Dctr Service Contract

Parties Dctr Technologies Ltd, a company incorporated in England and Wales (registration number 15976106) with its registered office at 5, The Square, Bagshot, GU19 5AX (“the Provider”); and

Your company (“the Client”).

Agreement Definitions

1.1 In this Agreement: “Access Credentials” means the usernames, passwords, and other credentials that enable access to the Hosting Services, including both access credentials for the User Interface and access credentials for the API; “Agreement” means this contract, including any Schedules and any amendments to this Agreement from time to time; “API” means the application programming interface for the Hosting Services defined by the Provider and made available by the Provider to the Client; “Business Day” means any weekday other than a bank or public holiday in England; “Business Hours” means the hours from 09:00 to 17:00 GMT/BST on a Business Day; “Charges” means: (A) Charges and other amounts due as specified in Section 2 of Schedule 1 (Hosting Services Details) and elsewhere in this Agreement; and (B) Charges and amounts payable that may be agreed in writing by the parties from time to time; “Client Confidential Information” means: (A) any information disclosed by or on behalf of the Client to the Provider during the Term (whether disclosed in writing, orally, or otherwise) that at the time of disclosure: (i) was marked or described as “confidential”; or (ii) should reasonably have been understood by the Provider to be confidential; and (B) the Client Data; “Client Data” means all data, works, and materials: uploaded or stored on the Platform by the Client; transmitted by the Platform at the Client’s instigation; supplied by the Client to the Provider for uploading, transmission, or storage on the Platform; or generated by the Client using the Hosting Services (but excluding usage data relating to the Platform and Hosting Services and excluding server log files); “Client Personal Data” means any personal data processed by the Provider on behalf of the Client in connection with this Agreement; “Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of personal data; “Documentation” means the documentation for the Hosting Services produced by the Provider and delivered or made available by the Provider to the Client; “Effective Date” means the date of execution of this Agreement; “EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws governing the processing of Personal Data, as such laws may be updated, amended, and superseded from time to time; “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the affected party (which may include failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, third-party industrial disputes, changes in law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks, and wars); “Hosting Services” means access to and use of the Dctr applications, websites, and other relevant services, as updated from time to time by the Provider, subject to the restrictions set out in this Agreement; “Hosting Services Defect” means a defect, error, or bug in the Platform that has a materially adverse effect on the appearance, operation, functionality, or performance of the Hosting Services, but excludes any defect, error, or bug caused by or arising from: (A) any act or omission of the Client or any person authorized by the Client to use the Platform or Hosting Services; (B) any use of the Platform or Hosting Services contrary to the Documentation, whether by the Client or by any person authorized by the Client; (C) the Client’s failure to perform or observe any of its obligations under this Agreement; and/or (D) an incompatibility between the Platform or Hosting Services and any other system, network, application, program, hardware, or software not specified as compatible in the Hosting Services Specification; “Hosting Services Specification” means the specification for the Platform and Hosting Services set out in Section 1 of Schedule 1 (Hosting Services Details) and in the Documentation; “Intellectual Property Rights” means all intellectual property rights anywhere in the world, whether registrable or unregistrable, registered or unregistered, including any application or right to apply for such rights (and these “intellectual property rights” include copyrights and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing-off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights, and design rights); “Mobile App” means the mobile application known as Dctr made available by the Provider through the Google Play Store and the Apple App Store; “Personal Data” means personal data under any of the Data Protection Laws; “Platform” means the platform managed by the Provider and used by the Provider to provide the Hosting Services, including the application and database software for the Hosting Services, the system and server software used to provide the Hosting Services, and the computer hardware on which such application, database, system, and server software is installed; “Schedule” means any schedule attached to the main body of this Agreement; “Services” means any services that the Provider provides to the Client, or has an obligation to provide to the Client, under this Agreement; “Support Services” means support in relation to the use of and the identification and resolution of errors in the Hosting Services; “Supported Web Browser” means the current version from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome, or Apple Safari; “Term” means the duration of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; “UK GDPR” means the EU GDPR as incorporated into UK legislation (including the Data Protection Act 2018 and the Data Protection, Privacy, and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) and all other UK laws governing the processing of personal data, as such laws may be updated, amended, and superseded from time to time; and “User Interface” means the interface for the Hosting Services designed to enable individual human users to access and use the Hosting Services. Term

