pgi service agreement pgi use only filenote 3-the rates provided in this proposal are based on...

PGi Service Agreement

Order / Contract Number:

Account Number:

PGi Use Only

Version 25.08.2015

192543

Quotation Date: 23/09/2017

Contact Name: Shelley Werner Office: Ireland

Address: West Cork Technology Park, Clonakilty, County Cork, Ireland

PGi Name: Premiere Conferencing Ireland Ltd, trading as “PGi”

Company Name: Crown Commercial Services

Phone: Fax:

Contact Name: Contact Email:

Address:

Term: 1 Year

PGi Information:

Phone: + 353 23 883 2417

Company Information:

PGi Service Agreement Details:

Start Date: 30-November-2015

PGi Company Registration No: 350634

Company Business No/VAT No:

E-mail: [email protected]

Mobile:

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Order / Contract Number 18455

Services and Pricing Schedule

GBP - English

Rate GlobalMeet Audio GBP

Audio rates are on a per minute basis NAT Band 1

Services and Pricing Schedule

GBP - English

Rate PGi Audio Enablement for Skype for Business GBP

Per Named User/Month PGi Audio Enablement Skype for Business Online 1-249 Users

£1.25

Per Named User/Month

PGi Audio Enablement Skype for Business Online 15000-20000 Users

£1.10

Per Named User/Month PGi Audio Enablement Skype for Business Online 2400-5999 Users

£1.00


PGi Audio Enablement Skype for Business Online 250-2399 Users

£0.95


PGi Audio Enablement Skype for Business Online 6000-14999 Users £0.75

The negotiated rates under this Schedule may have additional fees, surcharges or taxes applied. Please read carefully the billing footnotes under the Terms and Conditions.

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Services and Pricing:

Parties to the agreement This Agreement is made and entered into on 30-November-2015 by and between Crown Commercial Services and Premiere Conferencing Ireland Ltd (“PGi”), having its principal place of business at West Cork Technology Park, Clonakilty, Co. Cork Ireland. Company Registration No. 350634

Term The term of this agreement shall be 1 Year from the Effective Date (the “Term”). Thereafter, this Agreement shall be automatically renewed for successive one (1) year terms (each a “Renewal Term”; the Initial Term and Renewal Terms are collectively the “Term”), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than thirty* (30) days prior to the end of the “Term”. In compliance with the notice requirement in the Agreement, such notification must be sent by email to <mailto:[email protected]> or by prepaid registered mail to EUContracts, PGi, West Cork Business & Technology Park, Clonakilty, Co. Cork, Ireland.For the avoidance of any doubt, in the case that Customer has subscribed for GlobalMeet and/or iMeet Named User Licenses (as defined under this Agreement) the agreed Initial Term or any Renewal Term is binding. In the event that Customer wishes to terminate before the end of the Term in place, Customer must provide PGi with notice in writing and Customer will remain responsible for any and all fees and charges payable under this Agreement through the end of the Term that will become due within 30 days from the effective date of termination.

*Please note for termination of web meetings microsites, 45 days notice period will be required.

Customer hereby engages Premiere Conferencing Ireland Ltd (“PGi”) and agrees to pay PGi any additional fees and charges, where applicable. This agreement is subject to PGi’s Standard Terms and Conditions which are available at <http://uk.pgi.com/terms-of-service/>. By signing and entering into this Agreement the Customer acknowledges and covenants that it has read, understood and agreed to comply with this Agreement and the Terms & Conditions. Agreed rates are attached to this document.

Pricing Footnotes: Note 1 -This quotation is valid for 60 days from 23/09/2015 Note 2 - Agreed rates are attached to this document. Where no rates have been agreed, PGi standard list rates will apply. For further information, please contact your Account Manager. Note 3 -The rates provided in this proposal are based on customer estimated volumes. Should actual traffic volumes fall below the estimated levels, PGi reserve the right to review and renegotiate rates. Note 4 - Freephone pricing indicated designates freephone access from landline unless otherwise specified. Please note that additional charges may be incurred should freephone numbers be dialled via mobile phone and/or payphone. Note 5 - Pricing for moderator dial out is specific to dial out to landline unless otherwise specified. Additional charges may be incurred for dial out to mobile phones.

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Banding Footnotes: See below for PGi standard automated meetings banding. Please note that the structure of the banding and locations may vary,

subject to individual client requirements and customisation on a per location basis.

Automated Meetings - (NAT) Local Access Locations NAT BAND 1: France (0811, Paris), Germany (01801, Frankfurt, Munich), Ireland (1890*, Dublin), UK (03), United States. NAT BAND 2: Austria (Vienna), Belgium (Brussels), Bulgaria (Sofia), Canada (Calgary, Montreal, Toronto, Vancouver), Italy (Milan, Rome), Netherlands (Amsterdam), Spain (Barcelona, Madrid), Sweden (Stockholm), Switzerland (Geneva, Zurich) NAT BAND 3: Australia (Brisbane, Melbourne, Sydney), Denmark (Copenhagen), Estonia (Tallinn), Finland (Helsinki), Hungary (Budapest), Israel (Tel Aviv), Latvia (Riga), Lithuania (Vilnius), Luxembourg (Luxembourg), Norway (Oslo), Poland (Warsaw), Portugal (Lisbon), Romania (Bucharest), Russia (Moscow), Slovakia (Bratislava), Slovenia (Ljubljana), South Korea (Seoul) NAT BAND 4: Czech Republic (Prague), Greece (Athens), Hong Kong (Hong Kong), Japan, Malaysia** (Kuala Lumpur), Mexico (Mexico City, Guadalajara, Monterrey), New Zealand (Auckland, Christchurch, Wellington), Singapore (Singapore), South Africa (Johannesburg), Taiwan (Taipei) NAT BAND 5: Argentina (Buenos Aires), Bahrain (Manama), Brazil** (Rio de Janeiro, San Paulo), Chile (Santiago), China (Beijing, Shanghai, 400), Colombia (Bogota), Costa Rica (San Jose), India** (Bangalore, Chennai, Delhi, Mumbai), Panama (Panama City), Peru (Lima), Turkey (Istanbul), Venezuela (Caracas) NAT BAND 6: Morocco (Casablanca), Nigeria (Lagos), Philippines, (Manila) Automated Meetings - International Freephone (IFF) Access Locations IFF BAND 1: Canada, France, Germany, Ireland, UK, United States IFF BAND 2: Austria, Belgium, Denmark, Hong Kong, Italy, Luxembourg, Malaysia**, Netherlands, New Zealand, Singapore, Sweden, Switzerland IFF BAND 3: Australia, Bulgaria, Finland, Greece, Hungary, Israel, Latvia, Lithuania, Poland, Portugal, Russia, South Korea, Spain IFF BAND 4: Cyprus, Czech Republic, Japan, Mexico, Norway, Slovakia, Slovenia IFF BAND 5: Argentina, Brazil, Chile, Croatia, Iceland, India**, Indonesia, Romania, South Africa, Taiwan, Thailand, Turkey, Uruguay IFF BAND 6: Bahrain, China, Colombia, Costa Rica, Estonia, Panama, Peru, Philippines, Ukraine, Venezuela IFF BAND 7: Belarus, Egypt, Fiji, Kazakhstan***, Morocco, Oman, Saudi Arabia, United Arab Emirates, Vietnam***, Qatar Automated Meetings - Moderator Dial Out to Landline (MDO) Access Locations MDO BAND 1: Canada, France, Germany, Ireland, UK, United States MDO BAND 2: Belgium, Italy, Netherlands, Spain, Sweden, Switzerland MDO BAND 3: Australia, Austria, Croatia, Cyprus, Denmark, Estonia, Finland, Hungary, Israel, Latvia, Lithuania, Luxembourg, Norway, Poland, Portugal, Romania, Russia, Singapore, Slovakia, Slovenia, South Korea, Turkey MDO BAND 4: Argentina, Bulgaria, Chile, Czech Republic, Egypt, Greece, Hong Kong, India, Indonesia, Japan, Malaysia, Mexico, New Zealand, Panama, Peru, Philippines, Saudi Arabia, South Africa, Taiwan, Thailand, Ukraine, Uruguay, Venezuela MDO BAND 5: Rest for World MDO BAND 6: Bahrain, Brazil, China, Iceland

