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Connected Services Requirements
If you are purchasing one of our Connected Services or
you have received a free trial period of such services aspart of your product purchase, then the following
Connected Services Requirements shall apply, inaddition to the Conditions or any other agreement
signed by the parties. The applicability of any otherterms and conditions is explicitly rejected andsuperseded by our Conditions and our Connected
Services Requirements or any other agreement signedby the parties.

1.3 The Buyer shall not:(a) except as may be allowed by any applicable law whichis incapable of exclusion by Contract between the parties
and except to the extent expressly permitted under thisContract:(i) attempt to copy, modify, duplicate, create
derivative works from, frame, mirror,
republish, download, display, transmit, or
distribute all or any portion of the MP Softwarein any form or media or by any means; or(ii) attempt to de-compile, reverse compile,
disassemble, reverse engineer or otherwise
reduce to human-perceivable form all or any
part of the MP Software; orBACKGROUND(A)
Supplier wishes to provide the Buyer with theConnectivity Service.
(B)
Buyer wishes to purchase or receive a free trialof the Connectivity Service on the Connected Services
Requirements set out below.

1.1 Subject to the Buyer complying with (a) to (b) below,
the Supplier hereby grants to the Buyer a non-exclusive,
non-transferable right, without the right to grant
sublicences, to permit the Authorised Users to use theConnectivity Service during the Subscription Term solely
for the Buyer’s internal business operations.

(b) access all or any part of the MP Software andConnectivity Services in order to build a product orservice which competes with the Connectivity Services;or(c) use the MP Software and or Connectivity Services toprovide services to third parties; or(d) shall not assign, sub-contract or transfer in any way
with, any of its rights or obligations under this Contract ,nor will Buyer be permitted to license, sell, rent, lease,transfer, assign, distribute, display, disclose, or otherwisecommercially exploit, or otherwise make the MP
Software and or Connectivity Services available to any
third party except the Authorised Users; or(e) attempt to obtain, or assist third parties in obtaining,access to the MP Software and or Connectivity Services,other than as provided under this clause; or(f) introduce or permit the introduction of, any Virus into
the Supplier’s network and information systems.

(a) paying the required amounts as set out
under the Quotation or Invoice or receiving afree trial, and1.4 The rights provided under this clause 1.1 are granted
to the Buyer only and shall not be considered granted toany subsidiary or holding company of the Buyer.

(b) adhering to the Conditions and Connected
Services Requirements throughout thisContract.

2.Prices and Payment(C)Supplier and Buyer further wish that thesupplemental Connected Services Requirements set out
below apply to the Conditions (set out above) and thatthese supplemental requirements, will jointly form theagreement (“Contract”) and are binding and enforceable
provisions of this Contract.
1.Buyer obligations

2.1 The prices for the Connectivity Service will be as set
out in the Quotation or invoice or as otherwise agreed
between the parties in writing.

1.2 The Buyer shall -2.2 The Supplier will invoice the Buyer, in respect of paid
for Connectivity Service yearly in advance, unless agreed
otherwise. Terms of payment shall be net thirty (30) days
from the date of invoice, unless agreed otherwise.

(a) use all reasonable endeavours to prevent any
unauthorised access to, or use of, theConnectivity Service and, in the event of any
such unauthorised access or use, promptly
notify the Supplier, and(b) make every effort to reduce the security
Vulnerabilities surrounding the Registered
Product, PC and network connection, and(c) ensure that Authorised Users use theConnectivity Service in accordance with theConditionsandConnected
Services
Requirements of this Contract and shall beresponsible for any Authorised User’s breach ofthis Contract, and(d) the Buyer shall comply with the Self-Install
Requirements.

2.3 If the Supplier has not received payment within 30
days after the due date, and without prejudice to any
other rights and remedies of the Supplier, the Suppliermay, without liability to the Buyer, disable the Buyer’s
access to all or part of the Connectivity Services and theSupplier shall be under no obligation to provide any or allof the Connectivity Services while the invoice(s)concerned remain unpaid.

