Please read these Terms and Conditions carefully. All contracts that the Provider may  enter into from time to time for the provision of the Hosted Services and related services  shall be governed by these Terms and Conditions, and the Provider will ask for the  Customer's express written acceptance of these Terms and Conditions before providing  any such services to the Customer.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise: 'Acceptance Criteria' means:

(a) the Platform and Hosted Services conforming in all respects with the Hosted  Services Specification; and

(b) the Hosted Services being free from Hosted Services Defects;

'Acceptance Period' means a period of 10 Business Days following the making  available of the Hosted Services to the Customer for the purposes of testing in  accordance with Clause 4 or any repeated making available of the Hosted Services  to the Customer for the purposes of testing in accordance with Clause 4, or such  other period or periods as the parties may agree in writing;

'Acceptance Tests' means a set of tests designed to establish whether the  Hosted Services meet the Acceptance Criteria, providing that the exact form of the  tests shall be determined and documented by the Provider acting reasonably, and  communicated to the Customer in advance of the first Acceptance Period OR  determined and documented by the Customer acting reasonably, and  communicated to the Provider in advance of the carrying out of the tests OR  agreed and documented by the parties acting reasonably in advance of the first  Acceptance Period

'Access Credentials' means the usernames, passwords and other credentials  enabling access to the Hosted Services, including both access credentials for the  User Interface and access credentials for the API;

'Affiliate' means an entity that Controls, is Controlled by, or is under common  Control with the relevant entity;

'Agreement' means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

'Anti-Corruption Laws' means all applicable anti-bribery and anti-corruption  laws (including the Bribery Act 2010);

'Anti-Slavery Laws' means all applicable anti-slavery and anti-human trafficking  laws (including the Modern Slavery Act 2015);

'Anti-Tax Evasion Laws' means all applicable anti-tax evasion laws (including  the Criminal Finances Act 2017);

'API' means the application programming interface for the Hosted Services  defined by the Provider and made available by the Provider to the Customer;

'Business Day' means any weekday other than a bank or public holiday in  England;

'Business Hours' means the hours of 09:00 to 17:00 GMT/BST on a Business  Day;

'CCN' means a change control notice issued in accordance with Clause 17;

'CCN Consideration Period' means the period of 10 Business Days following the  receipt by a party of the relevant CCN from the other party;

'Change' means any change to the scope of the Services OR any change to the  Agreement OR specify changes;

'Charges' means the following amounts:

(a) the amounts specified in Section 5 of the Services Order Form;

(b) such amounts as may be agreed in writing by the parties from time to time;  and

(c) amounts calculated by multiplying the Provider's standard time-based  charging rates (as notified by the Provider to the Customer before the date  of the Agreement) by the time spent by the Provider's personnel performing  the Support Services (rounded down by the Provider to the nearest quarter  hour;

'Confidential Information' means the Provider Confidential Information and the  Customer Confidential Information;

'Control' means the legal power to control (directly or indirectly) the  management of an entity (and 'Controlled' should be construed accordingly);

'Customer' means the person or entity identified as such in Section 1 of the  Services Order Form;

'Customer Confidential Information' means:

(a) any information disclosed by or on behalf of the Customer to the Provider  during the Term OR at any time before the termination of the Agreement  whether disclosed in writing, orally or otherwise) that at the time of  disclosure:

(i) was marked or described as 'confidential'; or

(ii) should have been reasonably understood by the Provider to be  confidential; and

'Customer Data' means all data, works and materials: uploaded to or stored on  the Platform by the Customer; transmitted by the Platform at the instigation of the  Customer; supplied by the Customer to the Provider for uploading to, transmission  by or storage on the Platform; or generated by the Platform as a result of the use  of the Hosted Services by the Customer (but excluding analytics data relating to  the use of the Platform and server log files);

'Customer Indemnity Event' has the meaning given to it in Clause 27.3;

'Customer Personal Data' means any Personal Data that is processed by the  Provider on behalf of the Customer in relation to the Agreement, with respect to  which the Provider is a data controller;

'Customer Representatives' means the person or persons identified as such in  Section 6 of the Services Order Form, and any additional or replacement persons  that may be appointed by the Customer giving to the Provider written notice of the  appointment;

'Customer Systems' means the hardware and software systems of the Customer  that interact with, or may reasonably be expected to interact with, the Hosted  Services;

'Customisation' means a customisation of the Hosted Services, whether made  through the development, configuration or integration of software, or otherwise;

'Data Protection Laws' means all applicable laws relating to the processing of  Personal Data including, while they are in force and applicable, the United  Kingdom's Data Protection Act 2018 and the General Data Protection Regulation  (Regulation (EU) 2016/679);

'Documentation' means the documentation for the Hosted Services produced by  the Provider and delivered or made available by the Provider to the Customer;

'Effective Date' means the date upon which the parties execute a hard-copy  Services Order Form; or, following the Customer completing and submitting the  online Services Order Form published by the Provider on the Provider's website,  the date upon which the Provider sends to the Customer an order confirmation;

'Expenses' means the travel, accommodation and subsistence expenses that are  reasonably necessary for, and incurred by the Provider exclusively in connection  with, the performance of the Provider's obligations under the Agreement;

'Force Majeure Event' means an event, or a series of related events, that is  outside the reasonable control of the party affected (including failures of the  internet or any public telecommunications network, hacker attacks, denial of  service attacks, virus or other malicious software attacks or infections, power  failures, industrial disputes affecting any third party, changes to the law, disasters,  explosions, fires, floods, riots, terrorist attacks and wars);

'Hosted Services' means Amazon Web Services (AWS), as specified in the  Hosted Services Specification, which will be made available by the Provider to the  Customer as a service via the internet in accordance with these Terms and  Conditions;

'Hosted Services Defect' means a defect, error or bug in the Platform having an  adverse effect OR a material adverse effect on the appearance, operation,  functionality or performance of the Hosted Services, but excluding any defect,  error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the  Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation,  whether by the Customer or by any person authorised by the Customer;

(c) a failure of the Customer to perform or observe any of its obligations in the  Agreement; and/or

(d) an incompatibility between the Platform or Hosted Services and any other  system, network, application, program, hardware or software not specified  as compatible in the Hosted Services Specification;

'Hosted Services Specification' means the specification for the Platform and  Hosted Services set out in Section 3 of the Services Order Form and in the  Documentation;

'Intellectual Property Rights' means all intellectual property rights wherever in  the world, whether registrable or unregistrable, registered or unregistered,  including any application or right of application for such rights (and these  'intellectual property rights' include copyright and related rights, database rights,  confidential information, trade secrets, know-how, business names, trade names,  trade marks, service marks, passing off rights, unfair competition rights, patents,  petty patents, utility models, semi-conductor topography rights and rights in  designs);

'Maintenance Services' means the general maintenance of the Platform and  Hosted Services, and the application of Updates and Upgrades;

'Minimum Term' means, in respect of the Agreement, the period of 12 months  beginning on the Effective Date;

'Personal Data' has the meaning given to it in the Data Protection Laws  applicable in the United Kingdom OR the European Union from time to time;

'Platform' means the platform managed by the Provider and used by the Provider  to provide the Hosted Services, including the application and database software for  the Hosted Services, the system and server software used to provide the Hosted  Services, and the computer hardware on which that application, database, system  and server software is installed;

'Provider' means VOYSE Limited, a company incorporated in England and Wales  (reg number 08575516) having its registered office at GPG House, 8 Walker  Avenue, Wolverton Mill, MK12 5TW.

'Provider Confidential Information' means:

(a) any information disclosed by or on behalf of the Provider to the Customer  during the Term OR at any time before the termination of the Agreement  (whether disclosed in writing, orally or otherwise) that at the time of  disclosure was marked or described as 'confidential' or should have been  understood by the Customer (acting reasonably) to be confidential; and

'Provider Indemnity Event' has the meaning given to it in Clause 27.1;

'Provider Representatives' means the person or persons identified as such in  Section 6 of the Services Order Form, and any additional or replacement persons  that may be appointed by the Provider giving to the Customer written notice of the  appointment;

'Remedy Period' means a period of 20 Business Days following the Customer  giving to the Provider a notice that the Hosted Services have failed the Acceptance  Tests, or such other period as the parties may agree in writing;

'Services' means any services that the Provider provides to the Customer, or has  an obligation to provide to the Customer, under these Terms and Conditions;

'Services Order Form' means an online order form published by the Provider  and completed and submitted by the Customer, or a hard-copy order form signed  or otherwise agreed by or on behalf of each party, in each case incorporating these  Terms and Conditions by reference;

'Set Up Services' means the configuration, implementation and integration of the  Hosted Services in accordance with Section 2 of the Services Order Form;

'Support Services' means support in relation to the use of, and the identification  and resolution of errors in, the Hosted Services, but shall not include the provision  of training services;

'Supported Web Browser' means the current release from time to time of  Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web  browser that the Provider agrees in writing shall be supported;

'Term' means the term of the Agreement, commencing in accordance with Clause  2.1 and ending in accordance with Clause 2.2;

'Terms and Conditions' means all the documentation containing the provisions  of the Agreement, namely the Services Order Form, the main body of these Terms  and Conditions and the Schedules, including any amendments to that  documentation from time to time;

'Third Party Services' means any hosted, cloud or software-based services  provided by any third party that are or may be integrated with the Hosted Services  by the Provider from time to time in circumstances where the Customer must, in  order to activate the integration, have an account with the relevant services  provider or obtain activation or access credentials from the relevant services  provider;

'Update' means a hotfix, patch or minor version update to any Platform software; 'Upgrade' means a major version upgrade of any Platform software; and

'User Interface' means the interface for the Hosted Services designed to allow  individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in  accordance with Clause 30 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form  shall create a distinct contract under these Terms and Conditions.

3. Set Up Services

3.1 The Provider shall provide the Set Up Services to the Customer.

3.2 The Provider shall use all reasonable endeavours to ensure the timetable set out in  Section 2 of the Services Order Form OR upon or promptly following the Effective  Date OR specify date or period.

3.3 The Customer acknowledges that a delay in the Customer performing its  obligations in the Agreement may result in a delay in the performance of the Set  Up Services; and subject to Clause 28.1 the Provider will not be liable to the  Customer in respect of any failure to meet the Set Up Services timetable to the

extent that that failure arises out of a delay in the Customer performing its  obligations under these Terms and Conditions.

3.4 Subject to any written agreement of the parties to the contrary, any Intellectual  Property Rights that may arise out of the performance of the Set Up Services by  the Provider shall be the exclusive property of the Provider.

4. Acceptance procedure

4.1 During each Acceptance Period, the Customer shall carry out the Acceptance Tests.

4.2 The Provider shall provide to the Customer at the Provider's own cost and expense  OR at the Customer's cost and expense all such assistance and co-operation in  relation to the carrying out of the Acceptance Tests as the Customer may  reasonably request.

4.3 Before the end of each Acceptance Period, the Customer shall give to the Provider  a written notice specifying whether the Hosted Services have passed or failed the  Acceptance Tests.

4.4 If the Customer fails to give to the Provider a written notice in accordance with  Clause 4.3, then the Hosted Services shall be deemed to have passed the  Acceptance Tests.

4.5 If the Customer notifies the Provider that the Hosted Services have failed the  Acceptance Tests, then the Customer must provide to the Provider, at the same  time as the giving of the notice, written details of the results of the Acceptance  Tests including full details of the identified failure.

4.6 If the Customer notifies the Provider that the Hosted Services have failed the  Acceptance Tests:

(a) if the Provider acting reasonably agrees with the Customer that the Hosted  Services do not comply with the Acceptance Criteria OR have not passed the  Acceptance Tests, then the Provider must correct the issue and make  available the corrected Hosted Services to the Customer before the end of  the Remedy Period for a further round of Acceptance Tests; or

(b) otherwise, then the parties must meet as soon as practicable and in any case  before the expiry of the Remedy Period and use their best endeavours to  agree whether the Hosted Services do not comply with the Acceptance  Criteria OR have not passed the Acceptance Tests, and if appropriate a plan  of action reasonably satisfactory to both parties, and they must record any  agreement reached in writing.

4.7 Notwithstanding the other provisions of this Clause 4, but subject to any written  agreement of the parties to the contrary, the maximum number of rounds of  Acceptance Tests under this Clause 4 shall be 3, and if the final round of  Acceptance Tests is failed OR the Acceptance Criteria have not been met by the  end of the final round of Acceptance Tests, the Provider shall be deemed to be in  material breach of the Agreement.

4.8 A notification by the Customer that the Hosted Services have passed the  Acceptance Tests will not prejudice the Customer's rights in the event of a breach  of any warranty given by the Provider to the Customer in the Agreement in  relation to the Hosted Services; nor will any deemed passing of the Acceptance  Tests under this Clause 4. OR If the Customer notifies the Provider that the Hosted  Services have passed, or are deemed to have passed, the Acceptance Tests under  this Clause 4, then subject to Clause 28.1 the Customer will have no right to make

any claim under or otherwise rely upon any warranty given by the Provider to the  Customer in the Agreement in relation to the specification and performance of the  Hosted Services, unless the Customer could not reasonably have been expected to  have identified the breach of that warranty during the testing process.

5. Hosted Services

5.1 The Provider shall provide, or shall ensure that the Platform will provide, to the  Customer upon the Effective Date OR upon the completion of the Set Up Services  OR upon the acceptance or deemed acceptance of the Hosted Services by the  Customer the Access Credentials necessary to enable the Customer to access and  use the Hosted Services.

5.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to  use the Hosted Services by means of the User Interface and the API for the  internal business purposes of the Customer in accordance with the Documentation  during the Term.

5.3 The licence granted by the Provider to the Customer under Clause 5.2 is subject to  the following limitations:

(a) the User Interface may only be used through a Supported Web Browser or  the Mobile App;

(b) the User Interface may only be used by the officers, employees, agents and  subcontractors of either the Customer or an Affiliate of the Customer;

(c) the User Interface may only be used by the named users identified in the  Services Order Form OR identify document, providing that the Customer may  change, add or remove a designated named user in accordance with the user  change procedure defined by the Hosted Services;

(d) the User Interface must not be used at any point in time by more than the  number of concurrent users specified in the Services Order Form OR  providing that the Customer may add or remove concurrent user licences in  accordance with the licence change procedure defined by the Hosted  Services; and

(e) the API may only be used by an application or applications approved by the  Provider in writing and controlled by the Customer.

5.4 Except to the extent expressly permitted in these Terms and Conditions or  required by law on a non-excludable basis, the licence granted by the Provider to  the Customer under Clause 5.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Hosted  Services;

(b) the Customer must not permit any unauthorised person or application to  access or use the Hosted Services;

(c) the Customer must not use the Hosted Services to provide services to third  parties;

(d) the Customer must not republish or redistribute any content or material from  the Hosted Services;

(e) the Customer must not make any alteration to the Platform, except as  permitted by the Documentation; and

(f) the Customer must not conduct or request that any other person conduct  any load testing or penetration testing on the Platform or Hosted Services  without the prior written consent of the Provider.

5.5 The Customer shall implement and maintain reasonable security measures relating  to the Access Credentials to ensure that no unauthorised person or application  may gain access to the Hosted Services by means of the Access Credentials.

5.6 The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern  the availability of the Hosted Services.

5.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must  ensure that all persons using the Hosted Services with the authority of the  Customer or by means of the Access Credentials comply with Schedule 1  (Acceptable Use Policy).

5.8 The Customer must not use the Hosted Services in any way that causes, or may  cause, damage to the Hosted Services or Platform or impairment of the availability  or accessibility of the Hosted Services.

5.9 The Customer must not use the Hosted Services in any way that uses excessive  Platform resources and as a result is liable to cause a material degradation in the  services provided by the Provider to its other customers using the Platform; and  the Customer acknowledges that the Provider may use reasonable technical  measures to limit the use of Platform resources by the Customer for the purpose of  assuring services to its customers generally.

5.10 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or  activity.

5.11 For the avoidance of doubt, the Customer has no right to access the software code  (including object code, intermediate code and source code) of the Platform, either  during or after the Term.