Automated Meetings - Moderator Dial Out to Mobile (MDOM) Access Locations MDOM BAND 1: Canada, France, Germany, Ireland, UK, United States MDOM BAND 2: Belgium, Italy, Netherlands, Spain, Sweden, Switzerland MDOM BAND 3: Australia, Austria, Croatia, Cyprus, Denmark, Estonia, Finland, Hungary, Israel, Latvia, Lithuania, Luxembourg, Norway, Poland, Portugal, Romania, Russia, Singapore, Slovakia, Slovenia, South Korea, Turkey MDOM BAND 4: Argentina, Bulgaria, Chile, Czech Republic, Egypt, Greece, Hong Kong, India, Indonesia, Japan, Malaysia, Mexico, New Zealand, Panama, Peru, Philippines, Saudi Arabia, South Africa, Taiwan, Thailand, Ukraine, Uruguay, Venezuela MDOM BAND 5: Rest for World MDOM BAND 6: Bahrain, Brazil, China, Iceland Additional automated banding and banding for Operator Assisted Meetings are available on request from your Account Manager. * Not available via mobile ** Enhanced Authentication Required ***When Available

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IMPORTANT- READ CAREFULLY: BY USING THE SERVICES YOU (as defined below) AGREE TO BE BOUND BY THESE TERMS

AND CONDITIONS. THESE TERMS AND CONDITIONS ARE BETWEEN PGi (as defined below) AND YOU (collectively the

“Parties”). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS DO NOT USE THE SERVICES.

1 DEFINITIONS

In these conditions: -

“Agreement” means these terms and conditions, the PGi privacy policy which is located at <http://uk.pgi.com/privacy-policy/> or any

successor website thereto and the Customer Service Agreement/Particular Agreement conditions.

“Customer Service Agreement”/“Particular Agreement Conditions” means the terms set out in a separate document and that

are incorporated by reference into this Agreement.

“Data Act” means the EU Data Directive 95/46/EC and all applicable domestic data protection legislation implemented under it,

which within Ireland are the Data Protection Acts, 1988 and 2003.

"Disclosing Party" shall mean each of the Parties as the context so admits and being the Party disclosing the Confidential

Information to the other Party, whether by itself, its officers, employees, agents or representatives.

“Minimum Commitment” shall mean any minimum commitment of time and usage for use of the Services by You during the Term of

this Agreement.

“Monthly Subscription Charges” shall mean the minimum monthly fee payable by you where You have entered into a Subscription

Plan

“Named User Licences” For the avoidance of doubt, Named User licenses cannot be shared among multiple individuals and

separate Named User licenses must be purchased for each individual. Named Users may only include up to the total number of

Maximum Meeting Participants in any single conference. For the purposes of this provision and the GlobalMeet®/iMeet® services, a

“Named User” is an individual designated and identified by the Customer as an organizer/administrator who is authorized to schedule

conferences using the GlobalMeet®/iMeet® services and “Maximum Meeting Participants” means the maximum number of meeting

participants, including the Named User, that may be in a conference using the GlobalMeet/iMeet® services at the same time as

designated by PGi. Only one conference using the GlobalMeet®/iMeet® services may occur at any given time (i.e. no concurrent

meetings) per licensed Named User. Named Users may not combine with other Named Users or otherwise expand a conference

using the GlobalMeet®/iMeet® services scheduled by a Named User to allow more than the Maximum Meeting Participants. For

each conference using the GlobalMeet®/iMeet® services scheduled by a Named User, the Named User must (1) initiate or schedule

the conference; (2) host the conference by entering as a presenter; and (3) act as an organizer of the conference through use of their

organizer identification. Customer is at all times responsible for monitoring and maintaining the use of the Named User licenses

within the forgoing parameters, and the Customer shall indemnify PGi in the event a claim is brought or damages are incurred due to

Customer ’s misuse of the Named User license. A Named User designation may not be transferred to another Customer employee

except upon (a) termination of the Named User’s employment with Customer, or (b) in all other instances, PGi’s express prior written

approval.

“PGi” means Premiere Conferencing (Ireland) Limited whose registered address is situated at the West Cork Technology Park,

Clonakilty, Co. Cork, Republic of Ireland, a company incorporated under the laws of Ireland with company registration number 350634

and VAT ID number IE6370634N

“Processing”, “Personal Data”, “Data Subject”, “Data Controller”, and “Data Processor” shall have the meanings contained

within the Data Act.

“Confidential Information” shall mean any and all information of a confidential nature disclosed by the Disclosing Party to the

Receiving Party in connection with the provision of the Services.

"Receiving Party" shall mean each of the Parties as the context so admits and being the Party receiving the Confidential Information

from the other Party whether by itself, its officers, employees, agents or representatives.

“Related Products” shall mean all available licences for the use of the PGi web conferencing solutions.

"Related Services" shall mean the verbatim transcription of any recorded communication between You and a third party or parties,

recorded by PGi, and which shall include the proof reading of the transcription created against the recorded communication.

"Services" shall mean PGi audio and web conferencing services, Sites, Related Services and Related Products.

“Site(s)” any and all web sites offered by PGi to provide the Services, including the team portal created to provide the Customer with

quality tools, applications and template documents for project planning and implementation.

“Subscription Plan” means a fixed term plan which relates to the Services as specified in the Customer Service Agreement

“Term” means the duration of the Agreement as more particularly set out in the Customer Service Agreement/ Particular Agreement

Conditions and as may be further agreed in writing between the Parties from time to time.

“You”, “Your” or “Customer” means a party acting strictly in the course of a business and with whom PGi has entered into this

Agreement and You accept this Agreement on behalf of that business.

2 USE OF THE SERVICES

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2.1 PGi will provide the Services and procure the provision of the Related Services and Products to You in accordance with the terms

of this Agreement.

2.2 To gain access to and use the Services You may be required to create a log-in ID that will enable You to get Services´access

numbers, keys and passcodes (“ID”). You are responsible for keeping Your ID safe and secure. Each subscription to the Services is

for a single organisation only. You may choose to authorise Your employees to use Your ID whilst carrying out the business of Your

organisation. You must however ensure that Your employees comply with the terms of this Agreement and, in particular, You must

ensure that access to ID is immediately terminated in the event of the early termination or expiration of this Agreement.

2.3 If PGi believes that Your ID is being used in any way which is not permitted under this Agreement it reserves the right to

immediately suspend Your access to the Services and to block access to Your ID until the issue has been resolved to the satisfaction

of PGi. Please also note the terms of clause 4.5 below which deals with payment by You for unauthorised and/or fraudulent use of the

Services.

2.4 The Services may be used for Your internal business purposes only. You will not market, resell or reproduce the Services for any

purposes other than those intended under the Agreement and in conjunction with Your lawful use of the Services. You also agree to

not offer or use the Services as a service bureau by which the Services can be accessed by third parties or by which information

produced pursuant to the Service is sold or given to third parties via pay per call or any other such arrangements whatsoever.

2.5 No Emergency Calls

PGi is not a traditional telephone service, and THE SERVICES ARE NOT INTENDED TO support OR CARRY any emergency calls to

any emergency services of any kind. Customer needs to make additional arrangements in order to access emergency services.

