WorXflo Terms and Conditions

THESE TERMS GOVERN CUSTOMER’S ACCESS TO AND USE OF THE SERVICES AND ARE AN AGREEMENT BETWEEN CUSTOMER AND SUPPLIER (AS DEFINED BELOW). CUSTOMER ACCEPTS THIS AGREEMENT AND ITS TERMS EITHER BY: (I) CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (II) ISSUING A PURCHASE ORDER IN REPLY TO SUPPLIER’S QUOTE; OR (III) CREATING AN ACCOUNT OR SUBSCRIPTION FOR THE SERVICES; OR (IV) ACCESSING OR USING THE SERVICES. IF CUSTOMER DOES NOT AGREE TO OR ACCEPT THIS AGREEMENT, CUSTOMER MUST NOT USE THE SERVICES. WE RECOMMEND THAT CUSTOMER PRINTS A COPY OF THESE TERMS FOR FUTURE REFERENCE.

Background

(A) The Supplier has developed a total business data management platform, website, online tools, application programming interfaces (APIs) and other services delivered directly or in conjunction with third parties and any updates or supplements, plus the content, features, tools, data, storage, support and integrations which it makes available to subscribers via the internet on a pay-per- use basis. (B) The Customer wishes to use the Supplier's service in its business operations. (C) The Supplier has agreed to provide and the Customer has agreed to take and pay for the Supplier's service subject to the terms and conditions of this agreement. Agreed terms

1. Interpretation

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

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 3.2(d).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly, and controls, controlled and the expression change of control shall be interpreted accordingly. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause12.1. Contract year: a 12 month period commencing on the Effective Date or any anniversary of it. Customer: means the person or entity placing an order with the Supplier as set out in the Quote or Customer’s purchase order. 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 Processing Addendum: means the data processing addendum between the parties found [here] Documentation: the document(s) and other materials made available to the Customer by the Supplier online via https://worxflo.com/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services. Effective Date: thirty days from the start of the Trial Period. Initial Subscription Term: the initial term of this agreement as set out in the Quote. Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day. Renewal Period: the period described in clause 15.1. Quote: means a written or electronic statement issued by the Supplier to the Customer setting out the proposed fees, charges, scope of Services, and any applicable terms and conditions for the provision of the Services. A Quote shall not constitute a binding offer unless expressly stated to be valid for acceptance within a specified period and shall be subject to the Supplier’s final confirmation and the

conclusion of a contract between the Parties as set out in these Terms and Conditions. Services: the subscription services provided by the Supplier to the Customer under this agreement via https://worxflo.com/ or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation. Software: the online software applications provided by the Supplier as part of the Services. Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in the Quote. Subscription Term: has the meaning given in clause 15.1 (being the Initial Subscription Term together with any subsequent Renewal Periods). Supplier: means Stidston Limited, company number 13242441, whose registered office address is 43 Merchant Gate, Bedford, Bedfordshire, England MK40 1AS, trading as WorXflo. Trial Start Date: means the date the Supplier makes the Service available for use by the Customer. User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 10.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement. 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.

1.2 Clause, schedule and paragraph 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) and that person's legal and personal representatives, successors or permitted assigns.

1.4 A reference to a company includes any company, corporation or other body

corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular includes the plural and

in the plural includes the singular.

1.6 Unless the context otherwise requires, a reference to one gender includes a

reference to the other genders.

1.7 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.

1.8 A reference to a statute or statutory provision includes all subordinate legislation

made as at the date of this agreement under that statute or statutory provision.

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

1.10 References to clauses and schedules are to the clauses and schedules of this

agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. Free Trial

2.1 The Customer shall be entitled to access and use the Services on a trial basis for

a period of thirty (30) days commencing on the Trial Start Date (“Trial Period”). During the Trial Period, the Supplier shall provide the Services in accordance with the terms of this agreement, except that: (a) the Supplier shall have no liability to the Customer for any loss, damage, or claims arising out of or in connection with the Customer’s use of the Services during the Trial Period, whether in contract, tort (including negligence), or otherwise; and (b) the Customer shall not be required to pay any Subscription Fees in respect of the Services during the Trial Period.

2.2 Upon expiry of the Trial Period, the Initial Subscription Term shall automatically

commence unless either party notifies the other in writing prior to the end of the Trial Period that it does not wish to proceed with the full provision of the Services, in which case this agreement shall terminate without further obligation on either party and any Customer information and/or Customer Data will be immediately and irrevocably deleted by the Supplier.

