TERMS AND CONDITIONS (“CONDITIONS”)

The Customer’s attention is specifically drawn to the following clauses: clause 14.6 (Intellectual Property Rights Indemnity), clause 12 (Third Party Services and Products) and clause 18 (Limitation of Liability).

Agreed terms

1. Interpretation and Definitions 1.1 Definitions

The following definitions shall apply in these Conditions:

Applicable Laws: all applicable laws, statutes, regulations from time to time in force.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Change Order: has the meaning given in clause 7.1.

Charges: the sums payable for the Services, as set out in the Quotation or the Contract Details, as applicable.

Contract: the contract between the Customer and the Supplier for the sale and purchase of the Products and/or Services (as applicable), in accordance with these Conditions, the Quotation or the Contract Details (as applicable), any variation agreed pursuant to these Conditions, any data processing and/or data sharing agreement and the Supplier’s privacy policy, details of which can be found at: www.magnaiq.co.uk/privacy/ .

Contract Details: a contract summary, issued by the Supplier, headed “Contract Details”, which sets out the key terms of the Contract.

Customer Data: any data owned by the Customer (including Customer Personal Data) whether created prior to or after the date of the Contract.

Customer's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Customer, its agents, subcontractors or consultants which is used

directly or indirectly in the supply of the Services including any such items specified in the Quotation or the relevant Schedule (if applicable).

Customer Materials: all documents, information, items and materials in any form, whether owned by the Customer or a third party, which are provided by the Customer to the Supplier in connection with the Services, including the items provided pursuant to clause 5.1(e).

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

Customisation: any customisation of the Products or the Services, whether made through development, modification, integration, configuration or otherwise, more particularly set out in Statement of Work (if applicable).

Data Migration: the transfer or import (as the case may be) of any pre-existing Customer Data (if any) into the Products.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Deliverables: any output of the Services to be provided by the Supplier to the Customer as specified in the relevant Schedule and any other documents, products and materials provided by the Supplier to the Customer in relation to the Services (excluding the Supplier's Equipment).

Hardware: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services, in relation to which, title shall pass to the Customer on full payment, unless otherwise specified in the relevant Schedule. Such Hardware (if applicable being more particularly described in the relevant Schedule.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, 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.

Milestone: a date by which a part of the Services is to be completed, as set out in the Statement of Work (if applicable) and Milestones shall be construed accordingly.

Order Acknowledgement: a written acceptance issued by the Supplier via email or in a document headed “Order Acknowledgement.”

Products: Hardware and/or software (if applicable) to be licensed to the Customer by the Supplier as set out in the Contract Details or the Quotation as the case may be.

Quotation: the Supplier’s quotation for the provision of Products and/or Services as the case may be.

Services: the services as set out in the relevant Statement of Work. .

Start Date: the start date of the Services as specified in the Quotation or the date of issue of the Order Acknowledgement or the start date specified in the Contract Details (as applicable),

Specification: any applicable specifications in relation to the Products.

Statement of Work: a statement of work appended to the Quotation or scheduled to the Contract Details (as applicable), detailing the Services and Products to be supplied (as applicable), together with any Milestones and Deliverables.

Support Services: the maintenance and support services to be provided by the Supplier to the Customer (if any) more particularly set out in the relevant Schedule or the Statement of Work, as applicable.

Supplier: MagnaIQ Limited, a company registered in England and Wales with company number

Supplier's Equipment: any equipment, including tools, systems, cabling or facilities, provided by the Supplier to the Customer and used directly or indirectly in the supply of the Services, but excluding any such items which are the subject of a separate agreement between the parties under which title passes to the Customer.

Supplier Personal Data: any personal data which the Supplier processes in connection with the Contract, in the capacity of a controller.

Term: the term of the Contract as specified in the Contract Details or the Quotation (as applicable).

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

VAT: value added tax chargeable in the UK.