3 LICENSE AND COPYRIGHT

3.1 Following Your acceptance of the Agreement and subject to the payment of any fees due (and any other terms of this Agreement),

PGi grants You a non-exclusive, non-transferable, non-sub-licensable revocable right to use the Services for the Term. You shall not

reverse engineer, modify, decompile, disassemble, translate or otherwise attempt to derive source code from any part of the Services

or (for the benefit of any doubt) any associated software.

3.2 You shall not remove, alter or obscure in any way any proprietary rights notices or marks e.g. copyright notices). Except as

required for use of the Services, You have no right or license to use any of the trademarks or trade names owned by, licensed to or

associated with PGi and its suppliers (the "PGi Marks") during the term of this Agreement without prior express written consent from

PGi. However, and notwithstanding, even in the event of such prior approval, You agree to immediately cease and desist using the

PGi Marks upon notice from PGi or upon termination of this Agreement for any reason.

3.3 PGi warrants that it is entitled to grant the rights as referred to under clause 3.1 above.

4 RESPONSIBILITY FOR CONTENT AND USE

4.1 You warrant and represent that You are the owner or licensee of any content that You upload, store, record or otherwise transmit

through the Internet Services, including but not limited to photographs, caricatures, illustrations, designs, icons, articles, text, audio

clips, and video clips (collectively, “the Content”). You are solely responsible for the Content including making and keeping backup

copies of the Content. You warrant and represent You will not publish, store, post, upload, record or otherwise transmit the Content

that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

(ii) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control,

unfair competition, anti-discrimination or false advertising); (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully

harassing; (iv) is profane, indecent, obscene, harmful to minors or child pornographic; (v) contains any viruses, Trojan horses, worms,

time bombs, cancelbots, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere

with, surreptitiously intercept or expropriate any system, data or personal information or property of another; or (vi) is materially false,

misleading or inaccurate.

4.2 You agree not to: (1) use the Internet Services in connection with chain letters, junk mail, surveys, contests, pyramid schemes,

spamming or any duplicative or unsolicited messages, or any use of distribution lists to any person who has not given specific

permission to be included in such a process (commercial or otherwise); (2) harvest or otherwise collect information about others,

including e-mail addresses, without their consent; (3) use, download or otherwise copy, or provide (whether or not for a fee) to a

person or entity that is not a user of the Services any directory of other users or usage information or any portion thereof other than in

the context of Your use of the Services; (4) knowingly interfere with or disrupt networks connected to the Services or violate the

regulations, policies or procedures of such networks; (5) attempt to gain unauthorised access to the Services, other accounts,

computer systems or networks connected to the Services, through password mining or any other means; or (6) use the Services for

illegal purposes (including without limitation, gambling or betting). PGi or its suppliers may, at their discretion and upon reasonable

belief, take any reasonable action they deem necessary, if Your conduct fails to conform with this Agreement or which may create

liability for PGi or its suppliers.

4.3 You agree to indemnify PGi against all claims, liability, damages, costs and expenses (including but not limited to

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reasonable legal fees) arising out of related to breach of clauses 3 and 4 of this Agreement.

4.4 You acknowledge that PGi has no control over the content of the information transmitted by You through the Services and that

PGi does not access, view or listen to any Content in order to examine the use to which You put the Services or the nature of the

information You send or receive except as necessary for the performance of the Services.

4.5 You agree that You will be responsible for and be liable for the payment of all usage on Your account which expressly includes any

unauthorized or fraudulent access of the Services.

4.6 Images

Customer understands that by using the Services with a webcam or other photographic or video device and/or a microphone,

Customer will transmit images and audio to users. Customer hereby releases, discharges and agrees to hold harmless PGi, its

officers, directors, employees, affiliates and its suppliers from and against any and all claims and demands, including but not limited

to, any claims for copyright infringement, defamation, invasion of privacy or right of publicity, arising out of or in connection with any

use of the images and/or audio.

4.7 Links

The Services may include links to other web sites ("Linked Sites"). Customer acknowledges and agrees that such links are provided

for convenience only and do not reflect any endorsement by PGi with respect to the providers of the Linked Sites or the quality,

reliability or any other characteristic or feature of the Linked Sites. PGi is not responsible in any manner (including without limitation

with respect to any loss, damage or injury Customer may suffer) for any matter associated with the Linked Sites, including without

limitation, the content provided on or through the Linked Sites or Customer's reliance thereon. PGi MAKES NO REPRESENTATIONS

OR WARRANTIES WITH RESPECT TO ANY LINKED SITES. CUSTOMER'S USE OF ANY LINKED SITES IS SUBJECT TO THE

TERMS AND CONDITIONS APPLICABLE TO THAT SITE AND SOLELY AT CUSTOMER'S OWN RISK.

5 INTERNATIONAL SALE OF GOODS, EXPORT AND IMPORT CONTROL LAWS AND REGULATIONS

You agree to comply with all applicable United States and/or European Union export laws and regulations regarding the transmission

of technical data exported from the United States and/or the European Union through the Services. The application of the United

Nations Convention on the International Sale of Goods is hereby expressly excluded. You acknowledge that the laws and regulations

of the United States and/or the European Union restrict the export and re-export of commodities and technical data of United States

and European Union origin, including the Services and any associated software. Without limiting the foregoing, You understand that

the Services and associated software are an "encryption item" subject to controls under the Export Administration Regulations

promulgated by the U.S. Department of Commerce and those of the European Union. You agree that You will not, and will not cause

others to, export or re-export the Services or any associated software in any form in violation of the export laws of the United States or

the European Union or any foreign jurisdiction. You will defend, indemnify, and hold harmless PGi and its suppliers from and against

any violation of such laws or regulations by You or any of Your agents, officers, directors, or employees.

6 AGREEMENT CONCLUSION AND TERMINATION

6.1 This Agreement shall commence as per the start date specified in the Customer Service Agreement/ Particular Agreement

Conditions as specified above.

6.2 Termination. Either party may terminate this Agreement at the end of the Term as agreed in the Customer Service

Agreement/Particular Agreement Conditions by providing written notice to the other party of such termination at least 30 days prior to

the end of such term or as the Parties may otherwise agree in writing.

6.3 You understand and accept that unless written notification is provided to PGi under clause 6.2 above that the Services shall

continue to be provided and You shall continue to be responsible for payment of the fees due.

6.4 In the case whereby a specific term has not been agreed or an agreed term has been exceeded or is under negotiation, You

agree that the use of services will imply your acceptance to these Terms and Conditions. In this case, You must notify PGi in writing of

your wish to terminate services respecting a notice period of 30 days. Your accounts will be terminated at the end of the month

following receipt of that written notice, assuming that You abide by Your obligations until that date.

6.5 On or at any time after the occurrence of any of the events outlined below, either Party may terminate this Agreement with

immediate effect and by way of written notice to the other Party.

The events are:

a. Either Party being in breach of an obligation under this Agreement and in the event of breach capable of remedy fails to remedy the

same within 14 days after receipt of a written notice by the other Party giving full particulars of the breach and requiring it to remedy

that breach;

b. Either Party passing a resolution for its winding up or a court of competent jurisdiction making an order for either Party winding up or

dissolution;

c. Either Party being unable to pay its debts as they fall due or makes an arrangement or composition with its creditors general ly or

making an application to a court of competent jurisdiction for protection from its creditors generally;

d. At the sole discretion of PGi, Your illegal, fraudulent or improper use of the Services or if deemed reasonably

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necessary by PGi, to prevent interruption or disruption to the PGi network, its business or other customers or suppliers.

6.6 Notwithstanding the provisions of clause 6.5 above, if You fail to pay any amount due PGi may at its sole discretion either: (i)

immediately suspend the supply of further Services to the Customer and deactivate the its account; or (ii) terminate the Agreement

with the Customer with immediate effect.