2.1 This Agreement shall come into force on the Effective Date. 2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of this Agreement. Hosting Services

3.1 The Provider shall provide, or ensure that the Platform provides, to the Client on the Effective Date, the Access Credentials necessary to enable the Client to access and use the Hosting Services. 3.2 The Provider grants the Client a worldwide, non-exclusive license to use the Hosting Services for the Client’s business purposes in accordance with the Documentation during the Term. 3.3 The license granted by the Provider to the Client under Clause 3.2 is subject to the following limitations: (A) the User Interface may only be used through a Supported Web Browser or the Mobile App; (B) the User Interface may only be used by the named users designated by the Client, provided that the Client may change, add, or remove a designated named user in accordance with the user change procedure defined by the Hosting Services; 3.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Client under Clause 3.2 is subject to the following prohibitions: (A) the Client must not sublicense its right to access and use the Hosting Services; (B) the Client must not permit any unauthorized person or application to access or use the Hosting Services; (C) the Client must not use the Hosting Services to provide services to third parties; (D) the Client must not republish or redistribute any content or material from the Hosting Services; (E) the Client must not make any alteration to the Platform, except as permitted by the Documentation; and (F) the Client must not conduct or request any other person to conduct load testing or penetration testing on the Platform or Hosting Services without the prior written consent of the Provider. 3.5 The Client shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorized person or application may access the Hosting Services through the Access Credentials. 3.6 The Provider shall use all reasonable endeavors to maintain the availability of the Hosting Services to the Client but does not guarantee 100% availability. 3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: (A) a Force Majeure Event; (B) a fault or failure of the Internet or any public telecommunications network; (C) a fault or failure of the Client’s computer systems or networks; (D) any breach by the Client of this Agreement; or (E) scheduled maintenance carried out in accordance with this Agreement. 3.8 The Client must comply with Schedule 2 (Acceptable Use Policy) and must ensure that all persons using the Hosting Services with the Client’s authority or through the Access Credentials comply with Schedule 2 (Acceptable Use Policy). 3.9 The Client must not use the Hosting Services in any way that causes, or may cause, damage to the Hosting Services or the Platform or impairment of the availability or accessibility of the Hosting Services. 3.10 The Client must not use the Hosting Services in any way that uses excessive Platform resources and as a result may cause a material degradation in the services provided by the Provider to other clients using the Platform; and the Client acknowledges that the Provider may use reasonable technical measures to limit the Client’s use of Platform resources for the purpose of ensuring services to its clients generally. 3.11 The Client must not use the Hosting Services: (A) in any way that is unlawful, illegal, fraudulent, or harmful; or (B) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity. 3.12 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term. 3.13 The Provider may suspend the provision of the Hosting Services if any amount due from the Client to the Provider under this Agreement is overdue and the Provider has given the Client at least 15 days’ written notice, following the amount becoming overdue, of its intention to suspend the Hosting Services on this basis. Scheduled Maintenance

4.1 The Provider may from time to time suspend the Hosting Services for the purposes of scheduled maintenance of the Platform. 4.2 The Provider shall ensure that scheduled maintenance is performed outside of Business Hours. 4.3 The Provider shall ensure that, during each calendar month, the total period during which the Hosting Services are unavailable due to scheduled maintenance, or materially adversely affected by scheduled maintenance, does not exceed 2 hours. Support Services

