Terms and Conditions*

This agreement is made on the date in your Project Plan, between:

Clixels Group Ltd, incorporated and registered in England with company number 13183017, whose registered office is at 3rd Floor 5 Temple Square, Temple Street, Liverpool, United Kingdom, L2 5RH, trading as Clixels (Supplier).

and

You, the Customer as set out in the Project Plan (Customer).

1. Interpretation

1.1.1 “Effective Date” the date of this Contract.

1.1.2. “Fees” the fees payable to the Supplier, as described in Project Plan.

1.1.3. “Initial Term” the period from the Effective Date and continue for the Initial Term specified in the Project Plan.

1.1.4. “Maintenance” any error corrections, updates and upgrades that the Supplier may provide or perform with respect to the Managed Services, as well as any other support or training services to be provided to the Customer under this Contract, all as described in Project Plan.

1.1.5. “Managed Services Specification” the specification for the Managed Services as described in Project Plan.

1.1.6. “Mitigate” the taking of such reasonable steps that would be taken by a prudent supplier in accordance with Good Industry Practice to mitigate against the Incident in question, which may include (in the case of a Vulnerability) coding changes, but could also include specification changes (for example, removal of affected protocols or functionality in their entirety), provided these are approved by the Customer in writing in advance, and the terms Mitigated and Mitigation shall be construed accordingly.

1.1.7. “Project Plan” the plan to be developed or as developed (as applicable) in the planning stage of the Set-up Services.

1.1.8. A reference to a statute or statutory provision is a reference to it as amended, extended, consolidated, replaced, superseded, re-enacted or otherwise converted, modified or incorporated into law from time to time. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.1.9. A reference to writing or written includes e-mail but not fax.

2. Services

2.1. The Supplier provides the Services to customers in line with the Project Plan. The Supplier and the Customer have agreed to provide the Services subject to the terms and conditions of each type of contract, as specified.

3. Data Protection

3.1. Each party agrees to comply with the Supplier’s Privacy Policy in processing data.

3.2. It is agreed that the Customer will be the data controller and the Supplier will be the data processor.

3.3. Each party agrees to provide mutual assistance in complying with their obligations under the Data Protection Act 2018 and the General Data Protection Regulations.

4. Warranties

4.1. The Customer and the Supplier both warrant and represent that they have all necessary authority and capacity to enter into this Contract.

5. Interest on late payment of fees

5.1. If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclay’s Bank’s base rate.

6. Change control

6.1. If either party wishes to change the scope of the Services it shall submit details of the requested change to the other in writing. No change will be made to the terms of this Contract unless it is in writing and signed by both parties.

7. Proprietary rights

7.1. The Supplier will own the Intellectual Property of the Work Product under this Contract.

7.2. The Customer owns and retains all rights to the Customer Data.

7.3. Each party grants to the other a limited, non-exclusive, non-sub-licensable right for the Term of this Contract of their respective proprietary rights to the extent necessary to allow the party to fulfil their obligations under this Contract.

7.4. Where the Supplier has agreed to transfer any proprietary rights to the Customer under an agreement, these rights will not pass until the Customer has paid the Supplier’s fees (including any interest) in full to the satisfaction of the Supplier.

7.5. So far as stock photographs are concerned, the Supplier warrants that they reasonably believe they have a licence from the photographer to use the photographs and will provide a licence to the Customer to use those photographs as part of the Services. However, in the event that the Supplier is unable to grant a sub-licence, the Customer agrees not to hold the Supplier liable.

8. Confidentiality

8.1. Each party shall keep the other party’s Confidential Information confidential.

8.2. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose.

8.3. Each party reserves all rights in its Confidential Information.

8.4. The provisions of this clause 16 shall continue to apply after expiry or termination of this Contract for any reason.

9. Limitation if liability

9.1. The Supplier’s total liability under or in connection with this Contract shall be limited to £100,000. This limit shall apply howsoever that liability arises.

9.2. The Supplier will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any loss of revenue, profit, goodwill, or any loss of corruption of data or information.

10. Term and termination

10.1. All Clixels Group Ltd. contracts shall:

10.1.1. commence on the Effective Date.

10.1.2. unless terminated earlier in accordance with this clause 11, continue in force for the Initial Term.

10.1.3. Following the end of the Initial Term, end automatically unless the parties agree to extend it (such agreement may be oral, in writing, or by conduct), in which case it will continue until one party gives notice to the other party of the period set out in the Project Plan.

10.2. Without prejudice to any other right or remedy available to it, the Supplier may terminate this Contract with immediate effect by giving written notice to the other party if:

10.2.1. the Customer fails to pay any amount due under this Contract on the due date for payment;

10.2.2. the Customer commits a material breach of this contract; or

10.2.3. the Customer takes or becomes subject to any action that could reasonably lead to an insolvency event under the Insolvency Act 1986.

10.3. Any provision of this Contract which expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Contract shall remain in full force and effect.

10.4. Termination of this Contract for any reason shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at expiry or termination.

10.5. On expiry or termination of this Contract for any reason:

10.5.1. the Supplier shall immediately cease provision of the Services, Set-Up Services, Managed Services and Maintenance Services as the case may be;

10.5.2. each party shall return and cease to use any items belonging to the other party.

10.6 All partnership agreements shall be effective from the date the agreement is signed and be effective for a minimum of twelve (12) months.

10.6.1 Following the twelve (12) month agreement, if either party has not given notice to end the agreement, the agreement will continue to roll on a month by month basis from thereon.

11. Force majeure

11.1. Neither party shall have any liability to the other under this Contract if it is prevented from, or delayed in, performing its obligations under this Contract, arising from any Force Majeure Event.

12. Waiver

12.1. No failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy.

13. Severance

13.1. If any provision or part-provision of this Contract is found by any court to be invalid, illegal or unenforceable, that provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.

14. Entire agreement

14.1. This Contract constitutes the entire agreement between the parties. Each party acknowledges that it does not rely on any agreement that is not set out in this Contract.

15. Assignment

15.1. Neither party shall, without the prior written consent of the other, assign, transfer or otherwise deal in any other manner with any of its rights or obligations under this Contract.

16. Third party rights

16.1. Except as expressly provided elsewhere in this Contract, no one other than a party to this Contract shall have any right to enforce any of its terms.

17. Notices

17.1. Any notice or communication shall be deemed to have been received in line with the rules in Part 6 of the Civil Procedure Rules.

18. Governing law and jurisdiction

18.1. This Contract, and any dispute or claim arising out of or in connection with it shall be governed by the law of England.

18.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute.