Oxford Lab Technologies Terms and Conditions

1.1 Definitions

Company or "OLT" means Oxford Lab Technologies Ltd (Company registered in England and Wales under company number 10250680) or any subsidiary or associated company.

Customer means any company or any subsidiary or associated company, organisation or person ordering, or accepting a quotation for, the Company's goods or services.

These Conditions means these Conditions in full.

Agreement means the contract between the Company and the Customer incorporating these These Conditions, together with any applicable Quotation, order acknowledgement, invoice, service schedule, licence agreement or other document expressly incorporated by reference.

Customer Representatives means the Customer's employees, officers, workers, agents, contractors, subcontractors, consultants, advisers and any other persons acting on its behalf or under its direction or control.

Customer Data means any data, information, records, files, documents, materials, content, database entries, measurements, results, reports, configurations, credentials, instructions or other information belonging to, supplied by, submitted by, uploaded by, transmitted by, stored by, generated for, received from, or otherwise provided by or on behalf of the Customer or any of its Customer Representatives in connection with the Goods or Services.

Communication means any communication or imparting of information whether verbal or by any other means.

Intellectual Property (or IP) means any patent, copyright, moral right, registered design, unregistered design right, trade mark, service mark, trade name, business name, domain name, database right, right in confidential information (including know-how and trade secrets), goodwill and the right to sue for passing off, and any other intellectual property right, whether registered or unregistered, including any application for, or right to apply for, any of the foregoing.

Software means any software, firmware, desktop application, mobile application, cloud service, software-as-a-service (SaaS) platform, online service, web-based service, application programming interface (API), portal, account functionality, update, upgrade, enhancement, patch, release, module, component, source code, object code, or other software-related technology supplied, licensed, made available or operated by the Company, whether on a subscription, perpetual, trial or other basis.

Goods means any hardware, equipment, devices, components, materials or other tangible products supplied by the Company and, where the context requires, any Software supplied with them.

Input Material means any documents in writing including data or other information provided by the Customer relating to the Services.

Subscription Services means any Services supplied on a recurring, fixed-term, renewing or subscription-based service provided by the Company including, without limitation:

1. (a)

   software subscriptions and software-as-a-service licences and online services;

2. (b)

   maintenance services;

3. (c)

   support services;

4. (d)

   extended warranty services; and

5. (e)

   any other similar or recurring support or recurring subscription service identified in a Quotation, invoice, order acknowledgement or service schedule.

Maintenance means the maintenance, data services, support or Subscription Services which may form part of the Services (as the case may be) as attached to this Agreement which shall form part of this Agreement.

Software Subscription means a time-limited subscription licence permitting the Customer to access and use Software during the applicable subscription period.

Subscription Term means the initial term and each renewal term applicable to a Software Subscription or Maintenance service.

Premises means the premises of the Customer as set out in the Agreement or as specified by the Customer at which the Services are to be provided by the Company.

Quotation means the Company's quotation for the Goods, Maintenance and/or the Services (as the case may be).

Services means the services to be provided by the Company under the Agreement including software subscriptions, delivery, training, advisory, custom development, design, or installation of the Goods and Maintenance (where applicable).

Charges means the Company's charges for the Goods and/or Services (as the case may be) as set out in the Quotation or as required to be paid by the Customer from time to time.

Confidential Information means information belonging to or relating to a party's business affairs or activities which:

1. (a)

   has been labelled as such or identified as Confidential Information; or

2. (b)

   may reasonably be deemed to be confidential in the circumstances of its disclosure or use,

including (but not limited to) any documents produced as part of the Services or Goods.

1.2 Interpretation

2.1 Application of These Conditions

The Agreement, subject to any agreed variation, will be on These Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

No terms or conditions shall form part of the Agreement merely because they are referred to in any such document.

2.2 Variations and Representations

These Conditions apply to all Company sales and any variation to These Conditions and any representations about the Goods or Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. Nothing in this clause will exclude or limit Company's liability for fraudulent misrepresentation.

2.3 Quotations

Any Quotation is given on the basis that no contract will come into existence until Company despatches an acknowledgement of order to the Customer. Unless otherwise specified, any Quotation is valid for a period of 30 days only from its date, provided that Company has not previously withdrawn it.

Company retains the right to withdraw a Quotation at any time without notice.

Quotations are based on the Customer ordering all items in the Quotation. Discounts may not be applied if only part of the quote is ordered or items are added to the Quotation without prior written notice from the Company.

3.1 Certificates of Conformity

Certificates of Conformity will be supplied when specified in the Agreement for which the Company reserves the right to levy a charge. The current charge for a certificate will be quoted on request.

4.1 Environmental Charges

Company reserves the right to make an environmental charge (where applicable) where it incurs costs as a result of the necessity to comply with current legislation requirements.

4.2 Price Accuracy

Prices given in any Communication by the Company should only be regarded as correct at time of issue, or if printed, correct at date of publication. All prices and charges, other than those fixed by specific contract, are subject to alteration without notice.

4.3 Errors and Omissions

Any typographical, clerical or other error or omission shall be subject to correction without any liability on the part of the Company.

4.4 Taxes and Additional Costs

The price for the Goods and Services shall be exclusive of any value added tax and all cost and charges in relation to transport, unloading and insurance.

5.1 Description of Goods and Services

The description of the Goods and Services shall be as set out in the Company's acknowledgement of order.

5.2 Drawings, Specifications and Advertising Material

All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and Services described in them. They will not form part of this Agreement.

6.1 Despatch

Despatch of goods will be made by the most appropriate method or as specified by the Customer (subject to all Health & Safety and other relevant regulations being met).

6.2 Processing, Delivery and Packaging Charges

All orders will be subject to a processing and delivery charge to include where applicable the cost of cases, other containers, packing material and other freight charges, etc. Unless otherwise agreed such costs will be chargeable to the Customer. The Company reserves the right to make an additional charge to cover the cost of necessary specialised packaging used in the despatch of products.

7.1 UK Deliveries

Where goods are supplied within the UK delivery shall take place at the Company's premises, unless otherwise agreed in writing by the Company.

7.2 Overseas Deliveries

Deliveries outside the UK will be in accordance with current Incoterms. The relevant Incoterm will be agreed in writing between Customer and Company for each shipment overseas.

1. (a)

   The cost of cases and other containers, packaging costs, dock and airport dues, port rates and customs entry, freight, insurance, agency fees and other charges which may be incurred are chargeable to the Customer. Cases and other containers are not returnable.

2. (b)

   Such orders shall be on an ex-works basis. Delivery to docks, airports or other consolidation addresses may be charged extra.

3. (c)

   The Customer shall be responsible for complying with any legislation or regulations governing the importation of the goods into the country of destination and for the payment of any duties thereon.

7.3 Delivery Dates

Items are offered subject to them being in stock at the date of receipt of the Customer's order. The Company will endeavour to adhere to delivery dates however, time for delivery shall not be of the essence, and shall not be capable of being made of the essence by notice. Failure to meet quoted or expected delivery dates shall not entitle the Customer to make a claim against the Company for loss.

7.4 Refused Deliveries

If the Customer declines to accept goods when available for delivery or as agreed, the Company may at its discretion store the goods and take reasonable steps to prevent their deterioration until actual delivery and the Customer shall pay the Company the reasonable cost (including insurance) of so doing.

7.5 Non-Delivery Claims

The Company shall not be liable for any non-delivery of goods (even if caused by Company's negligence) unless written notice is given to the Company within 7 days of the date of the invoice.

Receipt of an invoice must be regarded as notification of despatch. If the goods have not been received within 7 days of invoice date or notification of despatch the Company (and the carrier if known) must be informed in writing in accordance with this clause so that the consignment can be traced or a claim lodged.

7.6 Limitation of Liability

The Company's sole liability for non-delivery of the Goods shall be, at the Company's sole discretion, either to replace the Goods within a reasonable time or to issue a credit note for any invoice raised in respect of such Goods.

