Our Agreement (comprising of the Order Form and the Terms of Service) sets out the terms and conditions between the Client and Prime8 Academy Ltd which govern the Client’s access and use of our Services.

Please note that all capitalised terms in this Agreement shall have the meanings set out in Clause 1 (Definitions) of these Terms of Service, or, if applicable, in the Order Form.

Please read our Agreement carefully before proceeding – the Client’s attention is particularly drawn to the provisions of Clauses 3.9 (Disclaimer) and 12 (Limitation of Liability).

IMPORTANT: By executing the Order Form, or by clicking the ‘Accept’ button (or similar electronic acceptance method) or by otherwise using the Service, you, the Client:

(1) accept the Agreement as a legally binding contract with us and agree to be bound by its terms; and

(2) represent and warrant that the individual signing or accepting the Agreement on behalf of the Client has all necessary capacity and authority to enter into the Agreement with us on behalf of the Client as a legally binding contract in all applicable jurisdictions.

1. Definitions

1.1 The following definitions and rules of interpretation apply to the Agreement:

Agreement: the Order Form and the Terms of Service.

Affiliate: in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party from time to time.

AI Features: certain artificial-intelligence-based features, functionalities, tools or algorithms provided by the Supplier and made available to the Client as part of the Services but does not include any internal processes or outputs used solely for benchmarking, model training, or improvement purposes that are not exposed to the Client as a consumable output.

AI-Generated Content: any content generated by the Client (or the Supplier on its behalf) using an AI Feature in the Services, including any Digital Avatar Content.

Applicable Data Protection Laws: all Applicable Laws relating to the protection of personal data and the privacy of individuals, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Bespoke Project Output(s): the outputs identified in the Order Form as ‘Bespoke Project’ or ‘Consultancy Days’, ‘consultancy work’, ‘project work’ or similar, which outputs, for the avoidance of doubt may include AI-Generated Content.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Client: the legal entity identified as ‘Client’ in the Order Form (and any named Affiliate of the Client specified in such Order Form) (and “you” and “your” shall be construed accordingly).

Client Contract Manager: the Client's principal point(s) of contact for managing the Agreement on behalf of the Client, being the (or each) individual identified as such in the Order Form (if any) and any replacement individual(s) appointed under 9.3.

Client Materials: all documents, data, information, software, items and materials in any form (whether owned by the Client or a third party), which are provided by the Client to the Supplier in connection with the Services or uploaded, imported, or submitted to the Services by the Client or its Users in the course of using the Services, including the items provided pursuant to 5.1(h). The Client Materials shall not include the Deliverables.

Client Personal Data: any personal data which the Supplier processes in connection with the Agreement on behalf of the Client.

Client IPR: the Client Materials, the Deliverables (to the sole extent that ownership of the same is vested in the Client in accordance with the Agreement) and any other Intellectual Property Rights (excluding the Supplier IPR) owned by, or licensed to, the Client in connection with this Agreement.

Confidential Information: all information (however recorded or preserved) that one Party or any of its Affiliates (discloser) discloses or makes available to the other Party or any of its Affiliates (recipient) in connection with this Agreement before, on or after the Effective Date and which would be regarded as confidential by a reasonable business person. It includes any information relating to the Fees and either Party's operations, products, processes, trade secrets or know-how. It does not include information that:

1a) is or becomes generally available to the public (other than as a result of the recipient's breach);

1b) was available to the recipient on a non-confidential basis before disclosure by the discloser;

1c) was, is or becomes available to the recipient on a non-confidential basis from a person who, to the recipient's knowledge, is not bound by a confidentiality agreement with the discloser or otherwise prohibited from disclosing the information to the recipient;

1d) is developed by or for the recipient independently of the information disclosed by the discloser; or

1e) the parties agree in writing is not confidential or may be disclosed.

Content Creation Services: the content created specifically for the Client as part of the Supplier’s performance of the Services including text, images, audio, video, illustrations, interactions, designs and all other content or materials. For the avoidance of doubt, “Content Creation Services”:

(i) includes all content created by the Supplier on the Client’s behalf or, if applicable, content created by the Client using the Services;

(ii) excludes the content and materials provided by the Supplier to the Client in its performance of the Training and Development Services; and

(iii) may include AI-Generated Content.

Contract Manager: the Client Contract Manager or Supplier Contract Manager, as the case may be.

Contract Year: each 12-month period starting on the Effective Date or any anniversary of it.

Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls and controlled shall be interpreted accordingly.

Deliverables: to the extent applicable to the Services:

(a) the Content Creation Services,

(b) the AI-Generated Content,

(c) the Bespoke Project Output(s),

(d) the Training and Development Services and

(e) all other output(s) of the Services to be provided by the Supplier to the Client as specified in the Order Form including any technical support and any other documents, products, designs, software, reports, specifications, plans and other materials developed or provided by the Supplier for the Client in the performance of the Services.

Digital Avatar Content: if applicable to the Services, digital content in the form of custom avatars/ digital twins (including all video content, transcripts and translations) specifically created either (a) for the Client by the Supplier in its performance of the Services or (b) by the Client during its use of the Services, as described in the Order Form.

Effective Date: the date cited as the ‘Service Term Start’ date on the Order Form, or if such date is blank, the ‘Effective Date’ shall be the earlier of the following (as applicable):

(i) the date of the Client representative’s signature on the Order Form;

(ii) the date of the Client’s representative clicking the ‘Accept’ button (or similar electronic acceptance method); or

(iii) the date that the Client begins using the Service.

