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 material respects with the Hosted Services Specification; and

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

"Acceptance Period" means a period of 5 Business Days following the making available of the Hosted Services to the Client for the purposes of testing in accordance with Clause 4 or any repeated making available of the Hosted Services to the Client 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 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 mainly the Service Order Form and 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 Client;

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

"Business Hours" means the hours of 08:00 to 16:00 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;

"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 (email suffices) 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 Client 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 Client Confidential Information;

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

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

"Client Confidential Information" means:

• (a) any information disclosed by or on behalf of the Client to the Provider during the Term (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

• (b) the Client Data.

"Client Data" means all data, works and materials: uploaded to or stored on the Platform by the Client; transmitted by the Platform at the instigation of the Client; supplied by the Client 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 Client (but excluding analytics data relating to the use of the Platform and server log files);

"Client Indemnity Event" has the meaning given to it in Clause 27.3;

"Client Personal Data" means any Personal Data (if there is such) that is processed by the Provider on behalf of the Client in relation to the Agreement, but excluding personal data with respect to which the Provider is a data controller;

"Client 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 Client giving to the Provider written notice of the appointment;

"Client Systems" means the hardware and software systems of the Client 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, without limitation, the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data in other jurisdictions as the case may be;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Client (if any);

"Effective Date" means the date upon which the parties execute a hard-copy Services Order Form; or, following the Client 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 Client an order confirmation;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"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, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means, inter alia, digital assets management services and other related services, as specified in the Hosted Services Specification (Section 3 of the Services Order Form), which will be made available by the Provider to the Client 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 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 Client or any person authorised by the Client to use the Platform or Hosted Services;

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

• (c) a failure of the Client 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;

"Mobile App" means the mobile application (if and as available) that is made available by the Provider through the Google Play Store and/or the Apple App Store;

"Personal Data" means personal data under any of the Data Protection Laws;

"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 Zent Labs Ltd, a company incorporated and registered in the British Virgin Islands, registered in the British Virgin Islands under registration number registration number 2133272 at the BVI Registrar of Corporate Affairs, having its registered office at c/o Quijano & Associates; Quijano Chambers P.O. Box 3159; Road Town; Tortola; British Virgin Islands;

"Provider Confidential Information" means:

• (a) any information disclosed by or on behalf of the Provider to the Client 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 Client (acting reasonably) to be confidential; and

• (b) the financial terms of the Agreement.

"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 Client written notice of the appointment;

"Remedy Period" means a period of 30 Business Days following the Client 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 Client, or has an obligation to provide to the Client, under these Terms and Conditions;

"Services Order Form" means an online order form published by the Provider and completed and submitted by the Client, 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 Mozilla Firefox, Google Chrome, 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 (if any), 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 Client 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;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"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.

2.1 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.

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

3.2 The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided in accordance with the timetable set out in Section 2 of the Services Order Form.

3.3 The Client acknowledges that a delay in the Client 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 Client 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 Client 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.

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

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

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

4.4 If the Client 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 Client notifies the Provider that the Hosted Services have failed the Acceptance Tests, then the Client 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 Client notifies the Provider that the Hosted Services have failed the Acceptance Tests:

• (a) if the Provider acting reasonably agrees with the Client that the Hosted Services do not comply with the Acceptance Criteria, then the Provider must correct the issue and make available the corrected Hosted Services to the Client 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, 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 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 If the Client 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 Client will have no right to make any claim under or otherwise rely upon any warranty given by the Provider to the Client in the Agreement in relation to the specification and performance of the Hosted Services, unless the Client could not reasonably have been expected to have identified the breach of that warranty during the testing process.

5.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Client upon the acceptance or deemed acceptance of the Hosted Services by the Client the Access Credentials necessary to enable the Client to access and use the Hosted Services.

5.2 The Provider hereby grants to the Client 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 Client in accordance with the Documentation during the Term.

5.3 The licence granted by the Provider to the Client 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 Client or an Affiliate of the Client;

• (c) the User Interface may only be used by the named users identified in the Services Order Form, providing that the Client 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, providing that the Client 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 Client.

