Supplier Standard Terms and Conditions

1. Legally Binding Status

1.1 Proposal. Where SUPPLIER submits a Proposal, the intention is that, following acceptance of the Proposal by the Client, SUPPLIER shall provide, and the Parties shall agree and sign a Term Sheet.

1.2 Term Sheet. Upon signature of the Term Sheet the Agreement shall take effect and become a legally binding agreement between SUPPLIER and the Client. In the event of any inconsistency between these terms and conditions and the Term Sheet, the Term Sheet shall prevail.

1.3 Proposal in the absence of a Term Sheet. In the event that no Term Sheet is signed:

1.3.1 the Client shall accept the Proposal and agree to become bound by these terms and conditions by notice to SUPPLIER or taking possession of Deliverables or using the Services; and

1.3.2 references to the “Term Sheet” throughout these terms and conditions shall be read as references to the Proposal. In the event of any inconsistency between these terms and conditions and the Proposal these terms and conditions shall prevail.

2. Definitions

2.1 In these terms and conditions, words and expressions set out below will, unless the context otherwise requires, have the following meanings:

“Acceptance” means the acceptance by the Client of the Deliverables and/or Services, or Changes, in accordance with Clause 5;

“Affiliate” means, with respect to a Party, any corporation, firm, partnership, or other entity, which directly or indirectly owns, is owned by or is under common ownership with such Party, and any person, corporation, firm, partnership, or other entity actually controlled by, controlling, or under common control with such Party. For purposes of this definition, ownership shall mean the ownership of securities representing at least 50% of the voting power of the relevant entity on matters submitted to the equity holders of such entity generally, or otherwise having the ability to direct the affairs of such entity;

“Agreement” means the agreement between the Parties comprising these terms and conditions and the Term Sheet;

“Account Manager” means the person appointed by the Client under Clause 4.1 or SUPPLIER under Clause 3.1.4 (as may be the case) who in each case shall be a senior employee with responsibility for the delivery of, or receipt of, the Deliverables and/or Services;

“Business Day” means any day other than a Saturday, Sunday or a public holiday in the territory where Supplier has its place of business (unless otherwise agreed in writing);

“Change” means any change to the specifications of the Services and/or Deliverables (as the case may be) and the timetable for delivery or provision thereof as contained in the Term Sheet, in accordance with the Change Control Procedure;

“Change Control Procedure” has the meaning given in Clause 6.1;

“Client” means the person or persons referred to as the client in the Term Sheet, or whoever otherwise takes possession of the Deliverables or accepts the provision of the Services in accordance with Clause 1;

“Commencement Date” means the commencement date as set out in the Term Sheet or as otherwise notified by SUPPLIER;

“Confidential Information” means the existence and contents of this Agreement, the Proposal, the fact that the Parties are considering and discussing the Deliverables and/or Services and all confidential information (including, without limitation, technical or commercial expertise and data, source code, software and hardware) of the Disclosing Party and any of its Group Companies relating to the Deliverables and/or Services and the financial and business affairs of the Disclosing Party or any of its Group Companies (including, without limitation, the identity of, and any information which may identify, the customers or clients of the Disclosing Party or any of its Group Companies in each case which is disclosed directly or indirectly by or on behalf of the Disclosing Party or any of its Group Companies to the Recipient Party (whether before or after the date of this Agreement) in any form, whether written or oral, or by drawings, formulae, descriptive or other means (and communicated via any media) but Confidential Information shall not include: (a) information which is in the public domain at the time of its disclosure to the Recipient Party; (b) information which, after its disclosure to the Recipient Party, comes in to the public domain other than by reason of any such breach of this Agreement by either Party; (c) information which, the Recipient Party is able to show, was at the date of this Agreement already lawfully in its possession; (d) information which the Recipient Party shall receive from any third party on a non-confidential basis, provided that such third party is not bound by any duty of confidentiality (or non-use) in respect of such information. Confidential Information disclosed to the Recipient Party shall not be deemed to fall within one of the exceptions listed at (a) to (d) above merely because it is embraced by more general information;

“Deliverables” means the deliverables which are produced by SUPPLIER as part of the Services, as described in the Term Sheet;

“Disclosing Party” means the Party which has (or on whose behalf a third party has) disclosed its or its Group Companies’ Confidential Information;

“End Date” means the expiry date of the Agreement as set out in the Term Sheet;

