SOFTWARE LICENCE AGREEMENT - DEVICEPILOT LIMITED This agreement ("Agreement") set out the terms on which DevicePilot Limited, a company incorporated in England and Wales whose registered company number is 08413230 and whose registered office is at 35 Royston Road, Harston, Cambridge, Cambridgeshire, CB22 7NH, U.K. (the "Supplier") makes available the Platform (as defined below), together with any additional Customer Support Services (as defined below) if applicable, to the Customer (as defined below) for the benefit of the Customer and the Users (as defined below). This Agreement, together with any documents referred to herein, shall constitute the contract between the Supplier and the Customer setting out the terms upon which the Customer may use the Platform. Any Customer seeking to use the Platform must agree to the terms set out in this Agreement, and any use of the Platform by a Customer shall be deemed to be an acceptance of this Agreement. If a Customer does not so accept or agree to the terms in this Agreement then that Customer will not be entitled to use the Platform and must stop using it immediately. 1. Definitions and interpretation 1.1 In this Agreement: - Applicable Law: means, as applicable to and binding on: (a) the Customer and/or the Supplier in the performance of their obligations under this Agreement; and/or (b) the Customer Support Services and the Platform, any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances; - AWS: means the Amazon Web Services online portal; - Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England and Wales; - Commencement Date: means the date of this Agreement; - Confidential Information: means any and all confidential information, (whether in oral, written or electronic form) including commercial, technical, tactical or strategic information of any kind or any other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other's business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party; - Customer: means a customer of the Supplier who purchases access to the Platform through AWS; - Customer Data: means all information provided by the Customer to the Supplier when using the Platform; - Customer Support Services: means customer support services to be provided by the Supplier to the Customer during the Term during normal UK office hours (9am to 5pm on Business Days); - Devices: means the devices that are or will be registered on the Platform; - Documentation: means the documents (in whatever media) provided to the Customer to facilitate use of the Platform and/or the receipt of the Customer Support Services (as applicable); - Emergency Maintenance: means non-scheduled maintenance which is required at short notice to ensure the integrity or availability of the Platform and/or any data hosted on the Platform; - Force Majeure: means an event or sequence of events beyond a party's reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party's own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party; - Infringing Data: means information or data that: (i) infringes Applicable Law; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous; - Intellectual Property Rights: means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, software right and rights in software (including source code and object code), and all similar and related rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing; - Minimum Term: means any applicable minimum term of this Agreement as specified by the Supplier in writing, whether notified on or through the Platform or separately; - Party: means a party to this Agreement and "parties" shall be construed accordingly; - Platform: means the Supplier's cloud-based software platform known as 'DevicePilot', together with any associated software applications and/or devices, which allows the Customer and the Users to register and manage Devices; - Primary Email Address: means the primary contact email address for a party as notified by that party to the other for the purposes of this Agreement; - Subscription Fee: has the meaning given in clause 8.1; - Supplier Bank Account: means the bank account of the Supplier as notified by the Supplier to the Customer in writing and/or as updated by the Supplier in writing from time to time as necessary; - Term: means the term of this Agreement as calculated in accordance with clause 2; and - Users: means the users that are authorised to use the Platform in accordance with this Agreement. 1.2 Interpretation In this Agreement: 1.2.1 a reference to a party includes that party's personal representatives, successors and permitted assigns; 1.2.2 a reference to a "person" includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; 1.2.3 a reference to a gender includes each other gender; 1.2.4 words in the singular include the plural and vice versa; 1.2.5 any words that follow "include", "includes", "including", "in particular" or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; 1.2.6 the background section and any clause or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and 1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement. 2. Duration 2.1 This Agreement will begin on the Commencement Date and shall continue: 2.1.1 for the Minimum Term and thereafter until terminated by either party on giving not less than thirty (30) days' written notice to the other; or 2.1.2 until terminated (whether during or after the Minimum Term) in accordance with clause 12.6 (data protection), clause 16 (termination) or clause 18 (force majeure). 