Background

These Terms of Sale set out the terms under which Services are sold and provided by Us to business customers through Our website, www.verifymycontent.com (“Our Site”). Please read these Terms of Sale carefully and ensure that You understand them. If You do not agree to comply with and be bound by these Terms of Sale, You will not be able to order Our Services. These Terms of Sale, as well as any and all Contracts are in the English language only. These Terms of Sale operate as a framework agreement which defines the contractual terms and conditions under which We will supply Services to You (“Agreement”). Whilst this Agreement remains in force, We shall agree the provision of Services to You which shall be governed by and be subject to, the terms and conditions of this Agreement.

1.

Definitions and Interpretation

2.

Information About Us

2.1. Our Site, https://www.verifymycontent.com, is owned and operated by VERIFYMY LIMITED. 2.2. We are regulated by the Information Commissioner’s Office.

3.

Use of Our Services

3.1. It is Your responsibility to make any and all arrangements necessary in order to access Our Services. You acknowledge and agree that it is Your responsibility to ensure that any individuals involved in accessing and using the Services are appropriately trained in the use of any applicable technology and understand and are familiar with the Services and any training materials or documentation made available to them. You are solely responsible for ensuring that all users of the Services are appropriately trained in its use. 3.2. Access to Our Site and Services is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site or Services (or any part of it) at any time and without notice. We will not be liable to You in any way if Our Site or Services (or any part of it) is unavailable at any time and for any period. We: (a) do not warrant that Your use of the Services will be uninterrupted or error-free; and (b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 3.3. Use of Our Site is subject to Our Website Privacy Policy https://www.verifymycontent.com/privacy. Please ensure that You have read it carefully and that You understand it. Licence to use the Services 3.4 Subject to the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, We hereby grant to You a personal non-exclusive, non-transferable, non-sub-licensable, revocable right: (a) to permit authorised users to use the Services during the Term solely for Your business operations; and, (b) to access and use the Services within the limits of the Services You have purchased as detailed in the Contract 3.5 The rights provided under this Agreement are granted to You only, and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing. 3.6 Except to the extent expressly permitted under this Agreement and to the maximum extent permitted by law, You shall not: (a) (i) attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or; (b) use or access all or any part of the Services in order to build a product or service which competes with the Services; or (c) use the Services to provide services to third parties or offer any part of the Services for sale or distribution over any other medium; or (d) licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to anyone except authorised users; or (e) attempt to obtain, or assist third parties in obtaining, access to the Services; or (f) permit any third party to benefit from the use or functionality of the Services other than Your authorised users.

4.

Business Customers & Compliance with Law

4.1. These Terms of Sale apply to business customers only. These Terms of Sale do not apply to individual consumers purchasing Services for personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession). 4.2. You warrant that the details You have provided to Us in respect of Your account for Our Services are complete and accurate. In the event that You do not provide Us with the information We require and that information is accurate and complete in all respects at any time We will not be liable for any inability to make use of the Services in whole or part. 4.3. These Terms of Sale, together with the Contract, any other terms and Data Processing Agreements referenced herein that are applicable to the Services ordered, constitute the entire agreement between Us and You with respect to Your purchase of Services from Us. You acknowledge that You have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in Our Contract with You and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein. The warranties and representations set out in this clause are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this Agreement. Without limitation, We specifically deny any implied or express representation that the Services will be fit for any purpose or use other than that specifically stated by Us in writing. 4.4. Any obligation We have to comply or ensure compliance by any person or the Services with any law shall be limited to compliance with laws applicable within the United Kingdom, as generally applicable to Our businesses and to providers of Our identity and/or content verification Services. 4.5. Such obligations shall not be construed to create any obligation on Us (or anyone acting on Our behalf) or any part of the Services to comply with any laws or regulations which apply to Your business, or which apply solely to specific commercial or other activities (such as the insurance, legal advice or banking or other professional services) or which apply solely to a specific commercial or non-commercial sector (or part thereof) (such as the public, legal, accountancy, actuarial, insurance, banking or financial service sectors).

5.

