Terms and Conditions

1.1The following definitions shall apply in this Agreement:

Agreement: these platform terms and conditions together with the applicable Order Form.

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 entering into 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 10.5 and 10.6.

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.

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 5.30 pm local UK time on each Business Day.

Order Form: the document agreed in writing between the parties which specifies the Service SKU(s), User 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.

Ramp Period: any period 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 described in the Order Form) with its own pricing, usage limits and features.

Services: the applicable User Subscriptions, support services, Software and Documentation provided under this Agreement.

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

Subscription Fees: the fees payable per the Order Form for User Subscriptions, plus any additional subscriptions purchased under clause 3.

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

Support Services: technical support ensuring the Services materially conform to the Documentation, together with updates, bug fixes, patches, corrections, minor and major releases, workarounds and modifications enhancing existing performance; excluding new products or modules requiring separate fees.

User Subscriptions: the applicable user 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.

1.2In this Agreement:

1.2.1headings do not affect interpretation;

1.2.2a 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;

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

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

1.2.5writing or written includes email;

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

1.2.7clause references refer to clauses of this Agreement.

2.1Licence Grant

Subject to payment in accordance with clause 8 and 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 and scope specified in the Order Form.

2.2Client Undertakings

The Client undertakes that:

(a)the maximum number of User Subscriptions using the Services shall not exceed the number set out in the Order Form or as otherwise agreed in writing;

(b)the Client is responsible for managing User Subscriptions, controlling access and preventing password sharing; and

(c)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.

2.3Acceptable Use

The Client shall not access, store, distribute, introduce or permit the introduction of any Viruses or Vulnerabilities into the Supplier's network or systems, or transmit any material during the course of its use of the Services that:

(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)facilitates illegal activity;

(c)depicts sexually explicit images;

(d)promotes unlawful violence;

(e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f)is otherwise illegal or causes damage or injury to any person or property.

The Supplier may disable the Client's access to any such material without notice or liability.

2.4Restrictions on Use

The Client shall not:

(a)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;

(b)access the Services or Documentation to build a competing product or service;

(c)provide the Services or Documentation to third parties;

(d)license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Services or Documentation available to any third party;

(e)attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation outside the terms of this Agreement.

2.5Unauthorised 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.

2.6Rights Limitation

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

2.7SKU-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.

3.1The Client may request additional User Subscriptions or Service SKUs 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 User Subscription changes and associated Fees.

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

3.3Where the platform self-service functionality is used, applicable Subscription Fees shall be calculated pro-rata for the remainder of the current billing period and added to the next invoice.

3.4The Client shall pay fees for User Subscription utilisation exceeding the numbers set out in the Order Form, including where real-time checks (clause 3.6) or audits reveal underpayment.

3.5The Supplier has no responsibility for preventing Client overage utilisation.

3.6The Supplier may run real-time licence checks at any time to establish the Client's Service access, User Subscription, Service SKU and usage count, and to audit compliance with this Agreement. The Client permits the Supplier or a designated auditor to audit User Subscription usage and compliance with this Agreement.

3.7The Client acknowledges that User Subscriptions increased pursuant to this clause 3 cannot be decreased during the Subscription Term.

4.1The Supplier shall, during the Subscription Term, provide the Services and make the Documentation available to the Client on and subject to the terms of this Agreement and the Order Form.

4.2The 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).

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

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

5.1The 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.

5.2The Supplier shall comply with its Privacy and Security Policy as may be amended by the Supplier from time to time.

5.3The terms "controller", "processor", "data subject", "personal data", "personal data breach" and "processing" shall have the meanings given in the Data Protection Laws.

5.4Both parties shall comply with all applicable Data Protection Laws. This clause does not relieve, remove, or replace either party's obligations or rights under the Data Protection Laws.

5.5The Supplier processes Personal Data accessed through the Services as a processor on behalf of the Client in accordance with the Data Protection Laws.

5.6The Client ensures all necessary appropriate consents and notices are in place to enable lawful transfer of Client Personal Data to the Supplier for the duration and purposes of this Agreement.