5.1 The Provider shall provide the Support Services to the Client during the Term. 5.2 The Provider shall provide the Support Services with reasonable skill and care. 5.3 The Provider shall make available to the Client a helpdesk. 5.4 The Client may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Client must not use the helpdesk for any other purpose. 5.5 The Provider shall respond promptly to all requests for Support Services made by the Client through the helpdesk. 5.6 The Provider shall have no obligation to provide Support Services: (A) to the extent that the Support Services requested amount to general training on the use of the Hosting Services; (B) in relation to any issue that could have been resolved by a competent person who had received general training on the use of the Hosting Services; (D) in relation to any issue caused by the misuse of the Hosting Services by or on behalf of the Client; or (E) in relation to any issue caused by any modification to the Hosting Services or the configuration of the Hosting Services, made without the prior written consent of the Provider. 5.7 The Provider may suspend the provision of the Support Services if any amount due from the Client to the Provider under this Agreement is overdue and the Provider has given the Client at least 15 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis. Client Data

6.1 The Client grants the Provider a worldwide, non-exclusive license to: (A) copy, store, and transmit the Client Data; (B) modify, translate, and create derivative works from the Client Data; and (C) distribute and publish the Client Data, to the extent reasonably required for the performance of the Provider’s obligations under this Agreement. The Client also grants the Provider the right to sublicense these rights to its hosting, connectivity, and telecommunications service providers solely for this purpose and subject to any express restrictions elsewhere in this Agreement. 6.2 The Client grants the Provider a worldwide, non-exclusive license to: (A) use the Client Data to create aggregated datasets, provided that such aggregated datasets must not incorporate any Client Personal Data, any other personal data provided or made available by the Client to the Provider, or any information contained in or derived from the Client Data that identifies the Client or any other organization, business, or person (legal or natural); and (B) to the extent that the use of such aggregated datasets requires the Client’s permission, to make unrestricted use of such aggregated datasets, including sublicensing all or part of the rights therein to third parties. 6.4 The Client warrants to the Provider that the Client Data will not infringe the Intellectual Property Rights or other legal rights of any person and will not breach the provisions of any law, statute, or regulation. 6.5 The Provider shall create a backup copy of the Client Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosting Services to the state they were in at the time the backup was taken, and shall retain and securely store each such copy for a minimum period of 30 days. Mobile App

7.1 The parties acknowledge and agree that the use of the Mobile App, the respective rights and obligations of the parties in relation to the Mobile App, and any liability of either party arising from the use of the Mobile App shall be subject to separate terms and conditions, and accordingly, this Agreement does not govern any such use, right, obligation, or liability. No Assignment of Intellectual Property Rights

8.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Client or from the Client to the Provider. Charges

9.1 The Client shall pay the Charges to the Provider in accordance with this Agreement. 9.2 If the Charges are based in whole or in part on the time spent by the Provider performing the Services, the Provider must obtain the Client’s prior written consent before performing Services that result in exceeding any estimate of time-based Charges provided to the Client or any budget for time-based Charges agreed between the parties; and, unless the Client agrees otherwise in writing, the Client shall not be liable to pay the Provider any Charges in respect of Services performed in breach of this Clause 9.2. 9.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value-added taxes, which will be added to those amounts and payable by the Client to the Provider. 9.4 The Provider may elect to vary any element of the Charges by giving the Client not less than 30 days’ written notice of the variation. Payments

10.1 The Provider shall issue invoices for the Charges to the Client at the end of the period to which they relate. 10.2 The Client shall pay the Charges to the Provider within the period of 7 days following the receipt of an invoice issued under this Clause 10. 10.3 The Client shall pay the Charges by debit card, credit card, or direct debit (using the payment details provided by the Provider to the Client from time to time). The Client agrees that payment details will be provided and securely stored by Stripe, and that the Provider is permitted to automatically charge agreed payments to the saved payment method. 10.4 If the Client does not duly pay any amount due to the Provider under this Agreement, the Provider may: (A) charge the Client interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or (B) claim interest and statutory compensation from the Client under the Late Payment of Commercial Debts (Interest) Act 1998. Provider’s Confidentiality Obligations