Services and Pricing and Exclusivity

5.1. We provide identity and/or content verification services to online business customers who are required to verify the age and identity of content uploaders and to moderate all content uploaded to their platforms prior to publication as well as any associated services. 5.2. Our prices are calculated on the basis that We will be Your exclusive provider of identity and/or content verification services for all online sales worldwide of Your products or services during the term of this Contract. By entering into a Contract with Us You agree that You will not directly or indirectly solicit or receive from any third party, nor will You nor any Affiliate undertake or perform, services which are the same or materially similar to the Services. 5.3. Our prices are shown exclusive of VAT. The amount of VAT payable will be automatically applied when taking payment. 5.4. We will, as part of the Services, provide You with Our standard customer support services. We may amend Our support services at Our sole discretion from time to time.

6.

Accessing our APIs

6.1. Once Your account has been set up, You can make Verification requests via Our API. You may integrate Our APIs with Your own systems subject to the applicable licence terms made available to You by Us from time to time. 6.2. It is Your sole responsibility to ensure that the APIs are properly integrated with Your platform. Unless otherwise agreed in writing, beyond providing documentation, We do not commit to providing further support or assistance with the integration of Our Services with Your systems. 6.3. We will inform You of any planned or actual changes to Our APIs by notifying You directly.

7.

Payment

7.1. We shall invoice You in advance of the Start Date for the Fees payable as detailed in the Contract and Payment Schedule. No Services will be activated until payment in advance for the Services has been received in cleared funds. If We have not received payment within 7 days after the due date for any Fees, then without prejudice to any other rights and remedies We may have: (a) We may, without liability to You, on 2 days advance notice, disable Your account and suspend access to all or part of the Services, future version updates, licensed bug fixes etc. and We shall be under no obligation to provide any or all of the Services while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Starling Bank Limited from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement. 7.2. All amounts and fees stated or referred to in this Agreement: (a) are non-cancellable and non-refundable; (b) are exclusive of applicable tax, which shall be added to invoice(s) at the appropriate rate. 7.3. We shall be entitled to increase the Fees payable for Services at the start of each Renewal Term, on ninety days' prior written notice to You. In the event that You do not agree to such an increase, You may terminate this Agreement at the end of the Initial or then-current Renewal Term. In the event that You do not notify Us that You object to any increase, the Renewal Term shall be extended and include the increase in Fees accordingly. 7.4. All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law). 7.5 The provisions of sub-Clause 7.1(b) will not apply if You have promptly contacted Us to dispute an invoice in good faith. No interest will be payable while such a dispute is ongoing. Once any such dispute is resolved, We will charge interest on correctly invoiced sums from the original due date.

8.

