StratoBayes SaaS Terms and Conditions

Version 2, effective 1 November 2026. Version 1.0 remains available at https://www.stratobayes.com/terms/v1 for agreements that incorporate it. Other previous versions are available on request from [email protected].

StratoBayes Limited, registered in England and Wales, company number 17062940, registered office Salvus House, Aykley Heads, Durham, DH1 5TS ("StratoBayes").

Contact and notices: [email protected]

BACKGROUND

(A) StratoBayes developed, owns and runs the Platform. StratoBayes wishes to provide, and the Client wishes to procure, access to the Platform for the number of End Users stated in the Order Form, for the Purpose and on the terms of the Agreement.

(B) StratoBayes offers additional Services and Features related to the Platform. StratoBayes wishes to provide, and the Client wishes to procure, the Services and Features selected in the Order Form on the terms of the Agreement.

(C) StratoBayes also offers free or nominally charged evaluation, beta and pilot access to the Platform, including through the StratoBayes website. Schedule 3 applies to that access.

OPERATIVE PROVISIONS

Interpretation and Contractual Package

1. Definitions

The definitions in this Clause apply in these SaaS Terms (and to the Agreement as incorporated in an Order Form or accepted in accordance with Clause 2.1(b)):

"Access Code" means each personal identification number or password that enables an End User to access or use the Platform;

"Affiliate" means, in respect of a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party, where "control" means the ownership of more than 50 per cent of the voting rights, or the power to direct the management and policies, of an entity;

"Agreement" means the documents listed in Clause 2.2, together;

"Applicable Tax" has the meaning given in Clause 10.7;

"Background IPR" means all IPR owned by or licensed to a party before the Effective Date, or created or developed by or on behalf of that party at any time independently of the Agreement;

"Base Terms" means the Clauses of these SaaS Terms, excluding the Paragraphs of the Schedules;

"Basic Support Services" means the support services described in Paragraph 2 of Schedule 2;

"Business Day" means any day that is not a weekend or a public holiday in England and Wales, and "Business Hours" means 9.00 am to 5.00 pm UK time on a Business Day;

"Client" means the company, partnership, sole trader or other business entity named in the Order Form or, in the case of Evaluation Access, identified in accordance with Paragraph 2 of Schedule 3;

"Client Contributions" means any information or data that the Client uploads to the Platform, including gamma ray, density, porosity, geophysical and project data and other relevant datasets;

"Client Materials" means Client Contributions, User Inputs and any other data, documents or information provided to StratoBayes by or on behalf of the Client or an End User;

"Client Outputs" means the Platform Generated Insights, reports and other deliverables that are generated for, or delivered to, the Client under a paid subscription or paid Service, in the form in which they are made available to the Client, together with the Client Materials incorporated in them, but excluding:

(a) the Platform, the Documentation, the Information, and the algorithms, models, model parameters and weights, methodologies and generic output structures, templates and formats used to produce them;

(b) any proposal, recommendation, advice or other communication of StratoBayes that is not an output of the Platform and is not a deliverable identified in the Order Form as professionally reviewed for the purposes of Clause 5.5; and

"Contract Year" means each period of twelve months beginning on the Effective Date or on an anniversary of the Effective Date;

"Conventions" means the assumptions and methodologies set out in Schedule 1, as updated from time to time in accordance with Clause 6.1;

"CPI" means the UK consumer prices index as published from time to time by the Office for National Statistics (or its successor), or the nearest available index;

"Documentation" means the technical user documentation for the Platform, the Features and the Services made available to the Client at the location notified to it (online or as otherwise notified), as updated from time to time in accordance with Paragraph 2.4 of Schedule 2, including user guides, instructions and technical descriptions of the Platform, the Services or any Feature. The Documentation expressly excludes marketing and promotional materials, website copy, sales presentations, roadmap statements and any statement of intended or future functionality;

"Effective Date" means the date of the Order Form or, in the case of Evaluation Access, the date on which the Agreement is formed under Clause 2.1(b);

"End User" means each named employee, contractor or representative of the Client who is authorised by StratoBayes and the Client to access and use the Platform (in whole or in part) using their own Access Code in accordance with the Agreement;

"Enhanced Support Services" means the enhanced support or consultancy services specified in the Order Form, as described in Paragraph 3 of Schedule 2, where purchased under the Order Form;

"EULA" means the third party and open source licence terms applicable to individual components of the Platform, as notified in the Documentation or at Platform log-in. Those terms apply to the relevant components only and do not restrict the licence granted in Clause 3.2;

"Evaluation Access" has the meaning given in Paragraph 1.1 of Schedule 3;

"Evaluation Order Form" means an Order Form (however described) under which Evaluation Access is provided free of charge or for a nominal charge;

"Feature" means an additional feature shown as optional in the Order Form, including the:

(a) Data Upload Feature;

(b) Stratigraphic Correlation Feature; and

"Feedback" means suggestions, ideas, enhancement requests and recommendations concerning the Platform, the Features or the Services which the Client voluntarily provides to StratoBayes. Feedback does not include the Client Materials, the Client Outputs, the Client's Background IPR, or any of the Client's own methods, workflows, interpretation practices or datasets;

"Fees" means the Subscription Fees and the Usage Based Fees;

"Force Majeure Event" means any cause beyond the reasonable control of the affected party, including any act of God, act of terrorism, governmental act, war, fire, flood, explosion, civil commotion, industrial action (excluding industrial action internal to the affected party) or failure in public telecommunications or network services. No Security Incident, and no failure or unavailability of a party's own systems, personnel, subcontractors, hosting arrangements or providers of Third-Party Tools, is a Force Majeure Event;

"Information" means information disclosed by or on behalf of StratoBayes and obtained by the Client relating to the Platform, including:

(a) the algorithms, models, methodologies and generic output structures, templates and formats used by the Platform, and technical information about how the Platform operates; and

(b) additional analytical, benchmark and trend data that StratoBayes may share at its discretion,

but excluding the Client Outputs and the Client Materials;

"Initial Term" has the meaning given in the Order Form;

"IPR" means all copyright and related rights, database rights, rights in software, source code, functionality, website designs, text, images, audio and video, trade marks, service marks, trade, business and domain names, rights in trade dress, get-up or goodwill or to sue for passing off, rights in designs, patents and rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, registered or unregistered, in any part of the world;

"Marks" means, in respect of a party, whether registered or not:

(a) any trade marks, trade names, service marks, trade dress, logos, URLs, domain names, and identifying slogans and symbols;

(b) any abbreviation, contraction or simulation of any of the items in paragraph (a); and

"Open Source Software" means any software licensed under a licence meeting the Open Source Initiative's Open Source Definition (www.opensource.org), and any libraries or code licensed under the General Public Licence (www.gnu.org);

"Order Form" means the order form entered into between the parties in accordance with Clause 2, and includes an Evaluation Order Form;

"Platform" means StratoBayes' proprietary software platform for stratigraphic correlation and, in relation to the Client, the Platform Modules made available to the Client;

"Platform Generated Insights" means the insights, correlations, age models, analyses and other outputs generated or extracted by the Platform, as contemplated in Clause 5.1. Proposals, suggestions, recommendations and advice offered by StratoBayes to the Client are not Platform Generated Insights and remain the Information and the Confidential Information of StratoBayes;

"Platform Licence Fee" means the licence fee payable by the Client to StratoBayes as a Subscription Fee, as specified in the Order Form and in accordance with Clause 10.1;

"Platform Modules" means the modules purchased under the Order Form or, in the case of Evaluation Access, the modules made available at signup in accordance with Paragraph 1.5 of Schedule 3;

"Platform Usage Data" means usage information automatically collected and reported by the Platform about how it is used by the Client and its End Users, excluding Client Materials, Client Outputs and any identifiable project content. Platform Usage Data excludes personal data, except to the extent that personal data contained in it is processed in accordance with Schedule 5;

"Plug-in and White Labelling Feature" means the plug-in and white labelling feature described in Schedule 4 (where selected in the Order Form);

"Purpose" means:

(a) use in the Client's business or research undertaking stratigraphic correlation, as further specified in the Order Form;

(b) verification and quality control by the Client of the accuracy, completeness and description of its own Client Materials;

(c) the preparation of reports, interpretations, models and other deliverables for the Client's own clients in the ordinary course of the Client's business, subject to Clause 5.3; and

(d) in the case of Evaluation Access, evaluation of the Platform in accordance with Schedule 3.

StratoBayes does not verify the accuracy or completeness of any Client Materials, and Clauses 4.4, 5.4 and 6.2 apply;

"Rate Card" means the rate card at Annex 1 of the Order Form;

"Renewal Period" has the meaning given in the Order Form;

"Restricted Party" means a person that is (a) designated on, or owned or controlled by a person designated on, any list of restricted, designated or sanctioned parties maintained under Sanctions and Export Control Laws, (b) established, located or resident in a territory subject to comprehensive trade sanctions, or (c) otherwise the target of Sanctions and Export Control Laws;

"Sanctions and Export Control Laws" means the trade, economic and financial sanctions, and the export control laws and regulations, of the United Kingdom, the European Union, the United States of America and the United Nations, in each case to the extent applicable to a party;

"Security Incident" means any accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of or access to (a) Client Materials or Client Outputs held by or on behalf of StratoBayes, or (b) Access Codes, End User authentication data or Client account data held by or on behalf of StratoBayes, which results, or is reasonably likely to result, in an adverse effect on the Client. A Security Incident does not include an unsuccessful attempt, routine scanning or probing, or an incident with no adverse effect on the confidentiality, integrity or availability of the materials or data concerned;

"Services" means the:

(a) Support Services;

(b) Enhanced Support Services; and

"Special Conditions" means the additional provisions in an Order Form that take priority over these SaaS Terms in accordance with Clause 2.2;

"StratoBayes" means StratoBayes Limited, whose details appear at the top of these SaaS Terms;

"Subscription Fee" means charges payable on an ongoing basis in accordance with the Order Form, including:

(a) the Platform Licence Fee;

(b) the Support Fee;

(d) white labelling fees; and

(e) excess storage fees, if applicable;

"Support Fee" means the Subscription Fee for Enhanced Support Services as specified in the Order Form, if applicable;

"Support Services" means the services provided in accordance with Paragraphs 1 and 2 of Schedule 2, including the Basic Support Services;

"Term" means the period commencing on the Effective Date and ending on the later of:

(a) the end of the Initial Term stated in the Order Form; and

(b) the end of any Renewal Period stated in the Order Form,

or, in the case of Evaluation Access, the period determined in accordance with Paragraph 4 of Schedule 3;

"Third Party Content" means content in the Platform that StratoBayes has collected from third party sources, such as geological or geophysical data and data from other third party platforms or software;

"Third-Party Tools" means software tools and services operated by third parties and used by StratoBayes in operating the Platform or performing the Services, including cloud hosting, data storage, data processing, analytics, software development and artificial intelligence tools;

"Upgrade" means new features, functionality, applications or tools that StratoBayes may make available on the Platform (including in respect of the Platform or any Feature);

"Usage Based Fee" means charges that arise based on usage in accordance with the Order Form, including for:

(a) correlation projects undertaken;

(b) Platform Generated Insights; and

"User Cap" means the maximum number of users stated in the "User Cap" section of the Order Form;

"User Input" means any information or material provided to StratoBayes by an End User, or on behalf of an End User, in connection with the Agreement, including by direct upload or contribution to the Platform; and

"Volume Cap" means the maximum usage volumes stated in the "Volume Cap" section of the Order Form.

2. Formation and order of priority

2.1 Formation: An Agreement between the parties is formed:

(a) where the parties enter into an Order Form, on the date of that Order Form; or

(b) where the Client is given Evaluation Access, on the earlier of (i) the date on which the Client, or a person acting on the Client's behalf, accepts these SaaS Terms at signup (including by clicking to accept them on the StratoBayes website) and (ii) the date of an Evaluation Order Form.

2.2 Order of priority: The Agreement incorporates the following documents in the following order of priority:

(a) the Special Conditions of the Order Form;

(b) the Order Form, including any Annex;

(d) Schedule 6 (Security), which applies in all cases and does not depend on any selection in the Order Form;

(e) Schedule 2 (Support Services), Schedule 3 (Evaluation and Pilot) in respect of Evaluation Access, and Schedule 4 (Plug-in and White Labelling Feature) where selected in the Order Form;

(f) the Clauses of the Base Terms;

(g) Schedule 1 (Conventions); and

(h) the Documentation and the EULA.