6.7 In the event of early termination of the Agreement which is not due to a breach by PGi, or if PGi terminates Your account due to

Your breach, You agree to promptly pay to PGi a sum representing a reasonable estimate of the loss to PGi following such

termination which shall be calculated as follows:

a. In the rest of cases, the shortfall resulting from Your failure to meet any Minimum Commitment or Monthly Subscription Charges for

the Term, which amount shall equal the difference between the Minimum Commitment or Monthly Subscription Charges multiplied, as

applicable by the number of months, quarters or years in the Term left unexpired less any payments for actual usage made by You

during the Term; and

b. In those cases where it is specified that charges are based on usage basis, the amount will be the difference between the agreed

minute rate of the Services as provided on appendix to this Agreement (“the Old Rate”) and the official list rate applicable as of the

date of early termination (“the New Rate”) which shall then apply. The New Rate shall be calculated retrospectively from the

Commencement Date of the Agreement and until the end of the Term as agreed in the Customer Service Agreement/Particular

Agreement Conditions; and

6.8 It is understood and agreed between the Parties that any payments made during the Term that exceeded the Minimum

Commitment or Monthly Subscription Charge for any particular month, quarter or year (as applicable) shall not apply to, or in any way

be credited against, any other, past or present Minimum Commitment or Monthly Subscription Charge or the overall shortfall amount

during the Term.

6.9 Upon termination of this Agreement pursuant to this Clause 6 any indebtedness owed to PGi becomes immediately due and

payable and PGi is relieved of any further obligation to provide the Services to You pursuant to this Agreement.

6.10 Clauses 3, 8, 11 and 12 shall survive termination of these Terms and Conditions

7 CHARGES, PAYMENT AND FINANCE

7.1 All orders made pursuant to these Terms and Conditions are subject to credit verification and acceptance by PGi in writing.

7.2 Charges for the provision of the Services shall be invoiced at the end of each calendar month. The payment of invoices is due

thirty (30) days after the date of the invoice and without any deductions by way of set-off, counterclaim or otherwise and time for

payment shall be of the essence.

7.3 Interest is payable on all overdue accounts at the maximum rate legally applicable under the Late Payment in Commercial

Transactions Regulations 2002 (being 7% above the base rate of the European Central Bank). PGi reserves the right to recover from

You any direct cost of effecting collection of any amounts due as well as any related costs or expenses such as solicitor and/or

collection agency fees.

7.4 You must notify PGi of any charge disputed in good faith, and with supporting documentation within 30 days from the date of the

relevant invoice, or You will be deemed to agree that such charges are validly due and payable in full. You remain responsible to pay

all undisputed charges by the due date.

7.5 All rates are exclusive of value added tax and this will be charged by PGi where appropriate and will be payable at the applicable

rate as detailed on schedule attached hereto.

7.6 Standard basis charges. Where it is specified in this Agreement that the usage charges payable by You are to be determined on a

usage basis, then You must pay all costs incurred in relation to the Services as set out in this Agreement.

7.7 Minimum commitment. Without prejudice to clause 6.7, in the event You have agreed to a Minimum Commitment and You do not

meet it in any given month, quarter or year (as applicable) You shall pay the shortfall equal to the difference between the Minimum

Commitment less any actual usage made by You during that particular period

7.8 Subscription plan. Without prejudice to clause 6.6, in the event You have agreed to a Subscription plan as defined under clause 1,

if at the end of each month it is determined by PGi that You have utilised the Services in excess of or in addition to the level set forth

in a particular tier during that month, then You shall pay to PGi all charges for actual usage or consumption incurred during that month

on account of the Services utilised in excess of or in addition to the Services set forth in that particular tier at the overage Rate

detailed in the Customer Service Agreement, provided that You may adjust the package to an upward level at any time by providing

PGi written notice and receive the benefit of the lower price. Fees payable for overage amounts shall be invoiced monthly, in

arrears, on the basis of minutes of use.

7.9 PGi reserves the right, to change and adjust charges and/or fees at any time for access to or use of Services particularly due to

changes in (inter alia) telecommunication costs, tariff costs or hardware costs. Accordingly, it is Your responsibility to consult the PGi

price list and instructions prior to and during the usage of the Services. New charges and/or fees shall become applicable upon being

communicated directly or indirectly to You by PGi.

7.10 International sales. You acknowledge and agree that Services to affiliates that are provisioned or deployed outside the European

Union may be subject to additional terms and conditions to reflect localized billing and taxation requirements and distinctions

between foreign and European Union laws, rules and regulations in connection with the Services (“Localized Terms”) provided You

accept such terms in writing. For any conflict between any Localized Terms and the terms of this Agreement, the Localized Terms

shall control. Without limiting the foregoing and for the avoidance of doubt, localized

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billing is not authorized and will not be permitted under this Agreement unless and until duly-authorized representatives execute a

mutually-agreeable Affiliate Agreement or a written amendment to this Agreement and then solely to the extent as set forth in such

Affiliate Agreement or amendment. Use of Services after receipt of Localized Terms will be deemed acceptance of the applicable

international rates, billing terms and such Localized Terms.

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8 PRIVACY POLICY

8.1 The terms of the Privacy Policy apply to all of the services and websites offered by PGi located at

<http://uk.pgi.com/privacy-policy/> or any successor website thereto, and the terms of this clause 8 govern the use and disclosure of

Your personal information manually or digitally processed by PGi. It does not apply to information PGi´s customers collect or receive

from You.

8.2 Information Collection and use. PGi may collect personal information from You on the Site in order to: (a) to facilitate the delivery

of the Services; (b) to provide You with information You request in order that PGi may provide You with a customised interactive

experience; (c) to measure interest in various services; (d) to inform You about new services and features; and (e) to help us develop

new services and features that meet Your needs. The information PGi requests may include personally identifiable information such

as Your name, billing and shipping address, telephone number, e-mail address, credit card information or bank account numbers. It is

solely Your choice whether or not You provide this personal information. However, should You choose not to provide the information,

PGi may be unable to process an order, fulfil a service or display certain content on it’s website. PGi does not sell or rent personal

information, including personally identifiable information, to unrelated third parties.

8.3 The use of cookies. When You browse the Site, You may do so anonymously as personal information is not collected during

browsing. There is a technology however called "cookies," which can be used to provide You with tailored information. PGi may use

cookies or other tracking technologies to provide You with better service. Cookies are pieces of information that a Web site transfers

to Your computer's hard disk for record-keeping purposes. Cookies can make the Web more useful by storing information about Your

preferences for a particular site. The use of cookies is an industry standard and many major Web sites use them to provide useful

features for their customers. Cookies in and of themselves do not personally identify users, although they do identify a user's

computer. Most browsers are initially set to accept cookies. If You prefer, You can set Your browser to refuse cookies. PGi treats any

personal information that may be contained in cookies with the same level of protection as other personal information You provide.

8.4 Information Disclosure. PGi shall only disclose Your personal information in limited circumstances. These circumstances include,

but are not limited to, the following: (a) when PGi has Your consent or request for such disclosure (b) to the extent required by law or

to respond to judicial process or a good faith belief that such action is necessary under law or to comply with legal process served on

us; (c) to take precautions against liability; (d) to correct technical problems and malfunctions in how the Site operates or processes

visitors' information; (e) to provide to our customers pursuant to Your request in furtherance of ensuring that You do not receive further

communications from our customers or from us; or (f) pursuant to our customers' specific direction in connection with a service we are

providing on behalf of our customers and we need to send the information to any of the PGi´s companies of the group, or any other

company who work on behalf or partners with PGi.

