Terms and Conditions

These platform terms and conditions (“Agreement”) are entered into between Northern Tech Hub Ltd (company number 16428857, incorporated in England and Wales, registered office: Ground Floor, Radley House, Richardshaw Road, Leeds, LS28 6LE) (the “Supplier”) and the Client identified in the applicable Order Form.

The Agreement constitutes a binding legal contract governing subscription to the Services under the following conditions.

By signing the Order Form or accessing the Services, the Client: (a) acknowledges reading and agreeing to comply with this Agreement; (b) becomes bound as of the earlier date of Order Form signature or Service access; and (c) warrants that its representative has contractual capacity and authority to bind the Client.

The Services are intended solely for business use.

1. Interpretation

1.1 The following definitions shall apply in this Agreement:

Acceptable Use Policy: the acceptable use policy available at https://northerntechhub.com/legal/acceptable-use-policy.

Additional Subscriptions: as set out in clause 3.1.

Agreement: these platform terms and conditions, the Data Processing Agreement, the Acceptable Use Policy together with the applicable Order Form.

AI Tools: means any software, system, or application that utilises artificial intelligence technologies to perform tasks that typically require human intelligence.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression “change of control” shall be construed accordingly.

Client: the legal entity set out on the Order Form.

Client Data: the data inputted by the Client or the Supplier on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.

Confidential Information: all proprietary information clearly labelled or identified as confidential, or which by its nature ought reasonably to be considered confidential, together with information specified in clauses 10.3 and 10.4.

Data Protection Laws: all applicable laws in relation to the processing of personal data and privacy including but not limited to (i) the UK GDPR as defined in section 3(10) and supplemented by section 205(4) of the Data Protection Act 2018; (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); in each case as amended, updated or replaced from time to time.

Data Processing Agreement: the data processing agreement available at https://northerntechhub.com/legal/data-processing-agreement

Documentation: the document(s) and other materials made available to the Client by the Supplier from time to time which set out the user instructions for the Services.

Effective Date: the date stated on the Order Form.

Fees: the Subscription Fees, any support services fees and any other charges applicable under this Agreement.

Initial Subscription Term: twelve (12) months (or such other period specified in the Order Form) commencing when full subscription pricing becomes payable; any Ramp Period precedes but does not constitute part of the Initial Subscription Term.

Insolvency Event: the inability to pay debts within the meaning of section 123 of the Insolvency Act 1986, the making of an order or passing of a resolution for administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), the appointment of an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer over all or any substantial part of assets, or entering into or proposing any composition or arrangement with creditors generally, or any analogous event in any applicable jurisdiction.

Intellectual Property Rights: any patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, trade marks, service marks, logos, domain names, business names, trade names (whether capable of being patented or registered or not) and all registrations or applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country or jurisdiction, and rights to sue for passing off.

Normal Business Hours: 9.00 am to 5.00 pm UK time on each Business Day.

Order Form: the document agreed in writing between the parties which specifies the Service SKU(s), Tenant Subscription count, Initial Subscription Term, Fees and any other applicable terms. The Order Form shall prevail in the event of any conflict with these terms.

Output: means any data, content, software or material generated by AI Tools that is incorporated into the Services.

Ramp Period: the period, if any, specified in an Order Form during which free, discounted or promotional pricing applies prior to the Initial Subscription Term.

Renewal Period: successive periods of twelve (12) months following the Initial Subscription Term.

Retail Prices Index: the all items Retail Prices Index excluding mortgage interest payments published from time to time by the Office for National Statistics, or failing such publication, such other index as the parties may agree (acting reasonably) most closely resembles such index.

Service SKU: a subscription product (as set out in the Order Form) with its own pricing, usage limits and features, where the features and functionality of a Service SKU are set out in the Specification.

Services: the applicable Tenant Subscriptions, Support Services, Software and Documentation provided under this Agreement.

