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SEED DATA SOLUTIONS LTD 

STANDARD TERMS AND CONDITIONS OF SERVICE 

These terms and conditions and the Sales Order set out the basis upon which Seed
Data Solutions Limited will provide the data and services (if any) set out in
the Sales Order to the Client.  

THE CLIENT'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 12
(LIMITATION OF LIABILITY). 

1.    INTERPRETATION 

The following definitions and rules of interpretation apply in these
Conditions. 

1.1     Definitions: 

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

Charges: the charges payable by the Client for the supply of the Data and/or
Services by the Supplier, in accordance with clause 7. 

Client: the person, firm or incorporated body who is purchasing the Data and/or
Services from the Supplier as identified in the Sales Order. 

Client Materials: all materials supplied by the Client to the Supplier for the
purposes of receiving the Data and/or Services. 

Compliance Framework: all industry rules and codes of practice applicable to the
carrying out of one-to-one marketing activities in the UK, including the UK Data
and Marketing Association (DMA) Code, Telephone Preference Service rules, Fax
Preference Service rules, BCAP Code 

(The UK Code of Broadcast Advertising), and CAP Code (The UK Code of
Non-broadcast Advertising and Direct & Promotional Marketing (as such rules and
codes are amended and replaced from time to time). 

Conditions: these terms and conditions, as amended from time to time in
accordance with clause 14.6. 

Contract: the contract between the Client and the Supplier for the supply of the
Data and/or Services in accordance with the Sales Order and these Conditions. 

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010,
and the expression change of control shall be construed accordingly. 

Data: any information provided by the Supplier to the Client, in any form, which
may include names, email addresses, telephone numbers, social media profiles,
job titles and postal addresses. 

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

Mailing: a marketing communication (which may, depending on the context, be a
postal communication or an electronic communication) to a corporate body or a
named contact within a corporate body. 

Mailing Data: any Data which (i) is marketing data; or (ii) contains addresses
(which may be phone numbers, email addresses or postal addresses) to which a
Mailing may be sent. 

Permitted Use: the sole purpose of business-to-business (B2B) marketing in
connection with the Client's business, including social media (which shall not
include the use of the Data by, or for the benefit of, any person other than the
Client). 

Release:  upgrades and enhancements to the Data and/or Software generally made
available by the Supplier (or its licensor). 

Sales Order: a  statement, in (or substantially the same as, the Supplier’s
standard Sales Order form, agreed between and signed by the parties, describing
the Data and/or Services to be provided by the Supplier. If there is any
uncertainty between any provision contained in these Conditions and any
provision contained in the Sales Order, the provision in the Sales Order shall
prevail. 

Services: the services to be provided by the Supplier using the Data pursuant to
the Contract, as described in the Sales Order. 

Services Start Date: the day on which the Supplier is to start provision of the
Services, as set out in the Sales Order. 

Software:  any software provided by the Supplier to enable the Data and/or
Services to be accessed and/or used, including any Releases.  

Supplier: Seed Data Solutions Ltd, a company registered in England and Wales
with company number 13621776. 

Year: each 12 month period commencing on the Commencement Date and on each
anniversary of the Commencement Date. 

1.2     Interpretation: 

1.2.1 Unless expressly provided otherwise in the Contract, a reference to
legislation or a legislative provision: 

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

1.2.1.2 shall include all subordinate legislation made from time to time under
that legislation or legislative provision. 

1.2.2     The headings used in these Conditions shall not affect the
interpretation of the Contract. 

1.2.3     The Schedules form part of the Contract and shall have effect as if
set out in full in the body of the Contract. Any reference to the Contract
includes the Schedules. 

1.2.4 A reference to a company shall include any company, corporation or other
body corporate, wherever and however incorporated or established. 

1.2.5 A reference to a holding company or a subsidiary means a holding company
or a subsidiary (as the case may be) as defined in section 1159 of the CA 2006
and for the purposes only of the membership requirement contained in sections
1159(1)(b) and 

(c), a company shall be treated as a member of another company even if its
shares in that other company are registered in the name of: 

1.2.5.1 another person (or its nominee), by way of security or in connection
with the taking of security; or 

    1.2.5.2     its nominee. 

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

1.2.7 Any words following the terms including, include, in particular, for
example or any similar expression shall be construed as illustrative and shall
not limit the sense of the words, description, definition, phrase or term
preceding those terms. 

1.2.8 A reference to writing or written includes emails from a party’s
authorised representative addressed to the other party’s authorised
representative. 

2.    COMMENCEMENT AND TERM 

2.1 The Contract shall commence on the date specified in the Sales Order
(Commencement Date) and shall continue, unless terminated earlier in accordance
with its terms, until the first anniversary of the Commencement Date when it
shall terminate automatically without notice, unless before the end of the
Initial Term (or any Extended Term agreed under this clause), the parties agree
in writing that the term of the Contract shall be extended (Extended Term).
Unless it is further extended under this clause or terminated earlier in
accordance with clause 13 (Termination), the Contract shall terminate
automatically without notice at the end of an Extended Term. 

2.2 Any samples, drawings, descriptive matter or advertising issued by the
Supplier, and any descriptions or illustrations contained on the Supplier's
website, are issued or published for the sole purpose of giving an approximate
idea of the Data and/or Services described in them. They shall not form part of
the Contract or have any contractual force. 

2.3 These Conditions apply to the Contract to the exclusion of any other terms
that the Client seeks to impose or incorporate, or which are implied by law,
trade custom, practice or course of dealing. Any terms that the Client seeks to
impose or incorporate which diverge from these Conditions shall not be valid
even if the Supplier provides Data or performs Services without reservation. 

3.    DATA 

3.1 The Supplier grants the Client a non-exclusive, non-transferable, revocable,
licence to use the Data for the Permitted Use only during the term of the
Contract. 