6. Customisations

6.1 The Provider and the Customer may agree that the Provider shall design, develop  and implement a Customisation or Customisations in accordance with a  specification and project plan agreed in the Services Order Form or in writing by  the parties OR using the Change control procedure in Clause 17.

6.2 All Intellectual Property Rights in the Customisations shall, as between the parties,  be the exclusive property of the Provider (unless the parties agree otherwise in  writing).  

6.3 From the time and date when a Customisation is first delivered or made available  by the Provider to the Customer, the Customisation shall form part of the Platform,  and accordingly from that time and date the Customer's rights to use the  Customisation shall be governed by Clause 5.

6.4 The Customer acknowledges that the Provider may make any Customisation  available to any of its other customers or any other third party at any time after  the end of the period of 90 days following the making available of the  Customisation to the Customer.

7. Scheduled maintenance

7.1 The Provider may from time to time suspend the Hosted Services for the purposes  of scheduled maintenance to the Platform, providing that such scheduled  maintenance must be carried out in accordance with this Clause 7.

7.2 The Provider shall where practicable give to the Customer at least 5 Business  days' prior written notice of scheduled maintenance that will, or is likely to, affect  the availability of the Hosted Services or have a material negative impact upon the  Hosted Services.

7.3 The Provider shall ensure that all scheduled maintenance is carried out outside  Business Hours.

7.4 The Provider shall ensure that, during each calendar month, the aggregate period  during which the Hosted Services are unavailable as a result of scheduled  maintenance, or negatively affected by scheduled maintenance to a material  degree, does not exceed 8 hours.

OR

7. Maintenance Services

7.1 The Provider shall provide the Maintenance Services to the Customer during the  Term.

7.2 The Provider shall provide the Maintenance Services with reasonable skill and care  OR in accordance with the standards of skill and care reasonably expected from a  leading service provider in the Provider's industry.

7.3 The Provider shall provide the Maintenance Services in accordance with Schedule 3  (Maintenance SLA).

7.4 The Provider may suspend the provision of the Maintenance Services if any  amount due to be paid by the Customer to the Provider under the Agreement is  overdue, and the Provider has given to the Customer at least 30 days' written  notice, following the amount becoming overdue, of its intention to suspend the  Maintenance Services on this basis.

8. Support Services

8.1 The Provider shall provide the Support Services to the Customer during the Term.

8.2 The Provider shall provide the Support Services with reasonable skill and care OR  in accordance with the standards of skill and care reasonably expected from a  leading service provider in the Provider's industry.

8.3 The Provider shall provide the Support Services in accordance with Schedule 4  (Support SLA).

8.4 The Provider may suspend the provision of the Support Services if any amount due  to be paid by the Customer to the Provider under the Agreement is overdue, and  the Provider has given to the Customer at least 30 days' written notice, following  the amount becoming overdue, of its intention to suspend the Support Services on  this basis.

9. Customer obligations

9.1 Save to the extent that the parties have agreed otherwise in writing, the Customer  must provide to the Provider, or procure for the Provider, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under  the Agreement.

9.2 The Customer must provide to the Provider, or procure for the Provider, such  access to the Customer's computer hardware, software, networks and systems as  may be reasonably required by the Provider to enable the Provider to perform its  obligations under the Agreement.  

10. Customer Systems

10.1 The Customer shall ensure that the Customer Systems comply, and continue to  comply during the Term, with the requirements of Section 4 of the Services Order  Form in all material respects, subject to any changes agreed in writing by the  Provider.

11. Customer Data

11.1 The Customer hereby grants to the Provider a non-exclusive licence to copy,  reproduce, store, distribute, publish, export, adapt, edit and translate the  Customer Data to the extent reasonably required for the performance of the  Provider's obligations and the exercise of the Provider's rights under the  Agreement. The Customer also grants to the Provider the right to sub-license  these rights to its hosting, connectivity and telecommunications service providers,  subject to any express restrictions elsewhere in the Agreement.

11.2 The Customer warrants to the Provider that the Customer Data OR the Customer  Data when used by the Provider in accordance with the Agreement will not infringe  the Intellectual Property Rights or other legal rights of any person, and will not  breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

11.4 Within the period of 1 Business Day following receipt of a written request from the  Customer, the Provider shall use all reasonable endeavours to restore to the  Platform the Customer Data stored in any back-up copy created and stored by the  Provider in accordance with Clause 11.3. The Customer acknowledges that this  process will overwrite the Customer Data stored on the Platform prior to the  restoration.

12. Integrations with Third Party Services

12.1 The Hosted Services are integrated with certain Third Party Services OR the Third  Party Services specified in the Services Order Form; and the Provider may  integrate the Hosted Services with additional Third Party Services at any time.

OR

12.1 The Provider may integrate the Hosted Services with any Third Party Services at  any time.

12.2 Notwithstanding the presence of any Third Party Services integration, particular  Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:

(a) the Customer; or

(b) the Provider with the prior written agreement of the Customer.

12.3 The Provider shall use reasonable endeavours to maintain any integration with  Third Party Services that has been activated with respect to the Hosted Services  account of the Customer. Subject to this, the Provider may remove, suspend,  deactivate or limit any Third Party Services integration at any time in its sole  discretion.

12.4 The supply of Third Party Services shall be under a separate contract or  arrangement between the Customer and the relevant third party. The Provider  does not contract to supply the Third Party Services and is not a party to any  contract for, or otherwise responsible in respect of, the provision of any Third Party  Services. Fees may be payable by the Customer to the relevant third party in  respect of the use of Third Party Services.

12.5 The Customer acknowledges and agrees that:

(a) the activation of Third Party Services with respect to the Hosted Services  account of the Customer may result in the transfer of Customer Data and/or  Customer Personal Data from the Hosted Services to the relevant Third Party  Services and vice versa;

(b) the Provider has no control over, or responsibility for, any disclosure,  modification, deletion or other use of Customer Data and/or Customer  Personal Data by any provider of Third Party Services;

(c) the Customer must ensure that it has in place the necessary contractual  safeguards to ensure that the transfer of Customer Personal Data to, and  use of Customer Personal Data by, a provider of Third Party Services is  lawful; and

(d) the Customer shall ensure that the transfer of Customer Data to a provider  of Third Party Services does not infringe any person's Intellectual Property  Rights or other legal rights and will not put the Provider in breach of any  applicable laws.

12.6 Additional Charges may be payable by the Customer to the Provider in respect of  the activation and/or use of a Third Party Services integration, as set out in the  Services Order Form.

12.7 Subject to Clause 28.1:

(a) the Provider gives no guarantees, warranties or representations in respect of  any Third Party Services; and

(b) the Provider shall not be liable to the Customer in respect of any loss or  damage that may be caused by Third Party Services or any provider of Third  Party Services.

14. No assignment of Intellectual Property Rights

14.1 Nothing in these Terms and Conditions shall operate to assign or transfer any  Intellectual Property Rights from the Provider to the Customer, or from the  Customer to the Provider.

15. Representatives

15.1 The Provider shall ensure that all instructions given by the Provider in relation to  the matters contemplated in the Agreement will be given by a Provider  Representative to a Customer Representative, and the Customer:

(a) may treat all such instructions as the fully authorised instructions of the  Provider; and

(b) must not OR may decline to comply with any other instructions in relation to  that subject matter.

15.2 The Customer shall ensure that all instructions given by the Customer in relation to  the matters contemplated in the Agreement will be given by a Customer  Representative to a Provider Representative, and the Provider:

(a) may treat all such instructions as the fully authorised instructions of the  Customer; and

(b) must not OR may decline to comply with any other instructions in relation to  that subject matter.

16. Management

16.1 The parties shall hold management meetings at each party's offices, by telephone  conference or using internet-based conferencing facilities:

(a) at the reasonable request of either party.

16.2 A party requesting a management meeting shall give to the other party at least 10  Business days' written notice of the meeting.

16.3 Wherever necessary to enable the efficient conduct of business, the Provider shall  be represented at management meetings by at least 1 Provider Representative  and the Customer shall be represented at management meetings by at least 1  Customer Representative.

