MERITSOFT SOFTWARE

STANDARD TERMS AND CONDITIONS
  1. Application
    1. These Standard Terms and Conditions shall apply to the provision of IT Services by Merit Software Limited to the Client.
    2. In the event of conflict between these Standard Terms and Conditions and any other terms and conditions (of the Client or otherwise), the former shall prevail unless expressly otherwise agreed by Merit in writing.
  2. Definitions and interpretation
    1. In these Standard Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings, and the definitions and rules of interpretation in this clause applies in these Standard Terms and Conditions, which for clarity shall include the Service Specific Terms and any Schedules and Invoices.
      “Standard Terms and Conditions”

      means these terms and conditions, any Invoice supplied by Merit, any Schedule(s), and the Service Specific Terms;

      “Business Day”

      means, any day between 9a.m. and 5p.m. (other than Saturday and Sunday) on which ordinary banks are open for their full range of normal business in London;

      “Business Purpose and Implementation”

      means the purpose for which the software is authorised to support for and it is acknowledged that different implementations, normally separately invoiced require their own specific licence, as set out in a particular Invoice,  Schedule and/or Appendix. Software Licences may not be swapped between implementations;

      “Commencement Date”

      means the commencement date as set out in these Standard Terms and Conditions;

      “Client”

      means the Client names on the Quotation and/or Invoice;

      “Merit”

      “Service(s)”

      Merit Software Limited, a company incorporated in Ireland (company number 282606), whose registered office is at 10 Wilfield Park, Sandymount, Dublin 4 (including any of its subsidiaries or group companies);

      means the Merit Software services, including Claim  Manager Software service(s), and each and every additional Module provided, or to be provided by Merit to the Client as stated on an Invoice and more particularly set out in Annex 2, also including any Support Services and/or services provided under these Standard Terms and Conditions;

      “Service Specific

      Terms” means the services to be provided by Merit to Merit as set out in Annex 2;

      “Equipment”

      “Fees”

      “Invoice”

      “Initial Term License

      Fee”

      “Annual

      Recurring License Fee”

      “Monthly Software

      Rental Fee”

      “Implementation and

      Upgrade Fee”

      “ Merit Software”

      Fee Schedule(s)

      means the terms and conditions SST MS1 at Annex 3 which relate to the Service(s) supplied to Client and which supplements these Standard Terms and Conditions;

      means the Equipment listed in the Invoice and shall include all updated or replacement parts and any additional equipment supplied by Merit;

      means any and all fees Invoiced to Client, including fees payable under the relevant Fees Schedule(s) arising out of the continued performance of Merit’s obligations and the Clients uninterrupted receipt of the Services; and which  shall accordingly be set out in an Invoice and  include but not be limited to the Initial Term License Fee, Annual Recurring License Fee, Monthly Software Rental Fee, Renewal License Fee and any implementation, support and maintenance fee;

      means the invoice submitted by Merit in respect of the Service(s) including any additional services provided by Merit under these Standard Terms and Conditions, the invoice template of which is set out in Annex 1;

      means the license Fee payable for the Initial Term of each and every Service as set out in these Standard Terms and Conditions and more particularly set out in an Invoice.

      means the annual license Fee payable for each and every Service as set out in these Standard Terms and Conditions and more particularly set out in an Invoice.

      means the monthly rental Fee calculated as the (Initial Term Licence Fee +RPI for the previous Initial Term) + (Annual Recurring Licence Fee)) ÷ 12 as set out in these Standard Terms and Conditions and more particularly set out in an Invoice;

      means the fees payable for services at the implementation of the Software or upgrade and bespoke changes to the configuration of the Software;

      means any software provided by Merit including Claim Manager Software and any associated Modules,  any and all programs, applications, instructions or similar that may from time to time be installed, reinstalled or upgraded on the Clients computer systems; and

      means any and all schedules of Fees and/or payment schedule (or parts thereof) to any Prior Agreement which sets out the Fees payable by Client in respect of the Service(s) and which are set out in each and every Invoice and accordingly incorporated into these Standard Terms and Conditions;

