THOMSON REUTERS TAX & ACCOUNTING PRODUCTS
- UNITED KINGDOM MASTER AGREEMENT

This Agreement and any Order Forms, addenda or Statements of Work (together with any special conditions and/or variations (“Special Conditions”) agreed between TRPUKL and the Client) which are incorporated by reference (collectively the "Agreement") sets forth the conditions upon which Thomson Reuters (Professional) UK Limited (Tax & Accounting Business), whose business addresses are at Monmouth House, 58-64 City Road, London EC1Y 2AL UNITED KINGDOM and Liverton Business Park, Exmouth, Devon EX8 2NR (“TRPUKL”) is willing to permit ___________________________________________ (“Client”) to access and use Thomson Reuters Tax & Accounting Products and Services (each as defined below). TRPUKL is a company incorporated in England and Wales with the registration number 1679046 and whose registered office address is at Five Canada Square, Canary Wharf, London E14 5AQ. The parties, intending to be legally bound, agree as follows:

  1. Definitions

    "Affiliates" shall mean any entity or individual controlling, or any entity controlled by or under common control with a party, as the case may be. For the purposes of this definition, "control", with respect to an entity, shall mean the right to exercise, directly or indirectly, 50% or more of the voting rights attributable to the operation of the controlled entity, and with respect to any individual, the possession, directly or indirectly, in whole or in part, of the power to direct or cause the direction of the management or policies of a party.

    "Hosted Application" shall mean a TRPUKL data processing program to which Client is granted certain access and usage rights hereunder, which is installed on and accessed from TRPUKL or TRPUKL Affiliates owned and/or controlled computer systems via the Internet.

    "Order Form" shall mean any TRPUKL order form or addendum detailing Products and/or Services provided and pricing and other related information (e.g. length of term) that Client and TRPUKL execute which is attached hereto and/or made a part hereof by reference. An Affiliate of TRPUKL may, with respect to certain Products or Services, enter into an Order Form, addendum or SOW with Client. In the event of the execution of an Order Form, addendum or SOW with a TRPUKL Affiliate, all of the terms of this Agreement shall be deemed to be incorporated into such Order Form, addendum or SOW (except as may be modified therein), provided that such Order Form, addendum or SOW makes reference to and incorporates this Agreement; and in such case, for purposes of such Order Form, addendum or SOW, the term “TRPUKL” as defined in this Agreement shall be deemed to refer solely to such Affiliate and not to TRPUKL. Such Affiliate shall be the party responsible for performance of, and all obligations and liabilities under such Order Form, addendum or SOW.

    "Product" shall mean one(1) or more Hosted Application(s) and/or Software application(s), as set forth on the applicable Order Form.

    "Services" shall mean those services, if any, performed by TRPUKL as set forth in any addenda, Order Form and/or SOW made part of this Agreement.

    "Software" shall mean the TRPUKL owned or licenced data processing program(s) installed on and accessed from Client owned and/or controlled computer systems for which Client is granted rights hereunder, and consisting of a series of instructions or statements in machine-readable form and/or any database consisting of a systematised collection of data in machine-readable form, but specifically excluding any Client data.

    "SOW" shall mean a statement of work, which is a separate document made part of this Agreement that details Services, if any, to be provided hereunder and to the extent applicable, additional terms specific to said Services.

    "Specifications" shall mean TRPUKL's published specifications for Products, as may be updated or amended from time to time as necessary due to updates, enhancements or changes to applicable tax code and/or accounting rules.

    "TRPUKL Materials" shall mean (i) those TRPUKL systems hosting the Products, the Hosted Applications, and all source code, applications and processes making up the Products and/or Services, (ii) any information about the same contained in the Specifications, the Product documentation, user, technical and training manuals or otherwise in whatever format, (iii) Product updates, modifications, enhancements, screen shots, layouts, text and user interfaces, and (iv) any and all concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and software contained in (i), (ii) or (iii) and/or which TRPUKL creates, acquires, owns or otherwise has or obtain rights to, in connection with its performance of Services under this Agreement.

  1. Term and Termination

    This Agreement shall become effective as of the latter date of both parties’ authorised signatures below (“Effective Date”) and shall remain in effect for as long as any Product and/or Service is provided to Client by TRPUKL under this Agreement for the period set forth in the applicable Order Form or SOW. The term set forth in an Order Form is only for the Product(s) and/or Services(s) provided for therein (the “Initial Term”), which term may be renewed for one or more additional subsequent term(s) (each a “Renewal Term”) upon the parties’ execution of a new Order Form. The Initial Term or Renewal Term of a particular Order Form shall continue for the period set forth in the applicable Order Form, unless this Agreement with respect to such Order Form is terminated as provided herein.