17. Change control

17.1 The provisions of this Clause 17 apply to each Change requested by a party. 17.2 Either party may request a Change at any time.

17.3 A party requesting a Change shall provide to the other party a completed CCN in  the form specified in Schedule 5 (Form of CCN).

17.4 A party in receipt of a CCN may:

(a) accept the CCN, in which case that party must countersign the CCN and  return it to the other party before the end of the CCN Consideration Period;

(b) reject the CCN, in which case that party must inform the other party of this  rejection before the end of the CCN Consideration Period; or

(c) issue an amended CCN to the other party before the end of the CCN  Consideration Period, in which case this Clause 17 will reapply with respect  to the amended CCN.

17.5 A proposed Change will not take effect until such time as a CCN recording the  Change has been signed by or on behalf of each party.

18. Charges

18.1 The Customer shall pay the Charges to the Provider in accordance with these  Terms and Conditions.

18.2 If the Charges are based in whole or part upon the time spent by the Provider  performing the Services, the Provider must obtain the Customer's written consent  before performing Services that result in any estimate of time-based Charges  given to the Customer being exceeded or any budget for time-based Charges  agreed by the parties being exceeded; and unless the Customer agrees otherwise  in writing, the Customer shall not be liable to pay to the Provider any Charges in  respect of Services performed in breach of this Clause 18.2.

18.3 All amounts stated in or in relation to these Terms and Conditions are, unless the  context requires otherwise, stated inclusive of any applicable value added taxes  OR exclusive of any applicable value added taxes, which will be added to those  amounts and payable by the Customer to the Provider.

18.4 The Provider may elect to vary any element of the Chargesby giving to the  Customer not less than 30 days' written notice of the variation expiring on any  anniversary of the date of execution of the Agreement, providing that no such  variation shall constitute a percentage increase in the relevant element of the  Charges that exceeds 2% over the percentage increase, since the date of the most  recent variation of the relevant element of the Charges under this Clause 18.4 (or,  if no such variation has occurred, since the date of execution of the Agreement), in  the Retail Prices Index (all items) published by the UK Office for National Statistics.

19. Expenses

19.1 The Customer shall reimburse the Provider in respect of any Expenses, providing  that the Provider must obtain the prior written authorisation of the Customer  before incurring any Expenses exceeding such limitations as may be agreed in  writing by the parties from time to time.

19.2 The Provider must collect and collate evidence of all Expenses, and must retain  such evidence during the Term and for a period of 90 days following the end of the  Term.

19.3 Within 10 Business Days following receipt of a written request from the Customer  to do so, the Provider must supply to the Customer such copies of the evidence for  the Expenses in the possession or control of the Provider as the Customer may  specify in that written request.

21. Payments

21.1 The Provider shall issue invoices for the Charges to the Customer on or after the  invoicing dates set out in Section 5 of the Services Order Form

21.2 The Customer must pay the Charges to the Provider within the period of 30 days  following the issue of an invoice in accordance with this Clause 21 OR the receipt  of an invoice issued in accordance with this Clause 21.

21.3 The Customer must pay the Charges by debit card, credit card, direct debit, bank  transfer or cheque (using such payment details as are notified by the Provider to  the Customer from time to time).

21.4 If the Customer does not pay any amount properly due to the Provider under these  Terms and Conditions, the Provider may:

(a) charge the Customer interest on the overdue amount at the rate of 8% per  annum above the Bank of England base rate from time to time (which  interest will accrue daily until the date of actual payment and be  

compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Customer pursuant to  the Late Payment of Commercial Debts (Interest) Act 1998.

OR

21.4 If the Customer does not pay any amount properly due to the Provider under these  Terms and Conditions, the Provider may charge the Customer interest on the  overdue amount at the rate of 2% per annum above the Bank of England base rate  from time to time (which interest will accrue daily until the date of actual payment  and be compounded at the end of each calendar month). The Provider  acknowledges and agrees that it shall have no right to claim interest or statutory  compensation under the Late Payment of Commercial Debts (Interest) Act 1998,  and that its contractual rights under this Clause 21.4 constitute a substantial  remedy within the meaning of that Act.

22. Confidentiality obligations

22.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the  Customer's prior written consent, and then only under conditions of  confidentiality approved in writing by the Customer OR no less onerous than  those contained in these Terms and Conditions;

(c) use the same degree of care to protect the confidentiality of the Customer  Confidential Information as the Provider uses to protect the Provider's own  confidential information of a similar nature, being at least a reasonable  degree of care;

(d) act in good faith at all times in relation to the Customer Confidential  Information; and

22.2 The Customer must:

(a) keep the Provider Confidential Information strictly confidential;

(b) not disclose the Provider Confidential Information to any person without the  Provider's prior written consent, and then only under conditions of  

confidentiality, approved in writing by the Provider OR no less onerous than  those contained in these Terms and Conditions;

(c) use the same degree of care to protect the confidentiality of the Provider  Confidential Information as the Customer uses to protect the Customer's  own confidential information of a similar nature, being at least a reasonable  degree of care;

22.3 Notwithstanding Clauses 22.1 and 22.2, a party's Confidential Information may be  disclosed by the other party to that other party's officers, employees, professional  advisers, insurers, agents and subcontractors who have a need to access the  Confidential Information that is disclosed for the performance of their work with  respect to the Agreement and who are bound by a written agreement or

professional obligation to protect the confidentiality of the Confidential Information  that is disclosed.

22.4 No obligations are imposed by this Clause 22 with respect to a party's Confidential  Information if that Confidential Information:

(a) is known to the other party before disclosure under these Terms and  Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the  other party has no reason to believe that there has been a breach of an obligation of confidentiality.

22.5 The restrictions in this Clause 22 do not apply to the extent that any Confidential  Information is required to be disclosed by any law or regulation, by any judicial or  governmental order or request, or pursuant to disclosure requirements relating to  the listing of the stock of either party on any recognised stock exchange.

22.6 Upon the termination of the Agreement, each party must immediately cease to use  the other party's Confidential Information.

22.7 Following the date of effective termination of the Agreement, and within 5  Business Days following the date of receipt of a written request from the other  party, the relevant party must:

(a) irreversibly delete from its media and computer systems all copies of the  other party's Confidential Information (and ensure that the other party's  Confidential Information is irreversibly deleted from the media and computer  systems of all persons to whom the relevant party has directly or indirectly  disclosed that Confidential Information);

(b) ensure that no other copies of the other party's Confidential Information  remain in the relevant's party possession or control (or the possession of  control of any person to whom the relevant party has directly or indirectly  disclosed the other party's Confidential Information);  

(c) certify in writing to the other party that it has complied with the  requirements of this Clause 22.7,

subject in each case to any obligations that the relevant party has under the  Agreement to supply or make available to the other party any data or information,  and providing that the relevant party shall have no obligation under this Clause  22.7 to delete or to cease to possess or control any of the other party's  Confidential Information to the extent that the relevant party is required by  applicable law to retain that Confidential Information, or to the extent that the  Confidential Information is contained in define excluded document types.

22.8 The provisions of this Clause 22 shall continue in force indefinitely following the  termination of the Agreement OR for a period of 5 years following the termination  of the Agreement, at the end of which period they will cease to have effect.

24. Data protection

24.1 Each party shall comply with the Data Protection Laws with respect to the  processing of the Customer Personal Data.

24.2 The Customer warrants to the Provider that it has the legal right to disclose all  Personal Data that it does in fact disclose to the Provider under or in connection  with the Agreement.

24.3 The Customer shall only supply to the Provider, and the Provider shall only  process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in  Section 1 of Schedule 6 (Data processing information) (or such other  categories as may be agreed by the parties in writing); and

(b) Personal Data of the types specified in Section 2 of Schedule 6 (Data  processing information) (or such other types as may be agreed by the  parties in writing).

24.4 The Provider shall only process the Customer Personal Data for the purposes  specified in Section 3 of Schedule 6 (Data processing information).

24.5 The Provider shall only process the Customer Personal Data during the Term and  for not more than 30 days following the end of the Term, subject to the other  provisions of this Clause 24.

