Terms of Service

Supplier under a Statement of Work, including services that are incidental or ancillary to the

Works.

1.2. Clause, Schedule and paragraph headings shall not affect the interpretation of this

agreement.

1.3. A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality).

1.4. The Schedules form part of this agreement and shall have effect as if set out in full in the body

of this agreement. Any reference to this agreement includes the Schedules.

1.5. A reference to a company shall include any company, corporation or other body corporate,

wherever and however incorporated or established.

1.6. Unless the context otherwise requires, words in the singular shall include the plural and in the

plural shall include the singular.

1.7. Unless the context otherwise requires, a reference to one gender shall include a reference to

the other gender.

1.8. This agreement shall be binding on, and enure to the benefit of, the parties to this agreement

and their respective personal representatives, successors and permitted assigns, and

references to any party shall include that party's personal representatives, successors and

permitted assigns.

1.9. Unless expressly provided otherwise in this agreement, a reference to legislation or a

legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.10. Unless expressly provided otherwise in this agreement, a reference to legislation or a

legislative provision shall include all subordinate legislation made from time to time under that

legislation or legislative provision.

1.11. A reference to writing or written includes email.

1.12. Any obligation on a party not to do something includes an obligation not to allow that thing to

be done.

1.13. A reference to this agreement or to any other agreement or document is a reference to this

agreement or such other agreement or document, in each case as varied or novated from

time to time.

1.14. References to clauses and Schedules are to the clauses and Schedules of this agreement

and references to paragraphs are to paragraphs of the relevant Schedule.

1.15. Any words following the terms including, include, in particular, for example or any similar

expression shall be construed as illustrative and shall not limit the sense of the words,

description, definition, phrase or term preceding those terms.

2. COMMENCEMENT AND DURATION

2.1. This agreement starts when all parties sign it. It lasts four weeks or a period agreed in a

Statement of Work (Initial Term) unless ended as per clause 14 (Termination). Without 24-hour

prior written notice within the Initial Term, it renews for 12-month periods (Extended Term).

Either party can end the agreement at the close of an Extended Term by giving one month's

written notice before that term ends.

2.2. Each Statement of Work is effective from the Effective Date and remains so until the later of:

(i) its specified completion date (if stated), (ii) the end of the term (or renewal term) for the

Works as outlined in the Statement, or (iii) the date all Works and/or Deliverables are

provided, subject to earlier extension or termination per clause 7 (Change control).

2.3. The Customer may procure any of the Available Services by agreeing a Statement of Work

with the Supplier pursuant to clause 3 (Statements of Work).

2.4. The Supplier shall provide the Works from the date specified in the relevant Statement of

Work.

3. STATEMENTS OF WORK

3.1. Each Statement of Work shall be agreed in the following manner:

3.1.1. the Customer shall ask the Supplier to provide any or all of the Available Services and

provide the Supplier with as much information as the Supplier reasonably requests in

order to prepare a draft Statement of Work for the Available Services requested;

3.1.2. following receipt of the information requested from the Customer the Supplier shall,

as soon as reasonably practicable either:

3.1.2.1. inform the Customer that it declines to provide the requested Available

Services; or

3.1.2.2. provide the Customer with a draft Statement of Work.

3.1.3. if the Supplier provides the Customer with a draft Statement of Work pursuant to

clause 3.1.2.2, the Supplier and the Customer shall discuss and agree that draft

Statement of Work; and

3.1.4. both parties shall sign the draft Statement of Work when it is agreed.

3.2. Each Statement of Work shall become binding when executed or agreed to by all parties

thereto and shall be effective as of the Effective Date. If no Effective Date is stated on a

Statement of Work, such Statement of Work shall be deemed to have taken effect on the date

the Works and/or Deliverables were first provided to the Customer.

3.3. Unless otherwise agreed, the SoW Charges shall be calculated in accordance with the

Reference Charges.

3.4. Once a Statement of Work has been agreed and signed in accordance with clause 3.1.4, no

amendment shall be made to it except in accordance with clause 7 (Change control) or

clause 18 (Variation).

3.5. Each Statement of Work shall be part of this agreement and shall not form a separate contract

to it.

43.6. Each of the parties warrants that it has, and will maintain throughout the duration of this

agreement, all rights and authority required to enter into this agreement and each Statement

of Work issued hereunder.

4. SUPPLIER'S RESPONSIBILITIES

4.1. The Supplier will endeavor to manage, complete, and/or provide the Works, and deliver the

Deliverables to the Customer, considering personnel availability, necessary supplies, facilities,

and other client commitments, per a Statement of Work. If Deliverables and/or Works include

SaaS Services, the SaaS Special Conditions will apply to their provision and will supersede

this clause 4 (Supplier’s responsibilities).

4.2. Notwithstanding clause 7 (Change control), the Supplier may, acting reasonably and for

operational reasons, make changes and additions to the Works and/or Deliverables, as long

as these do not significantly negatively impact them and are in compliance with Applicable

Laws or other reasons.

4.3. The Supplier shall use reasonable endeavours to observe all health and safety and security

requirements that apply at the Customer's premises and that have been communicated to it

under clause 5.1.5, provided that it shall not be liable under this agreement if, as a result of

such observation, it is in breach of any of its obligations under this agreement.

4.4. If the Customer’s personnel or employees require training in order to properly benefit from the

Works and/or utilise the Deliverables, the Supplier will provide on-site training for all users

designated by the Customer at times and locations agreed to by the parties and at such

charges as may be agreed from time to time in a Statement of Work.

5. CUSTOMER'S OBLIGATIONS

5.1. The Customer shall:

5.1.1. co-operate with the Supplier in all matters relating to the Works;

5.1.2. appoint a manager in respect of the Works to be performed under each Statement of

Work, such person as identified in the Statement of Work. That person shall have

authority to contractually bind the Customer on all matters relating to the relevant

Works (including by signing Change Orders);

5.1.3. provide, for the Supplier, its agents, subcontractors, consultants and employees, in a

timely manner and at no charge, access to the Customer's premises, office

accommodation, data and other facilities as reasonably required by the Supplier

including any such access as is specified in a Statement of Work;

5.1.4. provide to the Supplier in a timely manner all documents, information, items and

materials in any form (whether owned by the Customer or a third party) required

under a Statement of Work or otherwise reasonably required by the Supplier in

connection with the Works and ensure that they are accurate and complete in all

material respects;

5.1.5. inform the Supplier of all health and safety and security requirements that apply at the