3.2     Except as expressly provided in the Contract, the Client shall not: 

    3.2.1     sub-license, assign, re-distribute or otherwise transfer the
rights granted in clause 3.1; 

3.2.2     sell, transfer, sub-license, distribute or commercially exploit the
Data, in whole or in part;  

    3.2.3     otherwise make the Data available to a third party;  

3.2.4 where access to the Data is provided to the Client via Software, except as
expressly stated in these Conditions, copy, adapt, reverse engineer, decompile,
disassemble, modify, adapt or make error corrections to the Software in whole or
in part except to the extent that any reduction of the Software to human
readable form (whether by reverse engineering, decompilation or disassembly) is
necessary for the purposes of integrating the operation of the Software with the
operation of other software or systems used by the Client; or 

3.2.5 use the Data for the benefit of a third party or in connection with the
provision of services to a third party. 

3.3 The restrictions on use in clause 3.1 and 3.2 mean that the Client will be
in breach of the Contract if it uses the Data for any purpose other than B2B
marketing. Examples of uses that would breach clause 3.1 include, but are not
limited to, the following: 

    3.3.1     using the Data and/or Services to market to individuals other than
B2B marketing; and 

3.3.2 using the Data and/or Services (as described in clause 4 below) for
sending marketing communications that relate to products or services aimed at
consumers rather than businesses. 

3.4     The Client hereby acknowledges and agrees that: 

3.4.1 the Data (as historical data processed by using information obtained from
third party vendors) may contain inaccuracies, errors and omissions and the
possibility that occasional errors, omissions and failures may occur as a result
of various factors.  

3.4.2 the Data may contain data licensed to the Supplier by third parties. The
Supplier is contractually restricted from sub-licensing the whole or
substantially the whole of certain third party databases in one single selection
of records or in several selections to a single sub-licensee either alone or
together with its affiliates. The Supplier reserves the right (without incurring
any liability to the Client) to withhold performance of the Services and/or the
provision of any Data to the Client to the extent that the Supplier reasonably
considers this to be necessary in order to comply with this restriction and/or
any other of the Supplier’s obligations to its licensor. 

3.5 The Client shall provide the Supplier with details of any and all email
addresses contained within the Data which have bounced back to the Client,
within 30 days of the Client having become aware of the bounce-back. 

3.6     This clause 3.6 shall apply to each Sales Order for the provision of
Mailing Data:  

3.6.1 The Client shall only use the Mailing Data in accordance with clause 3.6.2
and 3.6.3, as applicable. However, in either case the Client shall be entitled
to use the Mailing Data subsequently in respect only of those incorporated
bodies which become bona fide customers of the Client as a result of a Mailing
carried out using the Mailing Data and in accordance with the Contract. 

3.6.2 In respect of Mailing Data that does not include email addresses, the
Client agrees that if the Sales Order confirms the Data is being provided for
multiple use then the Client may use the Data an unlimited amount of times
within 12 months of it being supplied by the Supplier; 

3.6.3 In respect of Mailing Data that does include email addresses, the Client
agrees that if the Sales Order confirms the Data is being provided for multiple
use then the Client may use the Data up to 12 times within 12 months of it being
supplied by the Supplier and no more than 4 times in any one calendar month. 

3.7 The Supplier shall promptly supply any Releases to the Client and the Client
shall promptly download or incorporate them.  

3.8 Without limiting any other right or remedy the Supplier may have, where the
Data is used in contravention of the provisions of the Contract,  the Client
shall be liable to pay the Supplier a sum equivalent to half of the contract
value on each occasion that the Data is so used in contravention of the terms of
the Contract (which sum shall be payable within thirty days of the date on which
the Client receives the Supplier’s invoice for the sum). The Client agrees that
the Supplier may deduct any Charges due to the Supplier under this clause 3.7
against the outstanding balance of any amount the Client has paid in advance to
the Supplier. 

4.    SUPPLY OF SERVICES 

4.1 The Supplier shall supply the Services to the Client from the Services Start
Date in accordance with the Sales Order in all material respects. 

4.2     In supplying the Services, the Supplier shall: 

    4.2.1     perform the Services with reasonable care and skill; 

4.2.2 use reasonable endeavours to meet any performance dates specified in the
Sales Order, but any such dates shall be estimates only and time shall not be of
the essence for performance of the Services; 

4.2.3 comply with all applicable laws, statutes, regulations and codes from time
to time in force, including the Compliance Framework, provided that the Supplier
shall not be liable under the Contract if, as a result of such compliance, it is
in breach of any of its obligations under the Contract;  

4.2.4 ensure that the Data in its possession is kept secure and in an encrypted
form, and shall use the best available security practices and systems applicable
to the use of the Data to prevent, and take prompt and proper remedial action
against, unauthorised access, copying, modification, storage, reproduction,
display or distribution of the Data; and 

4.2.5 take reasonable care of all Client Materials in its possession, use such
Client Materials only for the purposes of supplying the Services and return them
to the Client on reasonable notice and request, always provided that the
Supplier may destroy the Client Materials if the Client fails to request their
return within a reasonable period after termination or expiry of the Contract. 

4.3 The Supplier reserves the right to amend the description or specification of
the Services if necessary to comply with any applicable law or regulatory
requirement (including the Compliance Framework), or if the amendment will not
materially affect the nature or quality of the Services, and the Supplier shall
notify the Client in any such event. 