    1. Termination for Cause

      In the event of a failure by either party to conform or comply with any material term, covenant or obligation hereunder, the non-defaulting party shall notify the defaulting party in writing specifying with reasonable certainty the defaults claimed. The defaulting party shall have thirty (30) days thereafter within which to cure all of said defaults. If and in the event that the defaulting party shall not cure said defaults within the thirty (30) day period, the non-defaulting party shall have the absolute right without further notice to terminate the applicable Order Form, addendum or SOW which is the subject of such breach.

    2. Insolvency

      Either party may on or at any time after the occurrence of any of the following events, by giving written notice thereof to the other party, immediately suspend all performance hereunder and/or terminate this Agreement with respect to the applicable Order Form as of the date specified in the notice: (i) the other party passing a resolution for its winding-up or a court of competent jurisdiction making an order for the other party’s winding-up or dissolution; (ii) the making of an administration order in relation to the other party, or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the other party; (iii) the other party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or (iv) any event analogous to those set out in paragraphs (i) to (iii) in any relevant jurisdiction.

    3. Product Discontinuance

      In the event that TRPUKL discontinues the production, sale or licensing of any Product or Services, TRPUKL will give the Client reasonable advance notice of such discontinuation, and upon such date of discontinuation, TRPUKL shall have the right to terminate the applicable Order Form as to such discontinued Product or Service. As of the date of termination of such Order Form, TRPUKL shall credit to Client, on a pro-rated basis, any pre-paid fees for the discontinued Product and/or Service, and TRPUKL shall have no further obligation to provide support otherwise provided for in this Agreement.

  2. Grant of Software Licence

    To the extent Software is provided to Client by TRPUKL under this Agreement, the following Software licence shall apply. Upon execution of this Agreement by a duly authorised representative of TRPUKL, TRPUKL grants Client, without right to sublicence, a nonexclusive, nontransferable licence for the term set forth in the Order Form for each copy of the Software and related TRPUKL Materials ordered by and delivered to Client hereunder. Said Software and related TRPUKL Materials shall be used solely by Client and in accordance with the following terms and conditions:

    1. Delivery of Software shall have occurred when TRPUKL has (i) delivered possession of said Software to a common carrier, FCA TRPUKL shipping dock or (ii) made the Software available via download to a Client computer system, whichever is applicable to the Software. Client shall acquire only the right to use Software and related materials while the licence is in effect and shall not acquire any rights including, without limitation, rights of ownership or title, in any said Software or related TRPUKL materials.

    2. Client is hereby authorised to do the following:
      1. 1) use Software and related TRPUKL Materials at a Client owned and/or controlled site set forth in the Order Form or applicable Addendum (“Site”) solely in the conduct of its own business;
      2. 2) if applicable, print from CD or download in pdf format the Product documentation to use in support of the Software; and
      3. 3) make a reasonable number of copies of the Software in machine-readable form solely for the purpose of backup, live testing environments and/or failover and disaster recovery purposes. Client will include a copy of the proprietary notice, as set forth on the Software or in the form supplied by TRPUKL, on all such copies.
    3. Client is not authorised and shall not do the following:
      1. export (or use or access the TRPUKL Materials or the Product(s) in contravention of United States or any other applicable export laws), rent, lease, lend, sublicence, give, sell, resell, or otherwise transfer the TRPUKL Materials or the Product(s), or, except to the extent set forth in Section 6 hereto, permit any third party to access the TRPUKL Materials or the Product(s);
      2. remove or obscure TRPUKL's proprietary rights notices which are a part of the Products and/or the TRPUKL Materials;
      3. modify, reverse engineer, decompile or disassemble or develop any software derivative of or interfacing with the TRPUKL Materials or the Product(s), nor attempt to or permit any of the foregoing;
      4. use Product(s) to process the work of third parties or on any service bureau, time-sharing or any interactive or similar system except that Client may perform work using Product(s) for Affiliates, where such work is performed free of charge (intra-company charges being deemed free of charge hereunder) by Client at the Site;
      5. use, modify or copy Product(s) or TRPUKL Materials other than as authorised by this Agreement;
      6. operate or move Product(s) away from the Site, except for emergency processing purposes in the event the Site is damaged or rendered inoperable. Software may be relocated to a new Site provided Client (i) discontinues use of the Software at the former Site and (ii) provides to TRPUKL prompt written notification of such relocation and designation of a new Site;
      7. use or retain possession of the Product(s) or the TRPUKL Materials, or any copies thereof, after the expiration or termination of the applicable licence;
      8. use TRPUKL Materials to train third parties in the use and operation of the Product(s) other than those parties authorised under Section 6;
      9. link a Thomson Reuters Tax & Accounting website to any other website located on the Internet or world wide web; or
      10. copy the Software documentation provided by TRPUKL in printed form.
  3. Hosted Applications