Customer's premises and shall maintain insurance in respect of persons working on

its premises as required by law. If the Customer wishes to make a change to those

requirements which will materially affect the provision of the Works, it can only do so

via the change control procedure set out in clause 7 (Change control);

5.1.6. ensure that all the Customer's Equipment is in good working order and suitable for the

purposes for which it is used in relation to the Works and conforms to all relevant

United Kingdom standards or requirements or any other standards as may be

required by Applicable Laws from time to time;

5.1.7. obtain and maintain all necessary licences and consents and comply with all relevant

legislation as required to enable the Supplier to provide the Works, the use of all

5Customer Materials and the use of the Customer's Equipment, in all cases before the

date on which the Works are to start;

5.1.8. without prejudice to the generality of clause 5.1.7, ensure that there is a legitimate

licence for every copy of a software programme in use by the Customer that has not

been provided by the Supplier, and that such licences permit use by the Supplier as

required to perform the Works and comply with such licence terms and conditions and

providing a copy of such licence to the Supplier and safely storing all disks, manuals,

hard copy licence agreements and/or documentation relating to such software;

5.1.9. comply with any additional responsibilities of the Customer as set out in the relevant

Statement of Work; and

5.1.10. promptly notify the Supplier if it becomes aware of any unauthorised use of all or part

of the Works or the Deliverables.

5.2. The Customer shall be responsible for its compliance with all Applicable Laws in respect of the

procurement and use of the Works and Deliverables under this agreement and each relevant

Statement of Work.

5.3. If the Supplier's performance of its obligations under this agreement is prevented or delayed

by any act or omission of the Customer, its agents, subcontractors, consultants or employees

then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed

an extension of time to perform its obligations equal to the delay caused by the Customer.

5.4. If and to the extent any of the Deliverables and/or Works amount to SaaS Services, the SaaS

Special Conditions shall also apply to the Customer’s access and use of such SaaS Services

and shall take precedence over this clause 5 (Customer’s responsibilities).

6. NON-SOLICITATION AND EMPLOYMENT

6.1. The Customer shall not, without the prior written consent of the Supplier, at any time from the

date on which any Works commence to the expiry of twelve (12) months after the completion

of such Works, solicit or entice away from the Supplier or employ or attempt to employ any

person who is, or has been, engaged as an employee, consultant or subcontractor of the

Supplier in the provision of such Works.

6.2. Any consent given by the Supplier in accordance with clause 6.1 shall be subject to the

Customer paying to the Supplier a sum equivalent to 20% of the then current annual

remuneration of the Supplier's employee, consultant or subcontractor or, if higher, 20% of the

annual remuneration to be paid by the Customer to that employee, consultant or

subcontractor.

7. CHANGE CONTROL

7.1. Either party may propose changes to the scope or execution of the Works but no proposed

changes shall come into effect until a relevant Change Order has been signed by both

parties. A Change Order shall be a document setting out the proposed changes and the effect

that those changes will have on:

7.1.1. the Works;

7.1.2. the SoW Charges;

7.1.3. the timetable for the Works; and

7.1.4. any of the other terms of the relevant Statement of Work.

7.2. If the Supplier wishes to make a change to the Works it shall provide a draft Change Order to

the Customer.

7.3. If the Customer wishes to make a change to the Works:

67.3.1. it shall notify the Supplier and provide as much detail as the Supplier reasonably

requires of the proposed changes, including the timing of the proposed change; and

7.3.2. the Supplier shall, as soon as reasonably practicable after receiving the information at

clause 7.3.1, provide a draft Change Order to the Customer.

7.4. If the parties:

7.4.1. agree to a Change Order, they shall sign it and that Change Order shall amend the

relevant Statement of Work; or

7.4.2. are unable to agree a Change Order, either party may require the disagreement to be

dealt with in accordance with the dispute resolution procedure in clause 28 (Multi-

tiered dispute resolution procedure).

8. CHARGES AND PAYMENT

8.1. In consideration of the provision of the Works by the Supplier, the Customer shall pay the

SoW Charges to the Supplier (or such person firm or company as the Supplier may direct in

writing).

8.2. Unless otherwise expressly set out to the contrary in the applicable Statement of Work, SoW

Charges exclude the following, which shall be payable by the Customer monthly in arrears,

following submission of an appropriate invoice:

8.2.1. the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably

incurred by the individuals whom the Supplier engages in connection with the Works;

and

8.2.2. the cost to the Supplier of any materials or services procured by the Supplier from

third parties for the provision of the Works, as such items and their cost are set out in

the Statement of Work.

8.3. The Supplier reserves the right to invoice the Customer in advance in respect of all fees

payable as disbursements to third parties such as hardware or software vendors. In such

cases, all monies paid by the Customer shall be held on account by the Supplier on behalf of

the Customer.

8.4. The Supplier may increase any SoW Charges at any time on the provision of sixty (60) days

written notice to the Customer. For the avoidance of doubt, the Customer’s continued use of

the applicable Works and/or Deliverables following the expiry of such notice period shall be

deemed to be the Customer’s acceptance of the variation to such charges.

8.5. The Supplier shall invoice the Customer for the SoW Charges at the intervals specified, or on

the achievement of the Milestones indicated, in the Statement of Work. If no intervals are so

specified, the Supplier shall invoice the Customer at the beginning of each month for Works

performed during that month.

8.6. The Customer shall pay each invoice submitted to it by the Supplier within thirty (30) days of

receipt or such other payment term as is set out in the Statement of Work (as applicable) to a

bank account nominated in writing by the Supplier from time to time.

8.7. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the

Supplier any sum due under this agreement on the due date:

8.7.1. the Customer shall pay interest on the overdue sum from the due date until payment

of the overdue sum, whether before or after judgment. Interest under this clause will

accrue each day at 4% a year above the Bank of England's base rate from time to

time, but at 4% a year for any period when that base rate is below 0%; and

8.7.2. the Supplier may suspend part or all of the Works until payment has been made in

full.

78.8. All sums payable to the Supplier under this agreement:

8.8.1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any

VAT chargeable on those sums on delivery of a VAT invoice; and

8.8.2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other

than any deduction or withholding of tax as required by law).

8.9. If the Customer is required by Applicable Laws to deduct or withhold any amount from the

payment of the SoW Charges, the charges that the Customer shall pay to the Supplier shall

be increased by the amount necessary to ensure the Supplier receives an amount equal to

the fees which would have been payable had no deduction or withholding tax been required.