5.    CLIENT'S OBLIGATIONS 

5.1     The Client shall: 

    5.1.1     ensure that the terms of the Sales Order are complete and
accurate; 

    5.1.2     co-operate with the Supplier in all matters relating to the Data
and/or Services; 

    5.1.3     provide, in a timely manner, such information and materials
(including Client Materials) 

as the Supplier may reasonably require in order to supply the Services, and
ensure that such information is complete and accurate in all material respects;
 

5.1.4 comply with all applicable laws, statutes, regulations and codes from time
to time in force, including the Compliance Framework; 

5.1.5 prior to its use of the Data and/or Services, obtain and maintain all
necessary licences, registrations, permissions and consents which may be
required for use of the Data and/or the receipt of the Services and to comply
with the Client’s obligations under the Contract; 

5.1.6 ensure that it has all necessary licences, consents, permissions and
agreements required to provide the Client Materials to the Supplier in order for
the Supplier to provide the Services; 

5.1.7 only make such copies of the Data as the Client reasonably requires for
the purposes expressly permitted by the Contract; 

5.1.8 ensure that it promptly complies with any minimum hardware configuration
requirements specified by the Supplier for the purpose of receiving or accessing
the Data and, where relevant, establishing connectivity between its system and
the Software. 

5.1.9 ensure that the Data is kept secure and in an encrypted form, and shall
use the best available security practices and systems applicable to the use of
the Data to prevent, and take prompt and proper remedial action against,
unauthorised access, copying, modification, storage, reproduction, display or
distribution of the Data; 

5.1.10 not dispose of or use the Data other than in accordance with the
Supplier's written instructions or authorisation; 

5.1.11 provide the Supplier with details of any and all email addresses
contained within the Data which have bounced back to the Client, within 14 days
of the Client having become aware of the bounce-back; and 

5.1.12 the Client shall at the Supplier’s request inform the Supplier of the
intended use of the Data and/or Services and/or any other information which the
Supplier reasonably considers relevant in order for the Supplier to determine
that, in performing the Services, the Supplier and the Client are complying with
the provisions of the Contract. 

5.2 If the Client becomes aware of any misuse of any Data, or any security
breach in connection with the Contract that could compromise the security or
integrity of the Data or otherwise adversely affect the Supplier or if the
Client learns or suspects that an Access Token has been revealed to or obtained
by any unauthorised person, the Client shall, at the Client’s expense, promptly
notify the Supplier and fully co-operate with the Supplier to remedy the issue
as soon as reasonably practicable. 

5.3 If the Supplier's performance of its obligations under the Contract is
prevented or delayed by any act or omission of the Client, its agents,
subcontractors, consultants or employees or failure by the Client to perform any
relevant obligation (Client Default): 

5.3.1 without limiting or affecting any other right or remedy available to it,
the Supplier shall have the right to suspend provision/access (as the case may
be) to the Data and/or performance of the Services until the Client remedies the
Client Default, and to rely on the Client Default to relieve it from the
performance of any of its obligations in each case to the extent the Client
Default prevents or delays the Supplier's performance of any of its
obligations; 

5.3.2 the Supplier shall not be liable for any costs, charges or losses
sustained or incurred by the Client that arise directly or indirectly from the
Supplier's failure or delay to perform any of its obligations as set out in this
clause 5.2; and 

5.3.3 the Client shall reimburse the Supplier on written demand for any costs or
losses sustained or incurred by the Supplier arising directly or indirectly from
the Client Default. 

5.4     The Client shall: 

5.4.1 maintain adequate records to demonstrate compliance with the terms and
conditions of the Contract; and 

5.4.2 permit the Supplier or its third party representatives or agents (on
reasonable notice and during normal working hours) to enter, have access to
and/or inspect the Client's premises, facilities or systems, and inspect, audit
and take copies of relevant records and other documents, as necessary to verify
the Client’s compliance with the terms and conditions of the Contract.  Such
audit rights shall continue for three years after termination or expiry of the
Contract. The Client shall give all necessary assistance to the conduct of such
audits during the term of the Contract and for a period of three years after its
termination or expiry. 

6.    SECURITY 

6.1 The Supplier will adopt such measures as it deems necessary from time to
time to ensure the security of the Data and the Services.  

6.2 The Supplier will provide the Client with a unique account number,
identification code and/or password to access the Data (Access Token). The
Client acknowledges and agrees that control of and security for the Access Token
is the Client’s sole responsibility. The Supplier has no liability whatsoever
for any losses (whether direct, indirect or consequential) arising from any use
of the Access Token by any persons, whether authorised by the Client or not,
including unauthorised access to the Client’s computers and/or network or any
information not deleted when these systems are updated or replaced.  

6.3 The Supplier can issue a new Access Token at any time. Any new Access Token
will take effect 24 hours after the Supplier notifies the Client of the new
Access Token . 

6.4     The Client will: 

6.4.1 comply with any rules and guidelines that the Supplier reasonably
prescribes in relation to the manner in which the Supplier provides the Data
and/or Services; 

6.4.2 maintain appropriate technical and organisational security measures and
procedures to prevent the accidental or unauthorised disclosure of the Access
Token or its use by unauthorised persons; 

6.4.3 inform the Supplier as soon as the Client becomes aware of any
unauthorised use and/or disclosure of the Access Token; 

6.4.4 be liable for any and all Charges and third party charges incurred in
connection with the Access Token whether or not the Client has authorised such
Charges or third party charges. 

6.5     The Supplier may invalidate or suspend use of the Access Token if: 

    6.5.1     the Client is in breach of any of its obligations under the
Contract; and/or 

6.5.2     the Supplier is notified of, or becomes aware of, any unauthorised or
improper use of the Access Token (either by the Client or by a third party). 

6.6 Neither party shall export, directly or indirectly, any Data acquired from
the other party under the Contract (or any products, including software,
incorporating any such data) in breach of any applicable laws or regulations
(Export Control Laws), including United States export laws and regulations, to
any country for which the United States or any other government or any agency
thereof at the time of export requires an export licence or other governmental
approval without first obtaining such licence or approval. 

6.7     The Client undertakes: 

6.7.1 contractually to oblige any third party to whom it discloses or transfers
any Data to make an undertaking to it which substantially replicates the one set
out in clause 6.6; and 

6.7.2 if requested, to provide the Supplier with any reasonable assistance, at
the reasonable cost of the Supplier, to enable it to perform any activity
required by any competent government or agency in any relevant jurisdiction for
the purpose of compliance with any Export Control Laws. 