5.7The Supplier shall:

(a)process Client Personal Data only in accordance with the Client's documented instructions (the provision of the Services being the Client's instruction for processing) unless required by applicable law, in which case the Supplier shall inform the Client beforehand unless prohibited on public interest grounds;

(b)implement appropriate technical and organisational measures to protect Client Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure;

(c)ensure that all personnel authorised to process Client Personal Data are bound by confidentiality obligations;

(d)notify the Client without undue delay upon becoming aware of a Client Personal Data breach;

(e)on termination, delete or return Client Personal Data and copies in accordance with the Client's written direction, unless applicable law requires continued processing.

5.8The Client provides prior general authorisation for the Supplier to appoint sub-processors for Client Personal Data processing, provided the Supplier: (a) ensures sub-processor terms comply with the Data Protection Laws and are consistent with the obligations in this clause; (b) remains responsible for sub-processor acts and omissions; and (c) informs the Client of intended sub-processor additions or replacements, giving the Client a reasonable opportunity to object.

5.9Schedule 1 specifies the scope, nature, purpose and duration of processing, the types of personal data and categories of data subject.

6.1The Client acknowledges that the Services may enable or assist it to access third-party website content, correspond with, and purchase products and services from third parties, and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed and contracts entered into by the Client with any such third party. The Supplier recommends that the Client reviews the third party's terms and conditions and privacy policy prior to use. The Supplier does not endorse or approve any third-party website or its content.

7.1The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.

7.2Clause 7.1 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. Such correction constitutes the Client's sole and exclusive remedy for any breach of clause 7.1.

7.3The 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.

7.4The 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.

7.5While 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.

7.6The Supplier is not liable for any misuse of the Services by the Client resulting in a security breach.

7.7This 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.

7.8The Supplier warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under this Agreement.

7.9The 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.

7.10The 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.

8.1The 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, agents, suppliers, third parties and subcontractors 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.

9.1The Client shall pay the Fees in accordance with this clause 9 and the Order Form.

9.2Unless the Order Form provides otherwise, the Supplier shall invoice the Client monthly in advance, including increases to User Subscriptions pursuant to clause 3.

9.3Unless the Order Form provides otherwise, the Client must pay Subscription Fees by direct debit. The Client shall provide the Supplier with valid, current and complete billing details and authorises the Supplier to charge accordingly.

9.4The Client shall pay any additional fee invoices within fourteen (14) days of receipt.

9.5The Client shall promptly provide the Supplier with complete and accurate billing and contact information and notify the Supplier of any changes.

9.6If 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.

9.7All 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, subject to clause 12.4, 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.

9.8Where 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.

9.9The Supplier may increase the Fees:

(a)annually, effective on each anniversary of the Effective Date, in line with the preceding twelve (12) month percentage increase in the Retail Prices Index;

(b)at any time in line with increases imposed by third-party suppliers in relation to the Services;

(c)at any time to reflect increases arising from foreign exchange fluctuations.

9.10In addition to clause 9.9, the Supplier may increase the Fees annually after each anniversary of the Effective Date upon ninety (90) days' written notice to the Client. If the Client does not agree with such increase, the Client may terminate the affected Order Form at the end of the then-current term upon thirty (30) days' written notice given before the increase takes effect. If the Supplier does not receive written notice from the Client within thirty (30) days of the notice of increase, the Client is deemed to have agreed to the amended Fees.

9.11If 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.

9.12If 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.

10.1Intellectual Property Ownership

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 patents, copyright, database right, trade secrets, trade names, trade marks (registered or unregistered), or other rights or licences in respect of the Services or Documentation.

10.2Licensor Authority

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.

10.3Confidentiality Obligations

Each party may access the other's Confidential Information for the purposes of performing its obligations under this Agreement. Subject to clause 10.4, 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.

10.4Permitted Disclosures

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.

10.5Supplier Confidential Information

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

10.6Client Data and Aggregated Use

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.

10.7Public Announcements

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.

10.8Survival

The provisions of this clause 10 shall survive for three (3) years following termination of this Agreement.

11.1Client Indemnification

The Client shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal fees) arising out of or in connection with the Client's, or 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.

11.2Supplier IP Indemnification

The Supplier shall defend the Client against claims that the Client's use of the Services and/or Documentation in accordance with this Agreement infringes any United Kingdom patent, copyright, trade mark, database right or right of confidence, 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.