8.10. The acceptance of any monies by the Supplier shall not be construed as an acceptance of

such monies as the correct and full amount due and owing to the Supplier or as a waiver by

the Supplier of any claims it may have against the Customer.

8.11. In the event of a bona fide dispute regarding any invoice or other request for payment, the

Customer shall immediately notify the Supplier in writing and the parties shall attempt

promptly and in good faith to resolve any dispute regarding amounts owed.

8.12. During the term of this agreement and for two (2) years thereafter, the Customer shall keep

complete and accurate records relating to the Works and the Deliverables and the Customer's

compliance with the provisions of this agreement. Upon at least thirty (30) days prior notice,

the Customer shall permit the Supplier or its Representatives, at the Supplier's expense

(except as provided herein), to examine and copy its physical and electronic records during

the Customer's regular business hours, and the Customer shall reasonably cooperate with the

Supplier in examining such records (e.g., by providing configuration log files upon request), for

the sole purpose of and only to the extent reasonably necessary to verify the Customer's

compliance with the provisions of this agreement. If any such examination conducted by the

Supplier or its Representatives determines any material non-compliance with the provisions of

this agreement (including without limitation, shortfall in the charges), then, in addition to any

legal remedies or equitable relief that may be available to the Supplier the Customer shall be

responsible for any expenses incurred by the Supplier for any such examination. Without

prejudice to the foregoing, if shortfall in payment to the Supplier is so disclosed, the Customer

shall pay the Supplier all amounts due within thirty (30) days of Supplier's notification to the

Customer of such shortfall.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. In relation to any Deliverables amounting to SaaS Services:

9.1.1. the Supplier and its licensors shall retain ownership of all IPRs in such Deliverables,

excluding any Customer Materials; and

9.1.2. the Supplier grants the Customer such licence to access and use such Deliverables,

excluding any Customer Materials, as is set out in the SaaS Special Conditions.

9.2. In relation to any Deliverables that do not amount to SaaS Services:

9.2.1. the Supplier and its licensors shall retain ownership of all IPRs in such Deliverables,

excluding the Customer Materials;

9.2.2. the Supplier grants the Customer, or shall procure the grant to the Customer of, a fully

paid-up, worldwide, non-exclusive, royalty-free licence during the term of this

agreement to copy and use such Deliverables (excluding the Customer Materials) for

the purpose of receiving and using the Works and the Deliverables in its business;

and

9.2.3. the Customer may sub-license the rights granted in clause 9.2.2 for the purpose of

receiving and using the Works and the Deliverables in its business:

9.2.4. to its Affiliates; and

89.2.5. subject to their entering into appropriate confidentiality undertakings, to third parties

for the purpose of the Customer's receipt of services similar to the Works.

9.3. In relation to the Customer Materials, the Customer:

9.3.1. and its licensors shall retain ownership of all IPRs in the Customer Materials; and

9.3.2. grants to the Supplier a fully paid-up, non-exclusive, royalty-free, transferable licence

to copy, modify and use the Customer Materials for the term of this agreement for the

purpose of providing the Deliverables and the Works to the Customer.

9.4. The Supplier:

9.4.1. warrants that the receipt and use of the Works and the Deliverables by the Customer

and its permitted sub-licensees shall not infringe any rights of third parties to the

extent that the infringement results from copying;

9.4.2. shall, subject to clause 4.3, indemnify the Customer against all direct liabilities, costs,

expenses, damages and losses (including but not limited to loss of profit, loss of

reputation and all other reasonable professional costs and expenses) suffered or

incurred or paid by the Customer arising out of or in connection with any claim

brought against the Customer for actual or alleged infringement of a third parties

Intellectual Property Rights, to the extent that the infringement or alleged infringement

results from copying, arising out of, or in connection with, the receipt or use of the

Works and Deliverables; and

9.4.3. shall not be in breach of the warranty at clause 9.4.1, and the Customer shall have

no claim under the indemnity at clause 9.4.2 to the extent the infringement arises

from:

9.4.3.1. the use of Customer Materials in the development of, or the inclusion of

the Customer Materials in, the Works or any Deliverable;

9.4.3.2. any modification of the Works or any Deliverable, other than by or on

behalf of the Supplier; and

9.4.3.3. compliance with the Customer's specifications or instructions.

9.5. The Customer:

9.5.1. warrants that the receipt and use in the performance of this agreement by the

Supplier, its agents, subcontractors or consultants of the Customer Materials shall not

infringe the rights, including any Intellectual Property Rights, of any third party; and

9.5.2. shall indemnify the Supplier against all liabilities, costs, expenses, damages and

losses (including but not limited to any direct, indirect or consequential losses, loss of

profit, loss of reputation and all interest, penalties and legal costs (calculated on a full

indemnity basis) and all other reasonable professional costs and expenses) suffered

or incurred or paid by the Supplier arising out of or in connection with any claim

brought against the Supplier, its agents, subcontractors or consultants for actual or

alleged infringement of a third party's Intellectual Property Rights arising out of, or in

connection with, the receipt or use in the performance of this agreement of the

Customer Materials.

9.6. If either party (Indemnifying Party) is required to indemnify the other party (Indemnified

Party) under this clause 9 (Intellectual property rights), the Indemnified Party shall:

9.6.1. notify the Indemnifying Party in writing of any claim against it in respect of which it

wishes to rely on the indemnity at clause 9.4.2 or clause 9.5.2 (as applicable) (IPRs

Claim);

9.6.2. allow the Indemnifying Party, at its own cost, to conduct all negotiations and

proceedings and to settle the IPRs Claim, always provided that the Indemnifying

9Party shall obtain the Indemnified Party's prior approval of any settlement terms, such

approval not to be unreasonably withheld;

9.6.3. provide the Indemnifying Party with such reasonable assistance regarding the IPRs

Claim as is required by the Indemnifying Party, subject to reimbursement by the

Indemnifying Party of the Indemnified Party's costs so incurred; and

9.6.4. not, without prior consultation with the Indemnifying Party, make any admission

relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party

considers and defends any IPRs Claim diligently, using competent counsel and in

such a way as not to bring the reputation of the Indemnified Party into disrepute.

9.7. The Supplier shall have the right, for the duration of this agreement and for a reasonable

period thereafter, to use the Customer’s logos, names and/or trademarks on its website or

other marketing material in any format or medium, applications for funding, proposals for

services, tender documentation or for other similar purposes, either internal or public facing, in

order to advertise and promote the Available Services and its business, anywhere in the

world.