11.1 The Provider must: (A) keep the Client Confidential Information strictly confidential; (B) not disclose the Client Confidential Information to any person without the Client’s prior written consent; (C) use the same degree of care to protect the confidentiality of the Client Confidential Information as the Provider uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and (D) act in good faith at all times in relation to the Client Confidential Information. 11.2 Notwithstanding Clause 11.1, the Provider may disclose the Client Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents, and subcontractors who have a need to access the Client Confidential Information for the performance of their work in relation to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Client Confidential Information. 11.3 This Clause 11 imposes no obligations on the Provider with respect to: (A) Client Confidential Information known to the Provider before disclosure under this Agreement and not subject to any other obligation of confidentiality; (B) Client Confidential Information that is or becomes publicly known through no act or default of the Provider; or (C) information independently developed by the Provider without relying on or using any Client Confidential Information. 11.4 The restrictions in this Clause 11 do not apply to the extent that any Client Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request. 11.5 The provisions of this Clause 11 shall remain in force for a period of 5 years following the termination of this Agreement, at the end of which they will cease to have effect. Data Protection

12.1 Each party shall comply with the Data Protection Laws in relation to the processing of Client Personal Data. 12.2 The Client warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement. 12.3 The Client shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to this Agreement: (A) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 3 (Data Processing Information); and (B) Personal Data of the types specified in Section 2 of Schedule 3 (Data Processing Information). 12.4 The Provider shall only process the Client Personal Data for the purposes specified in Section 3 of Schedule 3 (Data Processing Information). 12.5 The Provider shall only process the Client Personal Data during the Term [and after the end of the Term], subject to the other provisions of this Clause 12. 12.6 The Provider shall only process the Client Personal Data in accordance with the Client’s documented instructions (including with regard to transfers of the Client Personal Data to a third country under the Data Protection Laws). 12.7 The Client authorizes the Provider to make the following transfers of Client Personal Data: (A) the Provider may transfer the Client Personal Data internally to its own employees, offices, and facilities; (B) the Provider may transfer the Client Personal Data to its third-party processors in the jurisdictions identified in Section 5 of Schedule 3 (Data Processing Information) and may permit its third-party processors to make such transfers, provided that such transfers must be protected by any appropriate safeguards identified therein; and (C) the Provider may transfer the Client Personal Data to a country, territory, or sector to the extent that the competent data protection authorities have decided that the country, territory, or sector ensures an adequate level of protection for Personal Data. 12.8 The Provider shall promptly inform the Client if, in the Provider’s opinion, an instruction from the Client relating to the processing of Client Personal Data breaches the Data Protection Laws. 12.9 Notwithstanding any other provision of this Agreement, the Provider may process the Client Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Client of the legal requirement before processing, unless the law prohibits such information. 12.10 The Provider warrants that persons authorized to process the Client Personal Data have committed to confidentiality or are under an appropriate statutory obligation of confidentiality. 12.11 The Provider shall implement appropriate technical and organizational measures to ensure an appropriate level of security for the Client Personal Data, including the measures specified in Section 4 of Schedule 3 (Data Processing Information). 12.12 The Provider must not engage any third party to process the Client Personal Data without the prior specific or general written authorization of the Client. In the case of general written authorization, the Provider shall inform the Client at least 14 days in advance of any intended changes concerning the addition or replacement of any third-party processor, and if the Client objects to such changes before their implementation, then the Client may terminate this Agreement on 7 days’ written notice to the Provider, provided that such notice must be given within the period of 7 days following the date that the Provider informed the Client of the intended changes. The Provider shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 12. 12.13 As at the Effective Date, the Provider is authorized by the Client to engage as a sub-processor of the Client Personal Data. 12.14 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organizational measures to assist the Client with the fulfillment of the Client’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws. 12.15 The Provider shall assist the Client in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments, and prior consultation in relation to high-risk processing under the Data Protection Laws. 12.16 The Provider must notify the Client of any Personal Data breach affecting the Client Personal Data without undue delay and, in any case, no later than 24 hours after the Provider becomes aware of the breach. 12.17 The Provider shall make available to the Client all information necessary to demonstrate the Provider’s compliance with its obligations under this Clause 12 and the Data Protection Laws. The Provider may charge the Client at its standard time-based rates for any work performed by the Provider at the Client’s request under this Clause 12.17, provided that no such charges shall be levied in respect of the completion by the Provider (on the Client’s reasonable request, no more than once per calendar year). 12.18 The Provider shall, at the Client’s choice, delete or return to the Client all of the Client Personal Data after the provision of services relating to the processing and shall delete existing copies unless applicable law requires storage of the relevant Personal Data. 12.19 The Provider shall allow and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in relation to the Provider’s compliance with the processing of Client Personal Data under the Data Protection Laws and this Clause 12. 12.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of personal data carried out under this Agreement, the parties shall use their best endeavors to promptly agree to such variations to this Agreement as may be necessary to remedy such non-compliance. Warranties