1.2 Interpretation: (a) Clause, Schedule and paragraph headings shall not affect the interpretation of the Contract. (b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). (c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. (d) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. (e ) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. (f) A reference to legislation or a legislative provision is a reference to it as it is in force as at the date of the Contract. (g) A reference to legislation or a legislative provision shall include all subordinate legislation made as at the date of the Contract under that legislation or legislative provision. (h) A reference to writing or written includes email but not fax. (i) Any obligation on a party not to do something includes an obligation not to allow that thing to be done. (j) 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. (k) “relevant Schedule” shall mean the relevant schedule to which the subject matter relates, attached the Contract Details or the Quotation (as applicable).

2. Basis of contract

2.1 Where a Quotation is issued by the Supplier to the Customer, the Quotation constitutes an offer by the Supplier to supply the Products and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Quotation and any stipulated Specifications and deliverables are true, complete and accurate and, are suitable for its requirements. The Quotation shall only be deemed to be accepted when the Supplier issues an Order Acknowledgement, at which point the Contract shall come into existence.

2.2 Where the Contract Details are used as an alternative to a Quotation, the Contract shall come into existence when the parties have both signed the Contract Details, indicating their acceptance.

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by, trade, custom, practice or course of dealing. Any terms implied by statute are, to the fullest extent permitted by law, excluded from the Contract.

2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. All other terms and conditions are expressly excluded.

2.5 Any drawings, models, descriptive matter, marketing or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s brochures, website or proposals are produced for the sole purpose of giving an approximate idea of the Products and/or Services. They shall not form part of the Contract nor shall they have any contractual force.

2.6 In the event of any conflict or inconsistency between these Conditions and the other documents included in the Contract, such conflict or inconsistency shall, subject to any contrary written agreement of the parties, be construed in the following order of priority: (a) any variations agreed pursuant to these Conditions; (b) the Quotation or Contract Details (as applicable); (c) the Statement of Work (if applicable) (d) these Conditions; and (e) any other document referred to in the Quotation or Contract Details; (e ) the agreed form data processing and/or data sharing agreement; and (f) the Supplier’s data privacy policy.

3. Commencement and duration

3.1 The Contract shall commence on the Start Date and unless terminated earlier in accordance with clause 19 (Termination), will continue for the Term.

4. Supplier's responsibilities

4.1 The Supplier shall use reasonable endeavours to manage and complete or supply (as the case may be) the Services, and deliver the Deliverables (if applicable) to the Customer, in accordance with the Contract in all material respects. The Supplier does not guarantee any specific outcome or result unless the Supplier has expressly stated such outcomes or results in the Quotation or Contract Details (as applicable).

4.2 The Supplier warrants that the Services will be performed and the Deliverables will be delivered with reasonable care and skill in accordance with good industry practice and any Specifications agreed by the parties.

4.3 The Supplier shall use reasonable endeavours to meet any performance dates or Milestones specified in the Statement of Work (but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of the Contract, unless the parties specifically agree otherwise.

4.4 The Supplier shall not be responsible for any delays caused due to any default, act or omission on the part of the Customer or any third party, which includes for the avoidance of doubt, any inaccurate and/or incomplete information supplied by the Customer.

4.5 If agreed between the parties, the Supplier shall appoint a manager for the Services, such person as identified in the relevant Schedule.. That person shall have authority to contractually bind the Supplier on all matters relating to the Services (including by signing Change Orders). The Supplier may change the identity of the manager upon giving the Customer reasonable notice.

4.6 The Supplier shall use reasonable endeavours to observe all health and safety and security requirements that apply at any of the Customer's premises and that have been communicated to it, provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.

5. Customer's obligations

5.1 The Customer shall:

(a) co-operate with the Supplier in all matters relating to the Contract, including without limitation, the provision of the Products and/or Services (as applicable);

(b) appoint a manager for the Services, such person as identified in the relevant Schedule to the Contract Details or the Quotation (as applicable). That person

shall have the authority to contractually bind the Customer on matters relating to the Services (including by signing Change Orders);

(d) provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer's premises, office accommodation, data and other facilities as reasonably required by the Supplier including any such access as is specified in the Quotation or the relevant Schedule to the Contract Details (as applicable);

(e) provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Customer or third party) required under the relevant Schedule or otherwise reasonably required by the Supplier in connection with the Services and ensure that they are accurate and complete;