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 Client under Clause 5.2 is subject to the following prohibitions:

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

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

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

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

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

• (f) the Client 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 Client 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 1 (Availability SLA) shall govern the availability of the Hosted Services, if so is explicitly agreed by the parties and they opted in to comply with the provisions of Schedule 1, otherwise its provisions shall not apply.

5.7 The Client must comply with the Acceptable Use Policy as available on the Website, and must ensure that all persons using the Hosted Services with the authority of the Client or by means of the Access Credentials comply with the Acceptable Use Policy).

5.8 The Client 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 Client 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 Client acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Client for the purpose of assuring services to its customers generally.

5.10 The Client 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 Client 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.

6.1 The Provider and the Client 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 following 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 Client, the Customisation shall form part of the Platform, and accordingly from that time and date the Client's rights to use the Customisation shall be governed by Clause 5.

6.4 The Client 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 Client.

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

7.2 The Provider shall provide the Maintenance Services with reasonable skill and care.

7.3 The Provider shall provide the Maintenance Services in accordance with Schedule 2 (Maintenance SLA), if so is explicitly agreed by the parties and they opted in to comply with the provisions of Schedule 2, otherwise its provisions shall not apply.

7.4 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Client to the Provider under the Agreement is overdue, and the Provider has given to the Client at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

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

8.2 The Provider shall provide the Support Services with reasonable skill and care.

8.3 The Provider shall provide the Support Services in accordance with Schedule 3 (Support SLA), if so is explicitly agreed by the parties and they opted in to comply with the provisions of Schedule 3, otherwise its provisions shall not apply.

8.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Client to the Provider under the Agreement is overdue, and the Provider has given to the Client at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

9.1 Save to the extent that the parties have agreed otherwise in writing, the Client 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 Client must provide to the Provider, or procure for the Provider, such access to the Client'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.

10.1 The Client shall ensure that the Client 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.

11.1 The Client hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client 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 Client 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 Client warrants to the Provider that the Client Data, including 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.

11.3 The Provider shall create a back-up copy of the Client Data at least monthly, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

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

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 Client by:

• (a) the Client; or

• (b) the Provider with the prior written agreement of the Client.

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 Client. 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 Client 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 Client to the relevant third party in respect of the use of Third Party Services.

12.5 The Client acknowledges and agrees that:

• (a) the activation of Third Party Services with respect to the Hosted Services account of the Client may result in the transfer of Client Data and/or Client 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 Client Data and/or Client Personal Data by any provider of Third Party Services;

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

• (d) the Client shall ensure that the transfer of Client 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 Client 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 Client in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.

13.1 The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly these Terms and Conditions shall not govern any such use, rights, obligations or liabilities.

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

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 Client Representative, and the Client:

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

• (b) may decline to comply with any other instructions in relation to that subject matter.

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

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

• (b) may decline to comply with any other instructions in relation to that subject matter.

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

• (a) once per calendar month during the Term; and

• (b) 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 Client shall be represented at management meetings by at least 1 Client Representative.

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 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.

17.4 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.

18.1 The Client 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 Client's written consent before performing Services that result in any estimate of time-based Charges given to the Client being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Client agrees otherwise in writing, the Client 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 exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Provider.

18.4 The Provider may elect to vary any element of the Charges by giving to the Client 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 3% 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.

19.1 The Client shall reimburse the Provider in respect of any Expenses, providing that the Provider must obtain the prior written authorisation of the Client 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 Client to do so, the Provider must supply to the Client such copies of the evidence for the Expenses in the possession or control of the Provider as the Client may specify in that written request.

20.1 The Provider must:

• (a) ensure that the personnel providing Services (if any), the Charges for which will be based in whole or part upon the time spent in the performance of those Services, complete reasonably detailed records of their time spent providing those Services; and

• (b) retain such records during the Term, and for a period of at least 12 months following the end of the Term.