13.1 The Provider warrants to the Client that: (A) the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (B) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfillment of the Provider’s obligations under this Agreement; and (C) the Provider has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement. 13.2 The Provider warrants to the Client that: (A) the Platform and Hosting Services will conform in all respects with the Hosting Services Specification; (B) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware, and other malicious software programs; and (C) the Platform will incorporate security features reflecting the requirements of good industry practice. 13.3 The Provider warrants to the Client that the Hosting Services, when used by the Client in accordance with this Agreement, will not breach any law, statute, or regulation applicable under English law. 13.4 The Provider warrants to the Client that the Hosting Services, when used by the Client in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person. 13.5 If the Provider reasonably determines, or any third party alleges, that the Client’s use of the Hosting Services in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense: (A) modify the Hosting Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or (B) procure for the Client the right to use the Hosting Services in accordance with this Agreement. 13.6 The Client warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement. 13.7 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. Acknowledgements and Warranty Limitations

14.1 The Client acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosting Services will be wholly free from defects, errors, and bugs. 14.2 The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosting Services will be entirely secure. 14.3 The Client acknowledges that the Hosting Services are designed to be compatible only with that software and those systems; and the Provider does not warrant or represent that the Hosting Services will be compatible with any other software or systems. 14.4 The Client acknowledges that the Provider will not provide any legal, financial, accountancy, or taxation advice under this Agreement or in relation to the Hosting Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosting Services or the use of the Hosting Services by the Client will not give rise to any legal liability on the part of the Client or any other person. Limitations and Exclusions of Liability

15.1 Nothing in this Agreement will: (A) limit or exclude any liability for death or personal injury resulting from negligence; (B) limit or exclude any liability for fraud or fraudulent misrepresentation; (C) limit any liabilities in any way that is not permitted under applicable law; or (D) exclude any liabilities that may not be excluded under applicable law. 15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in this Agreement: (A) are subject to Clause 15.1; and (B) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement. 15.3 The Provider shall not be liable to the Client for any losses arising out of a Force Majeure Event. 15.4 The Provider shall not be liable to the Client for any loss of profits or anticipated savings. 15.5 The Provider shall not be liable to the Client for any loss of revenue or income. 15.6 The Provider shall not be liable to the Client for any loss of use or production. 15.7 The Provider shall not be liable to the Client for any loss of business, contracts, or opportunities. 15.8 The Provider shall not be liable to the Client for any loss of or damage to data, databases, or software; provided that this Clause 15.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.5 and Clause 6.6. 15.9 The Provider shall not be liable to the Client for any special, indirect, or consequential loss or damage. 15.10 The Provider’s liability to the Client under this Agreement in respect of any event or series of related events shall not exceed the greater of: (A) Fifty thousand pounds; and (B) the total amount paid and payable by the Client to the Provider under this Agreement in the 12-month period preceding the commencement of the event or events. 15.11 The Provider’s aggregate liability to the Client under this Agreement shall not exceed the greater of: (A) Fifty thousand pounds; and (B) the total amount paid and payable by the Client to the Provider under this Agreement. Force Majeure Events

16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. 16.2 A party that becomes aware of a Force Majeure Event that gives rise to, or which may give rise to, any failure or delay in performing any obligation under this Agreement, must: (A) promptly notify the other; and (B) inform the other of the period for which it is estimated that such failure or delay will continue. 16.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event. Termination