Provision of the Services

8.1. We will use commercially reasonable efforts to provide the Services in a timely manner and to complete them on time. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 12 for events outside of Our control. 8.2. We will take what We consider to be reasonable skill and care in the provision of the Services and will make what We consider to be reasonable efforts to ensure that the Service remains available at all times. We cannot, however, be held responsible for any delays or unavailability if an event outside of Our control occurs. 8.3. In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt Service provision to resolve the issue. Unless the issue is an emergency that requires immediate action We will inform You in advance by email before suspending or interrupting the Services. In these circumstances, We will not be liable to You for any suspension of Services. 8.4. We are not liable for any delay or inability to use or access the Services in whole or part directly or indirectly caused by a delay by You or Your failure to comply with Your obligations under this Agreement. 8.5. We may suspend Services without liability if: (a) We reasonably believe that the Services are being used in breach of the Agreement and You do not remedy the failure within thirty (30) days of Our written notice to You describing the breach; (b) there is an attack on the Services or the Services are accessed by or manipulated by a third party without Our consent; (c) We are required by law to suspend the Services or Your access to the Services; (e) there has been unauthorised or suspected fraudulent or suspicious activity relating to Your use of the Services; or (f) there is another event for which We reasonably believe that suspension of the Services is necessary to protect Us or any other party’s network, system, the Services or other customers. 8.6. We have a programme of product development and continuing improvement, which means that We may make updates and changes to the Service from time to time. If We change the Service in a way that materially reduces Your functionality, We will notify You at the email address associated with Your account. 8.7. Any and all personal data processed by Us (as a data processor) on Your behalf (as a data controller) in the course of providing the Services shall be processed in accordance with the terms of a separate Data Processing Agreement (as detailed in Schedule 1) between Us and You, as per the requirements of the Data Protection Legislation. 8.8. Unless otherwise agreed in writing, You acknowledge that the Services have not been developed to meet Your individual requirements and that it is therefore Your responsibility to ensure that the facilities and functions of the Services meet Your requirements. 8.9. Your obligations. You shall be responsible for: (a) Safeguarding and security - procuring and maintaining Your network connections and telecommunications links from Your systems to the Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet; (b) Operating best practice and ensuring appropriate security precautions are taken in connection with Your use of the Services. You are responsible for taking all reasonable steps to mitigate the risks inherent in the provision and receipt of the Services, including data loss due to Your IT infrastructure and taking all reasonable and usual precautions to safeguard Your IT infrastructure, including operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision and receipt of Services (c) Compliance with Legal requirements - ensuring that Your use of the Services complies with any legal or regulatory requirements and is not fraudulent. You must only use the Services solely for proper and lawful business purposes and in accordance with this Agreement. 8.10. We are a service provider, We do not engage in any correspondence or the relationship between Your users of the Services and We do not participate in any part of any transaction or part of any contract. You agree to indemnify Us, in full in respect to any claim made against Us by any party accessing and/or using the Services made available to or by You under this Agreement except to the extent directly due to breaches of this Agreement by Us. You accept all responsibility for and agree to release Us entirely from any claims, liabilities, disputes, actions or proceedings arising from or connected to Your interactions with the Services or any third party as a result of Our provision of the Services or in respect to any contract with any end user except to the extent directly due to breaches of this Agreement by Us. 8.11. Intellectual Property Rights - You acknowledge and agree that We and/or Our licensors are the sole and exclusive owners of all intellectual property and other proprietary rights in the Services. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services. As between the parties, We acknowledge that all intellectual property and other proprietary rights in all data generated from the use by You of the Services (the “Service Data”) are owned and shall continue to be owned by You. You grant to Us a non-exclusive, perpetual, irrevocable, royalty free licence to use any data generated from Your use of the Services (“Service Data”) and any Data (provided that such data is anonymised) for the purpose of: (a) statistical analysis and monitoring, querying and analysing such data for the purpose of providing the Services and improving the quality of services We provide to Our customers; (b) exercising Our rights and fulfilling its other obligations under this Agreement; (c) complying with any applicable governmental or regulatory requirements

9.

Term and Termination

9.1. This Agreement shall, unless otherwise terminated as provided in this clause 9, commence on the Commencement Date and shall continue through the Initial Term and thereafter. This Agreement shall be automatically renewed for successive rolling periods of the Initial Term (each a Renewal Term), unless: (a) either party notifies the other party of termination, in writing, at least 90 days before the end of the Initial Term or 90 days before the end of any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term; or (b) otherwise terminated in accordance with the provisions of this Agreement. The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”. 9.2. Any notice given to Us under clause 9.1 must be via [email protected]. You shall remain liable to Us for all charges and for any Verification fees incurred prior to termination. 9.3. If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, We shall not refund fees paid for successful identity and/or content verifications. 9.4. If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, other than for a material breach by Us under clause 10.4(a), all fees payable up to the end of the Initial Term or any Renewal Term and all other fees due and payable to Us under this Agreement shall be immediately due and payable.

10.

Our Rights to Cancel

10.1. We may cancel this Agreement after We have begun providing the Services due to an event outside of Our control (as under Clause 12), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, You will only be required to pay for Services that We have already provided up until the point at which We inform You that We are cancelling. 10.2. Once We have begun providing the Services, We may cancel this Agreement at any time and will give You at least 30 calendar days' written notice of such cancellation. You will only be required to pay for Services that You have received. 10.3. We may cancel immediately by giving You written notice if You fail to make a payment by the due date as set out in Clause 7. This does not affect Our right to charge You interest on any overdue sums as set out in Clause 7. 10.4. Without affecting any other rights that it may be entitled to, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement (or any other agreement with Us) and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business; or (c) there is a change in law or legislation, or a territory You operate in introduces any law that in Our sole opinion would require Us to modify or adapt Our Services, or incur costs in doing so in a way which We consider is not commercially acceptable, practicable or proportionate for Us, provided that We provide You with thirty (30) days’ written notice prior to termination. 10.5. On termination of this Agreement for any reason: (a) all licences and access to the Services granted under this Agreement shall immediately terminate and the method of access supplied to You will automatically expire and the Services will cease to operate immediately; and (b) We may destroy or otherwise dispose of any of Your Data in Our possession (c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced; (d) We shall cease all use of any of Your data.

