NOVIDIAN - TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

NOVIDIAN - TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

1. DEFINITIONS AND INTERPRETATION

1.1. In these terms and conditions the following definitions apply unless otherwise stated:

‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

‘Bribery Laws’ means the Bribery Act 2010 and any applicable laws in connection with bribery or anti-corruption;

‘Client’ means the individual or business entity who purchases Services from Novidian including CTO in your pocket access

‘Confidential Information’ means any commercial, financial or technical information, know-how, specifications, inventions, processes, initiatives relating to (a) a party's business including but not limited to its operations, customers and clients, products or services, or (b) to the Services or which otherwise develop pursuant to the parties carrying out their respective obligations under the Contract and (c) the Protected Data, which is obviously confidential in nature or has been identified as confidential;

'Contract' means the contract between Novidian and the Client for the supply of Services and is composed of these Terms together with the Contract Schedule.

‘Contract Schedule’ means the agreed schedule setting out details of the Services and the Fees;

‘Control’ means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;

‘Company’ means Novidian Ltd a Company registered in England and Wales with company number 16299820. The registered office is c/o Pomegranate Consulting, 6th Floor, 49 Peter Street, Manchester, M2 3NG, England. Trading as ‘Novidian’.

‘Data Controller’ has the meaning set out in Article 4 of the UK GDPR.

‘Data Protection Law’ means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended, and any other applicable law relating to the processing, privacy and/or use of Personal Data in the UK and any laws which implement or supplement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

‘Data Processor’ has the meaning set out in Article 4 of the UK GDPR.

‘Data Subject’ an individual who is the subject of Personal Data.

‘Fees’ means the agreed fees payable by the Client to the Company for carrying out the Services, as set out in the Contract Schedule;

'Force Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport 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, epidemic or pandemic (including SARS-CoV-2 – ‘Covid 19’), or default of suppliers or subcontractors.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Personal Data’ has the meaning set out in Article 4 of the UK GDPR;

‘Protected Data’ means Personal Data received from or on behalf of the Client in connection with the performance of the Company's obligations under the Contract;

‘Services’ means the services the Company will provide to the Client as specified in the Contract Schedule;

‘Sub Processor’ means any agent, consultant, sub-contractor, or third party (excluding its employees) engaged by the Company for carrying out any processing actvities on behalf of the Client in respect of the Protected Data;

‘Terms’ means these terms and conditions as updated from time to time by the Company;

‘UK GDPR’ means the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018;

‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.

1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.

1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.

1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

2. TERMS AND CONDITIONS

2.1. These Terms apply to and form part of the Contract between the Client and the Company. They apply to the exclusion of any other terms that the Client may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2. The Contract or any part thereof including these Terms and the Contract Schedule may only be varied by express written agreement between the Company and the Client.

3. SUBSCRIPTION

3.1 Subject to you purchasing the Subscriptions in accordance with the terms and conditions of our agreement, we hereby grant to you a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Term.

3.2 Each Authorised User shall be approved (such approval not to be unreasonably withheld) by us prior to them accessing the Services. When such persons are approved by us, we shall send to them via e-mail login details for access to the Services.

3.3 You shall not, and you shall procure that the Authorised Users do not except to the extent expressly permitted under our agreement, 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 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 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 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

3.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other thana s provided under this clause 3.

3.5 You shall use all reasonable endeavors 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 us.

3.6 The rights provided under this clause 3 are granted to you and shall also be deemed granted to any subsidiary or holding company of yours.

3.7 The Order form constitutes the agreed services between the Company and the Client and for the Client to purchase those Services, in accordance with these Terms.

3.8 The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the order form or terms and conditions. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.

3.9 Marketing and other promotional material relating to the Services are illustrative only and do not form part of the Contract.

3.10 The platform is a technology advisory platform and does not provide either legal nor financial advice. Any information, guidance, or recommendations offered through the platform are for informational purposes only and should not be construed as legal or financial counsel. Users are advised to consult a qualified legal or financial professional for any legal or financial matters or decisions.

4. CHANGES TO SUBSCRIPTION

4.1 At the end of your initial period of the Term as agreed, you may move your subscription to rolling monthly with a 30 day notice period.

4.2 You may, from time to time during the Term, wish to upgrade your Subscriptions. In the event of such requirements, you must provide at least 10 (ten) working days' written notice.

4.3 The Company reserves the right to increase the subscription fees at the beginning of each renewal term. Any such increase will not exceed the greater of the percentage increase in the Consumer Price Index (CPI) for the preceding 12-month period, or 5%.

5. THE COMPANY'S OBLIGATIONS AND WARRANTIES

5.1. The Company warrants that it will provide the Services as agreed using all due reasonable care and skill.

5.2. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law or regulation.