24.6 The Provider shall only process the Customer Personal Data on the documented  instructions of the Customer (including with regard to transfers of the Customer  Personal Data to any place outside the European Economic Area OR the United  Kingdom, as set out in these Terms and Conditions or any other document agreed  by the parties in writing.

24.7 The Customer hereby authorises the Provider to make the following transfers of  Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally to its own  employees, offices and facilities in the UK, N.America and Australia providing  that such transfers must be protected by appropriate safeguards.

(b) the Provider may transfer the Customer Personal Data to its sub-processors  in the jurisdictions identified in Section 5 of Schedule 6 (Data processing  information), providing that such transfers must be protected by any  appropriate safeguards identified therein; and

(c) the Provider may transfer the Customer Personal Data to a country, a  territory or sector to the extent that the competent data protection  authorities have decided that the country, territory or sector ensures an  adequate level of protection for Personal Data.

24.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider,  an instruction of the Customer relating to the processing of the Customer Personal  Data infringes the Data Protection Laws.

24.9 Notwithstanding any other provision of the Agreement, the Provider may process  the Customer Personal Data if and to the extent that the Provider is required to do  so by applicable law. In such a case, the Provider shall inform the Customer of the  legal requirement before processing, unless that law prohibits such information on  important grounds of public interest.

24.10The Provider shall ensure that persons authorised to process the Customer  Personal Data have committed themselves to confidentiality or are under an  appropriate statutory obligation of confidentiality.

24.11The Provider and the Customer shall each implement appropriate technical and  organisational measures to ensure an appropriate level of security for the  Customer Personal Data, including those measures specified in Section 4 of  Schedule 6 (Data processing information).

24.12The Provider must not engage any third party to process the Customer Personal  Data without the prior specific or general written authorisation of the Customer. In  the case of a general written authorisation, the Provider shall inform the Customer  at least 14 days in advance of any intended changes concerning the addition or  replacement of any third party processor, and if the Customer objects to any such  changes before their implementation, then the Provider must not implement the  changes OR the Customer may terminate the Agreement on 7 days' written notice  to the Provider, providing that such notice must be given within the period of 7  days following the date that the Provider informed the Customer of the intended  changes. The Provider shall ensure that each third party processor is subject to  equivalent legal obligations as those imposed on the Provider by this Clause 24.

24.13As at the Effective Date, the Provider is hereby authorised by the Customer to  engage, as sub-processors with respect to Customer Personal Data, the third  parties identified in Section 5 of Schedule 6 (Data processing information).

24.14The Provider shall, insofar as possible and taking into account the nature of the  processing, take appropriate technical and organisational measures to assist the  Customer with the fulfilment of the Customer's obligation to respond to requests  exercising a data subject's rights under the Data Protection Laws.

24.15The Provider shall assist the Customer in ensuring compliance with the obligations  relating to the security of processing of personal data, the notification of personal  data breaches to the supervisory authority, the communication of personal data  breaches to the data subject, data protection impact assessments and prior  consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates  for any work performed by the Provider at the request of the Customer pursuant to  this Clause 24.15.

24.16The Provider must notify the Customer of any Personal Data breach affecting the  Customer Personal Data without undue delay and, in any case, not later than 72  hours after the Provider becomes aware of the breach.

24.17The Provider shall make available to the Customer all information necessary to  demonstrate the compliance of the Provider with its obligations under this Clause  24 and the Data Protection Laws. The Provider may charge the Customer at its  standard time-based charging rates for any work performed by the Provider at the  request of the Customer pursuant to this Clause 24.17, providing that no such  charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Customer, not more than once per calendar year) of the  standard information security questionnaire of the Customer.

24.18The Provider shall, at the choice of the Customer, delete or return all of the  Customer Personal Data to the Customer after the provision of services relating to  the processing, and shall delete existing copies save to the extent that applicable  law requires storage of the relevant Personal Data.

24.19The Provider shall allow for and contribute to audits, including inspections,  conducted by the Customer or another auditor mandated by the Customer in  respect of the compliance of the Provider's processing of Customer Personal Data  with the Data Protection Laws and this Clause 24. The Provider may charge the  Customer at its standard time-based charging rates for any work performed by the

Provider at the request of the Customer pursuant to this Clause 24.19, providing  that no such charges shall be levied where the request to perform the work arises  out of any breach by the Provider of the Agreement or any security breach  affecting the systems of the Provider.

24.20If any changes or prospective changes to the Data Protection Laws result or will  result in one or both parties not complying with the Data Protection Laws in  relation to processing of Personal Data carried out under the Agreement, then the  parties shall use their best endeavours promptly to agree such variations to the  Agreement as may be necessary to remedy such non-compliance.

25. Warranties

25.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement  and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements  applying to the exercise of the Provider's rights and the fulfilment of the  Provider's obligations under these Terms and Conditions; and

(c) the Provider has or has access to all necessary know-how, expertise and  experience to perform its obligations under these Terms and Conditions.

25.2 The Provider warrants to the Customer that:

(a) the Platform and Hosted Services will conform in all material respects with  the Hosted Services Specification;

(b) the Hosted Services will be free from Hosted Services Defects;

(c) the Platform will be free from viruses, worms, Trojan horses, ransomware,  spyware, adware and other malicious software programs; and

(d) the Platform will incorporate security features reflecting the requirements of  good industry practice.

25.3 The Provider warrants to the Customer that the Hosted Services, when used by the  Customer in accordance with these Terms and Conditions, will not breach any  laws, statutes or regulations applicable under English law.

25.4 The Provider warrants to the Customer that the Hosted Services, when used by the  Customer in accordance with these Terms and Conditions, will not infringe the  Intellectual Property Rights of any person in any jurisdiction and under any  applicable law.

25.5 If the Provider reasonably determines, or any third party alleges, that the use of  the Hosted Services by the Customer in accordance with these Terms and  Conditions infringes any person's Intellectual Property Rights, the Provider may at  its own cost and expense:

(a) modify the Hosted Services in such a way that they no longer infringe the  relevant Intellectual Property Rights; or

(b) procure for the Customer the right to use the Hosted Services in accordance  with these Terms and Conditions.

25.6 The Customer warrants to the Provider that it has the legal right and authority to  enter into the Agreement and to perform its obligations under these Terms and  Conditions.

25.7 All of the parties' warranties and representations in respect of the subject matter  of the Agreement are expressly set out in these Terms and Conditions. To the  maximum extent permitted by applicable law, no other warranties or  representations concerning the subject matter of the Agreement will be implied  into the Agreement or any related contract.

26. Acknowledgements and warranty limitations

26.1 The Customer acknowledges that complex software is never wholly free from  defects, errors and bugs; and subject to the other provisions of these Terms and  Conditions, the Provider gives no warranty or representation that the Hosted  Services will be wholly free from defects, errors and bugs.

26.2 The Customer acknowledges that complex software is never entirely free from  security vulnerabilities; and subject to the other provisions of these Terms and  Conditions, the Provider gives no warranty or representation that the Hosted  Services will be entirely secure.

26.3 The Customer acknowledges that the Hosted Services are designed to be  compatible only with that software and those systems specified as compatible in  the Hosted Services Specification; and the Provider does not warrant or represent  that the Hosted Services will be compatible with any other software or systems.

26.4 The Customer acknowledges that the Provider will not provide any legal, financial,  accountancy or taxation advice under these Terms and Conditions or in relation to  the Hosted Services; and, except to the extent expressly provided otherwise in  these Terms and Conditions, the Provider does not warrant or represent that the  Hosted Services or the use of the Hosted Services by the Customer will not give  rise to any legal liability on the part of the Customer or any other person.

27. Indemnities

27.1 The Provider shall indemnify and shall keep indemnified the Customer against any  and all liabilities, damages, losses, costs and expenses (including legal expenses  and amounts reasonably paid in settlement of legal claims) suffered or incurred by  the Customer and arising directly or indirectly as a result of any breach by the  Provider of these Terms and Conditions.

