SCHEDULE 2 - PROFESSIONAL SERVICES

VERSION CONTROL Document Name: SCHEDULE 2 - PROFESSIONAL SERVICES Version: v1.1 Date Issued: 2nd October 2025 Author/Editor: M.Lulham Versioning: https://infopoint.mtechsystems.co.uk/versioning

1. Definitions

1.1 The following definitions in this paragraph 1 apply in this Schedule 2 (Professional Services):

Acceptance Criteria: the objective criteria, standards and/or specifications (including functional, performance, integration and usability requirements) as set out in paragraph 4.2 of this Schedule 2, in the applicable Statement of Work or Service Order, or as otherwise expressly agreed in writing by the Parties, against which the Acceptance Tests are to be carried out to determine whether the Deliverables conform and are satisfactory for Client use.
Acceptance Tests: the tests, checks or other review processes described in the applicable Statement of Work or Service Order, or otherwise agreed in writing between the Parties, designed to confirm that the Deliverables conform to the Acceptance Criteria. Acceptance Tests may include functional tests, integration tests, performance tests, user acceptance tests and/or other verification methods appropriate to the Deliverables.
Assumptions: the assumptions, pre-requisites and dependencies upon which the Supplier has based its proposal, pricing and delivery of the Professional Services, as set out in the applicable Statement of Work or Service Order.
Change Request: a formal written request made by either Party in accordance with paragraph 5 of this Schedule 2 to vary the scope, specification, Deliverables, charges, timeline or any other aspect of the Professional Services.
Client Materials: any information, documents, software, hardware, data, designs, content, specifications, or other materials provided by or on behalf of the Client to the Supplier for use in connection with the Professional Services.
Deliverables: any tangible or intangible items, work product, documentation, configurations, integrations, reports, designs, specifications, software, scripts or other outputs to be delivered by the Supplier as part of the Professional Services, as described in the applicable Statement of Work or Service Order.
Good Industry Practice: the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness which would reasonably and ordinarily be expected from a skilled and experienced provider of professional services of a similar type to the Professional Services, under the same or similar circumstances.
Issues List: a written list of the non-conformities to the Acceptance Criteria for a specific Deliverable, compiled in accordance with paragraph 4.3 of this Schedule 2.
Professional Services: the consultancy, configuration, deployment, migration, integration, training or other professional services to be provided by the Supplier to the Client under this Schedule 2, as described in the applicable Statement of Work or Service Order.
Statement of Work / Service Order (SoW/Service Order): a written document executed by both Parties which sets out the scope, objectives, assumptions, Deliverables, Acceptance Criteria, Acceptance Tests, timescales, responsibilities and charges relating to the Professional Services. References in this Schedule to a “Statement of Work” shall be construed to include a Service Order where applicable.

1.2 Except as defined in this Schedule 2, capitalised terms shall have the meanings given to them in the Agreement.

1.3 To the extent applicable to the Professional Services, in the event of conflict between the terms of this Schedule 2 and the Agreement, the provisions in this Schedule 2 shall take precedence, and in the event of conflict between this Schedule 2 and a Statement of Work or Service Order, the provisions of the Statement of Work or Service Order shall take precedence over this Schedule 2.

2. Scope of Professional Services

2.1 The Professional Services to be provided by the Supplier shall be those described in the applicable Statement of Work or Service Order. Each Statement of Work or Service Order shall set out, at a minimum, the scope of work, Deliverables, Acceptance Criteria, timescales, responsibilities, charges, and any specific Assumptions on which the Supplier has relied.

2.2 Unless expressly stated otherwise in the Statement of Work or Service Order:

(a) Professional Services shall be delivered on a time-and-materials basis, charged at the Supplier’s prevailing rates in effect at the time of performance; and

(b) estimates of time, effort or cost are provided for guidance only and shall not be binding unless expressly confirmed as fixed-fee in the Statement of Work or Service Order.