11.3Defence Remedies

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 two (2) Business Days' notice to the Client without additional liability.

11.4IP Indemnification Exceptions

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; or (d) the Client Data.

11.5Exclusive IP Remedy

This clause 11 states 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.

12.1Except 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; (c) all warranties, representations, conditions and all other terms implied by statute or common law are, to the fullest extent permitted by law, excluded; and (d) the Services and Documentation are provided on an "as is" basis.

12.2Nothing 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.

12.3Subject 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.

12.4Subject to clauses 12.1 and 12.2, the Supplier's total aggregate liability in any twelve (12) month period (contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise) arising from the performance or contemplated performance of this Agreement shall be limited to the total Fees paid for User Subscriptions in that twelve (12) month period. Each twelve (12) month period shall be measured retrospectively from the date of the first claim.

12.5Nothing 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.

13.1Subscription 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 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

(b)otherwise terminated in accordance with this Agreement.

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

13.2No Early Termination

The Client may not terminate this Agreement during the Subscription Term save as provided under clause 13.1(a) 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.

13.3Immediate Termination

Either party may terminate 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 thirty (30) days after written notice requiring remedy; or

(c)is subject to an Insolvency Event.

13.4Change of Control

The Supplier may terminate this Agreement on thirty (30) Business Days' written notice where the Client has been subject to a Change of Control.

13.5Loss of Authority

The Supplier may terminate this Agreement on written notice with immediate effect in the event the Supplier ceases to have the right or authority to provide the Services and/or Documentation.

13.6Consequences 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.

14.1Save as clause 5 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.

15.1The Supplier shall have no liability under this Agreement if prevented from or delayed in performing its obligations by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs, industrial disputes, utility or transport or telecommunications or network failures, acts of God, pandemics, epidemics, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, fire, flood, storms, or supplier or subcontractor default, provided that the Client is notified of the event and its expected duration.

15.2If the force majeure event continues for four (4) weeks or more, the unaffected party may terminate this Agreement by giving fourteen (14) days' written notice.

16.1Each party shall conduct all dealings under this Agreement in a professional and respectful manner, fostering working environments free from harassment, discrimination, bullying, offensive or inappropriate behaviour of any kind, including sexual conduct.

16.2The parties shall comply with all applicable equality, diversity and harassment-prevention laws, including the Worker Protection (Amendment of Equality Act 2010) Act 2023.

16.3Neither party nor its employees, contractors, agents or representatives shall engage in unwanted conduct which violates any individual's dignity or creates an intimidating, hostile, degrading, humiliating or offensive environment.

16.4If either party reasonably believes that an individual associated with the other party has breached this clause, the affected party may request appropriate remedial action or, if necessary, restrict or suspend that individual's involvement in the Services, provided that such action is proportionate and promptly communicated.

16.5Nothing in this clause prevents any individual from reporting or discussing harassment or discrimination with law enforcement, regulators or appropriate authorities, or limits either party's ability to take any further action available to it at law.

17.1The 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 material changes. If the Client does not object in writing within thirty (30) days of notice, the Client shall be deemed to have accepted such changes.

17.2For 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 User 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.

17.3All other amendments to these terms or Order Forms requested by the Client require written agreement and signature by both parties.

18.1If the provisions of these terms conflict with the provisions of an Order Form, the Order Form shall prevail to the extent of the conflict.

18.2The Order Form specifies the purchased Service SKU(s), applicable usage limits and Fees.

19.1Before 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").

19.2If 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.

19.3The 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.

19.4If the parties cannot resolve the dispute within thirty (30) calendar days after appointment of both Designated Representatives, either party may pursue other available remedies.

20.1Waiver

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.

20.2Rights 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.

20.3Severability

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.

20.4Entire Agreement

This Agreement and the applicable Order Form constitute the entire understanding between the parties and supersede 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.

20.5Assignment

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.

20.6No 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.

20.7Third-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.

20.8Anti-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.

20.9Notices

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.

20.10Governing 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.

20.11Jurisdiction

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.

DETAILS OF PERSONAL DATA PROCESSING

Northern Tech Hub Ltd

Ground Floor, Radley House, Richardshaw Road, Leeds, LS28 6LE

Company Number: 16428857

Contact: notices@northerntechhub.com