1. Changes to this SOW may only be progressed and agreed upon as per the process set out in this Appendix A “Change Control Process”.

2. If the customer wishes to make a change to a Flint Technology Services (Flint TS) agreement, the customer will submit a notice to Flint TS describing the change.

3. Where a Change Request is required following a request for a change submitted by the customer, Flint TS will evaluate the information contained in the Change Request and will as appropriate and request further information from, or further discussion with, the customer;

3.1 Flint TS can reject the change request under the following conditions:

3.1.1 Flint TS deems the Change Request unnecessary for the successful completion of the project or;

3.1.2. The solution is technically incompatible and there may have a negative material effect on the project, or,

3.1.2 The change is commercially unviable and may cause excessive and unreasonable charges to Flint TS or the customer.

4. If a Change Request is rejected, Flint TS will notify the customer detailing why the Change Request was rejected or at Flint TS’s discretion may offer an alternate solution. The Customer has the following options if the Change Request is rejected by Flint TS:

4.1. End the Change Request process,

4.2. Approve the alternate solution if offered by Flint TS.

5. If Flint TS makes a request for a change request, or if Flint TS accepts the customer’s submitted request for a change, then Flint TS will provide the customer with a detailed written proposal for the implementation of the requested change (“Change Request”).

5.1. Each Change Request will include the following information where relevant:

5.1.1. the title of the change

5.1.2. a sequential Change Request reference number

5.1.3. the originator and date of the request, or recommendation for the change

5.1.4. an assessment of any impact on the level and standard of the provision of the Goods, Software and Services (as appropriate) (including any impact on the Service Levels or Milestones (if applicable)

5.1.5. a detailed back-out plan will be added to the Change Request if mutually agreed by both Parties that the proposed change would have a material adverse effect on the business operations of the customer if the change were to be unsuccessful

5.1.6. the Charges or charging principle for implementation of the change including any form of increase of or reduction in the Charges or additional Charges payable in the event that the proposed change is approved. Any such additional charges will be fair and reasonable

5.1.7. any dependencies on the part of Flint TS or the Customer utilised in preparing the Change Request or related to the underlying change together with any conditions that are precedent or dependencies on the part of the customer relating to such change

5.1.8. a description of any assets (including hardware and/or software) which would need to be purchased to implement the change

5.1.9. an estimate of the impact of the change on the numbers and types of personnel required to provide the Goods, Software and Services (as appropriate)

5.1.10. a timetable for the implementation, together with any proposals for acceptance testing of the Change Requestor and a plan for further evaluation

5.1.11. any training to be provided to relevant staff

5.1.12. any documentation to be provided

5.1.13. the date of expiry of the validity of the Change Request (which will not be less than twenty (20) Business Days from the date of receipt of the Change Request by the customer); and

5.1.14. provision for signature by the customer and the Supplier

5.2. Flint TS will provide the Customer with a revised executable version of the Change Request incorporating Flint TS’s amendments for the Customer’s approval

5.3. Following receipt of the revised Change Request, from Flint TS the customer will promptly and in any event within such timescales as agreed between the Parties, respond to Flint TS to either approve or reject the Change Request

5.3.1. If the Change Request is approved by the Customer, the Customer will issue Flint TS with a valid signed Change Request and Purchase Order for the change

5.3.2. If the Change Request is rejected, the Customer will notify Flint TS and provide information detailing why the Change Request was rejected and any amendments to the Change Note proposed by the Customer

5.4. Flint TS’s response to the Change Request the Customer has the following options:

5.5. End the Change Request process

5.6. approve the alternate solution if offered by Flint TS

5.7. restart the Change Request Process with the Customer’s own alternate Change Request.

6. If Flint TS approves the Customer’s Change Request,

6.1. approve the Change Request

6.2. and provide a validly executed version of the Change Request to the Supplier; or

6.3. reject the Change Request.

7. If the customer considers that the Charges or charging principle stated in the Change Request would result in an excessive and unreasonable charge to the customer, it will notify Flint TS of this opinion and of the Charges or charging principle that the customer considers would be reasonable. Flint TS will then seek to justify the Charges or charging principle to the customer. If Flint TS cannot satisfy the customer (acting reasonably) within fifteen (15) Business Days of the receipt by Flint TS of the notice from the customer that the Charges or charging principle are excessive and unreasonable, then the customer may escalate the dispute in accordance with the Dispute Resolution Procedure) of the Flint TS General Terms and Conditions.

8. If a Change Request is signed as accepted by the customer and the Supplier, Flint TS will make the change in accordance with the Change Request (including, without limitation, within the time frame specified in the Change Request) and the signed Change Request will constitute a validly made amendment to this SOW.

9. Until such time as a requested change has been approved by the customer in accordance with the Change Control Process, Flint TS will continue to perform its obligations under this SOW as if the change had not been requested.

10. Any work undertaken by Flint TS, its Subcontractors, or agents, which has not been authorised in accordance with the provisions of this SOW, will be undertaken entirely at the expense and liability of Flint TS unless otherwise agreed in writing