      Support Services

      Schedule(s)

      Schedule(s)

      “Prior Agreement”

      “Annex 2”

      “Annex 3”

      “User”

      “User Administration

      Screen”

      means any and all schedule(s) of Support Services (or parts thereof) to any Prior Agreement which is referred to in an Invoice and accordingly incorporated into these Standard Terms and Conditions;

      means any schedule(s), including Fees Schedule(s) and/or Support Services Schedule(s) referred to in an Invoice which are accordingly incorporated into these Standard Terms and Conditions;

        

      means any prior existing agreement, variation, change order or renewal (expired or not) made between Merit and Client under which Merit provides (or provided) the Service(s) and the Client continues (or continued) to receive the Service(s) without interruption;

      describes the suite of Service Modules supplied to Client as described on a Quotation or any Invoice;

      means the terms and conditions of the Service Specific Term(s) relating to each Service as also set out at http://www.merit-soft.com/terms which shall be subject to change from time to time;

      means an employee of the Client, who has been granted access to the Service (or any part thereof) under a licence and whose details are logged and available on Merits User Administration Screen;#

      means the administration screen for each Service provided to Client accessible by Client and Merit and which amongst other things, details the number of Users set up on the Merit Software.

    2. Unless the context otherwise requires, each reference in these Standard Terms and Conditions to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. “these Standard Terms and Conditions” is a reference to these Standard Terms and Conditions and each of the Schedules and Service Specific Terms as amended or supplemented at the relevant time;
      4. a Schedule is a schedule to any Prior Agreement duly incorporated in to these Standard Terms and Conditions; and
      5. a Clause or paragraph is a reference to a Clause of these Standard Terms and Conditions or a paragraph of the relevant Schedule.
      6. a “Party” or the “Parties” refer to the parties to these Standard Terms and Conditions
    3. The headings used in these Standard Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Standard Terms and Conditions
    4. Words imparting the singular number shall include the plural and vice versa.
    5. References to any gender shall include the other gender.
    6. Where a conflict arises between any term of these Standard Terms and Conditions, these Standard Terms and Conditions shall take precedence.
  3. Merit’s Obligations
    1. With effect from the Commencement Date or any date of Renewal, Merit shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the Service(s) expressly identified in Annex 2 or any Service Specific Term(s).
    2. Merit will use reasonable care and skill to perform the Service(s) identified in Annex 2 or otherwise agreed in writing under these Standard Terms and Conditions.
    3. Merit will, subject to Clause 5, use reasonable endeavours to maintain the functionality of any Merit Software which may be installed or otherwise operative on the Client’s Equipment and undertakes to re-install any Merit Software which may have been corrupted or otherwise made unavailable due to hardware failure and to render such technical assistance as may be necessary to secure the satisfactory operation of the Equipment and Merit Software.
    4. Upon receipt of the Client’s request for support or rectification of a defect, Merit shall (subject to its then current commitments) normally begin work on such support or defect not later than 24hrs thereafter and shall carry out all Service(s) as specified in Annex 2 or any Service Specific Term(s) during a Business Day until all required work is completed to the reasonable satisfaction of the Client.
    5. Merit will not guarantee the performance of any Merit Software which Merit has undertaken to re-install under sub-Clause 3.3.
    6. Merit shall use all reasonable endeavours to complete its obligations under Annex 2 or any Service Specific Term(s). The Parties agree that time will not be of the essence in the performance of these obligations.
    7. Merit will not be responsible for any Merit Software complying with any regulatory or compliance regulations that relate to the specific business purpose and implementation that the Merit Software or Service has been implemented for. Confirmation of compliance is the responsibility of the Client
    8. Any and all intellectual property rights relating to the Merit Software will be owned by Merit Software or it’s successors unless specifically agreed in writing otherwise
  4. Training and User Access
    1. Merit shall when requested provide training in accordance with the software program specified in Annex 2 or any Service Specific Term(s) to all staff that require it at the Client’s cost based on Merit’s then applicable rates.
    2. The cost of all training materials including, but not limited to, books, hand-outs and interactive resources which may be required shall not be included in the training Fees and will be billed by Merit to the client separately.
    3. Prior to the date of the Quotation, the Client shall determine the number of staff requiring training and shall inform Merit.
    4. All training Fees, unless specified otherwise in Annex 2 or any Service Specific Term(s), shall be paid by the Client at the same time as the first instalment of Fees payable under Clause 6. In the event that subsequent training of new staff is required, additional training Fees shall be charged on an ad-hoc basis with payment due prior to the commencement of such training.
