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1.1 In these Service Specific Additional Terms the following terms have the following meanings:

2.1 The Membership Fee is payable by you, into a bank account designated by us in writing or by credit card within thirty (30) days of receipt of our invoice. Your Network Membership will start from the date of our receipt of your Membership Fee (“Membership Effective Date”) and, unless you or we have cancelled your Network Membership under clause 7, will automatically renew on 30 June each year provided you have paid your Membership Fee in accordance with clause 2.2.

2.2 For renewals, the Membership Fee for the forthcoming Membership Year is payable by you, into a bank account designated by us in writing or by credit card, within thirty (30) days of receipt of our invoice (“Membership Renewal Payment Date”). If the Membership Fee remains outstanding by the Membership Renewal Payment Date, your Network Membership will be cancelled and the Contract will automatically terminate and the provisions of clauses 7.2 and 7.3 shall apply.

2.3 The Membership Fee shall automatically increase on an annual basis with effect from the forthcoming Membership Year in line with the percentage increase in the Consumer Prices Index in the twelve (12) month period immediately preceding the 31 August in the current Membership Year. We will notify you of any increase in the Membership Fee via e-mail no later than 90 days’ prior to the start of the next Membership Year. We will issue an invoice to you for the Membership Fee for the forthcoming Membership Year on or around the 1 June in the current Member’hip Year.

2.4 The Membership Fee is not refundable, except as expressly set out in these Terms.

3.1 In consideration of the payment of the Membership Fee, we will provide you with the Network Membership Benefits set out in Annex 1 to these Terms.

3.2 The Network Membership Benefits are non-exchangeable and non-transferable and cannot be exchanged for monetary value. Any Network Membership Benefits not used in a Membership Year cannot be carried forward into any future Membership Year.

3.3 You can make a maximum of five (5) submission support requests in each Submission Period. You can make a submission support request by emailing impact@timeshighereducation.com. We will address support requests in the order of our receipt and respond to your submission support requests within two (2) Working Days.

3.4 Unless agreed otherwise, all Network Membership Benefits will be organised virtually.

3.5 If you fail to provide the necessary information required for the Ratings Network Membership Benefit by the end of the Submission Period, you will not be rated and will not have access to the Ratings Network Membership Benefits for that Membership Year. This does not prevent you from accessing the other Network Membership Benefits in accordance with the Contract.

3.6 All webinars will not be private to the organisation unless otherwise stated.

3.7 In the event that any webinar sessions are cancelled by us, we will give as much notice as possible and offer alternative dates.

3.8 We reserve the right to vary, amend or withdraw the Network Membership Benefits from time to time, with effect from the commencement of the next Membership Year. Any changes to the Network Membership Benefits for the following Network Membership Year will be communicated in writing to your designated e-mail address.

4.1 You agree to keep confidential all information concerning our business or affairs that you have received or obtained from us ("ɫ��ֱ�� Confidential Information") in relation to any matters contemplated under the Contract including any of our resources or information provided to you as part of the Network Membership Benefits.

4.2 We agree to keep confidential all information concerning your business or affairs that you provide to us ("Member Confidential Information") in relation to any matters contemplated under the Contract. However, any information provided to us by you that is required for publication of the Impact Network ratings will not be considered as Member Confidential Information.

5.1 The parties will comply with the provisions set out in Annex 3 (Intellectual Property).

6.1 Nothing in these Terms will limit or exclude the liability of either party for: (a) death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.

6.2 Subject to clause 6.1, neither party will have liability to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any

(a) loss of profits or anticipated savings,

(b) loss of revenue,

(c) loss of or damage to goodwill or reputation,

(d) loss of opportunity,

(e) loss of contract or

(f) for any indirect, special or consequential loss arising out of or in connection with the Contract.

6.3 Subject to clause 6.1, our total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract during each year of Network Membership will be limited to one hundred per cent (100%) of the Membership Fee paid by you during such year.

6.4 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

7.1 Either party may cancel your Network Membership prior to its renewal by providing the other party with 30 days’ written notice prior to 30 June in the current Membership Year. We may cancel your Membership immediately at any time if: (i) you are or become or in our opinion are likely to be or have become a Restricted Person (as defined in Annex 4 (Sanctions)); and/or (ii) breach any of the provisions of Annex 4 (Sanctions). If your Network Membership is cancelled, the Contract will automatically terminate at the end of the current Membership Year.

7.2 Following termination of the Contract, you will immediately cease use of our name on your website or other materials. For the avoidance of doubt, any Network Membership Benefits scheduled after the date of termination of the Contract will be cancelled and you will not be entitled to any Network Membership Benefits which have not been redeemed as of the effective date of termination.

7.3 Termination of the Contract will not prejudice any rights and remedies of either party which may have accrued under the Contract up to the date of termination or expiry, and will not affect any provision of these Terms which is expressly or by implication intended to come into or remain in effect on or after termination or expiry of the Contract.

8.1 The parties will comply with the provisions set out in the General Terms and Conditions.

9.1 The parties will comply with the provisions set out in clause 6 of the General Terms and Conditions.

10.1 Any notice or other communication required to be given to a party under or in connection with the Contract will be sent by email to our email address impact@timeshighereducation.com or your email address within your Membership Application (as applicable).

10.2 You will not, without our prior written consent, assign, transfer or deal in any other manner with the Contract or your Network Membership.

10.3 You will comply with all laws relevant to the Contract and your Network Membership.

1. Definitions

1.1 In this Annex 2, capitalised terms will have the following meanings:

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"ɫ��ֱ�� Marks" has the meaning given to it in Paragraph 2 of this Annex 3.

2. As part of your Network Membership Benefits, we will send you the ɫ��ֱ�� Marketing Assets ("ɫ��ֱ�� Marks") which may be displayed on your website. We grant you a non-exclusive, royalty free, non-transferable, non-sublicensable, perpetual licence solely to display the ɫ��ֱ�� Marks on your corporate website and on internal marketing materials for the purpose of promoting your rating results as part of the Sustainability Impact Network. You may not make any change to the ɫ��ֱ�� Marks. You may not use the ɫ��ֱ�� Marks or any other ɫ��ֱ�� Intellectual Property Rights other than as expressly permitted by this in Paragraph 2 of this Annex 3. You must comply at all times with any brand guidelines we provide from time to time. You will indemnify us against all costs, expenses, sub-licenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us in connection with your breach of this in Paragraph 2 of this Annex 3.

3. You acknowledge that we are the sole owner of the ɫ��ֱ�� Marks and all associated goodwill. You will use all reasonable endeavours to assist us in promoting the ɫ��ֱ�� Marks and will not knowingly do or cause or permit anything to be done which may endanger the ɫ��ֱ�� Marks or the title of such marks to us or our licensors. Without prejudice to the generality of the foregoing, any goodwill derived from the use by you of the ɫ��ֱ�� Marks will accrue to us. We may, at any time, call for a document confirming the assignment of that goodwill and you will execute it.

4. You represent and warrant that you, or your parent company, own all the Intellectual Property Rights in and to any other materials provided or produced by you in connection with the Contract or is licensed to permit us to use the same, and that our use of such materials will not infringe the Intellectual Property Rights of any third party. You will indemnify us against all costs, expenses, sub-licenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by us as a result or in connection with any claim brought against us for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, our use of the materials provided by you.