Software: the online software applications provided by the Supplier as part of the Services.

Specification: the document available at https://northerntechhub.com/legal/specification that sets out the functionality of each Service SKU.

Subscription Fees: the fees payable per the Order Form for Tenant Subscriptions, plus any Additional Subscriptions purchased under clause 3.

Subscription Term: the Initial Subscription Term together with any Renewal Periods.

Support Services: technical support, together with updates, bug fixes and security patches; excluding new products or modules requiring separate fees.

Tenant Subscriptions: the applicable tenant subscriptions purchased per the Service SKU(s) specified in the Order Form.

Virus: any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in the computational logic found in software or hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability of the Services, and the term Vulnerabilities shall be interpreted accordingly.

1.2 In this Agreement:

1.2.1 headings do not affect interpretation;

1.2.2 a reference to a person includes individuals, bodies corporate (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns;

1.2.3 the singular includes the plural and vice versa unless the context otherwise requires;

1.2.4 references to statutes are as in force at the date of this Agreement and include all subordinate legislation;

1.2.5 writing or written includes email;

1.2.6 the words include, including and similar expressions will not limit the meaning of the words that come before them;

1.2.7 clause references refer to clauses of this Agreement.

2. Tenant Subscriptions

2.1 Licence Grant

Subject to payment in accordance with clause 8 and the Customer’s compliance with the terms of this Agreement, the Supplier grants the Client a non-exclusive, non-transferable right (without the right to grant sublicences) to use the Services and Documentation for the applicable Service SKU(s) only, for the duration of this Agreement and scope specified in the Order Form.  The licence granted under this Agreement shall be subject always to the limitation set out in clause 9.2.

2.2 Client Undertakings

The Client undertakes that:

• the maximum number of Tenant Subscriptions using the Services shall not exceed the number set out in the Order Form or as otherwise agreed in writing;
• the Client is responsible for managing Tenant Subscriptions, controlling access and preventing password sharing; and
• the Client has secured or will secure any necessary permissions from end users for the provision of the Services, including consent for the placement of applications or Software on any third party accounts (including the accounts of the Client’s customers).

2.3 Acceptable Use

The Client shall comply with the Acceptable Use Policy available at https://northerntechhub.com/legal/acceptable-use-policy

2.4 Restrictions on Use

The Client shall not:

• except as permitted by non-excludable law or this Agreement: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Services or Documentation in any form or media; or (ii) de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
• access the Services or Documentation to build a competing product or service;
• provide the Services or Documentation to third parties;
• license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services or Documentation available to any third party (where such expression includes, for the avoidance of doubt, any subsidiary or holding company of the Client, or any of its agents, suppliers or contractors);
• attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation outside the terms of this Agreement.

2.5 Unauthorised Access

The Client shall use reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or Documentation and shall promptly notify the Supplier of any such unauthorised access or use.

2.6 Rights Limitation

The rights provided under this Agreement are granted to the Client only and are not granted to any subsidiary or holding company of the Client.

2.7 SKU-Dependent Scope

The available Services, features and functional scope depend on the Service SKU(s) purchased. The Supplier has no obligation to provide features or modules of a different Service SKU unless separately purchased.

3. Additional Subscriptions, Co-Terming and Audits

3.1 The Client may request additional Tenant Subscriptions or Service SKUs (“Additional Subscriptions”) at any time by written notice or via the platform self-service functionality (if available). Additional Subscriptions shall remain subject to the terms of this Agreement. Platform self-service use constitutes the Client’s written acknowledgment of the Tenant Subscription changes and associated Fees. If platform self-service functionality is not available, the Supplier will issue a revised order form if it accepts the Client’s request for Additional Subscriptions.

3.2 Additional Subscriptions purchased during the Subscription Term shall be co-termed with the existing Subscription Term. Fees for such Additional Subscriptions shall be calculated pro-rata from the date of addition to the end of the current Initial Subscription Term or Renewal Period, as applicable, and shall be added to the next invoice.