10. COMPLIANCE WITH LAWS

10.1. In performing its obligations under this agreement, the Supplier shall comply with the

Applicable Laws.

10.2. With the exception of clause 4.3, changes to the Works required as a result of changes to the

Applicable Laws shall be agreed via the change control procedure set out in clause 7

(Change control).

11. DATA PROTECTION

11.1. For the purposes of this clause 11 (Data protection), the terms controller, processor, data

subject, personal data, personal data breach and processing shall have the meaning

given to them in the UK GDPR.

11.2. Both parties will comply with all applicable requirements of the Applicable Data Protection

Laws. This clause 11 (Data protection) is in addition to, and does not relieve, remove or

replace, a party's obligations or rights under the Applicable Data Protection Laws.

11.3. The parties acknowledge that:

11.3.1. if the Supplier processes any personal data on the Customer's behalf when

performing its obligations under this agreement, the Customer is the controller and

the Supplier is the processor for the purposes of the Applicable Data Protection Laws;

11.3.2. the personal data may be transferred or stored outside the EEA or the country where

the Customer and/or its business operations are located in order to carry out the

Works and the Supplier's other obligations under this agreement; and

11.3.3. the Supplier shall use the personal data for the purposes of performing its obligations

in connection with this agreement, the Supplier’s legitimate business purposes and/or

those of any third party (including, for the avoidance of doubt, the aggregation and

conversion by the Supplier of personal data into analytical data for the Supplier’s

internal and external business purposes), and/or applicable legal and regulatory

compliance.

11.4. Without prejudice to the generality of clause 11.1, the Customer will ensure that it has all

necessary appropriate consents and notices in place to enable lawful transfer of the personal

data to the Supplier for the duration and purposes of this agreement so that the Supplier may

lawfully use, process and transfer the personal data in accordance with this agreement on the

Customer's behalf.

1011.5. Without prejudice to the generality of clause 11.1, the Supplier shall, in relation to any

personal data processed in connection with the performance by the Supplier of its obligations

under this agreement:

11.5.1. process that personal data only as required by and in accordance with the Applicable

Data Protection Laws;

11.5.2. not transfer any personal data outside of the European Economic Area and the United

Kingdom unless the following conditions are fulfilled:

11.5.2.1. the Customer or the Supplier has provided appropriate safeguards in

relation to the transfer;

11.5.2.2. the data subject has enforceable rights and effective legal remedies; and

11.5.2.3. the Supplier complies with its obligations under the Applicable Data

Protection Laws by providing an adequate level of protection to any

personal data that is transferred;

11.5.3. assist the Customer, at the Customer's cost, in responding to any request from a data

subject and in ensuring compliance with its obligations under the Applicable Data

Protection Laws with respect to security, breach notifications, impact assessments

and consultations with supervisory authorities or regulators;

11.5.4. notify the Customer without undue delay on becoming aware of a personal data

breach;

11.5.5. delete or return personal data and copies thereof to the Customer on termination of

the agreement unless required by the Applicable Data Protection Laws to store the

personal data (and for these purposes the term "delete" shall mean to put such data

beyond use); and

11.5.6. maintain complete and accurate records and information to demonstrate its

compliance with this clause 11 (Data protection).

11.6. Each party shall ensure that it has in place appropriate technical and organisational

measures, reviewed and approved by the other party, to protect against unauthorised or

unlawful processing of personal data and against accidental loss or destruction of, or damage

to, personal data, appropriate to the harm that might result from the unauthorised or unlawful

processing or accidental loss, destruction or damage and the nature of the data to be

protected, having regard to the state of technological development and the cost of

implementing any measures (those measures may include, where appropriate,

pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability

and resilience of its systems and services, ensuring that availability of and access to personal

data can be restored in a timely manner after an incident, and regularly assessing and

evaluating the effectiveness of the technical and organisational measures adopted by it).

11.7.

12. CONFIDENTIALITY

12.1. Each party may be given access to Confidential Information from the other party in order to

perform its obligations and exercise its rights under this agreement. A party's Confidential

Information shall not be deemed to include information that:

12.1.1. is or becomes publicly known other than through any act or omission of the receiving

party;

12.1.2. was in the other party's lawful possession before the disclosure;

12.1.3. is lawfully disclosed to the receiving party by a third party without restriction on

disclosure; or

1112.1.4. is independently developed by the receiving party, which independent development

can be shown by written evidence.

12.2. Subject to clause 12.5, each party shall hold the other's Confidential Information in

confidence and not make the other's Confidential Information available to any third party, or

use the other's Confidential Information for any purpose, other than the implementation of this

agreement.

12.3. The recipient may disclose the discloser's Confidential Information to its Representatives on a

need to know basis strictly for the purposes of this agreement, provided that:

12.3.1. it informs its Representatives of the nature of the Confidential Information before

disclosure of it; and

12.3.2. it procures that its Representatives shall, in relation to any Confidential Information

disclosed to them, comply with the terms of this agreement as if they were the

recipient.

12.4. Each party shall take all reasonable steps to ensure that the other's Confidential Information

to which it has access is not disclosed or distributed by its employees or agents in violation of

the terms of this agreement.

12.5. A party may disclose Confidential Information to the extent such Confidential Information is

required to be disclosed by law, by any governmental or other regulatory authority or by a

court or other authority of competent jurisdiction, provided that, to the extent it is legally

permitted to do so, it gives the other party as much notice of such disclosure as possible and,

where notice of disclosure is not prohibited and is given in accordance with this clause 12.5, it

takes into account the reasonable requests of the other party in relation to the content of such

disclosure.

12.6. The Customer acknowledges that details of the Works, and the results of any performance

tests of the Works, constitute the Supplier's Confidential Information.

12.7. The Supplier acknowledges that the Customer Data is the Confidential Information of the

Customer.

12.8. With the exception of clause 9.7, no party shall make, or permit any person to make, any

public announcement concerning this agreement without the prior written consent of the other

party (such consent not to be unreasonably withheld or delayed), except as required by law,

any governmental or regulatory authority (including, without limitation, any relevant securities

exchange), any court or other authority of competent jurisdiction.

12.9. The above provisions of this clause 12 (Confidentiality) shall survive termination of this

agreement, however arising.