5.3. The Company shall not be liable for any delay in or failure of performance caused by:

1) the Client's failure to make the available to the Company any business system, officers or personnel, such as is required for the Company to supply to Services;

2) the Client's failure to prepare the business systems, officer or personnel in accordance as required for the performance of the Services;

(c) the Client's failure to provide the Company with adequate instructions for performance of the Services;

(d) Force Majeure.

5.5 The Company may appoint workers, agents and/ or sub contractors on its behalf to assist with provision of the Services provided always that the Company shall be liable to the Client for the acts or omissions thereof.

5.6 Except as set out in this clause 4, the Company gives no warranties and makes no representations in relation to the Services, and all warranties and conditions (including the conditions implied by ss 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

6. CLIENT'S OBLIGATIONS

6.1. The Client shall promptly provide all necessary assistance and information to the Company, as reasonably required by the Company to facilitate the provision of the Services generally. shall have sole responsibility for ensuring the accuracy and completeness of all information provided to the Company and warrants and undertakes that the Client's employees assisting in the execution of the service have the necessary skills and authority to do so.

6.2. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Legislation, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation.

6.3. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing any technical changes recommended by the Company.

6.4. The Company require that prior notice be given for any changes that may affect the Services supplied. If alterations are made by the Client or a third party, the Company cannot be held responsible.

6.5. The Client shall ensure that all instructions and directions given by the Company, in order that the Company may properly supply the Services, are followed and completed in a timely manner and of the standard necessary to meet the Company's requirements.

7. NOT USED

8. PRICES

8.1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other duties. In the event that any relevant duties are introduced or changed after the conclusion of the Contract Schedule, the Company shall be entitled to adjust the agreed prices accordingly.

8.2. The Client acknowledges that certain Services may involve the licensing of third-party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third party owners and licensors.

8.3. The price stated in the order form shall be based on a 12-month subscription

9. PAYMENT

9.1. The company shall pay the subscription monthly in advance of service performance.

9.2. Failed payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to either suspend provision of the Services, or to affirm the service and assert the usual remedies for breach.

9.3. In the event that the Services cannot be delivered either in full or in part due to the Client's failure to assist or delay in assisting in the execution of the service, the Company shall be entitled to continue to receive the full monthly fee for the duration of the subscription.

10. DELAYS AND OTHER ISSUES

10.1. Any complaints concerning alleged delays or breaches of Contract must be submitted as soon as is reasonably practicable after the time when the Client became or should have become aware of the matter in issue. If the Client fails to bring the defect to the attention of the Company within 48 hours of its occurrence, then the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.

10.2. The Client hereby acknowledges that certain Services may be reliant upon goods, software and/or services provided by third parties (‘Third Party Services’). The Client acknowledges that any such Third Party Services will be governed by that third parties’ terms and conditions, that the Company cannot provide any warranties in respect of the Third Party's Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client's business purposes or risk management policies.

10.3. The Company's only responsibility to the Client in respect of the recommendation and/or use of any Third Party Services is to take reasonable care and skill when selecting and recommending any providers of the same.

10.4. The Client's exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 9 and, if the remedies set out in these Terms have been exhausted, the Client's final remedy is limited to termination of the Contract and the Company's sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 10 below.

11. LIABILITY

11.1. Nothing in this agreement limits or excludes the Company's liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 or any other liability which cannot be limited or excluded by applicable law.

11.2. Subject to Clause 10.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:

1) Any indirect or consequential loss arising under or in relation to the Contract;

2) Loss of profits; loss of anticipated savings; loss of business opportunity or good will;

11.3. Subject to clause 10.1 and 10.2 above, the Company's total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise arising under or in connection with this agreement shall not in any event exceed the total sum invoiced for the Services.

12. OTHER LIMITATIONS OF LIABILITY

12.1 The Company shall not be liable for downtimes, interference in the form of hacking, viruses, disruptions, interruptions, faulty third-party software, websites on which a service is dependent or other deliveries from any third party. The Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately in accordance with these Terms or (at the Company's discretion).

12.2. The Company shall not be liable for any changes made without notice by the Client or a third party employed by the Client such that adversely affects the Services delivered by the Company. Preceding or subsequent work connected with any adjustments required as a result of such changes shall be charged separately to the Client in accordance with these Terms at the Company's discretion.

12.3. The Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

13. INTELLECTUAL PROPERTY RIGHTS

13.1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any data or other materials to the Company for incorporation into the Services (‘Materials’)and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials for the purposes of providing the Services for the duration of the Contract.

13.2. The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of or infringe any other third-party rights. Where the Company is not satisfied that the Client has done so, it shall be entitled to reject and delete such material without incurring any liability. In addition, the Company shall be entitled to cancel the Contract.