3.3 The Client shall pay fees for Tenant Subscription utilisation exceeding the numbers set out in the Order Form, including where real-time checks (clause 3.5) or audits reveal underpayment.

3.4 The Supplier has no responsibility for preventing Client overage utilisation.

3.5 The Supplier may run real-time licence checks at any time to establish the Client’s Service access, Tenant Subscriptions, Service SKU and usage count, and to audit compliance with this Agreement. The Client permits the Supplier or a designated auditor to audit Tenant Subscription usage and compliance with this Agreement.

3.6 The Client acknowledges that Tenant Subscriptions increased pursuant to this clause 3 cannot be decreased during the Subscription Term.

4. Services

4.1 The Supplier shall, during the Ramp Period (if any) and the Subscription Term, provide the Services and make the Documentation available to the Client on and subject to the terms of this Agreement.

4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for:

(a) planned maintenance performed during 8.00 pm to midnight local UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, with reasonable advance notice (minimum two (2) Normal Business Hours, except in emergencies).

4.3 The Supplier shall provide Support Services during Normal Business Hours. The Supplier may amend the Support Services in its sole discretion at any time.

4.4 The available Services are limited to the functional scope of the purchased Service SKU(s). The Supplier may modify or update the functional scope of the Service SKUs provided that such modifications do not materially reduce core functionality during the Subscription Term.

5. Client Data and Data Processing Agreement

5.1 The Client shall own all right, title and interest in and to all Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data. The Client is responsible for maintaining its own back-ups.

5.2 Both parties shall comply with all applicable Data Protection Laws and the Data Processing Agreement. This clause does not relieve, remove, or replace either party’s obligations or rights under the Data Protection Laws.

6. Supplier’s Obligations

6.1 The Supplier shall perform the Services with reasonable skill and care and shall provide the Service SKU’s substantially in accordance with the Specification.

6.2 Clause 6.1 shall not apply to the extent of any non-conformance caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or its duly authorised agents. If the Services do not conform with clause 7.1, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Save for any unremedied material breach of this Agreement, such correction constitutes the Client’s sole and exclusive remedy for any breach of clause 6.1.

6.3 The Supplier does not warrant that: (a) the Client’s use of the Services will be uninterrupted or error-free; (b) the Services, Documentation, or information obtained via the Services will meet the Client’s requirements; or (c) the Software or Services will be free from Vulnerabilities.

6.4 The Supplier is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5 While the Supplier uses reasonable industry-standard endeavours to check the Services for known Viruses, the Supplier does not control all associated risks including hacking and security breaches. The Supplier shall not be liable for any loss resulting from such events.

6.6 The Supplier is not liable for any misuse of the Services by the Client resulting in a security breach.

6.7 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing similar products or services.

6.8 The Supplier warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under this Agreement.

6.9 The Supplier reserves the right at any time to make improvements, substitutions or modifications to the Services, provided that such modifications do not result in material changes to the functionality or performance of the Services.

6.10 The Supplier may change Documentation or the Services when required for applicable safety, regulatory or statutory compliance, provided that such changes do not materially adversely affect the quality or performance of the Services, and the Client is given written notice.

7. Client’s Obligations

7.1The Client shall:

(a) provide the Supplier with all necessary co-operation and access to such information as may be required, including Client Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(c) carry out all Client responsibilities set out in this Agreement in a timely and efficient manner; in the event of delay, the Supplier may adjust any agreed timetable as reasonably necessary;

(d) obtain and maintain all necessary licences, consents and permissions necessary for the Supplier, its contractors and agents to perform the Services;

(e) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;

(f) be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections, telecommunications links or the internet;

(g) remain solely responsible for the preparation of outputs, content, accuracy and the review of outputs from the use of the Services;

(h) ensure that its employees use the Services and Documentation in compliance with this Agreement, and remain fully responsible and shall indemnify the Supplier for any breach by such persons.

