SaaS Terms & Conditions

Porterdale Limited – SaaS Terms and Conditions

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Agreement: these terms and the online order completed by the Customer.

Authorised Users: those employees, agents and independent contractors of the
Customer who are authorised by the Customer to use the Services and the
Documentation, as further described in clause 2.3 .

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

Charges: the charges payable by the Customer to the Supplier for Services as stated
during the order process.

Confidential Information: information that is proprietary or confidential and is either
clearly labelled as such or identified as Confidential Information in clause 10.5 or clause
10.6 .

Controller, Processor, Data Subject, Personal Data, Personal Data Breach,
processing and appropriate technical and organisational measures: as defined in
the Data Protection Legislation.

Customer: the person purchasing the Services.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier
on the Customer's behalf for the purpose of using the Services or facilitating the
Customer's use of the Services.

Data Protection Legislation: all applicable data protection and privacy legislation in
force from time to time in the UK including the UK GDPR; the Data Protection Act 2018
(DPA 2018) (and regulations made thereunder) and the Privacy and Electronic
Communications Regulations 2003 (SI 2003/2426) as amended.

Documentation: any documentation document made available to the Customer by the
Supplier on the Platform describing the Services and providing user instructions for the
Services.

Effective Date: the date the order for Services is placed by the Customer.

Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance
(from regulatory and advisory bodies. Whether mandatory or not), international and
national standards, industry schemes and sanctions, which are applicable to either the
Customer or an Authorised User relating to security of network and information systems
and security breach and incident reporting requirements, which may include the
cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU)
2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as
amended or updated from time to time.

Platform: the Supplier’s platform at www.clearviewhub.co.uk or such other web address
as is notified by the Supplier to the Customer from time to time.

Services: the subscription services provided by the Supplier to the Customer under this
agreement via the Platform, as selected by the Customer as part of the ordering process
and more particularly described in the Documentation.

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

Subscription Term: the period of twelve months beginning on (and including) the
Effective Date.

Supplier: Porterdale Limited (Company Number 09631468) whose registered office is at
213 Derbyshire Lane, Sheffield, England, S8 8SA.

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, and the term Vulnerabilities shall be
construed accordingly.

1.2 Clause headings shall not affect the interpretation of this agreement.

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

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

1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the
date of this agreement and shall include all subordinate legislation made as at the date
of this agreement under that statute or statutory provision.

1.6 References to clauses are to the clauses of this agreement.

2. Services

2.1 Details of the different access and subscription options (and what they include) can be
found on the pricing page of the Platform and will be clearly displayed during the
checkout process.

2.2 Subject to the terms and conditions of this agreement, the Supplier hereby grants to the
Customer a non-exclusive, non-transferable right, without the right to grant sublicences,
to permit the Authorised Users to use the Services and the Documentation during the
Subscription Term solely for the Customer's internal business operations.

2.3 In relation to the Authorised Users, the Customer undertakes that each Authorised User
shall keep a secure password for use of the Services and Documentation and the
Customer shall maintain a written, up to date list of current Authorised Users and provide
such list to the Supplier within 5 Business Days of the Supplier's written request at any
time or times.

2.4 The Customer 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
Customer, to disable the Customer's access to any material that breaches the provisions
of this clause.

2.5 The Customer 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 this 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 and/or Documentation (as applicable) 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

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

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

(d) subject to clause 19.1 , license, sell, rent, lease, transfer, assign, distribute,
display, disclose, or otherwise commercially exploit, or otherwise make the
Services and/or Documentation available to any third party except the
Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services
and/or Documentation, provided that it may subject, to clause 12.1(a) , share
any reports generated using the Services with advisers, funders and potential
funders of the Customer; or

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

2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access
to, or use of, the Services and/or the Documentation and, in the event of any such
unauthorised access or use, promptly notify the Supplier.

2.7 The rights provided under this clause 2 are granted to the Customer only and shall not
be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 The Supplier shall, during the Subscription Term, provide the Services and make
available the Documentation to the Customer on and subject to the terms of this
agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services
available 24 hours a day, seven days a week, except for planned and emergency
maintenance. The Supplier shall provide as much notice as reasonably practicable of
such maintenance.