2.3 Each document listed in Clause 2.2 prevails over any document lower in that order of priority to the extent of any conflict or inconsistency between them. Subject to that, the documents are to be read together so as to give effect to all of them so far as possible.

2.4 Business to business only: The Platform, the Features and the Services are offered only to businesses acting in the course of a business, and are not offered to consumers or for personal, family or household purposes.

2.5 The parties enter the Agreement on a non-exclusive basis with no minimum order requirements.

Platform and Users

3. Provision of the Platform and Platform Licence

3.1 Provision: StratoBayes shall make the Platform and the Platform Modules available to the Client, and shall provide the Features and the Services purchased by the Client, throughout the Term, in accordance with the Agreement.

3.2 Licence: In consideration of payment by the Client of the Platform Licence Fee, StratoBayes grants the Client a non-transferable, non-exclusive licence:

(a) during the Term;

(b) acknowledging the Conventions;

(d) subject to the usage restrictions in Clause 4, Clause 9 and payment of the Fees; and

(e) only to the extent required for the Purpose,

to:

(f) access and use the Platform, the Information and the Platform Generated Insights; and

(g) permit End Users to access and use the Platform, the Information and the Platform Generated Insights.

3.3 The licence in Clause 5.2 in respect of Client Outputs is granted separately, is not limited to the Term, and is not affected by Clause 3.2.

3.4 The Client acknowledges that the Platform may "time out" (that is, cease to operate) automatically at the end of the Term, or earlier if the Agreement is terminated for any reason. Clause 19.6 (Data export and retention) applies on termination or expiry.

4. Usage Restrictions

4.1 User registration: The Client acknowledges that StratoBayes may require all End Users to register with the Platform and be provided with an Access Code, to review and accept the EULA, and to review and accept any additional platform terms (for example, terms containing further usage requirements or privacy notices) on accessing the Platform.

4.2 User access: The Client shall ensure that Access Codes are not made known to any other person, and shall use all reasonable endeavours to ensure that there is no unauthorised use of Access Codes. If the Client suspects or becomes aware that there has been unauthorised use of an Access Code, the Client shall notify StratoBayes immediately at [email protected].

4.3 EULA: The Client shall ensure that it has adequate processes in place to secure the compliance of all End Users with the EULA. The Client is responsible for the compliance of each End User with this Clause 4.

4.4 Uploads and inputs: The Client is responsible for all Client Materials, shall take reasonable steps to ensure that, to the best of its knowledge, the Client Materials do not contain anything that may destroy, damage, modify or alter the Platform or any equipment or device of StratoBayes or its subcontractors, and represents and warrants that:

(a) all Client Materials are provided in accordance with applicable law;

(b) the Client and each End User has, and shall maintain, all rights, consents and authorisations necessary to provide the Client Materials to StratoBayes, and for StratoBayes to process the User Inputs and Client Contributions in accordance with the Agreement, including by means of the subcontractors and Third-Party Tools described in Clause 15; and

(c) so far as the Client is aware, having made reasonable enquiry, the Client Materials do not infringe the rights of any third party.

The Client further acknowledges that StratoBayes does not accept responsibility for the accuracy or completeness of any data uploaded to the Platform by the Client or an End User, and that Clause 6.2 applies.

4.5 No content moderation: The Client acknowledges that StratoBayes will not conduct any content moderation of the Platform, including of any User Inputs.

4.6 Protecting the Platform: Without limiting the EULA, and unless otherwise permitted by applicable law, the Client has no right (and shall not permit any third party, including any End User) to:

(a) copy, adapt, reverse engineer, decompile, disassemble, modify, upload, distribute, sell, license or make error corrections to, or otherwise exploit, the Platform or the Information in whole or in part (without limiting Clauses 5.2 and 5.3);

(b) access all or any part of the Platform, the Information, the Documentation or the Services to build a product or service which competes with StratoBayes, except to the extent strictly necessary for the Client to exercise the rights expressly granted to it in Schedule 4 (where Schedule 4 applies), and subject to Paragraph 5.1(j) of Schedule 4;

(d) grant access to the Platform or the Information to any person that is not an End User; or

(e) make the Platform, the Information, any Platform Generated Insight, any Client Output or the Documentation available to any third party software service for the purpose of, or on terms permitting, the training or improvement of any model, product or service made available to any other person.

Clause 4.6(e) does not restrict the Client's use of ordinary storage, hosting, backup, collaboration, document management, virtual data room or professional services offerings for its own purposes or those of its clients, where the provider does not acquire the right to use the material to train or improve models, products or services made available to others.

4.7 Unauthorised access: The Client shall prevent unauthorised access to the Platform, the Documentation and the Information, shall notify StratoBayes immediately of any suspected unauthorised access, and shall co-operate fully with StratoBayes in relation to it.

4.8 Audit: The Client shall keep reasonable records of its compliance with this Clause 4. StratoBayes may verify that compliance on not less than 30 days' written notice, during Business Hours, not more than once in any twelve month period (save where StratoBayes has reasonable grounds to suspect a breach of this Clause 4), at StratoBayes' cost unless a material breach is found, by StratoBayes or a representative who is bound by obligations of confidentiality and is not a competitor of the Client, and in a manner that avoids unnecessary disruption to the Client's operations. The verification is subject to any third party confidentiality obligations to which the Client is subject.

4.9 Indemnity: The Client shall defend, indemnify and hold StratoBayes harmless against any loss, damage, liability, claim or demand, including reasonable legal fees and expenses, made by any third party arising out of any breach by the Client of this Clause 4. This indemnity is subject to Clause 18.9.

4.10 The Client's own copies: The Client shall retain its own copy of all Client Materials it provides to StratoBayes. StratoBayes has no liability under Clause 18.7, or otherwise, for the cost of restoring, re-uploading or regenerating any Client Materials or Client Outputs of which the Client has failed to retain a copy.

Outputs

5. Platform Generated Insights and Client Outputs

5.1 Generation: The Platform may collect information (including from Client Materials and Third Party Content) in relation to the wells, sections and projects to which the Client Materials relate, and generate insights taking account of that information ("Platform Generated Insights").

5.2 Client Outputs licence: In consideration of payment of the Fees due in respect of the period in which the relevant Client Output was generated, StratoBayes grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, copy, store, adapt, and disclose the Client Outputs generated for it, and to permit its End Users to do so, for:

(a) the Client's own business and operational purposes, including the project or projects to which the Client Outputs relate;

(b) regulatory, licensing, reporting and audit purposes;

(d) disclosure to its Affiliates, joint venture and licence partners, contractors, professional advisers, insurers, auditors and regulators, in each case on a need-to-know basis, and to permit those recipients to use the Client Outputs for the Client's purposes; and

(e) incorporation into reports, interpretations, models and other deliverables prepared by the Client for its own clients in the ordinary course of the Client's business, and disclosure of those deliverables to the relevant client and to persons that client authorises.

The licence takes effect, in respect of each Client Output, on payment of the Fees due for the period in which that Client Output was generated. Once it has taken effect the licence is perpetual and irrevocable, survives termination or expiry of the Agreement for any reason, and is not affected by the expiry of the licence in Clause 3.2. StratoBayes shall not revoke, suspend or condition a licence that has taken effect under this Clause 5.2.

5.3 Restrictions on Client Outputs: The Client shall not, and shall ensure that no End User or recipient permitted under Clause 5.2 shall:

(a) sell, licence, resell, redistribute or publish the Client Outputs as a standalone or bulk dataset, data product or data service, whether alone or combined with other data;

(b) publish or disclose to any third party the results of any benchmarking or comparison of the Platform or any Service that identifies StratoBayes, the Platform or any Service, without StratoBayes' prior written consent;

(c) remove or obscure any attribution, version identifier or notice of the assumptions and Conventions applied, where StratoBayes has included one in the relevant Client Output; or

(d) use the Client Outputs to develop, train, fine-tune or validate any model, product or service that competes with the Platform or any Service.

For the avoidance of doubt, none of the following is a breach of this Clause 5.3: the preparation and supply, for a fee, of professional reports, interpretations, models, advice and other advisory deliverables incorporating Client Outputs to the Client's own clients; the disclosure of individual Client Outputs, and of interpretations, reports and submissions incorporating them, in the ordinary course of the Client's business or in accordance with Clause 5.2; the inclusion of Client Outputs in a data room, transaction package or regulatory or licensing submission in accordance with Clause 5.2(b) or 5.2(c); any disclosure or publication required by law, by a licence, by a host government or by a national data repository; and the internal evaluation, benchmarking and comparison by the Client of the Platform against any other model, product or service, the results of which the Client keeps confidential.

5.4 Nature of the outputs: The Client acknowledges and agrees (and shall ensure that each End User is informed and understands) that any Platform Generated Insight and any Client Output:

(a) is probabilistic decision-support information, and is not final professional advice;

(b) is generated in reliance on assumptions and methodologies that may include the Conventions;

(c) depends on, and is limited by, the coverage, resolution, quality and completeness of the Client Materials and Third Party Content available to the Platform, and on the assumptions applied to them;

(d) requires interpretation by a suitably qualified geoscientist before it is acted on;

(e) is not, by itself, a reserve or resource statement, a competent person's report, a regulatory certification, a safety assessment, or an instruction to drill; and

(f) should not be used as the sole basis for any safety-critical, drilling, well placement, investment, financing or regulatory decision.

5.5 Automated generation and human review: The Client acknowledges that Platform Generated Insights and other outputs of the Platform are generated automatically and are not individually reviewed by StratoBayes personnel. Human review by suitably qualified StratoBayes personnel applies only to those reports, interpretations and consultancy deliverables that the Order Form expressly identifies as professionally reviewed, and Clause 7.1 applies to the preparation of those deliverables irrespective of the tools used. Nothing in this Clause 5.5 limits Clause 7.1 in respect of the Services.

5.6 No guarantee of result: StratoBayes does not guarantee that the Platform will generate any Platform Generated Insight, or any particular correlation, age model or other result.

6. Conventions

6.1 The Conventions are set out in Schedule 1. StratoBayes may update the Conventions from time to time and shall notify the Client by email of any material change.

6.2 Selection and quality of data: The Client is responsible for selecting the Client Contributions and User Inputs that it uploads to the Platform, and shall use reasonable efforts to ensure that they are accurate and correctly described. The parties acknowledge that geological and geophysical datasets are commonly incomplete, irregularly sampled or of variable quality, that the Platform is designed to be used with such datasets, and that the Client does not warrant that any dataset is complete. Clause 5.4(c) applies to the effect of data coverage and quality on the outputs.

6.3 The Client acknowledges that the Conventions may not account for all project characteristics or variables, and assume that End Users follow the practices described in the Documentation and in the publications listed in Schedule 1.

Services and Features

7. Services

7.1 StratoBayes shall perform all Services with reasonable care and skill.

8. Upgrades

8.1 StratoBayes may offer Upgrades from time to time in consideration for an additional Subscription Fee or Usage Based Fee (at StratoBayes' discretion). Access to and use of any Upgrade may be subject to further terms and conditions, which apply to that Upgrade only and bind the Client only where agreed in accordance with Clause 21.3; they do not otherwise vary the Agreement.

9. Client responsibilities, sanctions and export control

9.1 Where the Client is required to provide any information or perform any action, it shall do so promptly and with reasonable care and skill. StratoBayes will not be in breach of any obligation under the Agreement where, and to the extent that, the breach arises from a failure of the Client to comply with this Clause 9.

9.2 Sanctions status: Each party warrants that neither it, nor (so far as it is aware) any of its directors, officers or holders of more than 50 per cent of its voting rights, is a Restricted Party.

9.3 Compliance covenant: Each party shall comply with all Sanctions and Export Control Laws applicable to it in connection with the Agreement. The Client shall not, and shall ensure that no End User shall:

(a) access or use the Platform, the Information, the Documentation, any Platform Generated Insight or any Client Output from, or make any of them available in, a territory subject to comprehensive trade sanctions;

(b) permit any Restricted Party to access or use the Platform, the Information or the Documentation; or

(c) use the Platform, the Information, the Documentation or any Client Output for any purpose prohibited by Sanctions and Export Control Laws.

9.4 Notification, suspension and termination: The Client shall notify StratoBayes immediately if it, any of its Affiliates involved in the use of the Platform, or any End User becomes a Restricted Party. StratoBayes may suspend under Clause 20.2 and may terminate the Agreement immediately on written notice to the Client where the Client or any End User becomes a Restricted Party, or breaches Clause 9.3. Clause 19.5 does not apply to a termination under this Clause 9.4.