17.1 Either party may terminate this Agreement by giving to the other party at least 7 days’ written notice of termination. 17.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. 17.3 Subject to applicable law, either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (A) the other party: (i) ceases to conduct all (or substantially all) of its business; (ii) is or becomes unable to pay its debts as they fall due; (iii) is or becomes insolvent or is declared insolvent; or (iv) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (B) an administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the assets of the other party; (C) an order is made for the winding-up of the other party, or the other party passes a resolution for its winding-up (other than for the purposes of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under this Agreement). 17.4 Upon termination, the Client is required to pay any unbilled Charges, including costs for active users not yet billed at the time of termination. In the case of a contract with annual billing, no refund is provided. Effects of Termination

18.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.12, 6.2, 6.3, 7, 10.2, 10.4, 11, 12, 15, 18, 21, and 22. 18.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party. 18.3 Within 30 days following the termination of this Agreement for any reason: (A) the Client must pay to the Provider any Charges in respect of Services provided to the Client before the termination of this Agreement; and (B) the Provider must refund to the Client any Charges paid by the Client to the Provider in respect of Services that were to be provided to the Client after the termination of this Agreement, without prejudice to the parties’ other legal rights. Notices

19.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 19.2 and Section 3 of Schedule 1 (Hosting Services Details)): (A) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or (B) sent by email, in which case the notice shall be deemed to be received 1 Business Day following sending, provided that, if the stated time of deemed receipt is not within Business Hours, the time of deemed receipt shall be the start of the next Business Hours following the stated time. 19.2 The Provider’s contact details for notices under this Clause 19 are as follows: Support Department, support@my-dctr.com, +44 (0)2045870589. 19.3 The addressee and contact details set out in Clause 19.2 and Section 3 of Schedule 1 (Hosting Services Details) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19. Subcontracting

20.1 The Provider must not subcontract any of its obligations under this Agreement without the prior written consent of the Client, provided that the Client must not unreasonably withhold or delay the giving of such consent. 20.2 The Provider remains responsible to the Client for the performance of any subcontracted obligations. 20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of this Agreement, the Client acknowledges and agrees that the Provider may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform. General

21.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach. 21.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted). 21.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties. 21.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license, or otherwise deal in or dispose of any contractual rights or obligations under this Agreement. 21.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to this Agreement are not subject to the consent of any third party. 21.6 Subject to Clause 15.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter. 21.7 This Agreement shall be governed by and construed in accordance with English law. 21.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. Interpretation

22.1 In this Agreement, a reference to a statute or statutory provision includes a reference to: (A) that statute or statutory provision as amended, consolidated, and/or re-enacted from time to time; and (B) any subordinate legislation made under that statute or statutory provision. 22.2 The Clause headings do not affect the interpretation of this Agreement. 22.3 References in this Agreement to “calendar months” are to the 12 named periods (January, February, and so on) into which a year is divided. 22.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters, or things. Schedule 1 (Hosting Services Details) Specification of Hosting Services

Provision of database, storage, processing, and data hosting, for the purpose of enabling the use of the Dctr mobile application Provision of database, storage, processing, and data hosting, for the purpose of enabling the use of the Dctr website Provision of a support/helpdesk portal for consulting documentation, FAQs, and generating support tickets Financial Provisions

The Client shall pay the price shown at the time of entering into this Agreement, with monthly or annual frequency, as selected at the time of entering into the Agreement. Where the Client selects pricing plans with monthly or annual prepayment, the Client is not entitled to a refund in case of termination. The usage of each active user or patient is measured on a daily basis. Contractual Notices

Contractual notices shall be sent to: Company name: Dctr Technologies Ltd Contact name: Administration Email address: support@my-dctr.com Schedule 2 (Acceptable Use Policy) Introduction