3. Platform and availability 3.1 Throughout the Term the Supplier shall make the Platform and the Documentation available to Customer excluding: 3.1.1 scheduled maintenance; 3.1.2 Emergency Maintenance; or 3.1.3 downtime caused in whole or part by Force Majeure. 3.2 The Supplier will use reasonable endeavours to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for emergency maintenance or downtime caused by Force Majeure. 3.3 The Customer Support Services will be available to the Customer through the Supplier's customer service helpdesk. 3.4 The Customer acknowledges that the Supplier shall be entitled to modify the features and functionality of the Platform as part of its ongoing development of the Platform. The Supplier shall use reasonable endeavours to ensure that any such modification does not adversely affect the Customer's use of the Platform. 4. Devices 4.1 The number of Devices may be increased or decreased by the Customer at any time during the Term. 4.2 The Supplier shall monitor any increase or decrease in the number of Devices and shall increase or decrease the Subscription Fee accordingly in accordance with clause 8 below. 5. Supplier warranties 5.1 The Supplier warrants to the Customer that: 5.1.1 the Supplier has the right, power and authority to enter into this Agreement and grant to the Customer the rights contemplated in this Agreement and to supply the Platform; and 5.1.2 the Platform and the Customer Support Services will be supplied: (a) with reasonable care and skill; and (b) subject to clause 3.4, in accordance in all material respects with the descriptions thereof provided in the Documentation. 5.2 The Supplier does not warrant or represent that the Platform will be available at all times or free from errors and interruptions. 5.3 The warranties in this clause are subject to the Customer giving notice to the Supplier as soon as it is reasonably able upon becoming aware of the breach of warranty. When notifying the Supplier of a breach the Customer shall use its reasonable endeavours to provide the Supplier with such documented information, details and assistance as the Supplier may reasonably request. 5.4 The Supplier will not be liable under this clause or be required to remedy any problem arising from or caused by the Customer's use of the Platform or the Customer Support Services in a manner other than as reasonably directed by the Supplier. 5.5 The Customer acknowledges and agrees that: 5.5.1 the Supplier is not and cannot be aware of the extent of any potential loss resulting from any failure by the Supplier to discharge its obligations under this Agreement; 5.5.2 the Platform has not been designed to meet the Customer's individual requirements and cannot be tested in every operating environment; and 5.5.3 it is the Customer's responsibility to ensure that: (a) the facilities and functions of the Platform meet the Customer's requirements and will not cause any error or interruption in the Customer's own software or systems; and (b) the scope of the Customer Support Services meet the Customer's requirements. 5.6 Subject to clauses 5.2 to 5.5 the Supplier shall, at its option, remedy, re-perform, or refund payments made in relation to, the Platform or any Customer Support Services where the provision thereof does not comply with clause 5.1. 6. Use of the Platform 6.1 The Supplier grants the Customer a non-transferable, non-exclusive right during the Term to access and use, and allow Users to access and use, the Platform. 6.2 Prior to providing any User with access to the Platform, the Customer shall ensure that such User is aware of the terms of this Agreement, including their obligation to comply with any other User terms applicable to the Platform and notified to the Customer. The Customer shall only provide Users with access to the Platform via the access method provided by the Supplier and shall not provide access to anyone other than a User. 6.3 Except to the extent such activities are expressly agreed by the parties, the Customer's rights to benefit from the Platform does not permit it, or the Users, to: 6.3.1 copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Platform; 6.3.2 use the Platform to provide outsourced services to third parties or make it available to any third party or allow or permit a third party to do so; 6.3.3 combine, merge or otherwise permit the Platform (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it; 6.3.4 attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Platform, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and 6.3.5 to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Platform, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988. 6.4 The Customer warrants and represents that it shall, and ensure that Users shall, keep confidential and, except as provided for in this Agreement, not share with any third party any passwords or other access details provided to facilitate access to the Platform. The Customer shall contact the Supplier if updates to any list of Users given to the Supplier are required, including when Users cease to be employed or engaged by the Customer. 