“Expenses” has the meaning given in Clause 7.1;

“Fees” has the meaning given in Clause 7.1;

“Force Majeure Event” means any event or circumstances beyond the reasonable control of any Party including, without limitation, industrial or civil disputes, malicious damage (including, without limitation, damage caused by viruses or hacking) war, governmental action (other than any tax or similar impositions or increases), breakdown of plant and machinery, telecommunications, the obstruction of line of sight between microwave installations, the failure of satellite links and /or electrical supplies or generators, default of suppliers or sub-contractors, riot, fire, flood, drought or act of God;

“Graphical Outputs” means those graphics assets or concept art forming part of the Deliverables;

“Group Companies” means, in relation to a company, that company and each and any subsidiary or holding company of that company and each and any subsidiary from time to time of a holding company of that company. “Holding company” and “subsidiary” shall have the meaning given to them in section 1159 of the Companies Act 2006;

“Intellectual Property Rights” means any current or future intellectual property rights, including copyrights, trademarks, service marks, trade names, domain names, business names, rights in goodwill, rights in logos and get up, inventions, Confidential Information, trade secrets, know how (including commercial know how) design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, rights in databases, privacy rights, moral rights, and all intangible rights and privileges of a nature similar, analogous or allied or incidental to any of the above and, in every case, in any part of the World and whether or not registered, including: (a) all granted registrations and all applications for registration; (b) all renewals, reversions or extensions of any registrations or applications in respect thereof; (c) the right to sue for infringement; (d) the right to sue for passing off;

“Insolvency Event” means, in relation to a Party, it is unable to pay its debts for the purposes of section 123 Insolvency Act 1986 (or analogous legislation in any jurisdiction outside the United Kingdom) makes or proposes any voluntary arrangement or composition with its creditors or if a bankruptcy or winding up petition is presented or if it enters into liquidation whether compulsorily, or voluntarily or has a receiver, administrator or other officer appointed to manage its affairs, business and property or if it takes or suffers any similar action in consequence of debt or insolvency under the laws of any other jurisdiction, other than for the sole purpose of a scheme for a solvent amalgamation of that Party with one or more other companies or the solvent reconstruction of that Party; or that Party suspends (other than as a result of a Force Majeure Event) or ceases or threatens to cease to carry on all or a substantial part of its business;

“Licensed Technology” has the meaning given in the Software Licence;

“Parties” means the Client and SUPPLIER and “Party” shall mean either or any of them;

“Proposal” means the document (and any referred to in it) which describes the products and/or services to be provided and the terms upon which they shall be provided by SUPPLIER and any subsequent update to the same made in writing (including by email);

“Recipient Party” means the Party in receipt of Confidential Information;

“Relevant Requirements” has the meaning given in Clause 20.1.1;

“Restricted Period” has the meaning given in Clause 17.1;

“Services” means the services described in the Term Sheet;

“Software Licence” means the separate commercial agreement between the Parties under which SUPPLIER grants rights to use and access the Licensed Technology;

“SUPPLIER” means the entity specified in the Proposal or in the Term Sheet.

“Term” has the meaning given in Clause 12;

“Term Sheet” means the term sheet which sets out the Services to be provided by SUPPLIER and any subsequent updates to the same agreed in writing (including by email) or, under Clause 1.4, means the Proposal;

“Venues” means the sites or areas at which the Services are to be provided (in whole or in part) and/or the Deliverables to be delivered.

2.1 In these terms and conditions:

2.1.1 references to legislation or regulation will be construed as referring to any amendment or re-enactment of it or any part of it;

2.1.2 references to the words “include” or “including” are to be construed without limitation;

2.1.3 words importing the singular include the plural and vice versa and words importing a gender include all genders;

2.1.4 references to persons include any entity with legal standing;

2.1.5 clause headings are for ease of reference and shall not affect the interpretation or construction of this Agreement.