13. LIMITATION OF LIABILITY

12

Type to enter text13.1. References to liability in this clause 13 (Limitation of liability) include every kind of liability

arising under or in connection with this agreement including but not limited to liability in

contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2. In no event shall the Supplier (including its sub-contractors) be liable for:

13.2.1. any defect or default arising from or caused by any unapproved changes made to the

Works and/or Deliverables or resulting from abnormal usage;

13.2.2. any unauthorised access to the Works and/or Deliverables, unless the parties have

agreed in writing (within Statement of Work or otherwise) that the Supplier is

responsible for the security of said Works and Deliverables;

13.2.3. any failure of the Deliverables which results from interference (including inappropriate

use, maintenance, development, modification, repairs or adaptation) by the Customer

or any third party not authorised by the Supplier which is not in accordance with

standard use of the Deliverables and/or Works or the Supplier's specific instructions;

or

13.2.4. any failure of the Deliverables that are due to any integration or interoperability issues

arising with any third party or Customer Equipment.

13.3. Except as expressly and specifically provided in this agreement:

13.3.1. the Customer assumes sole responsibility for results obtained from the use of the

Works and the Deliverables by the Customer, and for conclusions drawn from such

use. The Supplier shall have no liability for any damage caused by errors or

omissions in any information, instructions or scripts provided to the Supplier by the

Customer in connection with the Works, or any actions taken by the Supplier at the

Customer's direction;

13.3.2. all warranties, representations, conditions and all other terms of any kind whatsoever

implied by statute or common law are, express as otherwise provided herein, to the

fullest extent permitted by applicable law, excluded from this agreement; and

13.3.3. the Works and the Deliverables are provided to the Customer on an "as is" basis.

13.4. In the event that the Supplier fails to comply with its obligations under this agreement then it

shall be entitled to be given a reasonable opportunity to correct any errors and re-perform its

obligations and provide the Works and/or Deliverables hereunder.

13.5. Neither party may benefit from the limitations and exclusions set out in this clause in respect

of any liability arising from its deliberate default.

13.6. Nothing in this clause 13 (Limitation of liability) shall limit the Customer's payment obligations

under this agreement.

13.7. Nothing in this agreement shall limit the Customer's liability under clause 9.5.2 (IPR

indemnity).

13.8. Nothing in this agreement limits any liability which cannot legally be limited, including but not

limited to liability for:

13.8.1. death or personal injury caused by negligence;

13.8.2. fraud or fraudulent misrepresentation; and

13.8.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act

1982 (title and quiet possession).

13.9. Subject to clause 13.5 (no limitations in respect of deliberate default) and clause 13.8

(liabilities which cannot legally be limited), the Supplier's total liability to the Customer in

connection with this agreement shall not exceed the lower of twice the Charges payable under

13the Statement of Work in relation to which the claim arose, or the total charges payable during

the twelve (12) months immediately preceding the date on which the claim arose, for any one

event or series of connected events.

13.10. Subject to clause 13.5 (No limitations in respect of deliberate default), clause 13.6 (No

limitation on the customer's payment obligations) and clause 13.8 (Liabilities which cannot

legally be limited), this clause 13.10 specifies the types of losses that are excluded:

13.10.1.loss of profits;

13.10.2.loss of sales or business;

13.10.3.loss of agreements or contracts;

13.10.4.loss of anticipated savings;

13.10.5.loss of use or corruption of software, data or information (other than from breach of

data processing obligations);

13.10.6.loss of or damage to goodwill; and

13.10.7.indirect or consequential loss.

13.11. The Supplier has given commitments as to compliance of the Works with relevant

specifications in clause 4.1 (Supplier's responsibilities). In view of these commitments, any

additional terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982

are, to the fullest extent permitted by law, excluded from this agreement.

13.12. Unless the Customer notifies the Supplier that it intends to make a claim in respect of an

event within the notice period, the Supplier shall have no liability for that event. The notice

period for an event shall start on the day on which the Customer became, or ought reasonably

to have become, aware of having grounds to make a claim in respect of the event and shall

expire twenty-four (24) months from that date. The notice must be in writing and must identify

the event and the grounds for the claim in reasonable detail.

13.13. Both parties accept that the limitations and exclusions set out in this agreement are

reasonable having regard to all the circumstances.

14. TERMINATION

14.1. Without affecting any other right or remedy available to it, either party may terminate this

agreement with immediate effect by giving written notice to the other party if:

14.1.1. the other party commits a material breach of any term of this agreement and (if such

breach is remediable) fails to remedy that breach within a period of twenty-eight (28)

days after being notified in writing to do so;

14.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable

to pay its debts as they fall due or admits inability to pay its debts or (being a

company or limited liability partnership) is deemed unable to pay its debts within the

meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is

proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2)

of the IA 1986;

14.1.3. the other party commences negotiations with all or any class of its creditors with a

view to rescheduling any of its debts, or makes a proposal for or enters into any

compromise or arrangement with any of its creditors;

14.1.4. the other party applies to court for, or obtains, a moratorium under Part A1 of the IA

1986;

1414.1.5. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or

in connection with the winding up of the other party (being a company, limited liability

partnership or partnership);

14.1.6. an application is made to court, or an order is made, for the appointment of an

administrator, or a notice of intention to appoint an administrator is given or an

administrator is appointed, over the other party (being a company, partnership or

limited liability partnership);

14.1.7. the holder of a qualifying floating charge over the assets of that other party (being a

company or limited liability partnership) has become entitled to appoint or has

appointed an administrative receiver;

14.1.8. a person becomes entitled to appoint a receiver over all or any of the assets of the

other party or a receiver is appointed over all or any of the assets of the other party;

14.1.9. a creditor or encumbrancer of the other party attaches or takes possession of, or a

distress, execution, sequestration or other such process is levied or enforced on or

sued against, the whole or any part of the other party's assets and such attachment or

process is not discharged within fourteen (14) days;

14.1.10.any event occurs, or proceeding is taken, with respect to the other party in any

jurisdiction to which it is subject that has an effect equivalent or similar to any of the

events mentioned in clause 14.1.2 to clause 14.1.9 (inclusive);

14.1.11.the other party suspends or ceases, or threatens to suspend or cease, carrying on all

or a substantial part of its business; or

14.1.12.the other party's financial position deteriorates so far as to reasonably justify the

opinion that its ability to give effect to the terms of this agreement is in jeopardy.

14.2. For the purposes of clause 14.1.1, material breach means a breach (including an

anticipatory breach) that is serious in the widest sense of having a serious effect on the

benefit which the terminating party would otherwise derive from a substantial portion of this

agreement over any twelve-month period during the term of this agreement. In deciding

whether any breach is material no regard shall be had to whether it occurs by some accident,

mishap, mistake or misunderstanding.