3. User Subscriptions

3.1 Subject to the Customer purchasing (except with respect to a Free Trial) the User

Subscriptions in accordance with clause 4.3 and clause 10.1, the restrictions set out in this clause 3 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to access and use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

3.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than 180 days and that each Authorised User shall keep their password confidential; (d) it 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; (e) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with

this agreement. Each such audit may be conducted no more than once per annum, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; (f) if any of the audits referred to in clause 3.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (g) if any of the audits referred to in clause 3.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in the original Quote within 10 Business Days of the date of the relevant audit.

3.3 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.

3.4 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, the Services 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 the Services; 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 23.1, 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, other than as provided under this clause 3; or (f) introduce or permit the introduction of any Virus into the Services or the Supplier's network and information systems.

3.5 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.

3.6 The rights provided under this clause 3 are granted to the Customer only, and shall

not be considered granted to any subsidiary or holding company of the Customer.

4. Additional user subscriptions

4.1 Subject to clause 4.2 and clause 4.3, the Customer may, from time to time during

any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Quote and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

4.2 If the Customer wishes to purchase additional User Subscriptions, the Customer

shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request (such approval not to be unreasonably withheld). Where the Supplier approves the request, the Supplier shall activate the additional User Subscriptions within 2 Business Days of its approval of the Customer's request.

4.3 If the Supplier approves the Customer's request to purchase additional User

Subscriptions, the Customer 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 set out in writing by the Supplier and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

5. Services

5.1 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.

5.2 The Supplier shall use commercially reasonable endeavours to make the Services

available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

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

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

6. Data Protection

Each party will comply with the Data Processing Addendum, and references in the Data Processing Addendum to the “Master Agreement” shall be construed as

references to this Agreement. Any Personal Data used to provide the Services shall be handled in accordance with the requirements of the Data Processing Addendum.

7. 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.

8. Supplier's obligations

8.1 The Supplier shall perform the Services substantially in accordance with the

Documentation and with reasonable skill and care.

8.2 The Supplier's obligations at clause 8.1 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 terms of clause 7.1, Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 8.1.

8.3 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 Customer's requirements; or (iii) the Software or the Services will be free from Viruses. (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.

8.4 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.

8.5 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.

8.6 The Supplier shall develop a backup schedule in respect of the Services as set out

in Schedule 1 (Back-Up Policy), perform scheduled backups, provide routine and emergency data recovery and manage the archiving process for the Customer Data. The backup schedule shall include daily full backups (Data Backups). 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 the archiving procedure described in the Back-Up Policy. 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. Customer is responsible for maintaining appropriate backups of its own data.

9. Customer's obligations

9.1 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 and the Supplier shall not be liable for any failure to deliver any or all of the Services to the extent caused by Customer’s delay; (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.

9.2 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.

10. Charges and payment

10.1 The Customer shall pay the Subscription Fees to the Supplier for the User

Subscriptions in accordance with this clause 10 and the Quote. (a) The Customer shall on or before the Effective Date provide to the Supplier an official Customer purchase order containing information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details. (b) The Supplier shall invoice the Customer for the Subscription Fees monthly in advance throughout the Initial Subscription Term and any subsequent Renewal Period and the Customer shall pay each invoice on the 6th of the month in which the invoice is issued.

10.2 If the Supplier has not received payment within 14 days after the due date, and

without prejudice to any other rights and remedies of the Supplier: (a) the Supplier may, on no less than 5 Business Days' notice to the Customer and without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

10.3 All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling; (b) are, subject to clause 14.4(b), non-cancellable and non-refundable; (c) are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

10.4 If, at any time whilst using the Services, the Customer’s disk storage is deemed by

the Supplier to be abusive or excessive beyond fair and reasonable usage, the

Supplier shall be entitled to charge the Customer, and the Customer shall pay, the Supplier's then current excess data storage fees.

10.5 The Supplier shall be entitled to increase the Subscription Fees, the fees payable

in respect of the additional User Subscriptions purchased pursuant to clause 4.3, the support fees payable pursuant to clause 5.3 and/or the excess storage fees payable pursuant to clause 10.4 at the start of each Renewal Period upon 90 days' prior notice to the Customer and the Quote shall be deemed to have been amended accordingly.

11. Proprietary rights

11.1 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.

11.2 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.

12. Confidentiality

12.1 Confidential Information means all confidential information (however recorded

or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with the provision by the Supplier and receipt by the Customer of the Services, including but not limited to: (a) the existence and terms of this agreement; (b) any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, assets, affairs, customers, clients, suppliers, of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;

(c) any information developed by the parties in the course of carrying out this agreement; and (d) any information detailed in Schedule 1. Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

12.2 The provisions of this clause shall not apply to any Confidential Information that:

(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause); (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; (d) the parties agree in writing is not confidential or may be disclosed; (e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.

