VENDOR STANDARD TERMS AND CONDITIONS

These terms and conditions apply to the Agreement to the exclusion of any other terms that the Vendor seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1. DEFINITIONS

1.1 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 Deltatre of the Products 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 to perform the Services and/or supply the Products in accordance with these terms and conditions;

“Account Manager”

means the person appointed by Deltatre under Clause 3.1 or the Vendor under Clause 2.2.3 (as may be the case) who in each case shall be a senior employee with responsibility for the delivery of, or receipt of, the Products and/or Services;

“Business Day”

means any day other than a Saturday, Sunday or a public holiday in the country where Deltatre has its principal place of business;

“Change”

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

“Change Control Procedure”

has the meaning given in Clause 6.1;

“Change of Control”

occurs if a person who controls any body corporate ceases to do so or if another person acquires control of it and “control” shall, in relation to a body corporate, mean the power of a person to secure that the affairs of the body corporate are conducted in accordance with the wishes of that person either (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other body corporate or (b) as a result of any powers conferred by the articles of association or any other document regulating that or any other body corporate;

“Commencement Date”

means the commencement date as set out in the Proposal or as otherwise notified by Deltatre or (if earlier) the date of acceptance of the Purchase Order by the Vendor;

“Confidential Information”

means the existence and contents of this Agreement, the fact that the Parties are considering and discussing the Products 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 Affiliates relating to the Products and/or Services and the financial and business affairs of the Disclosing Party or any of its Affiliates (including, without limitation, the identity of, and any information which may identify, the customers or clients of the Disclosing Party or any of its Affiliates in each case which is disclosed directly or indirectly by or on behalf of the Disclosing Party or any of its Affiliates 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;

“Deltatre”

means either (i) the entity listed in the Purchase Order, or (ii) the entity otherwise communicated in writing by a representative of Deltatre;

“Disclosing Party”

means the Party which has (or on whose behalf a third party has) disclosed its or its Affiliates’ Confidential Information;

“Employment Regulations”

means Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or superseded from time to time;

“End Date”

means the expiry date of the Agreement as set out in the Proposal (or, if not specified, the date by which the Services have been completed and the Products have been provided);

“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;

“Intellectual Property Rights”

means any current or future intellectual property rights, including copyrights, trade marks, 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;

“Parties”

means the Vendor and Deltatre and “Party” shall mean either or any of them;

“Proposal”

means the document which sets out the Products and/or Services to be provided to Deltatre;

“Purchase Order”

means the official document sent by Deltatre to the Vendor to place the order of the Products and/or Services as detailed in the Proposal;

“Products”

means the products described in the Purchase Order and the Proposal;

“Recipient Party”

means the Party in receipt of Confidential Information;

“Relevant Requirements”

has the meaning given in Clause 4.1.1;

“Restricted Period”

has the meaning given in Clause 16.1;

“Services”

means the services to be provided by the Vendor as described in the Purchase Order and the Proposal;

“Vendor”

means the person or persons referred to as the Vendor in the Purchase Order;

“Term”

has the meaning given in Clause 12;

“Venues”

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

1.2 In these terms and conditions:

1.2.1 references to legislation or regulation will be construed as referring to any amendment or re-enactment of it or any part of it and include all subordinate legislation made under it from, in each case from time to time;

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

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

1.2.4 references to persons include any entity with legal standing;

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

2. OBLIGATIONS OF THE VENDOR

2.1 The Vendor shall provide the Products and/or Services in accordance with this Agreement.

2.2 In the provision of the Products and/or the Services:

2.2.1 the Vendor may not engage other parties to deliver any part of the Products and/or Services without the prior written consent of Deltatre;

2.2.2 it is acknowledged and agreed by the Parties that time shall be of the essence for the performance of the Services and the supply of the Products;

2.2.3 the Vendor shall nominate an Account Manager who shall be Deltatre’s immediate point of contact;

2.2.4 the Vendor shall co-operate with Deltatre in all matters relating to the Services and/or Products, and comply with all instruction of Deltatre; and

2.2.5 the Vendor shall notify Deltatre if it believes that any material or information which it reasonably believes contravenes Clause 3.5 and shall co-operate with Deltatre in relation to any action to be taken in respect of such material or information.