8.1 Risk

Risk shall pass to the Customer on delivery of the Goods in accordance with clauses 7.

8.2 Retention of Title

The Goods shall remain the sole and absolute property of the Company until payment in full of the price of the Goods, in cash or cleared funds, has been received.

8.3 Customer Obligations Before Payment

Until the Goods are paid for in full, the Customer shall:

1. (a)

   hold the Goods on a fiduciary basis as the Company's bailee;

2. (b)

   store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;

3. (c)

   not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

4. (d)

   maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and

5. (e)

   hold the proceeds of the insurance referred to above on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

8.4 Resale Before Ownership Passes

The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

1. (a)

   any sale shall be effected in the ordinary course of the Customer's business at full market value; and

2. (b)

   any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

8.5 Termination of Possession Rights

Any right of the Customer to possession of the Goods shall cease immediately if:

1. (a)

   the Customer becomes unable to pay or stops paying its debts;

2. (b)

   the Customer makes an arrangement with its creditors generally;

3. (c)

   a receiver is appointed over any of the Customer's property whereupon the Company shall have the right by its servants or agents to enter onto any premises owned or occupied by the Customer or any third party in order to remove such of the Goods as may be stored there.

8.6 Payment Rights

Payment shall be due whether or not property in the Goods has passed as above and the Company shall be entitled to sue for any monies due under any contract even if the property in the Goods has not passed.

8.7 Right of Entry

The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.

9.1 Payment Terms

Unless the Company has agreed in writing other terms, payment should be received no later than 14 days from invoice date. The right is reserved to request a remittance with order, or to submit a pro forma invoice where the purchaser does not have a credit account with the Company. The Company also reserve the right to charge interest at 8% above the Bank of England base rate ruling at the date the amount is due, or at such rate as specified by The Late Payment of Commercial Debts (Interest) Act 1998 if higher.

9.2 Maintenance and Service Contract Charges

The yearly charges indicated on Maintenance and/or service contract schedules are payable in advance on an annual basis no later than the commencement date shown on the contract schedule. Charges for renewal of contracts are payable on or before the renewal date.

9.3 Credit Facilities

The Company may, at its discretion, refuse or limit the amount of credit given to any customer and withhold supplies or services there from.

9.4 Overseas Customers

Overseas customers should pay in advance the full sum due prior to order processing unless otherwise agreed with the Company.

9.5 Time for Payment

Time for payment shall be of the essence.

9.6 Cleared Funds

No payment shall be deemed to have been received until the Company has received cleared funds.

9.7 Accelerated Payment on Termination

All payments payable to the Company under the Agreement shall come due immediately upon termination of this Agreement despite any other provision.

9.8 No Set-Off

The Customer shall make all payments due under the Agreement without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

9.9 Payment Method

The Company can accept payments by bank transfer only.

9.10 Remedies for Non-Payment

If payment is not made on the due date, the Company shall be entitled, without limiting any other rights it may have:

1. (a)

   to charge interest on the outstanding amount (both before and after any judgment) at the rate of 8% above the prevailing base lending rate from time to time of Lloyds Bank Plc. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998;

2. (b)

   terminate the Agreement or suspend any further deliveries of the Goods to the Customer;

3. (c)

   suspend all further delivery or Services until payment has been made in full;

4. (d)

   without prejudice to any other right or remedy, suspend access to Software Subscription services, support services, Maintenance services, updates or online services where:

   1. (i)

      Charges remain overdue;

   2. (ii)

      the Customer commits a material breach of These Conditions;

   3. (iii)

      the Company reasonably believes the Customer is engaged in unauthorised use of the Goods or Software; or

   4. (iv)

      suspension is reasonably required to protect the Company's systems, Intellectual Property, Confidential Information or legitimate commercial interests;

5. (e)

   make a storage charge (including insurances) for any undelivered Goods at its current rates from time to time as set out in accordance to clause 7; and

6. (f)

   stop any Goods in transit.

9.11 Set-Off Rights

The Company may without prejudice to any other rights it may have set off any liability of the Customer to the Company against any liability of the Company to the Customer.

10.1 Cancellation of Orders

No order, and no acceptance of a Quotation, may be cancelled in whole or in part by the Customer without the prior written agreement of the Company.

The Company may grant or withhold such consent in its sole discretion and may make its consent subject to such conditions as it considers appropriate.

Where cancellation is agreed, the Customer shall indemnify and keep indemnified the Company against all losses, costs, expenses, damages and liabilities arising from or relating to the cancellation, including:

1. (a)

   loss of profit;

2. (b)

   labour costs;

3. (c)

   material costs;

4. (d)

   manufacturing costs;

5. (e)

   procurement costs;

6. (f)

   subcontractor costs;

7. (g)

   third-party cancellation charges;

8. (h)

   storage costs;

9. (i)

   freight and logistics costs; and

10. (j)

    administrative and handling charges.

Orders for custom, bespoke, special-order or non-catalogue Goods may not be cancelled except with the prior written agreement of the Company.

11.1 Warranty for Goods

Subject to the following provisions the Company warrants that any Goods supplied will correspond with their specification at the time of delivery and will be free from defects in workmanship for a period of 14 days from the date of their initial use or 14 days from delivery, whichever is the first to expire, except that so far as it is permitted to do so, the Company is prepared to pass on to the Customer such benefit of any warranty, guarantee or term on the Goods in relation to quality, fitness for purpose or otherwise as is normally given with the Goods by the supplying company. However the Company can accept no liability whatsoever that such warranty, guarantee or term will be passed to the Customer by the supplying company.

11.2 Warranty for Services

The Company warrants to the Customer that the Services will be provided using reasonable care and skill. Where the Company supplies in connection with the provision of the Services any goods supplied by a third party, the Company does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, except that so far as it is permitted to do so the Company is prepared to pass on to the Customer such benefit of any warranty or guarantee as is normally given with the Software by the supplying company. However, the Company can accept no liability whatsoever that such warranty, guarantee or term will be passed to the Customer by the supplying company.

11.3 Customer Warranties

The Customer warrants that all existing supporting equipment, software and storage media used in connection with the Services by the Company, is licensed to the Customer.

The Customer warrants that the storage media on which the Services are supplied will be free from defects in materials and workmanship under normal use.

11.4 Exclusions from Warranty

The Company shall be under no liabilities under the above warranties:

1. (a)

   in respect of any defect in the Goods arising from any drawing, design and specification supplied by the Customer;

2. (b)

   in respect of any Goods where the materials are not manufactured by the Company;

3. (c)

   in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse, alteration, repair, modification, unauthorised integration with third-party products or services, operation outside the Company's specifications, unauthorised servicing, or failure to follow the Company's instructions;

4. (d)

   if the total price for the Goods has not been paid by the due date of payment; and

5. (e)

   for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any fault of the Customer.

11.5 Implied Terms Excluded

Subject as expressly provided in the Agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.6 Notification of Defects

A claim by the Customer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Customer) be notified to the Company within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. A reasonable time is deemed to be within 7 days of discovery of any defect or failure, at which time no alterations to the Goods must have taken place by employees, agents or sub-contractors on behalf of the Customer.

If delivery is not refused, and the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Agreement.

The Customer shall provide such information and evidence as the Company may reasonably require to assess the claim, including photographs, videos, test results, batch numbers, serial numbers, packaging details and any other information relevant to the alleged defect. Failure to provide such evidence may result in the claim being rejected until adequate information is provided.

11.7 Remedies for Valid Claims

Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods is notified to the Company in accordance with the Agreement the Company may replace the Goods (or the part in question) free of charge or, at the Company's sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price) in which case the Company shall have no further liability to the Customer.

11.8 Limitation of Liability

Except in respect of death or personal injury caused by the Company's negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Agreement for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with any supply under the Agreement (including any delay in supply or any failure to make any supply in accordance with the Agreement or at all) or their use by the Customer.

The remedies provided under this section are subject to 12.2, 12.3 and 12.4.