4. Data Protection

4.1 Each party will comply with all applicable requirements of the Data Protection
Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a
party's obligations or rights under the Data Protection Legislation.

4.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the
Customer is the Controller and the Supplier is the Processor. The Processor will store
any personal data entered by the Customer on the Platform during the Subscription
Term and thereafter for so long as is reasonable and necessary to enable the Supplier to
comply with its legal and contractual obligations.

4.3 Without prejudice to the generality of clause 4.1 , the Customer will ensure that it has all
necessary appropriate consents and notices in place to enable lawful transfer of the
Personal Data to the Supplier for the duration and purposes of this agreement.

4.4 Without prejudice to the generality of clause 4.1 , the Supplier shall, in relation to any
Personal Data processed in connection with the performance by the Supplier of its
obligations under this agreement:

(a) process that Personal Data only on the documented written instructions of the
Customer unless the Supplier is required by law to otherwise process that
Personal Data. Where the Supplier is relying on the law as the basis for
processing Personal Data, the Supplier shall promptly notify the Customer of
this before performing the processing required by the law unless the law
prohibits the Supplier from so notifying the Customer;

(b) ensure that it has in place appropriate technical and organisational measures,
reviewed and approved by the Customer, to protect against unauthorised or
unlawful processing of Personal Data and against accidental loss or destruction of
or damage to, Personal Data, appropriate to the harm that might result from
the unauthorised or unlawful processing or accidental loss, destruction or
damage and the nature of the data to be protected, having regard to the state of
technological development and the cost of implementing any measures (those
measures may include, where appropriate, pseudonymising and encrypting
Personal Data, ensuring confidentiality, integrity, availability and resilience of its
systems and services, ensuring that availability of and access to Personal Data
can be restored in a timely manner after an incident, and regularly assessing
and evaluating the effectiveness of the technical and organisational measures
adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are
obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside the UK unless the prior written consent
of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or the Supplier has provided appropriate safeguards in
relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) the Supplier complies with its obligations under the Data Protection
Legislation by providing an adequate level of protection to any Personal
Data that is transferred; and

(iv) the Supplier complies with reasonable instructions notified to it in
advance by the Customer with respect to the processing of the Personal
Data;

(e) assist the Customer, at the Customer's cost, in responding to any request from
a Data Subject and in ensuring compliance with its obligations under the Data
Protection Legislation with respect to security, breach notifications, impact
assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a Personal Data
Breach;

(g) at the written direction of the Customer, delete or return Personal Data and
copies thereof to the Customer on termination of the agreement unless required
by law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its
compliance with this clause 4 and allow for audits by the Customer or the
Customer's designated auditor and immediately inform the Customer if, in the
opinion of the Supplier, an instruction infringes the Data Protection Legislation.

4.5 The Customer consents to the Supplier appointing Amazon Web Services and The
Curve Consulting Services Limited each as a third-party processor of Personal Data
under this agreement. The Supplier confirms that it has entered or (as the case may be)
will enter with each third-party processor into a written agreement substantially on that
third party' standard terms of business which the Supplier confirms reflect and will
continue to reflect the requirements of the Data Protection Legislation. As between the
Customer and the Supplier, the Supplier shall remain fully liable for all acts or omissions
of any third-party processor appointed by it pursuant to this clause 4 .

5. Third party providers

The Customer acknowledges that the Services may enable or assist it to access the
website content of, correspond with, and purchase products and services from, third
parties via third-party websites and that it does so solely at its own risk. The Supplier
makes no representation, warranty or commitment and shall have no liability or
obligation whatsoever in relation to the content or use of, or correspondence with, any
such third-party website, or any transactions completed, and any contract entered into
by the Customer, with any such third party. Any contract entered into and any
transaction completed via any third-party website is between the Customer and the
relevant third party, and not the Supplier. The Supplier recommends that the Customer
refers to the third party's website terms and conditions and privacy policy prior to using
the relevant third-party website. The Supplier does not endorse or approve any third-
party website nor the content of any of the third-party website made available via the
Services.

6. Supplier's obligations

6.1 The Supplier undertakes that the Services will be performed substantially in accordance
with the Documentation and with reasonable skill and care.