2.2 The Vendor warrants and represents as follows:

2.2.1 the Products will be provided and the Services will be performed with all due skill, care and diligence, in an efficient, competent and professional manner in accordance with the highest industry standards;

2.2.2 the Products and/or Services shall comply at all times throughout the Term with all applicable laws, statutes, regulations and codes;

2.2.3 the Vendor, its employees and any other party authorised by Deltatre pursuant to Clause 2.2.1 will have the requisite qualifications, skills and experience required to produce the relevant Products and perform the relevant part of the Services;

2.2.4 the Vendor has all necessary powers, authority and consents to enter into and perform its obligations under this Agreement (including, without limitation, to grant the rights to be granted to Deltatre hereunder free from all encumbrances and/or restrictions of whatever nature) and undertakes that it will maintain the same throughout the Term;

2.2.5 all rights licensed hereunder including all Intellectual Property Rights in the Products and/or Services can be freely granted or otherwise exploited by Deltatre in accordance with the Agreement without payment of any additional sums;

2.2.6 it has obtained from the requisite person or persons such licences or other permissions (including a waiver of any moral rights) and has made or shall make any necessary payments as may be required in order for it to use any proprietary software or third party assets which have been used in the course of the development of the Products and/or Services;

2.2.7 there are and shall be no claims, demands, liens, encumbrances or rights of any kind in or over its own assets, any relevant third party assets, the Products and/or Services (or any part thereof), resulting from its act, error or omission, which can or will impair or interfere with the rights of Deltatre under the Agreement, and that nothing contained in its own assets, any relevant third party assets, the Products and/or Services nor any use of them pursuant to this Agreement will breach any right of any third party;

2.2.8 there are no claims or proceedings pending or threatened which might adversely affect the production, delivery or exploitation of the Products and/or Services;

2.2.9 the Products and/or Services will, immediately following Acceptance by Deltatre, perform to the specification set out in the Agreement;

2.2.10 the Vendor shall take all reasonable precautions so as not to introduce any viruses, worms, Trojans and/or other harmful software codes to Deltatre (or its or its contractors’) systems;

2.2.11 provision of the Products and/or Services to Deltatre shall not cause any messages, data or images or programs which are by law obscene, profane or pornographic to appear, nor ones which contain defamatory material, or material which discloses private or personal matters concerning any person without such person’s written consent, nor cause to appear or be uploaded any message, data or images that would breach the property rights of others including unauthorised copyright text, music, images or programs, trade secrets or other confidential proprietary information or other Intellectual Property Rights;

2.2.12 it shall not, and shall procure that its sub-licensees, contractors, and all other persons engaged by it in connection with the Products and/or Services shall not bring the Products and/or Services or Deltatre into disrepute (it being acknowledged that a breach of this warranty shall be a material breach of the Agreement, incapable of remedy);

2.2.13 it shall (and shall ensure that its employees and contractors shall) comply with all health and safety rules and regulations and any other security requirements that apply at the Venues) and/or the provision of the Products and/or Services; and

2.2.14 it shall comply with all relevant laws and regulations relating to data protection, whether local, national or supranational, as may be amended from time to time. The Vendor agrees to indemnify Deltatre for all losses resulting from the Vendor’s non-compliance with the applicable data protection legislation.

3. OBLIGATIONS OF DELTATRE

3.1 Deltatre shall nominate an Account Manager who shall be the Vendor’s immediate point of contact.

3.2 Deltatre shall exercise reasonable care and comply with the Vendor’s reasonable instructions in relation to the Services and/or the Products.

3.3 Deltatre shall provide the Vendor with such information as the Vendor may, from time to time, reasonably require in order to ensure the most effective completion, provision and delivery of the Services and/or the Products.

3.4 Deltatre warrants that it 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.

3.5 Deltatre shall ensure that all 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 Deltatre’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.

3.6 Deltatre shall take all reasonable precautions so as not to introduce any viruses, worms, Trojans, and/or other harmful software codes to the Vendor’s systems.

3.7 Deltatre shall notify the Vendor if it believes that any material or information which it reasonably believes contravenes Clause 2.2.11 and shall co-operate with the Vendor in relation to any action to be taken in respect of such material or information.