27.2 The Customer must:

(a) upon becoming aware of an actual or potential Provider Indemnity Event,  notify the Provider;

(b) provide to the Provider all such assistance as may be reasonably requested  by the Provider in relation to the Provider Indemnity Event;

(c) allow the Provider the exclusive conduct of all disputes, proceedings,  negotiations and settlements with third parties relating to the Provider  Indemnity Event; and

(d) not admit liability to any third party in connection with the Provider  Indemnity Event or settle any disputes or proceedings involving a third party  and relating to the Provider Indemnity Event without the prior written  consent of the Provider,

without prejudice to the Provider's obligations under Clause 27.1 OR and the  Provider's obligation to indemnify the Customer under Clause 27.1 shall not apply  unless the Customer complies with the requirements of this Clause 27.2.

27.3 The Customer shall indemnify and shall keep indemnified the Provider against any  and all liabilities, damages, losses, costs and expenses (including legal expenses  and amounts reasonably paid in settlement of legal claims) suffered or incurred by  the Provider and arising directly or indirectly as a result of any breach by the  Customer of these Terms and Conditions.

27.4 The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event,  notify the Customer;

(b) provide to the Customer all such assistance as may be reasonably requested  by the Customer in relation to the Customer Indemnity Event;

(c) allow the Customer the exclusive conduct of all disputes, proceedings,  negotiations and settlements with third parties relating to the Customer  Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer  Indemnity Event or settle any disputes or proceedings involving a third party  and relating to the Customer Indemnity Event without the prior written  consent of the Customer,

without prejudice to the Customer's obligations under Clause 27.3 OR and the  Customer's obligation to indemnify the Provider under Clause 27.3 shall not apply  unless the Provider complies with the requirements of this Clause 27.4.

27.5 The indemnity protection set out in this Clause 27 shall not be subject to the  limitations and exclusions of liability set out in the Agreement.

28. Limitations and exclusions of liability

28.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from  negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.

28.2 The limitations and exclusions of liability set out in this Clause 28 and elsewhere in  these Terms and Conditions:  

(a) are subject to Clause 28.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to  the subject matter of these Terms and Conditions, including liabilities arising  in contract, in tort (including negligence) and for breach of statutory duty,  except to the extent expressly provided otherwise in these Terms and  Conditions.

28.3 The Provider shall not be liable to the Customer OR The Customer shall not be  liable to the Provider in respect of any losses arising out of a Force Majeure Event.

28.4 The Provider shall not be liable to the Customer in respect of any loss of profits or  anticipated savings.

28.5 The Provider shall not be liable to the Customer in respect of any loss of revenue  or income.

28.6 The Provider shall not be liable to the Customer in respect of any loss of use or  production.

28.7 The Provider shall not be liable to the Customer in respect of any loss of business,  contracts or opportunities.

28.8 The Provider shall not be liable to the Customer in respect of any loss or corruption  of any data, database or software; providing that this Clause 28.8 shall not protect  the Provider unless the Provider has fully complied with its obligations under  Clause 11.3 and Clause 11.4.

28.9 The Provider shall not be liable to the Customer in respect of any special, indirect  or consequential loss or damage.

29. Force Majeure Event

29.1 If a Force Majeure Event gives rise to a failure or delay in either party performing  any obligation under the Agreement (other than any obligation to make a  payment), that obligation will be suspended for the duration of the Force Majeure  Event.

29.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which  is likely to give rise to, any failure or delay in that party performing any obligation  under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or  delay will continue.

29.3 A party whose performance of its obligations under the Agreement is affected by a  Force Majeure Event must take reasonable steps to mitigate the effects of the  Force Majeure Event.

30. Termination

30.1 The Provider and/or the Customer may terminate the Agreement by giving 30 days  written notice of termination, after the end of the Minimum Term.  

31. Effects of termination

31.1 Upon the termination of the Agreement, all of the provisions of these Terms and  Conditions shall cease to have effect, save that the following provisions of these  Terms and Conditions shall survive and continue to have effect.

31.2 Except to the extent that these Terms and Conditions expressly provides  otherwise, the termination of the Agreement shall not affect the accrued rights of  either party.

31.3 Within 30 days following the termination of the Agreement for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Services  provided to the Customer before the termination of the Agreement; and

(b) the Provider must refund to the Customer any Charges paid by the Customer  to the Provider in respect of Services that were to be provided to the  Customer after the termination of the Agreement,

without prejudice to the parties' other legal rights.

32. Non-solicitation of personnel

32.1 The Customer must not, without the prior written consent of the Provider, either  during the Term or within the period of 6 months following the end of the Term,  engage, employ or solicit for engagement or employment any employee or  subcontractor of the Provider who has been involved in any way in the negotiation  or performance of the Agreement.

32.2 The Provider must not, without the prior written consent of the Customer, either  during the Term or within the period of 6 months following the end of the Term,  engage, employ or solicit for engagement or employment any employee or  subcontractor of the Customer who has been involved in any way in the  negotiation or performance of the Agreement.

33. Anti-corruption

33.1 Each party warrants and undertakes to the other that it has complied and will  continue to comply with the Anti-Corruption Laws in relation to the Agreement.

33.2 Save to the extent that applicable law requires otherwise, each party must  promptly notify the other if it becomes aware of any events or circumstances  relating to the Agreement that will or may constitute a breach of the Anti Corruption Laws (irrespective of the identity of the person in breach).

33.3 The Provider shall use all reasonable endeavours to ensure that all persons that:

(a) provide services to the Provider (including employees, agents and  subsidiaries of the Provider); and

(b) are involved in the performance of the obligations of the Provider under the  Agreement,

will comply with the Anti-Corruption Laws; and the Provider shall maintain written  contracts with all such persons, and shall ensure that each of those contracts  includes express requirements on the provider of services to comply with the Anti Corruption Laws, along with express obligations on the provider of services  equivalent to the obligations set out in this Clause 33.

33.4 Each party shall create and maintain proper books and records of all payments and  other material benefits given by one party to the other, and each party shall  promptly following receipt of a written request from the other party supply copies  of the relevant parts of those books and records to the other party.

33.5 The Provider must comply with the supply chain anti-corruption and anti-bribery  policy of the Customer supplied or made available by the Customer to the Provider  before the Effective Date, as it may be reasonably updated by the Provider from  time to time.

33.6 The Provider warrants that it has in place its own policies and procedures designed  to ensure the compliance of the Provider with the Anti-Corruption Laws; and the  Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures  during the Term;

(b) promptly following receipt of a written request for the same from the  Customer, provide copies of the documentation embodying those policies  and procedures to the Customer.

33.7 Each party shall provide reasonable co-operation to the other party, at the other's  OR its own expense, in relation to any due diligence exercises, risk assessments,  monitoring programmes and reviews conducted by the other party for the purpose  of ensuring or promoting compliance with the Anti-Corruption Laws.

33.8 Nothing in these Terms and Conditions shall prevent either party from reporting a  breach of the Anti-Corruption Laws to the relevant governmental authorities.

33.9 Any breach of this Clause 33 shall be deemed to constitute a material breach of  the Agreement.

34. Anti-slavery

34.1 Each party warrants and undertakes to the other that it has complied and will  continue to comply with the Anti-Slavery Laws.

34.2 The Provider shall ensure that all persons that provide services or supply products  to the Provider, where such services or products are used in the performance of  the obligations of the Provider under the Agreement, will comply with the Anti Slavery Laws; and the Provider shall maintain written contracts with all such  persons, and shall ensure that each of those contracts includes express  requirements on the provider of services or supplier of goods to comply with the  Anti-Slavery Laws.

34.3 The Provider must comply with the supply chain anti-slavery and anti-human  trafficking policy of the Customer supplied or made available by the Customer to  the Provider before the Effective Date, as it may be reasonably updated by the Provider from time to time.

34.4 The Provider warrants that it has in place its own policies and procedures designed  to ensure the compliance of the Provider with the Anti-Slavery Laws; and the  Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures  during the Term;  

(b) promptly following receipt of a written request for the same from the  Customer, provide copies of the documentation embodying those policies  and procedures to the Customer.

34.5 Any breach of this Clause 34 shall be deemed to constitute a material breach of  the Agreement.

35. Anti-tax evasion

35.1 Each party warrants and undertakes to the other that it has complied and will  continue to comply with the Anti-Tax Evasion Laws.