13.3. The Client shall indemnify the Company the Company's officers, employees, sub-contractors and consultants against all damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved constituting an infringement of any third party Intellectual Property Rights of a third party.

13.4. The parties shall be obliged to notify the other party without undue delay of any claims raised against them as described in clause 12.3 above.

13.5. If the Company makes software, scripts, and other deliverables available to the Client as part of the execution of the Contract, the Client shall only acquire a non-exclusive, personal non-transferable and royalty-free license to use such Material.

13.6. Background: Each party will continue to own it's existing IPR at the outset of the project. The parties remain free at any time to continue to exploit their respective background IPRs outside of the project at any time and for any application.

13.7. License to Background IPR for the project: Each party grants to each other a royalty-free non-exclusive license to their respective background IPR only for the purposes of carrying duties within the project.

13.8. Foreground IPR: Any IPR developed or created within the project by either party is fully assigned to and owned by the client.

13.9. License to Background IPR beyond the project: The supplier grants a royalty-free non-exclusive license to the client only for exploitation of foreground IPR.

13.10. The Client hereby irrevocably permits and licenses the Company to use and display the Client's name, figure, logo etc. as a reference on the Company's website, awards entry or other marketing materials or types of media. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.

14. CONFIDENTIALITY

14.1. A party (Receiving Party) shall keep in strict confidence all Confidential Information which has been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors or which the Receiving Party may otherwise obtain. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.

14.2. During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Receiving Party shall take the same care as with its own Confidential Information, to avoid, without the Disclosing Party's consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Disclosing Party's business or operational information which the Disclosing Party has designated as confidential, or whose confidentiality may be reasonably inferred as a result of the manner or form of its disclosure.

14.3. The obligation in Clause 13.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Receiving Party's possession without an accompanying obligation of confidence, is independently developed by the Receiving Party, or which the Receiving Party is required to disclose by law, regulatory obligation or order of a Court or Regulator of competent jurisdiction.

14.4. During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organisation that do not have a need to know, or to any third party, any information and non-Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.

14.5 To the extent any Confidential Information is Protected Data such Confidential Information may be disclosed or used only to the extent such disclosure or use is in compliance with and does not conflict with any of the provisions of clause 14.1 and any Sub Processor processing the Protected Data shall be required by the Company to adhere to the provisions of this clause 13.

15. DATA PROTECTION AND PROCESSING

15.1. It is acknowledged and agreed that on certain occasions during the term of the Contract and pursuant to the delivery of the Services by the Company, the Company will have access to and shall be required to process, the Protected Data.

15.2. Both parties will comply with all applicable requirements of the Data Protection Law with regard to the processing of Protected Data pursuant to the Contract. This clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Law.

15.3. The Client and the Company acknowledge that for the purposes of the Data Protection Law, the Client is the Data Controller and the Company is the Data Processor in respect of the Protected Data.

15.4. Client confirms that it has obtained all consents required from Data Subjects to enable the Protected Data to be disclosed to the Company and made all necessary registrations and notifications in accordance with the Data Protection Law to enable the Company to carry out the Services and the Client will ensure the same are kept accurate and up to date.

15.5. The Company shall process the Protected Data only in accordance with the Client's instructions from time to time and shall not process the Protected Data for any purposes other than those expressly authorised by the Client. The Client shall ensure that all instructions given by it to the Company in respect of processing the Protected Data shall at all times be in accordance with the Data Protection Laws. Nothing in the Contract relieves the Client of any responsibilities or liabilities under any Data Protection Laws.

15.6. The Client acknowledges that the Company is reliant on the Client for direction as to the extent to which the Company is entitled to use and process the Protected Data. Consequently, the Company will not be liable for any claim brought by a Data Subject arising from any action or omission by the Company, to the extent that such action or omission resulted directly from the Client's instructions.

15.7. The Client shall indemnify and keep indemnified the Company and all of the Company's officers, employees, sub-contractors and consultants, against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Client of its obligations under this clause 14. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.

15.8. The Company shall:

(a) only process (and shall require that any Sub Processor only process) the Protected Data in accordance with the the Contract (including when making any transfer to which clause 14.16 relates), except to the extent:

(b) that alternative processing instructions are agreed between the parties in writing; or

(c ) otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and

(d) if the Company believes that any instruction received by it from the Client is likely to infringe the Data Protection Law it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

15.9. The Company shall implement and maintain satisfactory technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.

15.10. The Company shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 14 (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) that is enforceable by the Company and ensure each such Sub-Processor complies with all such obligations; and

15.11. The Client authorises the appointment of the Sub-Processors by the Company where necessary for the Company to carry out the Services.