11.9 Acknowledgement of Reasonableness

The Customer acknowledges and agrees that the limitations and exclusions of liability contained in these Conditions are reasonable having regard to the nature and price of the Goods and Services.

11.10 Conditions for Warranty Claims

The Company shall not be liable for a breach of warranty unless:

1. (a)

   the Customer gives written notice in accordance to clause 11 and clause 11.6;

2. (b)

   the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to Company's place of business at Customer's cost for the examination to take place there.

11.11 Further Exclusions

The Company shall not be liable for a breach of the warranties if:

1. (a)

   the Customer makes any further use of such Goods after giving such notice; or

2. (b)

   the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or

3. (c)

   the Customer alters or repairs such Goods without the written consent of the Company.

11.12 Repair, Replacement or Refund

Subject to the above, if any of the Goods do not conform with the warranties the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such goods and it shall have no further liability for a breach of the warranty in respect of such Goods.

11.13 Retention of Damaged Goods

Damaged Goods and any packaging relating to it must be retained in case inspection is required. Subsequently the Company may require the Customer to return damaged Goods in accordance with clause 10.

12.1 Liability That Cannot Be Excluded

Nothing in these Terms excludes or limits either party's liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) any liability which cannot lawfully be excluded or limited; or

(d) the Customer's obligation to pay Charges.

12.2 Excluded Losses

Subject to 12.1, the Company shall not be liable for:

(a) loss of profit;

(b) loss of revenue;

(c) loss of business;

(d) loss of contracts or opportunities;

(e) loss of anticipated savings;

(f) loss of goodwill or reputation;

(g) loss, corruption or destruction of Customer Data;

(h) business interruption;

(i) indirect, consequential or special losses; or

(j) any similar economic loss,

whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

12.3 Customer and Third-Party Risks

The Company shall not be liable for any loss arising from:

(a) the Customer's failure to maintain appropriate backups of Customer Data;

(b) unauthorised use of the Goods, Services or Software;

(c) use of the Goods, Services or Software with any third-party product, service, hardware, software, system or interface not expressly approved by the Company;

(d) failures of third-party software providers, cloud providers, hosting providers, internet service providers or telecommunications providers; or

(e) any act or omission of the Customer or its Customer Representatives.

12.4 Liability Cap

Subject to 12.1, 12.2 and 12.3, the Company's aggregate liability arising out of or in connection with the Agreement shall not exceed:

(a) for one-time purchases of Goods, the Charges paid for the affected Goods; and

(b) for Subscription Services, support services, Maintenance or other recurring Services, the lesser of:

1. 1.

   the Charges actually paid by the Customer in respect of the affected Services; and

2. 2.

   the pro-rata value of the remaining portion of the then current Subscription Term for which Charges have been paid.

12.5 Related Claims

All claims arising out of the same or substantially related acts, omissions, events or circumstances shall be treated as a single claim for the purposes of the liability cap described in 12.4.

12.6 Allocation of Risk

The parties acknowledge that the Charges payable under the Agreement reflect the allocation of risk contained in these Terms.

12.7 Consumer Rights

Nothing in these Terms affects any rights that cannot lawfully be excluded under applicable consumer protection laws.

13.1 Customer Indemnity for Customer Specifications

Where any Goods are supplied, developed, modified or configured in accordance with a specification, design, instruction or other requirement provided by the Customer, the Customer shall indemnify and keep indemnified the Company against all losses, liabilities, damages, costs and expenses (including reasonable legal costs) arising from any actual or alleged infringement of any Intellectual Property rights arising from the Company's compliance with those requirements.

13.2 No Warranty of Third-Party Intellectual Property Clearance

Except to the extent expressly stated in writing, the Company does not warrant that the use, sale, licensing, operation or possession of any Goods, Software or Services will not infringe the Intellectual Property rights of any third party.

13.3 Notification of Claims

A party seeking protection under 13.1 must:

1. (a)

   promptly notify the other party of the relevant claim;

2. (b)

   provide reasonable assistance in relation to the claim; and

3. (c)

   permit the other party to conduct or participate in the defence or settlement of the claim where reasonably appropriate.

14.1 Force Majeure Events

Neither party shall be liable for any delay in performing, or failure to perform, its obligations under the Agreement where such delay or failure results from a Force Majeure Event.

For the purposes of this Agreement, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, including:

1. (a)

   acts of God;

2. (b)

   flood, drought, earthquake or other natural disaster;

3. (c)

   epidemic or pandemic;

4. (d)

   war, armed conflict, terrorist attack, civil commotion or riot;

5. (e)

   labour dispute, strike or lockout;

6. (f)

   interruption or failure of utility services, telecommunications services or transport infrastructure;

7. (g)

   governmental action, regulation, restriction, sanction or embargo;

8. (h)

   failure of suppliers or subcontractors caused by a Force Majeure Event; or

9. (i)

   any other event beyond the reasonable control of the affected party.

14.2 Suspension of Obligations

The affected party's obligations shall be suspended for the duration of the Force Majeure Event and the time for performance shall be extended by a period equal to the duration of the delay.

14.3 Mitigation

The affected party shall:

1. (a)

   use reasonable endeavours to mitigate the effects of the Force Majeure Event;

2. (b)

   notify the other party as soon as reasonably practicable; and

3. (c)

   keep the other party informed of any material developments.

14.4 Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate the affected Agreement by written notice.

14.5 No Termination Liability

Neither party shall have any liability to the other arising solely from a termination under 14.4.

15.1 Governing Law

The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

15.2 Jurisdiction

Subject to 15.3, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement.

15.3 Company Right to Elect Jurisdiction

Nothing in 15.2 prevents the Company from bringing proceedings against the Customer in any court of competent jurisdiction in which the Customer carries on business or holds assets.

15.4 Mandatory Local Laws

The parties acknowledge that certain jurisdictions may apply mandatory statutory rights, immunities, protections, public policy requirements or procedural requirements that cannot lawfully be excluded by agreement.

Where any such mandatory law applies, this Agreement shall be interpreted so as to give maximum effect to the parties' commercial intentions and to all remaining provisions of this Agreement.

The existence of any mandatory local law shall not invalidate, waive or limit any provision of this Agreement except to the minimum extent required by that mandatory law.

15.5 Government Customers

For the purposes of this section, state-owned enterprises, public universities, government laboratories, publicly funded research institutions and similar bodies shall be deemed government entities.

Where the Customer is a government entity, government department, public authority, public sector body, state-owned enterprise, research institution or similar organisation, the Customer agrees that:

1. (a)

   no governmental, procurement, statutory, regulatory, or public-sector term shall apply to this Agreement unless expressly accepted in writing by the Company;

2. (b)

   any procurement document, tender document, purchase order, supplier registration, onboarding process or public sector requirement shall not amend this Agreement;

3. (c)

   no audit, inspection, disclosure, cybersecurity review or source code review right shall arise except as expressly agreed in writing;

4. (d)

   no ownership, licence or rights in Intellectual Property shall transfer to the Customer except as expressly stated in this Agreement; and

5. (e)

   the Company's liability shall remain subject to the limitations and exclusions set out in this Agreement to the maximum extent permitted by law.

6. (f)

   except to the extent prohibited by applicable law, the remedies expressly provided in this Agreement are the sole and exclusive remedies available to the Customer.

15.6 Sovereign Immunity

To the extent permitted by applicable law, the Customer irrevocably waives any claim to sovereign immunity, governmental immunity, state immunity, immunity from suit, immunity from jurisdiction, immunity from enforcement or similar protection in relation to any dispute arising out of this Agreement.

Where such immunity cannot legally be waived, the Customer agrees that it shall not assert such immunity except to the minimum extent required by applicable law.

15.7 Enforcement of Judgments

The Customer acknowledges that the Company may seek recognition, enforcement or execution of any judgment, award, injunction or order in any jurisdiction in which the Customer or its assets are located.

The Customer shall not oppose such enforcement solely on the basis that the judgment originated outside the Customer's jurisdiction.