    To the extent access to a Hosted Application is provided to Client by TRPUKL under this Agreement, TRPUKL grants to Client a limited, nonexclusive, nontransferable right to access the Hosted Application(s) solely in the conduct of its own business for the term set forth on the applicable Order Form, and the following additional terms and conditions shall apply:

    1. Client will be required to supply to TRPUKL certain information about Client’s system administrator including name, address, telephone number and other identifying information. Unless otherwise provided for in the applicable SOW, TRPUKL will set up a Client account ("Account") with this information, identifying Client by a confirmed e-mail address, and Client will be linked to Client’s Account through use of a password known only by Client, at which point Client access to the Hosted Application will be understood by all parties to have begun. It is Client’s responsibility to remember and protect Client’s password and to not give Client’s password to any other person. Client will be responsible for any liability that may occur (either to TRPUKL or Client) as a result of Client giving Client’s password to a third party or to unauthorised users within Client’s company.
    2. TRPUKL reserves the right to modify the Hosted Applications at any time in the sole exercise of its discretion due to changes in tax law, accounting rules, and/or TRPUKL’s security policy; provided, however that such changes shall not negate the warranty set forth in Section 12 for the Products.
  4. Services

    To the extent Services, as set forth on an Order Form and/or a SOW are provided under this Agreement, the following terms and conditions shall apply:

    1. Client Performance

      Client will provide TRPUKL with all such information, signoffs and assistance, as may be set forth in the applicable SOW, or as may be reasonably necessary or as TRPUKL may reasonably request to permit TRPUKL to provide the Services. In providing the Services, TRPUKL will be entitled to rely on all information and assistance provided by the Client. Client will remain solely responsible for the accuracy and completeness of all information provided and Client releases TRPUKL from any liability arising from the content and accuracy of any data or information provided by Client, and/or Client instructions to TRPUKL to take or refrain from taking particular tax treatments, accounting decisions, implementation decisions, or interpretations of applicable laws. For Services performed as a part of TRPUKL’s product implementation program, Client must deliver all necessary information to TRPUKL in a timely manner as is specified in the applicable SOW. If Client does not provide all necessary information in said timely manner, Client must request an extension of the timeframe in writing or otherwise forfeit Services performed as part of said implementation program.

    2. TRPUKL Services

      TRPUKL will be obligated only to perform the Services and provide those deliverables specified in the applicable SOW. Any changes in the scope of Services or deliverables must be set forth in writing and signed by TRPUKL and Client. Changes in the scope of Services or deliverables may result in additional fees to Client.

    3. Ownership of Information

      All documents and information supplied to TRPUKL by Client in connection with and/or pursuant to the SOW shall be the sole and exclusive property of Client. TRPUKL acknowledges that the TRPUKL Materials do not include any of the Client's confidential Information or tangible or intangible property, and TRPUKL shall have no ownership rights in such property.

    4. External Factors; Standards of Performance

      Client acknowledges that performance of the Services requires extensive analysis, balancing of complex business and financial considerations and the exercise of judgment, all requiring decisions by and direction from Client. Accordingly, TRPUKL will be deemed to have properly performed its obligations under this Agreement and the applicable SOW if it performs the Services with reasonable skill and care. TRPUKL has no responsibility to advise Client of, nor will it be liable to Client or any third party due to, any changes in the relevant laws, regulations, industry, market conditions or any other circumstances which may affect the Services. If there are any such changes, including changes in the Client's own business practices, Client acknowledges that it may need to re-evaluate the scope, content and suitability of the Services and deliverables. TRPUKL reserves the right to decline to perform any task related to the Services if information comes to its attention indicating that performing such task could cause TRPUKL to be in violation of applicable law, regulations or standards or in a conflict of interest, or to suffer reputational damage.