Fees: the fees payable for the Services, as described in the Order Form.

Initial Term: has the meaning given to it in clause 2.1.

Intellectual Property Rights (IPR): patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, or to claim priority from, those rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, awards, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses).

Order Form: the agreed form provided by the Supplier whereby Client agrees (as evidenced by the Client’s acceptance thereof) to purchase the Services from the Supplier as outlined therein.

Parties: collectively, the Client and the Supplier and “Party” shall be construed accordingly.

Renewal Term: has the meaning given to it in clause 2.2.

Services: those of the Supplier’s Products specified in the Order Form.

Shared Personal Data: any personal data which the Supplier receives from the Client, or otherwise collects, in connection with the performance of this Agreement and processes in the capacity of a controller.

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

Supplier: Prime8 Academy Ltd, incorporated and registered in England and Wales with registration number 16336498 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (and “we”, “us” and “our” shall be construed accordingly)

Supplier Contract Manager: the Supplier's principal point(s) of contact for managing this Agreement on behalf of the Supplier, being the (or each) individual identified as such in the Order Form or any replacement individual(s) appointed under 9.3.

Supplier Personnel: all employees, workers, agents, consultants, contractors and other representatives of the Supplier, or any of its subcontractors, who are engaged in the performance of the Agreement from time to time;

Supplier IPR: the Deliverables (to the extent that ownership of the same is not vested in the Client in accordance with this Agreement), the Supplier Materials, and any other Intellectual Property Rights (excluding the Client IPR), owned by, or licensed to, the Supplier in connection with the Agreement.

Supplier IPR Claim: has the meaning given to it in clause 8.13.

Supplier Materials: other than the Deliverables, all documents, information, items and materials in any form, Software (including all programming code in object and source code form), whether owned by (or licensed to) the Supplier, which are provided by the Supplier to the Client in connection with the Services but are:

(i) in existence prior to the Effective Date; or

(ii) created by or for the Supplier outside of the Services and which are intended to be reused across its business.

Supplier’s Products: the various products and services set out on the Supplier’s website or outlined in the Order Form.

Term: the Initial Term or, if applicable, the Renewal Term.

Terms of Service: these terms and conditions including all applicable exhibits, schedules and any addenda or amendments thereto.

Third Party Fees: fees payable by the Supplier to third parties relating to the provision of the Services which are not included in the Fees.

Third Party Materials: any materials (any artwork, copy, models, designs, graphics, content, photographs, commercial, feature film, character, music, voice over, sound recording, performance, book, painting, logo, or any other material protected by Intellectual Property Rights) which are either commissioned by the Supplier from third parties during the Term and incorporated into the Deliverables, or which have been created by a third party and which are in existence at the time it is desired to make use of them for inclusion in the Deliverables.

Training and Development Services: the provision of access to training library(ies) and delivery of training courses, programmes and other training content by the Supplier to the Client as part of its performance of the Services. For the avoidance of doubt, the content and materials provided by the Supplier during the Training and Development Services are not created exclusively for the Client and, accordingly, do not form part of the Content Creation Services under this Agreement.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

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.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability the Services and “Vulnerabilities” shall be construed accordingly.

1.2 Clause, Schedule and paragraph headings do not affect the interpretation of the Agreement.

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

1.4 If applicable, the Schedules form part of the Agreement and have effect as if set out in full in the body of the Agreement. Any reference to the Agreement includes the Schedules.

1.5 A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

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

1.7 This agreement is binding on, and endures to the benefit of, the parties to the 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.

1.8 A reference to legislation or a legislative provision:

(a) is a reference to it as amended, extended or re-enacted from time to time; and

(b) includes all subordinate legislation made from time to time under that legislation or legislative provision.

1.9 A reference to writing or written excludes fax but not email.

1.10 Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

1.11 A reference to this Agreement or to any other agreement or document is a reference to the Agreement or that other agreement or document, in each case as varied or novated from time to time.

1.12 References to clauses and, if applicable, Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.13 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

1.14 Except where such terms are expressly stated in the Order Form, all terms which the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing are hereby excluded and do not apply to the Agreement.

2. Term

2.1 Except as otherwise stated in the Order Form, this Agreement starts on the Effective Date and, unless the Agreement terminates earlier in accordance with its terms, shall continue for a period of thirty six (36) months from the Effective Date (or such other period specified in the Order Form) (the “Initial Term”).

2.2 Except as otherwise stated in the Order Form, in the event that the Agreement has not terminated prior to the end of the Initial Term, the Agreement shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”), unless:

(a) either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the Initial Term or, if applicable, the Renewal Term or

(b) the Agreement is terminated in accordance with its provisions.

2.3 Unless otherwise stated in the Order Form, any discount(s) provided to Client are applicable only to the Initial Term and will not be applied to any subsequent Renewal Term(s). The Fees applicable to the Renewal Term shall be applied in accordance with Clause 7.

3. The Services

3.1 The Supplier shall, during the Term, provide the Services to the Client, subject always to the terms of this Agreement.

3.2 Unless otherwise set forth in the Order Form, the Service is provided to Client and Users on an annual subscription basis. The Client’s right to use the Service is limited to the Services, and the number of User licenses, set out in the Order Form.

The Client may request that additional User licences be added to the Services, the price of which will be notified by the Supplier following the Client’s written request to the Supplier for the same. If the Supplier approves the Client's request to purchase additional User subscriptions, the Client shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User subscriptions as in accordance with Clause 7.