    5. Further training may be required in the event of significant alterations or upgrades to the application software and the network Infrastructure. Merit shall inform the Client of such recommended training in advance and shall supply details of all required training Fees.
    6. Notwithstanding the provisions of this Clause 4, the Client is not bound to utilise Merit’s training services and is free to procure training from alternative sources.
    7. Client acknowledges that it uses the Merit Software as a stand-alone product installed on the Clients local server. In addition, Client confirms that although the modules may be accessed by a User on a stand-alone basis, some functions of each module may require a combination of modules before a User may access the full functionality of a module (e.g. SX1 calculation requires the SX1 module and the UK Tax Account documentation module).
    8. Client further acknowledges that in order to access the Implementation, each of its Users must be set up on the Clients system, and that each User must be granted their own Merit Software licence;
    9. The Merit Software licence shall allow Users to access the core Claim Manager Software, and additionally provide User access to the Modules associated with the particular Business Purpose and Implementation as set out in a relevant Annex 2.
    10. The Client shall provide monthly audits in respect of the number of Users which have been set up on the User Administration Screen. For the avoidance of doubt, upon a request by Merit, Client shall be obliged to provide a report generated by the Merit Software which shall list every User which has been set up on the system.
  5. Client’s Obligations
    1. The Client shall:
      1. allow Merit access to the Equipment and all relevant Merit Software for investigation purposes;
      2. provide adequate working space and facilities for Merit’s staff; and
      3. co-operate with them in the diagnosis of any defect or malfunction in the Equipment or Merit Software.
      4. Provide a User list detailing all the Users list as more specifically set out in this agreement.
    2. The Client shall allow Merit the use of any Equipment, computer systems, peripherals or other hardware necessary to enable it to provide the Service(s) and shall be responsible for procuring, installing and maintaining all communications media not supplied by Merit.
    3. The Client will not allow any changes or modifications to the Merit Software to be made by any party other than those authorised by Merit. If such changes or modifications are carried out without authorisation or appropriate notification, Merit reserves the right to review these Standard Terms and Conditions and make adjustments accordingly.
    4. The Client will make freely available to Merit all documentation associated with the Equipment, working documents, original Merit Software installation media, current data backups, Equipment and any other relevant hardware for the efficient maintenance of the Equipment and the Merit Software.
    5. The Client shall create regular data backups in such a manner as to minimise any potential data loss and to ensure that these are made available to Merit as required.
    6. The Client shall take all reasonable precautions to ensure the safety and health of Merit’s personnel while such personnel are at the Client’s premises.
    7. The Client will not in any circumstances seek to obtain the source code of the Merit Software or Services. In the event that such obligation is breached, the liability of the client for remedy will be unlimited
  6. Price
    1. The Client agrees to pay the Fees, as set out in each Invoice, in accordance with Clause 7 and/or the Service Specific Term(s).
    2. Merit shall be entitled to recover from the Client his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Service(s).
    3. The Client shall pay Merit for any additional services provided by Merit that are not specified in Annex 2 or any Service Specific Term(s) or any Service Specific Term(s) in accordance with Merit’s hourly rate in effect at the time of the performance or such other rate as may be agreed. Any such charge for additional services shall be invoiced separately from any Fees due under these Standard Terms and Conditions.
    4. All sums payable by Client pursuant to these Standard Terms and Conditions are exclusive of any value added or other sales tax or or other taxes or other taxes on profit, for which that Party shall be additionally liable.
  7. Payment
    1. All payments required to be made pursuant to these Standard Terms and Conditions by the Client shall be made within 30 days of the date of the relevant Invoice, without any set-off, withholding or deduction.
    2. The time of payment shall be of the essence of these Standard Terms and Conditions. If the Client fails to make any payment on the due date in respect of any sum due under these Standard Terms and Conditions then Merit shall have the right to charge the Client interest on any sum outstanding at the rate of 8% above the base rate of Barclays Bank PLC from the due date for payment until the date on which the payment is received.
    3. Unless otherwise set out in the relevant Service Specific Terms, the Initial Term License Fee shall automatically become payable upon the earlier of (a) commencement of the Initial Term; (b) the initial date on which the Service is delivered to the client for testing or (c) the date agreed that the term should start, whichever comes sooner. For the avoidance of doubt, Merit shall be entitled to retrospectively demand payment of an Initial Term License Fee at any time after the same becomes payable in accordance with this Clause 7.3.