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3.Supplier obligations

5. Confidentiality (in addition to either our clause 18 in
our Conditions or a similar clause in such otheragreement as signed by parties)

3.1 The Supplier undertakes, during the Subscription
Term, to use all reasonable skill and care to supply theConnectivity Services in accordance with this Contract.

5.1 Buyer Confidential Information shall comprise ofAsset Management Data. Buyer Confidential Information
shall be stored securely and will never be shared, unlessSupplier has a legal obligation to disclose such
Confidential Information.

3.2 The Supplier:(a) does not warrant that:(i) the Buyer’s use of the Connectivity Services
will be error-free; or

5.2 The Buyer acknowledges that the MP Software andinformation relating to the MP Software, including theresults of any performance testing (which does notinclude Buyer data) of MP Software, constitutes Suppliers
Confidential Information.

(ii) that the Connectivity Services and/or theinformation obtained by the Buyer through theConnectivity Services will meet the Buyer’s
requirements; or

5.3 At the request of the Buyer, the Supplier shall archive
Asset Management Data or erase from its computer
systems (to the extent reasonably practicable) or returnto the Buyer all documents and materials (and anycopies) containing, reflecting, incorporating, or based on
the Buyer’s Confidential Information and Sample Results.
For the avoidance of doubt this obligation does not apply
to any Telemetry Data or Software Crash Data or
information derived by the Supplier from analysis of theTelemetry Data or the Software Crash Data. The Supplier
may retain one copy of the Confidential Information forthe sole purpose of ascertaining its ongoing rights andresponsibilities in respect of such information.

(iii) the MP Software or the Connectivity
Services will be free from Vulnerabilities orViruses;(b) is not responsible for any delays, delivery failures, or
any other loss or damage resulting from the transfer ofdata over communications networks and facilities,
including the internet, and the Buyer acknowledges that
the Connectivity Services may be subject to limitations,delays and other problems inherent in the use of suchcommunications facilities.
(c) that the Connectivity Service will be compatible with
the Buyer’s information technology infrastructure and orsoftware.

6.Intellectual Property Rights (in addition to either ourclause 16 in our Conditions or a similar clause in suchother agreement as signed by parties)

3.3 The Supplier warrants that it has and will maintain allnecessary licences, consents, and permissions necessary
for the performance of its obligations under this Contract.

6.1 The Buyer acknowledges that all the intellectual
property rights in the MP Software shall belong toSupplier or relevant third-party owners (as the casemaybe) and the Buyer shall have no rights in or to the MP
Software other than the right to use it in accordance withthe Conditions and the Connected Services Requirementsof the Contract.

3.4 If there are any issues with the MP Software, thatcannot be dealt with normal maintenance, then Supplierwill;(a) Issue update to the MP Software; or

6.2 Supplier shall own any intellectual property derived
by Supplier from the analysis of the Telemetry Data andthe Software Crash Data.

(b) Terminate the Contract immediately by noticein writing to the Buyer and refund any of themonies paid by the Buyer as at the date oftermination (less a reasonable sum in respectof the Buyer’s use of the MP Software to thedate of termination).

6.3. Supplier shall have no obligation or liability under
this clause (and clause 16 of Conditions) insofar
as the infringement arises from: (i) any additions
or modifications made to Connectivity Service inquestion, otherwise than by MP or with its priorwritten consent; or (ii) the use of Connectivity
Service beyond that scope established by
Supplier or approved in writing by Supplier.

3.5 Subject to the Buyer
ensuring that they havecomplied with the Supplier Specifications and or installed
any update provided by the Supplier, then the Supplier
warrants an uptime of above 95% for the Connectivity
Services over the Subscription Term If Supplier is unable
to provide the uptime as stated, Buyer and Supplier will
liaise to discuss a credit for following Subscription Term.

6.4 Without prejudice to clause 14.1 of the Conditions,this clause states the entire liability of Supplierand the exclusive remedy of Buyer with respect
to any alleged infringement of intellectual
property rights belonging to a third party arisingout of or in connection with the performance of
any Contract. This clause shall be subject to thelimits of liability in clause 14.2 of the Conditions.