15.8 Good Faith Resolution

Before commencing formal legal proceedings, the parties shall use reasonable endeavours to resolve any dispute through discussions between individuals authorised to settle the dispute.

Nothing in this section prevents either party from seeking:

1. (a)

   interim or injunctive relief;

2. (b)

   debt recovery proceedings;

3. (c)

   enforcement of intellectual property rights; or

4. (d)

   any other urgent remedy.

17.1 Safe Use of Goods

The Customer shall ensure that all Goods are used only for their intended purpose and in accordance with any instructions, guidance or documentation supplied by the Company.

The Customer is responsible for determining the suitability of the Goods where:

1. (a)

   ancillary equipment, services or products are used with the Goods; or

2. (b)

   the Goods have been specially manufactured, modified or configured in accordance with the Customer's requirements.

17.2 Hazardous Materials

The Company may restrict the supply of hazardous materials to bona fide business customers and reserves the right to refuse any order where it reasonably considers such supply inappropriate.

Where the Company supplies hazardous materials, it shall provide such safety information, safety data sheets and handling information as may be required by applicable law.

The Customer is responsible for:

1. (a)

   carrying out its own risk assessments;

2. (b)

   ensuring the safe handling, storage, transportation and use of any hazardous materials; and

3. (c)

   complying with all applicable health and safety laws and regulations.

The Company shall not be liable for the Customer's failure to carry out appropriate risk assessments or comply with applicable health and safety requirements.

17.3 Return of Hazardous Materials

Where hazardous materials are returned to the Company, the Customer shall be responsible for ensuring that all packing, labelling, documentation and transportation arrangements comply with all applicable laws and regulations.

The Customer accepts all responsibility and liability for the handling and transportation of hazardous materials returned to the Company.

17.4 Contaminated Equipment

Before any Goods are returned, repaired, serviced, maintained, calibrated or otherwise handled by the Company, the Customer shall ensure that any hazardous or potentially hazardous substances have been removed or that the relevant equipment has been appropriately decontaminated.

The Customer shall provide all information reasonably requested by the Company regarding:

1. (a)

   the nature of any contamination;

2. (b)

   the substances involved; and

3. (c)

   the decontamination procedures undertaken.

The Company may refuse to work on any equipment that it reasonably believes presents a health or safety risk.

17.5 Customer Indemnity for Contamination

The Customer shall indemnify and keep indemnified the Company against all losses, liabilities, damages, costs and expenses arising from:

1. (a)

   contaminated equipment supplied by or on behalf of the Customer;

2. (b)

   inaccurate, incomplete or misleading information relating to such contamination; or

3. (c)

   any injury, illness, exposure or damage suffered by the Company or its personnel as a result of such contamination.

This clause does not apply to the extent that such loss arises solely from the negligence of the Company.

18.1 Licence Grant

Where the Agreement includes a licence to use any Software, the Company grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Software solely for its internal business purposes.

Unless expressly stated otherwise:

1. (a)

   the licence is limited to the applicable Subscription Term or other agreed licence term;

2. (b)

   the licence is granted solely for use by the Customer and its Customer Representatives;

3. (c)

   no ownership rights are transferred to the Customer; and

4. (d)

   all rights not expressly granted are reserved by the Company.

The Customer shall execute and return any licence agreement reasonably required by the Company within seven (7) days of request.

For the avoidance of doubt, no licence is granted to the Customer except as expressly set out in the Agreement.

18.2 Additional Licence Terms

The Company may require the Customer or its Customer Representatives to accept additional licence terms, end-user licence agreements, subscription terms, third-party licence terms, click-wrap terms, click-through terms, browse-wrap terms or shrink-wrap terms in connection with the use of the Software, Goods or Services.

Acceptance of such terms by any authorised representative of the Customer, including by electronic acceptance, installation, activation, access, download or use of the relevant Software, Goods or Services, shall be binding upon the Customer.

Where any additional licence terms apply:

1. (a)

   those terms shall supplement the Agreement;

2. (b)

   where the additional licence terms relate to third-party software, those terms shall govern the use of that third-party software; and

3. (c)

   in the event of any conflict, the additional licence terms shall prevail only to the extent necessary to give effect to the relevant licensing requirements.

18.3 Licence Restrictions

Except to the extent expressly permitted by applicable law, the Customer shall not:

1. (a)

   copy, reproduce, distribute or make available the Software to any third party;

2. (b)

   modify, adapt, translate or create derivative works from the Software;

3. (c)

   reverse engineer, decompile, disassemble, decode, analyse, derive, determine or attempt to discover the composition, structure, operation, source code, firmware, algorithms, protocols, interfaces, circuitry, design, manufacturing methods or other proprietary aspects of the Software or Goods;

4. (d)

   remove, alter or obscure any copyright notice, proprietary notice, trade mark or other notice contained within the Software or the Goods;

5. (e)

   permit any person other than the Customer and its Customer Representatives to access or use the Software;

6. (f)

   use the Software or Goods in excess of any user limits, subscription limits, licence limits, usage limits, capacity limits or other entitlements purchased by the Customer or specified in a Quotation, order acknowledgement, invoice, service schedule or other written agreement between the parties; or

7. (g)

   share, disclose, distribute or permit the use of any access credentials by any other person, or permit a credential assigned to one individual to be used by any other individual, except where expressly authorised by the Company;

18.4 Approved Integrations Only

The Customer shall not connect, interface, integrate or operate the Goods or Software with any third-party hardware, software, service, system, interface or communications protocol unless expressly approved in writing by the Company.

The Company makes no warranty regarding compatibility with any third-party hardware, software, service or system that has not been expressly approved.

18.5 Benchmarking Restrictions

The Customer shall not publish, disclose, distribute or make available any benchmarking, performance testing, comparative analysis, evaluation or similar assessment relating to the Goods or Software without the prior written consent of the Company.

18.6 Technical Protection Measures

The Customer shall not bypass, disable, interfere with, circumvent or attempt to circumvent any technical protection measure, access control, licensing mechanism, activation process, authentication mechanism or subscription verification process used in connection with the Goods or Software.

18.7 Credentials and Access Security

The Customer is responsible for all activities carried out using credentials issued to the Customer or its Customer Representatives.

The Customer shall:

1. (a)

   maintain the confidentiality of all credentials;

2. (b)

   take reasonable steps to prevent unauthorised access;

3. (c)

   promptly disable access for persons no longer authorised to use the Software; and

4. (d)

   promptly notify the Company of any actual or suspected unauthorised access, credential compromise or security incident affecting the Software.

18.8 Subscription Services

Where the Software is supplied as part of Subscription Services, the licence granted under 18.1 remains valid only during the applicable Subscription Term.

18.9 Expiry and Termination

The Customer may terminate the licence only in accordance with any applicable provisions governing Subscription Services.

The Company may terminate any licence granted under the Agreement by giving not less than fourteen (14) days' written notice to the Customer.

Upon expiry or termination of the licence or any applicable Subscription Services:

1. (a)

   all rights to access and use the Software immediately cease;

2. (b)

   the Company may disable accounts, credentials, online services, firmware functionality, software functionality or related service access;

3. (c)

   entitlement to support, updates, upgrades, maintenance, training and subscription benefits immediately ceases; and

4. (d)

   any continued use of the Software constitutes unauthorised use.

18.10 Return, Deletion and Certification

Upon expiry or termination of the licence, the Customer shall promptly:

1. (a)

   cease all use of the Software;

2. (b)

   delete or destroy all copies of the Software within its possession or control except where retention is required by law; and

3. (c)

   certify compliance with this section if reasonably requested by the Company.

18.11 Transfer of Goods

The Customer shall notify the Company in writing before any proposed sale, transfer, assignment, lease, loan, rental, disposal or other transfer of any Goods.

18.12 Transfer Restrictions

Any licence, right or entitlement granted under the Agreement is personal to the Customer.

