Contract Express Terms and Conditions
Addendum to Terms and Conditions of Business – Legal Services and Corporate Administration

1Introduction and Definitions

1.1

Unless otherwise defined herein or in theAuthorised Person T&C (available here),defined terms shall have the same meaning as
set out in the Ogier Terms and Conditions
applicable to you and which are available here.

1.2

Ogier Legal Shared Services Limited, amember of the Ogier Group, has been granted
a licence by the Software Provider for itself andon behalf of Ogier Group to use the Software
Provider's software to create, operate anddevelop Contract Express.

1.3

Ogier Legal Shared Services Limited, for itself
and on behalf of Ogier Group, is permitted bysuch licence to allow Clients, Client Entities andAuthorised Persons to access and use Contract
Express.

1.4

Ogier Legal Shared Services Limited, for itself
and on behalf of the Ogier Group, has the rightto grant a sub-licence to the Client, Client
Entities and its Authorised Persons to use andaccess Contract Express.

2

Application of Terms and Conditions andVariation

2.1

These Terms and Conditions apply to theoperation and access to Contract Express andshould be read in conjunction with any Client
Agreement. Unless expressly agreed otherwise
or expressly set out herein in the event of any
inconsistency between these Contract Express
Terms and Conditions and any Client
Agreement, the terms of the Client Agreement
shall prevail.

2.2

Provision of Contract Express shall constitute aService for the purposes of the Client
Agreement.

2.3

We reserve the right to vary these Terms andConditions from time to time, including during
the course of the provision of the Services,
without your prior consent. These Terms andConditions and any future variations will bepublished by way of public notice to all current
and prospective clients. On the basis of such
publication you shall be deemed to have agreed
to these Terms and Conditions and all suchvariations.

2.4

Each Authorised Person is required to accept
the Authorised Person Terms and Conditions
on access to Contract Express. Such terms
and conditions are incorporated herein byreference. In the event of any inconsistency
between the Contract Express Terms andConditions and the Authorised Person Terms

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and Conditions, the terms of the Contract
Express Terms and Conditions shall prevail.
3Grant of Licence

3.1

In connection with the provision of Contract
Express as a Service, Ogier shall grant a nonexclusive, non-transferable, revocable, limited
license to the Client and each Authorised
Person to use and access Contract Express inaccordance with these Terms and Conditions
and in respect of the Client Entities notified fromtime to time.

4Authorisation of Authorised Persons

4.1

You authorise Ogier to allow those persons
notified to Ogier to use and access Contract
Express.

4.2

Ogier may rely on Proper Instructions inproviding access to Contract Express toAuthorised Persons. In providing those Proper
Instructions the person providing suchinstruction is warranting that they have full
capacity and authority to do so. It shall be aconclusive presumption that any personpresenting valid authentication credentials toaccess the Client Service Portal has been so
authorised unless Ogier has been notified tothe contrary.

4.3

By authorising Ogier to allow Authorised
Persons to use and access Contract Express
you are agreeing to those Authorised Persons
having access to the Content.

4.4

You undertake to inform Ogier immediately inthe event that any Authorised Person has
ceased or will cease to be entitled to be an
Authorised Person and that such Authorised
Person's access to Contract Express should
be restricted or revoked. Upon receipt of such
notification Ogier shall take such steps as isnecessary to revoke or restrict suchaccess. Ogier will not be liable for any loss,injury, claim, liability or damage arising as aresult of non-delivery or a delay in us receivingsuch notification.

4.5

Ogier may regulate and restrict access inaccordance with its access and security
procedures in effect from time to time,
includingrequiringentryofSecurity
Information.

5Confidentiality and Data Protection

5.1

In addition to the Data Protection andConfidentiality provisions made in the Client
Agreement and those in the Authorised User
Terms and Conditions, you consent on yourown behalf and on behalf of any Client Entity

and any officers, employees, associates (andwhere applicable family members) to:(a)disclosure or transfer by Ogier of Client
Information and information relating to its
Authorised Users' use of Contract Express toemployees of Ogier, Ogier's Authorised
Users, other persons reasonably necessary,or as required by law; and(b)the processing and disclosure of data by
Ogier (and third parties engaged by Ogier,including the Software Provider) for the
purposes of the administration andmanagement of Contract Express andcompliance with applicable procedures, laws
and regulations.

5.2

You acknowledge that Client Information may
be stored, processed and maintained by theSoftware Provider on servers in a number ofdifferent countries and that it may be necessary
to send such Client Information from one
country to another. In this regard, you explicitly
consent to the transfer of all Client Information
into and out of any such countries, which may
not provide an adequate level of protection for
the rights of the data subject.

6Deletion of Your Content

6.1

Subject to our record retention policy andunless we advise you in writing, Your Content
will be automatically deleted within thirty (30)days commencing (at the earliest) from the dateof creation of a document within Contract
Express.

7

Termination

7.1

The provision of Contract Express may beterminated by Ogier immediately upon notice toyou and shall automatically terminate upon
termination of the Client Agreement.

7.2

On termination for any reason all rights granted
to the Client, Client Entity and any Authorised
Person under this licence shall cease and theClient, Client Entity and any Authorised Person
shall cease all activities authorised by thislicence

February 2021

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