4.Buyer Data
4.1 The Buyer shall own all right, title and interest in andto all of the Sample Results and are responsible for thesecurity of its proprietary and Confidential Information.

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7. Term and termination

Contract which existed at or before the date oftermination shall not be affected or prejudiced.

7.1 This Contract shall, unless otherwise terminated asprovided in this clause, commence on the Effective Dateand shall continue for the Initial Subscription Term and,
thereafter, this Contract can be automatically renewed
for successive periods of 12 months (each a RenewalPeriod), provided Buyer has paid monies due under
Quotation or invoice, unless:(a) either party notifies the other party oftermination, by email as set out in the SupplierSpecification document in the help section , atleast 60 days before the end of the Initial
Subscription Term or any Renewal Period, inwhich case this Contract shall terminate upon
the expiry of the applicable Initial Subscription
Term or Renewal Period; or(b) otherwise terminated in accordance withthe provisions of this Contract;

8. Liability please see clause 14 of the Conditions orsimilar clause in other agreement as signed by theparties.
9. Governing law and Jurisdiction
9.1 The Connected Services Requirements and any
dispute or claim arising out of or in connection with it or
its subject matter or formation (including noncontractual disputes or claims) shall be governed by andconstrued in accordance with English law.
9.2 The parties irrevocably agree that the competentcourts in England and Wales shall have exclusive
jurisdiction to settle any dispute or claim that arises outof or in connection with the Connected Services
Requirements or its subject matter or formation(including non-contractual disputes or claims).

7.2 Without affecting any other right or remedy available
to it, either party may terminate this Contract withimmediate effect by giving written notice to the otherparty if:(a) the other party fails to pay any amount due
under this Contract on the due date forpayment and remains in default not less than
14 days after being notified in writing to makesuch payment;(b) the other party commits a material breachof any other term of this Contract and (if suchbreach is remediable) fails to remedy thatbreach within a period of 21 days after being
notified in writing to do so;(c) the other party ceases to do business,becomes unable to pay its debts when they falldue, becomes or is deemed insolvent, has areceiver,manager,administrator,
administrative receiver or similar officer
appointed in respect of the whole or any partof its assets or business, makes any
composition or arrangement with its creditors,
takes or suffers any similar action inconsequence of debt, an order or resolution ismade for its dissolution or liquidation (otherthan for the purpose of solvent amalgamation
or reconstruction) or enters into liquidation
whether compulsory or voluntarily

10. Definitions – capitalised terms used but nototherwise defined herein shall have the same meaning
given in the Conditions.
“Affiliates” means in the case of Buyer any other entity
that, directly or indirectly through one or moreintermediaries, controls, is controlled by, or is undercommon control with, Buyer. As used herein, the term
“control” means possession of direct or indirect power toorder or cause the direction of the management andpolicies of a corporation or other entity whether (a)through the ownership of more than fifty percent (50%)
of the voting securities of the other entity; or (b) bycontract, statute, regulation or otherwise. In the case of
the Supplier any other entity directly or indirectlycontrolled by Spectris PLC.
“Asset Management Data” means all data exported tothe MP Cloud by MP Software excluding the Software
Crash Data and the Telemetry Data.
“Authorised Users” means the Buyer and or thoseAffiliates who are authorised to use the Connectivity
Service.
“Connected Services Requirements” means theserequirements as from time to time varied by Supplier.
“Connectivity Service” means an online service providing
one or more of the following services:

7.3 On termination of this Contract for any reason:(a) all licences granted under this Contract
shall immediately terminate; and(a) To monitor Telemetry Data and/or the utilization
rate of the Registered Product, which will only beviewable by Supplier’s customer services team if aproblem occurs with the product, to help diagnosisof the problem. or(b) Supplier’s customer service team will proactively
monitor the Registered Product, to provide support
under the support contract purchased by Buyer for
the Registered Product. or(c) If opted in by Buyer at end of trial period and subject
to an additional cost, Buyer shall have a subscription(b) the Buyer shall immediately cease all use ofthe Connectivity Services (for the avoidance ofdoubt, Telemetry Data and Software Crash
Data will no longer be received); and(c) any rights, remedies, obligations orliabilities of the parties that have accrued up to
the date of termination, including the right toclaim damages in respect of any breach of the3Unrestricted Document

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Connected Services Requirements
to the portal that will provide them with insights inthe data collected from of the Registered Product.

information for diagnosis. This error report will notcontain any Sample Results or information from whichthe Sample Results could be inferred, or reverseengineered.