The Customer shall not transfer, assign, sublicense or otherwise dispose of:

1. (a)

   Software;

2. (b)

   any licence rights;

3. (c)

   Subscription Services;

4. (d)

   online services;

5. (e)

   support services;

6. (f)

   Maintenance;

7. (g)

   calibration services;

8. (h)

   training services;

9. (i)

   training materials;

10. (j)

    extended warranty services; or

11. (k)

    any associated service entitlements,

without the prior written consent of the Company.

18.13 Consequences of Unauthorised Transfer

Any purported transfer in breach of 18.12 shall be void.

The Company may immediately terminate:

1. (a)

   licences;

2. (b)

   Subscription Services;

3. (c)

   support services;

4. (d)

   Maintenance;

5. (e)

   calibration services;

6. (f)

   training services;

7. (g)

   extended warranty services; and

8. (h)

   any other service entitlements,

associated with an unauthorised transfer.

The Company shall have no obligation to provide support, maintenance, repair services, calibration services, software updates, software subscriptions, training or technical assistance in respect of any Goods acquired through an unauthorised transfer.

18.14 Approved Transfers

Following any approved transfer of the Goods, the recipient shall have no right to:

1. (a)

   use the Software; or

2. (b)

   receive any Subscription Services, support services, maintenance services, calibration services, training services or extended warranty services,

unless and until the Company has approved the transfer and entered into such licence, subscription, support, maintenance or other arrangements as the Company may require.

18.15 Transfer Approval Conditions

The Company may withhold consent, grant consent subject to conditions or require the execution of such documentation, licence agreements, subscription agreements or other arrangements as it reasonably considers necessary to protect its Intellectual Property, Confidential Information and legitimate commercial interests.

18.16 Survival

The provisions of:

1. (a)

   18.3;

2. (b)

   18.5;

3. (c)

   18.6;

4. (d)

   18.12;

5. (e)

   18.13; and

6. (f)

   any provision relating to Intellectual Property or Confidential Information,

shall survive termination or expiry of the Agreement.

19.1 Provision of Services

The Company shall provide the Services to the Customer subject to the terms of this Agreement.

19.2 Authority and Variations

No employee, subcontractor or agent of the Company has any authority to add to, vary or amend this Agreement or make any representation or warranty unless such addition, variation, representation or warranty is in writing and signed by a duly authorised representative of the Company.

19.3 Customer Inputs and Cooperation

The Customer shall, at its own expense, provide the Company with all Input Material and other information reasonably required to enable the Company to provide the Services.

The Customer shall ensure that all Input Material is complete, accurate and up to date.

19.4 Customer Data and Materials

The Company shall have no liability for any loss, corruption, destruction or accidental loss of Input Material except to the extent caused by the Company's negligence.

19.5 Quotations

Any Quotation is valid only for the period stated in the Quotation and may be withdrawn by the Company at any time before acceptance unless stated otherwise.

19.6 Further Information

Further details regarding the Services, and any advice or recommendations relating to their use, shall be provided upon written request to the Company where reasonably available.

19.7 Corrections

The Company may correct any typographical, clerical or other error or omission in any promotional literature, Quotation, price list, acceptance document, invoice or other document relating to the Services without liability.

19.8 Service Changes

The Company may at any time, and without notice to the Customer, make any changes to the Services that:

1. (a)

   are necessary to comply with any applicable law, regulation, statutory requirement, safety requirement or industry standard;

2. (b)

   are reasonably required to protect the health, safety or welfare of the Company's employees, agents, contractors or subcontractors while carrying out work at or in the vicinity of the Premises; or

3. (c)

   do not materially adversely affect the nature, scope or overall quality of the Services.

19.9 Product and Service Changes

The Company may discontinue, withdraw, replace or modify any Software, Software Subscription, online service, hardware support service or feature provided that such change does not materially reduce the overall functionality of the affected Goods or Subscription Services during the current Subscription Term.

19.10 Service Usage Limits

Any Subscription Services, support services, Maintenance, training services, technical assistance or other Services provided by the Company are subject to reasonable and commercially acceptable usage limits determined by the Company.

The Company reserves the right to charge separately for excessive, unusual, repetitive, urgent, priority, after-hours, on-site or otherwise out-of-scope requests.

19.11 Service Levels

Unless expressly stated in a Quotation or service schedule, the Company does not guarantee response times, repair times, replacement times, uptime levels, availability levels or service-level commitments.

19.12 Remedy for Service Failure

The Company's sole liability for any failure to provide Services in accordance with this Agreement shall be, at the Company's sole discretion:

1. (a)

   to re-perform the affected Services within a reasonable time; or

2. (b)

   to issue a credit note in respect of the Charges paid for the affected Services (or the relevant part thereof).

This shall be the Customer's sole and exclusive remedy in respect of such failure.

19.13 Subscription Services

19.14 Hardware Support and Extended Warranty Services

19.15 Training Services

20.1 Orders

Each order, acceptance of a Quotation, renewal of a Subscription Services, or continued use of a Subscription Services following renewal shall be deemed to be an offer by the Customer to purchase the relevant Goods or Services subject to this Agreement, including These Conditions.

The Customer shall ensure that all orders and specifications are complete and accurate.

For the avoidance of doubt:

1. (a)

   a renewal of a Subscription Services in accordance with 19.13.5 and 19.13.6 shall not require a new purchase order, sales order or other ordering document; and

2. (b)

   any purchase order, procurement form, vendor onboarding document, specification, supplier registration requirement, customer portal, customer policy, customer standard terms or other document issued by the Customer shall be treated solely as an administrative document and shall not:

   1. (i)

      amend, vary or supersede this Agreement;

   2. (ii)

      form part of this Agreement;

   3. (iii)

      create any separate agreement between the parties; or

   4. (iv)

      impose any additional obligations on the Company,

   unless expressly agreed in writing by an authorised representative of the Company.

20.2 Formation of Agreement

A binding Agreement shall not come into existence between the Company and the Customer unless and until the Company:

1. (a)

   issues a written order acknowledgement to the Customer; or

2. (b)

   delivers the Goods or Services to the Customer,

whichever occurs first.

The issue by the Customer of any purchase order, procurement document or supplier onboarding document shall not of itself create any obligation on the Company to accept an order.

20.3 Instalments

The Company may deliver the Goods or Services in separate instalments.

Each instalment:

1. (a)

   may be invoiced separately;

2. (b)

   shall be payable in accordance with this Agreement; and

3. (c)

   shall constitute a separate agreement for the purposes of performance and payment.

No cancellation, termination or breach relating to one instalment shall entitle the Customer to cancel, terminate or refuse any other instalment.

20.4 Cancellation of Accepted Orders

Any cancellation of an order, or any accepted Quotation, shall be subject to 10.1.

For the avoidance of doubt, no accepted order may be cancelled by the Customer except in accordance with 10.1.

21.1 Payment of Charges

In consideration of the provision of the Goods and/or Services by the Company, the Customer shall pay all Charges in accordance with this Agreement.

21.2 Charge Variations

Subject to 19.13.7, without limiting 21.5, the Company may vary the Charges from time to time by giving not less than thirty (30) days' written notice to the Customer.

21.3 Taxes

All Charges are exclusive of:

1. (a)

   value added tax (VAT);

2. (b)

   sales taxes;

3. (c)

   withholding taxes;

4. (d)

   goods and services taxes;

5. (e)

   import duties;

6. (f)

   export duties; and

7. (g)

   similar governmental charges,

which shall be payable by the Customer in addition to the Charges where applicable.

21.4 Additional Charges

Unless expressly stated otherwise in a Quotation or order acknowledgement, the Company may charge separately for:

1. (a)

   freight;

2. (b)

   shipping;

3. (c)

   transportation;

4. (d)

   packaging;

5. (e)

   insurance;

6. (f)

   installation;

7. (g)

   commissioning;

8. (h)

   travel;

9. (i)

   accommodation;

10. (j)

    subsistence;

11. (k)

    third-party software;

12. (l)

    third-party services; and

13. (m)

    any other customer-requested or project-specific costs.