20.2 Within 10 Business Days following receipt of a written request, the Provider shall supply to the Client copies of such of the timesheets referred to in Clause 20.1 and in the Provider's possession or control as the Client may specify in that written request.

21.1 The Provider shall issue invoices for the Charges to the Client from time to time during the Term.

21.2 The Client 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.

21.3 The Client must pay the Charges by appropriate means and medium of payment (using such payment details as are notified by the Provider to the Client from time to time).

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

• (a) charge the Client interest on the overdue amount at the rate of 8% per annum above the SOFR 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 Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

22.1 The Provider must:

• (a) keep the Client Confidential Information strictly confidential;

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

• (c) use the same degree of care to protect the confidentiality of the Client 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 Client Confidential Information; and

• (e) not use any of the Client Confidential Information for any purpose other than for the purposes of the Agreement.

22.2 The Client 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;

• (c) use the same degree of care to protect the confidentiality of the Provider Confidential Information as the Client uses to protect the Client'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 Provider Confidential Information; and

• (e) not use any of the Provider Confidential Information for any purpose other than for the purposes of the Agreement.

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 party's 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.

22.8 The provisions of this Clause 22 shall continue in force indefinitely following the termination of the Agreement.

23.1 The Client must not make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Provider, such consent not to be unreasonably withheld or delayed.

23.2 Nothing in this Clause 23 shall be construed as limiting the obligations of the parties under Clause 22.

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

24.2 The Client 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 Client 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 4 (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 4 (Data processing information) (or such other types as may be agreed by the parties in writing).

24.4 The Provider shall only process the Client Personal Data for the purposes specified in Section 3 of Schedule 4 (Data processing information).

24.5 The Provider shall only process the Client 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 Client Personal Data on the documented instructions of the Client (including with regard to transfers of the Client Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

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

• (a) the Provider may transfer the Client Personal Data internally to its own employees, offices and facilities in the EEA/EU or outside the EEA/EU, providing that such transfers must be protected by appropriate safeguards, as required by Data Protection Laws;

• (b) the Provider may transfer the Client Personal Data to its third party processors in the jurisdictions identified in Section 5 of Schedule 4 (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

• (c) the Provider may transfer the Client 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 Client if, in the opinion of the Provider, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Laws.

24.9 Notwithstanding any other provision of the Agreement, the Provider may process the Client 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 Client of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

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

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

24.12 The Provider must not engage any third party to process the Client Personal Data without the prior specific or general written authorisation of the Client. In the case of a general written authorisation, the Provider shall inform the Client at least 5 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Client objects to any such changes before their implementation, then the Provider must not implement the changes, otherwise the Client may terminate the Agreement on 30 days' written notice to the Provider, providing that such notice must be given within the period of 10 days following the date that the Provider informed the Client 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.

24.13 As at the Effective Date, the Provider is hereby authorised by the Client to engage, as sub-processors with respect to Client Personal Data, the third parties, and third parties within the categories, identified in Section 5 of Schedule 4 (Data processing information).

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

24.15 The Provider shall assist the Client 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 Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client pursuant to this Clause 24.15.

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

24.17 The Provider shall make available to the Client 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 Client at its standard time-based charging rates for any work performed by the Provider at the request of the Client 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 Client, not more than once per calendar year) of the standard information security questionnaire of the Client.

24.18 The Provider shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client 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.

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

24.20 If 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.

25.1 The Provider warrants and represents to the Client 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 Client 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 Client that the Hosted Services, when used by the Client 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 Client that the Hosted Services, when used by the Client 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 Client 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 Client the right to use the Hosted Services in accordance with these Terms and Conditions.

25.6 The Client 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.

26.1 The Client 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 Client 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 Client 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 Client 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 Client will not give rise to any legal liability on the part of the Client or any other person.

27.1 The Provider shall indemnify and shall keep indemnified the Client 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 Client and arising directly as a result of any breach by the Provider of these Terms and Conditions (a " Provider Indemnity Event").

27.2 The Client 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,

and the Provider's obligation to indemnify the Client under Clause 27.1 shall not apply unless the Client complies with the requirements of this Clause 27.2.

