Dear Imogen,

Thank you. We maintain the draft.

1. Northgate. The April 2025 arrangement is a transition services agreement, terminable on 30 days' notice, for export support and read-only access. It is not a Customer Contract for the platform and the fee is not "recurring subscription fees". In any event paragraph 2.2 excludes a contract under which notice of non-renewal has been given, from the date of the notice.

2. Signed contracts. Paragraph 2.2 is explicit: a contract under which the customer has not gone live at the Test Date is not included. Kestrel's go-live moved to January 2026 at Kestrel's request because of its own year-end IT change freeze; we can share the correspondence. Dunmore's go-live is still planned for December and, if it is live on 31 December, it will be counted.

3. We reject any suggestion of bad faith.

We are happy to speak on Thursday 30 October 2025 at 10:00 and, if we cannot agree, to the appointment of an independent accountant under paragraph 3.

Kind regards,
Claire