6.8 The Client hereby acknowledges that the Supplier performs periodic checks on
its clients against sanctions lists. If the Supplier at any time becomes aware
that the Client is on such a list, then the Supplier is entitled to immediately
terminate the Contract and any other contracts that are in place with the
Client, by serving written notice on the Client. 

7.    CHARGES AND PAYMENT 

7.1     In consideration for the provision of the Data and/or Services, the
Client shall pay the Supplier the Charges in accordance with this clause 7. 

7.2 Where the parties agreed to an Extended Term under clause 2.1, the Supplier
reserves the right to increase the Charges on an annual basis with effect from
each anniversary of the Commencement Date in line with the percentage increase
in the Retail Prices Index in the preceding 12-month period and the first such
increase shall take effect on the first anniversary of the Commencement Date and
shall be based on the latest available figure for the percentage increase in the
Retail Prices Index. 

7.3 All amounts payable by the Client exclude amounts in respect of value added
tax (VAT), which the Client shall additionally be liable to pay to the Supplier
at the prevailing rate (if applicable), subject to receipt of a valid VAT
invoice. 

7.4 The Supplier shall submit invoices for the Charges plus VAT if applicable to
the Client in advance as specified in the Sales Order]. Each invoice shall
include all reasonable supporting information required by the Client. 

7.5     The Client shall pay each invoice due and submitted to it by the
Supplier: 

7.5.1 in accordance with the credit terms specified in the Sales Order or
otherwise agreed by the Supplier and confirmed in writing to the Client); and 

7.5.2 in full and in cleared funds to a bank account nominated in writing by the
Supplier, and time for payment shall be of the essence of the Contract. 

7.6     If the Client fails to make any payment due to the Supplier under the
Contract by the due date for payment, then, without limiting the Supplier's
remedies under clause 13 (Termination): 

7.6.1 the Client shall pay interest on the overdue sum from the due date until
payment of the overdue sum, whether before or after judgment. Interest under
this clause will accrue each day at 4% a year above the Bank of England's base
rate from time to time, but at 4% a year for any period when that base rate is
below 0%. 

7.6.2     the Supplier may suspend all Data and/or Services until payment has
been made in full. 

7.7 All amounts due under the Contract from the Client to the Supplier shall be
paid by in full without any set-off, counterclaim, deduction or withholding
(other than any deduction or withholding of tax as required by law). 

8.    DATA PROTECTION 

The parties shall comply with their data protection obligations as set out in
Schedule 1 (Data protection). 

9.    INTELLECTUAL PROPERTY 

9.1     The Supplier and its licensors (as the case may be) shall retain
ownership of all Intellectual 

Property Rights in the Data and arising out of or in connection with the
Contract (other than Intellectual Property Rights in any Client Materials). The
Client and its licensors shall retain ownership of all Intellectual Property
Rights in the Client Materials. 

9.2 The Client will not acquire any rights in the Data or the Services other
than the right to use them in accordance with the express terms of the
Contract. 

9.3 The Client grants the Supplier a fully paid-up, worldwide, non-exclusive,
royalty-free licence to copy and modify the Client Materials for the term of the
Contract for the purpose of providing the Services to the Client in accordance
with the Contract. 

10.    LIMITED WARRANTY 

10.1     The Client acknowledges and agrees that the Supplier: 

10.1.1 gives a limited warranty for Data comprising phone, address and email
information at 85% (of the whole of the Data) accuracy. If the accuracy of the
whole of the Data is below 85%, the Client must provide evidence satisfactory to
the Supplier that the Client has experienced at least 30% electronic error rate
and if the Supplier accepts that the accuracy of the whole of the Data is below
85%, the Client has the right to terminate the Contract on giving 30 days’
written notice to the Supplier, in which period the Supplier may resolve the
accuracy issues.  

10.1.2 does not warrant the completeness or accuracy of any other information
comprised in the Data.  

10.2 The Supplier warrants that it has the right to license the receipt and use
of Data as specified in the Contract. 

10.3 The Supplier will use reasonable endeavours to procure that its licensor
processes the information provided for the inclusion in the Data as complete,
prompt and accurate as practicable and to ensure that the Data reflects
information made available and submitted to it by the Supplier’s licensor,
however the Supplier does not: 

    10.3.1     independently verify the accuracy of the large stream Data; 

10.3.2 guarantee the accuracy, completeness and timeliness of the Data, except
as set out under the limited warranty at clause 10.1.  

10.4     The Supplier may change at any time, with as much prior notice to the
Client as is reasonably practicable: 

    10.4.1     the content, format or nature of Data and/or the Services; and 

    10.4.2     the means of access to the Data and/or the Services. 

10.5     The Supplier does not give any representations, warranties, conditions,
undertakings, or terms (either express or implied): 

    10.5.1     as to the fitness for a particular purpose of the Data and/or the
Services;  

    10.5.2     that the Data and/or Services will meet the Client’s
requirements; 

    10.5.3     that the Data is accurate, complete, reliable, secure, useful, or
timely;  

10.5.4 that provision of the Data and/or Services will be uninterrupted, timely,
secure or error free; or 

10.5.5     that the Data has been tested for use by the Client or any third
party or that the Data will be suitable for or be capable of being used by the
Client or any third party. 

10.6 The Supplier shall be entitled to suspend, cancel or decline to provide any
Data and/or Services to the extent that in the Supplier’s reasonable opinion to
provide the Data and/or Services would be: 

    10.6.1     contrary to any requirement of the Compliance Framework; 

    10.6.2     not desirable or practicable by reason of any political
regulatory or public pressures; 

10.6.3 beyond the Client’s entitlement to receive any Data which would otherwise
be received as part of the Services. 

10.7 The Supplier’s exercise of the rights set out in clause 10.6 shall not,
with regard to any part of the Data and/or Services, terminate any obligation of
the Supplier or the Client relating to any other part of the Data and/or
Services. 