1.1 This acceptable use policy (the “Policy”) sets out the rules governing: (A) the use of the website at my-dctr.com, any successor website, and the services available on that website or any successor website, as well as the Dctr mobile app and any successor app (the “Services”); and (B) the transmission, storage, and processing of content by you, or by any person on your behalf, using the Services (“Content”). 1.2 References to “you” in this Policy are to any customer of the Services and to any individual user of the Services (and “your” should be construed accordingly); and references to “us” in this Policy are to Dctr (and “we” and “our” should be construed accordingly). 1.3 By using the Services, you agree to the rules set out in this Policy. 1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services. General Usage Rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services. 2.2 You must not use the Services: (A) in any way that is unlawful, illegal, fraudulent, deceptive, or harmful; or (B) in connection with any unlawful, illegal, fraudulent, deceptive, or harmful purpose or activity. 2.3 You must ensure that all Content complies with the provisions of this Policy. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law). 3.2 Content, and the use of Content by us in any manner licensed or otherwise authorized by you, must not: (A) be libelous or maliciously false; (B) be obscene or indecent; (C) infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right; (D) infringe any right of confidence, right of privacy, or right under data protection legislation; (E) constitute negligent advice or contain any negligent statement; (F) constitute an incitement to commit a crime, instructions for the commission of a crime, or the promotion of criminal activity; (G) be in contempt of any court or in breach of any court order; (H) constitute a breach of racial or religious hatred or discrimination legislation; (I) constitute a breach of official secrets legislation; or (J) constitute a breach of any contractual obligation owed to any person. 3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint. Graphic Material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question. 4.2 Content must not depict violence (including violence against humans and animals), self-harm, or suicide. 4.3 Content must not encourage, promote, glamorize, or glorify violence (including violence against humans and animals), self-harm, or suicide. 4.4 Content must not be pornographic or sexually explicit. Factual Accuracy

5.1 Content must not be untrue, false, inaccurate, or misleading. 5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true. Negligent Advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, or accountancy advice, and you must not use the Services to provide any legal, financial, investment, taxation, or accountancy advisory services. 6.2 Content must not consist of or contain any advice, instructions, or other information that may be acted upon and could, if acted upon, cause death, illness, or personal injury, damage to property, or any other loss or damage. Etiquette

7.1 Content must be appropriate, civil, and in accordance with generally accepted standards of etiquette and behavior on the Internet. 7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory, or inflammatory. 7.3 Content must not be liable to cause annoyance, inconvenience, or needless anxiety. 7.4 You must not use the Services to send communications that are hostile or intended to insult, including such communications directed at a particular person or group of persons. 7.5 You must not use the Services for the purpose of deliberately upsetting or offending others. 7.6 You must not unnecessarily flood the Services with material relating to a particular topic or subject area, whether alone or in conjunction with others. Marketing and Spam

8.1 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam. 8.2 You must not send spam to any person using any email address or other contact details made available through the Services or that you find using the Services. 8.3 You must not use the Services to promote, host, or operate chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes, or similar letters, schemes, or programs. 8.4 You must not use the Services in any way that may result in the blacklisting of any of our IP addresses. Regulated Businesses

9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions, or any gambling-related activity. 9.2 You must not use the Services for any purpose relating to the offering for sale, sale, or distribution of knives, guns, or other weapons. Monitoring

10.1 You acknowledge that we do not actively monitor the Content or the use of the Services. Data Mining

11.1 You must not conduct any systematic or automated data collection, data mining, data extraction, or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services. Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy. Harmful Software

13.1 The Content must not contain or consist of, and you must not promote, distribute, or execute by means of the Services, any viruses, worms, spyware, adware, or other harmful or malicious software, programs, routines, applications, or technologies. 13.2 The Content must not contain or consist of, and you must not promote, distribute, or execute by means of the Services, any software, programs, routines, applications, or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer. Schedule 3 (Data Processing Information) Categories of Data Subjects

Individual clients, all named individuals granted access by the individual client, and the Client’s staff Types of Personal Data

Names, email addresses, phone numbers, profile pictures, roles/titles, dates of birth, medical information Purposes of Processing

For the provision of the services. The data will not be resold or shared with third parties. Security Measures for Personal Data

Encryption in transit between the client application and the server and encryption of data at rest within our databases and storage infrastructure. Sub-Processors of Personal Data: Google Cloud