21.5 Cost Increases

The rights in this section are cumulative and are in addition to:

1. (a)

   21.2;

2. (b)

   9.10; and

3. (c)

   any other rights or remedies of the Company.

Where the Company reasonably determines that the cost of providing any Goods or Services has increased for reasons beyond the reasonable control of the Company, the Company may increase the applicable Charges by an amount reasonably commensurate with, or necessary to reflect, the increase in cost.

Such increases may arise from:

1. (a)

   changes in law, regulation, taxation, duties or government policy;

2. (b)

   the introduction, implementation or interpretation of any statute, regulation, directive or regulatory requirement;

3. (c)

   increases in supplier or subcontractor costs;

4. (d)

   increases in third-party software, licensing, cloud hosting or infrastructure costs;

5. (e)

   increases in labour, employment or contractor costs;

6. (f)

   increases in freight, shipping, logistics or insurance costs;

7. (g)

   currency exchange rate fluctuations; or

8. (h)

   any other circumstance outside the reasonable control of the Company.

22.1 Company Termination Rights

Without prejudice to any other rights or remedies of the Company, the Company may terminate this Agreement in whole or in part, with immediate effect by written notice to the Customer, if:

1. (a)

   the Customer fails to pay any amount due under this Agreement and such amount remains unpaid for thirty (30) days or more;

2. (b)

   the Customer provides materially inaccurate, incomplete or misleading information in connection with this Agreement;

3. (c)

   the Customer commits a material breach of this Agreement;

4. (d)

   the Customer repeatedly breaches this Agreement in a manner that reasonably justifies the opinion that its conduct is inconsistent with its intention or ability to comply with this Agreement;

5. (e)

   the Customer ceases, or threatens to cease, carrying on business;

6. (f)

   the Customer is unable to pay its debts as they fall due;

7. (g)

   any bankruptcy petition, insolvency application, administration application, winding-up petition or similar proceeding is commenced against the Customer;

8. (h)

   the Customer undergoes a change in ownership or control and the Company reasonably determines that:

   1. (i)

      the transaction creates a conflict of interest;

   2. (ii)

      the transaction adversely affects the Company's legitimate commercial interests;

   3. (iii)

      the transaction creates a material competitive concern; or

   4. (iv)

      continued performance would expose the Company's confidential information or intellectual property to increased risk;

9. (i)

   a receiver, administrative receiver, administrator, trustee, liquidator or similar office-holder is appointed in relation to the Customer or any of its assets;

10. (j)

    the Customer enters into any arrangement, compromise or composition with its creditors; or

11. (k)

    any execution, distress, enforcement action or similar process is levied against any material asset of the Customer.

23.1 Customer Liability on Termination

Upon termination or expiry of this Agreement for any reason, the Customer shall immediately pay to the Company:

1. (a)

   all unpaid Charges;

2. (b)

   all accrued interest;

3. (c)

   all other sums due and payable under this Agreement; and

4. (d)

   any amounts which become immediately due pursuant to 9.7.

23.2 Recovery Costs

The Customer shall indemnify and keep indemnified the Company against all costs and expenses incurred in:

1. (a)

   enforcing this Agreement;

2. (b)

   recovering overdue amounts;

3. (c)

   collecting outstanding debts; or

4. (d)

   exercising any rights arising from the Customer's breach or default,

including legal costs, collection costs, tracing costs, court fees, enforcement costs and professional adviser fees on a full indemnity basis.

24.1 Company Rights Following Termination

Upon termination or expiry of this Agreement, the Company may immediately:

1. (a)

   cease providing any Services;

2. (b)

   cease supplying any Goods which have not yet been delivered;

3. (c)

   suspend or disable access to any Software, Software Subscription, online service, or other Subscription Services;

4. (d)

   revoke or disable usernames, passwords, access credentials, activation keys, licence keys and authentication credentials; and

5. (e)

   exercise any other rights available under this Agreement or at law.

24.2 No Continuing Obligation

For the avoidance of doubt, the Company shall have no further obligation to provide any Goods or Services following termination except to the extent that such obligation expressly survives termination.

24.3 Survival of Accrued Rights

Termination or expiry of this Agreement shall not affect:

1. (a)

   any right, remedy, obligation or liability accrued prior to termination; or

2. (b)

   any provision which expressly or by implication is intended to survive termination.

24.4 Surviving Provisions

Without limitation, the following provisions shall survive termination or expiry:

1. (a)

   payment obligations;

2. (b)

   confidentiality obligations;

3. (c)

   intellectual property provisions;

4. (d)

   licence restrictions;

5. (e)

   limitations and exclusions of liability;

6. (f)

   indemnities; and

7. (g)

   any other provision intended to survive termination.

25.1 Company Rights

The Company may:

1. (a)

   perform any of its obligations through agents, contractors or subcontractors;

2. (b)

   subcontract any part of its obligations under this Agreement;

3. (c)

   assign, transfer, novate, charge, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement; and

4. (d)

   transfer this Agreement to any subsidiary, associated company, group company, successor business or purchaser of all or substantially all of the Company's business or assets.

The Company shall remain responsible for the acts and omissions of its subcontractors to the extent required by law.

25.2 Customer Restrictions

The Customer shall not assign, transfer, novate, charge, declare a trust over or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Company.

Any purported assignment, transfer or other dealing in breach of this section shall be void.

25.3 Change of Customer Structure

Without limiting 22.1, the Customer shall promptly notify the Company of:

1. (a)

   any proposed merger;

2. (b)

   any acquisition resulting in a change of ownership or control;

3. (c)

   any sale of all or substantially all of its assets; or

4. (d)

   any proposed transfer of this Agreement or the Goods or Services to another person.

25.4 Successors and Assigns

This Agreement shall be binding upon and enure to the benefit of the parties and their respective successors, permitted assigns, transferees, purchasers and legal representatives.

No assignment, transfer, novation, merger, reorganisation, reconstruction, business sale or change of ownership involving the Company shall entitle the Customer to:

1. (a)

   terminate this Agreement;

2. (b)

   treat this Agreement as repudiated;

3. (c)

   require the execution of a replacement agreement; or

4. (d)

   refuse to perform its obligations under this Agreement;

5. (e)

   require the Company to obtain its consent to any such assignment, transfer, novation, merger, reorganisation, reconstruction, business sale or change of ownership.

26.1 Ownership of Intellectual Property

All Intellectual Property in:

1. (a)

   the Goods;

2. (b)

   the Software;

3. (c)

   the Services;

4. (d)

   any documentation;

5. (e)

   any training materials;

6. (f)

   any specifications;

7. (g)

   any drawings;

8. (h)

   any databases;

9. (i)

   any reports;

10. (j)

    any designs;

11. (k)

    any firmware;

12. (l)

    any source code;

13. (m)

    any object code;

14. (n)

    any know-how;

15. (o)

    any confidential information; and

16. (p)

    any other materials supplied, created, developed, adapted, configured or made available by or on behalf of the Company,

shall remain vested in and owned by the Company or its licensors.

26.2 Reservation of Rights

Except as expressly stated in this Agreement, no Intellectual Property rights are assigned, transferred, licensed or otherwise granted to the Customer.

All rights not expressly granted are reserved by the Company.

26.3 Protection of Intellectual Property

The Customer shall not, and shall ensure that its Customer Representatives do not:

1. (a)

   infringe, challenge, contest, invalidate or otherwise interfere with any Intellectual Property of the Company or its licensors;

2. (b)

   copy, reproduce, distribute or make available any materials owned by the Company except as expressly permitted by this Agreement;

3. (c)

   remove, alter or obscure any copyright, trade mark, patent, proprietary or other notice;

4. (d)

   use any Intellectual Property of the Company except as expressly authorised under this Agreement; or

5. (e)

   knowingly assist, encourage or permit any third party to do any of the above.