12.3 Each party shall keep the other party's Confidential Information secret and

confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 12.

12.4 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 the disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 12.4, it takes into account

the reasonable requests of the other party in relation to the content of the disclosure.

12.5 Each party reserves all rights in its Confidential Information. No rights or

obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party, or to be implied from this agreement.

12.6 On termination or expiry of this agreement, each party shall:

(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; (b) erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and (c) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

12.7 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.

12.8 Except as expressly stated in this agreement, no party makes any express or

implied warranty or representation concerning its Confidential Information.

12.9 The above provisions of this clause 12 shall continue to survive for a period of two

years from termination or expiry of this agreement.

13. Indemnity

13.1 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.

13.2 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 third party United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or other intellectual property right, 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.

13.3 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.

13.4 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; or (d) the Customer Data; or (e) the Customer's breach of this agreement.

13.5 The foregoing and clause 14.4(b) state 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 or alleged infringement of any third party patent, copyright, trade mark or database right by the Supplier.

14. Limitation of liability

14.1 The following definitions apply in this clause 13:

(a) liability: every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise; and (b) default: any act or omission resulting in one party incurring liability to the other.

14.2 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 Customer Data, 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.

14.3 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.

14.4 Subject to clause 14.2 and clause 14.3:

(a) the Supplier shall have no liability for any: (i) loss of profits, (ii) loss of business, (iii) wasted expenditure, (iv) depletion of goodwill and/or similar losses, (v) loss or corruption of data or information, or (vi) any special, indirect or consequential loss, costs, damages, charges or expenses; and (b) the Supplier's total aggregate liability to the Customer (including in respect of the indemnity at clause 13.2), in respect of all defaults shall not exceed the cap. (c) In clause 13.4(b), the cap is the total Subscription Fees paid in the Contract Year in which the defaults occurred.

14.5 Nothing in this agreement excludes the liability of the Customer for any breach,

infringement or misappropriation of the Supplier’s Intellectual Property Rights.

15. Term and termination

15.1 This agreement shall, unless otherwise terminated as provided in this clause 15,

commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

15.2 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 fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment; (b) 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 7 days after being notified in writing to do so; (c) 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 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay their debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (d) 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; (e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) 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; (g) 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); (h) 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; (i) 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; (j) 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; (k) 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 15.2(c) to clause 15.2(j) (inclusive); (l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; (m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or (n) there is a change of control of the Customer.

15.3 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) the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Supplier shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; 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.

16. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 30 days, the party not affected may terminate this agreement by giving not less than 7 days' written notice to the affected party.

17. Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement prevail.

18. Variation

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

19. Waiver

19.1 A waiver of any right or remedy is only effective if given in writing.

19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy

does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

20. 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.

21. Severance

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

unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

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

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

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

22. Entire agreement

22.1 This agreement constitutes the entire agreement between the parties and

supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

22.2 Each party acknowledges that in entering into this 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 this agreement.

22.3 Each party agrees that it shall have no claim for innocent or negligent

misrepresentation or negligent misstatement based on any statement in this agreement.

22.4 Nothing in this clause shall limit or exclude any liability for fraud.

23. Assignment

23.1 The Customer shall not, without the prior written consent of the Supplier, assign,

transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

23.2 The Supplier may at any time assign, mortgage, charge, subcontract, delegate,

declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.

24. 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).

25. Third party rights

25.1 This agreement does not give rise to any rights under the Contracts (Rights of

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

26. Notices

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

writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the following addresses (or an address substituted in writing by the party to be served): (i) The Supplier: andrew.murphy@WorXflo.com and legal@worxflo.com (ii) The Customer at the Customer’s registered office address or such other address as notified to the Supplier in writing from time to time.

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

26.3 This clause does not apply to the service of any proceedings or other documents

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

27. 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 interpreted in accordance with the law of England and Wales.

28. 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).

Schedule 1 – Back Up Policy

1. Server Location and Infrastructure

(for security reasons these are only available on request).

resilience against hardware failure.

2. Data Backup Procedures

at a different site to provide additional redundancy.

server.

3. Retention and Recovery

writing.

Supplier shall use the most recent backup to restore services.

4. Recovery Objectives (Standard Baseline Option)

services within 24 hours following a critical system failure.

than 24 hours of data is lost in the event of a system failure.

5. Responsibilities

ensuring that backups are performed in accordance with this policy.

platform complies with applicable laws and contractual obligations.

6. Limitations

This Backup Policy does not constitute a guarantee of uninterrupted service or absolute data recovery.The Supplier shall not be liable for data loss arising from factors outside its reasonable control, including but not limited to force majeure events, malicious third-party attacks, or Customer-side errors.


Call