6.5 The Customer shall not, and shall procure that the Users shall not, introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self propagating or other such program) that may infect or cause damage to the Platform or the Supplier's systems or otherwise disrupt the provision of the Platform or the Customer Support Services. 6.6 The Supplier reserves the right to monitor usage by the Customer and all Users (by way of audits or otherwise) during the term of this Agreement for the purpose of (among others) ensuring compliance with the terms of this Agreement. Any audit may be carried out by the Supplier or a third party authorised by the Supplier. If any audit reveals that any password has been provided to an individual that is not a User, the Customer shall, without delay, disable any such passwords and notify the Supplier immediately. 7. Suspension of access and/or withholding of Customer Support Services 7.1 The Supplier may: 7.1.1 suspend, deny or block access to the Platform in respect of all or some of the Users, including by blocking, without prior notification, the IP addresses that the Customer or Users used to access the Platform; and/or 7.1.2 withhold any further Customer Support Services, if: 7.1.3 the Supplier suspects that there has been any misuse or unauthorised use of the Platform by the Customer or Users; or 7.1.4 the Supplier suspects that there has been a breach of this Agreement or the Documentation; or 7.1.5 the Customer fails to pay any sums due to the Supplier by the due date for payment. 7.2 The Supplier will notify the Customer or the affected Users as soon as possible after suspending the Platform and/or withholding Customer Support Services under clause 7.1. 7.3 Where the reason for the suspension or withholding is suspected misuse of the Platform or breach of this Agreement the Supplier shall, without prejudice to its rights under clause 16, take steps to investigate the issue and may restore or permanently suspend access or withhold Customer Support Services at its discretion. If the Supplier considers it appropriate to permanently suspend access to all Users, it will notify the Customer in writing and this Agreement will terminate immediately on service of such notice. 7.4 In relation to suspensions or withholdings under clause 7.1.5, the Supplier shall restore access to the Platform and provision of the Customer Support Services promptly after the Supplier receives payment in full and cleared funds, however this duty on the Supplier is subject to the Supplier's right to terminate for non-payment under clause 16.1.2 below. 7.5 The Subscription Fee shall remain payable during any period of suspension notwithstanding that the Customer or some of the Users may not have access to the Platform. 8. Fees and payment 8.1 The Customer shall pay the Supplier the fee for use of the Platform which is calculated by reference to (without limitation) the number of registered Devices ("Subscription Fee"). 8.2 The Supplier shall be entitled to change its pricing model with the result that there is an increase the Subscription Fee at any time. 8.3 The Customer shall pay the Subscription Fee in accordance with the applicable payment terms of AWS. 8.4 All prices are exclusive of value added tax (if any) or any other locally applicable equivalent sales taxes (VAT), which is payable by the Customer in addition at the rate and in the manner from time to time prescribed by law. 8.5 Amounts payable to the Supplier under this Agreement shall be paid into the Supplier Bank Account by electronic funds transfer unless otherwise notified by the Supplier to the Customer in writing in accordance with this Agreement. 8.6 If sums due under this Agreement are not paid in full by the due date: 8.6.1 the Supplier may, without limiting its other rights, charge interest on such sums at four percent (4%) a year above the base rate of the Bank of England from time to time in force, and 8.6.2 interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment. 9. Supplier Intellectual Property Rights 9.1 Except as expressly stated in this clause 9, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement. 9.2 All Intellectual Property Rights in and to the Platform, Documentation or any part of the Customer Support Services belong to and shall remain vested in the Supplier. To the extent that the Customer acquires any Intellectual Property Rights in the Platform, Documentation or any part of the Customer Support Services, the Customer shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier. The Customer shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause. 9.3 Subject to clause 9.2 and any other terms expressly agreed by the parties in writing, each party grants to the other a licence of such of its Intellectual Property Rights as are necessary to enable the other party to fulfil its obligations under this Agreement or provide or make use of the Platform, Documentation or any part of the Customer Support Services supplied under this Agreement, but not otherwise. 9.4 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that the Customer's use of the Platform and/or the performance or the benefit of the Customer Support Services infringes the Intellectual Property Rights of any third party ("IPR Claim"), provided that the Supplier shall have no such liability if the Customer: 9.4.1 has caused or contributed in any material way to the IPR Claim by not using the Platform or the Customer Support Services in accordance with this Agreement or the Documentation; 9.4.2 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible; 9.4.3 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier; 9.4.4 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the relevant IPR Claim; or 9.4.5 does not, at the Supplier's request and own expense, give the Supplier all reasonable assistance in the circumstances described above. 