8.5 Information transfer. PGi may need, and You acknowledge and agree that PGi may wish to transfer Your personal information

across national boundaries and process it in other countries around the world in which PGi maintains offices, including the United

States. European data-privacy laws protect personal information that is transferred from the European Union to the United States. The

U.S. and E.U. have entered into a "Safe Harbour" that allows U.S. entities receiving personal information from the E.U. to satisfy

those obligations. PGi subsidiary, American Teleconferencing Services Ltd, has satisfied the requirements of the Safe Harbour

Principles and have certified that compliance with the U.S. Department of Commerce

8.6 Access to Personal Information. Data Subjects seeking access to their personal information that PGi collects directly from them

may contact our Privacy Compliance Officer (contact details below). Data Subjects seeking access to their personal information that

PGi has received from a customer must contact the customer directly. PGi requires their customers to comply with applicable privacy

laws and regulations pertaining to the use of the Services including, but not limited to, that all messages sent by our customers

utilising the Services, in whatever medium, contain the valid name and required contact information for the customer.

E-mail: [email protected]

FreePhone: + (1) 877-771-8283

8.7 Security. PGi utilizes reasonable and appropriate protections to ensure that personal information in its care is not misused or

accessed without authorisation. Personal information is stored on PGi´s own platforms or on the platforms of its agents/contractors,

with access restricted

9 SERVICE LEVEL AGREEMENT

9.1 PGi will maintain a 99.9% platform availability for conference bridging (“committed service availability”). “Availability” or “available”

is defined as the time that a service is operational and available for use by You. Calculation: Platform availability is calculated monthly

per service as a percentage by dividing the number of hours the platform is available during the applicable month by the total number

of hours in the applicable month, excluding in all cases Service Outage Time. Bridging Platform outage time is based on the total

(scheduled and unscheduled) hourly outage time across a service. Platform outage time is measured from the time a PGi trouble

ticket is opened to the time availability is restored to the

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customer. An outage condition exists when the customer does not have availability to a service. Scheduled outages include those

outages planned by PGi as preventative or to accomplish platform growth or upgrades.

9.2 Exclusions. Outages resulting from the following items shall be excluded from the calculation of service outage time: (a)

Scheduled maintenance; (b) Force majeure events meaning any act or event beyond the reasonable control of PGI, including but not

limited to geographic or climatic conditions, wind, fire, flood, Act of God, riot, war, strike, carrier outages, governmental acts or orders

or any other similar or dissimilar act or event (c) Customer negligence or wilful misconduct or the negligence or wilful misconduct of

others authorized by the customer to use the services; (d) Any incompatibility or failure of the customer’s own equipment; (e) Any

other occurrence for which liability has been disclaimed under this Agreement; (f) The act of the customer.

9.3 Performance quality. PGi will provide conference calling services at a 99% success rate. “Success” is defined as no material

degradation in a conference call. Such success rate is measured by the number of trouble tickets raised against the number of

conference calls that have taken place.

9.4 Customer support. Customer Support is available 24 x 7, 365 days per year.

9.5 Remedy. In the event that PGi breaches the Committed Service Availability for three consecutive months or for any four months in

any six month period, then You may terminate this Agreement without further obligation as to its Minimum Commitment.

10 DISCLAIMERS AND LIMITATION OF LIABILITY

10.1 PGi shall provide the Services with reasonable care and skill and PGi disclaims as far as the law allows any and all other terms,

conditions and warranties relating to the Services, whether express or implied, including but not limited to implied warranties of

merchantability or fitness for a particular purpose.

10.2 The entire liability of PGi, its affiliates, suppliers and resellers under or in connection with the supply of the Services, whether for

negligence, breach of contract, misrepresentation or otherwise is limited to an amount equivalent to the fees (if any) paid to PGi by

the You for the Services performed during the twelve (12) month period immediately prior to the date of the event, act or omission

giving rise to the liability.

10.3 Neither Party is liable to the other, based on any theory of liability including negligence, breach of contract, misrepresentation,

breach of warranty or otherwise, for (a) indirect, special, punitive or consequential damage suffered by the other, including, without

limitation, loss of profit, goodwill, business opportunity or anticipated savings; (b) damages arising from lost data, lost technology, loss

of rights or costs of procuring substitute services or any other substitution or solution; and whether occasioned by the Part ies or their

respective employees or agents.

10.4 PGi shall not be liable for any failure to perform, or delay in performance of, its obligations under this Agreement caused by

reasons beyond its control.

10.5 In order to protect Your account from unauthorised usage PGi will automatically set certain security features on the account

which shall include (i) music whilst on-hold, (b) random passcode selection, and (iii) post-conference usage reports. You acknowledge

that PGi will invoice you for all usage on the account and will not take responsibility for any cost incurred by you for fraudulent activity

on any account where You have selected to disable these security features.

11 CONFIDENTIALITY

11.1 The Receiving Party shall use its reasonable endeavours to keep secret and confidential the Proprietary Information disclosed to

it by the Disclosing Party.

11.2 The obligation of confidentiality contained in Clause 11.1 shall not apply or (as the case may be) shall cease to apply to

information which:

a. At the time of its disclosure by the Disclosing Party is already in the public domain or which subsequently enters the public domain

other than by breach of this Clause 11, or subsequently comes lawfully into the possession of such party from a third party; or.

b. Is required to be disclosed by applicable law or order of a court of competent jurisdiction or government department or agency,

provided that prior to such disclosure the Receiving Party shall advise the Disclosing Party of the proposed form of the disclosure.

12 DATA PROTECTION

12.1 You acknowledge that where PGi carries out activities on Your instructions using Personal Data (as defined under the Data Act),

that You are the Data Controller (as defined under the Data Act) and PGi is the Data Processor (as defined under the Data Act) in

respect of the Personal Data provided.

12.1.1 PGi agrees that in so far as You are liable for PGi’s Processing (as defined under the Data Act) activities it shall: (a) Process

Personal Data only in accordance with Your written instructions and under the terms of this Agreement; (b) not disclose any Personal

Data supplied by You to any other third party (other than as may be strictly necessary in the provision of the Services) without Your

prior written consent (such consent to not be unreasonably withheld or delayed); (c) take all reasonable technological and

organisational measures to prevent

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unauthorised access, alteration disclosure or destruction of any Personal Data in the custody of PGi and PGi shall take all reasonable

steps to ensure that its personnel are aware of and comply with those measures.

12.1.2 As between You and PGi all Personal Data shall remain Your property.

12.2 You acknowledge that PGi´s audio and web conferencing solutions may allow You to record meetings and to collect and utilise

identifying information about You and Your participants. You acknowledge that the law requires to gather the express consent of the

Data Subject prior to any recording of communications and that there are restrictions on the collection, storage and use of Personal

Data.

12.3 You shall indemnify PGi against all claims, demand, proceedings, damages, costs and expenses (including but not limited to

reasonable legal fees) incurred or suffered by PGi in any way as a result of Your breach of the Data Act or the provisions of this

clause.

13 GENERAL

13.1 The failure by either Party to exercise, or delay by either Party in exercising, a right or remedy provided by any Agreement or by

law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right

or remedy provided by any Agreement or by law prevents a further exercise of the right or remedy or the exercise of another r ight or

remedy.

13.2 You may not assign or transfer or purport to assign or transfer any of Your rights or obligations under this Agreement without first

having obtained PGi's prior written consent.

13.3 The Agreement shall be binding upon and inure to the benefit of the Parties' successors, legal representatives and authorised

assigns.

13.4 PGi may perform any or all of its obligations under this Agreement through agents or sub-contractors.

13.5 A notice under or in connection with this Agreement shall be deemed served:

a. If notice has been sent by e-mail to the addresses depicted in the Customer´s contact details, at the date of the email;

b. If delivered personally, when left at the address referred to above;

c. If sent by facsimile transmission, on the next following day;

d. If sent by post within 48 hours of posting (exclusive of the hours of Sunday) if posted to an address within the country of origination

and seven days of posting if posted to an address outside the country of origination.

13.6 If any provision of this Agreement is deemed to be or becomes invalid, void or unenforceable under applicable laws, such

provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended

without materially altering the intention of the Parties, it will be deleted, but the validity, legality and enforceability of the remaining

provisions of the Agreement shall not be impaired or affected in any way.