Fees and Payment

10. Charges

10.1 Fees: The Fees are the Subscription Fees and the Usage Based Fees.

10.2 Subscription Fees: StratoBayes shall invoice the Subscription Fees annually in advance (or at such other frequency as the Order Form states), and the Client shall pay each invoice within 30 days of its date.

10.3 Subscription Fee basis: The Subscription Fees set out in the Order Form assume that the Client has no more than the number of users set out in the User Cap and no more than the project or usage volumes set out in the Volume Cap. If the Client exceeds, or wishes to exceed, either cap, additional Fees are payable. Failure to reach either cap does not in itself entitle the Client to any reduction in, or refund of, the Subscription Fees. If StratoBayes becomes aware of the Client allowing, directly or indirectly, use of the Platform in excess of either cap, StratoBayes may:

(a) issue a "true up" invoice (looking backwards and forwards) for amounts payable based on actual users and usage, priced by reference to the Order Form or the Rate Card, and supported by the usage evidence on which StratoBayes relies. The Client may dispute the invoice, giving reasons, within 14 days of its date, in which case Clause 10.10 applies to the disputed amount. The Client shall pay any undisputed amount within 30 days of the invoice date; and/or

(b) where the excess use is material and is not corrected, or additional capacity is not purchased, within 15 Business Days of written notice, suspend any individual Access Code, or suspend or terminate the Agreement, on written notice to the Client. StratoBayes shall not suspend or terminate under this Clause 10.3(b) as a first remedy, or in respect of an amount disputed in good faith under Clause 10.10 while that dispute is being resolved.

10.4 Usage Based Fees: StratoBayes shall invoice the Client for any Usage Based Fees, and the Client shall pay each invoice within 30 days of its date. StratoBayes may invoice a Usage Based Fee in advance of the relevant usage or services, and any refund of amounts paid in advance is governed by Clauses 18.5 and 19.5.

10.5 Rate Card: Where the Client requires additional services, StratoBayes may perform the additional services specified in the Order Form on the basis of the Rate Card (unless StratoBayes elects for a fixed fee). StratoBayes' rates for additional Services are Usage Based Fees for the purpose of Clause 10.4.

10.6 Excess storage: If at any time the Client exceeds the amount of disk storage space specified in the Order Form (where limited), StratoBayes shall charge, and the Client shall pay, StratoBayes' then current excess data storage fees as stated in the Order Form, as a Subscription Fee.

10.7 Taxes: Any applicable value added, sales or other tax, custom or excise ("Applicable Tax") is payable by the Client at the prevailing rate on all sums due under the Agreement. All sums stated in the Agreement are exclusive of Applicable Tax.

10.8 Fee increases: StratoBayes may increase the Fees once in each Contract Year, with effect from the start of a Contract Year or Renewal Period, on not less than 30 days' prior written notice to the Client. The percentage increase shall not exceed the greater of:

(a) the change in CPI over the twelve months before the adjustment; and

(b) 3 per cent,

and shall in no event exceed 7 per cent. This Clause 10.8 does not restrict additional Fees becoming payable under Clause 10.3 or Clause 10.6, or Fees for Upgrades or additional Platform Modules, Features or Services ordered by the Client.

10.9 Late payment: Subject to Clause 10.10, if the Client fails to pay an undisputed invoiced amount by its due date, StratoBayes may charge interest on the overdue amount at 8 per cent above the Bank of England base rate from time to time, accruing daily from the due date until payment, together with the fixed sum compensation for recovery costs provided for by the Late Payment of Commercial Debts (Interest) Act 1998.

10.10 Invoice disputes: If the Client disputes an invoice or any part of it in good faith, it shall notify StratoBayes in writing within 14 days of the date of the invoice, giving reasons and identifying the disputed amount. This Clause 10.10 applies only to the disputed amount so identified, and the Client shall pay the undisputed portion of the invoice by the due date. The parties shall then work together in good faith to resolve the dispute promptly, escalating to a senior representative of each party if it is not resolved within 14 days of the notice. While a dispute notified under this Clause 10.10 is being resolved in good faith, the disputed amount is not overdue for the purposes of Clause 10.9, Clause 10.3(b), Clause 19.2(a) or Clause 20.1. If the dispute is not resolved within 45 days of the notice, either party may refer it under Clause 21.10, and StratoBayes may thereafter suspend under Clause 20.1 in respect of the disputed amount only, on not less than 10 Business Days' written notice. Any amount ultimately found to be payable shall be paid within 14 days of resolution, with interest under Clause 10.9 running from that date.

Third Party Content

11. Third Party Content

11.1 In addition to Client Materials, the Platform may contain Third Party Content. StratoBayes does not guarantee the accuracy or availability of Third Party Content, and is not liable for reliance placed on it or for any action taken by the Client or any End User based on outputs generated in relation to it.

11.2 External links: The Client acknowledges that the Platform may enable or assist it to access, correspond with and purchase products and services from third parties via third party websites, and that it does so at its own risk. StratoBayes makes no representation, warranty or commitment, and has no liability or obligation, in relation to any such third party website or any transaction or contract between the Client and any such third party.

Data and Ownership

12. Intellectual Property Rights

12.1 Background IPR: Each party retains its Background IPR.

12.2 StratoBayes IPR: All IPR in the:

(a) Platform;

(b) Information;

(d) Platform Usage Data; and

(e) algorithms, models, model parameters and weights, methodologies, workflows and generic output structures, templates and formats used by the Platform or in producing any Platform Generated Insight or Client Output,

shall at all times remain vested in StratoBayes (or its third party licensors), and the Client acquires no rights in them save as expressly provided in the Agreement. The Client shall not use, or allow the use of, the Platform, the Information or the Documentation other than in accordance with the Agreement.

12.3 Client Materials: All IPR in the Client Materials remains with the Client (or the relevant End User).

12.4 Client Outputs: As between the parties, IPR in the Client Outputs vests in StratoBayes to the extent that those Client Outputs embody the items listed in Clause 12.2, and in the Client to the extent that they embody Client Materials. The Client's rights to use and disclose the Client Outputs are those set out in Clause 5.2, and are subject to Clause 5.3. Nothing in Clause 12.2 limits, and Clause 12.2 is at all times subject to, the licence granted in Clause 5.2.

12.5 Licence of Client Materials: The Client grants StratoBayes a non-exclusive, royalty-free, worldwide licence to use, access, process, store, reproduce, display, distribute, transmit and otherwise exploit the Client Materials:

(a) to provide, operate, support, secure and maintain the Platform, the Features and the Services for the Client and its End Users (including any White labelled Platform, where Schedule 4 applies);

(b) to generate the Platform Generated Insights and the Client Outputs; and

in each case subject to Clause 13. The licence in this Clause 12.5 expires when StratoBayes' deletion obligations under Clause 19.6 are complete, save to the extent required to fulfil an export request properly made within the Export Window.

12.6 Promotions: With the Client's prior written consent, StratoBayes may publish the Client's name, refer to the Client as a customer of StratoBayes for promotional, marketing and reporting purposes, and use the Client's Marks for those purposes.

12.7 IPR claims: StratoBayes shall defend the Client against any third party claim alleging that the use of the Platform, the Documentation or the Services in accordance with the Agreement infringes the IPR of a third party, and shall indemnify the Client against any final judgment awarded by a court of competent jurisdiction, or any settlement approved by StratoBayes, in respect of such a claim, provided that:

(a) the Client complies with Clause 21.11;

(b) this Clause 12.7 applies only to IPR subsisting in the United Kingdom and in any other territory expressly named in the Order Form for the purposes of this Clause 12.7; and

(i) use of, or modification to, the Platform, the Documentation or the Services other than in compliance with the Agreement;

(ii) any Open Source Software introduced, selected, modified or combined with the Platform by or on behalf of the Client;

(iii) the White labelled Platform, the Client Website or the Client Content, which are addressed (where Schedule 4 applies) by Paragraph 7 of Schedule 4;

(iv) Third Party Content, the Client Materials, or the combination of the Platform, the Documentation or the Services with anything not supplied by StratoBayes; or

(v) Evaluation Access, to which Paragraph 8.4 of Schedule 3 applies.

12.8 StratoBayes' options: If a claim within Clause 12.7 is made or, in StratoBayes' reasonable opinion, is likely to be made, StratoBayes may at its option and its own cost:

(a) procure for the Client the right to continue using the affected element of the Platform, the Documentation or the Services in accordance with the Agreement;

(b) modify or replace the affected element so that it becomes non-infringing while providing substantially equivalent functionality and performance; or

(c) where neither (a) nor (b) can be achieved on commercially reasonable terms, terminate the affected Platform Module, Feature or Service (or, where the affected element is essential to the Platform as a whole, the Agreement) on written notice to the Client, and refund to the Client a pro rata proportion of any Fees paid in advance in respect of the unexpired period from the date the termination takes effect.

12.9 Clauses 12.7 and 12.8 state the Client's sole and exclusive remedies, and StratoBayes' entire liability, in respect of any claim that the Platform, the Documentation or the Services infringe the IPR of a third party. The indemnity in Clause 12.7 is subject to the cap in Clause 18.8.

13. Use of Client Materials and Platform Usage Data

13.1 Raw Client Materials: StratoBayes shall use Client Materials in their raw or identifiable form only to provide, operate, secure, maintain and support the Platform and the Services for the Client, to comply with its legal obligations, and otherwise as expressly permitted by the Agreement. StratoBayes shall not use raw or identifiable Client Materials for model development or training unless the Client has expressly opted in to that use in the Order Form.

13.2 Aggregated learning: StratoBayes may derive and use statistical features, parameters, distributions and other aggregated or de-identified derivatives of Client Materials and Client Outputs to develop, train, validate and improve the Platform, its models and its methodologies. StratoBayes shall apply aggregation and de-identification techniques designed, and reasonably expected, to ensure that those derivatives cannot be used, alone or with other information reasonably available to StratoBayes, to reconstruct or identify any well, borehole, section, licence, prospect, field, location, End User or the Client. The Order Form contains a single visible selection reading "Use of de-identified project data for model development: permitted / not permitted", which applies to derivatives of both Client Materials and Client Outputs. Where the Order Form does not state otherwise, that selection defaults to "permitted". Where "not permitted" is selected, StratoBayes shall not use any derivative of that Client's Client Materials or Client Outputs to train, fine-tune or validate any model.

13.3 Platform Usage Data: StratoBayes may collect and use Platform Usage Data for:

(a) product improvement and performance (in particular of features and functionality, workflows and user interfaces) and development of new StratoBayes products and services;

(b) improving resource allocation and support, and internal demand planning;

(d) verification of security and data integrity; and

(e) identification of industry trends and developments, and the creation of indices and anonymous benchmarking, in each case only from data aggregated across a number of clients and only where the index, benchmark or trend does not identify, and is not sufficiently granular or timely to reveal, any Client or the activity patterns of any Client,

provided in each case that the Platform Usage Data used excludes Client Materials, Client Outputs and any identifiable project content.

13.4 No third party model training: StratoBayes shall not use, and shall not permit any third party to use, any Client Materials or Client Outputs (in raw, aggregated or de-identified form) to train, fine-tune or improve any model, product or service that is made generally available by a third party, or that is made available by a third party to its other customers. Clause 15.2(a) applies to Third-Party Tools.

13.5 Benchmarking: Subject to Clauses 13.2, 13.3(e) and 13.4, StratoBayes may apply data aggregation and analysis to provide benchmark and additional user insights, provided that any benchmark or insight made available to any person other than the Client is derived from data aggregated across a number of clients and does not identify, and is not sufficiently granular or timely to reveal, any Client or the activity patterns of any Client.

13.6 No attributable sharing: StratoBayes shall not share Platform Usage Data, or any derivative of Client Materials or Client Outputs, with any third party in a manner that is attributable to the Client, to any End User, or to any identifiable well, licence, prospect or location.

14. Feedback

14.1 StratoBayes encourages the Client to provide Feedback on the Services and the Platform where StratoBayes requests it, and to collaborate with StratoBayes in relation to the development of the Services and the Platform. That collaboration may include:

(a) making appropriate personnel available to engage in discussions with StratoBayes regarding the Services and the Platform;

(b) providing information and assistance requested by StratoBayes in relation to the development of the Services and the Platform; and

(c) informing StratoBayes of any error, or incorrect information or assumption, in any specification or technical information made available to, or reviewed by, the Client.

14.2 The Client grants StratoBayes a perpetual, irrevocable, royalty-free, worldwide licence to use, exploit and make available any Feedback for any purpose, without obligation to the Client. This Clause 14.2 grants no rights in, and no licence of, the Client's Background IPR, methods, workflows, know-how or datasets, and confers no right to assert any patent of the Client.