    4. Payments in respect of the Annual Recurring License Fee, Renewal Fee, Initial Term License Fee and/or any other Fee as Invoiced by Merit shall be payable upon the receipt by Client of an Invoice in accordance with Clause 7.1 above. Furthermore, and for clarity, where Merit has not Invoiced the Annual Recurring License Fee, Renewal Fee or any other Fee for over two or more consecutive years, Merit may in its sole discretion Invoice multiple Fees’ retrospectively and concurrently, whereupon interest of 8% above Barclays Bank plc base rate shall also be charged at Merits sole discretion.
  8. Variation and Amendments
    1. Subject to Clause 8.3, if the Client wishes to vary any details of Annex 2 or any Service Specific Term(s) it must notify Merit in writing as soon as is reasonably possible. Merit shall use all reasonable endeavours to make any required changes and any additional costs thereby incurred shall be separately invoiced to the Client.
    2. If, due to circumstances beyond Merit’s control, it has to make any change in the arrangements relating to the provision of the Service(s) it shall notify the Client forthwith. Merit shall endeavour to keep such changes to a minimum and shall seek to offer the Client arrangements as close to the original arrangements as is reasonably possible in the circumstances.
    3. In accordance with Clause 10.2.1, upon such Renewal or anytime thereafter, Merit shall Invoice the Client for the Initial Term License Fee together with the Annual Recurring License Fee, or alternatively and in accordance with 10.2.2, Merit shall Invoice the Client the Monthly Software Rental Fee.
    4. From the date of issue of Invoice by Merit, Client shall have 3 working days to dispute the Invoice in writing and which must set out the particulars of the dispute. After the expiration of 3 working days, where no notice has been received, such Invoice shall be deemed valid and accepted by the Client.
    5. In accordance with Clause 8.4 above, Clients failure to notify Merit and set out its particulars of the disputed Invoice shall render any notice of dispute as invalid.
  9. Termination and Renewal
    1. Merit may terminate these Standard Terms and Conditions forthwith if:
      1. the Client is in breach of any of its obligations hereunder;
      2. the Client has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;
      3. the Client has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986;
      4. the Client ceases or threatens to cease to carry on business; or
      5. any circumstances whatsoever beyond the reasonable control of Merit necessitate and justify the Termination of the Service(s).
    2. In the event of Termination or breach of contract by Client, Merit shall retain any sums already paid by the Client without prejudice to any other rights may have whether at law or otherwise; and
      1. all amounts due from the Client under Merits Standard Terms and Conditions shall be paid immediately by the Client; and
      2. all Fees and Charges which will become due and payable under the current Term for each and every Service and/or Module (including Support Services) shall automatically be due and immediately payable to Merit.
  10. Renewal
    1. Upon the expiry of any Prior Agreement, and provided Merit supplies (or supplied) the Service(s) and Client continues (or continued) to receive the Service(s) without interruption, the terms of any aforesaid Prior Agreement shall automatically be superseded by these Standard Terms and Conditions save for the Fees Schedule(s) and Support Schedule(s), or any Schedule referred to on an Invoice, and which accordingly shall be substituted and incorporated into these Standard Terms and Conditions and shall continue to apply to the respective Service(s) and/or Module(s) to which they originally relate and which for the avoidance of doubt shall be set out in each and every Invoice (“Renewal”).
    2. The Client acknowledges that at Merits sole option, a Renewal shall be;
      1. for an Initial Term of ONE, THREE or FIVE years (“Initial Term”); or
      2. on a monthly basis which shall be set out in the first Invoice submitted to Client following Renewal; or
      3. automatically for an Initial Term of THREE years where the Invoice does not stipulate an Initial Term as in 10.2.1 or 10.2.2 above.
    3. The Client acknowledges that its receipt of Merits Invoice in respect of the continued provision of the Service(s) for a specific Business Purpose or Implementation shall serve as sufficient notice of Clause 9.3 above, and as such these Standard Terms and Conditions shall be duly incorporated forthwith.
    4. For the avoidance of doubt, the Merit Software shall amongst other things comprise of the core Claim Manager Software licences and any additional Modules utilised in the particular Business Purpose and Implementation. Modules cannot be utilised without core Claim Manager Software licences, nor can any other licences for such Modules exceed the term of the core Claim Manager Software licences, unless specifically agreed in writing.
    5. Merit Software may only be used in the locations as agreed in writing between Merit and Client. In the event that no such agreement is made, then Merit may at its option, terminate these Standard Terms and Conditions for a particular Module or set of Modules, and / or charge Client for a separate Business Purpose and Implementation.
  11. Liability
    1. The Client shall indemnify and hold Merit harmless against all damages, costs, claims and expenses suffered by Merit arising from loss or damage to any equipment (including that of third parties) caused by the Client, or its agents or employees.
    2. Where the Client consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Client shall be joint and several obligations of such persons.