13.7 PGi may in its sole discretion amend these terms and conditions from time to time and such amended terms and conditions shall

thereafter apply to You. You agree to be responsible for regularly reviewing the PGi web site to obtain timely notice of such amended

terms and conditions. Any such amendments shall not affect any agreement concluded prior to any such amendments and each

amendment shall be identified by a reference date. By using the Services after posting or delivery of the amended Terms, You will be

deemed to have accepted and be bound by such amended terms and conditions.

13.8 This Agreement shall be interpreted and governed by the laws of the Republic of Ireland, and the parties agree to submit to the

exclusive jurisdiction of the Republic of Ireland to resolve any disputes arising hereunder.

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14 ADDITIONAL TERMS AND CONDITIONS

14.1 GlobalMeet®

GlobalMeet® Services are part of the PGi Services offer. By using the GlobalMeet® Services, Customer agrees to be abide by the

GlobalMeet® Terms and Conditions and the PGi standard Terms and Conditions. In the event of conflict in between them, the

GlobalMeet® Terms and Conditions will prevail.

GlobalMeet® Web Active Host Active Host is the licence business model under which you are purchasing GlobalMeet® Web Services. Calculation of Licence Quantity You do not have to pay for each Named Host account issued. However, you will always pay a minimum licence fee, which is based on the greater of (a) a percentage of the total number of Employees, or (b) a determined number of Active Hosts. Prior to the end of each licence terms, PGi will calculate the minimum licence fee for the next licence term. This change in the licence quantity will occur when invoicing in the next billing period. Calculation of the Minimum Licence Fee The minimum licence fee is based on the licence quantity. The minimum licence fee is billed monthly for the licence term. The licence term is calculated as follows: First Licence Term A new licence - the greater of: 1. 15% of the total number of Employees 2. 100 Active Host Accounts All Subsequent Licence Terms: The greater of:

1. 15% of the total number of Employees 2. 100 Active Host accounts, or 3. The Active Host Average

Active Host Average One month prior to the end of the first licence term (and subsequent renewal terms), PGi will calculate the average number of Active Hosts in the immediately preceding three (3) month period to determine the “Active Host Average.” An Act ive Host Average is used in the calculation of the minimum licence fee, above.

Licence Term

Licence Term purchased under the Active Host model is a two (2) year “licence Term” from the effective date (the “Term”). Thereafter,

this Agreement shall automatically renew for success one (1) year terms (each a “Renewal Term”, the Initial Term and Renewal

Terms are collectively the “Term”. A purchase of an Active Host Licence is an obligation on the part of customer to purchase that Service for the duration of the Licence Term. A licence may not be terminated without cause by customer in the middle of a Licence Term. Organic Growth of Employees The Active Host Licence includes an accommodation for organic corporate growth in the total number of Employees of twenty percent (20%) over the term of the contract. If, at any time, the then-current total number of Employees exceeds twenty percent (20%) of the initially identified total number of Employees, you are obligated notify PGi of this increase in the total number of Employees and execute an updated Order reflecting the revised total number of Employees and change to the applicable Service fees, if any.

Active Host Commercial Terms: Definitions: Licence Model

You are the Licence Holder. A Licence holder is the company purchasing the GlobalMeet Licence directly

As a licence holder, you are buying Active Hosts. Active Hosts are Names Hosts that hold one (1) or more meetings in a month using the GlobalMeet Services. Holding one (1) or more meetings is any given month means that the Names Host is active that month, that is, an Active Host.

Names Host accounts are individualized accounts assigned to an Employee. Named host accounts may not be shared or used by anyone other than the one employee to whom the Name Host account is assigned. The identification of those individuals assigned a Name Host account must be unique to the individual and may not be of a generic nature. Subscriber shall identify those employees

assigned to Named Host Account on the “Manage Hosts” List (the list). The list will be maintained by the subscriber’s site administrator and provide to PGi upon request. A Name Host account may not be transferred to another employee except upon (a)

termination of the Named Host employment with the licence holder, or (b) in all other instances, PGi’s prior written approval.

Active Host Usage Active Host can hold an unlimited number of meetings, provided that each active host may hold no more than one (1)

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meeting at any point in time. Each meeting must be hosted by a Named Host and is limited to the maximum number of participants as determined by the Capacity of the GlobalMeet service offered. Employees Employees are the full and part-time employees or third party contractors of licence holder and its subsidiaries, and affiliates. Employees do not include licence holders parent company, unless the licence holder intends to assign a Named Host account to an Employee of the parent company, which is an option, but requires that the parent company Employee is an Active Host of the purpose of usage calculation. 14.2 iMeet®

iMeet® Service are part of the PGi Services offer. By using the iMeet® Services, Customer agrees to be abide by the iMeet® Terms

and Conditions and the PGi standard Terms and Conditions. In the event of a conflict in between them, the iMeet® Terms and

Conditions will prevail.

Payment Terms

Customer will pay PGi a monthly service fee per Named User (as below defined), such monthly fee being defined as the “Service

Charge(s)” in addition to any additional fees or charges for use of the GlobalMeet®/iMeet®/iMeetLive® services, including without

limitation any set-up fees, overages fees, per-minute fees or other fee or charge associated with use of the

GlobalMeet®/iMeet®/iMeetLive® services provided, including without limitation any and all fees and charges payable and not

otherwise designated as specifically and expressly waived pursuant to an applicable promotional offer. Service Charge(s) will be

billed in advance, usage is billed in arrears, and payments are due within thirty (30) days after the date of the invoice. Customer will

be billed for and Customer shall pay invoices, in their entirety, for each applicable period during the term of the Agreement. For the

avoidance of doubt, Customer is not and will not be entitled to any partial month billing or credits or refunds of any kind, including

without limitation in the event Customer elects to not use the GlobalMeet®/iMeet®/iMeetLive® services during any billing period.

Customer FURTHER acknowledges and agrees that PGi RESERVES THE RIGHT TO CHANGE PRICING OR MODIFY OR

DISCONTINUE ANY OR ALL OF GlobalMeet®/iMeet®/iMeetLive® SERVICES AND ANY RELATED DIAL-IN NUMBERS OR

OTHER METHODS OF ACCESS AT ANY TIME. Without limiting the foregoing, PGi reserves the right, in its sole discretion, to

change or institute new or additional charges and/or fees for access to or use of GlobalMeet®/iMeet®/iMeetLive® services

(including for ancillary services, new or additional features and/or “APPS”) at any time as provided in this AGREEMENT.

Upgrades

Where permitted by PGi, at its sole discretion and subject to Customer meeting all pre-conditions identified or communicated to

Customer for the upgrade offer to Customer on this Web Site, Customers may upgrade subscription plans for GlobalMeet®/iMeet®

services. Nothing herein shall be deemed to require PGi to permit and/or allow any upgrades. For the avoidance of doubt, to the

extent permitted by PGi and Customers meet all pre-conditions Customer shall remain responsible for all fees and charges due and

incurred for GlobalMeet®/iMeet®/iMeetLive® services provided under an existing subscription plan through the upgrade effective

date and is not and will not be entitled to any partial months credits or refunds of any kind as a result of the upgrade. After any

upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the upgrade, including

without limitation any new and/or additional charges associated therewith, which may include without limitation, for any overages.

14.3 iMeetLive

PGi (or any Affiliate of PGi) hereby undertakes to produce webcasting events utilizing the iMeetLive software application platform (the

“Platform”) and various services and tools (the “Webcasting Services”) that PGi offers Customer for use (a “Webcast Event”).

License/Platform. PGi hereby grants to Customer the non-exclusive, non-transferable, non-sublicensable, revocable right to access

and use the Platform, solely to the extent required to use the Webcasting Services and produce a Webcast Event. Customer shall not

allow someone other than Customer or PGi to manage a Webcast Event.