15. Subcontracting and Third-Party Tools

15.1 StratoBayes may engage subcontractors, and may use Third-Party Tools, in operating the Platform and performing the Services. StratoBayes remains responsible for the performance of its obligations under the Agreement irrespective of the subcontractors and tools it uses.

15.2 Where StratoBayes uses a Third-Party Tool to process Client Materials, StratoBayes shall:

(a) use only commercial offerings, on terms under which the provider may not use Client Materials to train or improve services or models made available to the provider's other customers;

(b) impose on the provider obligations of confidentiality and information security no less protective in substance than those in Clause 16 and Schedule 6; and

(c) remain responsible for the provider's acts and omissions in relation to Client Materials as if they were its own, subject to Clause 18.

15.3 Clause 5.5 governs the extent to which outputs and deliverables are reviewed by StratoBayes personnel, and Clause 7.1 applies to the Services irrespective of the tools used in their performance.

15.4 Subprocessor list, notice and objection: StratoBayes shall maintain at https://www.stratobayes.com/subprocessors a list of the material subcontractors and third-party providers it uses to process Client Materials.

(a) StratoBayes shall give the Client not less than 30 days' notice by email before adding a provider to that list.

(b) StratoBayes may remove a provider from the list at any time, and may engage a replacement provider on shorter notice where reasonably necessary to maintain the security, integrity or continuity of the Platform, in each case giving the Client notice as soon as reasonably practicable.

(c) The Client may object to an addition, by notice within the notice period in Clause 15.4(a), on reasonable grounds relating to the confidentiality or security of Client Materials. Where it does, StratoBayes shall use reasonable endeavours to offer an alternative provider or arrangement for that Client.

(d) Where StratoBayes is unable to do so within a reasonable period, the objecting Client may terminate the affected Platform Module, Feature or Service on written notice, and StratoBayes shall refund a pro rata proportion of any Fees paid in advance in respect of the unexpired period of that Platform Module, Feature or Service.

15.5 Where the Order Form states that specified Client Materials may not be processed using Third-Party Tools, StratoBayes shall process those materials only using infrastructure under its control. The Client acknowledges that this may affect delivery timescales and the Fees.

15.6 Statement of subcontractors and tools: On the Client's written request, and not more than twice in any twelve month period, StratoBayes shall provide the Client with a written statement of the material subcontractors and Third-Party Tools used to process that Client's Client Materials, including the categories of processing they perform. The Client may disclose that statement to its own clients and insurers, in each case under obligations of confidentiality no less protective in substance than Clause 16.

16. Confidentiality

16.1 Definition: In this Clause 16, "Confidential Information" means all information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with the Agreement, whether before or after the Effective Date, that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. In particular, and without limitation:

(a) the Client Materials and the Client Outputs are the Confidential Information of the Client; and

(b) the Platform, the Documentation, the Information, the Platform Usage Data and StratoBayes' pricing, roadmap and technical and security information are the Confidential Information of StratoBayes.

The commercial terms of the Order Form, including the Special Conditions and pricing, are the Confidential Information of both parties.

16.2 Obligations: The Receiving Party shall:

(a) keep the Disclosing Party's Confidential Information confidential and protect it using at least the degree of care it applies to its own confidential information of a similar kind, and in any event no less than reasonable care;

(b) use the Disclosing Party's Confidential Information only for the purposes of performing its obligations and exercising its rights under the Agreement; and

(c) not copy or reproduce the Disclosing Party's Confidential Information except as reasonably necessary for those purposes.

16.3 Permitted disclosures: The Receiving Party may disclose the Disclosing Party's Confidential Information, on a need-to-know basis, to its personnel, officers, Affiliates, subcontractors and providers of Third-Party Tools, professional advisers, insurers, auditors, bona fide prospective investors and funders (in connection with a proposed investment in, financing of, or sale of that party's business or relevant assets), and regulators, and in the case of StratoBayes to any licensor to which StratoBayes owes reporting or disclosure obligations in respect of the Platform (for the purposes of complying with those obligations), in each case provided that the recipient is bound by obligations of confidentiality no less protective in substance than this Clause 16 or by a professional duty of confidence. That is subject to the following:

(a) StratoBayes shall not disclose Client Materials or Client Outputs to any prospective investor or funder without the Client's prior written consent; and

(b) neither party shall disclose the other's Confidential Information to any person that competes with the Disclosing Party without the Disclosing Party's prior written consent.

The Receiving Party remains responsible for any act or omission of a recipient that would be a breach of this Clause 16 if it were an act or omission of the Receiving Party. Save as stated in Clauses 16.3(a) and 16.3(b), no consent of the Disclosing Party is required for a disclosure permitted by this Clause 16.3.

16.4 Exceptions: This Clause 16 does not apply, or ceases to apply, to Confidential Information which the Receiving Party can show:

(a) is or becomes public knowledge other than through a breach of the Agreement by the Receiving Party or a recipient under Clause 16.3;

(b) was already known to the Receiving Party, free of any obligation of confidence, before disclosure by the Disclosing Party;

(c) was independently developed by or for the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(d) was received from a third party who did not acquire it in confidence from the Disclosing Party and owes the Disclosing Party no duty of confidence in respect of it.

16.5 Compelled disclosure: The Receiving Party may disclose Confidential Information to the extent required by law, by a court or by a regulatory or governmental authority of competent jurisdiction, or by the rules of any securities exchange on which its shares are listed, provided that (where lawful and reasonably practicable) it gives the Disclosing Party prompt written notice before disclosing, co-operates with any reasonable request by the Disclosing Party to limit or resist the disclosure, and discloses only that part of the Confidential Information which it is required to disclose.

16.6 Duration: The obligations in this Clause 16 continue for five years from the date of the relevant disclosure, except that they continue for so long as the information concerned remains confidential in respect of:

(a) the Client Materials and the Client Outputs; and

(b) any Confidential Information that constitutes a trade secret, for so long as it remains a trade secret.

16.7 Return and destruction: On written request following termination or expiry of the Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information in its possession or control, together with any analyses, studies, materials and summaries that contain or could reveal it, and confirm in writing that it has done so. This Clause 16.7 does not require:

(a) the Client to return, destroy or cease using any Client Output, which the Client may continue to use and disclose in accordance with Clause 5.2;

(b) either party to delete copies held in routine backups or archives that are not readily accessible, which shall be deleted in the ordinary course of the relevant backup cycle and shall remain subject to this Clause 16 until they are;

(c) either party to delete anything it is required by applicable law, or by a professional or regulatory obligation, to retain; or

(d) StratoBayes to delete, or to cease using, any aggregated or de-identified derivative created in accordance with Clause 13.2, any Feedback, or any Platform Usage Data, none of which is subject to this Clause 16.7.

16.8 Clause 16 does not restrict either party's use of its own Confidential Information, and does not limit the rights expressly granted in Clauses 5.2, 12.5, 13 and 14.2 or in Schedule 5. In particular, the creation, retention and use by StratoBayes of aggregated and de-identified derivatives of Client Materials and Client Outputs in accordance with Clause 13.2, and of Platform Usage Data in accordance with Clause 13.3, is not a breach of this Clause 16.

16.9 Residual knowledge: Nothing in this Clause 16 restricts either party's use of the general skills, knowledge and experience retained in the unaided memory of its personnel. This Clause 16.9 does not permit the use or disclosure of the Disclosing Party's Confidential Information itself, and does not limit Clause 13.

16.10 Existing confidentiality agreements: Any confidentiality or non-disclosure agreement in force between the parties at the Effective Date continues in force in respect of information disclosed under it, and is not superseded by the Agreement. Where its terms conflict with this Clause 16, the term more protective of the Disclosing Party applies.

17. Data protection and security

17.1 The provisions of Schedule 5 (Data Protection) apply to the processing of personal data under the Agreement.

17.2 The provisions of Schedule 6 (Security) apply to all Client Materials and Client Outputs held by or on behalf of StratoBayes, whether or not they contain personal data.

Risk and Liability

18. Warranties, remedies and liability

18.1 Unlimited liabilities: Notwithstanding any other term of the Agreement, neither party limits or excludes its liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury arising from its negligence; or

18.2 Limited warranty: StratoBayes warrants that:

(a) during the Term, the Platform will, when used in accordance with the Agreement and the Documentation, perform materially in accordance with the Documentation; and

(b) the Services will be performed with reasonable care and skill, in accordance with Clause 7.1.

18.3 Scope of the warranty: The warranty in Clause 18.2(a) does not apply to the extent that a non-conformity arises from:

(a) the Client Materials, or the coverage, quality or completeness of any dataset;

(b) use of the Platform other than in accordance with the Agreement or the Documentation, or any modification of the Platform not made or authorised by StratoBayes;

(c) the Client's equipment, software, network or connectivity, or any third party service not under StratoBayes' control;

(d) Third Party Content;

(e) Evaluation Access, to which Schedule 3 applies; or

(f) any statement in marketing or promotional material, website copy or a roadmap statement, or any description of intended or future functionality, none of which forms part of the Documentation.

Subject to Clauses 18.1 and 18.2, and save as expressly set out in the Agreement, no representations, conditions or warranties of any kind are given in respect of the Platform, the Information or the Services, and all statutory and implied warranties and conditions are excluded so far as the law permits. In particular, StratoBayes does not warrant that the Platform will be error-free or uninterrupted, that every error will be corrected, or that the Platform or any Feature will meet the Client's requirements or expectations. Any statement that the Platform is provided "as is" or "as available" applies only to Evaluation Access under Schedule 3.

18.4 Remedy for breach of warranty: If the Client notifies StratoBayes in writing of a breach of the warranty in Clause 18.2, giving reasonable detail, StratoBayes shall at its option and its own cost, and within a reasonable period having regard to the nature and severity of the non-conformity:

(a) correct the non-conformity;

(b) re-perform the affected Service; or

18.5 If StratoBayes does not achieve one of the outcomes in Clause 18.4 within a reasonable period, the Client may, on written notice, terminate the affected Platform Module, Feature or Service (or, where the non-conformity is material to the Platform as a whole, the Agreement), and StratoBayes shall refund to the Client a pro rata proportion of any Fees paid in advance in respect of the unexpired period from the date the termination takes effect. Clauses 18.4 and 18.5 are the Client's sole and exclusive remedies for breach of the warranty in Clause 18.2.

18.6 Excluded losses: Subject to Clauses 18.1 and 18.7, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(a) any loss of profits, business, revenue, turnover, business opportunities, contracts, reputation or goodwill;

(b) any loss of anticipated savings or wasted expenditure (including management time);

(d) any consequential, incidental, indirect, economic, special, exemplary or punitive damages, even if advised of the possibility of those damages.

18.7 Data restoration costs: Clause 18.6 does not exclude, and StratoBayes does not exclude, the Client's reasonable direct costs of re-uploading Client Materials from the Client's own retained copies, and of re-running the Platform to regenerate the affected Client Outputs, where Client Materials or Client Outputs are lost, destroyed or corrupted as a result of StratoBayes' breach of the Agreement or negligence. Clause 4.10 applies, and StratoBayes has no liability under this Clause 18.7 in respect of Client Materials of which the Client has not retained its own copy. Any liability under this Clause 18.7 is subject to the cap in Clause 18.8.

18.8 StratoBayes' liability cap: Subject to Clauses 18.1 and 18.10, the total aggregate liability of StratoBayes to the Client under or in connection with the Agreement (howsoever arising, including under any indemnity, and whether or not the liabilities, claims, losses or damages were foreseeable) is limited to the greater of:

(a) 100 per cent of the Fees paid or payable by the Client under the Agreement in the twelve months immediately preceding the event giving rise to the claim or, where that event occurs during the first Contract Year, 100 per cent of the Fees payable by the Client for that Contract Year; and

(b) GBP 25,000 (twenty five thousand pounds).

Any refund of Fees paid or credited by StratoBayes under the Agreement is taken into account in, and reduces, the cap in this Clause 18.8.

18.9 The Client's liability cap: Subject to Clause 18.1, the total aggregate liability of the Client to StratoBayes under or in connection with the Agreement, including under any indemnity given by the Client, is limited to the same amount as applies to StratoBayes under Clause 18.8. This Clause 18.9 does not apply to, and no cap applies to:

(a) the Client's obligation to pay the Fees, Applicable Tax, interest and recovery costs properly due under the Agreement;

(b) liability arising from the Client's deliberate infringement of StratoBayes' IPR or of a third party's IPR;

(c) liability arising from the Client's deliberate or knowing unlawful use of the Platform, the Information or the Services;

(d) fraud or fraudulent misrepresentation by the Client; or

(e) liability under the indemnity in Clause 4.9 or in Paragraph 7.1 of Schedule 4, to the extent that it relates to a claim, demand, action or proceeding brought or threatened by a third party.