The Order Form shall be deemed to be amended to reflect the number of additional User licences and the associated price adjustment following the Parties’ agreement to implement such increase to the number of User licences.

3.3 Unless otherwise stated in the Order Form (or agreed with the Supplier in writing in which case the agreed reduction in User licences and associated price adjustment shall be deemed to be incorporated into the Order Form), the number of User licences may not be reduced during the Term (including any additional licences granted by the Supplier to the Client in accordance with the Agreement).

3.4 The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Supplier or by third party providers or because of other causes beyond the Supplier’s reasonable control; however the Supplier will use reasonable efforts to provide advance notice by email or within the Services of any scheduled service disruption.

3.5 The Supplier:

(a) does not warrant that:

(i) the Client's use of the Services will be uninterrupted or error-free; or

(ii) that the Services and/or the information obtained by the Client through the Services will meet the Client's requirements; or

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

3.6 The Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

3.7 The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Client Materials caused by any third party (except those third parties sub-contracted by the Supplier to assist it in the performance of the Services).

3.8 AI Features. This clause 3.8 shall apply only to the extent that any AI Features are made available through the performance of the Services:

(a) Use: The Client acknowledges and agrees that the use of the AI Features is at its sole risk and that the Supplier does not guarantee any specific results or outcomes from use of the AI Features, which may vary over time and not be consistent or provide reproducible outputs.

The Client shall not use, and shall not permit any User to use, the AI Features in any manner that violates any Applicable Law, regulation, or industry standard (including data-privacy, export-control, or anti-discrimination laws) or that infringes any third-party intellectual property or other proprietary rights.

The Client acknowledges that the AI Features’ performance may be subject to limitations, including data quality, model accuracy, and external factors, and that such limitations are inherent to artificial intelligence technology.

Due to the nature of the machine learning technologies associated with AI Features, the Client acknowledges that AI-Generated Content may not be unique across users, and the AI Features may generate the same or similar output for third parties; and the Client acknowledges that any rights of Supplier in the same or similar AI-Generated Content may be assigned to multiple third parties.

(b) Client Responsibility. The Client is solely responsible for:

(i) providing and maintaining all data inputs required for the AI Features and for configuring any available settings within the Services;

(ii) interpreting, validating, and verifying any output, recommendation, or insight generated by the AI Features, and for ensuring that any decision or action taken based on such output is appropriate; and

(iii) implementing any and all additional controls, procedures, or human reviews that Client deems necessary to mitigate risks associated with AI-Generated Content.

(c) Supplier AI Obligations. The Supplier shall ensure that any AI-Generated Content created specifically for the Client in the performance of the Services:

(i) remains accessible only to the Client and its authorised Users and

(ii) is not disclosed to other clients.

For the avoidance of doubt, the Supplier shall not use raw identifiable content identifiable to the Client for external research, marketing or to benefit any third party for any reason other than as necessary to provide the Services under the Agreement.

3.9 Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT:

(a) THE SERVICES ARE DISTRIBUTED "AS IS" WITHOUT ANY WARRANTIES, WHETHER WRITTEN, ORAL, STATUTORY, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLIER SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE;

(b) THE SUPPLIER DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND AS TO THE TRAINING AND DEVELOPMENT SERVICES AND DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE CONTENT, COMPLETENESS, ACCURACY, LEGALITY, NON-INFRINGEMENT, RELIABILITY, OR AVAILABILITY OF INFORMATION OR MATERIALS DISPLAYED ON, OR DELIVERED TO THE CLIENT OR ITS USERS. THE CLIENT IS RESPONSIBLE FOR CONDUCTING ITS OWN RESEARCH BEFORE CHOOSING A COURSE OR PROGRAMME. THIS IS THE CASE EVEN IF THE CLIENT REQUESTS ASSISTANCE IN SELECTING COURSES/PROGRAMMES; AND

(c) THE SUPPLIER SHALL HAVE NO LIABILITY—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE—FOR ANY CLAIM, LOSS, OR DAMAGE ARISING OUT OF OR RELATING TO: (I) THE CLIENT’S CONFIGURATION OR USE (OR MISUSE) OF THE AI FEATURES; (II) DECISIONS MADE BY THE CLIENT (OR THIRD PARTIES) IN RELIANCE ON AI-GENERATED CONTENT; (III) ERRORS OR INACCURACIES IN AI-GENERATED CONTENT CAUSED BY DATA LIMITATIONS, MODEL DEFECTS, OR EXTERNAL FACTORS; OR (IV) ANY UNAUTHORIZED ACCESS, ALTERATION, OR MISUSE OF AI-GENERATED CONTENT ONCE SUPPLIED TO THE CLIENT.

4. Supplier responsibilities

4.1 In consideration for the payment of the Fees by the Client, the Supplier shall perform the Services for, and provide the Deliverables to, the Client.

4.2 Without limiting any other obligations of the Supplier under the Agreement, the Supplier shall, and shall procure that the Supplier Personnel shall, perform the Services in a professional manner, in accordance with:

(a) good industry practice, using reasonable skill and care;

(b) the provisions of the Agreement, including the relevant Order Form;

(c) all Applicable Laws including the Applicable Data Protection Laws and those which relate to anti-bribery, anti-slavery, and anti-facilitation of tax evasion; and

(d) reasonable written instructions of the Client from time to time.

4.3 The Suppler shall obtain and maintain all licences, consents and permissions needed to supply the Services in accordance with the Agreement, excluding any licences, consents and permissions that the Client is expressly responsible for obtaining or maintaining under the Agreement or should reasonably be responsible for obtaining and maintaining.