Modifications and Releases. From time to time after the date of this Agreement, new releases to the Platform may add, enhance or

change the features and services available hereunder. Customers shall be entitled to use, if they choose, any such new features and

services but additional charges may apply. PGi reserves the right to withdraw, suspend or discontinue any functionality or feature of

the Webcasting Services.

Submissions. As between PGi and Customer, PGi alone will own all rights, title and interest, including all related intellectual property,

to any suggestions, ideas, feedback, improvements, recommendations or other information created, conceived, or reduced to

practice, by or on behalf of Customer, any viewer or any subscriber to a Webcast Event..

Recordings. Certain Webcasting Services provide functionality that allows a Customer to record audio and data shared during

sessions. Customer is solely responsible for complying with all laws in the relevant jurisdiction when using recording functionality. PGi

expressly disclaims all liability with respect to Customer's recording of audio and/or shared data while using the Webcasting Services,

and Customer releases and agrees to hold PGi harmless from and against any damages or liabilities related to the recording of any

audio and/or data.

Cookies. By using the Webcasting Services, Customer agrees to the use of cookies which PGi uses to facilitate use of the

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Webcasting Services. More information about PGi’s use of cookies is contained in PGi’s Privacy Policy available at www.pgi.com

<http://www.pgi.com>.

Payment Terms

Customer will pay PGi a monthly service fee per Named User (as below defined), such monthly fee being defined as the “Service

Charge(s)” in addition to any additional fees or charges for use of the GlobalMeet®/iMeet®/iMeetLive® services, including without

limitation any set-up fees, overages fees, per-minute fees or other fee or charge associated with use of the

GlobalMeet®/iMeet®/iMeetLive® services provided, including without limitation any and all fees and charges payable and not

otherwise designated as specifically and expressly waived pursuant to an applicable promotional offer. Service Charge(s) wil l be

billed in advance, usage is billed in arrears, and payments are due within thirty (30) days after the date of the invoice. Customer will

be billed for and Customer shall pay invoices, in their entirety, for each applicable period during the term of the Agreement. For the

avoidance of doubt, Customer is not and will not be entitled to any partial month billing or credits or refunds of any kind, including

without limitation in the event Customer elects to not use the GlobalMeet®/iMeet®/iMeetLive® services during any billing period.

Customer FURTHER acknowledges and agrees that PGi RESERVES THE RIGHT TO CHANGE PRICING OR MODIFY OR

DISCONTINUE ANY OR ALL OF GlobalMeet®/iMeet®/iMeetLive® SERVICES AND ANY RELATED DIAL-IN NUMBERS OR

OTHER METHODS OF ACCESS AT ANY TIME. Without limiting the foregoing, PGi reserves the right, in its sole discretion, to

change or institute new or additional charges and/or fees for access to or use of GlobalMeet®/iMeet®/iMeetLive® services

(including for ancillary services, new or additional features and/or “APPS”) at any time as provided in this AGREEMENT.

Upgrades

Where permitted by PGi, at its sole discretion and subject to Customer meeting all pre-conditions identified or communicated to

Customer for the upgrade offer to Customer on this Web Site, Customers may upgrade subscription plans for

GlobalMeet®/iMeet®/iMeetLive® services. Nothing herein shall be deemed to require PGi to permit and/or allow any upgrades.

For the avoidance of doubt, to the extent permitted by PGi and Customers meet all pre-conditions Customer shall remain responsible

for all fees and charges due and incurred for GlobalMeet®/iMeet®/iMeetLive® services provided under an existing subscription plan

through the upgrade effective date and is not and will not be entitled to any partial months credits or refunds of any kind as a result of

the upgrade. After any upgrade effective date, Customer shall be responsible for the increased fees and charges associated with the

upgrade, including without limitation any new and/or additional charges associated therewith, which may include without limitation, for

any overages.

14.4 Agenday

To Access and use the Agenday Services, you acknowledge and agree to and shall ensure any person or entity accessing the

Agenday Services through you or your account (“Your Users”) provide PGi only up-to-date and functional means for contact, such as

a voice phone numbers, SMS phone numbers or email addresses, that are accurate, complete and for which you and Your Users

have all rights, permissions and licenses (“Contact Information”). You hereby represent and warrant that you have all rights and

authority to and do now: (i) grant PGi express consent to contact all individual account holders and moderators to communicate

information in connection with the Services, and (ii) expressly consent to PGi’s collection of information, including personal

information, about you and Your Users’ calendars, contacts, messages and devices, including without limitation IP address and other

uniquely identifying device, operating system and browser type information, as well as date, time and location information, and

information contained in third-party accounts and other services used in connection with the Agenday Services (e.g., social media or

other accounts), including profile information. You represent and warrant that you have obtained any necessary consents from Your

Users to allow the aforementioned collection of information by PGi.

You agree it is your sole responsibility to use and you represent and warrant that you shall and sha ll ensure Your Users’ use the

Agenday Services in accordance with all applicable laws, including but not limited to, those pertaining to telemarketing, personal data

privacy and export control. YOU ACKNOWLEDGE THAT THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, MAIL OR

TEXT MESSAGES, INCLUDING WITHOUT LIMITATION, THE ADVERTISING OF GOODS, PRODUCTS OR SERVICES, AND THE

SENDING OF SUCH MESSAGES, E-MAIL OR TEXT MESSAGES WITHOUT PRIOR EXPRESS CONSENT, MAY BE IN

VIOLATION OF LAWS AND REGULATIONS AND MAY SUBJECT YOU TO PENALTIES FOR WHICH YOU SHALL BE SOLELY

RESPONSIBLE AND LIABLE. Breach by you of these Terms of Service is grounds for immediate suspension by PGi of Agenday

Services.

You shall indemnify, defend and hold PGi, its officers, directors, employees, affiliates and suppliers harmless from any and all claims,

losses, damages, penalties or costs (including, without limitation, reasonable attorney’s fees) arising out of your or Your User’s: (i)

content, Contact Information and use of the Agenday Services; (ii) violation of or alleged violation of any applicable laws or

regulations with respect to the Agenday Services, including but not limited to, any claims that your use of the Agenday Services

violated the rights of any third party (including those claims relating to the content provided by you, Your Users, or any person or entity

accessing the Agenday Services through you or Your Users’ account or PGi’s use of distribution lists on behalf of you, Your Users, or

any person or entity accessing the Agenday Services through you or your

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account), claims relating to the transmission of unsolicited documents or messages or calls of any types (including but not l imited to

text messages), or the attempted transmission of a document or a message of any type to a telephone or for any errors in data or

distribution information provided by you, Your Users, or any person or entity accessing the Agenday Services through you or your

account; (iii) infringement of any intellectual property rights of any third party; or (iv) contaminated file, virus, work or Trojan horse

originating from you or Your User or from any linked areas.

14.5 WebEx

If it is specified that the Services or part of the Services are WebEx Services, You agree to be bound by the WebEx Terms of Service

to the extent that the Services are WebEx Services. The Terms of Service can be found at

http://www.webex.com/terms-of-service.html. By using the product You agree to these Terms of Service.

Term and Termination:

After the initial agreed Term, the Webex Services agreement (with exception of Enterprise Edition and 3+12 month agreements) shall

automatically rollover for successive one (1) year terms (each a “Renewal Term”; the Initial Term and Renewal Terms are collectively

the “Term”), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than 60 days prior to

the end of the Initial term or 45 days prior to the commencement of a Renewal Term whereby the Customer does not wish to renew.

In the instance of Webex Enterprise Edition Services; contract shall automatically rollover for successive twelve (12) month terms

(each a “Renewal Term”; the Initial Term and Renewal Terms are collectively the “Term”), unless the Customer notifies PGi of its

desire to terminate the Agreement by written notice not less than 60 days prior to the end of the “Term”.