10.8 The warranties expressly set out in these Conditions are the only
warranties that the Supplier gives to the other in respect of the subject matter
of the Contract. All other warranties, conditions and terms, whether express or
implied by statute, common law or otherwise are hereby excluded to the extent
permitted by law. 

11.    INDEMNITY 

11.1 The Client shall indemnify and keep indemnified the Supplier in full
against all liabilities, costs, expenses, damages and losses (including but not
limited to any direct, indirect or consequential losses, loss of profit, loss of
reputation and all interest, penalties and legal costs (calculated on a full
indemnity basis) and all other professional costs and expenses) suffered or
incurred by the Supplier arising out of or in connection with: 

11.1.1 any claim brought against the Supplier for infringement of a third
party's rights (including any Intellectual Property Rights) arising out of, or
in connection with, the receipt or use of the Client Materials by the Supplier; 

11.1.2     the Client rendering the Data inaccurate or incomplete (whether by an
act or omission); 

11.1.3     the Client’s use of the Data and/or Services in contravention of the
terms of the Contract. 

11.2 This indemnity shall not apply to the extent that the claim or action has
been directly caused by the Supplier’s breach of the Contract. 

12.    LIMITATION OF LIABILITY 

12.1 References to liability in this clause 12 include every kind of liability
arising under or in connection with the Contract including but not limited to
liability in contract, tort (including negligence), misrepresentation,
restitution or otherwise. 

12.2     Neither party may benefit from the limitations and exclusions set out
in this clause in respect of any liability arising from its deliberate default. 

12.3     Nothing in this clause 12 shall limit the Client's payment obligations
under the Contract. 

12.4     Nothing in the Contract shall limit the Client's liability under clause
11 of the Contract. 

12.5     Nothing in the Contract limits any liability which cannot legally be
limited or excluded, including liability for: 

    12.5.1     death or personal injury caused by negligence; 

    12.5.2     fraud or fraudulent misrepresentation; and 

12.5.3 breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession). 

12.6 Subject to clause 12.2 (No limitation in respect of deliberate default),
clause 12.3 (No limitation on Client's payment obligations), clause 12.4
(Liability under identified clauses) and clause 12.5 (Liabilities which cannot
legally be limited), the Supplier's total liability to the Client in any Year
shall not exceed £100,000 (one hundred thousand GBP). 

12.7 Subject to clause 12.2 (No limitation in respect of deliberate default),
clause 12.3 (No limitation on Client's payment obligations), clause 12.4
(Liability under identified clauses) and clause 12.5 (Liabilities which cannot
legally be limited), this clause 12.7 sets out the types of loss for which the
Supplier’s liability is wholly excluded: 

    12.7.1     loss of profits; 

    12.7.2     loss of sales or business; 

    12.7.3     loss of agreements or contracts; 

    12.7.4     loss of anticipated savings; 

    12.7.5     loss of use or corruption of software, data or information; 

    12.7.6     loss of or damage to goodwill;  

12.7.7 any loss of any kind which the Client may suffer or incur as a result of
a claim by a subject of the Data; and 12.7.8 indirect or consequential loss,
even if the Supplier had notice of the possibility of the Client incurring such
losses. 

12.8 The Supplier has given commitments as to compliance of the Services with
relevant specifications in clause 3. In view of these commitments, the terms
implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are,
to the fullest extent permitted by law, excluded from the Contract. 

12.9     This clause 12 shall survive termination or expiry of the Contract. 

13.    TERMINATION 

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

    13.1.1     the other party commits a material breach of any term of the
Contract which breach is 

irremediable or (if such breach is remediable) fails to remedy that breach
within a period of 45 days after being notified in writing to do so; 

13.1.2 the other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement with
its creditors (other than 

in relation to a solvent restructuring), applying to court for or obtaining a
moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether
voluntarily or by order of the court, unless for the purpose of a solvent
restructuring), having a receiver appointed to any of its assets or ceasing to
carry on business or, if the step or action is taken in another jurisdiction, in
connection with any analogous procedure in the relevant jurisdiction; 

13.1.3 the other party suspends, or threatens to suspend, or ceases or threatens
to cease to carry on all or a substantial part of its business; or 

13.1.4 the other party's financial position deteriorates to such an extent that
in the terminating party's reasonable opinion the other party's capability to
adequately fulfil its obligations under the Contract has been placed in
jeopardy. 

13.2 Without affecting any other right or remedy available to it, the Supplier
may terminate the Contract with immediate effect by giving written notice to the
Client if: 

    13.2.1     the Client fails to pay any amount due under the Contract on the
due date for payment;  

13.2.2 the Supplier’s licence of the Data ends for any reason whatsoever, in
which case the Supplier will endeavour to give the Client as much prior written
notice as reasonably practicable; or 

    13.2.3     there is a change of control of the Client. 

13.3 Without affecting any other right or remedy available to it, the Supplier
may suspend the supply of Data and/or Services under the Contract or any other
contract between the Client and the Supplier if: 

    13.3.1     the Client fails to pay any amount due under the Contract on the
due date for payment; 

13.3.2 the Client becomes subject to any of the events listed in clause 13.1.3
or clause 13.1.4, or the Supplier reasonably believes that the Client is about
to become subject to any of them; or 

13.3.3 the Supplier reasonably believes that the Client is about to become
subject to any of the events listed in clause 13.1.2; 

13.3.4     the Supplier reasonably believes that the Client is using the Data
and/or the Services for fraudulent purposes; 

    13.3.5     the Supplier’s licence to use the data is suspended for any
reason whatsoever. 