14.3. Without affecting any other right or remedy available to it, the Supplier may terminate this

agreement with immediate effect by giving written notice to the Customer if:

14.3.1. the Customer fails to pay any amount due under this agreement on the due date for

payment and remains in default not less than ten (10) days after being notified in

writing to make such payment; or

14.3.2. there is a change of Control of the Customer.

15. OBLIGATIONS ON TERMINATION AND SURVIVAL

15.1. Obligations on termination

On termination of this agreement:

15.1.1. the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding

unpaid invoices and interest and, in respect of the Works supplied but for which no

invoice has been submitted, the Supplier may submit an invoice, which shall be

payable immediately on receipt;

15.1.2. the Customer shall, within a reasonable time, return all of the Supplier's Material. If

the Customer fails to do so, then the Supplier may enter the Customer's premises and

take possession of the Supplier Material. Until the Supplier's Material has been

returned or repossessed, the Customer shall be solely responsible for its safe

keeping;

1515.1.3. the Supplier may destroy or otherwise dispose of any of the Customer Data in its

possession, unless the Supplier receives, no later than ten (10) days after the

effective date of the termination of this agreement, a written request for the delivery to

the Customer of the then most recent back-up of the Customer Data. The Supplier

shall use its reasonable endeavours to deliver the back-up to the Customer within

thirty (30) days of its receipt of such a written request, provided that the Customer

has, at that time, paid all fees and charges outstanding at and resulting from

termination (whether or not due at the date of termination). The Supplier shall on

request (provided that such request is received no later than ten (10) days after the

effective date of the termination of this agreement) return any other Customer

Materials in its possession not used up in the provision of the Works; and

15.1.4. all licences granted under this agreement shall immediately terminate and the

Customer shall immediately cease all use any and all Deliverables, SaaS Services

and related Supplier Material.

15.2. Survival

15.2.1. On termination of this agreement, all existing Statements of Work shall terminate

automatically.

15.2.2. Any provision of this agreement that expressly or by implication is intended to come

into or continue in force on or after termination of this agreement shall remain in full

force and effect.

15.2.3. Termination of this agreement shall not affect any rights, remedies, obligations or

liabilities of the parties that have accrued up to the date of termination, including the

right to claim damages in respect of any breach of the agreement which existed at or

before the date of termination.

16. FORCE MAJEURE

16.1. Force Majeure Event means any circumstance not within a party's reasonable control

including, without limitation:

16.1.1. acts of God, flood, drought, earthquake or other natural disaster;

16.1.2. epidemic or pandemic;

16.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war,

armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic

relations;

16.1.4. nuclear, chemical or biological contamination or sonic boom;

16.1.5. any law or any action taken by a government or public authority, including without

limitation imposing an export or import restriction, quota or prohibition, or failing to

grant a necessary licence or consent;

16.1.6. collapse of buildings, fire, explosion or accident;

16.1.7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each

case by the party seeking to rely on this clause, or companies in the same group as

that party); and

16.1.8. interruption or failure of utility service, transport or telecommunication or internet

network.

16.2. The Supplier shall have no liability to the Customer under this agreement if it is prevented

from or delayed in performing its obligations under this agreement, or from carrying on its

business, by a Force Majeure Event, provided that the Customer is notified of such an event

and its expected duration.

1616.3. If the Force Majeure Event prevents, hinders or delays the Supplier's performance of its

obligations for a continuous period of more than four (4) weeks, the Customer may terminate

this agreement by giving four (4) weeks' written notice to the Supplier.

17. ASSIGNMENT AND OTHER DEALINGS

17.1. The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a

trust over or deal in any other manner with any of its rights and obligations under this

agreement.

17.2. The Supplier may at any time assign, mortgage, charge, delegate, declare a trust over or deal

in any other manner with any or all of its rights under this agreement.

17.3. Unless otherwise expressly set out to the contrary in the relevant Statement of Work, the

Supplier may engage any person, company or firm as its agent or sub-contractor to perform

all or any of its obligations or duties under this agreement and/or any Statement of Work.

18. VARIATION

Subject to clause 7 (Change control) and save as otherwise set out in any Statement of Work,

no variation of this agreement shall be effective unless it is in writing and signed by the parties

(or their authorised representatives).

19. WAIVER

19.1. A waiver of any right or remedy under this agreement or by law is only effective if given in

writing and shall not be deemed a waiver of any subsequent right or remedy.

19.2. A failure or delay by a party to exercise any right or remedy provided under this agreement or

by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or

restrict any further exercise of that or any other right or remedy. No single or partial exercise of

any right or remedy provided under this agreement or by law shall prevent or restrict the

further exercise of that or any other right or remedy.

20. RIGHTS AND REMEDIES

The rights and remedies provided under this agreement are in addition to, and not exclusive

of, any rights or remedies provided by law.

21. SEVERANCE

21.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and

enforceability of the rest of this agreement.

21.2. If any provision or part-provision of this agreement is deemed deleted under clause 21.1 the

parties shall negotiate in good faith to agree a replacement provision that, to the greatest

extent possible, achieves the intended commercial result of the original provision.

22. ENTIRE AGREEMENT

22.1. This agreement constitutes the entire agreement between the parties and supersedes and

extinguishes all previous agreements, promises, assurances, warranties, representations and

understandings between them, whether written or oral, relating to its subject matter.

22.2. Each party agrees that, as allowed by law, it has no remedies for any statement,

representation, assurance, or warranty not in this agreement. Each party waives claims for

misrepresentation or misstatement, whether innocent or negligent, based on any agreement

statement.

23. CONFLICT

17Other than in relation to the SaaS Special Conditions, if there is an inconsistency between any

of the provisions of this agreement and the provisions of the Schedules, the provisions of this

agreement shall prevail.

24. NO PARTNERSHIP OR AGENCY

24.1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or

joint venture between any of the parties, constitute any party the agent of another party, or

authorise any party to make or enter into any commitments for or on behalf of any other party.

24.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

25. THIRD PARTY RIGHTS

25.1. Unless it expressly states otherwise, this agreement does not give rise to any rights under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

26. NOTICES

26.1. Any notice given to a party under or in connection with this agreement shall be in writing and

shall be:

26.1.1. delivered by hand or by pre-paid first-class post or other next Business Day delivery

service at its registered office (if a company) or its principal place of business (in any

other case); or

26.1.2. sent by email to the address specified below:

26.1.2.1. for the Supplier: [INSERT RELEVANT EMAIL ADDRESS]; and

26.1.2.2. for the Customer: [INSERT RELEVANT EMAIL ADDRESS].

