and the results and reports generated from the use of the Services, and You remain responsible for ensuring that the Bibby Connect Reports and any

10 subsequent reports, opinions, recommendations, forecasts or other comments based on Your Accounting Data submitted to third parties, whether or not produced using the Software, are accurate and complete The Bibby Connect Website may include a link to Your website. Validis assume no responsibility for and have no control over the content of Your website and are not a party to (nor can Validis enforce the provisions of) any contract for services entered into between You and any third party. 17 TERMINATION 17.1 Validis may determine, in its discretion, whether there has been a breach of this EULA by You. When a breach of this EULA has occurred, Validis may take such action as it deems appropriate Failure to comply with any terms of this EULA constitutes a material breach and may result in Validis taking all or any of the following actions: immediate, temporary or permanent withdrawal of Your right to use the Services and/or access the Bibby Connect Website; issue of a warning to You; legal proceedings against You for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; further legal action against You; and/or disclosure of such information to law enforcement authorities as Validis reasonably deems necessary No refunds or repayment of any charges or fees shall be made for early termination On termination of this EULA for any reason: all rights granted to You under this EULA shall cease; You must cease to use the Services and all other activities authorised by this EULA; You must immediately pay to Validis any sums due under this EULA; You must immediately delete or remove all originals and copies of any Software, documentation or links from all computer equipment in Your possession; any and all information previously submitted by You and any Bibby Connect Reports that have been produced and submitted to Permitted Persons are not recoverable and there shall be no obligation upon Validis to recover, return, remove or update any Bibby Connect Reports, Accounting Data or other information which has been created or used as a result of Your use of the Services; You will have no further rights or access to use the Services or to access any data which has been uploaded onto Validis Servers; Validis may delete any and all data and information which was provided by You or which it holds about You; and the accrued rights of the Parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

11 18 CONFIDENTIALITY Subject to Clause 19 Validis shall retain Your Accounting Data and keep it confidential until such time as the resultant Bibby Connect Report has been approved by You in accordance with Clause 2.8 at which time You consent to the Bibby Connect Report and Your Accounting Data being processed by, used by and disclosed to the Permitted Persons in connection with the Purpose. 19 PRIVACY 19.1 Validis processes information about You in accordance with our Privacy Policy which can be found at the Bibby Connect Website. By subscribing to the Services You (a) consent to such processing, (b) warrant that all data provided by You is accurate and (c) consent to Your Accounting Data (which may include personal data (as defined by the Data Protection Act 1998 (the "Act"))) being passed to the Permitted Persons and for the Permitted Persons to process it for or in connection with the Purpose By providing Your information to Validis You consent to Validis and Permitted Persons retaining and processing Your Accounting Data (including any personal data) in accordance with Clause 19.1 both during the Term and after termination of this EULA Subject to Clauses 19.1 and 19.2, Validis confirms that it shall comply with its obligations under the Act in respect of any personal data provided by You. 20 COMMUNICATIONS From time to time Validis may contact You with certain communications or messages regarding the Software or Services, such as service announcements, administrative messages, etc, and that these communications are considered part of the Services and You will not be able to opt out of receiving them. 21 ASSIGNMENT 21.1 You shall not, without the prior written consent of Validis, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA Validis may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. 22 NOTICES 22.1 All notices given by You to Validis must be given to The Chief Operations Officer at Waterloo House, 2nd Floor, 207 Waterloo Road, London SE1 8XD Validis may give notice to You at either the or postal address You provided to Validis when subscribing to the Services. Notice will be deemed received and properly served immediately when posted on the Bibby Connect Website, 24 hours after an is sent, or three days after the date of posting of any letter In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an , that such was sent to the specified address of the addressee. 23 WAIVER

12 23.1 A waiver of any right under the terms of this EULA is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given Unless specifically provided otherwise, rights arising under this EULA are cumulative and do not exclude rights provided by law. 24 THIRD PARTY RIGHTS 24.1 Subject to Clause 24.2 the Parties do not intend any term of this EULA to be enforceable by any person that is not a party to this EULA pursuant to the Contracts (Rights of Third Parties) Act Any right or remedy of a third party which exists or is available apart from such Act is not affected You acknowledge that each Permitted Person has rights under this EULA and further acknowledges that they each shall be entitled to claim and enforce their rights pursuant to the terms of this EULA You agree that Validis may exclude the provisions of Section 1(1) of the Contracts (Rights of Third Parties) Act 1999 so that Validis shall be entitled to rescind or vary this EULA without the consent of any Permitted Person which is entitled (or may become entitled) to enforce any term of this EULA against You. 25 SEVERABILITY If any of the terms of this EULA are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 26 NO PARTNERSHIP OR AGENCY Nothing in this EULA is intended to or shall operate to create a partnership between the Parties, or authorise a Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 27 ENTIRE AGREEMENT 27.1 This EULA and any document expressly referred to in it represents the entire agreement between the Parties in relation to the licensing of the Software and provision of the Services and supersedes any prior agreement, understanding or arrangement between You and Validis, whether oral or in writing You acknowledge that, in entering into this EULA, You have not relied on any representation, undertaking or promise given by Validis or implied from anything said or written in negotiations with Validis prior to entering into this EULA except as expressly stated in this EULA. Nothing in this EULA shall limit or exclude any liability for fraudulent misrepresentation You shall not have any remedy in respect of any untrue statement made by Validis, whether orally or in writing, prior to the date You entered into this EULA (unless such untrue statement was made fraudulently) and Your only remedy shall be for breach of contract as provided in this EULA. 28 LAW AND JURISDICTION

13 This EULA is governed by English law. Any dispute arising from, or related to, any term of this EULA shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.