4.4 The Supplier shall not be liable under the Agreement if it is unable to perform any of its obligations in accordance with the Agreement as a result of observing those rules and requirements.

4.5 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services (unless the Order Form expressly states otherwise).

4.6 The Supplier's obligation to perform its obligations to the standard set out in clause 4.2(a) shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's licensors or its duly authorised contractors or agents.

4.7 If the Services do not conform with the standard set out in clause 4.2(a), the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.2(a).

5. Client responsibilities

5.1 The Client shall:

(a) be responsible for all User’s compliance with the Agreement;

(b) use all reasonable endeavours to prevent unauthorised access to or use of the Services and notify the Supplier promptly of any such unauthorised access or use;

(c) only use the Services and perform its obligations under the Agreement in accordance with Applicable Laws and government regulations and any additional instruction manuals which the Supplier may make available or provide to the Client;

(d) procure that each User shall:

(i) keep a secure password for their use of the Services and, that such password shall be changed when required by the Supplier and that each User shall keep their password confidential;

(ii) use the Services in accordance with the Agreement and shall be responsible for any User’s breach of the Agreement;

(e) maintain a written record of all current Users and promptly provide such list to the Supplier upon its written request;

(f) co-operate with the Supplier in all matters relating to the Services;

(g) provide the Supplier Personnel, in a timely manner, with access to the Client's premises and other facilities as reasonably required by the Supplier for the performance of the Services (to the extent that the Order Form states that such access is required);

(h) provide the Supplier, in a timely manner, with all information and materials reasonably required by the Supplier to provide the Services, including any items specified in the Order Form, and ensure that they are accurate and complete;

(i) inform the Supplier of all health and safety and security requirements that apply at the Client's premises which the Supplier Personnel access;

(j) obtain and maintain all licences, consents and permissions that relate specifically to the Client's business and are necessary to enable the Supplier to provide the Services, including all licences, consents and permissions:

(i) needed to allow the Supplier to use the Client Materials in connection with the performance of the Services; or

(ii) otherwise stated as being the Client's responsibility in the Order Form;

(k) provide clear and prompt feedback on draft Deliverables submitted by the Supplier to the Client;

(l) carry out all Client responsibilities specified in the Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Client’s delay;

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

(n) respond promptly to any reasonable requests from the Supplier for instructions or approvals required to provide the Services; and

(o) comply with any additional responsibilities of the Client set out in the relevant Order Form.

5.2 The Supplier shall not be liable for any Losses incurred by the Client as a result of using draft Deliverables as finished work.

6. Use of the Services

6.1 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

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

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

and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this clause.

6.2 The Client shall not:

(a) 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 the Agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, the Services in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

(b) access all or any part of the Services in order to build a product or service which competes with the Services; or

(c) use the Services to provide services to third parties; or

(d) subject to clause 17.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as permitted under the Agreement; or

(f) use any portion of the Services for any fraudulent or unlawful purposes or in violation of any third party’s proprietary or contractual rights;

(g) bypass any measures the Supplier or its licensor may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected) scan or test vulnerability of the Services or related products and services without the Supplier’s prior written consent; or

(h) introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier's network and information systems.

6.3 To the extent that the Supplier's performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Client or any of its agents, consultants or other suppliers (Excusing Cause), the Supplier will not be in breach of the Agreement nor liable for any Losses incurred by the Client as a result of its performance being prevented or delayed.

Without prejudice to any other right or remedy it may have, the Supplier shall be:

(a) allowed an extension of time to perform its obligations equal to the delay caused by the Excusing Cause; and

(b) entitled to recover any Losses incurred as a result of the Excusing Cause, including Fees unpaid due to its performance being prevented or delayed.

7. Fees and payment

7.1 In consideration of the provision of the Services by the Supplier, the Client shall pay the Fees.

7.2 Unless otherwise stated in the Order Form, for each Renewal Term (if applicable), the Fees will be billed at the applicable Fee rate for the Services stated in the Order Form or on the Supplier’s website, including any pricing increase applied under clause 7.4 below, which shall be effective from the first day of each Renewal Term and thereafter.

7.3 Where the Fees are calculated on a time and materials basis:

(a) the Supplier's fee rates for each individual person are as set out in the Order Form;

(b) daily fee rates are calculated on the basis of an eight-hour day, worked during Business Hours. The Supplier shall charge on a pro rata basis for part days worked by Supplier Personnel during Business Hours;

(c) the Supplier may charge for work outside Business Hours at the rates set out in the Order Form.

7.4 Unless otherwise stated in the Order Form, the Fees shall automatically increase on an annual basis on each anniversary of the Effective Date to reflect the percentage increase in the CPI index (up to a maximum of 5%) in the previous 12-month period. The Order Form shall be deemed to be amended following such increase.

7.5 The Supplier shall invoice the Client for the Fees on the schedule set out in the Order Form. If no schedule is specified, the Supplier shall invoice the Client on or around each anniversary of the Effective Date.

7.6 Subject to 7.7, the Supplier shall invoice the Client monthly in arrears for Third Party Fees and any other third party costs (or such other invoicing frequency set out in the Order Form). The Supplier shall provide invoices or receipts for Third Party Fees and any other third party costs if requested by the Client.

7.7 The Supplier may invoice any Third Party Fees and any other third party costs to the Client at times and on payment terms as are reasonably necessary to ensure that the Supplier receives funds from the Client in time to pay each relevant third party when its invoice falls due. The Client shall pay each invoice under this 7.7 in accordance with its payment terms.