3. Obligations of SUPPLIER

3.1 In the provision of the Deliverables and/or the Services:

3.1.1 SUPPLIER shall only be responsible for providing the Deliverables and/or Services set out in the Term Sheet in all material respects;

3.1.2 SUPPLIER may engage independent contractors to deliver the Deliverables and/or Services;

3.1.3 it is acknowledged and agreed by the Parties that, any dates specified in the Agreement shall be estimates only and time shall not be of the essence for the performance of the Services or the supply of the Deliverables; and

3.1.4 SUPPLIER shall nominate an Account Manager who shall be the Client’s immediate point of contact.

3.2 It is acknowledged and agreed that SUPPLIER’s ability to provide the Deliverables and/or the Services in accordance with this Agreement is dependent upon the Client’s full compliance with Clauses 4.2, 4.3, 4.4, 4.5, 4.6 and 4.8. Accordingly, SUPPLIER shall not be liable for any failure on its part due to the Client’s failure to comply with Clauses 4.2, 4.3, 4.4, 4.5, 4.6 or 4.8 or for taking any action pursuant to Clause 4.7.

3.3 SUPPLIER warrants as follows:

3.3.1 the Services will be performed with due skill, care and diligence, in an efficient, competent and professional manner;

3.3.2 SUPPLIER has the requisite skills and experience required for providing the Services;

3.3.3 any person that SUPPLIER uses in order to perform the Services will be suitably skilled to perform the relevant part of the Services; and

3.3.4 SUPPLIER has all necessary powers, authority, and consents to enter into and perform its obligations under this Agreement and undertakes that it will maintain the same throughout the Term.

4. Obligations of the Client

4.1 The Client shall nominate an Account Manager who shall be SUPPLIER’s immediate point of contact.

4.2 The Client shall (and shall procure that its employees and contractors shall) exercise reasonable care and comply with SUPPLIER’s instructions in relation to the Services and/or the Deliverables.

4.3 The Client shall provide SUPPLIER, in a timely manner, with such advice, information and data as and in the form that SUPPLIER (or its contractors) may, from time to time, require in order to ensure the most effective completion, provision and delivery of the Services and/or the Deliverables.

4.4 The Client warrants that it has all necessary powers, authority, and consents to enter into and perform its obligations under this Agreement and accept delivery of and use the Deliverables and/or Services and undertakes that it will maintain the same throughout the Term.

4.5 The Client shall be responsible for and warrants the accuracy and completeness of any materials, information and/or data it provides to SUPPLIER; and shall ensure that such materials, information and/or data do not infringe any applicable laws, regulations or third party rights, including data protection laws, obligations of confidentiality and/or Intellectual Property Rights; and shall not provide any material or information which, in SUPPLIER’s reasonable opinion, is obscene, indecent, pornographic, seditious, offensive, defamatory or discriminatory, threatening or harassing, liable to incite racial hatred, menacing, blasphemous, excessively violent or profane.

4.6 The Client shall take all reasonable precautions so as not to introduce any viruses, worms, Trojans, and/or other harmful software codes to SUPPLIER (or its or its contractors’) systems or, if different, the system on which the Deliverables and/or Services are delivered.

4.7 SUPPLIER reserves the right to remove or destroy any material, information, or data which it reasonably believes contravenes Clause 4.5.

4.8 The Client shall provide SUPPLIER, its employees and contractors in a timely manner and at no charge, with access to the Venues, data and other facilities as reasonably required by SUPPLIER, its employees and contractors in order to carry out SUPPLIER’s obligations under this Agreement and shall inform SUPPLIER, its employees and contractors in writing of all health and safety rules and regulations and any security and other requirements that apply at the Venues.

4.9 The Client agrees at all times to comply with and act in accordance with applicable data protection laws. Where SUPPLIER processes personal data on behalf of the Client, the parties shall enter into SUPPLIER’s standard data processing agreement. SUPPLIER shall provide (at the Client’s cost) additional assistance and information in relation to its compliance with applicable data protection laws following the Client’s reasonable request.

5. Acceptance

5.1 The individual Services and/or Deliverables shall be tested by the Client in accordance with the acceptance criteria and timescales set out within the Term Sheet (and if no timescales are set out, within 10 days of delivery by SUPPLIER).

5.2 If issues or objections to the Services and/or Deliverables are to be raised they must be raised in writing accompanied by replicable examples of the Services and/or Deliverables materially failing to comply with the relevant acceptance criteria within 10 days of such acceptance testing (or, if earlier, the due date for such acceptance testing). If such issues or objections are raised, the Client and SUPPLIER shall agree to a new date for acceptance within a period adequate to solve the issue or objection.

5.3 If Supplier receives no objections to the Services and/or Deliverables in accordance with this Clause 6, or if the Client takes possession of the Deliverables or uses the Services in any way then the relevant Services and/or Deliverables shall be deemed as accepted by Client.