13.4     On termination or expiry of the Contract for whatever reason: 

13.4.1 the Client shall immediately pay to the Supplier all of the Supplier's
outstanding unpaid invoices and interest and, in respect of the Data and/or
Services supplied but for which no invoice has been submitted, the Supplier may
submit an invoice, which shall be payable immediately on receipt; 

    13.4.2     the licence granted under clause 3.1 shall immediately cease; 

13.4.3 the Client shall immediately cease all use of the Data and shall as soon
as reasonably practicable (and in any event within 30 days of the termination or
expiry) ensure that all Data is deleted from its system including cached data
(and any electronic data shall be considered deleted, for the purpose of this
clause, where it has been put beyond use by the Client) and certify its
compliance with this clause by executing and returning to the Supplier the
Supplier’s data destruction Form; 

13.4.4 the Supplier shall immediately cease all use of the Client Materials in
its possession and return them to the Client on reasonable notice and request,
always provided that the Supplier may destroy the Client Materials if the Client
fails to request their return within a reasonable period after termination or
expiry of the Contract;  

13.4.5 any provision of the Contract that expressly or by implication is
intended to come into or continue in force on or after termination or expiry of
the Contract shall remain in full force and effect; and 

13.4.6 termination or expiry of the Contract shall not affect any of the rights,
remedies, obligations or liabilities of the parties that have accrued up to the
date of termination or expiry, including the right to claim damages in respect
of any breach of the Contract which existed at or before the date of termination
or expiry. 

14.    GENERAL 

14.1 Force majeure. Neither party shall be in breach of the Contract nor liable
for delay in performing, or failure to perform, any of its obligations under the
Contract if such delay or failure result from events, circumstances or causes
beyond its reasonable control. 

14.2 Inadequacy of damages. Without prejudice to any other rights or remedies
that the Supplier may have, the Client acknowledges and agrees that damages
alone would not be an adequate remedy for any breach of the terms of the
Contract by the Client. Accordingly, the Supplier shall be entitled to the
remedies of injunction, specific performance or other equitable relief for any
threatened or actual breach of the terms of the Contract. 

14.3     Assignment and other dealings. 

14.3.1 The Client shall not assign, transfer, charge, subcontract, declare a
trust over or deal in any other manner with any or all of its rights and
obligations under the Contract without the Supplier's prior written consent. 

14.3.2 The Supplier may at any time assign, transfer, charge, subcontract,
declare a trust over or deal in any other manner with any or all of its rights
or obligations under the Contract. 

14.4     Confidentiality. 

14.4.1 Each party undertakes that it shall not at any time disclose to any
person any confidential information concerning the business, affairs, customers,
clients or suppliers of the other party or of any member of the group to which
the other party belongs (however recorded or preserved) which is either labelled
as confidential or else which should reasonably be considered as confidential
because of its nature and the manner of its disclosure, except as permitted by
clause 14.4.4.  

14.4.2 Each party agrees not to publicise or disclose to third parties the
existence of or the outline of the Data or Services being provided by it under
the Contract, except as required by law, any governmental or regulatory
authority (including any relevant securities exchange), any court or other
authority of competent jurisdiction. 

    14.4.3     For the purposes of this clause 14.4: 

14.4.3.1 group means, in relation to a party, that party, any subsidiary or
holding company from time to time of that party, and any subsidiary from time to
time of a holding company of that party. 

14.4.3.2 the term confidential information does not include any 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 14.4); 

(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 nonconfidential
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)    was known to the receiving party before the information was disclosed to
it by the disclosing party; or 

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

    14.4.4     Each party may disclose the other party's confidential
information: 

14.4.4.1 to its employees, officers, representatives, contractors,
subcontractors or advisers who need to know such information for the purposes of
carrying out the party's obligations under the Contract. Each party shall ensure
that its employees, officers, representatives, contractors, subcontractors or
advisers to whom it discloses the other party's confidential information comply
with this clause 14.4; and 

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

14.4.5 Neither party shall use any other party's confidential information for
any purpose other than to perform its obligations or exercise it rights under
the Contract. 

14.4.6 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 the Contract, are granted to the other party, or are
to be implied from the Contract. 

14.4.7 The provisions of this clause 14.4 shall continue to apply after
termination or expiry of the Contract. 

14.5     Entire agreement. 

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

14.5.2 Each party acknowledges that in entering into the Contract it does not
rely on and shall have no remedies in respect of any statement, representation,
assurance or warranty (whether made innocently or negligently) that is not set
out in the Contract. Each party agrees that it shall have no claim for innocent
or negligent misrepresentation or negligent misstatement based on any statement
in the Contract. 

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

14.6     Variation. Except as set out in these Conditions, no variation of the
Contract shall be effective unless it is in writing and signed by the parties
(or their authorised representatives). 

14.7     Waiver.  

14.7.1     A waiver of any right or remedy under the Contract or by law is only
effective if given in writing and shall not be deemed a waiver of any subsequent
right or remedy. 

14.7.2 A failure or delay by a party to exercise any right or remedy provided
under the Contract or by law shall not constitute a waiver of that or any other
right or remedy, nor shall it prevent or restrict any further exercise of that
or any other right or remedy. No single or partial exercise of any right or
remedy provided under the Contract or by law shall prevent or restrict the
further exercise of that or any other right or remedy. 

14.8 Severance. If any provision or part-provision of the Contract is or becomes
invalid, illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such modification
is not possible, the relevant provision or partprovision shall be deemed
deleted. Any modification to or deletion of a provision or partprovision under
this clause 14.8 shall not affect the validity and enforceability of the rest of
the Contract. 

14.9     Notices. 

14.9.1     Any notice given to a party under or in connection with the Contract
shall be in writing and shall be: 

14.9.1.1 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 

14.9.1.2 sent by email by a party’s authorised representative and addressed to
the other party’s authorised representative. 

    14.9.2     Any notice shall be deemed to have been received: 

14.9.2.1 if delivered by hand, at the time the notice is left at the proper
address; 

14.9.2.2 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 

14.9.2.3 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. In
this clause 14.9.2.3, business hours means 9.00am to 5.00pm Monday to Friday on
a day that is not a public holiday in the place of receipt. 