“Confidential Information” means the Buyer Confidential
Information (as defined in clause 7.2) and the Supplier’s
Confidential Information (as defined in clause 7.3).

“Subscription Term” has the meaning given in clause 7.1(being the Initial Subscription Term together with any
subsequent renewal periods).

“Conditions” means Malvern Panalytical’s Terms andConditions for the Sale and Supply of Goods and Services,whichcanbeconsultedon
https://www.malvernpanalytical.com/en/aboutus/terms-of-sale-and-service.

“Supplier” means Malvern Panalytical Limited or B.V. or
any of its Affiliates as named in the Quotation.
“Supplier Specification” means the document that
Supplier provides to the Buyer (including the Self-Install
Requirements) which sets out what technicalrequirements are needed to receive the Connectivity
Service.

“Contract” means the Contract between Buyer andSupplier arising as a result of Buyer’s submission of anorder for Connectivity Services or receiving a free trial ofsuch services and Supplier has accepted such order inwriting to provide the Connectivity Services by Supplieror provided the free trial as part of a purchase of aproduct. Such Contract shall be deemed to incorporate
and be governed by these Connected Services
Requirements and Conditions as from time to time varied
by Supplier.

“Telemetry Data” means:(a) Any data describing the performance of a Registered
Product's sub-components and assemblies, together
with the time such data was generated.
(b) The Registered Product’s configuration, including
the crystals, masks, filters, detectors, andcollimators deployed.
(c) The results of the Supplier’s reference sample tests
being conducted on the Registered Product.
(d) Notifications and messages generated by the MPSoftware.
Telemetry Data shall not include any Sample Results orinformation from which the Sample Results could beinferred, or reverse engineered.

“Buyer” means the person, firm or company which places
an order for the purchase of the Connectivity Service, as
identified in any such order or Quotation as the case maybe.
“Effective Date” means the date upon which the Buyers
Registered Product is connected to the MP Cloud.
“Initial Subscription Term” means a period of 12 months
from the Effective date or other such period as indicatedby Supplier in relation to the free trial.

“Quotation” means a document provided by Supplierdescribing Connectivity Services offered to Buyer, subject
to these Connected Services Requirements andConditions.

“MP Cloud” means the remote computer network andassociated applications from which the Connectivity
Service will be provided, which is hosted in the MS Azure
environment.

“Virus” means anything or device (including any
software, code, file or programme) which may: prevent,impair or otherwise adversely affect the operation of any
computer software, hardware or network, any
telecommunications service, equipment or network or
any other service or device; prevent, impair or otherwise
adversely affect access to or the operation of any
programme or data, including the reliability of any
programme or data (whether by re-arranging, altering or
erasing the programme or data in whole or part orotherwise); or adversely affect the user experience,
including worms, trojan horses, viruses and other similar
things or devices.

“MP Software” means software owned and provided by
Supplier for installation on the PC that is used by theAuthorised User in association with the RegisteredProduct.
“PC” means the personal computer that is used with theRegistered Product.
“Renewal Period” means the period described in 7.1.
“Registered Product” means any Supplier instrumentthat makes use of the Connectivity Service.
“Sample Results” means any chemical, biological, or
physical properties of a Buyer provided sample asdetermined by a Registered Product.

“Vulnerability” means a weakness in the computational
logic (for example, code) found in software and hardware
components that when exploited, results in a negative
impact to the confidentiality, integrity, or availability, andthe term Vulnerabilities shall be construed accordingly.

“Self-Install Requirements” means the document
provided by the Supplier, which sets out the instructions
to enable installation of the Connectivity Service on yourPC.

July 2022 edition“Software Crash Data” means an error report
automatically generated by the PC used in association
with the Registered Product containing all necessary4

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