9.5 If any IPR Claim is made or is reasonably likely to be made against the Customer, the Supplier shall promptly and at its own expense, at its option either: 9.5.1 procure for the Customer the right to continue using the Platform and/or receiving the benefit of the relevant Customer Support Services; or 9.5.2 modify or replace the infringing part of the Platform, Documentation and/or Customer Support Services (provided that doing so does not adversely affect the functionality and/or benefit of the same as set out in this Agreement) so as to avoid the infringement or alleged infringement, provided that if, the Supplier having used its reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the Subscription Fees paid by the Customer in respect of the Platform and/or the relevant Customer Support Services (as applicable). Together with the indemnity given above, this shall be the Customer's sole and exclusive remedy in respect of the Platform and/or Customer Support Services infringing any Intellectual Property Rights of any third party. 10. Customer Data 10.1 The Customer shall not use, and shall procure that Users do not use, Infringing Data on the Platform. 10.2 The Customer shall retain ownership of all Customer Data and all rights therein. The Customer grants a royalty-free, transferable, non-exclusive licence for the term of this Agreement to the Supplier to use the Customer Data to the extent necessary to provide the platform and perform the Customer Support Services (as applicable). 10.3 The Customer acknowledges that the Supplier has no control over any Customer Data hosted as part of the provision of the Platform and, although it reserves the right to do so, the Supplier does not actively monitor the content of the Customer Data. 10.4 The Supplier shall notify the Customer immediately if it becomes aware of any allegation that any Customer Data may be Infringing Data and the Supplier shall have the right to remove such Customer Data from the Platform without the need to consult the Customer. 10.5 The Supplier reserves the right to disclose Customer Data to law enforcement officials and/or HMRC in the investigation of fraud or other alleged unlawful activities. 10.6 The Customer shall indemnify the Supplier from and against all loss caused to the Supplier as a result of the use by the Customer or a User of Infringing Data on the Platform. 11. Information security 11.1 The Supplier shall be responsible for taking reasonable and prudent measures to safeguard the security of the Customer Data in its possession, including maintaining appropriate firewalls, encryption and anti-virus protection. 11.2 The Supplier shall notify the Customer as soon as possible upon discovery of any data security incident impacting the Customer Data. 11.3 The Supplier shall not be responsible for any loss or damage to Customer Data to the extent that such loss or damage was caused by: 11.3.1 an action or omission of the Customer or a third party (other than a subcontractor or representative of the Supplier); or 11.3.2 Force Majeure. 12. Data protection 12.1 Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with all applicable Privacy and Data Protection Requirements. 12.2 For the purpose of this clause: 12.2.1 "Privacy and Data Protection Requirements" means: the Data Protection Act 1998 (until repealed) ("DPA"), the Data Protection Directive (95/46/EC) (until repealed) and, from 25 May 2018, the General Data Protection Regulation 2016/679 ("GDPR") or any equivalent provision which may replace the GDPR following the formal political separation of the United Kingdom from the European Union; the Regulation of Investigatory Powers Act 2000; the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699); the Electronic Communications Data Protection Directive (2002/58/EC); the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003); and all applicable laws and regulations which may be in force from time to time relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction; and 12.2.2 "data controller", "data processor", "data subject", "Information Commissioner", "personal data" and "processing" shall have the meanings given to them in the DPA or, from 25 May 2018, the GDPR. 12.3 The parties agree that the Customer is the data controller in respect of any personal data that the Supplier processes in the course of providing services for the Customer (other than business contact data processed by the Supplier to allow it to manage the Customer's account). 