6. Changes

6.1 Unless specified in the Term Sheet, any Changes shall be agreed in writing after written notice requesting or recommending a Change is given by one Party to the other Party; provided that SUPPLIER in recommending a Change or responding to a request to make a Change, has first advised the Client of the time it is likely to take to make the Change, the likely impact of the Change and any variation to the Fee as a result of the Change, such assessment to be charged to the Client on a time and materials basis according to SUPPLIER’s standard rates for the time being applicable, details of which are available on request.

6.2 The agreement between the Parties for any Change shall constitute a variation of this Agreement. No variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each Party (being its director or a person to whom its board of directors has granted express authority to enter into or vary this Agreement).

6.3 Notwithstanding Clause 6.1, SUPPLIER may from time to time and without notice change the Services and/or the Deliverables in order to comply with any applicable law, statute or of regulation. In such circumstances, SUPPLIER shall notify the Client of any increase in the Fees and Expenses as a result of making such changes and the Client shall bear the cost thereof.

7. Fees, expenses and payment

7.1 In consideration for the provision of the Services and/or the Deliverables, the Client shall pay the fees set out in the Term Sheet (subject to any variation due to any Changes) (“Fees”) and any travel, accommodation and other expenses incurred by SUPPLIER (or its employees and contractors) in providing the Services and/or the Deliverables (“Expenses”).

7.2 The Fees and Expenses shall be invoiced according to the payment provisions set out in the Term Sheet or, if there are no payment provisions in the Term Sheet, invoices shall be raised on or after the last Business Day of each month in respect of the Deliverables/Services delivered during that month. The Client shall pay each invoice within 30 days of the invoice date. For clarity, SUPPLIER shall be entitled to invoice the Client even in the event of the absence of the received purchase order issued by the Client.

7.3 The Fees and Expenses are exclusive of any applicable value added tax (or similar tax or duty), which will be charged thereon in addition thereto.

7.4 All payments shall be made in Pounds Sterling, unless otherwise specified in the Term Sheet.

7.5 To the extent that the Client is required by law to make any deductions or withholdings from any payments due to SUPPLIER, the relevant amounts shall be grossed up so as to ensure that SUPPLIER receives an amount that it would have received but for such deduction or withholding.

7.6 If the Client shall fail to pay any amount payable to SUPPLIER within the time specified for the payment thereof, SUPPLIER shall be entitled to charge the Client interest on the overdue amount from the due date until the date of actual payment, after as well as before judgment at the rate of 4% per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis and shall be payable on demand and, if not paid, shall be compounded every 90 days from the due date. This right shall be without prejudice to SUPPLIER’s right to claim interest under any relevant legislation which it may exercise in the alternative (including the Late Payment of Commercial Debts (Interest) Act 1998).

7.7 Notwithstanding anything to the contrary specified herein, the SUPPLIER reserves the right to suspend Services immediately upon providing written notice to the Client if the Client fails to make any payment when due, as stipulated in the Agreement or relevant Term Sheet. Suspension of Services under this clause shall continue until all outstanding payments are received by the SUPPLIER, including any applicable late payment fees or interests, as specified in the Agreement. The Supplier shall not be liable for any damages, losses, or inconveniences suffered by the Client as a result of a suspension of Services exercised in accordance with this clause.

7.8 Use of SUPPLIER’s services, employees, or contractors beyond the Term or outside the scope of the Term Sheet, will be charged at SUPPLIER’s standard rates for the time being applicable, details of which are available on request.

7.9 The Client shall have no right to cancel part or all of the supply of the Services or Deliverables unless provided for in the Term Sheet.

7.10 Starting from each anniversary of the Term of the Agreement, the SUPPLIER shall be entitled to increase the Fees as set out in said Agreement by an amount equal to the percentage increase in the applicable Consumer Price Index during the previous 12 months.

8. Intellectual Property Rights

8.1 Intellectual Property Rights which belonged to SUPPLIER before the Commencement Date, which are developed by or on behalf of SUPPLIER independently of the Agreement, or which are created as a result of the performance of the Services or delivery of the Deliverables by SUPPLIER (or its employee or its contractors) shall, as between SUPPLIER and the Client, belong to and be owned by SUPPLIER and SUPPLIER shall retain full title thereto.

8.2 Graphical Outputs shall, as between the Client and SUPPLIER, belong to and be owned by the Client which shall retain full title thereto.