(f) inform the Supplier of all health and safety and security requirements that apply at any of the Customer's premises. If the Customer wishes to change any requirements which will materially affect provision of the Services, it can only do so via the change control procedure set out in clause 7 (Change control);

(g) ensure that all the Customer's Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements;

(h) obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Services, including in relation to the installation of the Supplier's Equipment, the use of all Customer Materials and the use of the Customer's Equipment, in all cases before the date on which the Services are to start; and

(i) keep, maintain and insure the Supplier's Equipment in good condition and in accordance with the Supplier's instructions from time to time and shall not dispose of or use the Supplier's Equipment other than in accordance with the Supplier's written instructions or authorisation.

5.2 If the Supplier's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer. The Supplier shall also be entitled to any additional charges and expenses suffered or incurred by the Supplier as a result of such delays.

6. Non-solicitation

6.1 The Customer shall not, without the prior written consent of the Supplier, at any time from the date of the Contract to the expiry of 12 months after the termination or expiry of the Contract, solicit or entice away from the Supplier or employ or attempt to employ

any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

6.2 Any consent given by the Supplier in accordance with clause 6.1 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier's employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

7. Changes

7.1 Either party may propose changes to the timings, scope or execution of the Services but no proposed changes shall come into effect until a Change Order has been signed by both parties. A Change Order shall be a document setting out the proposed changes and the effect that those changes will have on:

(a) the Services;

(b) the Supplier's existing charges;

7.2 If the Supplier wishes to make a change to the Services it shall provide a draft Change Order to the Customer.

7.3 If the Customer wishes to make a change to the Services:

(a) it shall notify the Supplier and provide as much detail as the Supplier reasonably requires of the proposed changes, including the timing of the proposed changes; and

(b) the Supplier shall, as soon as reasonably practicable after receiving the information at clause 7.3(a), provide a draft Change Order to the Customer.

7.4 If the parties:

(a) agree to a Change Order, they shall sign it and that Change Order shall amend the Contract to the minimum extent necessary; or

(b) are unable to agree a Change Order, the Contract shall continue on its existing terms unless the change is required to comply with any change to Applicable Laws in which case either party may serve notice on the other party to terminate the Contract.

7.5 The Supplier agrees that in circumstances where the Customer is paying for a Product which it subsequently is offered free of charge, the Charges will be reduced by way of Change Order to reflect such circumstances.

7.6 The Supplier may charge for the time it spends on preparing and negotiating Change Orders which implement changes proposed by the Customer pursuant to clause 7.3 on a time and materials basis at the Supplier's daily rates specified by the Supplier from time to time. .

7.7 Notwithstanding the provisions of this clause 7, nothing in this clause 7 prevents the Supplier from:

(a) making amendments to the scope and nature of the Services and/or amend the Products to comply with applicable laws or regulations; and

(b) making changes to these Conditions. These Conditions were last updated on 9 May 2025.

8. Charges and payment

8.1 In consideration of the provision of the Services and/or the Products (as applicable) by the Supplier, the Customer shall pay the Charges on the due dates for payment as set out in the Quotation, the Contract Details or the relevant Schedule.

8.2 The Charges exclude the following which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:

(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services; and

(b) the cost to the Supplier of any materials or services procured by the Supplier from third parties for the provision of the Services as such items and their cost are set out in the Quotation, the Contract Details or the relevant Schedule unless otherwise agreed between the parties from time to time.

8.3 The Supplier may increase the Charges on an annual basis with effect from each anniversary of the date of the Contract 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 date of the Contract and shall be based on the latest available figure for the percentage increase in the Retail Prices Index.

8.4 The Supplier shall invoice the Customer for the Charges at the intervals specified in the Quotation, the Contract Details or the Statement of Work (as applicable) . If no intervals are so specified the Supplier shall invoice the Customer at the end of each month for Services performed and/or Products supplied during that month.

8.5 The Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time.

8.6 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under the Contract on the due date:

(a) the Customer 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 8.6(a) 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%;

(b) the Supplier may suspend all or part of the Services until payment has been made in full.