14.9.3 This clause 14.9 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. 

14.10 Third party rights. 

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

14.10.2 The rights of the parties to rescind or vary the Contract are not
subject to the consent of any other person. 

14.11 Electronic signature. Each party agrees that the Contract may be signed by
electronic signature (whatever form the electronic signature takes) and that
this method of signature is as conclusive of each party’s intention to be bound
by the Contract as if signed by each party's manuscript signature. 

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

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

SCHEDULE 1 

DATA PROTECTION 

 

PART 1- APPLICATION OF THIS SCHEDULE 

1.    In this Schedule 1 following definitions apply: 

Agreed Purposes: the performance by each party of its obligations under the
Contract. 

Applicable Laws:  

a)    To the extent the UK GDPR applies, the law of the United Kingdom or of a
part of the United Kingdom. 

b)    To the extent the EU GDPR applies, the law of the European Union or any
member state of the European Union to which the Supplier is subject. 

Controller, processor, data subject, personal data, personal data breach,
processing and appropriate technical and organisational measures: as set out in
the UK GDPR. 

Client Personal Data: any personal data which the Supplier processes in
connection with the Contract in the capacity of a processor on behalf of the
Client. 

Data Discloser: a party that discloses Shared Personal Data to the other party. 

Data Protection Legislation: 

a)    To the extent the UK GDPR applies, the law of the United Kingdom or of a
part of the United 

Kingdom which relates to the protection of personal data; 

b)    To the extent the EU GDPR applies, the law of the European Union or any
member state of the European Union to which the party is subject, which relates
to the protection of personal data;  

c)    any laws which implement or supplement any such laws and any laws that
replace, extend, re-enact, consolidate or amend any of the foregoing; and 

d)    all other legislation and regulatory requirements in force from time to
time which apply to a party relating to the use of personal data (including,
without limitation, the privacy of electronic communications). 

EU GDPR: the General Data Protection Regulation ((EU) 2016/679). 

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

Permitted Recipients: the parties to the Contract, the employees of each party,
and any third parties engaged to perform obligations in connection with the
Contract. 

Shared Personal Data: any personal data to be shared between the parties as
controllers under the Contract.  

2.    If and to the extent that in the course of providing the Services under
the Contract the Supplier processes personal data as a processor on behalf of
the Client, the provisions of Part 2 of this Schedule 1 shall apply.  

3.    If and to the extent that in the parties share personal data between them
as controllers, the provisions of Part 3 of this Schedule 1 shall apply. 

PART 2 – CONTROLLER – PROCESSOR RELATIONSHIP 

1.    Client Personal Data. This Part 2 sets out the framework for the sharing
of personal data by the Client with the Supplier, which for the purposes of the
Data Protection Legislation, the Supplier shall process as a processor on behalf
of the Client. 

2.    Compliance with Data Protection Legislation. Both parties will comply with
all applicable requirements of the Data Protection Legislation. This Part 2 is
in addition to, and does not relieve, remove or replace, a party's obligations
or rights under the Data Protection Legislation. 

3.    Client privacy policy.  The Supplier shall promptly comply with any
reasonable instructions received from the Client to display or otherwise make
available the Client's then-current version of its privacy policy via the goods
or services provided by the Supplier. Such instructions may include implementing
a reasonable process to certify that the data subject has acknowledged its
terms. 

4.    Particulars of Processing. In relation to the Client Personal Data, the
particulars of processing are: 

4.1    Subject-matter: the Supplier shall process Client Personal Data on the
Client’s behalf for the purposes of carrying out the Supplier’s obligations and
exercising its rights under the Contract only.  

4.2    Nature and purpose of processing: The nature of the Services is such that
the Supplier shall be processing Client Personal Data on behalf of the Client in
providing the Services.  The Supplier shall process the Client Personal Data on
behalf of the Client only to the extent required to provide the Services.  

4.3    Duration of the processing: for the term of the Contract.  

4.4    Types of personal data and categories of data subjects:  Client Personal
Data shall be confined to the following categories of information relevant to
the following categories of data subject: 

4.4.1    the names of individuals comprised in the Data; 

4.4.2    their job titles; 

4.4.3    their business email addresses; and 

4.4.4    their contact telephone numbers. 

5.    Supplier’s obligations. Without prejudice to the generality of paragraph 2
of this Part 2, the Supplier shall, in relation to Client Personal Data: 

5.1    process that Client Personal Data only on the documented instructions of
the Client, set out in the Contract or otherwise confirmed in writing by the
Client, unless the Supplier is required by Applicable Laws to otherwise process
that Client Personal Data. Where the Supplier is relying on Applicable Laws as
the basis for processing Client Personal Data, the Supplier shall notify the
Client of this before performing the processing required by the Applicable Laws
unless those Applicable Laws prohibit the Supplier from so notifying the Client
on important grounds of public interest. The Supplier shall inform the Client
if, in the opinion of the Supplier, the instructions of the Client infringe the
Data Protection Legislation; 

5.2    implement appropriate technical and organisational measures to protect
against unauthorised or unlawful processing of Client Personal Data and against
its accidental loss, damage or destruction, which the Client has reviewed and
confirms are appropriate to the harm that might result from the unauthorised or
unlawful processing or accidental loss, destruction or damage 

and the nature of the data to be protected, having regard to the state of
technological development and the cost of implementing any measures; 

5.3    ensure that any personnel engaged and authorised by the Supplier to
process Client Personal Data have committed themselves to confidentiality or are
under an appropriate statutory or common law obligation of confidentiality; 

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

5.5    notify the Client without undue delay after becoming aware of a personal
data breach involving the Client Personal Data; 

5.6    at the written direction of the Client, delete or return to the Client
all Client Personal Data on termination or expiry of the Contract, unless the
Supplier is required by Applicable Law to continue to process that Client
Personal Data. For the purposes of this paragraph Client Personal Data shall be
considered deleted where it is put beyond further use by the Supplier; and 

5.7    maintain records, and allow for reasonable audits by the Client or the
Client's designated auditor, to demonstrate its compliance with this Part 2. 