8.3 Licensing of the Licensed Technology shall be dealt with by the Software Licence. No licence, rights of use or access, or other interest in the Licensed Technology are granted under this Agreement. Any Deliverables operating as part of, or which constitute amendments or customisations or configurations of the Licensed Technology shall form part of the Licensed Technology and be subject to the terms of the Software Licence)

8.4 SUPPLIER grants a non-exclusive, non-transferable right, without the right to grant sub-licences for the Client to use the Deliverables (other than those already assigned under this Clause 9, or which constitute Licensed Technology) for the term of this Agreement solely for the purpose of receiving and enjoying the benefit of the Services.

8.5 The Client grants to SUPPLIER (and its contractors) from the Commencement Date to the End Date or, if earlier, the termination of this Agreement, a non-exclusive, royalty free, world-wide licence to use any relevant Intellectual Property Rights in materials provided or owned by the Clients to the extent necessary for SUPPLIER (or its contractors) to provide the Deliverables and/or Services in accordance with the Term Sheet. Unless agreed otherwise or necessary for SUPPLIER to perform the Services or provide the Deliverables, SUPPLIER shall not sub-licence such Intellectual Property Rights.

8.6 Where the Client is provided with access to third party software or services as part of the Services, the Client shall comply with (and shall not, by its act or omission, place SUPPLIER in breach of) any licence terms for such third-party software or services. SUPPLIER’s obligations and liability to the Client in relation to such software or services (including but not limited to third party hosting and open-source software) shall be limited to using its reasonable endeavors to pass on any warranties and benefits (in relation to the Client’s use of such software or services) provided by the third-party providers of such software or services. Such third party’s Intellectual Property Rights shall not be deemed to be transferred or assigned or otherwise affected by virtue of these terms and conditions or this Agreement.

8.7 In any event (in addition to any restrictions on the use of the Licensed Technology), where the Client uses or accesses any Intellectual Property Rights or materials provided or made available by SUPPLIER under or in connection with this Agreement (other than where assigned to the Client) (“Licensed IP”), the Client shall be solely and exclusively responsible for its use of the Licensed IP and shall not directly or indirectly (whether itself or by authorising any third party):

8.7.1 modify, adapt, translate, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Licensed IP, or any technology, content, data, routines, algorithms, methods, ideas, design, user interface techniques, software, materials or documentation of SUPPLIER or its third party suppliers; or create or attempt to create a substitute or similar service or product through use of or access to the Licensed IP or proprietary information related thereto;

8.7.2 interfere with the operation of the Licensed IP except as expressly and specifically authorised by SUPPLIER;

8.7.3 remove, deface, obscure, or alter any copyright notice, trademark or other proprietary rights notices affixed to, provided as or contained within any part of the Licensed IP; or

8.7.4 use, in respect to the Licensed IP and/or in relation to any advertising, marketing or promotional material, any copyright and/or trademark which shall conflict with, or negate any notices required hereunder by SUPPLIER in respect of the Licensed IP.

9. Confidentiality

9.1 Subject to Clause 9.2, the Receiving Party shall not, whether during the Term or after its expiry or termination of this Agreement, without the prior written approval of the Disclosing Party disclose to any person, other than its employees, contractors and professional advisers and its Group Companies and their employees, contractors and professional advisers and, in each case, whose obligation it is to know the same and, in each case, having entered into a confidentiality agreement covering such disclosure and use on terms similar to those expressed in this Clause 10, or, in each case make use of any Confidential Information other than, in the case of SUPPLIER, in order to provide the Deliverables or to perform the Services and in the case of the Client, in order to receive and use the Deliverables and/or the Services as envisaged in the Term Sheet.

9.2 To the extent that it is necessary for the purposes of a due diligence enquiry, SUPPLIER may disclose this Agreement to potential investors or buyers of SUPPLIER or its (or any part of its) business; provided that the potential investor or buyer has entered into a confidentiality agreement covering such disclosure and on terms similar to those expressed in this Clause 10.

9.3 The Confidential Information (and all rights therein) of the Disclosing Party shall remain the property of the Disclosing Party and the Receiving Party shall keep it secure, and it shall be returned to the Disclosing Party or at the Disclosing Party’s request destroyed (with certification by an officer of the Receiving Party that this has taken place) on demand.

