These terms and conditions set out, in combination with a Services Order Form, form the legal basis upon which TCL provides the Natter service to Customers

As part of the terms set out in the main body below, the following Schedules complete the Terms and Conditions:

1. Definitions

1.1 In the Agreement, except to the extent expressly provided otherwise:

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Platform Services;

"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 the Services Order Form, these terms and conditions, the Schedules, and any amendments to that contract from time to time;

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

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

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

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

"Charges" means the following amounts:

(a) the amounts specified in the Services Order Form; and

(b) such other amounts payable by the Customer to TCL as may be agreed in writing by the parties from time to time;

"Communications and Account Data" means:

(a) all video, audio and audio-visual materials recorded by any End User and transmitted using the Platform;

(b) all other communications sent by any End User using the Platform; and

(c) End User account data on the Platform;

"Confidential Information" means TCL Confidential Information and the Customer Confidential Information;

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

"Customer" means the person or entity identified as such in the Services Order Form;

"Customer Branding" means:

(a) any logos or graphics provided by the Customer to TCL for use on in relation to the Platform or uploaded to the Platform by the Customer;

(b) all other data, works and materials uploaded to the Platform by the Customer or stored on the Platform by the Customer;

"Customer Confidential Information" means:

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

(i) was marked as "confidential"; or

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

(b) the Communications and Account Data;

"Customer Indemnity Event" has the meaning given to it in Clause 19.3;

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

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

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

(a) any use of the Platform or Platform Services contrary to the Agreement or the EULA, whether by the Customer, an End User or by any person authorised by the Customer;

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

(c) an incompatibility between the Platform or Platform Services and any other system, network, application, program, hardware or software not:

(i) being Supported Web Browser software; or

(ii) specified as compatible in the Services Order Form;

"Effective Date" means the date specified as such in the Services Order Form;

"End User" means an individual registered to use the Platform Services, whether as a standard user, a leader or a community organiser, providing that End Users must fall within the category or categories specified in the Services Order Form;

"End User Personal Data" means any Personal Data of an End User processed by TCL on behalf of the Customer under the Agreement;

"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;

"EULA" means the end user licence agreement for the Platform Services (EULA);

"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);

"Initial Term" has the meaning given to it in Clause 2.2;

"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 and rights in designs);

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

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

"Platform Services" means the Natter cloud-based services, as specified in the Services Order Form;

"Renewal Term" has the meaning given to it in Clause 2.2;

"Services" means any services that TCL provides to the Customer, or has an obligation to provide to the Customer, under the Agreement;

"Services Order Form" means a hard-copy or digital order form for the Platform Services signed or otherwise agreed by or on behalf of each party;

"Set Up Services" means the configuration of the Platform Services for the Customer in accordance with the Services Order Form, along with any agreed training with respect to the Platform Services;

"SLA" means the service level agreement for the Platform Services and the Support Services set out in Schedule 1 (SLA);

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

"Supported Web Browser" means the current release from time to time of Google Chrome or Apple Safari, or any other web browser that TCL agrees in writing shall be supported;

"TCL" means the entity identified as such in the Services Order Form;

"TCL Confidential Information" means:

(a) any information disclosed by or on behalf of TCL to the Customer during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by the Customer (acting reasonably) to be confidential;

(b) the financial terms of the Agreement; and

(c) information disclosed or made available by TCL to the Customer relating to the other customers of TCL, TCL's proposals and plans for the development of the Platform, and/or the technical architecture of the Platform and related services;

"TCL Data" means:

(a) analytics data concerning the use of the Platform Services by the Customer and End Users;

(b) feedback data provided by the Customer or an End User to TCL concerning the Platform Services, including data relating to the value and quality of the Platform Services; and

(c) survey response data provided by the Customer or an End User to TCL when completing surveys on the Platform relating to use of the Platform Services.

"TCL Indemnity Event" has the meaning given to it in Clause 19.1;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending upon the date of its effective termination;

"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; and

"User Interface" means the interface for the Platform Services designed to allow End Users to access and use the Platform Services.

2. Term

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

2.2 The Agreement shall continue in force for an initial period of 12 months (the "Initial Term"). At the end of the Initial Term, the Agreement will automatically renew for a further 12-month period (a "Renewal Term"); and at the end of each Renewal Term, the Agreement will automatically renew for a further 12-month Renewal Term.