15.12. The Company shall (at the Client's cost)

(a) assist the Client in ensuring compliance with the Client's obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to the Company; and

(b) taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client's obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the UK GDPR in respect of any Protected Data.

15.13. The Company shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Client.

15.14. The Company shall at the Client's cost and expense refer to the Client all requests it receives for exercising any Data Subjects’ rights under Chapter III of the UK GDPR which relate to any Protected Data. It shall be the Client's responsibility to reply to all such requests as required by applicable law.

15.15. The Company shall, in accordance with Data Protection Law, make available to the Client such information that is in its possession or control as is necessary to demonstrate the Company's compliance with the obligations placed on it under this clause 14 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another auditor mandated by the Client) for this purpose (subject to a maximum of 1 audit request in any 12 month period under this clause 14.18).

15.16. The Company shall notify the Client without undue delay on becoming aware of any Personal Data breach in respect of any Protected Data and vice versa.

15.17. Upon the end of the provision of the Services relating to the processing of Protected Data, at the Client's cost and the Client's option, the Company shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires the Company to store such Protected Data. This clause 14 shall survive termination or expiry of the Contract.

16. TERM, TERMINATION AND EXTENSION

16.1. The Contract shall start on the Commencement Date and shall continue for the term agreed, unless otherwise amended in line with clause 4.

16.2. Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

1) commits a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

2) becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business;

16.3. Either party may terminate the Contract pursuant to clause 16.3 (Force Majeure).

16.4. The Company may terminate the Contract any time by giving not less than 2 weeks’ notice in writing to the Client if the Client undergoes a change of Control;

16.5. The Company shall, in addition to all other rights and remedies under the Contract, be entitled to terminate this Contract without notice if any of its charges for the Services are not paid in accordance with these Terms.

16.6. Upon termination, for whatever reason, the parties shall be obliged to return all materials received from the other pursuant to the Contract without undue delay.

16.7. Termination or expiry of the Contract shall not effect any accrued right and liabilities of the Company at any time up to the date of termination.

17. FORCE MAJEURE

17.1. Neither party shall be held liable for a Force Majeure Event.

17.2. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

17.3. Notwithstanding the other provisions of the Contract, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party in the event that the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event.

18. ANTI BRIBERY

18.1. For the purposes of this clause 17 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

18.2. Each party shall comply with the applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that all of that party's personnel, all others associated with that party and all of that party's sub-contractors involved in performing the Contract so comply.

18.3. Without limitation to clause 17.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

18.4. The Client shall immediately notify the Company as soon as it becomes aware of any breach of any of the requirements in this clause 17.

18.5. Any breach of this clause 17 by the Client shall be deemed a material breach of the Contract that is not remediable and shall entitle the Company to immediately terminate the Contract by notice under clause 15.2(a).

19. DISPUTE RESOLUTION

19.1. Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 18.

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

19.3. The parties shall use all reasonable endeavors to reach a negotiated resolution through the following procedure:

1) Within 5 Business Days of service of the notice, a senior representative of each of the parties shall meet to discuss the dispute and attempt to resolve it.

2) If the dispute has not been resolved within 5 Business Days of the first meeting of the senior representatives, then the matter shall be referred for a second meeting of the senior representatives or such other senior executive as the parties agree. The second meeting shall take place within a further 5 Business Days of the first meeting, to discuss the dispute and attempt to resolve it.

19.4. Until the parties have completed the steps referred to in clause 19.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings except that either party may at any time seek urgent interim relief from the courts.

20. MISCELLANEOUS

20.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.

20.2. The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.

20.3 The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party's right later to enforce or to exercise it.

20.4. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

20.5. Any valid alteration to or variation of the Contract (either these Terms or the Contract Schedule) must be in writing signed on behalf of each of the parties by duly authorised officers.

20.6. The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract without the prior written consent of the Company. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and the Client acknowledges that certain elements of the Services may be provided by third parties.

20.7 The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract 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.

20.8. The Client recognises that any breach or threatened breach of the Contract may cause the Company irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Company, the Client acknowledges and agrees that the Company is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

20.9. A person who is not a party to the Contract shall not have any rights under or in connection with it.

20.10. All notices provided by the Client must be made in writing to support@novidian.co.uk or such email address as is advised by the Company. All notices provided by the Company shall be made in writing by email to the email address provided by the Client during the course of pre-Contract correspondence. A notice will be given and deemed received on receipt of a delivery receipt and/ or a read receipt. This clause does not apply to notices given in legal proceedings or arbitration.

21. ENTIRE AGREEMENT

21.1. The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding or arrangement between the parties, whether made orally or in writing and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extent permitted by law.

22. LAW AND JURISDICTION

22.1. The Contract 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.

22.2. The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.