6.2 The undertaking at clause 6.1 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 duly authorised contractors or agents. If the Services do not conform with the
foregoing undertaking, Supplier will, at its expense, use all reasonable commercial
endeavours to correct any such non-conformance promptly, or provide the Customer
with an alternative means of accomplishing the desired performance. Such correction or
substitution constitutes the Customer's sole and exclusive remedy for any breach of the
undertaking set out in clause 6.1 .

6.3 The Supplier:

(a) does not warrant that:

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

(ii) that the Services, Documentation and/or the information obtained by the
Customer through the Services will meet the Custome's requirements;
or

(iii) the Software or the Services will be free from Vulnerabilities or Viruses;
or

(iv) the Software, Documentation or Services will comply with any
Heightened Cybersecurity Requirements.

(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 Customer acknowledges that the Services and
Documentation may be subject to limitations, delays and other problems
inherent in the use of such communications facilities.

6.4 This 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.

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

6.6 The Supplier shall follow its standard archiving procedures for Customer Data. In the
event of any loss or damage to Customer Data, the Customer's sole and exclusive
remedy against the Supplier shall be for the Supplier to use reasonable commercial
endeavours to restore the lost or damaged Customer Data from the latest back-up of
such Customer Data maintained by the Supplier in accordance with that procedure. The
Supplier shall not be responsible for any loss, destruction, alteration or disclosure of
Customer Data caused by any third party (except those third parties sub-contracted by
the Supplier to perform services related to Customer Data maintenance and back-up for
which it shall remain fully liable).

7. Customer's obligations

7.1 The Customer shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the
Supplier; in order to provide the Services, including but not limited to Customer Data,
security access information and configuration services;

(b) without affecting its other obligations under this agreement, comply with all
applicable laws and regulations with respect to its activities under this
agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely
and efficient manner. In the event of any delays in the Customer's provision of
such assistance as agreed by the parties, the Supplier may adjust any agreed
timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in
accordance with the terms and conditions of this agreement and shall be
responsible for any Authorised User's breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions
necessary for the Supplier, its contractors and agents to perform their
obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications
provided by the Supplier from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in
this agreement, solely responsible for procuring, maintaining and securing its
network connections and telecommunications links from its systems to the

Supplier's data centres, and all problems, conditions, delays, delivery failures
and all other loss or damage arising from or relating to the Customer's network
connections or telecommunications links or caused by the internet.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that
is not personal data and shall have sole responsibility for the legality, reliability, integrity,
accuracy and quality of all such Customer Data.

8. Charges and payment

8.1 The Customer shall pay the Charges within seven days of the Effective Date or this
agreement will terminate automatically. The Customer agrees and understands that it
will not be given access to the paid-for elements of the Platform until the Charges have
been paid in accordance with this agreement.

8.2 The Charges are non-cancellable and non-refundable and are exclusive of value added
tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

9 Proprietary rights

9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all
intellectual property rights in the Services and the Documentation. Except as expressly
stated herein, this agreement does not grant the Customer 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 or
the Documentation.

9.2 The Supplier confirms that it has all the rights in relation to the Services and the
Documentation that are necessary to grant all the rights it purports to grant under, and in
accordance with, the terms of this agreement.

10. Confidentiality

10.1 Each party may be given access to Confidential Information from the other party in order
to perform its obligations under this agreement. A party's Confidential Information shall
not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the
receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on
disclosure; or

(d) is independently developed by the receiving party, which independent
development can be shown by written evidence.

10.2 Subject to clause 10.4 , each party shall hold the other's Confidential Information in
confidence and not make the other's Confidential Information available to any third party,
or use the other's Confidential Information for any purpose other than the implementation
of this agreement.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential
Information to which it has access is not disclosed or distributed by its employees or
agents in violation of the terms of this agreement.

10.4 A party may disclose Confidential Information to the extent such Confidential Information
is required to be disclosed by law, by any governmental or other regulatory authority or
by a court or other authority of competent jurisdiction, provided that, to the extent it is
legally permitted to do so, it gives the other party as much notice of such disclosure as
possible and, where notice of disclosure is not prohibited and is given in accordance with
this clause 10.4 , it takes into account the reasonable requests of the other party in
relation to the content of such disclosure.

10.5 The Customer acknowledges that details of the Services, and the results of any
performance tests of the Services, constitute the Supplier's Confidential Information.