8.7 All sums payable to the Supplier under the Contract:

(a) are payable within 30 days unless specified otherwise in the Quotation or the Contract Details (as applicable);

(b) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

(c) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Products and Hardware

9.1 Where the Supplier provides Products to the Customer, the terms of such supply, warranty, licences and terms of use (where applicable) shall be set out in the relevant Schedule. The Customer shall comply with at all times with its obligations as may be set out in those Schedules from time to time.

9.2 The Customer acknowledges that there will be uptime and downtime in relation to the Products which are software, to permit planned and unplanned maintenance to take place.

10. Support Services

10.1 Where the Supplier has agreed to provide Support Services, the Support Services shall be provided in accordance with the relevant Schedule. The Supplier does not warrant that the Products will be uninterrupted or error free.

11. Acceptance of Services

11.1 The acceptance tests for the Services shall be set out in the Quotation or Statement of Work. If no such process is set out in either of those documents, the Services shall be deemed to be accepted within 7 days following completion (Notification Period) of the Services unless the Customer notifies the Supplier of a material defect or nonconformity before the expiration of the Notification Period.

12. Third Party Services and Products

12.1 In the course of the provision of the Services or Products the Supplier may offer or provide third party products or services from our third party providers. By using or accessing the Services and/or the Products the Customer agrees to third party terms

and conditions. Links to the Supplier’s current third party terms and conditions can be found on the Supplier’s website at www.magnaiq.co.uk/terms/.

12.2 In addition to the provisions set out at clause 12.1, if the Supplier provides Products to the Customer, such Products shall be supplied in accordance with the manufacturers’ terms and conditions and warranties (as applicable).

13. Customer Data

13.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

13.2 Without prejudice to clause 13.1, in the event that there is a Data Migration as part of the Services, the Customer shall be responsible for checking that the Customer Data is reliable and accurate and meets the Customer’s requirements.

13.3 The Supplier shall in the provision of the Services comply with the Customer’s information security and data protection policies as advised by the Customer to the Supplier in writing.

14. Intellectual property rights

14.1 Subject to clause 14.2, all Intellectual Property Rights whether created by the Supplier or its licensors before or after the date of the Contract (including for the avoidance of doubt any Intellectual Property Rights in and to any Customisation, shall vest (and continue to vest) in the Supplier or its licensors on creation.

14.2 In relation to any Deliverables:

(a) the Supplier and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials;

(b) the Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence to copy and modify the Deliverables (excluding the Customer Materials) for the purpose of receiving and using the Services and the Deliverables in its business; and

(c) the Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 14.2(b), save with the prior written consent of the Supplier.

14.3 In relation to the Customer Materials, the Customer:

(a) and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and

(b) grants the Supplier a fully paid-up, non-exclusive, royalty-free, nontransferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer.

14.4 The Supplier:

(a) warrants that the receipt, use of the Services and the Deliverables by the Customer shall not knowingly infringe the rights, including any Intellectual Property Rights, of any third party;

(b) shall, subject to clause 18 (Limitation of liability), indemnify the Customer in full against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by the Customer arising out of or in connection with any claim brought against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights, arising out of, or in connection with, the receipt, use or supply of the Services and the Deliverables; and

(c) shall not be in breach of the warranty at clause 14.4(a), and the Customer shall have no claim under the indemnity at clause 14.4(b), to the extent the infringement arises from:

(i) the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in any Deliverable;

(ii) any modification of the Deliverables or Services, other than by or on behalf of the Supplier; and

(iii) compliance with the Customer's specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Supplier shall notify the Customer if it knows or suspects that compliance with such specification or instruction may result in infringement.

14.5 The Customer:

(a) warrants that the receipt and use of the Customer Materials in the performance of the Contract by the Supplier, its agents, subcontractors or consultants shall not infringe the rights, including any Intellectual Property Rights, of any third party; and

(b) shall indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including 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 reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with any claim brought against the Supplier, its agents, subcontractors or consultants for actual or alleged infringement of a third party's Intellectual Property Rights, arising out of, or in connection with, the receipt or use in the performance of the Contract of the Customer Materials.