7.8 Subject to 7.7, the Client shall pay each invoice submitted to it by the Supplier within 30 days of the invoice date to a bank account nominated in writing by the Supplier from time to time.

7.9 Without prejudice to any other right or remedy that the Supplier may have, if the Client fails to pay the Supplier any sum due under the Agreement on the due date:

(a) the Client 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 7.9(a) 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

(b) the Supplier may suspend all or part of the Services until payment has been made in full (including, without liability to the Client, disabling the Client’s password, account and access to all or part of the Services).

7.10 Except where the Order Form or the Agreement expressly states otherwise, all sums payable to the Supplier under the Agreement:

(a) shall be payable in pounds sterling;

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

(c) are exclusive of VAT, and the Client shall, in addition, pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(d) 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).

If any deduction or withholding is required by law, the Client shall pay to the Supplier such amount as will, after the deduction or withholding has been made, leave the Supplier with the same amount as it would have been entitled to receive in the absence of a requirement to make a deduction or withholding.

8. Intellectual property rights

8.1 In relation to the Client Materials:

a) the Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials;

b) the Client grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use, copy and modify the Client Materials for the term of the Agreement for the purpose of providing the Services to the Client; and

c) The Client shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Materials.

8.2 The Client acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

8.3 The Client acknowledges that the Services may use AI Features to generate AI-Generated Content.

Except as otherwise provided in this Clause 8, the Client owns all Intellectual Property Rights, including but not limited to copyrights, trademarks, and any other proprietary rights in any AI-Generated Content (excluding all Software) that is generated solely from Client’s proprietary data or created according to Client’s exclusive prompts or instructions. For the avoidance of doubt, the Supplier (and/or its licensors) retains the Intellectual Property Rights in all other AI-Generated Content (being the content not created exclusively for the Client).

The Client hereby grants to the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable, irrevocable licence to use, copy and modify the AI-Generated Content owned by the Client under this clause 8.3 for the purposes of performing its obligations under the Agreement and in connection with its business.

The Client may revoke the license granted under this clause 8.3 upon expiration or termination of the Agreement.

8.4 In relation to the Training and Development Services and the other Deliverables (but save for the AI-Generated Content owned by the Client as set out in clause 8.3 above, the Content Creation Services and the Bespoke Project Output(s) in which case clause 8.5 shall apply) and subject to clauses 8.6 and 8.7 below, the Supplier grants to the Client a non-exclusive, royalty-free, non-transferable (except in accordance with clause 17), licence for the term of the Agreement to use the Deliverables (excluding the Client Materials) (and to permit its Users to access and use the same) for the purpose of receiving and using the Services and Deliverables for its internal business operations.

8.5 In relation to the Content Creation Services and the Bespoke Project Output(s), subject to the other provisions of this clause 8, all Intellectual Property Rights in the Content Creation Services and the Bespoke Project Output(s) (excluding all Software which shall remain the property of the Supplier) shall become the property of the Client, and the Supplier shall assign absolutely with full title guarantee all such Intellectual Property Rights to the Client.

The Client grants to the Supplier a non-exclusive, royalty-free, non-transferable (except in accordance with clause 17) irrevocable licence to use, copy and modify the Client Creation Services and the Bespoke Project Output(s) for the purposes of performing its obligations under the Agreement and in connection with its business.

The parties shall execute all documents, and undertake all such acts as is reasonably necessary, to give effect to this clause 8.5.

The Client may revoke the license granted under this clause 8.5 upon expiration or termination of the Agreement.

8.6 The Client shall not sub-license the rights granted in 8.4 without the Supplier's prior written consent.

8.7 The Client acknowledges that the Supplier may need to include Third Party Materials which cannot be licensed on the terms of 8.4 within the Deliverables. The Supplier shall grant to the Client a licence (at the Client's cost) to use any Third Party Materials included in the Deliverables on the terms permitted by the third party. The Client shall comply with the terms (including any usage restrictions) that apply to the Third Party Materials and which have been provided to the Client in writing.

8.8 The Supplier's licensing of Intellectual Property Rights in relation to any Deliverable (including any Third Party Materials contained within that Deliverable) is subject to the Supplier receiving payment of all Fees and other sums attributable to the relevant Deliverable.

8.9 The Supplier:

(a) warrants, to the best of its knowledge and belief, that the supply, receipt and use of the Deliverables by the Client shall not infringe the Intellectual Property Rights of any third party;

(b) shall not be liable under the warranty in 8.9(a) or the indemnity in 8.13 to the extent that the actual or alleged infringement arises from:

(i) the use of Client Materials in the development of, or the inclusion of Client Materials in, any Deliverables;

(ii) any changes made to the Deliverables without the Supplier's prior written consent (not to be unreasonably withheld);

(iii) compliance with the Client’s specifications or instructions for the development of the Deliverables;

(iv) the use of the Deliverables in combination with any other materials not supplied or approved in writing by the Supplier (approval not to be unreasonably withheld); or

(v) the use of the Deliverables for a purpose or in a manner not authorised in writing by the Supplier or the failure of the Client to adhere to the Supplier's reasonable instructions for the use of the Deliverables.