3.8 When the Venue is under Deltatre control, Deltatre shall provide the Vendor, its employees and permitted contractors in a timely manner and at no charge, with access to the Venues, data and other facilities as reasonably required by the Vendor, its employees and permitted contractors in order to carry out the Vendor’s obligations under this Agreement and shall inform the Vendor, its employees and permitted contractors of all health and safety rules and regulations and any security and other requirements that apply at the Venues.

3.9 This Agreement is not exclusive to the Vendor and Deltatre shall be entitled to engage third parties to provide products and/or services that are the same or similar in nature to the Products and/or Services and nothing in this Agreement shall prevent or restrict it from doing so, provided that such other products or services do not interfere with or prevent the Vendor from providing the Products or Services or otherwise performing its obligations or exercising its rights pursuant to the Agreement.

4. ANTI-BRIBERY AND CORRUPTION

4.1 Deltatre 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:

4.1.1 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”);

4.1.2 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

4.1.3 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 4.1.2, and a breach of this Clause 4 shall be a material breach of this Agreement, which is incapable of remedy.

5. ACCEPTANCE

5.1 The Vendor shall deliver the Products and/or Services to Deltatre in accordance with the specifications and timetable or dates set out in the Proposal or otherwise agreed by the Parties.

5.2 If the Vendor fails to deliver Products and/or Services (or any part thereof) in accordance with the specifications and the timetable or date(s) set out in the Proposal or otherwise as agreed by Parties for any reason not directly and solely attributable to Deltatre then Deltatre shall (without prejudice to any other rights or remedies available to Deltatre under the Agreement or at law) be entitled to not accept the Products and/or Services and terminate the Agreement, in which case the provisions of Clause 14 shall apply. Deltatre may, at its sole discretion agree a reasonable rectification period in which the Vendor undertakes to deliver the Products and/or Services.

5.3 Deltatre shall have the right to evaluate and test all of the Products and/or Services to determine whether Acceptance can be given.

5.4 Deltatre shall notify the Vendor within 10 (ten) Business Days from delivery of a Product or commencement of the Services (or such longer period as the Parties may agree in writing), whether or not Acceptance has taken place.

5.5 If Deltatre does not accept the Product and/or the Services, it shall, as soon as is reasonably practicable and within the time period specified in Clause 5.4, notify the Vendor of the reasons why Acceptance has not taken place and may, at its sole discretion, require that the Vendor make modifications or amendments to the Products and/or Services, or undertake all work to ensure that the Products and/or Services are compliant with Deltatre’s requirements as set out in the Agreement, in which case the Vendor shall re-submit the relevant Product or Service for evaluation within a further 5 (five) Business Days at no extra cost to Deltatre.

5.6 If, after re-submission of a Product and/or Service by the Vendor in accordance with Clause 5.5, Deltatre is still not able to grant Acceptance, Deltatre shall have the discretion to either:

5.6.1 allow the Vendor to continue to modify or amend the Product or Service or otherwise correct the deficiencies within a further period as notified by Deltatre; or

5.6.2 terminate the Agreement or any part of the Agreement with immediate effect in which case the provisions of Clause 14 shall apply.

6. CHANGES

6.1 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 the Vendor in recommending a Change or responding to a request to make a Change, has first advised Deltatre 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.

6.2 The Parties hereby agree and acknowledge that if following receipt of a notice given by the Vendor in accordance with Clause 6.1 the proposed changes cannot be agreed, Deltatre shall have the option of terminating the Agreement by giving notice to the Vendor in accordance with Clause 13.3.2.

6.3 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 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).

6.4 Notwithstanding Clause 6.1, the Vendor may from time to time notify Deltatre in writing of a change to the Services and/or the Products in order to comply with any applicable law, statute or of regulation. In such circumstances, the Vendor shall bear the increased cost as a result of making such changes and the Fees and Expenses shall not be increased.

7. FEES AND PAYMENT

7.1 In consideration for the provision of the Services and/or the Products, Deltatre shall pay the fees set out in the Purchase Order (subject to any variation due to any Changes) (“Fees”).

7.2 The Fees shall be invoiced according to the payment provisions set out in the Purchase Order.

7.3 The Fees are inclusive of any and all taxes and shall include without limitation, all and any travel, accommodation and other expenses to be incurred by the Vendor in providing the Services and/or the Products which shall not be charged separately.