6.    Sub-processors and international transfers of personal data. The Client
hereby provides its prior, general authorisation for the Supplier to: 

6.1    appoint processors to process the Client Personal Data, provided that the
Supplier: 

6.1.1    shall ensure that the terms on which it appoints such processors comply
with Data Protection Legislation, and are consistent with the obligations
imposed on the Supplier in this Part 2; 

6.1.2    shall remain responsible for the acts and omission of any such
processor as if they were the acts and omissions of the Supplier; and 

6.1.3    shall inform the Client of any intended changes concerning the addition
or replacement of the processors, thereby giving the Client the opportunity to
object to such changes provided that if the Client objects to the changes and
cannot demonstrate, to the Supplier's reasonable satisfaction, that the
objection is due to an actual or likely breach of Data Protection Legislation,
the Client shall indemnify the Supplier for any losses, damages, costs
(including legal fees) and expenses suffered by the Supplier in accommodating
the objection. 

6.2    transfer Client Personal Data outside of the UK as required for the
Agreed Purposes, provided that the Supplier shall ensure that all such transfers
are effected in accordance with applicable Data Protection Legislation. For
these purposes, the Client shall promptly comply with any reasonable request of
the Supplier, including any request to enter into standard data protection
clauses adopted by the EU Commission from time to time (where the EU GDPR
applies to the transfer) or adopted by the UK Information Commissioner from time
to time (where the UK GDPR applies to the transfer). 

7.    Standard clauses and certification schemes. Either party may, at any time
on not less than 30 days' notice, revise this Part 2 by replacing it (in whole
or part) with any applicable standard clauses approved by the EU commission or
the UK information commissioner's office or forming part of an applicable
certification scheme or code of conduct (Amended Terms). Such amended terms
shall apply when replaced by attachment to the Contract, but only in respect of
such matters which are within the scope of the Amended Terms. 

 

PART 3– CONTROLLER – CONTROLLER RELATIONSHIP 

 

1.    Shared Personal Data. This Part 3 sets out the framework for the sharing
of personal data between the parties as controllers. Each party acknowledges
that one party (referred to in this Part 3 as the Data Discloser) will disclose
to the other party Shared Personal Data collected by the Data Discloser for the
Agreed Purposes. 

2.    Compliance with Data Protection Legislation. Each party shall comply with
all the obligations imposed on a controller under the Data Protection
Legislation in relation to any Shared Personal Data. This Part 3 is in addition
to, and does not relieve, remove or replace, a party's obligations or rights
under the Data Protection Legislation. 

3.    Particular obligations relating to data sharing. Each party shall: 

3.1    ensure that it has all necessary notices and consents and lawful bases in
place to enable lawful transfer of the Shared Personal Data to the Permitted
Recipients for the Agreed Purposes; 

3.2    give full information to any data subject whose personal data may be
processed under the Contract of the nature of such processing. This includes
giving notice that, on the termination or expiry of the Contract, personal data
relating to them may be retained by or, as the case may be, transferred to one
or more of the Permitted Recipients, their successors and assignees; 

3.3    process the Shared Personal Data only for the Agreed Purposes; 

3.4    not disclose or allow access to the Shared Personal Data to anyone other
than the Permitted Recipients; 

3.5    ensure that all Permitted Recipients are subject to written contractual
obligations concerning the Shared Personal Data (including obligations of
confidentiality) which are no less onerous than those imposed by the Contract; 

3.6    ensure that it has in place appropriate technical and organisational
measures, reviewed and approved by the other party, to protect against
unauthorised or unlawful processing of personal data and against accidental loss
or destruction of, or damage to, personal data. 

3.7    not transfer any personal data received from the Data Discloser outside
the UK unless the transferor ensures that (i) the transfer is to a country
approved under the applicable Data Protection Legislation as providing adequate
protection; or (ii) there are appropriate safeguards or binding corporate rules
in place pursuant to the applicable Data Protection Legislation; or (iii) the
transferor otherwise complies with its obligations under the applicable Data
Protection Legislation by providing an adequate level of protection to any
personal data that is transferred; or (iv) one of the derogations for specific
situations in the applicable Data Protection Legislation applies to the
transfer. 

4.    Mutual assistance. Each party shall assist the other in complying with all
applicable requirements of the Data Protection Legislation. In particular, each
party shall: 

4.1    consult with the other party about any notices given to data subjects in
relation to the Shared Personal Data; 

4.2    promptly inform the other party about the receipt of any data subject
rights request; 

4.3    provide the other party with reasonable assistance in complying with any
data subject rights request; 

4.4    not disclose, release, amend, delete or block any Shared Personal Data in
response to a data subject rights request without first consulting the other
party wherever possible; 

4.5    assist the other party, at the cost of the other party, in responding to
any request from a data subject and in ensuring compliance with its obligations
under the Data Protection Legislation with respect to security, personal data
breach notifications, data protection impact assessments and consultations with
the Information Commissioner or other regulators; 

4.6    notify the other party without undue delay on becoming aware of any
breach of the Data Protection Legislation; 

4.7    at the written direction of the Data Discloser, delete or return Shared
Personal Data and copies thereof to the Data Discloser on termination or expiry
of the Contract unless required by law to store the Shared Personal Data; 

4.8    use compatible technology for the processing of Shared Personal Data to
ensure that there is no lack of accuracy resulting from personal data
transfers; 

4.9    maintain complete and accurate records and information to demonstrate its
compliance with this Part 3; and 

4.10    provide the other party with contact details of at least one employee as
point of contact and responsible manager for all issues arising out of the Data
Protection Legislation, the procedures to be followed in the event of a data
security breach, and the regular review of the parties' compliance with the Data
Protection Legislation.