8. Charges and Payment

8.1 The Client shall pay the Fees in accordance with this clause 8 and the Order Form.

8.2 Unless the Order Form provides otherwise, the Supplier shall invoice the Client monthly in advance, including increases in respect of Additional Subscriptions pursuant to clause 3.

8.3 Unless the Order Form provides otherwise, the Client must pay Subscription Fees by direct debit, debit/credit card or bank transfer. The Client shall provide the Supplier with valid, current and complete billing details and authorises the Supplier to charge accordingly.

8.4 The Client shall pay any additional fee invoices (if any) within fourteen (14) days of receipt.

8.5 The Client shall promptly notify the Supplier of any changes to the billing information set out in clause 8.3..

8.6 If the Supplier has not received payment within fourteen (14) days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Client, disable the Client’s password, account and access to all or part of the Services and shall be under no obligation to provide the Services while invoices remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base rate of the Bank of England, but at 4% a year for any period when that base rate is 0% or below, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.7 All amounts and Fees stated or referred to in this Agreement:

(a) shall be payable in pounds sterling unless the Order Form provides otherwise;

(b) are non-cancellable and non-refundable;

(c) are exclusive of value added tax or other applicable sales tax, which shall be added to the Supplier’s invoices at the appropriate rate.

8.8 Where an Order Form specifies a Ramp Period, the Fees for each such period shall be as set out in the Order Form. Upon expiry of the final Ramp Period, Fees shall automatically adjust to full subscription rates without further notice or amendment.

8.9 The Supplier may increase the Fees annually on each anniversary of the Effective Date in line with the preceding twelve (12) month percentage increase in the Retail Prices Index upon ninety (90) days’ written notice to the Client. If the Client does not agree with such increase, the Client may terminate this Agreement at the end of the then-current term upon sixty (60) days’ written notice given before the increase takes effect. If the Supplier does not receive such written notice from the Client, the Client is deemed to have agreed to the amended Fees.

8.10 If the Client exceeds the amount of disk storage space and/or data consumption specified in the Documentation and/or Order Form, the Supplier shall charge, and the Client shall pay, the Supplier’s then current excess data storage and data consumption fees as set out in the Order Form.

8.11 If the Client is required by any law or regulation to make any deduction from any payment (including any withholding tax), the Fees shall be increased by the amount of the deduction so that the Supplier receives the full amount stated in the Order Form.

9. Intellectual Property Ownership and AI Tools

9.1 Subject to clause 9.2:

(a) the Client acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Software, Services and Documentation. Except as expressly stated in this Agreement, the Agreement does not grant the Client any rights to Intellectual Property Rights of the Supplier or its licensors, or other rights or licences in respect of the Services or Documentation; and

(b) The Supplier confirms that it has all the rights in relation to the Services and Documentation that are necessary to grant all the rights it purports to grant under this Agreement

9.2 The Supplier acknowledges that AI Tools may be utilised in the development and provision of the Services. In the event that any Output is incorporated into the Services by the Supplier, the Supplier hereby grants to the Client such rights as the Supplier may have in the Output to enable the Client to use such Output within the context of using the Services in accordance with this Agreement.

9.3 The Supplier shall ensure that the use of AI Tools complies with all applicable laws, regulations, and industry standards. The Supplier shall not use the Client Data to train or input into any AI Tools.

10. Confidentiality

10.1 Each party may access the other’s Confidential Information for the purposes of performing its obligations under this Agreement. Subject to clause 10.2, each party shall hold the other’s Confidential Information in confidence, shall not disclose it to third parties, and shall use it only for the purposes of this Agreement.

10.2 The parties may disclose Confidential Information:

(a) to employees, officers, representatives and advisers who need to know it for the purposes of this Agreement, provided that such persons are informed of its confidential nature and comply with the obligations set out in this clause;

(b) when required by law, governmental or regulatory authority, or court of competent jurisdiction, provided the disclosing party gives the other party maximum feasible notice.