  5. Authorised Users

    Client agrees that the Products provided hereunder shall be used only by (i) Client and Client’s employees and (ii) subject to the following paragraph, third party agents requiring access in order to provide related services to Client.

    Client may allow access to the Products provided hereunder by a third party agent or consultant providing tax and/or accounting related services directly to Client, provided that (i) such third party does not also provide in the ordinary course of its business any product that competes or is capable of replacing any of the Products or Services; (ii) such third party only accesses said Products in order to perform said services for Client’s direct benefit and not for the benefit of any other person, party or entity (iii) such third party shall ensure that all of its personnel involved in using the Products shall attend at least such training as is normally provided to Client’s users of the Products and that all costs of such training are to be met by Client, including any costs charged by TRPUKL which will be at TRPUKL’s then standard rates for such training and (iv) such third party is bound in writing by licence restrictions and confidentiality obligations no less restrictive than those contained herein. Client will contact TRPUKL support resources for all third party support issues and agrees that TRPUKL will not be responsible for providing any support directly to a third party granted access to the Products provided hereunder. Furthermore, Client agrees to indemnify and hold TRPUKL harmless from and against liabilities, losses, costs, and expenses (including reasonable attorney's fees) incurred by TRPUKL in connection with such third party’s use of the Products, and/or breach of any confidentiality and/or licence obligations.

    Unless otherwise expressly stated on the applicable Order Form, access to the Products is limited to the number of users and/or entities (if applicable), as set forth on said Order Form.

  6. Payment and Pricing

    Client shall pay TRPUKL for Products and Services and, if applicable, shipping, in accordance with pricing set forth in a TRPUKL Order Form made part of this Agreement. Charges for additional software, products or services not set forth in any such Order Form will be in accordance with the charges and pricing policy set forth in the applicable TRPUKL schedule of charges in effect at the time such Products are ordered or Services provided. TRPUKL shall invoice all charges, and payment shall be due and payable within thirty (30) days of the date of invoice. All charges shall be paid in the currency set forth on the applicable Order Form, Addendum or Statement of Work. Charges are exclusive of, and Client shall pay Value Added Tax and other applicable sales, use, property and other taxes (other than for taxes imposed on or for TRPUKL corporate franchise or net income) now or hereafter levied or imposed by reason of TRPUKL providing Products and Services hereunder. With respect to Products where pricing is determined in part on the number of transactions or returns processed, in the event of a material increase in the scope of Client’s use of a Product, the parties shall, to the extent applicable with respect to such Product, renegotiate in good faith and modify pricing going forward to address any such increase.

    If the Initial Term or Renewal Term set forth on an Order Form has a duration of more than one year, TRPUKL reserves the right to increase pricing for each year after the first year of such Initial Term or Renewal Term by the greater of either four percent (4%) or the cost of living percentage increase as reported in the Retail Price Index (RPI). The percentage increase will be applied each year to the prior year's adjusted fee. In addition, upon execution of any new Order Form, TRPUKL reserves the right to modify pricing; provided, however, that the parties will mutually agree upon any such new pricing.

    If Client disputes any portion of an invoice, Client shall pay the undisputed portion in accordance with the terms herein, and Client shall submit to TRPUKL a detailed explanation for any charge that is subject to a good faith dispute. Any amount which Client fails to dispute within thirty (30) days of the invoice date shall be deemed to be accurate. TRPUKL and Client shall attempt to resolve billing disputes within thirty (30) days from the invoice date.

    If TRPUKL does not receive payment for invoiced charges not otherwise subject to a good faith dispute (including without limitation, licence fees, service fees and taxes) within thirty (30) days of the invoice date, Client’s account shall be considered past due and TRPUKL shall have the absolute right, upon ten (10) days notice, to stop service or terminate this Agreement with respect to the applicable Order Form.

  7. Intellectual Property Rights

    TRPUKL retains all ownership and use rights in the Product(s) and the TRPUKL Materials. The Product(s) and the TRPUKL Materials are subject to protection under the copyright and or trade secret laws, where applicable, and other intellectual property laws of the England and Wales and other jurisdictions. The rights granted in Section 3 above are the only rights that TRPUKL grants with regard to the Product(s) and the TRPUKL Materials and notwithstanding anything to the contrary, express or implied, there are no implied licences to any Product(s) or TRPUKL Materials, or to any other Thomson Reuters proprietary information, documentation, record or product (or to any part, portion or aspect thereof). TRPUKL or its suppliers own all rights in and to the Product(s) and the TRPUKL Materials and has full power and authority to grant the rights set forth herein, and TRPUKL retains all rights not specifically granted to Client in the Agreement.