    3. Merit shall not be liable to the Client or be deemed to be in breach of these Standard Terms and Conditions by reason of any delay in performing, or any failure to perform, any of Merit’s obligations if the delay or failure was due to any cause beyond Merit’s reasonable control.
    4. Save for death or personal injury caused by Merits negligence, including fraud or wilful misconduct Merit shall not be liable to the Client for any damages, or loss including loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with these Standard Terms and Conditions.
    5. If Merit fails to perform the Service(s) with care and skill it will at its sole option carry out remedial action at no extra cost to the Client.
  12. Confidentiality
    1. During the term of these Standard Terms and Conditions, the following obligations shall apply to the Party disclosing Confidential Information (‘the Disclosing Party’) to the other Party (‘the Receiving Party’).
    2. Subject to sub-Clause 11.3, the Receiving Party:
      1. may not use any Confidential Information for any purpose other than the performance of his obligations under these Standard Terms and Conditions;
      2. may not disclose any Confidential Information to any person except with the prior written consent of the Disclosing Party; and
      3. shall make every effort to prevent the use or disclosure of the Confidential Information.
    3. The obligations of confidence referred to in the provisions of this Clause shall not apply to any Confidential Information that:
      1. is in the possession of and is at the free disposal of the Receiving Party or is published or is otherwise in the public domain before its receipt by the Receiving Party;
      2. is or becomes publicly available on a non-confidential basis through no fault of the Receiving Party;
      3. is required to be disclosed by any applicable law or regulation;
      4. is received in good faith by the Receiving Party from a third party who, on reasonable enquiry by the Receiving Party claims to have no obligations of confidence to the other Party to these Standard Terms and Conditions in respect of it and who imposes no obligations of confidence upon the Receiving Party.
    4. Without prejudice to any other rights or remedies the Disclosing Party may have, the Receiving Party acknowledges and agrees that in the event of breach of this clause the Disclosing Party shall, without proof of special damage, be entitled to an injunction or other equitable remedy for any threatened or actual breach of the provisions of this clause in addition to any damages or other remedies to which he may be entitled.
    5. The obligations of the Parties under the provisions of this clause shall survive the expiry or the termination of these Standard Terms and Conditions for whatever reason.
  13. Sub-Contracting and Assignment
    1. Merit may sub-contract to third parties all or any part of the work to be performed hereunder.
    2. The Client shall not assign to a third party any or all of its rights or obligations under these Standard Terms and Conditions without the prior written consent of Merit.
    3. Client shall not allow Merit Software to be used by third party service providers without the express written permission of Merit.
  14. Force Majeure
    Neither Party to these Standard Terms and Conditions shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
  15. Waiver
    1. No waiver by Merit of any breach of these Standard Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of these Standard Terms and Conditions shall be effective only if given in writing and signed by the waiving party and then only in the instance and for the purpose for which any waiver is given.
    2. No failure or delay on the part of any Party in exercising any right, power or privilege under these Standard Terms and Conditions shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.
  16. Severance
    If any provision of these Standard Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Standard Terms and Conditions and the remainder of the provision in question shall not be affected thereby.
  17. Notices
    1. All notices under these Standard Terms and Conditions shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    2. Notices shall be deemed to have been duly given:
      1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
      2. when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated; or
      3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.
      5. in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
    3. Service of any document for the purposes of any legal proceedings concerning or arising out of these Standard Terms and Conditions shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
  18. Law and Jurisdiction
    1. These Standard Terms and Conditions shall be governed by the laws of England and Wales.
    2. Any dispute between the Parties relating to these Standard Terms and Conditions where the quantum of any claim is below £5,001 shall fall within the jurisdiction of the courts of England and Wales.
  19. Arbitration
    1. Any dispute or difference arising out of or in connection with these Standard Terms and Conditions, where the quantum of any claim is above £5,000 including, shall be finally resolved by arbitration under the UNCITRAL Rules in force at the date of these Standard Terms and Conditions. It is agreed that:
      (a) the tribunal shall consist of one arbitrator (who is to be a Solicitor or Barrister);
    2. (b)  in default of the parties’ agreement as to the arbitrator(s), the appointing authority shall be the Chartered Institute of Arbitrators in London;
    3. (c) the seat of the arbitration shall be London; and
      (d) the language of the arbitration shall be English.