In the instance of Webex 3+12 terms; contract shall automatically rollover for a single twelve (12) month term after the initial 3 month

initial term, and then for successive one (1) month terms (each a ‘Renewal term’; the initial term and Renewal terms are collectively

the ‘Term’), unless the Customer notifies PGi of its desire to terminate the Agreement by written notice not less than 60 days prior to

the end of the Term.

All WebEx Products come with 1 GB free storage, any additional uncommitted storage used will be charged per GB used. Additional

committed storage can be purchased (5 GB minimum).

14.6 Microsoft Services

If it is specified that the Services or part of the Services are Microsoft Services, in addition to the terms and conditions contained here,

You agree to be bound by the Microsoft Terms of Service to the extent that the Services are Microsoft Services. The Terms of Service

can be found at <http://office.microsoft.com/en-us/help/HA101063371033.aspx>. By using the product You agree to these Terms of

Service.

Terms of Use for PGi Audio for Microsoft Skype for Business™ Online

Provision of Audio Conferencing Services. Customer acknowledges that the audio conferencing Services subject to this Agreement

are provided by PGi (and not Microsoft or its affiliates). Customer must subscribe for, or acquire a license to, Skype for Business

Online as a pre-requisite for operation of such Services.

Permitted Audio Conferencing Countries. Customers that acquire subscriptions for Services outside countries permitted by PGi or its

suppliers, as determined in their sole discretion (“Permitted Countries”) may not be able to use the Services in their home country or

any other country that is not a Permitted Country. The Services may be restricted or unavailable to a conference participant that

accesses a conference from a country that is not a Permitted Country. PGi may suspend or terminate the provision of Services

without notice if deemed necessary by PGi to ensure compliance with applicable laws.

Consent. Customer hereby consents to the provision of Customer information to Microsoft in connection with the Services, and

consents to Microsoft’s receipt and use of Customer information in connection with Microsoft’s provision of Skype for Business Online

and Microsoft’s fulfillment of all of its obligations in connection with the delivery of Skype for Business Online. Customer hereby grants

permission to Microsoft to use Customer information in connection with Microsoft’s provision of Skype for Business Online and

support services. In addition, Customer hereby consents to disclosure by Microsoft to PGi of Customer’s call detail records related to

Skype for Business Online for billing and technical use.

User Conduct. Customer has all necessary rights to all data, software programs or services that Customer uses in connection with

its access and use of Skype for Business Online, and Customer’s use of any of the foregoing does not infringe intellectual property or

other proprietary rights of any third party. Customer warrants and represents it will not publish, post, upload, record or otherwise

transmit content that: (i) violates the rights of any third party or subjects Microsoft to any other obligations to Customer or any third

party; or (ii) violates any law, statute, ordinance or regulation.

Microsoft as Third Party Beneficiary. Customer acknowledges and agrees that Microsoft and Microsoft’s affiliates are intended third

party beneficiaries under the relevant sections of the Agreement and shall have a direct right of action to enforce the same against

Customer.

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For the avoidance of doubt, in addition to the foregoing “additional terms,” all terms and conditions set forth in the Agreement do and

will apply to Customer’s use of PGi Audio for Skype for Business Online.

14.7 Adobe Services

PGi is a fulfillment agent for Adobe Services and provision of all Adobe Services is expressly conditioned upon Your acceptance of the

terms of the applicable end user license agreement (“EULA”) which are available at <http://www.adobe.com/products/eulas> and

other terms for use of the Adobe Services as set forth in a Schedule/Quotation for Adobe Services attached to this Agreement. Unless

otherwise expressly agreed in a written Schedule/Quotation for Adobe Services, all charges for Adobe Services require a

non-refundable advanced payment, on an annual basis. You acknowledge and agree that notwithstanding any other provision in this

Agreement, You are not and will not be entitled to any partial month or partial term credits or refunds of any kind (including but not

limited to pre-paid charges) for Adobe Services in the event of termination for any reason, and in the event of termination for any

reason, You shall pay to PGi as liquidated damages, but not as a penalty, the shortfall resulting from Your failure to meet any

commitment for Adobe Services for the full term of such services, which shall represent a reasonable estimate of the probable loss to

PGi.

14.8 ON24

If it specified that the Services or part of the Services are ON24 Services, You agree to be bound by the ON24 Additional Terms of

Service to the extent that the Services are ON24 Services. Customers that acquire subscriptions to ON24 Elite Annual Subscription

package are subject to ON24 additional Terms of Service that can be viewed at http://www.on24.com/terms-and-conditions/

14.9 Conflict

To the extent that the WebEx Terms of Service, the Microsoft Terms of Service, the GlobalMeet Terms of Service or the Adobe Terms

of the EULAs conflict with the standard terms and conditions of this Agreement, those Terms of Service, as may be applicable, will

prevail.

15 BILLING FOOTNOTES, SERVICES AND FEES

15.1 Freephone pricing indicated designates freephone access from landline unless otherwise specified. Please note that addit ional

charges may be incurred should freephone numbers be dialled via mobile phone and/or payphone.

15.2 Pricing for moderator dial out is specific to dial out to landline unless otherwise specified. Additional charges may be incurred for

dial out to mobile phones.

15.3 PGi defines a typical conference call as 3 participants or more. For GlobalMeet® and ReadyConference® calls with less than

three participants, PGi will apply a minimum conference connections charge at the UK local access rate. This does not affect operator

assisted calls.

15.4 Where no rates have been agreed, PGi standard list rates will apply. Standard list rates can be obtained from your account

manager.

15.5 PGi offers billing in a number of currencies. PGi shall bill and You shall pay PGi in the currency so designated in this Agreement.

Notwithstanding, where Parties have agreed to local currency billing, the Parties shall use the following methodology to set exchange

rates for the purposes of converting the rates set forth in this Agreement to other currencies. PGi shall use, and shall bill You

according to, the end of day exchange rates as published in the Wall Street Journal on the Start Date for the Term of this Agreement.

If international sales, please note that clause 7.10 of these Terms and Conditions may apply.

15.6 PGi invoices the cost of the call on a per minute and per participant basis and rounds the price of the call to the nearest whole

cent.

15.7 Call set-up and disconnect charges apply to all inbound and outbound legs of all calls.

15.8 Customer will be charged for each full monthly detail paper invoice, unless and until Customer specifically elects to receive

online bill detail pursuant to the PGi' bill selection process. €21,00 /£17,00 / $26,00 (these fees are subject to change)

15.9 PGi applies a per minute surcharge to each Minute using US freephone access originating from Alaska, Hawaii or any US

Territory, the Caribbean or Canada.

15.10 Customers will be charged overage fees for minutes used and exceeding minimums available to Customer pursuant to specific

price plans offered from PGi and agreed by customer.

15.11 Pooling of audio minutes from multiple Named Users is not permitted

15.12 Customers will be charged a minimum charge for the per minute portion applying to PremiereCall Event, PremiereCall

Auditorium and PremiereCall Connection services. €300/£250/$400 (these fees are subject to change)

15.13 PGi applies a 4.3% Service Fee on all pre-tax charges

15.14 A Conference Call Minimum charge will be applied per conference call held. The charge is €3, £2.50, $4, SEK26, DKK23, NOK24 and CHF4. 15.15 Custom Prompts - Subsequent to the initial one year term, there is an Annual Maintenance Fee of

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€1,000/£850/$1,300

These Terms and Conditions were last revised in April 2015 and are subject to periodic revisions and updates

EMEA IE (EN) V5.8

Terms and Conditions Version 5.8

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Signatures The undersigned is authorised to sign on behalf of the Customer. Please type or print.

Premiere Conferencing Ireland (PGi)

Signature of authorised person Signature of authorised person Dominic Fairtlough - SVP Finance EMEA June McCarthy - SVP Marketing EMEA

Full Name (BLOCK LETTERS)

Crown Commercial Services

Title

Date Date

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