  8. Support Services

    The following ongoing support services for Product(s) shall be provided during the term of this Agreement in consideration of Client’s timely payment of the applicable Product fees set forth in an Order Form: (1) any problem solutions as such solutions become known and published by TRPUKL, (2) corrections to material problems that TRPUKL is able to reproduce and/or diagnose, (3) enhancements to the Products provided hereunder which TRPUKL elects to incorporate into and make a part of the Products provided hereunder and does not separately market, and (4) telephone support for the use and maintenance of the Products provided hereunder.

    Support services to be provided by TRPUKL shall not include support of or for: (1) Products on equipment not identified by TRPUKL as an authorised device, (2) software and equipment not supplied by TRPUKL, or (3) Products not properly used or used in an operating environment not designated in the Specifications.

  9. Confidentiality

    With regards to the use, dissemination and disclosure of certain non public, confidential or proprietary information to be exchanged between one party (the “Disclosing Party”) to the other party (“the Recipient”), which shall include, without limitation, (i) Client’s non-public information, (ii) the TRPUKL Materials, Products and Services, (iii) information relating to either party’s customers and their non-public information and (iv) all other exchanged software, data, information and materials marked as confidential or that should otherwise be understood to be confidential in the reasonable exercise of the receiving party’s judgment, all of which shall hereinafter be referred to as the “Information”, each party agrees that:

    1. The Information will be kept confidential and each party shall (i) use the Information only for the purpose of performing its duties under this Agreement and (ii) exercise diligence to maintain all Information in confidence, meaning at least the same precautions and standard of care which a reasonable person in such business would use to safeguard their own proprietary information but not less than the same standard of care that each party uses to protect its own confidential information of a similar nature.
    2. Disclosure of the Information shall be limited to only (i) the Recipient’s employees who need to know the Information in connection with their normal duties and who shall agree to be bound by the obligations at least as protective as set forth in this section and (ii) third party agents as provided for in Section 6 hereto, and shall not be distributed or disclosed in whole or in part to any other employees and/or third parties within or without the Recipient’s organisation, without prior written consent of the Disclosing Party.
    3. The term “Information” does not include information that (i) is or becomes generally available to the public other than as a result of disclosure by the Recipient or anyone to whom the Recipient discloses the Information, (ii) becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party who is not bound by a confidentiality agreement with the Disclosing Party, (iii) was known to the Recipient or in its possession prior to the date of disclosure by the Disclosing Party, (iv) is disclosed with the Disclosing Party’s written permission, or (v) is independently developed by the Recipient without reference to the Information.
    4. Upon the termination or expiration of this Agreement, upon Disclosing Party's request, Recipient shall promptly either (i) return the Information to the Disclosing Party, including any copies or extracts thereof, or (ii) destroy the Information (to the extent permitted by applicable law or regulation) and, at the Disclosing Party’s request, certify in writing that such Information has been returned or destroyed and that no copies thereof, except such copies specifically provided for in this Agreement or other agreement(s) between the parties, have been made or retained. Notwithstanding the foregoing, TRPUKL may retain any Information of Client that it is required to keep for archival or compliance purposes or that it would normally retain as part of its system back-up procedures, subject to TRPUKL’s continued performance of its confidentiality obligations with respect to such Information.
    5. In the event that the Recipient becomes legally compelled to disclose any of the Information, it will provide the Disclosing Party with prompt notice, to the extent Recipient is permitted to do so, so that the Disclosing Party may seek a protective order or other appropriate remedy, and/or authorise the Recipient to release the information. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party authorises Recipient to release the Information, the Recipient will furnish only that portion of the Information which it is legally required to disclose, and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information.
    6. If any action by Recipient shall require the consent or approval by the Disclosing Party, such consent to or approval by the Disclosing Party to such action on any one occasion shall not be deemed a consent or approval of any other action on the same or any subsequent occasion.
    7. In the event of any breach of the obligations set forth in this section by the Recipient or its representatives, the Disclosing Party could be irreparably and immediately harmed and may not be made whole by monetary damages. Without prejudice to any rights and remedies otherwise available, the Disclosing Party shall be entitled to seek equitable relief by way of injunction in the event of a breach of any provision of this section.
    8. The obligations of confidentiality set forth herein shall govern all communications and disclosure/receiving of Information between Client and TRPUKL and shall continue for a period of three (3) years following expiration or termination of this Agreement.
  10. Infringement Indemnification