18.10 Evaluation Access: Paragraph 8 of Schedule 3 sets out the caps that apply in respect of Evaluation Access, and applies in place of Clauses 18.8 and 18.9 in respect of that access.

18.11 No double recovery: Neither party may recover more than once in respect of the same loss, and each party shall take reasonable steps to mitigate its loss.

Term and Termination

19. Termination

19.1 Unless terminated earlier in accordance with its terms, the Agreement terminates automatically on expiry of the Term.

19.2 Either party may terminate the Agreement immediately on written notice to the other party if:

(a) the other party commits a material breach of the Agreement and the breach is incapable of remedy, or is not remedied within 30 days of written notice specifying the breach and requiring its remedy. Whether a breach is material, and whether it has been remedied, is to be determined objectively and not by reference to the satisfaction of the party giving notice; or

(b) to the extent permitted by applicable law (including section 233B of the Insolvency Act 1986), in respect of the other party, a resolution is passed or an order made for winding up (save for a bona fide reconstruction or amalgamation), an administration order is made, a receiver or administrative receiver is appointed over any of its property or assets, or the other party suspends or threatens to suspend payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

19.3 Accrued Fees: On termination or expiry for any reason, the Client shall pay, within 30 days of invoice, all Fees that have accrued or become due or payable in respect of the period up to the date on which the termination or expiry takes effect, including all Usage Based Fees for usage and services delivered before that date.

19.4 Future committed Subscription Fees: Where StratoBayes terminates the Agreement under Clause 19.2(a) for the Client's material breach, the Subscription Fees committed for the remainder of the Term become immediately due and payable, and the Client shall pay them within 30 days of invoice. In no other case is the Client liable for Subscription Fees in respect of any period after termination takes effect.

19.5 Refunds: StratoBayes shall refund to the Client a pro rata proportion of any Fees paid in advance in respect of the unexpired period from the date termination takes effect where:

(a) the Client terminates the Agreement under Clause 19.2(a) for StratoBayes' material breach which StratoBayes has failed to remedy;

(b) Clause 19.7 (upstream licences) operates;

(c) Clause 12.8(c), Clause 15.4(d) or Clause 18.5 operates, in respect of the affected Platform Module, Feature or Service;

(d) Paragraph 1.8 of Schedule 5 operates, in respect of the affected Service;

(e) Paragraph 1.3 of Schedule 4 operates, in respect of the Plug-in and White Labelling Feature; or

(f) the Client terminates the Agreement under Clause 21.6(c).

Any refund due under this Clause 19.5 shall be paid within 30 days of the date the termination takes effect. Except as set out in this Clause 19.5, in Clause 18.5, in Clause 20.5 or elsewhere in the Agreement, Fees paid in advance are not refundable.

19.6 Data export and retention: For a period of 60 days after termination or expiry of the Agreement (the "Export Window"), StratoBayes shall retain the Client's Client Materials and Client Outputs in an exportable form. Within 30 days of a written request from the Client made within the Export Window, StratoBayes shall provide to the Client a copy of the Client's Client Contributions and Client Outputs in a commonly used machine-readable format. After the end of the Export Window, StratoBayes shall delete the active copies of the Client Materials and Client Outputs within 30 days, and shall delete copies held in routine backups in the ordinary course of the relevant backup cycle, in each case except to the extent that StratoBayes is required by applicable law or by a professional or regulatory obligation to retain them (in which event StratoBayes shall isolate and protect them from further processing until deletion is possible). Where a request made within the Export Window has not yet been fulfilled, StratoBayes shall not delete the relevant materials until it has been fulfilled. The Client's rights under Clause 5.2 in respect of exported Client Outputs are not affected by termination or expiry. Paragraph 1.13 of Schedule 5 applies to personal data consistently with this Clause 19.6.

19.7 Upstream licences: Where a licence from a third party that is necessary for the operation of the Platform terminates, the Agreement terminates automatically on the date of that termination, and StratoBayes shall notify the Client as soon as reasonably practicable. Where such a licence is materially restricted, StratoBayes may terminate or suspend the Agreement, or any affected Platform Module, Feature or Service, on written notice to the Client. In either event StratoBayes shall credit or refund a pro rata proportion of any Subscription Fees paid in advance in respect of the period after the termination or suspension takes effect, in accordance with Clause 19.5.

19.8 Survival: The following survive termination or expiry of the Agreement for any reason, together with any other provision that by its nature is intended to survive:

(a) Clauses 1, 3.3, 4 (including Clause 4.9), 5.2 to 5.4, 5.6, 11, 12 (Clause 12.5 surviving only as stated in the closing sentence of this Clause 19.8), 13.1 to 13.6, 14.2, 16, 18, 19.3 to 19.8, 20.6 and 21;

(b) Clause 17, together with Schedule 6, in each case until StratoBayes' deletion obligations under Clause 19.6 are complete; and

The licence in Clause 12.5 expires when StratoBayes' deletion obligations under Clause 19.6 are complete, in accordance with that Clause.

20. Suspension

20.1 Non-payment: Where an invoiced amount is undisputed and remains unpaid after its due date, StratoBayes may suspend access to the Platform, any Feature or any Service until payment is received, provided that it has first given the Client not less than 5 Business Days' written notice of its intention to suspend and the Client has not paid within that period. StratoBayes shall not suspend for non-payment of an amount disputed in good faith under Clause 10.10 while that dispute is being resolved, and any suspension in respect of a disputed amount is subject to Clause 10.10.

20.2 Immediate suspension: StratoBayes may immediately, and without prior notice, disable an End User's access to the Platform, remove a User Input, or suspend provision of the Platform, any Feature or any Service to the Client or its End Users where:

(a) there is a live and material threat to the security or integrity of the Platform, of Client Materials or of Client Outputs, and immediate action is reasonably necessary to prevent, address or mitigate it; or

(b) StratoBayes is prohibited by applicable law, or by an order of a court or competent authority, from continuing to provide the Platform, the Feature or the Service, or continuing to do so would place StratoBayes in breach of applicable law (including Sanctions and Export Control Laws).

20.3 Suspension on notice: In any other case, including material non-compliance by the Client with Clause 4 or Clause 9.3, StratoBayes may suspend provision of the Platform, any Feature or any Service, or disable an End User's access, on not less than 5 Business Days' written notice specifying the grounds, and only where the Client has not remedied the matter within that period.

20.4 In each case under Clauses 20.1 to 20.3, StratoBayes will notify the Client of the relevant circumstances as soon as reasonably practicable (which, in the case of Clause 20.2, may be after the suspension has taken effect), will limit the suspension to what is reasonably necessary in scope and duration, and will restore access promptly once the cause of the suspension has been resolved.

20.5 Fee abatement: Where a suspension continues for more than 5 Business Days and is not attributable to a breach of the Agreement by the Client which StratoBayes has demonstrated, the Fees for the affected Platform Modules, Features or Services abate on a pro rata basis for the period of suspension after those 5 Business Days, and StratoBayes shall credit or refund the abated amount.

20.6 Subject to Clause 20.5, suspension does not relieve the Client of its obligation to pay the Fees, and does not of itself extend the Term.

21. General

21.1 Authority: The person signing the Order Form, or accepting these SaaS Terms under Clause 2.1(b), on behalf of the Client confirms that they are authorised to enter into the Agreement on the Client's behalf and to bind the Client to its terms.

21.2 Exclusivity: The Agreement does not prevent StratoBayes from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products or services which are similar to those provided under the Agreement.

21.3 Variation: No variation of the Agreement is effective unless it is in writing and signed by or on behalf of both parties, save as expressly permitted by Clause 6.1, Clause 8.1, Clause 21.13 and Paragraph 1.3 of Schedule 6.

21.4 Interpretation: In the Agreement, unless expressly stated otherwise: "in writing" and "written" include email; days, months and years mean calendar days, months and years; a reference to a document is to that document as supplemented or varied from time to time in accordance with the Agreement; references to Clauses, Paragraphs, Schedules and parties are to those of or to the Agreement; words in the singular include the plural and words in the plural include the singular; headings are for reference only; and where a general description of an obligation is followed by a more specific description of certain of its elements, the general description is not construed restrictively by reference to those elements.

21.5 Force majeure: Neither party is liable to the other for any delay or non-performance of its obligations under the Agreement (except an obligation to make payment) arising from a Force Majeure Event. No Security Incident, and no failure or unavailability of a party's own systems, personnel, subcontractors, hosting arrangements or providers of Third-Party Tools, is a Force Majeure Event, and neither party may rely on this Clause 21.5 in respect of any such event. The affected party shall use reasonable endeavours to mitigate the effect of the Force Majeure Event and to recommence performance as soon as reasonably practicable. If the affected party is unable to perform for more than four weeks by reason of the Force Majeure Event, the unaffected party may terminate the Agreement immediately by notice, and neither party is liable to the other by reason of that termination.

21.6 Sublicensing and assignment:

(a) The Client shall not, without StratoBayes' prior written consent, sub-license, assign or novate the benefit or burden of the Agreement in whole or in part, allow the Platform to become the subject of any charge, lien or encumbrance, or otherwise deal with any of its rights and obligations under the Agreement. End Users may access and use the Platform in accordance with the licence in Clause 3.2. StratoBayes shall not unreasonably withhold or delay consent to an assignment or novation by the Client to an Affiliate of the Client, provided that the Affiliate assumes the Client's obligations in full and the assignment or novation does not increase StratoBayes' costs or risk.

(b) StratoBayes may assign or novate the Agreement, in whole or in part, to an Affiliate of StratoBayes, or to a purchaser of all or substantially all of its business or of the assets to which the Agreement relates, on written notice to the Client and without the Client's consent. StratoBayes may also subcontract in accordance with Clause 15.

(c) Where the assignee or transferee under Clause 21.6(b) is a direct competitor of the Client, the Client may terminate the Agreement by written notice given within 30 days of StratoBayes' notice of the assignment or novation. On a termination under this Clause 21.6(c), StratoBayes shall refund a pro rata proportion of any Fees paid in advance in respect of the unexpired period in accordance with Clause 19.5, and Clause 19.6 (including the Export Window) applies.

21.7 Third party rights: Except as provided by the transfer instruments incorporated under Paragraph 1.6 of Schedule 5, the parties do not intend to confer any rights on any third party by virtue of the Agreement, a person who is not a party to the Agreement has no right to enforce any of its terms, and the Agreement may be amended or varied without the consent of any third party.

21.8 Entire agreement: The Agreement sets out the entire agreement between the parties in relation to its subject matter and supersedes all previous written or oral agreements, representations, undertakings, warranties and arrangements in relation to that subject matter. Each party acknowledges that in entering into the Agreement it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Agreement. Any confidentiality or non-disclosure agreement in force between the parties at the Effective Date continues in force in respect of information disclosed under it and is not superseded by this Clause 21.8, and Clause 16.10 applies to it. Nothing in this Clause excludes or limits any liability for fraud or fraudulent misrepresentation.

21.9 Invalidity: If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

21.10 Disputes: The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), is governed by and interpreted in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim. This Clause 21.10 is subject to Paragraph 1.6 of Schedule 5, which governs the law and forum applicable to disputes arising under the transfer instruments incorporated by that Paragraph.

21.11 Conduct of claims: Any obligation to provide an indemnity under the Agreement is conditional on:

(a) the indemnifying party being given notice of the relevant claim as soon as reasonably practicable, except that a failure or delay in giving notice relieves the indemnifying party of its obligations only to the extent that it is materially prejudiced by the failure or delay;

(b) the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of the claim, at the indemnifying party's expense; and

(c) where the indemnifying party elects to conduct the defence, that party having authority to defend or settle the claim, subject to Clauses 21.11(d) to 21.11(f).

(d) The indemnified party may participate in the defence with its own advisers at its own cost.

(e) The indemnifying party shall not, without the indemnified party's prior written consent, agree any settlement that admits any liability or wrongdoing on the part of the indemnified party, imposes any non-financial obligation or restriction on the indemnified party, or requires the indemnified party to make any payment that is not met in full by the indemnifying party.

(f) Where the indemnifying party declines to conduct the defence, or fails to confirm within 20 Business Days of notice under Clause 21.11(a) that it will do so, the indemnified party may conduct the defence and settle the claim, acting reasonably, and the indemnifying party shall reimburse the indemnified party's reasonable costs of doing so, subject to any applicable cap.