Confidential Information does not include information that: (i) is or becomes publicly known other than through the receiving party’s acts or omissions; (ii) was in the other party’s lawful possession before disclosure; (iii) is lawfully disclosed by third parties without restriction; or (iv) is independently developed by the receiving party, as shown by written evidence.

10.3 The Client acknowledges that the details of the Services, non-publicly-available Documentation, and performance test results constitute the Supplier’s Confidential Information.

10.4 The Supplier acknowledges that Client Data is the Client’s Confidential Information. The Client accepts the Supplier creating and using aggregated, redacted and anonymised forms of Client Data obtained while providing the Services, provided that such use does not disclose the Client’s Confidential Information to third parties.

10.5 No party shall make or permit any public announcement concerning this Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed), except as required by law or regulatory authority.

10.6 The provisions of this clause 10 shall survive termination or expiry of this Agreement.

11. Indemnity

11.1 Client Indemnification

The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, allegations, losses, damages, liabilities, expenses and costs (including reasonable legal fees) arising out of or in connection with the Client’s, its employees’, agents’ or contractors’, use of the Services and/or Documentation, provided that the Supplier notifies the Client of any such claim and provides reasonable co-operation at the Client’s expense.

11.2 Supplier IP Indemnification

Subject to clauses 11.3 to 11.5 below, the Supplier shall defend the Client against claims that the Client’s use of the Services (excluding the Output) in accordance with this Agreement infringes any United Kingdom Intellectual Property Right, and shall indemnify the Client for amounts awarded in judgment or settlement, provided that: (a) the Supplier receives prompt notice of the claim; (b) the Client makes no admission and provides reasonable co-operation at the Supplier’s expense; and (c) the Supplier has sole authority to defend or settle the claim.

11.3 In the defence or settlement of any infringement claim, the Supplier may procure the Client’s continuing right to use the Services, replace or modify the Services to make them non-infringing, or if such remedies are not reasonably available, terminate this Agreement upon immediate written notice to the Client without further liability but without excluding the Supplier’s obligations under clause 11.2 for awarded amounts.

11.4 The Supplier shall have no liability for any claim of infringement based on: (a) modification of the Services or Documentation by anyone other than the Supplier; (b) the Client’s use of the Services or Documentation in a manner contrary to the Supplier’s instructions or this Agreement; (c) the Client’s use of the Services or Documentation after notice of the alleged infringement; (d) any allegation that the Output breaches any third party Intellectual Property Rights; or (d) the Client Data.

11.5 These clauses 11.2 to 11.5 state the Client’s sole and exclusive rights and remedies, and the Supplier’s entire obligations and liability, for infringement or alleged infringement of any third party Intellectual Property Rights.

12. Limitation of Liability

12.1 Except as expressly and specifically provided in this Agreement: (a) the Client assumes sole responsibility for results obtained from the use of the Services and Documentation, and for conclusions drawn from such use; (b) the Supplier shall have no liability for any damage caused by errors or omissions in any Client Data, information, instructions or scripts provided by the Client, or any actions taken by the Supplier at the Client’s direction; and (c) all warranties, representations, conditions and all other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.

12.2 Nothing in this Agreement excludes the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which may not be excluded by law.

12.3 Subject to clauses 12.1 and 12.2, the Supplier shall have no liability for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill and/or similar losses; (d) loss or corruption of data or information; (e) wasted expenditure; or (f) any special, indirect or consequential loss, costs, damages, charges or expenses however arising.

12.4 Subject to clauses 12.1 and 12.2, the Supplier’s total aggregate liability under or in connection with this Agreement, whether arising in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, under the indemnity in clause 11.2 or otherwise, shall not exceed the greater of £100,000 (one hundred thousand pounds sterling) or the total Fees paid for Tenant Subscriptions under this Agreement.