26.4 Bespoke Developments and Deliverables

All Intellectual Property arising from or relating to:

1. (a)

   custom development;

2. (b)

   bespoke development;

3. (c)

   consultancy work;

4. (d)

   advisory work;

5. (e)

   design work;

6. (f)

   configurations;

7. (g)

   modifications;

8. (h)

   enhancements;

9. (i)

   integrations;

10. (j)

    customisations;

11. (k)

    reports;

12. (l)

    specifications;

13. (m)

    documentation; and

14. (n)

    any other deliverables created, developed or supplied in connection with the Goods or Services,

shall belong exclusively to the Company.

For the avoidance of doubt, payment by the Customer for custom development, consultancy, design, configuration, integration or other bespoke work does not transfer ownership of any Intellectual Property to the Customer unless expressly agreed in writing by the Company.

26.5 Customer-Created Materials

To the extent that any work product, material, document, drawing, design, specification, configuration, development, modification, enhancement, customisation, software component, firmware component, database, report or other deliverable created by or on behalf of the Customer:

1. (a)

   relates to;

2. (b)

   incorporates;

3. (c)

   derives from;

4. (d)

   interfaces with; or

5. (e)

   is intended for use with,

the Goods, Software or Services, the Customer hereby assigns to the Company, with full title guarantee, all Intellectual Property rights in such material.

This assignment shall take effect immediately upon creation of the relevant rights.

26.6 Future Intellectual Property Rights

To the extent that any Intellectual Property rights assigned under 26.4 or 26.5 do not vest automatically, the Customer hereby assigns such rights by way of present assignment of future rights, effective immediately upon their coming into existence.

26.7 Further Assurances

The Customer shall promptly execute all documents and do all things reasonably required by the Company to give effect to this section.

26.8 Moral Rights

The Customer shall waive, and shall procure the waiver of, all moral rights capable of waiver in any material assigned under this section.

26.9 Third-Party Intellectual Property

Where the Customer provides, specifies or requires the use of any third-party intellectual property in connection with the Goods or Services, the Customer warrants that it has all necessary rights, licences, permissions and consents.

The Customer shall obtain and maintain all rights, licences, permissions and consents required for the Company to use, reproduce, modify, develop, maintain, support and otherwise deal with such third-party intellectual property to the extent reasonably required for the performance of this Agreement.

The licence granted to the Company shall, to the extent necessary for the performance, support and maintenance of the Goods and Services, be perpetual, irrevocable, royalty-free and transferable.

26.10 Intellectual Property Indemnity

The Customer shall indemnify and keep indemnified the Company against all losses, liabilities, damages, costs and expenses arising from any claim that the use by the Company of any materials, specifications, data, instructions, designs or intellectual property provided by or on behalf of the Customer infringes the rights of any third party.

26.11 Feedback

Any ideas, feedback, enhancement requests, feature requests, recommendations, comments, bug reports or other suggestions provided by or on behalf of the Customer may be used, implemented, modified, commercialised, incorporated into, distributed with or otherwise exploited by the Company without restriction and without any obligation to pay compensation to the Customer.

26.12 Survival

This section shall survive termination or expiry of this Agreement.

No mandatory law, public procurement rule, compulsory technology transfer requirement, government funding condition or similar regulation shall be interpreted as transferring ownership of the Company's Intellectual Property except to the extent expressly required by applicable law.

27.1 Company Right to Amend

The Company may amend, update, replace or supplement these These Conditions from time to time at its sole discretion.

Any amended version shall take effect immediately upon publication on the Company's website or otherwise being made available by the Company.

27.2 Continued Use

The Customer's continued:

1. (a)

   use of the Goods;

2. (b)

   use of the Software;

3. (c)

   use of the Services;

4. (d)

   use of any Subscription Services; or

5. (e)

   payment of any invoice issued after the effective date of the amendment,

shall constitute acceptance of the amended These Conditions.

27.3 Previous Versions

The version of These Conditions in force from time to time shall replace and supersede all previous versions.

28.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all previous:

1. (a)

   agreements;

2. (b)

   understandings;

3. (c)

   negotiations;

4. (d)

   discussions;

5. (e)

   proposals;

6. (f)

   quotations;

7. (g)

   representations;

8. (h)

   statements; and

9. (i)

   arrangements,

whether oral or written, relating to its subject matter.

28.2 Reliance

Each party acknowledges that, in entering into this Agreement, it has not relied upon any representation, statement, assurance, warranty or undertaking not expressly set out in this Agreement.

28.3 Excluded Statements

Without limitation, the following shall not form part of this Agreement unless expressly incorporated into it:

1. (a)

   marketing materials;

2. (b)

   brochures;

3. (c)

   catalogues;

4. (d)

   presentations;

5. (e)

   demonstrations;

6. (f)

   product roadmaps;

7. (g)

   sales discussions;

8. (h)

   proposals;

9. (i)

   emails;

10. (j)

    websites; and

11. (k)

    other pre-contract communications.

28.4 Variations

No variation, amendment, supplement or modification of this Agreement shall be effective unless:

1. (a)

   made in writing; and

2. (b)

   signed by an authorised representative of each party.

28.5 Fraud

Nothing in this section limits or excludes liability for fraud or fraudulent misrepresentation.

29.1 Severability

If any provision of this Agreement is held by any court, tribunal or other authority of competent jurisdiction to be:

1. (a)

   invalid;

2. (b)

   illegal;

3. (c)

   void;

4. (d)

   voidable; or

5. (e)

   unenforceable,

in whole or in part, that provision shall, to the extent necessary, be deemed severed from this Agreement and shall not affect the validity, legality or enforceability of the remaining provisions.

29.2 Modification to Preserve Validity

Where any provision would be valid, legal and enforceable if modified, the provision shall apply with such modification as is necessary to give effect as nearly as possible to the original commercial intention of the parties.

29.3 Continuing Effect

The remaining provisions of this Agreement shall continue in full force and effect notwithstanding the severance, invalidity, illegality or unenforceability of any other provision.

30.1 Giving Notices

Any notice given under or in connection with this Agreement shall be:

1. (a)

   in writing; and

2. (b)

   delivered by hand;

3. (c)

   sent by prepaid first-class post or other next working day delivery service;

4. (d)

   sent by courier; or

5. (e)

   sent by email,

to the address, email address or other contact details last notified by the receiving party.

30.2 Company Contact Details

Notices to the Company shall be sent to its registered office or to any other address or email address notified by the Company from time to time.

30.3 Customer Contact Details

Notices to the Customer may be sent to:

1. (a)

   the Customer's registered office;

2. (b)

   principal place of business;

3. (c)

   billing address;

4. (d)

   service address;

5. (e)

   email address;

6. (f)

   any address specified in a Quotation, order acknowledgement, invoice or service schedule; or

7. (g)

   any other contact details provided by the Customer.

30.4 Deemed Receipt

A notice shall be deemed received:

1. (a)

   if delivered by hand, when left at the relevant address;

2. (b)

   if sent by prepaid post or courier, at 9:00 a.m. on the second business day after posting;

3. (c)

   if sent by email, at the time of transmission unless the sender receives an automated message indicating non-delivery.

30.5 Electronic Communications

The parties agree that notices may be given electronically.

The Customer acknowledges that notices relating to:

1. (a)

   renewals;

2. (b)

   price changes;

3. (c)

   suspension of services;

4. (d)

   termination;

5. (e)

   licence compliance;

6. (f)

   invoices; and

7. (g)

   payment defaults,

may be sent by email.

30.6 Updating Contact Details

Each party shall promptly notify the other of any change to its contact details.

A party may continue to rely upon the most recently notified contact details until such notification is received.

30.7 Proof of Service

In proving service, it shall be sufficient to show that:

1. (a)

   a letter was properly addressed and posted; or

2. (b)

   an email was sent to the relevant email address without any indication of delivery failure.

31.1 No Waiver

No failure, delay or omission by either party in exercising any right, power, remedy or privilege under this Agreement shall:

1. (a)

   operate as a waiver of that right, power, remedy or privilege; or

2. (b)

   prevent any future exercise of that right, power, remedy or privilege.

31.2 Partial Exercise

Any single or partial exercise of any right, power, remedy or privilege shall not prevent any further exercise of that right, power, remedy or privilege or the exercise of any other right, power, remedy or privilege.