14.6 If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this clause 14, the Indemnified Party shall:

(a) notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at clause 14.4(b) or clause 14.5(a) (as applicable) (IPRs Claim);

(b) allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party's prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party's costs so incurred; and

(d) not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

15. Compliance with laws and policies

15.1 In performing its obligations under the Contract, the parties shall comply with all Applicable Laws.

15.2 Changes to the Services required or necessary as a result of changes to the Applicable Laws shall be subject to the provisions of clause 7 (Change control).

16. Data protection

16.1 For the purposes of this clause 16 , the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

16.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 16 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

16.3 Any breach of the requirements of the Data Protection Legislation shall be deemed to be a material breach of the Contract.

17. Confidentiality

17.1 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, except as permitted by clause 17.2.

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

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with 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 17; and

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

17.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

18. Limitation of liability

18.1 References to liability in this clause 18 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise.

18.2 Nothing in this this clause 18 shall limit the Customer’s payment obligations under the Contract and/or the ability of the Supplier to recover any loss of profit in relation to such Charges.

18.3 ’Nothing in the Contract limits any liability which cannot legally be limited, including

liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

18.4 Subject to clause 18.3 (liabilities which cannot legally be limited), the Supplier’s total liability to the Customer shall not exceed the following:

(a) the sum of £500,000 in respect of any breach of data protection legislation; or

(b) the amount of the Charges received by the Supplier in relation to any other losses or liabilities under the Contract.

18.5 Subject to clause 18.2 (No limitation on the customer's payment obligations) and clause 18.3 (Liabilities which cannot legally be limited), this clause 18.6 specifies the types of losses that are excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and (g) indirect or consequential loss.

18.6 The Supplier has given commitments as to compliance of the Services with relevant specifications in clause 4 (Supplier's responsibilities). 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.

19. Termination

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

(a) the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;

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

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

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

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

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

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

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

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 19.1(c) to clause 19.1(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease,

carrying on all or a substantial part of its business; or

(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

19.2 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 Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 10 Business Days after being notified in writing to make such payment.

20. Obligations on termination and survival

20.1 Obligations on termination or expiry

On termination or expiry of the Contract:

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

(b) the Customer shall, within a reasonable time, return all of the Supplier's Equipment. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of the Supplier's Equipment. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

20.2 Survival

(a) Termination or expiry of the Contract shall not affect any 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.

21. Force majeure

21.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c ) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (g) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and (h) interruption or failure of utility service.

21.2 Provided it has complied with clause 21.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

21.3 The corresponding obligations of the other party will be suspended, and the time for performance of such obligations extended, to the same extent as those of the Affected Party.

21.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than two Business Days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

21.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than eight weeks, the party not affected by the Force Majeure Event may terminate the Contract by giving two weeks' prior written notice to the Affected Party.

22. Assignment and other dealings

22.1 The Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

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

23. Variation

Subject to clause 7 (Change control), no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. Waiver

24.1 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.

24.2 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.

25. Rights and remedies

The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

26. Severance

26.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

26.2 If any provision or part-provision of the Contract is deemed deleted under clause 26.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

27. Entire agreement

27.1 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.

27.2 Each party agrees that it 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.

28. No partnership or agency

28.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

28.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

29. Third party rights

29.1 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.

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

30. Notices

30.1 Any notice given to a party under or in connection with the Contract shall be in writing and shall be 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).

30.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

30.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 31. Dispute Resolution

31.1 In the event of any dispute arising in connection with the Contract, a representative of each of the parties with sufficient seniority to resolve matters shall arrange to meet in good within 14 days of any such dispute arising.

31.2 If the meeting does not resolve the dispute, within 20 Business Days of it being referred to them, the parties agree to enter into mediation in good faith to settle the Dispute in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party to the Dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR.

31.3 Unless otherwise agreed between the parties, the mediation will start not later than 15 Business Days after the date of the ADR notice. Costs of the mediation shall be borne equally.

32. Governing law and jurisdiction

32.1 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.

32.2 Each party irrevocably agrees that the courts of England 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.

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