12.5 Nothing in this Agreement excludes the liability of the Client for: (a) any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights; or (b) any negligence, wilful misconduct or breach by the Client, its employees, agents or contractors.

13. Term and Termination

13.1 Subscription Term and Renewal

This Agreement shall commence on the Effective Date and continue through any Ramp Period and the Initial Subscription Term (commencing when full subscription pricing takes effect per the Order Form). Thereafter, this Agreement shall automatically renew for successive Renewal Periods of twelve (12) months, unless:

(a) either party notifies the other of termination, in writing, at least fourteen (14) days before the end of the Ramp Period, in which case this Agreement shall terminate upon the expiry of the Ramp Period; or

(b) either party notifies the other of termination, in writing, at least sixty (60) days before the end of the Initial Subscription Term or the then-current Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable term or period; or

(c) otherwise terminated in accordance with this Agreement (including as set out in clauses 11.3 and 13.3).

The Initial Subscription Term together with any Renewal Periods shall constitute the Subscription Term.

13.2 No Early Termination

The Client may not terminate this Agreement during the Subscription Term save as provided under clause 13.1 without the prior agreement of the Supplier and subject to payment in full of all outstanding Fees for the remainder of the then-current term.

13.3 Immediate Termination

Either party may terminate this Agreement with immediate effect by written notice if the other party:

(a) fails to pay any due amount and remains in default for thirty (30) days or more after written notification reminding it that payment is due;

(b) commits an irremediable material breach, or a remediable material breach which remains unremedied fourteen (14) days after written notice requiring remedy; or

(c) is subject to an Insolvency Event.

13.4 Consequences of Termination

On termination of this Agreement for any reason:

(a) all licences granted under this Agreement terminate immediately and the Client shall immediately cease all use of the Services and Documentation;

(b) each party shall return all equipment, property, Documentation and other items (and all copies) belonging to the other party;

(c) the Client shall immediately pay to the Supplier all sums due, including any outstanding Fees;

(d) the Supplier may destroy or dispose of Client Data unless the Client requests, no later than ten (10) days post-termination, written delivery of the then-most-recent Client Data back-up. The Supplier shall use reasonable commercial endeavours to deliver such back-up within thirty (30) days of receipt of such request, provided the Client has paid all outstanding fees and charges. The Client shall pay all Supplier expenses incurred in returning or disposing of Client Data.

Accrued rights, remedies, obligations and liabilities (including the right to claim damages for any pre-termination breach) shall not be affected.

14. Subcontracting

14.1 Save as the Data Processing Agreement provides in relation to sub-processors, the Supplier may subcontract any of its obligations under this Agreement. The Supplier shall remain responsible to the Client for the performance of any subcontracted obligation.

15. Force Majeure

15.1 Neither the Supplier nor the Client shall be liable for any delay or failure in the performance of their obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond their reasonable control (Force Majeure). The time for performance of such obligations shall be extended accordingly.

15.2 The party affected by Force Majeure shall promptly notify the other party in writing, providing reasonable details of the nature and extent of the Force Majeure event and its anticipated duration.

15.3 If the period of delay or non-performance due to a Force Majeure event continues for [three] months or more, the party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the affected party.

16. Variation

16.1 The Supplier may update or amend these terms at any time; the most recent effective date shall be stated at the top of this document. Continued use of the Services following updates constitutes the Client’s acceptance of the revised terms. The Supplier shall notify the Client by email of any changes to these terms. If the Client does not accept such changes, it shall be entitled to terminate this Agreement by written notice within thirty (30) days of the Supplier’s notice, in which case this Agreement shall automatically terminate thirty (30) days after the Client’s notice to the Supplier. If the Client does not provide such written notice, it shall be deemed to have accepted such changes.