11.

Our Liability

11.1. This clause 11 sets out Our entire financial liability (including any liability for the acts or omissions of Our employees, agents and sub-contractors) to You in respect of: (a) any breach of this Agreement and any support services; (b) any use made by You of the Services or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 11.2. Except as expressly and specifically provided in this agreement: (a) We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by You in connection with the Services, or any actions taken by Us at Your direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, disclaimed and excluded from this Agreement including, without limitation, any warranties of title, merchantability, or fitness for a particular use or purpose; and (c) the Services are provided on an 'as is' basis. 11.3. Nothing in this Agreement excludes the liability of either party: (a) for death or personal injury caused by Our negligence; or, (b) for fraud or fraudulent misrepresentation. 11.4. Subject to clause 11.1. and clause 11.2: (a) to the maximum extent permitted by law, We shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this Agreement, even if we had been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based; and (b) Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount of Fees paid by You to Us during the 12 months immediately preceding the date on which the claim arose. As the Fees for the service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary. 11.5. Under no circumstances shall We be responsible or liable for any harm caused by the transmission, through the Services, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of any of You or Your end users’ software, hardware, data or property. 11.6. Under no circumstances shall We be responsible or liable for: (a) any inaccuracy, error or delay in, or omission of any data or information entered into the Services by You or any third party; (b) any error or delay in the transmission of such data or information; or (c) any interruption in any such data or information. 11.7. Your indemnity to Us. You shall defend, indemnify and hold Us harmless against claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) Your or anyone You give access to the Services’ use of the Services; or (ii) Your collection, use, processing and/or transfer of any data; or (iii) any claim of any of any kind including legal fees arising from any claim, demand or action alleging that any use You make of the Services is contrary to any law, code or regulation in any country (iv) any breach of this Agreement.

12.

Events Outside of Our Control (Force Majeure)

12.1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control, including where caused by You or Your users or caused by any other third party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control. 12.2. If any event described under this Clause 12 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms of Sale: 12.2.1. We will inform you as soon as is reasonably possible; 12.2.2. Our obligations under the Agreement, these Terms of Sale and the Contract will be suspended and any time limits that We are bound by will be extended accordingly; 12.2.3. We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;

13.

Communication and Contact Details

13.1. For: 13.1.1. General questions; 13.1.2. Matters relating to Our Services or this Agreement or any Contract; or 13.1.3. Matters relating to cancellations; Please contact Us by email at [email protected], or by post at VERIFYMY LIMITED, Unit 213 The Frames, 1 Phipp Street, London, England, EC2A 4PS. 13.1.4 Please note that We will respond to requests for deletion of personal data from end users directly.

14.

Complaints and Feedback

14.1. We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that Your experience as a customer of Ours is a positive one, We nevertheless want to hear from You if You have any cause for complaint. 14.2. If You wish to give Us feedback about any aspect of Your dealings with Us, please contact Us in one of the following ways: 14.2.1. In writing, addressed to VerifyMyContent, VERIFYMY LIMITED, Unit 213 The Frames, 1 Phipp Street, London, England, EC2A 4PS; 14.2.2 By email, addressed to Support at [email protected].

15.

How We Use Your Personal Information (Data Protection)

15.1. All personal information of Yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Act 2018 and EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR. 15.2. For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of Your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy.

16.

Confidentiality

16.1. Each party may be given access to confidential information from the other party in order to perform its obligations under this Agreement. A party's confidential information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence. 16.2. Each party shall hold the other's confidential information in confidence and not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than this Agreement. 16.3. Each party shall ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 16.4. The receiving party may disclose confidential information if it is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request. 16.5. This clause 16. shall survive termination of this Agreement

17.