26.2. Any notice shall be deemed to have been received:

26.2.1. if delivered by hand, at the time the notice is left at the proper address;

26.2.2. if sent by pre-paid first-class post or other next Business Day delivery services, at

9.00am on the second Business Day after posting; or

26.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours

in the place of receipt, when business hours resume. In this clause 26.2.3, business

hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public

holiday in the place of receipt.

26.3. This clause does not apply to the service of any proceedings or any documents in any legal

action or, where applicable, any arbitration or other method of dispute resolution.

27. COUNTERPARTS

27.1. This agreement may be executed in any number of counterparts, each of which shall

constitute a duplicate original, but all the counterparts shall together constitute the one

agreement.

27.2. Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not

just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the

transmission of an executed "wet-ink" counterpart of this agreement.

27.3. No counterpart shall be effective until each party has executed and delivered at least one

counterpart.

28. MULTI-TIERED DISPUTE RESOLUTION PROCEDURE

1828.1. If a dispute arises out of or in connection with this agreement or the performance, validity or

enforceability of it (Dispute) then except as expressly provided in this agreement, the parties

shall follow the procedure set out in this clause:

28.1.1. either party must provide the other with a written Dispute Notice, detailing its nature

and specifics, along with supporting documents. Upon its receipt, the Customer's

[EMPLOYEE TITLE] and the Supplier's Managing Director will endeavor to resolve

the Dispute in good faith.

28.1.2. If the Customer's [EMPLOYEE TITLE] and the Supplier's Managing Director can't

resolve the Dispute within twenty-eight (28) days of the Dispute Notice being served,

it shall be referred to the Customer's [SENIOR OFFICER TITLE] and the Supplier's

Chief Revenue Officer for resolution in good faith.

28.1.3. if the [SENIOR OFFICER TITLE] of the Customer and the Chief Revenue Officer of

the Supplier cannot resolve the Dispute within 28 days, the parties shall seek

mediation per the CEDR Model Mediation Procedure. The mediator, unless otherwise

agreed, will be appointed by CEDR. Mediation begins by serving an ADR notice to the

other party, with a copy to CEDR, and must commence within 28 days of the ADR

notice.

No party may commence any court proceedings in relation to the whole or part of the Dispute

until it has attempted to settle the Dispute by mediation and either the mediation has

terminated or the other party has failed to participate in the mediation, provided that the right

to issue proceedings is not prejudiced by a delay.

28.2. Should the Dispute remain unresolved 28 days post ADR notice service, or if any party

refuses to engage or persist in mediation within this 28-day timeframe, or if mediation ends

within this period, the Dispute will be conclusively settled by English and Welsh courts per

clause 30 (Jurisdiction).

29. GOVERNING LAW

This agreement, along with any related non-contractual disputes or claims, is governed and

construed by English and Welsh law.

30. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales have exclusive

jurisdiction over disputes or claims (including non-contractual ones) related to this agreement,

its subject matter, or formation.

This agreement has been entered into on the date stated at the beginning of it.

1.

AVAILABLE SERVICES

MOJO-CX Platform (Listen, Act and Learn Modules)

Speech Transcription;

Natural Language Processing Services;

Predictive Modelling;

Machine Learning Services;

Next Best Action Optimisation Services;

Marketing Effectiveness Services;

Data Visualisation Services;

Customer Services via SMS;

Coaching and Performance Management Services;

Behaviour Science (Script and Messaging);

Software Development and Web Services;

Data Warehousing;

Dialler and Dialler Optimisation Services;

Online software applications;

Data transformation;

support services in relation to any of the above.

SCHEDULE 3

SAAS SPECIAL CONDITIONS

1. INTERPRETATION

1.1 The following definitions and rules of interpretation apply in this Schedule 3:

Authorised Users: those employees, agents and independent contractors of the Customer

who are authorised by the Customer to use the SaaS Services and the Supplier Material, as

further described in paragraph 2.

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

Support Services Policy: the Supplier's policy for providing support in relation to SaaS

Services as notified to the Customer from time to time.

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; prevent, impair or otherwise adversely affect access to or the operation of

any programme or data, including the reliability of any programme or data (whether by re-

arranging, altering or erasing the programme or data in whole or part or otherwise); or

adversely affect the user experience, including worms, trojan horses, viruses and other similar

things or devices.

2. USE PERMISSIONS AND RESTRICTIONS

2.1. Subject to the use restrictions set out in this paragraph 2 and the other terms and conditions

of this agreement, the Supplier:

2.1.1. hereby grants to the Customer a non-exclusive, non-transferable right, without the

right to grant sub-licences, to permit the Authorised Users to use the SaaS Services

and the Supplier Material during the continuation of this agreement solely for the

Customer's business operations and purposes; and

2.1.2. shall ensure that, during the continuation of this agreement, a sufficient number of

Authorised Users shall be entitled to use the SaaS Services and the Supplier

Material for the Customer’s business operations and purposes.

2.2. In relation to the Authorised Users, the Customer undertakes that:

2.2.1. each Authorised User shall keep a secure password for his/her use of the SaaS

Services and Supplier Material, and each Authorised User shall keep his/her

password confidential;

2.2.2. it shall maintain a written, up-to-date list of current Authorised Users and provide

such list to the Supplier within five (5) Business Days of the Supplier's written

request at any time or times;

2.2.3. it shall permit the Supplier or its authorised representatives to audit the SaaS

Services in order to establish the name and password of each Authorised User and

the Supplier's data processing facilities to audit compliance with this agreement.

Each such audit may be conducted no more than once per quarter, at the Supplier's

expense, and this right shall be exercised with reasonable prior notice, in such a

manner as not to substantially interfere with the Customer's normal conduct of

business; and

2.2.4. if any of the audits referred to in paragraph 2.2.3 reveal that any password has

been provided to any individual who is not an Authorised User, then without

prejudice to the Supplier's other rights, the Customer shall promptly disable such

passwords and the Supplier shall not issue any new passwords to any such

individual.

2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material

during the course of its use of the SaaS Services that:

2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or

racially or ethnically offensive;

2.3.2. facilitates illegal activity;

2.3.3. depicts sexually explicit images;

2.3.4. promotes unlawful violence;

2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation,

disability; or

2.3.6. is otherwise illegal or causes damage or injury to any person or property,

and the Supplier reserves the right, without liability or prejudice to its other rights to the

Customer, to disable the Customer's access to any material that breaches the

provisions of this paragraph 2.3.