12.4 Accordingly, the Supplier agrees that it shall: 12.4.1 only carry out processing of personal data in respect of which the Customer is the data controller on the Customer's instructions from time to time, such instructions at the date of this Agreement being to process the personal data in order to provide the Platform and the Customer Support Services to the Customer and the Users (as applicable) in accordance with the Documentation and to enable the Platform to respond to automated requests by Users as part of their normal use of the Platform; 12.4.2 implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and accidental destruction or loss, so as to allow the Customer to comply with the seventh data protection principle set out in Schedule 1 to the DPA; 12.4.3 include in any contract with any subcontractors who shall process such personal data directly or indirectly on the Customer's behalf, provisions which are at least equivalent to those in this clause 12.4; 12.4.4 as soon as reasonably practicable refer to the Customer any requests, notices or other communication from data subjects, the Information Commissioner or any other law enforcement authority, for the Customer to resolve. 12.5 The Customer acknowledges and agrees that the Supplier may be required to transfer personal data which it processes on the Customer's behalf to countries outside the European Economic Area. The Supplier shall ensure that any such transfer will be undertaken in accordance with the applicable Privacy and Data Protection Requirements. 12.6 The Customer consents to the Supplier's use of subcontractors in accordance with clause 12.4.3.. 13. Confidentiality 13.1 Each party ("Receiving Party") agrees that it may use the Confidential Information of the other party ("Disclosing Party") only in the performance of its rights and obligations under this Agreement and that it shall not disclose the Disclosing Party's Confidential Information except in accordance with this clause 13. 13.2 The Receiving Party may disclose the Disclosing Party's Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the Disclosing Party's confidential information in order to perform the Receiving Party's rights and obligations under this Agreement provided that the Receiving Party shall ensure that each of its employees, officers, advisers, agents or representatives to whom the Disclosing Party's Confidential Information is disclosed is aware of its confidential nature and complies with this clause 13 as if it were a party to this Agreement. 13.3 Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction. 13.4 Subject to clause 18.1 (force majeure), each party (the "Indemnifier") shall indemnify the other from and against any losses, damages, liability, costs (including legal fees) and expenses which the other party may incur or suffer as a result of or arising from any breach by the Indemnifier of its obligations under this clause 13. 14. Announcements 14.1 The Customer agrees to make a press release in respect of its relationship and the value of the Agreement herein with the Supplier and shall endeavour to do so within thirty (30) days of signature hereof. 14.2 During the term of the Agreement, and typically after a six to twelve (6-12) month period, the Customer shall also publish a case study covering such topics as the challenges faced, the decision criteria, benefits delivered and experience of working with the Supplier. The wording of this press release, case study and any other planned press release, case study or publicity statement intended to be made by either party in relation to their relationship with the other, shall be submitted to the other party at least five (5) Business Days prior to the planned release date. Following delivery of such information the parties will consult with each other and will attempt to agree the final form of such wording. 14.3 Any press release, case study or publicity statement intended to be made by either party under this clause 14 shall be subject to the parties' obligations in relation to the protection of Confidential Information under clause 13. 15. Limitation of liability 15.1 Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following: 15.1.1 death or personal injury caused by negligence; 15.1.2 fraud or fraudulent misrepresentation; or 15.1.3 any other losses which cannot be excluded or limited by Applicable Law. 15.2 Subject to clause 15.1, the Supplier's total liability to the Customer whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with the Platform or the Customer Support Services or other performance or non-performance of the Supplier's obligations under this Agreement: 15.2.1 shall not exceed: (a) an amount equal to the Subscription Fees paid to the Supplier in the twelve (12) month period immediately preceding the first incident giving rise to the loss, or (b) for incidents occurring in the first twelve (12) months of this Agreement, an amount equal to the paid and projected Subscription Fees for that period; and 15.2.2 in any event shall not extend to: (a) loss of profits, loss of revenue, loss of business, loss of goodwill, loss of contracts, loss of anticipated savings, loss of production or loss of or corruption to data; or (b) any special, indirect or consequential loss or damage whatsoever. 15.3 Except as expressly stated in this Agreement, and subject to clause 15.1, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. 