9.4 The provisions of this Clause 9 shall not apply to information required to be disclosed by applicable law, regulation or court order, provided that, where possible, the Disclosing Party shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure, with which the Recipient Party must fully comply.

9.5 For the purposes of this Clause 9 the Party shall include that Party's Affiliates

10. No transfer of employees

10.1 It is understood between the Parties, that nothing in this Agreement and in the manner of the performance of the obligations and the exercise of the rights of any Party pursuant to this Agreement shall constitute a transfer or proposed transfer of the work that SUPPLIER is carrying out, or is to carry out, for the Client, or a transfer of all or part of the business or undertaking of SUPPLIER, which would, in either case, result in any law or regulation applying such that an employee of SUPPLIER shall be able to claim that he or she is entitled to be (or be deemed to be) employed by the Client.

10.2 For the purposes of this Clause 10 the Party shall include that Party's Affiliates

11. Viruses

11.1 In the event that a virus affects the Deliverables and/or Services:

11.1.1 the Party discovering the virus will immediately inform the other Party;

11.1.2 SUPPLIER shall use reasonable endeavours to mitigate the effect of the virus on the Deliverables and/or Services;

11.1.3 the Client shall assist SUPPLIER in mitigating the effect of the virus on the Deliverables and/or Services; and

11.1.4 if the virus occurs other than as a result of SUPPLIER’s breach of this Agreement, the Client shall reimburse SUPPLIER for its costs in discharging its obligations under Clause 11.1.2.

11.2 SUPPLIER shall use all reasonable endeavours to prevent any software virus or malicious software from adversely affecting the Client’s computer systems or website or any third party application or system which is integrated with such systems or website. SUPPLIER shall not be liable for any loss suffered due to a virus or malicious software.

12. Term

12.1 This Agreement will commence on the Commencement Date and will, unless terminated earlier in accordance with the provisions of this Agreement, continue in force until the End Date.

13. Termination

13.1 Either Party may terminate this Agreement immediately by giving written notice to the other if the other Party:

13.1.1 commits a material breach of its obligations under this Agreement and, in the case of a breach which is capable of remedy, fails to remedy it after being given 30 (thirty) days written notice specifying the breach and requiring it to be remedied; or

13.1.2 becomes the subject of an Insolvency Event.

14. Consequences of Termination or expiration

14.1 Upon termination or expiration of this Agreement:

14.1.1 SUPPLIER shall immediately return all the Client’s materials to the Client or as otherwise instructed by the Client;

14.1.2 the Client shall immediately return all SUPPLIER’s materials to SUPPLIER or as otherwise instructed by SUPPLIER;

14.1.3 the Client will promptly pay SUPPLIER for all sums outstanding and/or accruing up to the date of termination or expiration (including any accrued interest, if applicable); and

14.1.4 the Client shall immediately cease to use the Services and/or the Deliverables and cease to use any of SUPPLIER’s Intellectual Property Rights (subject to the Software Licence).

14.2 Termination or expiration of this Agreement will not affect the rights or liabilities of the Parties accrued prior to termination or expiration or any terms intended expressly to survive termination or expiration.

15. Limitation of liability

15.1 Subject to Clause 15.3, the following provisions of this Clause 15 set out the entire liability of SUPPLIER (including any liability for the acts or omissions of its employees, agents and contractors) to the Client hereunder whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement, including in respect of:

15.1.1 any breach of this Agreement;

15.1.2 any use made of the Services and/or the Deliverables, or resale by the Client of any of the Deliverables and/or Services; and

15.1.3 any representation, statement or tortious act or omission, including negligence arising under or in connection with this Agreement.

15.2 All representations warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

15.3 Nothing in this Agreement excludes or limits the liability of SUPPLIER for death or personal injury caused by SUPPLIER’s negligence or for fraud or fraudulent misrepresentation or for any matter which it would be illegal for SUPPLIER to exclude or attempt to exclude its liability.

15.4 Subject to Clauses 15.2 and 15.3:

15.4.1 SUPPLIER's total liability in contract, tort (including negligence), for breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Fees paid in the 12 month period immediately prior to the event giving rise to the first claim against SUPPLIER; and

15.4.2 SUPPLIER shall not be liable to the Client for:

15.4.2.1 loss of profit;

15.4.2.2 loss of business;

15.4.2.3 loss of anticipated savings;

15.4.2.4 loss of bargain;

15.4.2.5 increased costs or wasted time of the Client or any third party;

15.4.2.6 loss of or damage to goodwill or reputation;

15.4.2.7 loss of use or corruption of software, data or information (without prejudice to its obligations under Clause 12.2);

in each case whether direct, indirect or consequential, which arise out of or in connection with this Agreement;

15.4.3 SUPPLIER shall not be liable to the extent that the amount of any claim shall be recoverable by the Client under its own insurance policy.