    TRPUKL shall defend and indemnify Client at TRPUKL’s expense in any suit, claim, action or proceeding brought against Client alleging that Client’s use of the Product(s) provided hereunder directly infringes upon a patent issued by a country where the applicable Product is licensed to be installed in accordance with this Agreement and accompanying Order Form, a copyright or a trademark (each, a “Claim”), provided TRPUKL is (i) promptly notified, (ii) given the assistance required by Client (at TRPUKL’s expense), and (iii) permitted to retain legal counsel of its choice and to direct the defense. TRPUKL also agrees to pay any damages and costs awarded against Client by final judgment of a court, or the amount of any agreed settlement regarding any such Claim. TRPUKL shall have no liability for settlements, obligations or costs incurred without its prior written consent. Should Client’s use of the alleged infringing Product(s) be enjoined, or in the event that TRPUKL desires to minimise its potential liability hereunder, TRPUKL will, at its option and expense, (i) substitute non-infringing software and/or hosted applications with functionality which is substantially similar to that of the allegedly infringing Product; (ii) modify the infringing Product so that it no longer infringes but its functionality remains substantially equivalent; or (iii) obtain for Client the right to continue use of such Product. If, in TRPUKL's sole discretion, none of options set forth in the foregoing sentence is commercially reasonable, TRPUKL will terminate this Agreement with respect to the allegedly infringing Product(s) and refund to Client on a pro-rated basis, any pre-paid fees for the allegedly infringing Product(s). The foregoing states the entire liability and obligations of TRPUKL and client’s sole remedy for infringement, alleged infringement, or any breach of warranty of non-infringement, express or implied. This obligation to defend and indemnify shall not apply to any alleged infringement based upon any combination by Client of equipment, processes or software with TRPUKL's products and services.

  11. Warranties

    TRPUKL warrants that when used in accordance with the Specifications, the Products provided hereunder will conform to applicable Specifications in effect as of the date of delivery. In the event of the Product’s failure to so conform, TRPUKL, at its sole option, will repair or replace said Product to the extent TRPUKL shall deem reasonably necessary to restore the item to perform in accordance with the applicable Specifications. In the event that TRPUKL is unable to provide the remedy set forth above within a commercially reasonable period of time, TRPUKL shall credit to Client any pre-paid fees, pro-rated based upon the period of time that Client was unable to use such defective Product, and Client’s licence to such Product shall then cease. The foregoing warranty does not apply to Software to the extent such Software (i) has been modified by any party other than TRPUKL, or without TRPUKL’s prior written consent; (ii) has been improperly installed by Client or installed by anyone other than TRPUKL or (iii) is used in a manner other than as authorised under this Agreement. The remedies set forth in this paragraph are Client’s sole and exclusive remedies, and TRPUKL's sole and exclusive liability, for the failure of the Product to conform to the Specifications.

  12. Disclaimers

    Other than the warranties specifically set out in this Agreement, TRPUKL makes no warranties and Client shall be deemed to have accepted the Products and any Services provided "as is" and "where is," and without any additional warranty of any kind. TRPUKL makes no warranty of suitability, merchantability or fitness for purpose or warranty that the Services or Products offered or provided will meet Client’s requirements, nor does TRPUKL warrant that the Services or Products are error free or that their use will be uninterrupted.

    Client waives all other related warranties, express or implied, including without limitation, any implied warranty of merchantability, fitness for an intended or particular purpose, time of performance or otherwise.

    Client assumes sole responsibility and entire risk as to the suitability and results obtained from use of the Products and Services, and any decisions made or actions taken based on the information contained in or generated by the Products and Services. Client understands and agrees that results obtained from use of and TRPUKL support received concerning said Products and Services (i) will not, under any circumstances, be considered tax, legal or accounting advice and it would be advisable for Client to obtain such advice from its lawyer, accountant, or tax or other business advisor, (ii) do not relieve Client of responsibility, including its responsibility to any third party, for the preparation, content, accuracy and review of, or the appropriate tax and/or accounting treatment of, items reflected on its tax returns or financial statements, and (iii) are intended solely to supplement the knowledge of accounting, tax and other business professionals regarding tax planning, accounting, compliance, and related business matters, and are not meant to replace sound professional judgment or individualised attention of such professionals or Client circumstances.

