THOMSON REUTERS
DIGITA PRODUCTS ADDENDUM

TO THE THOMSON REUTERS TAX & ACCOUNTING PRODUCTS - UNITED KINGDOM MASTER AGREEMENT BETWEEN THOMSON REUTERS (PROFESSIONAL) UK LIMITED, (TAX & ACCOUNTING BUSINESS) ("TRPUKL") AND ("CUSTOMER")

WHEREAS TRPUKL and Customer have entered into a Thomson Reuters Tax & Accounting Products – United Kingdom Master Agreement for Customer’s use of TRPUKL Products and Services (“Agreement”):

This addendum together with any special conditions and/or variations (“Special Conditions”) agreed between TRPUKL and the Client (“Addendum”) is by and between TRPUKL and Customer and sets forth additional and/or alternate terms and conditions to the Agreement, but only with respect to TRPUKL’s providing and Customer’s receipt and/or use of Digita Products. To the extent set forth herein, the provisions of this Addendum are incorporated into and made a part of the Agreement by this reference. Should any term or condition of this Addendum conflict with any other term or condition of the Agreement with respect to any of the Digita Products, this Addendum shall govern. Any terms defined in the Agreement shall have the same meaning herein.

For the avoidance of doubt, the Client named the Agreement shall be the Customer for the purposes of this Addendum.

  1. Definitions

    The following additional definitions shall be inserted into the Agreement:

    "Client" shall mean a customer or client of Customer;

    "Initial Term" means the "Order Term in Years" as set forth in the initial Order Form;

    "Minimum Specification" shall mean the minimum hardware specification on which the Product will run, as published by TRPUKL on the Digita website (www.digita.com) and which may be updated or amended from time to time;

    "Output" shall mean any completed forms and/or other form of output, reports, documents, computations or accounts produced by use of the Product;

    "Read Only Mode" shall mean the operational mode of the Product which permits access to, viewing and printing of archived data but which disables all other functionality in the Product which, for the avoidance of doubt, shall include adding new data, and the editing and deletion of archived data;

    "Read Only PIN" shall mean an access code to the Product, supplied or made available to Customer by TRPUKL, which puts the Product into Read Only Mode;

    "Read Only Software" shall mean a Product which is a software application that is configured to automatically switch to Read Only Mode on a specified date;

    "Renewal Term" is as defined in clause 2.2.;

    "Term" means the "Order Term in Years" as set forth in the Order Form;

    The definition of "Order Form" shall be deleted and replaced with the following definition:

    "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 Customer and TRPUKL execute which is attached hereto and/or made a part hereof by reference and shall be deemed to extend to any renewal of the said Order Form made in accordance with the renewals process set out in clause 2.2. An Affiliate of TRPUKL may, with respect to certain Products or Services, enter into an Order Form, addendum or SOW with Customer. 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.

    The definition of "Specifications" shall be deleted and replaced with the following definition:

    "Specifications" shall mean the instruction manuals, user guides and Helpfiles within the Products (in each case as amended and/or updated from time to time) made available to the Customer by the TRPUKL in either printed or electronic form.

  2. Clause 2 - Term and Termination

    The first sub-clause of clause 2 shall be deleted and replaced with following sub-clauses clauses:

    “2.1 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 Customer by TRPUKL under this Agreement for the period set forth in the applicable Order Form or SOW. The Term set forth in the Order Form is only for the Product(s) and/or Services(s) provided for therein. Where the Term set forth in an Order Form has a duration of more than one (1) year, this Agreement with respect to that Order Form will automatically expire at the end of the Initial Term. Thereafter the Term may be renewed for one or more additional subsequent term(s) upon the parties’ execution of a new Order Form. Where the duration is one (1) year (or less), it shall be renewed for one or more Renewal Terms in accordance with the renewals process set forth below. The Initial Term or Renewal Term of a particular Order Form shall continue for the period set forth in the Order Form, unless this Agreement with respect to an Order Form is terminated as provided herein.

    Renewal Process

    2.2 Where the Initial Term or Renewal Term set forth in an Order Form has a duration of one year (or less), at the end of the Initial Term, or any subsequent Renewal Term, this Agreement with respect to the applicable Order Form shall be automatically renewed for successive periods of one (1) year (“Renewal Term”) at the pricing calculated in accordance with clause 7(2) and as set forth in the applicable renewal invoice (“Renewal Price”). Customer will be deemed to have accepted the renewal for the forthcoming Renewal Term at the Renewal Price UNLESS written notice of termination is received by TRPUKL within thirty (30) days of the date of the invoice therefor whereon the said renewal invoice will be cancelled.