15.4.4 SUPPLIER shall have no liability to the Client in respect of any claim made under this Agreement unless the Client has served notice of such claim within 3 months of the date the Client became aware of the circumstances giving rise to such a claim or the date the Client ought reasonably to have become aware of such circumstances.

15.4.5 SUPPLIER shall have no liability to the Client in respect of any claim made under this Agreement which is notified to SUPPLIER later than 12 months following the termination of expiry of this Agreement.

16. Force Majeure

16.1 No Party shall be liable to the other Party for its inability to perform any obligations (other than payment obligations) under this Agreement caused by a Force Majeure Event. If a Force Majeure Event occurs, then the Party affected will promptly notify the other Party of the nature of and likely duration of the Force Majeure Event and the way in which it affects its performance of this Agreement and take all reasonable steps to reduce its affect. If the Force Majeure Event continues to prevent either Party from fulfilling its obligations under this Agreement for a period of 60 (sixty) days or more, the other Party may terminate this Agreement, provided that the Force Majeure Event is continuing to prevent the Party in default from fulfilling its obligations under this Agreement at the date of termination. Unless this Agreement is terminated under this Clause 16, the Party affected by the Force Majeure Event will notify the other Party as soon as the performance of its obligations under this Agreement is no longer prevented.

17. Non-Solicitation

17.1 Neither Party shall, during the Term and for a period of one year thereafter (the “Restricted Period”) solicit employment of the employees of the other Party or in the case of the Client the employees of SUPPLIER’s Group Companies or its sub-contractors or consultants, who are or have been directly involved in the performance of this Agreement.

17.2 The Client shall not, during the Restricted Period, compete directly or indirectly with the business of SUPPLIER as carried on during the Restricted Period.

17.3 The Client shall not, during the Restricted Period, solicit or entice away from or discourage from dealing with SUPPLIER any person who was (in the year before and at any time during the Restricted Period) a customer or client of or supplier to SUPPLIER.

17.4 The Client shall not, during the Restricted Period, supply or provide similar goods or services to any person who was (in the year before and at any time during the Restricted Period) a customer or client of or supplier to SUPPLIER.

17.5 Each of the Clauses 17.1 to 17.4 (inclusive) shall be treated as separate obligations and shall be severally enforceable as such.

17.6 The Parties consider the restrictions in this Clause 17 to be reasonable but if found to be wholly or partly illegal, invalid, void, voidable or unenforceable, the provisions of Clause 22.3 shall apply.

18. Notices

18.1 Any notice hereunder must be in writing and delivered personally, sent by first class post or registered post or, if applicable, airmail, or electronic mail to the relevant Party’s Account Manager at the address set out in the Term Sheet (or such other address as either Party may notify the other at any time in accordance with the provisions of this Clause 19). A notice shall be deemed to be served, if personally delivered, at the time of delivery, if posted, two Business Days after posting or seven Business Days if posted by airmail and, if sent by electronic mail, when received in full.

19. Insurance

19.1 Each party shall effect and maintain insurance of a type and for an amount of cover sufficient to meet any potential liability of it under this Agreement and, in any event, shall be with a reputable insurance company that is suitable for each Party in the industry in which it operates and which is relevant to the relationship envisaged by this Agreement and such insurance cover shall include employees’ liability and public liability insurance cover.

20. Anti-bribery and corruption

20.1 SUPPLIER has a zero tolerance policy towards bribery of and by any of its officers, employees, agents, contractors, clients and suppliers and other persons associated with it. Accordingly, each Party shall:

20.1.1 comply with the Bribery Act 2010 as amended or superseded from time to time (the “Bribery Act”) and all other applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (“Relevant Requirements”);

20.1.2 have, and shall maintain in place throughout the Term, its own policies and procedures relating to anti-bribery and anti-corruption, including “adequate procedures” as referred to in the Bribery Act, to ensure compliance with the Relevant Requirements and will enforce them where appropriate; and

20.1.3 within 10 Business Days following a request from a Party, the other Party shall provide the requesting Party with copies of that Party’s policies and procedures described in Clause 20.1.2, and a breach of this Clause 20 shall be a material breach of this Agreement, which is incapable of remedy.