31.3 Waivers

A waiver shall be effective only if:

1. (a)

   made in writing; and

2. (b)

   signed by the party granting the waiver.

A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default.

32.1 No Third-Party Enforcement

Except as expressly provided in this Agreement, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

32.2 Permitted Third Parties

Nothing in this section prevents any right, benefit or protection being enjoyed by:

1. (a)

   a successor;

2. (b)

   a permitted assignee;

3. (c)

   a transferee;

4. (d)

   a purchaser of all or substantially all of the Company's business or assets;

5. (e)

   a subcontractor; or

6. (f)

   a group company of the Company,

to the extent expressly permitted elsewhere in this Agreement.

32.3 Variations and Termination

The parties may vary, amend, replace, suspend, settle or terminate this Agreement without the consent of any third party.

33.1 Confidentiality Obligations

Each party shall:

1. (a)

   keep the other party's Confidential Information confidential;

2. (b)

   protect the other party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information;

3. (c)

   use the other party's Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement; and

4. (d)

   not disclose the other party's Confidential Information except as expressly permitted by this section.

33.2 Exclusions

Information shall not constitute Confidential Information to the extent that it:

1. (a)

   is or becomes publicly available other than through a breach of this Agreement;

2. (b)

   was lawfully known to the receiving party before disclosure;

3. (c)

   is lawfully obtained from a third party without any obligation of confidentiality; or

4. (d)

   is independently developed without use of the disclosing party's Confidential Information.

33.3 Permitted Disclosures

A party may disclose Confidential Information to:

1. (a)

   its employees;

2. (b)

   officers;

3. (c)

   professional advisers;

4. (d)

   auditors;

5. (e)

   insurers;

6. (f)

   lenders;

7. (g)

   contractors;

8. (h)

   subcontractors;

9. (i)

   group companies; and

10. (j)

    prospective purchasers of all or substantially all of its business or assets,

to the extent reasonably necessary for the purposes of this Agreement,

provided that the receiving party remains responsible for compliance with this section by such persons.

33.4 Vendor and Partner Sharing

The Customer acknowledges and agrees that the Company may disclose relevant Customer information, contact details, Customer Data and technical information to:

1. (a)

   software vendors;

2. (b)

   hardware manufacturers;

3. (c)

   hosting providers;

4. (d)

   cloud service providers;

5. (e)

   support providers; and

6. (f)

   other suppliers or partners,

where reasonably required for the provision, maintenance, support or operation of the Goods or Services.

The Customer authorises such parties to communicate directly with the Customer where reasonably required for those purposes.

33.5 Compelled Disclosure

A party may disclose Confidential Information where required by:

1. (a)

   law;

2. (b)

   regulation;

3. (c)

   a court of competent jurisdiction;

4. (d)

   a governmental authority; or

5. (e)

   a regulatory authority.

Where legally permitted, the receiving party shall provide reasonable advance notice to the other party before making such disclosure.

33.6 Disclosure Requests

The Customer shall promptly notify the Company of any freedom of information request, public-records request, transparency request or similar disclosure request that may affect the Company's Confidential Information, Intellectual Property or commercial information.

The Customer shall, to the maximum extent permitted by law, consult with the Company before making any disclosure and shall take all reasonable steps permitted by law to protect the Company's Confidential Information.

33.7 Customer Data

The Company shall use Customer Data only as reasonably required:

1. (a)

   to provide the Goods;

2. (b)

   to provide the Services;

3. (c)

   to perform its obligations under this Agreement;

4. (d)

   to comply with applicable law; or

5. (e)

   as otherwise authorised by the Customer.

33.8 Publicity

The Company may identify the Customer as a customer of the Company and may refer to the Goods or Services supplied, in:

1. (a)

   customer lists;

2. (b)

   proposals;

3. (c)

   presentations;

4. (d)

   websites;

5. (e)

   investor materials; and

6. (f)

   marketing materials,

provided that the Company does not disclose any Confidential Information in doing so.

33.9 Injunctive Relief

The parties acknowledge that damages may be an insufficient remedy for a breach of this section.

Each party shall be entitled to seek injunctive relief, specific performance or other equitable remedies in respect of any actual or threatened breach of this section.

33.10 Duration

This section shall continue during the term of this Agreement and for ten (10) years after its termination or expiry.

Information that constitutes a trade secret shall remain protected for so long as it remains a trade secret.

33.11 Ownership of Confidential Information

All Confidential Information remains the property of the disclosing party.

Except as expressly stated in this Agreement, no rights, licences or interests in any Confidential Information are granted or transferred by disclosure.

34.1 Compliance with Applicable Laws

Each party shall comply with all applicable laws, regulations and guidance relating to:

1. (a)

   anti-bribery and anti-corruption;

2. (b)

   anti-facilitation of tax evasion;

3. (c)

   modern slavery;

4. (d)

   human trafficking;

5. (e)

   forced labour; and

6. (f)

   child labour,

including, where applicable:

1. (a)

   the Bribery Act 2010;

2. (b)

   the Modern Slavery Act 2015; and

3. (c)

   any successor or equivalent legislation.

34.2 No Improper Conduct

Neither party shall:

1. (a)

   offer, promise, give, request or accept any bribe, kickback or other improper payment;

2. (b)

   engage in any conduct that would cause the other party to breach any law referred to in 34.1; or

3. (c)

   knowingly engage in any form of modern slavery, servitude, forced labour, compulsory labour or human trafficking.

34.3 Company Rights

Without limiting any other rights or remedies, the Company may terminate this Agreement immediately upon written notice if it reasonably believes that the Customer has committed a material breach of this section.

35.1 Operational Data and Telemetry

The Company may collect, generate, analyse, process and use operational, diagnostic, telemetry, performance, configuration, support, maintenance and usage information relating to the Goods and Services.

35.2 Ownership of Customer Data

The Customer retains all right, title and interest in and to Customer Data.

The Customer is solely responsible for:

1. (a)

   the legality and lawfulness of Customer Data;

2. (b)

   obtaining all rights, consents and permissions required to provide Customer Data to the Company;

3. (c)

   the accuracy and completeness of Customer Data; and

4. (d)

   the consequences of any inaccuracies, omissions or defects in Customer Data.

35.3 Compliance with Data Protection Laws

Each party shall comply with applicable data protection, privacy and electronic communications laws in connection with this Agreement.

35.4 Processing of Customer Data

The Company may process Customer Data and any personal data contained within it:

1. (a)

   to provide the Goods;

2. (b)

   to provide the Services;

3. (c)

   to administer the relationship between the parties;

4. (d)

   to comply with legal and regulatory obligations;

5. (e)

   to enforce this Agreement; and

6. (f)

   as otherwise permitted by applicable law.

35.5 International Transfers

The Customer acknowledges and agrees that Customer Data may be processed, stored, transferred, hosted, backed up or accessed outside the United Kingdom or the jurisdiction in which the Customer is located where reasonably required for the provision of the Goods or Services.

35.6 Service Providers and Subprocessors

The Company may use:

1. (a)

   software vendors;

2. (b)

   hardware manufacturers;

3. (c)

   hosting providers;

4. (d)

   cloud service providers;

5. (e)

   support providers;

6. (f)

   contractors;

7. (g)

   subcontractors; and

8. (h)

   group companies,

in connection with the provision of the Goods or Services.

The Customer authorises the appointment and use of such parties for those purposes.

35.7 Security Measures

Each party shall maintain reasonable technical, organisational and administrative measures designed to protect personal data against unauthorised access, disclosure, loss, destruction or alteration.

35.8 Data Incidents

The Company shall notify the Customer without undue delay after becoming aware of a personal data breach affecting Customer Data where such notification is required by applicable law.

35.9 Privacy Policy

The Customer acknowledges that the Company may process personal data in accordance with the Company's privacy policy as updated from time to time.

35.10 Survival

This section shall survive termination or expiry of this Agreement.