8.10 If any Supplier IPR Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Client, the Supplier may, at its expense:

(a) procure for the Client the right to continue to use the Deliverables, or relevant part of the Deliverables, in accordance with the terms of the Agreement; or

(b) modify or replace the Deliverables with non-infringing versions, provided that the modified or replaced versions are at least equivalent in terms of functionality, quality and performance as the original versions; and

(c) if 8.10(a) and 8.10(b) are not reasonably practicable, terminate the Client's right to use the Deliverables affected by the Supplier IPR Claim with immediate effect by notice in writing to the Client and refund any of the Fees paid by the Client as at the date of termination in respect of the affected Deliverables (less a reasonable sum in respect of the Client's use of the Deliverables to the date of termination) on return of all copies of the Deliverables which are capable of return.

8.11 Clause 8.13 is the Client's exclusive remedy and the Supplier's only liability with respect to infringement of a third Party's Intellectual Property Rights.

8.12 The Client:

(a) warrants that the supply, receipt and use of the Client Materials in the performance of the Agreement shall not infringe the Intellectual Property Rights of any third Party;

(b) shall not be liable under the warranty in 8.12(a) or the indemnity in 8.13 to the extent that the actual or alleged infringement arises from the use of the Client Materials for a purpose or in a manner not authorised by the Client.

8.13 Each Party shall procure that the performance of its responsibilities under this Agreement shall not infringe or cause the infringement of any Intellectual Property Rights of any third party:

(a) The Supplier shall indemnify the Client against all third party claims, demands, actions, costs (including legal fees and royalties), expenses, losses or damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) arising due to the use of the Supplier IPR in accordance with the Agreement (each a “Supplier IPR Claim”).

(b) The Client shall indemnify the Supplier against all third party claims, demands, actions, costs (including legal fees and royalties), expenses, losses or damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) arising due to the use of the Client IPR.

8.14 If a third party brings a claim against either Party or any of its Affiliates (each an Indemnified Person) or notifies an Indemnified Person of its intention to do so, and that claim may reasonably be considered likely to give rise to a liability under an indemnity in this 8 (Claim), that Party shall:

(a) as soon as reasonably practicable, notify the Party giving the indemnity (Indemnifying Party) of the Claim, specifying the nature of the Claim in reasonable detail;

(b) allow the Indemnifying Party, at the Indemnifying Party's cost, to conduct all negotiations and proceedings in relation to the Claim and to settle or compromise the Claim, provided that the Indemnifying Party may not settle or compromise the Claim unless it involves only the payment of money by the Indemnifying Party and includes a complete release of the Indemnified Persons;

(c) not make any admission of liability, settlement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (that consent not to be unreasonably withheld or delayed); and

(d) provide the Indemnifying Party, at the Indemnifying Party's cost, with reasonable information, assistance and co-operation in responding to and defending the Claim.

8.15 In addition to clause 8.1, the Client acknowledges and agrees that the Supplier may use the Client’s logo and/or trade name on the Supplier’s website and/or on any other promotional material for the purposes of undertaking a case study or otherwise to promote the Supplier’s services after obtaining written approval from the Client.

8.16 Subject to the terms of the Agreement, the Supplier grants to the Client a non-exclusive, non-transferable, royalty-free licence to use the Supplier Materials solely for the purpose of receiving and using the Services and Deliverables in the course of its business for the duration of the term of the Agreement.

8.17 The Client shall not (except to the extent permitted by law or with the Supplier’s prior written consent):

(a) sub-license, assign or otherwise transfer the rights granted in clause 8.16;

(b) use the Supplier Materials for any purpose other than as expressly permitted under the Agreement; or

(c) alter or modify the Supplier Materials, save as necessary for the permitted use of the Deliverables.

8.18 All intellectual property rights in the Supplier Materials shall remain the property of the Supplier or its licensors, and nothing in this Agreement shall operate to transfer any such rights to the Client.

8.19 On termination or expiry of this Agreement, the Client shall cease using the Supplier Materials and return or destroy them in accordance with clause 14.

9. Contract management and governance

9.1 Each Party shall appoint its Contract Manager(s) to:

(a) oversee the delivery and receipt of the Services on a day-to-day basis; and

(b) be the principal point(s) of contact for the other Party in connection with managing the relationship between the Parties in respect of the Agreement.

9.2 Each Party's Contract Manager(s) shall have the authority to make decisions and act on its behalf in connection with the operation of the Agreement.

9.3 Each Party shall designate its Contract Manager(s) in writing to the other Party. Each Party may replace its Contract Manager(s) at any time by giving reasonable prior notice to the other Party of the replacement(s).

9.4 If any person that is not identified as a Client Contract Manager gives any instruction in connection with the Agreement, the Supplier is not obliged to carry out that instruction unless and until authorisation is subsequently obtained from a Client Contract Manager.

9.5 Any Reports and/or review meetings pursuant to the operation of the Agreement and the performance of the Services shall be undertaken or provided (as the case may be) according to the prescribed frequency and requirements set out the Order Form (if any) (or other frequency as may be agreed by the Parties in writing (if any).

10. Data protection

10.1 For the purposes of this 10, the terms Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meaning given to them in Applicable Data Protection Laws.

10.2 Each Party shall comply with all Applicable Data Protection Laws in its processing of personal data under or in connection with the Agreement. This 10 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Applicable Data Protection Laws.

10.3 Without prejudice to the generality of 10.2, the Client shall ensure that it has all necessary consents and notices in place to enable the Shared Personal Data and Client Personal Data to be lawfully transferred to or collected by the Supplier, and further processed by the Supplier, in connection with the performance of the Agreement.