(g) StratoBayes may decline to make, agree to or consent to any settlement, admission or statement, express or implied, concerning the validity or enforceability of any patent or patent application, and the Client shall not make any such settlement, admission or statement without StratoBayes' prior written consent.

21.12 Notices: Any notice under the Agreement shall be in writing and sent:

(a) to StratoBayes, by email to [email protected], or by post to StratoBayes Limited, Salvus House, Aykley Heads, Durham, DH1 5TS; and

(b) to the Client, by email to the address stated in the Order Form (or, if none is stated, to the email address of the person who signed the Order Form or accepted these SaaS Terms), or by post to the Client's address stated in the Order Form.

Any notice of breach, termination, suspension or an indemnity claim must be marked for the attention of the Chief Executive Officer of the recipient at the address stated in this Clause 21.12 (or such other address as that party has notified) in order to be validly given. A notice sent by email is deemed received at 9.00 am on the next Business Day after it is sent, provided that the sender has not received an automated notification of delivery failure. A notice sent by post is deemed received on the second Business Day after posting. This Clause 21.12 does not apply to the service of any proceedings or other documents in any legal action.

21.13 Change of version at renewal: StratoBayes may apply the then current published version of these SaaS Terms with effect from the start of any Renewal Period, by giving the Client not less than 60 days' prior written notice together with the new version. Where the Client does not wish to accept the new version, its remedy is to give notice of non-renewal before the start of that Renewal Period, and the Agreement then terminates at the end of the then current period. Clause 21.13 does not permit any change to the Order Form, the Special Conditions or the Fees, to which Clauses 10.8 and 21.3 apply.

Schedule 1

Conventions

The Conventions comprise the assumptions and methodologies set out in:

StratoBayes' published patent application no. PCT/GB2024/050746, published as WO2025196391: https://patentscope.wipo.int/search/en/detail.jsf?docId=WO2025196391
the Bayesian method for automated stratigraphic correlation and age modelling, as described in https://gchron.copernicus.org/articles/7/545/2025/

as updated from time to time in accordance with Clause 6.1.

The patent application referred to above is published but has not been granted. Nothing in the Agreement, and no reference to that application, is a representation that any patent has been granted or that any claim of the application is valid or enforceable.

Schedule 2

Support Services

1. Availability and maintenance

1.1 StratoBayes shall use commercially reasonable endeavours to make the hosted Platform available 24 hours a day, 7 days a week, except for maintenance under Paragraph 1.2.

1.2 StratoBayes may carry out maintenance of the Platform from time to time. StratoBayes shall use reasonable endeavours to carry out planned maintenance outside Business Hours and to give the Client reasonable advance notice of it. StratoBayes may also carry out emergency maintenance that it reasonably considers necessary to protect the security, integrity or lawful operation of the Platform, or to comply with applicable law, and shall notify the Client as soon as reasonably practicable.

2. Basic Support Services

2.1 Scope: StratoBayes shall provide the Basic Support Services to the Client during the Term, at no additional charge, in accordance with this Paragraph 2. The Basic Support Services comprise onboarding assistance, assistance and information in relation to the Client's access to and use of the Platform, and the diagnosis and resolution of faults in the Platform.

2.2 Channels and hours: StratoBayes shall provide the Basic Support Services during Business Hours, by email to [email protected], by telephone, via the Platform or, where StratoBayes considers it necessary, by site visit.

2.3 Response: StratoBayes shall respond to support requests within a reasonable time, giving priority to issues that make the hosted Platform inaccessible or a core function of a purchased Platform Module unusable, and shall provide onboarding assistance to the Client, on a schedule agreed with the Client, following the Effective Date.

2.4 Updates: StratoBayes may modify the Platform or any Feature by issuing updates from time to time, and may update the Documentation to reflect those modifications. StratoBayes shall make information about material modifications and new features available on the StratoBayes website or within the Platform, and shall give the Client written notice of any modification that materially reduces the functionality of a Platform Module, Feature or Service the Client has purchased.

2.5 Back-ups: StratoBayes shall take regular backups of Client Materials and Client Outputs held on the hosted Platform, in accordance with Paragraph 4 of Schedule 6. In the event of loss of or damage to Client Materials or Client Outputs, StratoBayes shall use reasonable commercial endeavours to restore them from the most recent available backup, promptly and at its own cost where the loss or damage arose from StratoBayes' breach or negligence. StratoBayes remains responsible under Clause 15.2(c) for the acts and omissions of the hosting and processing providers it engages, subject to Clause 18. StratoBayes is not responsible for loss, destruction, alteration or disclosure of Client Materials or Client Outputs caused by the Client, by an End User, or by a third party not engaged by StratoBayes.

3. Enhanced Support Services

3.1 The Client may purchase Enhanced Support Services (enhanced support or consultancy) separately. The scope, service levels, response targets, hours of cover and charges for the Enhanced Support Services are as specified in the Order Form, and this Paragraph 3 applies only where the Order Form so specifies. Where the Order Form specifies Enhanced Support Services, they are provided in addition to, and do not reduce, the Basic Support Services.

Schedule 3

Evaluation and Pilot

1. Application of this Schedule

1.1 This Schedule 3 applies wherever StratoBayes makes the Platform, any Platform Module, any Feature or any Service available to a person free of charge or for a nominal charge, for the purposes of evaluation, trial, testing, beta or preview access, proof of concept or pilot, including where access is obtained by signing up through the StratoBayes website ("Evaluation Access").

1.2 Formation: The Base Terms apply to Evaluation Access, as accepted by the Client at signup (including by clicking to accept these SaaS Terms on the StratoBayes website) or by entry into an Evaluation Order Form, in each case in accordance with Clause 2.1(b).

1.3 Priority: This Schedule 3 prevails over the Base Terms in respect of Evaluation Access, in accordance with Clause 2.3. Where a provision of the Base Terms assumes an Order Form, Fees, a User Cap, a Volume Cap or an Initial Term and none is stated, that provision applies with the modifications necessary to give effect to this Schedule 3, and the Purpose is evaluation of the Platform.

1.4 Where the Client subsequently enters into an Order Form for a paid subscription, this Schedule 3 ceases to apply to access provided under that Order Form from its Effective Date, and the Base Terms apply in full to that access.

1.5 The evaluation Platform: For the purposes of Evaluation Access, the Platform Modules are the modules made available to the Client at signup or under the Evaluation Order Form, as varied by StratoBayes from time to time in accordance with Paragraph 4.2, and the Platform means those modules. No Platform Module, Feature or Service is purchased under Evaluation Access.

2. Business use only

2.1 Evaluation Access is offered only to businesses and to individuals acting in the course of a business. The Platform is a business to business service. It is not offered to consumers, and is not intended for personal, family or household use.

2.2 The person who accepts these SaaS Terms confirms that they are acting in the course of a business, that they are authorised to bind that business, and that the business is the Client. StratoBayes may refuse or terminate Evaluation Access where a business is not identified at signup, or where StratoBayes considers that the person concerned is not acting in the course of a business. Nothing in these SaaS Terms affects any right of a consumer that cannot lawfully be excluded or restricted.

2.3 No production use: Evaluation Access is provided for evaluation only. The Client shall not use Evaluation Access, or anything generated through it, for live operational, drilling, well placement, safety, resource or reserve reporting, investment, financing or regulatory purposes, or in the delivery of services to any third party.

3. Data restrictions

3.1 The Client shall not upload to, or otherwise provide through, the Platform under Evaluation Access:

(a) any personal data other than the business contact details of its End Users (name, business email address, business telephone number and job title);

(b) any special categories of personal data, or personal data relating to criminal convictions or offences;

(c) any data that the Client is not free to disclose to StratoBayes, including data that is subject to a licence, confidentiality obligation, government restriction or third party right, unless the Client has first obtained the permission of the relevant third party; or

(d) any data subject to export control or sanctions restrictions.

3.2 The Client is responsible for ensuring that it holds all rights, consents and permissions necessary for the Client Materials it provides under Evaluation Access, and Clause 4.4 applies.

4. Duration, suspension and termination

4.1 Evaluation Access continues for the period stated at signup or in the Evaluation Order Form or, where no period is stated, until StratoBayes ends it in accordance with Paragraph 4.2. That period is the Term for the purposes of the Agreement.

4.2 StratoBayes may suspend, restrict, modify or terminate Evaluation Access, in whole or in part, at any time, with or without cause and with or without notice, and StratoBayes has no liability to the Client for doing so. Clause 3.1 (Provision) does not apply to Evaluation Access.

4.3 Either party may terminate Evaluation Access at any time on written notice.

4.4 Clauses 19.4 (future committed Subscription Fees) and 19.5 (refunds) do not apply to Evaluation Access.

5. Outputs of Evaluation Access

5.1 Outputs generated through Evaluation Access are not Client Outputs, and the licence in Clause 5.2 does not apply to them.

5.2 The Client may use outputs generated through Evaluation Access only internally, for the purpose of evaluating the Platform. The Client shall not disclose them outside its own organisation (other than to its professional advisers on a confidential basis), publish them, rely on them for any operational, investment or regulatory purpose, or use them in the delivery of services to any third party.

5.3 Clauses 5.4 (nature of the outputs), 5.5 (automated generation and human review) and 5.6 (no guarantee of result) apply to Evaluation Access.

6. Support and availability

6.1 Schedule 2 does not apply to Evaluation Access in its entirety. No availability commitment, no support commitment and no backup or restoration commitment is given in respect of Evaluation Access.

6.2 StratoBayes may, but is not obliged to, provide availability, support and backup in relation to Evaluation Access. Where it does, it does so on a discretionary and reasonable endeavours basis only.

7. Warranties

7.1 Evaluation Access is provided "as is" and "as available", without warranty of any kind. The warranty in Clause 18.2 does not apply to Evaluation Access, and all statutory and implied warranties and conditions are excluded to the fullest extent permitted by law.

8. Liability

8.1 Subject to Clause 18.1, the total aggregate liability of StratoBayes to the Client under or in connection with Evaluation Access (howsoever arising, including under any indemnity, and whether or not the liabilities, claims, losses or damages were foreseeable) is limited to GBP 10,000 (ten thousand pounds) in aggregate. This Paragraph 8.1 applies in place of Clause 18.8 in respect of Evaluation Access.

8.2 Clauses 18.1, 18.6 and 18.11 apply to Evaluation Access. Clause 18.7 (data restoration costs) does not apply to Evaluation Access.

8.3 Subject to Clause 18.1, the total aggregate liability of the Client to StratoBayes under or in connection with Evaluation Access, including under any indemnity given by the Client, is limited to the greater of GBP 100,000 (one hundred thousand pounds) and the Fees paid by the Client in respect of Evaluation Access. The exclusions in Clauses 18.9(a) to 18.9(e) apply to this Paragraph 8.3 as they apply to Clause 18.9. This Paragraph 8.3 applies in place of Clause 18.9 in respect of Evaluation Access.

8.4 Clauses 12.7 (IPR claims) and 12.8 (StratoBayes' options) do not apply to Evaluation Access, and StratoBayes gives no indemnity in respect of Evaluation Access.

9. Data deletion

9.1 StratoBayes shall delete the Client Materials provided, and the outputs generated, under Evaluation Access within 60 days after Evaluation Access ends, and shall delete copies held in routine backups in the ordinary course of the relevant backup cycle. This is subject to any retention required by applicable law or by a professional or regulatory obligation.

9.2 The Client should export anything it wishes to keep before Evaluation Access ends. StratoBayes shall, on written request made before Evaluation Access ends or within 30 days after it ends, provide the Client with a copy of its Client Contributions in a commonly used machine-readable format.

9.3 Where the Client enters into an Order Form for a paid subscription before the end of the 60 day period in Paragraph 9.1, the Client Materials and outputs may be carried over into that subscription, and Clause 19.6 then applies to them in place of this Paragraph 9.

10. Security and data protection

10.1 Schedule 5 (Data Protection) and Schedule 6 (Security) apply to Evaluation Access, in each case in respect of all Client Materials and outputs provided or generated under it.

Schedule 4

Plug-in and White Labelling Feature

1. Application of this Feature

1.1 Where the Order Form specifies that the Plug-in and White Labelling Feature applies, the terms of this Schedule 4 apply in addition to the Base Terms.