  13. Limitation Of Liability

    For all claims of damages during any twelve (12) month period relating to TRPUKL's performance under this Agreement, including penalties and interest, and regardless of the form of claim or action, whether in contract, tort, strict liability or otherwise, including without limitation, claims regarding the Products, Services, any deliverables or any other undertakings promised herein or under a SOW, or for any TRPUKL error or other breach of its obligations hereunder, TRPUKL's total liability shall not exceed an amount equal to the fees paid by Client to TRPUKL under this Agreement for the applicable Product(s) or Services which forms the basis of such claim(s), during such twelve (12) month period. In the event that this Agreement has been in effect for less than twelve months, then such liability shall be calculated by multiplying the average of the total fees paid by Client for the applicable Product(s) or Services during such months by twelve (12). The foregoing limitation shall not apply to TRPUKL’s obligation to indemnify Client for infringement as provided for in Section 11.

    In no event shall TRPUKL be liable for: (a) indirect, exemplary, incidental, special or consequential damages or costs or damage of any nature whatsoever whether foreseeable or not, even if TRPUKL has been advised of the possibility of such damages; (b), lost or damaged data and loss (whether direct or indirect) of profit, business, revenue, anticipated savings or goodwill, whether foreseeable or not, even if TRPUKL has been advised of the possibility of such damages; (c) any increased cost or expenses; (d) penalties, interest or taxes assessed by a taxing authority, except to the extent expressly provided for in an order form or addendum to this agreement; (e) third party claims against TRPUKL or Client (except for infringement claims as expressly provided for in section 11 hereto); or (f) damages to the extent they arise because Client has failed to perform its responsibilities under this agreement, or Client contributed or acted as an intervening cause.

    Nothing in this Agreement shall operate or have effect so as to limit or exclude a party’s liability for fraudulent misrepresentation or for death or personal injury caused by negligence.

  14. Professional Responsibility and Indemnity

    Although the Products provided hereunder are tools to assist Client in the preparation of, as applicable, tax returns, financial statements and/or other tax and accounting related documents (“Tax Documents”), Client is solely responsible for the content, elections, accuracy and timely submission of all such Tax Documents. Client agrees to defend, at Client’s own expense, indemnify and hold TRPUKL harmless against liability (including without limitation, reasonable attorneys' fees, penalties and interest) arising directly or indirectly from any suit, claim or proceeding brought against TRPUKL by any party based upon preparation, submission or filing of Tax Documents through use of TRPUKL Products by or on behalf of Client.

  15. Data Security

    1. TRPUKL and Client shall each comply with data protection laws, to the extent applicable to such party’s performance of its respective obligations under this Agreement. TRPUKL shall use reasonable care to provide a secure environment for receipt and transmission of information. TRPUKL disclaims all liability for damages to the extent arising from: (i) the failure of services provided by third parties (e.g., telecommunications carriers), (ii) the disclosure or dissemination of information during transmission to and from the Hosted Application, although TRPUKL encrypts such information during transmission; and (iii) delays or errors related to the Hosted Application caused by systems or components outside of the TRPUKL network, including but not limited to Client hardware, software and/or networking systems, telecommunications systems, Internet access, telephone access lines and telephone and communications equipment.
    2. (b) On an annual basis, upon Client’s request, Client will have the right to review the results of any independent third party security assessments, vulnerability testing and internal disaster recovery testing that may be available for the Hosted Applications containing Client information. Following such review, TRPUKL shall provide to Client additional information as may be reasonably requested in writing concerning TRPUKL data security not otherwise contained in said results.
    3. (c) TRPUKL shall, as soon as is reasonably possible, notify Client of any actual, attempted or threatened breaches in security, or unauthorised or suspicious access to the Hosted Application indicating that an individual may have damaged, or intends to damage the Hosted Applications or gain unauthorised access to the Hosted Applications in a way that would adversely affect Client information, including any corruption, loss or mis-transmission of data, or any breach of data security during transmission and storage. In the event of any such security breach, TRPUKL shall perform a root cause analysis to identify the cause of such security breach and shall, on an expedited basis, provide to Client a report detailing the cause of such a security breach.
  16. Force Majeure

    TRPUKL will not be liable for any damages or injury caused by any delay in or failure or defect of performance under this Agreement, or be liable for any other consequences, damage, injury or loss, caused by or resulting from any act, event, occurrence, or cause beyond its reasonable control, including without limitation, failure of telecommunications or Internet services, war, vandalism, sabotage, terrorism, accidents, epidemics, quarantines, fires, explosions, earthquakes, floods, strikes, labour disputes, shortages or delays in obtaining suitable material, labour or transportation, interruption of utility services, acts of any government unit or agency thereof, or acts of the other party, or any similar cause.