10.4 Without prejudice to 10.2, the Supplier shall, in relation to Client Personal Data:

(a) process that Client Personal Data only on the documented instructions of the Client provided to the Supplier unless the Supplier is required by Applicable Laws to otherwise process that Client Personal Data (Purpose). The Supplier may suspend the provision of the Services until the parties have agreed revised instructions which are not infringing;

(b) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data;

(c) ensure that any Supplier Personnel authorised by the Supplier to process Client Personal Data are obliged to keep that personal data confidential;

(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with the Commissioner or other regulators;

(e) notify the Client without undue delay on becoming aware of a personal data breach;

(f) at the written direction of the Client, delete or return to the Client all Client Personal Data when it is no longer needed to perform the Services and in any event on termination or expiry of the Agreement unless the Supplier is required by Applicable Law to continue to process that Client Personal Data. For the purposes of this 10.4(f), Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and

(g) make available information to the Client to demonstrate its compliance with this 10.

10.5 The Client provides its prior, general authorisation for the Supplier to:

(a) appoint processors to process the Client Personal Data, provided that the Supplier:

(i) ensures that the terms on which it appoints any processor comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on the Supplier in this 10;

(ii) remains responsible for the acts and omissions of any processor as if they were the acts and omissions of the Supplier; and

(iii) informs the Client of any intended changes concerning the addition or replacement of processors, giving the Client the opportunity to object to changes, provided that if the Client objects to a change and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify the Supplier for any Losses incurred by the Supplier in accommodating the objection; and

(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that the Supplier shall ensure that all transfers are effected in accordance with Applicable Data Protection Laws.

For these purposes, the Client shall promptly comply with any reasonable request of the Supplier, including any request to enter into standard data transfer clauses adopted by the Commissioner from time to time (where the UK GDPR applies to the transfer) or any other applicable data protection regulator.

11. Confidentiality

11.1 Each Party shall keep the other Party's Confidential Information secret and confidential and shall not:

(a) use that Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Agreement (Permitted Purpose); or

(b) disclose that Confidential Information in whole or in part to any person, except as permitted by 11.2 or 11.3.

11.2 Subject to 11.3, each Party may disclose the other Party's Confidential Information:

(a) to those of its and its Affiliates' employees, officers, representatives, independent contractors, subcontractors and advisers who need to know that information for the Permitted Purpose (Representatives). Each Party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those in this 11; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

11.3 The Client shall not disclose the Supplier's Confidential Information to any competitor of the Supplier except with the Supplier's prior written consent. The Client shall ensure that any competitor receiving the Supplier's Confidential Information complies with confidentiality obligations which are substantially equivalent to those set out in this 11.

11.4 The provisions of this 11 shall continue to apply for a period of five years after termination or expiry of the Agreement.

12. Limitation of liability

12.1 The following definitions apply in this 12:

(a) default: any act or omission resulting in one Party incurring liability to the other; and

(b) liability: every kind of liability arising under or in connection with the Agreement including liability in contract, tort (including negligence), or otherwise.

12.2 Nothing in the Agreement limits or excludes:

(a) liability for deliberate default;

(b) liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;

(c) liability for fraud or fraudulent misrepresentation;

(d) liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982.

(e) any liability that cannot legally be limited;

(f) the Client's liability for its payment obligations under the Agreement;

(g) the Client's liability under the indemnity in 10.5(a)(iii); or

(h) either Party's liability under the indemnities in 8.

12.3 Subject to 12.2, each Party's total liability:

(a) under 8.9 and 8.12 shall not exceed £250,000 in the aggregate;

(b) for all breaches occurring in any Contract Year under 10 shall not exceed £100,000 in the aggregate; and

(c) for all other loss or damage arising from defaults occurring within any Contract Year shall not exceed 100% of the Fees paid or payable to the Supplier under the Agreement in that Contract Year.

12.4 The caps on each Party's liability shall not be reduced by:

(a) payment of an uncapped liability;

(b) amounts awarded or agreed to be paid under 15.4; and

(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.

12.5 Subject to 12.2, neither Party shall have any liability for:

(a) loss of profits (including loss of savings);

(b) loss of business or business opportunity;

(c) loss of use or corruption of software, data or information;

(d) loss of or damage to goodwill; or

(e) indirect or consequential loss.

12.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in 4. In view of these commitments, all conditions, warranties, representations or other terms that might otherwise be implied into the Agreement are, to the fullest extent permitted by law, excluded from the Agreement, including the conditions and term implied by sections 3 to 5 and 13 of the Supply of Goods and Services Act 1982.

13. Termination

13.1 Without affecting any other right or remedy available to it, either Party to the Agreement may terminate it with immediate effect by notifying the other Party if:

(a) the other party commits a material breach of any term of the Contract which:

(i) is not capable of remedy; or

(ii) if capable of remedy, is not remedied within a period of 14 days by the other party after being notified to do so;

(b) the other Party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 13.1(b);

(c) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(d) 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 the Agreement is in jeopardy; or

(e) if that Party entitled to under the provisions of clause 16.4.

13.2 Without affecting any other right or remedy available to it, the Supplier may terminate the Agreement with immediate effect by notifying the Client if the Client fails to pay any amount due under the Agreement by the due date for payment and remains in default not less than 14 days after being notified to make that payment.

13.3 In the event any of the Supplier’s material contracts with third parties are subject to termination which renders the Supplier unable to perform its obligations in accordance with the Agreement, the Supplier shall provide the Client with as much notice as possible of such termination (to the extent that the Supplier is granted a period of notice in advance of such termination) and shall refund all pre-paid Fees in accordance with Clause 14.1(f) below.