Anex 1

Invoice Template

Description of Services and Modules Qty Rate Amount VAT
As per mail to name@client.com sent [date & time]

Re: [details]

(Code XXXXXXX)

XXXXX Module initial cost re term licence for

Period [date – date]

[XXXXXXXXXXXX.00] EC

Payment module implementation [No. Licenses] [Cost/License] [Total Cost] EC

Payments Module – Initial term discount –[XXXX]  -[XXXXX] EC (if any)

Minimum XXXXX and Payments Annual recurring

Licence cost [XXXXXX] EC

XXXXXXX Module initial cost re term licence for

Period [date – date]

[XXXXXXXXXXXX.00] EC

Payment module implementation [No. Licenses] [Cost/License] [Total Cost] EC

Payments Module – Initial term discount –[XXXX]  -[XXXXX] EC (if any)

Minimum XXXXX and Payments Annual recurring

Licence cost [XXXXXX] EC

ATTENTION client@email.com  contact reference was XXX ref  was XXXX

AS THIS IS AN INTRA EU SUPPLY, CUSTOMER IS

RESPONSIBLE FOR VAT

SST MS1 applies to Modules and/or Services described above unless otherwise agreed. Merit Software Limited Standard Terms and Conditions apply and may be viewed at www.merit-soft.com/terms

Anex 2

Service Specific Terms for Merit Software

Applicable Service Specific Terms

Merit Software and Modules

SST MS1

Claim Manager

(“Modules”)

Payments

Posting

Equilend

        Appendix C/P/F tracking

DPP – Dividend Profit Predictor

P&L

SX1 – UK AUKI required processing

SSI repository

Brokerage Manager (Core) including Futures)

Invoicing

Exception management & Workflow

Advanced Reporting

Interest claim calculation

Case Management

UK Tax document module

US Tax document module

FATCA and Securities of interest (US)

Client Money Manager

TMPG and JGB Fail charge

Workflow

Claim Manager-Money differences

French Transaction Tax Manager

Collateral Interest Manager


Anex 3

Service Specific Terms

SST MS1


Merit Standard Terms and Conditions for IT Services 2012 © 11/1012 FINAL