  17. Assignment

    Neither party may assign its rights and remedies nor transfer its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; however, upon written notice to the other party, either party may assign this Agreement to any present or future parent, subsidiary, or Affiliate, or as part of the sale of its business using the Products and Services provided hereunder, or pursuant to any merger, consolidation, or other reorganisation, without the other party's consent. An assignee of either party, as authorised hereunder, shall assume all of the rights and obligations of the assigning party set forth in this Agreement.

  18. Limitation of Actions

    Client may not assert any cause of action against TRPUKL more than one (1) year after the date the cause of action accrues.

  19. Governing Law

    This Agreement shall be governed by and construed in accordance with the laws of England and Wales (without regard to principles of conflicts of law). Each of the parties expressly and irrevocably consents to the exclusive jurisdiction of the courts of England and Wales for the purpose of any action relating to this Agreement and expressly and irrevocably waives, any objection which it may have to the laying of venue of any action brought in any court and any claim that any action has been brought in an inconvenient forum.

  20. Miscellaneous

    (i) Any notice given hereunder shall be written, delivered personally, by certified mail or nationally recognised overnight carrier, addressed in the manner below and deemed to have been given when received. (ii) Should any part of this Agreement be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed null and void and severed from this Agreement for all purposes and the remainder of this Agreement shall remain in full force and effect. (iii) Any delay or failure to exercise any right or remedy or to complain of any act or omission under this Agreement shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder, nor shall any express waiver constitute a continuing waiver. The waiver by either party at any time, expressed or implied, of any breach or attempted breach of the obligations set forth in this Agreement shall not be deemed a waiver of or a consent to any subsequent breach or attempted breach of the same or any other type. (iv) Except as expressly limited in this Agreement, all of the rights of either party under this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law or in equity, and may be exercised separately or concurrently. (v) For the avoidance of doubt, the provisions of this Agreement shall apply to the Tax & Accounting business of Thomson Reuters (Professional) UK Limited only and not any of the other businesses within Thomson Reuters (Professional) UK Limited (currently Legal, GRC, IP Solutions, Scientific, Healthcare unless specifically agreed on the relevant Order Form, addendum or SOW). (vi) Any rights conferred on third parties pursuant to the Contracts (Rights of Third Parties) Act 1999 will be excluded except (a) in respect of any assignee of the TRPUKL pursuant to the provisions of Clause 18; and (b) any employee, agent or sub-contractor of TRPUKL or an Affiliate of TRPUKL will be entitled to the benefit of the exclusions of and limitations on TRPUKL’s liability contained in this Agreement including without limitation Clause 14. vii) Notwithstanding Section 2(1) of the Contract (Rights of Third Parties) Act 1999 the parties are entitled to vary any terms of this Agreement without notifying or seeking consent of any third party.

  21. Survival

    Sections 3(c), 8, 10 (for the time period specified in subsection 10(h)), 11, 13, 14, 15, 19, 22 and 23 shall survive termination or expiration of this Agreement.

  22. Entire Agreement

    This Agreement constitutes the entire understanding between TRPUKL and Client concerning TRPUKL’s provision of and Client’s access to TRPUKL Materials, Product(s), and/or Services, and supersedes all other agreements between the parties with respect to the subject matter herein, including without limitation any terms and conditions appearing on a purchase order or other form(s) used by Client, or any click-through or shrink wrap terms and conditions which may be provided with any TRPUKL Product or Service. To the extent that any terms and conditions set forth in a SOW, Order Form or Addendum conflict with the terms of this Agreement, such terms shall prevail only to the extent that they specifically reference by section a term of this Agreement to be amended. Client acknowledges that it has not been induced to enter into this Agreement by any representation or warranty (whether made negligently or innocently) other than those contained in this Agreement and, having negotiated and freely entered into this Agreement, agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless in writing and signed by both parties.