16. Termination 16.1 Either party may terminate this Agreement at any time by giving notice in writing to the other if the other party: 16.1.1 commits: (a) a material breach of this Agreement (other than failure to pay); or (b) a series of breaches (other than failure to pay) which together may reasonably be considered to constitute a material breach of this Agreement, and such breach is not remediable or, if capable of remedy, is not remedied within twenty (20) Business Days of receiving written notice to do so; or 16.1.2 has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within thirty (30) days after the other party has given notification that the payment is overdue; or 16.1.3 any consent, licence or authorisation held by that party is revoked or modified such that it is no longer able to comply with its obligations under this Agreement or access and/or use the Platform or the Customer Support Services; or 16.1.4 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of that party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of that party's assets or that party enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or 16.1.5 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clause 16.1.4 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process. 16.2 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate this Agreement under this clause 16, it shall immediately notify the Supplier in writing. 16.3 Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination. 17. Exit and return of Customer Data 17.1 In the event of termination of this Agreement for any reason: 17.1.1 the right to access the Platform provided under this Agreement shall terminate immediately; 17.1.2 the Supplier shall immediately cease performing the Customer Support Services; 17.1.3 the Customer shall within seven (7) days return or destroy (at the Supplier's option) all the Supplier's Confidential Information or Documentation in its possession or under its control and all copies of such information; and 17.1.4 all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect. 17.2 On the termination or expiry of this Agreement for any reason, the Supplier shall at the Customer's cost return or destroy (at the Customer's option) all Customer Data. 18. Force Majeure 18.1 A party shall not be liable or be deemed to be in breach of this Agreement if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it: 18.1.1 promptly notifies the other party of the Force Majeure event and its expected duration; and 18.1.2 uses best endeavours to minimise the effects of that event. 18.2 If, due to Force Majeure, a party: 18.2.1 is or shall be unable to perform a material obligation under this Agreement; or 18.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding thirty (30) days or a total of more than thirty (30) days in any consecutive period of ninety (90) days; the parties shall, if requested by the party not affected by the Force Majeure within thirty (30) days, renegotiate this Agreement to achieve, as nearly as possible, the original commercial intent. 19. Notices 19.1 Notices under this Agreement shall be in writing and sent to a party's address as set out on the first page of this Agreement or to a party's Primary Email Address. Alternatively, notices may be sent to any other address or email address as previously notified in writing by a party to the other for the purposes of this clause 19. 19.2 Notices may be given, and shall be deemed received: 19.2.1 by first-class post: two (2) Business Days after posting; 19.2.2 by airmail: seven (7) Business Days after posting; 19.2.3 by hand: on delivery; and 19.2.4 by email: on receipt of a delivery confirmation notification from the correct email address of the intended recipient confirming that the notice has been sent to that email address. 19.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged, as the case may be. 19.4 This clause does not apply to notices given in legal proceedings or arbitration. 20. Entire agreement 20.1 The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. 20.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement, except in the case of fraudulent misrepresentation. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement. 21. Assignment 21.1 The Customer may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier's prior written consent, such consent not to be unreasonably withheld or delayed. 21.2 The Supplier may perform any of its obligations and exercise any of its rights granted under this Agreement through any associate or subcontractor. The Supplier acknowledges and agrees that any act or omission of such associate or subcontractor in relation to the Supplier's rights or obligations under this Agreement shall be deemed to be an act or omission of the Supplier itself. 22. Severability 22.1 Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced): 22.1.1 the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and 22.1.2 without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible. 23. General 23.1 Amendment - this Agreement may only be amended in writing signed by duly authorised representatives of each of the parties. Such amendment will only take effect when signed by duly authorised representatives of each of the parties. 23.2 No partnership or agency - the parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf. 23.3 Waiver - no failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy. 23.4 Set off - each party must pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law. 23.5 Third party rights - except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement. 23.6 Compliance with law - the Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with this Agreement. 24. Governing law This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. 25. Jurisdiction The parties irrevocably agree 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, its subject matter or formation (including non-contractual disputes or claims).