14. Obligations on termination and survival

14.1 Obligations on termination On termination of the Agreement:

(a) Unless otherwise stated in this Agreement, all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services;

(b) the Supplier shall immediately cease all further performance of the Services and if applicable, the Supplier shall deliver to the Client all Deliverables (whether in progress or complete);

(c) the Client shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, where no invoice has been submitted for Services supplied, the Supplier may submit an invoice, which shall be payable immediately on receipt.

(d) each Party shall, unless otherwise agreed in writing by the other Party, return to the other Party all materials and other property in its possession or control that belong to the other Party and were supplied in connection with the Agreement;

(e) the Supplier shall comply with the requirements of 10.4(f) in relation to Client Personal Data;

(f) in the event of termination by the Client under clause 13.1 for cause (which shall not include Force Majeure) or by the Supplier in accordance with clause 13.3, the Supplier shall refund any prepaid Fees for the remainder of the Term (beginning on the date of termination) for any unused Services. For the avoidance of doubt, in no event shall any termination relieve Client of the obligation to pay any Fees payable for the period prior to the effective date of termination;

(g) the Supplier shall only retain Client Materials and the Deliverables created specifically for the Client for a maximum period of three (3) month following termination (except as otherwise required by law), after which such records shall be permanently deleted and cannot be restored; and

(h) Unless otherwise permitted in the Agreement, cease using the other Party’s documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information (and return (only if requested by the other Party) or destroy all such documents and materials (and any copies) and each Party shall erase all of the other Party's Confidential Information from its computer systems (to the extent possible).

14.2 Survival

(a) Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect, including (but without limitation) 8, 10.4(f), 11, 12, this clause 14 and clause 15.

(b) Termination of the 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.

15. Dispute Resolution

15.1 Any dispute arising between the parties out of or in connection with the Agreement shall be dealt with in accordance with the provisions of this clause 15.

15.2 The dispute resolution process may be initiated at any time by either Party serving a notice in writing on the other Party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.

15.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:

(a) Within seven days of service of the notice, the parties shall meet to discuss the dispute and attempt to resolve it.

(b) If the dispute has not been resolved within seven days of the first meeting of the parties, the matter shall be referred to the chief executives (or persons of equivalent seniority).

(c) The chief executives (or equivalent) shall meet within seven days to discuss the dispute and attempt to resolve it.

15.4 If the dispute has not been resolved within 14 days of the first meeting of the chief executives (or equivalent) under clause 15.3, the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules but this does not restrict a Party’s right to bring a claim to court.

16. Force majeure

16.1 Neither Party shall be liable for any delay or failure in the performance of its obligations under the Agreement for so long as and to the extent that the delay or failure results from any event, circumstance or cause beyond its reasonable control (“Force Majeure Event”).

16.2 The occurrence of a Force Majeure Event shall not affect the Client’s obligation to pay for the Fees or the Third Party Fees under, and in accordance with, the Agreement.

16.3 Clause 16.1 shall only apply if the Party affected by the Force Majeure Event:

(a) notifies the other Party of the Force Majeure Event as soon as reasonably practicable after it started;

(b) took reasonable precautions to prevent or minimise the Force Majeure Event;

(c) uses all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.

16.4 If the period of delay or non-performance continues for 90 days the Party not affected by the Force Majeure Event may terminate the Agreement by giving not less than 14 days' notice to the affected Party.

17. Assignment and other dealings

17.1 Subject to 17.2 and 17.3, neither Party shall assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Agreement without the prior written consent of the other Party (consent not to be unreasonably withheld or delayed).

17.2 Either Party may, after giving prior notice to the other Party, assign, novate or transfer any or all of its rights and obligations under the Agreement to:

(a) an Affiliate of that Party from time to time; or

(b) any person to which it transfers its business or that part of its business to which the Agreement relates.

17.3 The Supplier may subcontract or delegate any or all of its obligations under the Agreement to any third Party, provided that it:

(a) notifies the Client in advance of the subcontracting or delegation;

(b) only subcontracts or delegates obligations to reputable third parties; and

(c) remains responsible for the performance of the Agreement and liable for all acts and omissions of third parties to which it subcontracts or delegates obligations as if they were its own.

18. Variation

Unless the Agreement expressly states otherwise, no variation of the 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 the 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 the 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 the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20. Severance

20.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

20.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement

21.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject. If there is conflict or inconsistency between any of the provisions in our Order Form and these Terms of Service, then the provisions of the Order Form shall prevail.

21.2 Each Party acknowledges that in entering into the Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

21.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

22. No partnership or agency

22.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either Party as the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party.

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

23. Third Party rights

23.1 Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

23.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Agreement are not subject to the consent of any other person.

24. Notices

24.1 Any notice given to a Party under or in connection with the Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service to the address given at the start of the Agreement (or a substitute address notified by that Party to the other Party); or

(b) sent by email to the addresses specified in the Order Form (or a substitute email address notified by that Party to the other Party).

24.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(c) if sent by email, at the time of transmission or, if this time falls outside Business Hours, when Business Hours resume; or

(d) if sent by pre-paid airmail providing proof of postage, at 9.00 am (in the place of receipt) on the fifth Business Day after posting.

24.3 This clause 24 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.

25. Counterparts

25.1 The Agreement may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one agreement.

25.2 Transmission of an executed counterpart of the Agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) takes effect as the transmission of an executed "wet-ink" counterpart of the Agreement.

26. Governing law

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

27. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.