7.4 All payments shall be made in the currency specified in the Purchase Order.

7.5 If Deltatre shall cancel part or all of the Services and/or the Products as provided in the Purchase Order, it shall pay to the Vendor that proportion of the Fees attributable to those Services for the period up to and including the date of cancellation or the Products delivered up to and including the date of cancellation provided that Deltatre will not be liable for any such payment in the event of a breach of the agreement by the Vendor.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Intellectual Property Rights which belonged to the Vendor before the Commencement Date or are developed by or on behalf of the Vendor independently of the Agreement shall, as between Deltatre and the Vendor, belong to and be owned by the Vendor which shall retain full title thereto.

8.2 Intellectual Property Rights which belonged to Deltatre before the Commencement Date or are developed by or on behalf of Deltatre independently of the Agreement shall, as between the Vendor and Deltatre, belong to and be owned by Deltatre which shall retain full title thereto.

8.3 Intellectual Property Rights which are created as a result of the provision by the Vendor of the Services and/or Products shall belong to and be owned by Deltatre which shall retain full title thereto and the Vendor shall do all acts necessary or desirable to perfect the transfer of such rights to Deltatre.

8.4 The Vendor grants to Deltatre from the Commencement Date to the End Date or, if earlier, the termination of this Agreement, a non-exclusive, royalty free, world-wide, sub-licensable licence to use the Vendor’s relevant Intellectual Property Rights to the extent necessary for the Vendor to use the Products and/or Services as envisaged by and in accordance with the Proposal.

8.5 Deltatre grants to the Vendor 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 Deltatre ’s relevant Intellectual Property Rights to the extent necessary for the Vendor (or its contractors) to provide the Products and/or Services in accordance with the Proposal. Unless agreed otherwise, the Vendor shall not sub-licence Deltatre’s Intellectual Property Rights.

8.6 To the extent that it is lawful to do so, each Party shall sub-licence to the other Party any Intellectual Property Rights owned by a third party which are required to be sub-licensed in order for each Party to perform its obligations and exercise its rights in connection with this Agreement. 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 the Agreement between the Parties.

9. CONFIDENTIALITY

9.1 Subject to Clause 9.2, the Recipient 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 Affiliates 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 9, or, in each case make use of any Confidential Information other than, in the case of the Vendor, in order to provide the Products or to perform the Services and in the case of Deltatre, in order to receive and use the Products and/or the Services as envisaged in the Purchase Order.

9.2 To the extent that it is necessary for the purposes of a due diligence enquiry, Deltatre may disclose this Agreement to potential investors or buyers of Deltatre 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 9.

9.3 The Confidential Information (and all rights therein) of the Disclosing Party shall remain the property of the Disclosing Party and the Recipient 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 Recipient 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 No public announcement, communication or circular concerning the Agreement, the Services and/or the Products provided hereunder shall be made or dispatched by the Vendor without the prior written consent of Deltatre.

10. NO TRANSFER OF EMPLOYEES

10.1 It is acknowledged and agreed that, as between the Parties, 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 the Vendor is carrying out, or is to carry out, for Deltatre, or a transfer of all or part of the business or undertaking of the Vendor, which would, in either case, result in any law or regulation applying such that an employee of the Vendor shall be able to claim that he or she is entitled to be (or be deemed to be) employed by Deltatre.

10.2 Notwithstanding Clause 10.1, if it transpires that the Employment Regulations apply such as to transfer the employment of any person from the Vendor to Deltatre “transferring employees”) the Vendor shall indemnify Deltatre in full for and hold Deltatre harmless against all claims, costs, expenses or liabilities whatsoever and howsoever arising incurred or suffered by Deltatre including all legal expenses and other professional fees (together with any VAT thereon) in relation to:

10.2.1 the termination by Deltatre of the employment of any transferring employees following any such transfer;

10.2.2 anything done or omitted to be done by the Vendor in respect of any transferring employee; and

10.2.3 any claim made at the time by any employee of the Vendor who claims to have become an employee of or have rights against Deltatre by virtue of the Employment Regulations;

provided that such costs, claims, expenses and liabilities are not payable as a result of any act or omission of Deltatre.