1.2 The following definitions apply to this Schedule:

(a) "Client Content" means all text, information, data, software, executable code, images, audio and video material, in any medium or form, input by the Client or an End User into the Client Website or the White labelled Platform (but excluding the StratoBayes Elements);

(b) "Client Website" means the URL stated in the Order Form through which the White labelled Platform is made available;

(c) "Credit" means including "powered by StratoBayes" prominently on the Client Website, in the form provided by StratoBayes and at all times subject to StratoBayes' approval;

(d) "StratoBayes Elements" means the hosted StratoBayes cloud computing platform, runtime environment, operating system and background infrastructure, in each case as made available to the Client as a hosted service, together with the object code components and application programming interfaces that StratoBayes expressly makes available to the Client for integration. The StratoBayes Elements expressly exclude, and the Client acquires no right to receive or access, any source code, model code, algorithm, model architecture, model parameters or weights, training data, build or development tool, or internal technical documentation relating to any of them (together, the "Excluded Materials");

(e) "Interface Elements" means the output of any assistance provided by StratoBayes in developing or maintaining the White labelled Platform, including any code or templates that integrate the StratoBayes Elements into the White labelled Platform or the Client Website, but excluding the Excluded Materials;

(f) "Upstream Licensor" means any third party from which StratoBayes licenses technology, intellectual property or know-how used in the Platform. StratoBayes may identify an Upstream Licensor in the Order Form; and

(g) "White labelled Platform" means an altered version of the Platform that:

(i) is developed by the parties using the StratoBayes Elements;

(ii) exchanges StratoBayes' Marks for the Client's Marks; and

(iii) includes or interfaces with the Interface Elements.

1.3 Upstream consents: The rights granted under this Schedule 4 are subject to any consents required under StratoBayes' upstream licences. StratoBayes shall use reasonable endeavours to obtain any such consent. Where a required consent is not obtained or is withdrawn, StratoBayes may on written notice decline to provide, or cease providing, the Plug-in and White Labelling Feature, and shall credit or refund any white labelling fee paid in advance in respect of the period after that notice, in accordance with Clause 19.5.

1.4 Conditions of the upstream licences: The Client acknowledges and agrees that:

(a) the rights granted under this Schedule 4 are personal to the Client and may not be sub-licensed, and Clause 21.6 applies to them. The Client shall not grant any End User of the Client Website any right in respect of the Platform, the StratoBayes Elements or the White labelled Platform beyond permission to use the White labelled Platform;

(b) those rights terminate automatically if the upstream licence under which they are granted terminates (in which event Paragraph 1.3 and Clause 19.7 apply);

(c) StratoBayes may disclose the Order Form and this Schedule to any Upstream Licensor where its upstream licence so requires, and Clause 16.3 permits that disclosure; and

(d) the Client shall not use the name or marks of any Upstream Licensor, or of any university or other institution from which StratoBayes licenses technology, and shall not hold itself out as licensed by or connected with any of them.

2. Licence to StratoBayes IPR

2.1 The licence granted by StratoBayes to the Client in Clause 3.2 also includes a right for the Client to access and use the StratoBayes Elements (by way of hosted access, interface and application programming interface access, and object code only), the Interface Elements and the Documentation to:

(a) develop the White labelled Platform, including to integrate the StratoBayes Elements by means of the interfaces and application programming interfaces made available for that purpose; and

(b) allow the White labelled Platform to:

(i) be made available through the Client Website; and

(ii) be used by and promoted to End Users in association with the Client's Marks,

provided that:

(c) the Client provides the Credit to StratoBayes (and StratoBayes grants a licence of its Marks for the purpose of the Credit); and

(d) the Client complies with any reasonable technical, branding and integration requirements notified by StratoBayes from time to time.

2.2 No source code: For the avoidance of doubt, nothing in this Schedule 4, in Clause 3.2 or elsewhere in the Agreement entitles the Client, any End User or any third party to be given, to access, to receive, to hold, to inspect, to copy, to decompile or to reverse engineer any of the Excluded Materials, and StratoBayes has no obligation to deliver, deposit, escrow or otherwise make available any of them. Any right of the Client to receive or access any of the Excluded Materials requires a separate source code licence agreement signed by both parties, and no such right arises under the Agreement.

2.3 The Client shall not attempt to derive any of the Excluded Materials from the StratoBayes Elements, the Interface Elements, the White labelled Platform or any output of them, and Clause 4.6(a) applies.

3. Licence to Client IPR

3.1 The licences granted by the Client to StratoBayes in Clauses 12.5 and 12.6 also include a right for StratoBayes to use, access, store, reproduce, display, distribute, transmit and otherwise exploit the Client Content and the Client's Marks:

(a) in any manner necessary to enable the functionality of the White labelled Platform and related services; or

(b) for the purpose of performing its obligations under this Schedule 4,

provided that:

(c) StratoBayes will follow any reasonable instructions of the Client, including any brand guidelines for the use of the Client's Marks.

4. Ownership

4.1 The Client (or its licensors) owns all the IPR in, and has sole responsibility for the legality, reliability, integrity, accuracy and quality of, the Client Content, the Client's Marks and the Client Website.

4.2 Notwithstanding Paragraph 4.1, the Client grants StratoBayes a non-exclusive, non-transferable right during the Term to carry out any act that would otherwise be restricted by any of the Client's IPR, for the sole purpose of enabling StratoBayes to perform its obligations under the Agreement.

4.3 Without limiting Clause 12, StratoBayes (or its licensors) owns all the IPR in the StratoBayes Elements, the Excluded Materials, StratoBayes' Marks and the Interface Elements.

5. Client obligations

5.1 Without limiting any other obligation under the Agreement, the Client shall:

(a) comply with Clause 4 and Clause 9;

(b) as between the parties, be responsible for responding to all third party requests concerning use of the Platform or the Services by the Client or any End User;

(c) provide StratoBayes with all necessary co-operation in relation to the White labelled Platform and the Client Website, including information about the Client Content and about its network and systems;

(d) ensure that its network and systems comply with the specifications provided by StratoBayes from time to time, and be solely responsible for procuring, maintaining and securing its network connections and telecommunications links to StratoBayes' data centres, and for all delays, failures, loss and damage arising from those connections and links or caused by the internet;

(e) monitor the Client Website and the White labelled Platform for security risks, and co-operate with StratoBayes in relation to the detection of any vulnerability or security event;

(f) provide StratoBayes with written confirmation that the Client does not and shall not use any child labour in the distribution of the White labelled Platform, and shall obtain equivalent written confirmation from any person it engages to distribute the White labelled Platform;

(g) comply with all applicable Sanctions and Export Control Laws in relation to the Client Website and the White labelled Platform, screen all End Users of the Client Website against the lists maintained under those laws before granting access, and not permit any Restricted Party, or any person located in a territory subject to comprehensive trade sanctions, to access the White labelled Platform;

(h) do nothing to diminish or impair StratoBayes' or any Upstream Licensor's rights in the Platform, the StratoBayes Elements, the Information or any registration of them;

(i) permit StratoBayes and any Upstream Licensor, on reasonable notice and under obligations of confidentiality, to inspect the Client's development, use and distribution of the White labelled Platform, so far as necessary for StratoBayes to comply with its obligations to that Upstream Licensor; and

(j) not use the StratoBayes Elements, the Interface Elements, the Information, the Documentation or the White labelled Platform to develop, or to assist any person to develop, any product or service that competes with the Platform or any Service.

6. White labelling fees

6.1 The white labelling fee is a Subscription Fee, and Clause 10.2 applies to it.

7. Indemnities

7.1 Client indemnity: The Client shall defend, indemnify and hold harmless StratoBayes against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:

(a) the Client Content;

(b) the Client Website;

(d) an End User's use of the Client Website or the White labelled Platform; or

(e) any breach by the Client of Paragraph 5.1(f), 5.1(g), 5.1(h) or 5.1(j).

This indemnity is subject to Clause 18.9, including the carve-out at Clause 18.9(e) in respect of third party claims.

7.2 StratoBayes indemnity: StratoBayes shall defend the Client against any third party claim that the StratoBayes Elements infringe any patent (registered and enforceable as at the Effective Date), copyright, trade mark, database right or right of confidentiality, in each case subsisting in the United Kingdom, and shall indemnify the Client against any amount finally awarded against the Client by a court of competent jurisdiction, or any settlement approved by StratoBayes, in respect of such a claim, provided that:

(a) the Client complies with Clause 21.11;

(b) the claim arises during the Term; and

(c) this indemnity does not apply to the extent that the claim arises from use of the StratoBayes Elements other than in accordance with the Agreement, from the Client Content, the Client Website or the Client's Marks, from any combination of the StratoBayes Elements with anything not supplied by StratoBayes, or from any Open Source Software introduced, selected, modified or combined with the StratoBayes Elements by or on behalf of the Client.

Clause 12.8 (StratoBayes' options) applies to a claim under this Paragraph 7.2 as it applies to a claim under Clause 12.7, and this indemnity is subject to the cap in Clause 18.8.

Schedule 5

Data Protection

1. Data Protection

1.1 In this Schedule, the following terms have the following meanings:

(a) "controller", "processor", "data subject", "personal data", "processing" (and "process") and "special categories of personal data" have the meanings given in EU/UK Data Protection Law;

(b) "EU/UK Data Protection Law" means, as applicable: (i) Regulation 2016/679 (the General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the Data Protection Act 2018; (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003 ("PECR"); (v) the Data (Use and Access) Act 2025; (vi) the EU e-Privacy Directive (Directive 2002/58/EC); and (vii) any applicable national data protection laws made under, or that apply in conjunction with, any of (i) to (vi); in each case as amended or superseded from time to time;

(c) "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to section 17A of the United Kingdom Data Protection Act 2018;

(d) "EU SCCs" means the standard contractual clauses annexed to European Commission Implementing Decision (EU) 2021/914;

(e) "UK Addendum" means the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner under section 119A of the Data Protection Act 2018; and

(f) "UK IDTA" means the International Data Transfer Agreement issued by the Information Commissioner under section 119A of the Data Protection Act 2018.

1.2 Data processing description:

(a) Categories of data subjects: End Users, and other individuals whose contact details or communications are provided to StratoBayes by or on behalf of the Client.

(b) Categories of personal data: name, email address, telephone number, job title, communications, device data and usage data. No special categories of personal data and no personal data relating to criminal convictions or offences, unless expressly agreed under Paragraph 1.5, in which case the categories so agreed.

(c) Subject matter and nature of the processing: provision of the Platform and the Services, as described in the Agreement.

(d) Purpose of the processing: as described in Paragraph 1.4 (Purpose limitation).

(e) Duration of the processing: the duration of the Agreement, until Paragraph 1.13 applies.

(f) Obligations and rights of the controller: the Client's obligations and rights as controller are those set out in EU/UK Data Protection Law and in the Agreement, and include the right to give, vary and withdraw the documented instructions referred to in Paragraph 1.4, the right to require deletion or return of the Data under Paragraph 1.13, and the rights of audit and information at Paragraph 1.15. The Client's documented instructions to StratoBayes are the Agreement (including this Schedule 5, Schedule 6 and the Order Form) together with any further written instruction the Client gives to StratoBayes from time to time, and StratoBayes shall record and process the Data only in accordance with them.

1.3 Relationship of the parties: The Client instructs StratoBayes to process the personal data described in Paragraph 1.2 (the "Data") on its behalf. In respect of that processing, the Client is the controller and StratoBayes is a processor. Each party shall comply with the obligations that apply to it under EU/UK Data Protection Law.

1.4 Purpose limitation: StratoBayes shall process the Data as necessary to perform its obligations under the Agreement and strictly in accordance with the documented instructions of the Client (the "Permitted Purpose"), except where otherwise required by law that is not incompatible with EU/UK Data Protection Law, in which case StratoBayes shall inform the Client of that legal requirement before processing, unless the law concerned prohibits it from doing so. StratoBayes shall not process the Data for its own purposes or those of any third party except as expressly permitted by Clauses 12.5 and 13 of the Base Terms, in respect of which processing StratoBayes acts as a controller and not as a processor. StratoBayes shall inform the Client immediately if it becomes aware that the Client's processing instructions infringe EU/UK Data Protection Law.

1.5 Prohibited data: The Client shall not provide to StratoBayes, and shall not upload to the Platform, any special categories of personal data or any personal data relating to criminal convictions or offences, unless the parties have expressly agreed in writing (in the Order Form or by a signed variation) that such data may be processed, and have agreed the additional safeguards that will apply to it. StratoBayes has no liability in respect of such data provided in breach of this Paragraph 1.5, and may delete or reject it.