2.4. The Customer shall not:

2.4.1. except as may be allowed by any applicable law which is incapable of exclusion by

agreement between the parties and except to the extent expressly permitted under

this agreement:

2.4.1.1. attempt to copy, modify, duplicate, create derivative SaaS Services from,

frame, mirror, republish, download, display, transmit, or distribute all or any

portion of the Supplier’s software and/or Supplier Material (as applicable)

in any form or media or by any means; or

2.4.1.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or

otherwise reduce to human-perceivable form all or any part of the

Supplier’s software;

2.4.1.3. access all or any part of the SaaS Services and Supplier Material in order

to build a product or service which competes with the Available Services

and/or the Supplier Material;

2.4.1.4. use the SaaS Services and Supplier Material to provide services to third

parties;

2.4.1.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or

otherwise commercially exploit, or otherwise make the SaaS Services and

Supplier Material available to any third party except the Authorised Users;

2.4.1.6. attempt to obtain, or assist third parties in obtaining, access to the SaaS

Services and/or Supplier Material, other than as provided under this

paragraph 2; or

2.4.1.7. introduce or permit the introduction of any Virus into the Supplier's network

and information systems.

2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or

use of, the SaaS Services and Supplier Material and, in the event of any such unauthorised

access or use, promptly notify the Supplier.

3. SUPPLIER OBLIGATIONS

3.1. The Supplier shall use all reasonable endeavours to make the SaaS Services available

twenty-four (24) hours a day, seven (7) days a week, except for any planned or unscheduled

emergency maintenance (for which the Supplier will provide as much prior notice as

reasonably possible).

3.2. The Supplier will, as part of the SaaS Services and at no additional cost to the Customer,

provide the Customer with the Supplier's standard customer support services during Normal

Business Hours in accordance with the Supplier's Support Services Policy in effect at the time

that the SaaS Services are provided. The Supplier may amend the Support Services Policy in

its sole but reasonable discretion from time to time.

3.3. The Supplier undertakes that the SaaS Services will be performed substantially in accordance

with the Supplier Material and with reasonable skill and care.

3.4. The undertaking at paragraph 3.3 shall not apply to the extent of any non-conformance which

is caused by use of the SaaS Services contrary to the Supplier's instructions, or modification

or alteration of the SaaS Services by any party other than the Supplier or the Supplier's duly

authorised contractors or agents. If the SaaS Services do not conform with the foregoing

undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to

correct any such non-conformance promptly, or provide the Customer with an alternative

means of accomplishing the desired performance. Such correction or substitution constitutes

the Customer's sole and exclusive remedy for any breach of the undertaking set out in

paragraph 3.3.

3.5. The Supplier does not warrant that:

3.5.1. the Customer's use of the SaaS Services will be uninterrupted or error-free; or

3.5.2. that the SaaS Services, Supplier Material and/or the information obtained by the

Customer through the SaaS Services will meet the Customer's requirements; and

3.5.3. 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 Customer acknowledges that the SaaS Services and

Supplier Material may be subject to limitations, delays and other problems inherent

in the use of such communications facilities.

3.6. 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.

3.7. The Supplier shall follow its archiving procedures for Customer Data as set out in its back-up

policy, as such document may be amended by the Supplier in its sole but reasonable

discretion from time to time. In the event of any loss or damage to Customer Data, the

Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use its

reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up

of such Customer Data maintained by the Supplier in accordance with the archiving procedure

described in its back-up policy.

3.8. The Supplier shall, in providing the SaaS Services, comply with its privacy and security policy

relating to the privacy and security of the Customer Data, as such document may be amended

from time to time by the Supplier in its sole but reasonable discretion.

4. CUSTOMER OBLIGATIONS

4.1. The Customer shall:

4.1.1. ensure that the Authorised Users use the SaaS Services and Supplier Material in

accordance with the terms and conditions of this agreement and shall be

responsible for any Authorised User's breach of this agreement;

4.1.2. ensure that its network and systems comply with the relevant specifications provided

by the Supplier from time to time; and

4.1.3. be, to the extent permitted by law and except as otherwise expressly provided in this

agreement, 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 Customer's network connections or

telecommunications links or caused by the internet.

4.2. The Customer shall own all right, title and interest in and to all of the Customer Data that is not

personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy

and quality of all such Customer Data.

4.3. The Customer hereby acknowledges and agrees that, in order for the Supplier to provide the

SaaS Services, the Supplier shall copy, exploit, process, store, transmit and otherwise use

Customer Data (whether personal or non-personal) only for the purposes of and to the extent

required for:

4.3.1. providing the SaaS Services and thereby enabling the Customer's relevant business

operations and purposes;

4.3.2. managing the contractual relationship between the parties under this agreement;

4.3.3. administering and protecting the Supplier’s business, any website address via which

the SaaS Services are provided from time to time, the SaaS Services and/or any of

the Supplier’s related products and services (including troubleshooting, data

analysis, testing, system maintenance, support, reporting and hosting of data);

4.3.4. delivering relevant website content to the Customer and/or potential clients of the

Customer and measuring or understanding the effectiveness of such content;

4.3.5. using data analytics to improve the Supplier’s business or any website address as

may be notified to the Customer from time to time via which the SaaS Services are

provided from time to time, the SaaS Services and/or any of the Supplier’s related

products and services; and

4.3.6. generating, using and sharing aggregated, anonymised data such as statistical,

customer conversation or communication data, or demographic data for any

purpose(s) relating to the Supplier’s business, or any website address as may be

notified to the Customer from time to time via which the SaaS Services are provided

from time to time, the SaaS Services and/or any of the Supplier’s related products

and services.

5. THIRD PARTY PROVIDERS

The Customer acknowledges that the SaaS Services may enable or assist it to access the

website content of, correspond with, and purchase products and services from, third parties

via third-party websites and that it does so solely at its own risk. The Supplier makes no

representation, warranty or commitment and shall have no liability or obligation whatsoever in

relation to the content or use of, or correspondence with, any such third-party website, or any

transactions completed, and any contract entered into by the Customer, with any such third

party. Any contract entered into and any transaction completed via any third-party website is

between the Customer and the relevant third party, and not the Supplier. The Supplier

recommends that the Customer refers to the third party's website terms and conditions and

privacy policy prior to using the relevant third-party website. The Supplier does not endorse or

approve any third-party website nor the content of any of the third-party website made

available via the SaaS Services.