11. VIRUSES

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

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

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

11.1.3 Deltatre shall assist the Vendor in mitigating the effect of the virus on the Products and/or Services.

11.2 The Vendor shall use its best endeavours to prevent any software virus or malicious software from adversely affecting Deltatre’s computer systems or website or any third party application or system which is integrated with such systems or website (Systems) and the Vendor hereby indemnifies Deltatre and holds it harmless against any loss suffered due to a virus or malicious software affecting the Systems resulting from the Vendor’s failure to provide the Products or carry out the Services with reasonable care and skill and in accordance with best industry standards.

12. TERM

12.1 This Agreement will apply starting from 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 Subject to Clause 7.5, Deltatre may cancel any of the Products and/or Services without cause on giving one month’s written notice.

13.2Either Party may terminate this Agreement immediately by giving written notice to the other if the other Party:

13.2.1 subject to Clause 5.2, 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 14 (fourteen) days written notice specifying the breach and requiring it to be remedied; or

13.2.2 becomes the subject of an Insolvency Event.

13.3 Deltatre may terminate the Agreement on written notice if:

13.3.1 Deltatre reasonably considers that its image or reputation has been, or is likely to be materially adversely affected by any act or omission by the Vendor;

13.3.2 the Vendor delivers a notice proposing a Change to which Deltatre is unable or unwilling to agree in accordance with Clause 6.2;

13.3.3 the Vendor transfers or disposes of (or threatens to transfer or dispose of) any part of its assets which in Deltatre ’s reasonably opinion, is likely to prevent or materially inhibit the Vendor’s performance of its obligations under the Agreement; or

13.3.4 there is a Change of Control of the Vendor.

13.4 If the Products and/or Services are supplied by Deltatre so that Deltatre may supply them onwards or as part of its own products and/or services to its own clients (“End Client”) and that End Client terminates its agreement for such products and/or services with Deltatre, Deltatre may terminate this Agreement, provided that (unless otherwise terminable) the date on which this Agreement shall terminate shall be no earlier than the date on which the agreement between Deltatre and the End Client terminates.

14. CONSEQUENCES OF TERMINATION OR EXPIRATION

14.1 Upon termination or expiration of this Agreement:

14.1.1 The Vendor shall immediately return all Deltatre ’s materials to Deltatre or as otherwise instructed by Deltatre; and

14.1.2 Deltatre shall immediately return all the Vendor’s materials to the Vendor or as otherwise instructed by the Vendor.

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. FORCE MAJEURE

15.1 No Party shall be liable to the other Party for its inability to perform any obligations under this Agreement caused by a Force Majeure Event. If a Force Majeure Event occurs, then the Party affected will immediately 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 effect. If the Force Majeure Event continues to prevent either Party from fulfilling its obligations under this Agreement for a period of 14 (fourteen) 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 15, 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.

16. NON-SOLICITATION

16.1 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 Vendor the employees of Deltatre ’s Affiliates, who are or have been directly involved in the receipt or onward provision of Products and/or Services pursuant to this Agreement.

16.2 The Vendor shall not, during the Restricted Period, compete directly or indirectly with the business of Deltatre or its Affiliates as carried on during the Restricted Period.

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

16.4 The Vendor shall not, without Deltatre’s prior written consent, during the Restricted Period, supply or provide goods or services (where such goods or services link or relate to or in any way interact with or build on any products or services, including software, websites, projects or platforms, provided by Deltatre, or are similar to the Products or Services provided under this Agreement) 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 Deltatre*.*

16.5 Each of the Clauses 16.1 to 16.4 (inclusive) shall be treated as separate obligations and shall be severally enforceable as such.

16.6 The Parties consider the restrictions in this Clause 16 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.

17. NOTICES

17.1 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 Proposal (or such other address as either Party may notify the other at any time in accordance with the provisions of this Clause 17). 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.

18. INSURANCE

18.1 The Vendor 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 with a reputable insurance company and of an amount that is suitable for the Vendor in the industry in which it operates and which is relevant to the relationship envisaged by this Agreement and which shall include employees’ liability and public liability insurance cover and, in any event, shall be for an amount of cover of not less than £5 million.

19. INDEMNITY

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

19.1.1 any action or claim brought against Deltatre as a consequence of the Vendor’s breach of this Agreement;

19.1.2 any action or claim brought against Deltatre as a consequence of the Vendor’s use of Deltatre’s or its Affiliates’ or its or their contractors’ equipment, facilities and materials;

19.1.3 any action or claim brought against Deltatre as a consequence of the Vendor’s breach of a third party’s Intellectual Property Rights;

19.1.4 any action or claim brought against Deltatre as a consequence of the Vendor’s actions or omissions towards any of Deltatre’s employees or contractors or consultants or those of Affiliates; and

19.1.5 any action or claim brought against Deltatre as a result of its failure to perform its obligations to its End Client to the extent to which such failure is attributable to the Vendor’s failure to perform its obligations under this Agreement.