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

10.7 No party shall make, or permit any person to make, any public announcement
concerning this agreement without the prior written consent of the other parties (such
consent not to be unreasonably withheld or delayed), except as required by law, any
governmental or regulatory authority (including, without limitation, any relevant securities
exchange), any court or other authority of competent jurisdiction.

10.8 The above provisions of this clause 10 shall survive termination of this agreement,
however arising.

11. Indemnity

11.1 Without prejudice to the Supplier’s obligations under this agreement, the Customer shall
defend, indemnify and hold harmless the Supplier against claims, actions, proceedings,
losses, damages, expenses and costs (including without limitation court costs and
reasonable legal fees) arising out of or in connection with the Customer's use of the
Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) the Supplier provides reasonable co-operation to the Customer in the defence
and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

11.2 The Supplier shall defend the Customer, its officers, directors and employees against
any claim that the Customer's use of the Services or Documentation in accordance with
this agreement infringes any United Kingdom patent effective as of the Effective Date,
copyright, trade mark, database right or right of confidentiality, and shall indemnify the
Customer for any amounts awarded against the Customer in judgment or settlement of
such claims, provided that:

(a) the Supplier is given prompt notice of any such claim

(b) the Customer does not make any admission, or otherwise attempt to compromise
or settle the claim and provides reasonable co-operation to the Supplier in the defence
and settlement of such claim, at the Supplier's expense; and

(c) the Supplier is given sole authority to defend or settle the claim.

11.3 In the defence or settlement of any claim, the Supplier may procure the right for the
Customer to continue using the Services, replace or modify the Services so that they
become non-infringing or, if such remedies are not reasonably available, terminate this
agreement on 2 Business Days' notice to the Customer without any additional liability or
obligation to pay liquidated damages or other additional costs to the Customer.

11.4 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the
Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than the
Supplier; or

(b) the Customer's use of the Services or Documentation in a manner contrary to
the instructions given to the Customer by the Supplier; or

(c) the Customer's use of the Services or Documentation after notice of the alleged
or actual infringement from the Supplier or any appropriate authority.

11.5 The foregoing and clause 12.3(b) states the Customer's sole and exclusive rights and
remedies, and the Supplier's (including the Supplier's employees', agents'; and sub-
contractors') entire obligations and liability, for infringement of any patent, copyright,
trade mark, database right or right of confidentiality.

12. Limitation of liability

12.1 Except as expressly and specifically provided in this agreement:

(a) the Customer assumes sole responsibility for results obtained from the use of
the Services and the Documentation by the Customer, and for conclusions
drawn from such use. The Supplier shall have no liability for any damage
caused by errors or omissions in any information, instructions or scripts
provided to the Supplier by the Customer in connection with the Services, or
any actions taken by the Supplier at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind
whatsoever implied by statute or common law are, to the fullest extent permitted
by applicable law, excluded from this agreement; and

(c) the Services and the Documentation are provided to the Customer on an "as is"
basis.

12.2 Nothing in this agreement excludes the liability of the Supplier:

(a) for death or personal injury caused by the Supplier's negligence; or

(b) for fraud or fraudulent misrepresentation.

12.3 Subject to clause 12.1 and clause 12.2 :

(a) the Supplier shall not be liable whether in tort (including for negligence or
breach of statutory duty), contract, misrepresentation, restitution or otherwise for
any loss of profits, loss of business, depletion of goodwill and/or similar losses
or loss or corruption of data or information, or pure economic loss, or for any
special, indirect or consequential loss, costs, damages, charges or expenses
however arising under this agreement; and

(b) the Supplier's total aggregate liability in contract (including in respect of the
indemnity at clause 11.2 ), tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the
performance or contemplated performance of this agreement shall be limited to
the Charges.

12.4 Nothing in this agreement excludes the liability of the Customer for any breach,
infringement or misappropriation of the Supplier’s Intellectual Property Rights.

13. Term and termination

13.1 This agreement shall, unless otherwise terminated as provided in clause 8.1 or this
clause 13 , commence on the Effective Date and shall continue for the Subscription Term
after which it shall terminate automatically.