35.2 The Provider shall ensure that all employees, agents and persons that provide  services to the Provider, when acting in such capacity in connection with the  Agreement, will comply with the Anti-Tax Evasion Laws.

35.3 The Provider must comply with the supply chain anti-tax evasion policy of the  Customer supplied or made available by the Customer to the Provider before the  Effective Date, as it may be reasonably updated by the Provider from time to time.

35.4 The Provider warrants that it has in place its own policies and procedures designed  to ensure the compliance of the Provider with the Anti-Tax Evasion Laws; and the  Provider undertakes to:

(a) acting reasonably, maintain and enforce those policies and procedures  during the Term;  

(b) promptly following receipt of a written request for the same from the  Customer, provide copies of the documentation embodying those policies  and procedures to the Customer.

35.5 Any breach of this Clause 35 shall be deemed to constitute a material breach of  the Agreement.

36. Notices

36.1 Any notice given under these Terms and Conditions must be in writing, whether or  not described as 'written notice' in these Terms and Conditions.

36.2 Any notice given by one party to the other party under these Terms and Conditions  must be:

(a) sent by email; OR

(b) submitted using recipient party's online contractual notification facility, using the relevant contact details set out in Section 7 of the Services Order Form.

36.3 The addressee and contact details set out in Section 7 of the Services Order Form  may be updated from time to time by a party giving written notice of the update to  the other party in accordance with this Clause 36.

36.4 A party receiving from the other party a notice by email must acknowledge receipt  by email promptly, and in any event within 2 Business Days following receipt of  the notice.

36.5 A notice will be deemed to have been received at the relevant time set out below  or, where such time is not within Business Hours, when Business Hours next begin  after the relevant time set out below:  

(a) in the case of notices sent by email, at the time of the sending of an  acknowledgement of receipt by the receiving party OR at the time of the  sending of the email (providing that the sending party retains written  evidence that the email has been sent); and

(b) in the case of notices submitted using an online contractual notification  facility, upon the submission of the notice form.

37. Subcontracting

37.1 The Provider must not subcontract any of its obligations under the Agreement  without the prior written consent of the Customer, providing that the Customer  must not unreasonably withhold or delay the giving of such consent.

OR

37.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the  Provider may subcontract any of its obligations under the Agreement, providing  that the Provider must give to the Customer, promptly following the appointment

of a subcontractor, a written notice specifying the subcontracted obligations and  identifying the subcontractor in question.

37.2 The Provider shall remain responsible to the Customer for the performance of any  subcontracted obligations.  

37.3 Notwithstanding the provisions of this Clause 37 but subject to any other provision  of these Terms and Conditions, the Customer acknowledges and agrees that the  Provider may subcontract to any reputable third party hosting business the hosting  of the Platform and the provision of services in relation to the support and  maintenance of elements of the Platform.

38. Assignment

38.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise  deal with the Provider's contractual rights and obligations under these Terms and  Conditions. OR Save to the extent expressly permitted by applicable law, the  Provider must not assign, transfer or otherwise deal with the Provider's contractual  rights and/or obligations under these Terms and Conditions without the prior  written consent of the Customer, such consent not to be unreasonably withheld or  delayed, providing that the Provider may assign the entirety of its rights and  obligations under these Terms and Conditions to any Affiliate of the Provider or to  any successor to all or a substantial part of the business of the Provider from time  to time.

38.2 The Provider hereby agrees that the Customer may assign, transfer or otherwise  deal with the Customer's contractual rights and obligations under these Terms and  Conditions.  

39. No waivers

39.1 No breach of any provision of the Agreement will be waived except with the  express written consent of the party not in breach.

39.2 No waiver of any breach of any provision of the Agreement shall be construed as a  further or continuing waiver of any other breach of that provision or any breach of  any other provision of the Agreement.

40. Severability

40.1 If a provision of these Terms and Conditions is determined by any court or other  competent authority to be unlawful and/or unenforceable, the other provisions will  continue in effect.

40.2 If any unlawful and/or unenforceable provision of these Terms and Conditions  would be lawful or enforceable if part of it were deleted, that part will be deemed  to be deleted, and the rest of the provision will continue in effect.  

41. Third party rights

41.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be  enforceable by any third party.

41.2 The exercise of the parties' rights under the Agreement is not subject to the  consent of any third party.

42. Variation

42.1 The Agreement may not be varied except by means of a written document signed  by or on behalf of each party, without prejudice to the requirements of Clause 17.

43. Entire agreement

43.1 The Services Order Form, the main body of these Terms and Conditions and the  Schedules shall constitute the entire agreement between the parties in relation to  the subject matter of the Agreement, and shall supersede all previous agreements,  arrangements and understandings between the parties in respect of that subject  matter.

43.2 Neither party will have any remedy in respect of any misrepresentation (whether  written or oral) made to it upon which it relied in entering into the Agreement.

43.3 The provisions of this Clause 43 are subject to Clause 28.1.

44. Law and jurisdiction

44.1 These Terms and Conditions shall be governed by and construed in accordance  with English law.

44.2 Any disputes relating to the Agreement shall be subject to the exclusive OR non exclusive jurisdiction of the courts of England.

45. Interpretation

45.1 In these Terms and Conditions, a reference to a statute or statutory provision  includes a reference to:  

(a) that statute or statutory provision as modified, consolidated and/or re enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

45.2 The Clause headings do not affect the interpretation of these Terms and  Conditions.

45.3 References in these Terms and Conditions to 'calendar months' are to 12 named  periods January, February and so on into which a year is divided.

45.4 In these Terms and Conditions, general words shall not be given a restrictive  interpretation by reason of being preceded or followed by words indicating a  particular class of acts, matters or things.

SCHEDULE 1 (ACCEPTABLE USE POLICY)

1. Introduction

1.1 This acceptable use policy (the 'Policy') sets out the rules governing:

(a) the use of www.voyse.io, any successor website, and the services available  on that website or any successor website (the 'Services'); and

(b) the transmission, storage and processing of content by you, or by any  person on your behalf, using the Services ('Content').

1.2 References in this Policy to 'you' are to any customer for the Services and any  individual user of the Services (and 'your' should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you  upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the  Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to  the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful  purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy. 3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights,  and must not be capable of giving rise to legal action against any person (in each  case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise  authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design  right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data  protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission  of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) constitute a breach of racial or religious hatred or discrimination legislation; (i) be blasphemous;

(j) constitute a breach of official secrets legislation; or

(k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any  threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to  access the Content in question, and in particular for children over 12 years of age.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner. 4.3 Content must not be pornographic or sexually explicit.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural)  must be true; and statements of opinion contained in Content and relating to  persons (legal or natural) must be reasonable, be honestly held and indicate the  basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation,  accountancy, medical or other professional advice, and you must not use the  Services to provide any legal, financial, investment, taxation, accountancy,  medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other  information that may be acted upon and could, if acted upon, cause death, illness  or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted  standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing,  menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Services to send any hostile communication or any  communication intended to insult, including such communications directed at a  particular person or group of people.

7.5 You must not use the Services for the purpose of deliberately upsetting or  offending others.

7.6 You must not unnecessarily flood the Services with material relating to a particular  subject or subject area, whether alone or in conjunction with others.

7.7 You must ensure that Content does not duplicate other content available through  the Services.

7.8 You must ensure that Content is appropriately categorised.

7.9 You should use appropriate and informative titles for all Content. 7.10 You must at all times be courteous and polite to other users of the Services. 8. Marketing and spam

8.1 You must not without our written permission use the Services for any purpose  relating to the marketing, advertising, promotion, sale or supply of any product,  service or commercial offering.

8.2 Content must not constitute or contain spam, and you must not use the Services  to store or transmit spam - which for these purposes shall include all unlawful  marketing communications and unsolicited commercial communications.

8.3 You must not send any spam or other marketing communications to any person  using any email address or other contact details made available through the  Services or that you find using the Services.

8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi  schemes, pyramid schemes, matrix programs, multi-level marketing schemes, 'get  rich quick' schemes or similar letters, schemes or programs.