20. IT TOOLS AND EQUIPMENT

20.1 Should Deltatre make available certain any equipment, including tools, systems, cabling or facilities (IT Tools) to the Vendor for the provision of the Product and/or Services, the Vendor shall ensure that the persons using such IT tools: (i) take care of such IT tools and manage the IT tools with due care and diligence keeping them in good condition; (ii) do not allow the usage of or access to such IT tools by any unauthorized third parties; (iii) use such IT tools exclusively for the provision of the Products and/or Services; (iv) refrain from any acts which may bypass and/or compromise the security mechanism of the IT tools, the Deltatre network, and any other security mechanism. The Vendor shall be responsible for the diligent and appropriate usage of the IT tools by the persons under its control and shall notify to Deltatre immediately, and in any case no later than 24 hours after being aware of, any circumstances which may compromise the availability, and/or the accessibility and/or the integrity (including without being limited to the cases of theft and loss) of the IT tools so that Deltatre may ascertain if a personal data breach occurred and eventually fulfil its obligation, to notify the occurred personal data breach.

20.2 The Vendor shall be responsible for the integrity and the security of its own equipment used in the performance of the Services and shall abide by the security requirements available here and all security guidelines as notified from time to time by Deltatre.

21. DATA PROTECTION

21.1 The Parties hereby acknowledge that the information exchanged between parties in connection with the execution of the Agreement, may refer to and/or include personal data – of both parties and of third parties – such personal data is to be subject to applicable data protection legislation. The Vendor shall comply with all (and shall not cause Deltatre to be in breach of any) relevant laws and regulations relating to data protection, whether local, national or supranational, - including and for the avoidance of doubt, the GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations (EC Directive) 2005 (SI 2003/2426) – and any Deltatre data protection policy (in force from time to time). The Vendor agrees to indemnify Deltatre for all losses resulting from the Vendor’s non-compliance with applicable data protection legislation or this clause. The Vendor shall also notify Deltatre without undue delay on becoming aware of any actual or suspected personal data breach or breach by the Vendor of this clause.

21.2 In connection with the performance of this Agreement, and assuming that the Vendor has fulfilled the obligations imposed by applicable laws on the processing of personal data, some personal data of the Vendor personnel may be required to establish and manage the contractual relationship and to allow the Vendor personnel to perform the activities envisaged under this Agreement. The Vendor hereby declares to have fulfilled the obligations imposed by applicable data protection law relating to the processing of personal data and undertakes to provide to its staff with the Deltatre privacy notice available here below:

21.3 Notwithstanding and without prejudice to the aforementioned, if the Vendor is required to process personal data on behalf of Deltatre as data processor, Parties will execute a Data Processing Agreement, and any breach by Vendor of such shall be deemed as a breach of the Agreement.

22. GENERAL

22.1 Deltatre may at any time set off any liability of the Vendor to Deltatre against any liability of Deltatre to the Vendor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, Deltatre may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Deltatre of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

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

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 Deltatre 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 Deltatre of any breach of, or any default under, any provision of this Agreement by the Vendor 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 Vendor 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 Deltatre.

22.6 The Parties 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 venture or agent of the other and neither Party has the authority to hold itself out as such.

22.7 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.

22.8 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 Vendor acknowledges and agrees that it has not entered into this Agreement in reliance on any statement or representation, whether or not made by Deltatre, except in so far as the representation has been expressly set out in this Agreement. The Vendor waives any and all claims it may have against Deltatre for innocent or negligent misrepresentation based upon any statement in the Agreement.

22.9 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.

22.10 In the event of any conflict between the documents referred to in this Agreement, the Purchase Order shall take precedence, followed by these terms and conditions, followed by the Proposal.

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, and the Parties submit to the exclusive jurisdiction of the courts of England and Wales, save that nothing herein shall prevent Deltatre from bringing proceedings against the Vendor in any other jurisdiction in which the Vendor has any business or assets.