21. Indemnity

21.1 The Client shall indemnify and hold SUPPLIER harmless from and against any damages, losses, costs, claims and expenses (including legal fees) arising as a result of:

21.1.1 any action or claim brought against SUPPLIER as a consequence of the Client’s breach of this Agreement;

21.1.2 any action or claim brought against SUPPLIER as a consequence of the Client’s use of SUPPLIER’s equipment, facilities, materials and the Deliverables;

21.1.3 any action or claim brought against SUPPLIER as a consequence of the Client’s breach of a third party’s Intellectual Property Rights;

21.1.4 any action or claim brought against SUPPLIER as a consequence of the Client’s actions or omissions towards any of SUPPLIER’s employees or contractors or consultants.

22. General

22.1 SUPPLIER provides the Deliverables and/or Services only in accordance with the terms and conditions set out in this Agreement. The Client agrees that any terms and conditions it provides to SUPPLIER at any point (before or after this Agreement is entered into) will not apply to (or vary) the terms and conditions on which SUPPLIER provides the Deliverables and/or Services and that nothing SUPPLIER does or does not do will amount to an agreement by SUPPLIER to be bound by any other terms and conditions. In particular, if the Client sends a purchase order attaching terms and conditions to SUPPLIER and SUPPLIER acts on that purchase order it will not be treated as acceptance of the Client’s terms and conditions.

22.2 SUPPLIER’s group statement on Modern Slavery is available at https://www.deltatre.com/modern-slavery-statement and each party shall comply with the Modern Slavery Act 2015. SUPPLIER shall provide (at the Client’s cost) any further assistance or information relating to demonstrating its compliance with the Modern Slavery Act 2015 following the Client’s reasonable written request.

22.3 If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable or unenforceable it shall, to the extent of such illegality, invalidity, voidness, voidability or unenforceability be deemed severable and the remaining provisions of this Agreement and the remainder of such provision shall, to the fullest extent possible, continue in full force and effect.

22.4 Failure or delay by SUPPLIER in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of its rights under this Agreement. Any waiver by SUPPLIER of any breach of, or any default under, any provision of this Agreement by the Client shall not be deemed a waiver of any other provision or subsequent breach or default and shall in no way affect the other terms of this Agreement.

22.5 The Client shall not assign, transfer, charge or otherwise deal with its rights or obligations under this Agreement or attempt to do any of the foregoing without the prior written consent of SUPPLIER.

22.6 The SUPPLIER may assign its rights or otherwise transfer its rights and/or obligations under the Agreement to any person provided the Supplier gives the Client written notice of the assignment or transfer.

22.7 The Parties enter into this Agreement and acknowledge that they are each independent contractors and nothing in this Agreement shall be construed so as to make either of them or any of their employees, contractors or agents an employee, partner, joint venturer, or agent of the other and neither Party has the authority to hold itself out as such.

22.8 The Parties do not intend that any term of this Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it unless and to the extent provided for in the Term Sheet.

22.9 This Agreement constitutes the whole agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, negotiations and discussions between the Parties relating to its subject matter. The Parties acknowledge and agree that they have not entered into this Agreement in reliance on any statement or representation, whether or not made by the other Party, except in so far as the representation has been expressly set out in this Agreement.

22.10 The provisions of this Agreement which are expressly intended to survive termination will do so and will continue to be binding on the Parties without limit in point of time.

22.11 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

22.12 Subject to Clause 22.12, any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules ("Rules"), which Rules are deemed to be incorporated by reference into this Clause 22.11, and for the purpose of such arbitration:

22.12.1 the number of arbitrators shall be three.

22.12.2 the place of arbitration shall be London.

22.12.3 the language to be used in the arbitral proceedings shall be English.

22.13 Nothing in Clause 22.11 shall (i) prevent SUPPLIER from bringing proceedings against the Client in any other jurisdiction in which the Client has any business or assets, to recover a debt due under this Agreement or obtain an interim order for the purpose of preserving or protecting their Intellectual Property Rights; and (ii) restrict either Party’s freedom to exercise a right to terminate this Agreement in accordance with this Agreement or law.