13.2 Without affecting any other right or remedy available to it, either party may terminate this
agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any other term of this agreement
and (if such breach is remediable) fails to remedy that breach within a period of
30 days after being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is
unable to pay its debts as they fall due or admits inability to pay its debts or is
deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986;

(c) the other party commences negotiations with all or any class of its creditors with
a view to rescheduling any of its debts, or makes a proposal for or enters into
any compromise or arrangement with its creditors other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;

(d) the other party applies to court for, or obtains, a moratorium under Part A1 of
the Insolvency Act 1986;

(e) a petition is filed, a notice is given, a resolution is passed, or an order is made,
for or in connection with the winding up of that other party other than for the sole
purpose of a scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other party;

(f) an application is made to court, or an order is made, for the appointment of an
administrator, or if a notice of intention to appoint an administrator is given or if
an administrator is appointed, over the other party (being a company,
partnership or limited liability partnership);

(g) the holder of a qualifying floating charge over the assets of that other party
(being a company or limited liability partnership) has become entitled to appoint
or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;

(i) a creditor or encumbrancer of the other party attaches or takes possession of,
or a distress, execution, sequestration or other such process is levied or
enforced on or sued against, the whole or any part of the other party's assets
and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to any of
the events mentioned in clause 13.2(b) to clause 14.2(j) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying
on all or a substantial part of its business.

13.3 On termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the
Customer shall immediately cease all use of the Services and/or the
Documentation;

(b) each party shall return and make no further use of any equipment, property,
Documentation and other items (and all copies of them) belonging to the other
party;

(c) subject to its compliance with the terms of this agreement, the Customer shall
be entitled for a period of one (1) month to continue to access any Customer
Data on the Platform but the Supplier shall be under no obligation to provide
access to or any copy of any outputs of the Services to the Customer; and

d) 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 shall
not be affected or prejudiced.

14. Force majeure

The Supplier shall have no liability to the Customer under this agreement if it is
prevented from or delayed in performing its obligations under this agreement, or from
carrying on its business, by acts, events, omissions or accidents beyond its reasonable
control, including, without limitation, strikes, lock-outs or other industrial disputes
(whether involving the workforce of the Supplier or any other party), failure of a utility
service or transport or telecommunications network, act of God, war, riot, civil
commotion, malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or
default of suppliers or sub-contractors, provided that the Customer is notified of such an
event and its expected duration.

15. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the
parties (or their authorised representatives).

16. Waiver

No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy, nor
shall it prevent or restrict the further exercise of that or any other right or remedy. No
single or partial exercise of such right or remedy shall prevent or restrict the further
exercise of that or any other right or remedy.

17. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under
this agreement are in addition to, and not exclusive of, any rights or remedies provided
by law.

18. Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes
and extinguishes all previous agreements, promises, assurances, warranties,
representations and understandings between them, whether written or oral, relating to its
subject matter.

19. Assignment

19.1 The Customer shall not, without the prior written consent of the Supplier, assign,
transfer, charge, sub-contract or deal in any other manner with all or any of its rights or
obligations under this agreement.

19.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other
manner with all or any of its rights or obligations under this agreement.

20. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between
the parties, or authorise either party to act as agent for the other, and neither party shall
have the authority to act in the name or on behalf of or otherwise to bind the other in any
way (including, but not limited to, the making of any representation or warranty, the
assumption of any obligation or liability and the exercise of any right or power).

21. Third party rights

This agreement does not confer any rights on any person or party (other than the parties
to this agreement and, where applicable, their successors and permitted assigns)
pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. Notices

22.1 Any notice required to be given under this agreement shall be in writing and shall be
delivered by hand or sent by pre-paid first-class post or recorded delivery post to the
other party at its address set out in this agreement, or such other address as may have
been notified by that party for such purposes or delivered by way of Platform.

22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if
delivery is not in business hours, at 9 am on the first business day following delivery). A
correctly addressed notice sent by pre-paid first-class post or recorded delivery post
shall be deemed to have been received at the time at which it would have been
delivered in the normal course of post. A notice sent by way of the Platform fax shall be
deemed to have been received at the time of transmission.

23. Governing law

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 the law of England and Wales.

24. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim arising out of or in connection with this
agreement or its subject matter or formation (including non-contractual disputes or
claims) provided that either party may enforce any judgement of the courts of England
and Wales in the courts of any jurisdiction.