27.3 The Client 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 Client of these Terms and Conditions (a " Client Indemnity Event").

27.4 The Provider must:

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

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

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

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

without prejudice to the Client's obligations under Clause 27.3.

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.

28.1 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 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

28.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

28.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.

28.6 Neither party shall be liable to the other party in respect of any loss of use or production.

28.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

28.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software.

28.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

28.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of:

• (a) USD/USDT 15,000; and

• (b) the total amount paid and payable by the Client to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.

28.11 The aggregate liability of each party to the other party under the Agreement shall not exceed the greater of:

• (a) USD/USDT 25,000; and

• (b) the total amount paid and payable by the Client to the Provider under the Agreement.

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.

30.1 The Provider may terminate the Agreement by giving to the Client not less than 30 days' written notice of termination. The Client may terminate the Agreement by giving to the Provider not less than 30 days' written notice after the end of the Minimum Term.

30.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

• (a) the other party commits any material breach of the Agreement, and the breach is not remediable;

• (b) the other party commits a material breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

• (c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

30.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

• (a) the other party:

• (i) is dissolved;

• (ii) ceases to conduct all (or substantially all) of its business;

• (iii) is or becomes unable to pay its debts as they fall due;

• (iv) is or becomes insolvent or is declared insolvent; or

• (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

• (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

• (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

• (d) if that other party is an individual:

• (i) that other party dies;

• (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or

• (iii) that other party is the subject of a bankruptcy petition or order.

30.4 The Provider may terminate the Agreement immediately by giving written notice to the Client if:

• (a) any amount due to be paid by the Client to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

• (b) the Provider has given to the Client at least 30 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 30.4.

30.5 The Agreement may only be terminated in accordance with its express provisions.

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 (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.8, 5.11, 12.7, 13, 19.2, 19.3, 20, 21.2, 21.4, 22, 23, 24, 27, 28, 31, 32, 33.1, 33.2, 33.4, 33.8, 33.9, 34.1, 34.5, 35.1, 35.5, 38, 39, 40, 41, 42, 43, 44 and 45.

31.2 Except to the extent expressly provided otherwise in these Terms and Conditions, 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 Client must pay to the Provider any Charges in respect of Services provided to the Client before the termination of the Agreement; and

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

without prejudice to the parties' other legal rights.

32.1 The Client must not, without the prior written consent of the Provider, either during the Term or within the period of 12 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 Client, either during the Term or within the period of 12 months following the end of the Term, engage, employ or solicit for engagement or employment any employee or subcontractor of the Client who has been involved in any way in the negotiation or performance of the Agreement.

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 Client supplied or made available by the Client to the Provider before the Effective Date, as it may be updated by the Client acting reasonably 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 Client, provide copies of the documentation embodying those policies and procedures to the Client.

33.7 Each party shall provide reasonable co-operation to the other party, at 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.

34.1 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 Client supplied or made available by the Client to the Provider before the Effective Date, as it may be updated by the Client acting reasonably 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 Client, provide copies of the documentation embodying those policies and procedures to the Client.

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

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 Client supplied or made available by the Client to the Provider before the Effective Date, as it may be updated by the Client acting reasonably 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 Client, provide copies of the documentation embodying those policies and procedures to the Client.

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

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) delivered personally;

• (b) sent by courier;

• (c) sent by recorded signed-for post;

• (d) sent by fax;

• (e) sent by email; or

• (f) 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 delivered personally, upon delivery;

• (b) in the case of notices sent by courier, upon delivery;

• (c) in the case of notices sent by post, 48 hours after posting;

• (d) in the case of notices sent by fax, at the time of the transmission of the fax (providing the sending party retains written evidence of the transmission);

• (e) in the case of notices sent by email, at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent); and

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

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 Client, 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 Client 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 Client 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.

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

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

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.

40.1 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.

41.1 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.

42.1 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.

43.1 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.

44.1 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 non-exclusive jurisdiction of the courts of England.

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 the 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.