Other Important Terms

17.1. These Terms of Sale, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law. 17.2. Any disputes concerning these Terms of Sale, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales. 17.3. These Terms of Sale and foregoing liability disclaimer do not affect any mandatory legal rights that cannot be excluded under applicable law, for example under certain consumer protection laws in certain countries. If the law of the country where You reside does not allow any particular limitation or exclusion of liability provided for in this clause, that limitation will not apply. The liability disclaimer will otherwise apply to the maximum extent allowed by Your local law. 17.4. The original English language version of these Terms of Sale may have been translated into other languages. Any translated version is a courtesy only and You cannot derive any rights from the translated version. In the event of a dispute about the contents or interpretation of these Terms of Sale or inconsistency between the English version and any other language version, the English language version to the extent permitted by law shall apply, prevail and be conclusive. 17.5. No failure or delay by Us in exercising any of Our rights under these Terms of Sale means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms of Sale means that We will waive any subsequent breach of the same or any other provision. 17.6. We may revise these Terms of Sale from time to time in response to changes in relevant laws and other regulatory requirements. If We materially change these Terms of Sale at any time, We will give You at least 7 days’ written notice of the changes before they come into effect. 17.7. No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives). 17.8. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 17.9. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 17.10. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. 17.11. You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement. 17.12. Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 17.13. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).

Schedule 1: Data Processing Agreement

1.

Definitions

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation. Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR), the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

2.

Data Protection Compliance

2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. 2.2. We may, at any time with not less than 30 days’ notice, revise this schedule by replacing or augmenting it with any applicable standard contractual clauses or similar terms approved by the relevant regulator.

3.

The Parties’ Roles

4.

Your Responsibilities

Without prejudice to the generality of paragraph 2, You will ensure that You have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Us for the duration and purposes of this Agreement.

5.

Our Responsibilities

Without prejudice to the generality of paragraph 2, We shall, in relation to any personal data processed by Us under this Agreement: 5.1. Process that personal data only on the instructions of You unless We are required by law to otherwise process that personal data. Where We are relying on legal obligation as the basis for processing personal data, We shall promptly notify You of this before performing the processing required by law unless the law in question prohibits Us from notifying You; 5.2. Ensure that We have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymisation and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of Our systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by Us); 5.3. Ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; 5.4. Only process, or permit the processing, of that personal data outside the UK and the EEA under the following conditions: 5.4.1. We are processing the personal data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or 5.4.2. We participate in a valid cross-border transfer mechanism under the Data Protection Legislation, so that We (and, where appropriate, You) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR. 5.5. Assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with Our obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 5.6. Notify You without undue delay on becoming aware of a personal data breach; 5.7. At the written direction of You, delete or return personal data and copies thereof to You on termination of this Agreement unless required by law to store the personal data; 5.8. Maintain complete and accurate records and information to demonstrate Our compliance with this paragraph and allow for audits by You or Your designated auditor, only so far as is necessary in order to demonstrate compliance, provided that You: provide Us with no less than 30 days’ notice of such audit or inspection; and both parties agree the scope, duration, and purpose of such audit or inspection. If You become privy to any confidential information of Ours as a result of this paragraph 5.8, You shall hold such confidential information in confidence and, unless required by law, not make the confidential information available to any third-party, or use it for any other purpose. You acknowledge that We shall only be required to use reasonable endeavours to assist You in procuring access to any third-party assets, records or information as part of any audit; and 5.9. Inform You if, in Our opinion, an instruction infringes the Data Protection Legislation.

6.

Third-Party Processors

6.1. You give Your consent generally to the appointment by Us of third-party data processors. 6.2. We confirm that: 6.2.1. We shall impose on all sub-processors the same data protection obligations as set out in paragraphs 2, 5, and 6; and 6.2.2. We shall remain fully liable for the actions of Our sub-processors at all times. 6.3. We shall give You prior notice of the appointment of any new sub-processors and provide You with full details of the processing to be undertaken by the sub-processor, thereby giving You the opportunity to object to such appointment. If We so notify You of any changes to sub-processors and You object to such changes, You will be entitled to terminate this Agreement (without liability for either party, and such termination will be deemed to be a no-fault termination) if You have reasonable grounds for objecting to such changes by reason of the changes causing or being likely to cause You to be in breach of the Data Protection Legislation. You must give Us at least 30 days’ written notice of such termination.