8.5 You must not use the Services in any way which is liable to result in the  blacklisting of any of our IP addresses.

9. Regulated businesses

9.1 You must not use the Services for any purpose relating to gambling, gaming,  betting, lotteries, sweepstakes, prize competitions or any gambling-related  activity.

9.2 You must not use the Services for any purpose relating to the offering for sale,  sale or distribution of drugs or pharmaceuticals.

9.3 You must not use the Services for any purpose relating to the offering for sale,  sale or distribution of knives, guns or other weapons.

10. Monitoring

10.1 You acknowledge that we may actively monitor the Content and the use of the  Services OR we do not actively monitor the Content or the use of the Services.

11. Data mining

11.1 You must not conduct any systematic or automated data scraping, data mining,  data extraction or data harvesting, or other systematic or automated data  collection activity, by means of or in relation to the Services.

12. Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if  it were made available through the Services, breach the provisions of this Policy.

13. Harmful software

13.1 The Content must not contain or consist of, and you must not promote, distribute  or execute by means of the Services, any viruses, worms, spyware, adware or  other harmful or malicious software, programs, routines, applications or  technologies.

13.2 The Content must not contain or consist of, and you must not promote, distribute  or execute by means of the Services, any software, programs, routines,  applications or technologies that will or may have a material negative effect upon  the performance of a computer or introduce material security risks to a computer.

SCHEDULE 2 (AVAILABILITY SLA)

1. Introduction to availability SLA

1.1 This Schedule 2 sets out the Provider's availability commitments relating to the  Hosted Services.

1.2 In this Schedule 2, 'uptime' means the percentage of time during a given period  when the Hosted Services are available at the gateway between public internet  and the network of the hosting services provider for the Hosted Services.

2. Availability

2.1 The Provider shall use reasonable endeavours to ensure that the uptime for the  Hosted Services is at least 99.9% during each calendar month.

2.2 The Provider shall be responsible for measuring uptime, and shall do so using any  reasonable methodology.

2.3 The Provider shall report uptime measurements to the Customer in writing, in  respect of each calendar month, within 10 Business Days following the end of the  relevant calendar month.

3. Service credits

3.1 In respect of each calendar month during which the Hosted Services uptime is less  than the commitment specified in Section 2.1, the Customer shall earn service  credits in accordance with the provisions of this Section 3.

3.3 The Provider shall deduct an amount equal to the service credits due to the  Customer under this Section 3 from amounts invoiced in respect of the Charges for  the Hosted Services. All remaining service credits shall be deducted from each  invoice issued following the reporting of the relevant failure to meet the uptime  commitment, until such time as the service credits are exhausted.

3.4 Service credits shall be the sole remedy of the Customer in relation to any failure  by the Provider to meet the uptime guarantee in Section 2.1, except where the  failure amounts to a material breach of the Agreement.

3.5 Upon the termination of the Agreement, the Customer's entitlement to service  credits shall immediately cease, save that service credits earned by the Customer  shall be offset against any amounts invoiced by the Provider in respect of Hosted  Services following such termination.

4. Exceptions

4.1 Downtime caused directly or indirectly by any of the following shall not be  considered when calculating whether the Provider has met the uptime guarantee  given in Section 2.1:

(a) a Force Majeure Event;

(b) a fault or failure of the internet or any public telecommunications network;

(c) a fault or failure of the Provider's hosting infrastructure services provider,  unless such fault or failure constitutes an actionable breach of the contract  between the Provider and that company;

(d) a fault or failure of the Customer's computer systems or networks;

(e) any breach by the Customer of the Agreement; or

(f) scheduled maintenance carried out in accordance with the Agreement.

SCHEDULE 3 (MAINTENANCE SLA)

1. Introduction

1.1 This Schedule 3 sets out the service levels applicable to the Maintenance Services. 2. Scheduled Maintenance Services

2.1 The Provider shall where practical give to the Customer at least 10 Business days'  prior written notice of scheduled Maintenance Services that are likely to affect the  availability of the Hosted Services or are likely to have a material negative impact  upon the Hosted Services, without prejudice to the Provider's other notice  

obligations under this Schedule 3.

2.2 The Provider shall provide all scheduled Maintenance Services outside Business  Hours.

3. Updates

3.1 The Provider shall give to the Customer written notice of the application of any  security Update to the Platform and at least 10 Business days' prior written notice  of the application of any non-security Update to the Platform.

3.2 The Provider shall apply Updates to the Platform as follows:

(a) third party security Updates shall be applied to the Platform promptly  following release by the relevant third party, providing that the Provider may  acting reasonably decide not to apply any particular third party security  Update;

(b) the Provider's security Updates shall be applied to the Platform promptly  following the identification of the relevant security risk and the completion of  the testing of the relevant Update; and

(c) other Updates shall be applied to the Platform in accordance with any  timetable notified by the Provider to the Customer or agreed by the parties  from time to time.

4. Upgrades

4.1 The Provider shall produce Upgrades at least once in each calendar year during the  Term.

4.2 The Provider shall give to the Customer at least 10 Business days' prior written  notice of the application of an Upgrade to the Platform.

4.3 The Provider shall apply each Upgrade to the Platform within any period notified by  the Provider to the Customer or agreed by the parties in writing.

SCHEDULE 4 (SUPPORT SLA)

1. Introduction

1.1 This Schedule 4 sets out the service levels applicable to the Support Services. 2. Helpdesk

2.1 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule 4.

2.2 The Customer may use the helpdesk for the purposes of requesting and, where  applicable, receiving the Support Services; and the Customer must not use the  helpdesk for any other purpose.

2.3 The Provider shall ensure that the helpdesk is accessible by telephone, email and  using the Provider's web-based ticketing system.

2.4 The Provider shall ensure that the helpdesk is operational and adequately staffed  during Business Hour during the Term. In addition, the Provider shall provide a  special telephone number for the Customer to report critical issues outside of  Business Hours.

2.5 The Customer shall ensure that all requests for Support Services that it may make  from time to time shall be made through the helpdesk.

3. Response and resolution

3.1 Issues raised through the Support Services shall be categorised as follows:

(a) critical: the Hosted Services are inoperable or a core function of the Hosted  Services is unavailable;

(b) serious: a core function of the Hosted Services is significantly impaired;

(c) moderate: a core function of the Hosted Services is impaired, where the  impairment does not constitute a serious issue; or a non-core function of the  Hosted Services is significantly impaired; and

(d) minor: any impairment of the Hosted Services not falling into the above  categories; and any cosmetic issue affecting the Hosted Services.

3.2 The Provider OR Customer shall determine, acting reasonably, into which severity  category an issue falls.

3.3 The Provider shall use reasonable endeavours to respond to requests for Support  Services promptly, and in any case in accordance with the following time periods:

(a) critical: 1 Business Hour;

(b) serious: 4 Business Hours;

(c) moderate: 1 Business Day; and

(d) minor: 5 Business Days.

3.4 The Provider shall ensure that its response to a request for Support Services shall  include the following information (to the extent such information is relevant to the  request): an acknowledgement of receipt of the request, where practicable an

initial diagnosis in relation to any reported error, and an anticipated timetable for  action in relation to the request.

3.5 The Provider shall use all reasonable endeavours to resolve issues raised through  the Support Services promptly, and in any case in accordance with the following  time periods:

(a) critical: 2 Business Hours;

(b) serious: 8 Business Hours;

(c) moderate: 4 Business Days; and

(d) minor: 10 Business Days.

4. Provision of Support Services

4.1 The Support Services shall be provided remotely, save to the extent that the  parties agree otherwise in writing.

5. Limitations on Support Services

5.1 The Provider shall have no obligation to provide Support Services in respect of any  issue caused by:

(a) the improper use of the Hosted Services by the Customer; or

(b) any alteration to the Hosted Services made without the prior consent of the  Provider.

SCHEDULE 6 (DATA PROCESSING INFORMATION) 1. Types of Personal Data

Name, email address, CV file, email address, home address, salary details 2. Purposes of processing

To accurately match our users with relevant jobs and wider content. 3. Security measures for Personal Data

All personal data is encrypted and safely stored in our Amazon Web Servers.