    2.3 Post expiry/termination provisions

    On expiry or termination of this Agreement with respect to the applicable Order Form, the following provisions shall apply:

    (a) Unless otherwise agreed by TRPUKL, Customer may only continue using the Read Only Software in Read Only Mode in accordance with the following: where this Agreement with respect to the applicable Order Form is (i) terminated prior to its next renewal date Customer will cease all use of the Read Only Software and TRPUKL will provide Customer with a Read Only PIN. On receipt of the Read Only PIN, Customer shall immediately enter the Read Only PIN into the Read Only Software in accordance with TRPUKL’s instructions to switch the Read Only Software to Read Only Mode and may thereafter continue using it in Read Only Mode; or (ii) expires, the Read Only Software will switch automatically to Read Only Mode.

    (b) Any use of the Read Only Software after expiry or termination of this Agreement shall be subject to the provisions of clause 22 of the Agreement.

    (c) In respect of the non-Read Only Software and any Hosted Application(s), on termination or expiry of this Agreement with respect to the applicable Order Form Customer shall make no further use of the said Product(s) and, where relevant, shall return to TRPUKL all copies of the whole and any part of the said Product(s) (or, if requested by TRPUKL, shall destroy the same and certify in writing to TRPUKL that they have been destroyed).

    (d)TRPUKL shall be under no obligation to provide any Support Services to Customer once the Agreement with respect to the applicable Order form has expired or has been terminated whether or not there is continued use in Read Only Mode.

    A new sub-clause (d) shall be added to clause 2 as follows:

    “(d) Termination for convenience. Either party may terminate this Agreement with respect to the applicable Order Form by giving to the other written notice of not less than 30 days whereon this Agreement, with respect to the applicable Order Form will expire at the end of the Initial Term or the then-current Renewal Term as the case may be.”

  3. Clause 3 - Grant of Software Licence - Customer is hereby authorised to do the following

    Sub-clause 3(b)(1) shall be deleted and replaced with the following 2 sub-clauses and the subsequent sub- clauses shall be re-numbered accordingly:

    “1) subject to sub-clause (2) below, use Product(s) to process the work of its Clients and its Affiliates (whether on Customer’s site, Affiliate’s site, Client’s site or remotely), where in the case of Affiliates, such work is performed free of charge (intra-company charges being deemed free of charge hereunder);
    2) use the Software for the number of Outputs and/or Clients as set forth in the applicable Order Form;”

  4. Clause 3 - Grant of Software Licence - Customer is hereby not authorised to do the following

    Sub-clause 3(c)(4), 3(c)(6) and 3(c)(9) shall be deleted; sub-clause 3(c)(5) shall be renumbered as sub clause 3(c)(4).

    Sub-clause 3(c)(7) shall be deleted and replaced with the following and re-numbered as sub-clause 3(c)(5) with the subsequent sub-clauses being renumbered accordingly:

    “5) use and/or retain possession of the Software or the TRPUKL Materials (or any copies thereof) after the expiration or termination of applicable licence otherthan in accordance with the provisions of sub-clause 2.3.“

  5. Clause 7 – Payment and Pricing

    The first sub-clause of clause 7 shall be numbered 7(1)

    The second sub-clause of clause 7 shall be deleted and replaced with the following two sub clauses 7(2) and 7(3) and the remaining sub clauses in clause 7 numbered as sub clauses 7(4) and (5) respectively.

    “7(2) TRPUKL reserves the right to increase pricing for each year after the first year of the Initial Term or Renewal Term (as the case may be) 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 EXCEPT the foregoing increase shall not apply where the Initial Term or Renewal Term set forth in an Order Form has a duration of more than one year and it has been agreed by TRPUKL (in writing) that the pricing on the Order Form has been fixed for the period of the Initial Term or the Renewal Term (as the case may be). 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.”

    “7(3) Sums due under this Agreement with respect to the applicable Order Form may only be paid in instalments and/or by standing order with the written agreement of TRPUKL and may incur an administration fee which will be set out in the applicable Order Form.”

  6. Clause 9 - Support Services

    Sub-clause 4 of the first sub-clause of clause 9 shall be amended to read as follows:

    “(4) telephone support for the use and maintenance of the Products provided hereunder provided between 0900 and 1700 hours (United Kingdom time), Monday to Friday, excluding English public and bank holidays. TRPUKL has provided “Helpfiles” within the Product which Customer agrees should be Customer’s first point of reference for a problem it has with access to and use of the Product”

    Sub-clause 3 of the second sub-clause of clause 9 shall be amended to read as follows:

    “3) Products not properly used or used in an operating environment not designated in the Specifications and/or not updated by the current updates and patches;”

    A new sub-clause shall be added to the second sub-clause of clause 9 as follows:

    “4) Customers who run the Products on hardware that does not comply with the Minimum Specification.”

    A new third sub-clause shall be added to clause 9 as follows:

    “Customer accepts full responsibility for installation of updates to the Products provided to the Customer by TRPUKL and for regularly and adequately backing up its own data and software which may be affected by the use and/or operation of the Products.”