1.6 Onward transfers: StratoBayes shall not participate in (nor permit any subprocessor to participate in) any Restricted Transfer of the Data (whether as exporter or importer) unless the Restricted Transfer is made in full compliance with EU/UK Data Protection Law. Where a Restricted Transfer is made and no other lawful transfer mechanism applies:

(a) where the UK GDPR applies to the transfer, the parties are deemed to have entered into the UK IDTA, as incorporated into this Schedule, with the Client as exporter and StratoBayes (or the relevant importer) as importer, with the tables and options completed by reference to Paragraph 1.2, Paragraph 1.9 and Schedule 6, the frequency of transfer being continuous, and no "Extra Protection Clauses" or "Commercial Clauses" applying; and

(b) where the EU GDPR applies to the transfer, the parties are deemed to have entered into the EU SCCs (Module Two, controller to processor, or Module Three, processor to processor, as applicable) together with the UK Addendum where the transfer is also subject to the UK GDPR, in each case as incorporated into this Schedule, with the docking clause (clause 7) not applying, clause 9 option 2 (general written authorisation) applying with the notice period in Paragraph 1.8, and clause 11 optional independent dispute resolution not applying, and with Annexes I to III completed by reference to Paragraph 1.2, Paragraph 1.9 and Schedule 6.

Notwithstanding Clauses 21.7 and 21.10, the governing law, forum and third party beneficiary rights applicable to each instrument incorporated by this Paragraph 1.6 are those that the instrument itself requires, and data subjects have the rights that the instrument confers on them. Where either instrument is amended or replaced by the relevant authority, the replacement applies from the date it takes effect. Each party shall, on the other's reasonable request, execute the relevant transfer instrument with the tables and annexes completed consistently with this Paragraph 1.6, and an executed instrument may be made a Special Condition of the Order Form.

1.7 Confidentiality of processing: StratoBayes shall ensure that any person it authorises to process the Data (including its staff, agents and subprocessors) (an "Authorised Person") is subject to a strict duty of confidentiality, whether contractual or statutory, and shall not permit any person who is not under such a duty to process the Data. Authorised Persons shall process the Data only as necessary for the Permitted Purpose.

1.8 Subprocessing: The Client gives StratoBayes a general written authorisation to engage third party subprocessors to process the Data, provided that:

(a) StratoBayes gives at least 30 days' prior notice, by email to a designated contact for the Client, of the addition of any subprocessor, including details of the processing it performs, and gives notice as soon as reasonably practicable of the removal of a subprocessor or of the engagement of a replacement subprocessor in the circumstances described in Clause 15.4(b);

(b) StratoBayes imposes data protection terms on each subprocessor that protect the Data, in substance, to the same standard as this Schedule; and

(c) StratoBayes remains fully liable for any breach of this Schedule caused by an act, error or omission of its subprocessor.

The Client may object to the addition of a subprocessor, by written notice within the notice period, on reasonable grounds relating to the protection of the Data. Where it does, StratoBayes shall use reasonable endeavours to offer an alternative subprocessor or arrangement for that Client. Where StratoBayes is unable to do so within a reasonable period, the objecting Client may terminate the affected Platform Module, Feature or Service on written notice, and StratoBayes shall refund a pro rata proportion of any Fees paid in advance in respect of the unexpired period of that Platform Module, Feature or Service, in accordance with Clause 19.5. Clause 15.4 and this Paragraph 1.8 operate as a single notice and objection procedure in respect of the same list.

1.9 Approved subprocessors: The list of approved subprocessors, as at the date of the Agreement and as updated in accordance with Paragraph 1.8 and Clause 15.4, is published at https://www.stratobayes.com/subprocessors, together with the countries in which they process Client Materials as described in Paragraph 10 of Schedule 6.

1.10 Security: StratoBayes shall implement appropriate technical and organisational measures to protect the Data from accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access. Those measures shall have regard to the state of the art, the costs of implementation, the nature, scope, context and purposes of processing, and the risk to the rights and freedoms of natural persons. The measures set out in Schedule 6 apply to the Data as they apply to Client Materials generally.

1.11 Co-operation and data subjects' rights: StratoBayes shall provide all reasonable and timely assistance (including by appropriate technical and organisational measures) to enable the Client to respond to: (i) any request from a data subject to exercise its rights under EU/UK Data Protection Law (including rights of access, correction, objection, erasure and data portability); and (ii) any other correspondence, enquiry or complaint from a data subject, regulator or other third party in connection with the processing of the Data. Where any such request or complaint is made directly to StratoBayes, StratoBayes shall promptly inform the Client, providing full details.

1.12 Data protection impact assessment: If StratoBayes becomes aware that its processing of the Data is likely to result in a high risk to the rights and freedoms of data subjects, it shall promptly inform the Client and shall provide such assistance as is reasonably required to enable the Client to conduct a data protection impact assessment and, if necessary, to consult its relevant data protection authority, taking into account the nature of the processing and the information available to StratoBayes, as contemplated by Article 28(3)(f) UK GDPR.

1.13 Deletion or return of Data: On termination or expiry of the Agreement, StratoBayes shall (at the Client's election) destroy or return to the Client all Data, including all copies and any Data subcontracted to a third party for processing. Deletion shall take place after the end of the Export Window defined in Clause 19.6 and within the timescales set out in that Clause, and StratoBayes shall not delete any Data that is required to fulfil an export request properly made by the Client within the Export Window until that request has been fulfilled. The Client may, by written notice, require deletion earlier than the end of the Export Window, in which case it waives the remainder of the Export Window. This Paragraph 1.13 does not apply to the extent that StratoBayes is required by applicable law to retain the Data, in which event StratoBayes shall isolate and protect it from further processing, except as required by that law, until deletion is possible.

1.14 Security incidents: On becoming aware of a Security Incident affecting the Data, StratoBayes shall inform the Client without undue delay and shall provide all such timely information and co-operation as the Client may require in order to fulfil its data breach reporting obligations under (and within the timescales required by) EU/UK Data Protection Law. StratoBayes shall take all measures reasonably necessary to remedy or mitigate the effects of the Security Incident and shall keep the Client informed of developments. Paragraph 7.1 of Schedule 6 applies in addition.

1.15 Audit and information rights:

(a) On reasonable written request, and not more than once in any twelve month period (or more frequently where the request is made on the instruction of a competent data protection authority or following a Security Incident), StratoBayes shall provide the Client with the information reasonably necessary to demonstrate compliance with this Schedule and with Schedule 6, including a completed security questionnaire, a description of the measures in Schedule 6 as implemented, and copies of any certifications or third party audit reports StratoBayes holds. This Paragraph 1.15(a) applies in respect of all Client Materials and Client Outputs, whether or not they contain personal data, and the Client may disclose the information provided to its own clients and insurers under obligations of confidentiality no less protective in substance than Clause 16.

(b) The Client may conduct an on-site audit of StratoBayes' compliance with this Schedule and with Schedule 6 only where the information provided under Paragraph 1.15(a) is not sufficient and an on-site audit is reasonably necessary. Any such audit shall be at the Client's cost, on not less than 30 days' written notice, during normal business hours, not more than once in any twelve month period (save where the audit is required by the instruction of a competent data protection authority or follows a Security Incident affecting the Client's Client Materials, Client Outputs or Data), conducted by the Client or an independent auditor who is not a competitor of StratoBayes and who is bound by confidentiality obligations, and carried out so as to avoid unnecessary disruption to StratoBayes' operations.

(c) StratoBayes is not required to provide access to, or disclose, information relating to other customers, or information the disclosure of which would breach a duty of confidentiality owed to a third party or compromise the security of the Platform.

Schedule 6

Security

1. Application

1.1 This Schedule 6 applies to all Client Materials and Client Outputs held or processed by or on behalf of StratoBayes, whether or not they contain personal data. Schedule 5 applies in addition in respect of personal data.

1.2 StratoBayes shall operate the hosted Platform on established third party cloud platforms, and may implement the controls in this Schedule using the security features of those platforms. StratoBayes remains responsible for those providers in accordance with Clause 15.2(c).

1.3 StratoBayes may vary the specific measures in this Schedule from time to time, provided that it does not materially reduce the overall level of security. StratoBayes shall publish or notify material changes.

1.4 Nature of this Schedule: This Schedule 6 takes effect as a contractual undertaking by StratoBayes and not as a representation. Clauses 18.4 and 18.5 are the Client's primary remedies for a failure to comply with it, and Clause 18.8 applies to any liability arising from such a failure.

2. Encryption

2.1 StratoBayes shall encrypt Client Materials and Client Outputs in transit between End User devices and the hosted Platform, and between StratoBayes' systems and those of its hosting and processing providers, using industry standard transport encryption.

2.2 StratoBayes shall encrypt Client Materials and Client Outputs at rest in the hosted environment using industry standard encryption (AES-256 or equivalent), using the encryption facilities of the underlying cloud platform.

3. Access control

3.1 StratoBayes shall restrict access to Client Materials and Client Outputs to those StratoBayes personnel and subcontractors who need it to provide, support or secure the Platform and the Services, on the principle of least privilege, and shall control that access by role-based access control.

3.2 StratoBayes shall require multi-factor authentication for all administrative access to the hosted Platform and to the underlying cloud accounts, and for all remote access to StratoBayes systems that hold Client Materials.

3.3 StratoBayes shall use individual named accounts. StratoBayes shall not use shared administrative accounts except where a cloud platform requires a root account, which StratoBayes shall protect by multi-factor authentication and shall not use for routine operations.

3.4 StratoBayes shall review access rights regularly, and shall revoke them promptly when a person leaves StratoBayes or changes role.

3.5 StratoBayes shall ensure that all personnel and subcontractors with access to Client Materials are bound by written confidentiality obligations.

4. Backups and resilience

4.1 StratoBayes shall take regular backups of Client Materials and Client Outputs held on the hosted Platform, using the managed backup facilities of the underlying cloud platform. StratoBayes shall encrypt backups at rest.

4.2 StratoBayes shall keep production environments logically separated from development and test environments. StratoBayes shall not use Client Materials in development or test environments unless they have first been de-identified in accordance with Clause 13.2.

5. Logging and monitoring

5.1 StratoBayes shall log administrative access, authentication events and material configuration changes to the hosted Platform, and shall retain those logs for a reasonable period.

5.2 StratoBayes shall protect logs against unauthorised alteration and deletion, and shall restrict access to them in accordance with Paragraph 3.

6. Vulnerability and patch management

6.1 StratoBayes shall apply security patches and remediate identified vulnerabilities within a reasonable time, prioritised by severity, where a fix is available.

6.2 StratoBayes shall review changes to the production environment before release and shall record them.

7. Incident response and notification

7.1 StratoBayes shall notify the Client of a Security Incident affecting the Client's Client Materials, Client Outputs, Access Codes or account data without undue delay after StratoBayes confirms that a Security Incident has occurred, and shall provide the information reasonably available to it about the nature of the incident, the categories and approximate volume of data affected, the likely consequences and the measures taken or proposed. Paragraph 1.14 of Schedule 5 applies in addition where personal data is affected.

7.2 StratoBayes shall keep the Client informed of material developments and shall provide a written summary of the incident and of remedial action taken, on request, once the incident is closed.

8. Secure deletion

8.1 When Client Materials or Client Outputs are to be deleted under the Agreement, StratoBayes shall delete them from active systems using the deletion facilities of the underlying cloud platform, and where storage media are decommissioned shall rely on the cloud provider's media sanitisation processes.

8.2 StratoBayes shall not be required to delete individual copies held in routine backups, but shall ensure that such copies expire and are overwritten in the ordinary course of the backup cycle. Until they expire, they remain subject to Clause 16 and to this Schedule 6.

8.3 StratoBayes shall confirm deletion in writing on the Client's request.

9. Personnel and subcontractors

9.1 StratoBayes shall impose security obligations on its subcontractors and providers of Third-Party Tools that are no less protective in substance than this Schedule 6, in accordance with Clause 15.2(b).

10. Processing locations

10.1 StratoBayes shall state, on the subprocessors page published at https://www.stratobayes.com/subprocessors, the countries in which Client Materials and Client Outputs are stored and processed by StratoBayes and by the providers listed on that page.

10.2 StratoBayes shall give the Client not less than 30 days' notice by email before Client Materials or Client Outputs begin to be stored or processed in a country not stated on that page. The Client may object on reasonable grounds relating to the confidentiality or security of Client Materials, and Clauses 15.4(c) and 15.4(d) apply to that objection as they apply to an objection to the addition of a provider.

10.3 Paragraph 1.6 of Schedule 5 applies in addition to any transfer of personal data.