16.2 For non-material changes not affecting fundamental party rights or obligations, and which do not materially alter scope, risk allocation or financial terms (such as operational or administrative updates, or Tenant Subscription and Subscription Term number changes) requested by the Client, the parties may amend in writing (including email) without signatures. Such amendments shall be valid and binding upon the Supplier’s written acknowledgment.

16.3 All other amendments to these terms or Order Forms requested by the Client require written agreement and signature by both parties.

17. Conflict

17.1 In the event of any conflict or ambiguity between the terms of the documents comprising this Agreement, the following order of precedence shall apply and a term contained in a document higher in the list shall take precedence over one contained in a document lower in the list.:

(a) The Order Form (including any special conditions);

(b) The Terms and Conditions;

(c) The Data Processing Agreement; and

(d) The Acceptable Use Policy.

18. Dispute Resolution

18.1 Before bringing any suit, action or legal proceeding regarding any dispute under this Agreement (including disputes as to amounts due), a party must first give written notice of the dispute to the other party describing the dispute and requesting resolution under this process (“Dispute Notice”).

18.2 If the parties cannot resolve the dispute within thirty (30) calendar days of the Dispute Notice, each party shall within five (5) Business Days thereafter appoint a designated representative with sufficient settlement authority at a higher management level than the person with direct responsibility for administration of this Agreement (“Designated Representative”), and notify the other party of their name and contact details.

18.3 The Designated Representatives shall meet as often as reasonably necessary to discuss and negotiate the dispute in good faith, with all reasonable requests for relevant information being honoured.

18.4 If the parties cannot resolve the dispute within thirty (30) calendar days after appointment of both Designated Representatives, either party may pursue other available remedies.

18.5 Nothing in this clause 18 shall prevent either party from seeking emergency relief, including but not limited to injunctive relief, where necessary to protect its rights or interests under this Agreement.

19. General

19.1 Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise.

19.2 Rights and Remedies

Except as expressly provided, the rights and remedies under this Agreement are in addition to, and not exclusive of, rights and remedies provided by law.

19.3 Severability

If any provision (or part of a provision) of this Agreement becomes invalid, illegal or unenforceable, it shall be deemed deleted to the minimum extent necessary, without affecting the validity and enforceability of the rest of this Agreement. The parties shall negotiate in good faith to agree a replacement provision achieving the original commercial intent.

19.4 Entire Agreement

This Agreement (including the applicable Order Form, the Data Processing Agreement and the Acceptable Use Policy) constitutes the entire understanding between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings (whether written or oral) regarding the subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance or warranty that is not set out in this Agreement.

19.5 Assignment

The Client may not, without prior Supplier written consent, assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under this Agreement. The Supplier may at any time assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under this Agreement.

19.6 No Partnership or Agency

This Agreement does not create a partnership between the parties or authorise either party to act as the other’s agent. Neither party has authority to bind the other, make representations or assume obligations on the other’s behalf.

19.7 Third-Party Rights

This Agreement does not confer any rights on any person or party (other than the parties and their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

19.8 Anti-Bribery

Each party shall ensure that it does not, by any act or omission, place the other party in breach of any applicable laws relating to bribery or anti-corruption, and shall comply with applicable bribery laws including the Bribery Act 2010, ensuring it has adequate procedures to prevent bribery. Any breach of this clause shall be deemed a material breach that is not remediable.

19.9 Notices

Any notice required under this Agreement must be in writing and emailed, hand-delivered, or posted by pre-paid first-class recorded delivery to the other party’s address as set out in the Order Form, or such other address as may be notified. Hand-delivered notices are deemed received upon delivery. Posted notices are deemed received at the normal time of delivery. Email notices are deemed received at the time of transmission.

19.10 Governing Law

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

19.11 Jurisdiction

Subject to clause 18, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Northern Tech Hub Ltd

Registered address: Ground Floor, Radley House, Richardshaw Road, Leeds, LS28 6LE

Company Number: 16428857

Contact: notices@northerntechhub.com