3. Set Up Services

3.1 TCL shall provide the Set Up Services to the Customer, using reasonable endeavours to ensure that they are provided in accordance with any timetable set out in the Services Order Form.

3.2 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 20.1 TCL will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under the Agreement.

3.3 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 TCL shall be the exclusive property of TCL.

4. Platform Services

4.1 TCL shall provide, or shall ensure that the Platform will provide, to the Customer upon or before the completion of the Set Up Services the Access Credentials necessary to enable the Customer to create an administrative account and to access and use the Platform Services. The administrative account will enable the Customer to add and remove additional non-privileged accounts for End Users.

4.2 TCL hereby grants to the Customer a worldwide, non-exclusive licence to use the Platform Services by means of the User Interface for the purposes of enabling and facilitating video interactions and broadcasts and other communications between End Users during the Term in accordance with the EULA.

4.3 The licence granted by TCL to the Customer under Clause 4.2 is subject to the following limitations:

(a) the User Interface may only be used through a Supported Web Browser; and

(b) the User Interface may only be used by the End Users.

4.4 Except to the extent expressly permitted in the Agreement or required by law on a non-excludable basis, the licence granted by TCL to the Customer under Clause 4.2 is subject to the following prohibitions:

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

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

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

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

(e) while the Customer may make changes to the Platform Services interface using the white-labelling systems incorporated into the Platform by TCL, the Customer must not make any other alteration to the Platform; and

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

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

4.6 The parties acknowledge and agree that the SLA shall govern the availability of the Platform Services.

5. Scheduled maintenance

5.1 Subject to compliance with the warranties set out in Clause 17.1, TCL reserves the right to update, supplement and otherwise change the Platform and Platform Services from time to time during the Term.

5.2 TCL may from time to time suspend the Platform Services for the purposes of scheduled or emergency maintenance to the Platform.

5.3 TCL shall, where practicable, give to the Customer at least 14 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Platform Services or have a material negative impact upon the Platform Services.

6. Support Services

6.1 TCL shall provide the Support Services during the Term with reasonable skill and care and in accordance with the SLA.

7. Customer obligations

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

(a) co-operation, support and advice; and

(b) information and documentation,

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

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

7.3 The Customer hereby grants to TCL a non-exclusive worldwide royalty-free licence during the Term to copy, store, distribute, publish, export, adapt, edit and translate the Customer Branding to the extent reasonably required for the provision of the Platform Services, the performance of TCL's obligations and the exercise of TCL's rights under the Agreement.

8. EULA

8.1 The parties acknowledge that the EULA was prepared to reflect a range of different legal relationships. Accordingly, the EULA shall apply with the following alterations:

(a) without prejudice to Clause 8.2, the EULA shall not be directly enforceable by TCL against End Users;

(b) the licences set out in Sections 5 of the EULA are granted by the Customer to TCL (and not by End Users to the Customer);

(c) the warranties and undertakings given in Section 5 in relation to the "End User Data" and TCL Data are given by the Customer to TCL (and not by End Users to TCL); and

(d) the following provisions of the EULA shall not apply: Sections 2, 7, 8, 9 and 10:

8.2 The Customer must comply with the EULA and must ensure that all persons using the Platform Services with the authority of the Customer or by means of the Access Credentials comply with the EULA.

8.3 If an End User breaches the EULA or acts contrary to the terms of the EULA such that the Customer breaches the EULA, TCL may prohibit that End User from using the Platform Services and/or may suspend or limit that End User's access to the Platform Services.

8.4 The licences granted in the EULA are without prejudice to:

(a) TCL's confidentiality obligations in Clause 14;

(b) TCL's obligations relating to Personal Data in Schedule 2 (End User Personal Data); and

(c) any other express restrictions relating to Communications and Account Data or TCL Data set out in the Agreement.

8.5 In the event of any conflict between the main body of the Agreement and the EULA, the former shall prevail.

9. Integrations with Customer-Arranged Services

9.1 The Platform Services are integrated with the Customer-Arranged Services specified in the Services Order Form; and TCL may integrate the Platform Services with additional Customer-Arranged Services at any time.

9.2 Notwithstanding the presence of any Customer-Arranged Services integration, particular Customer-Arranged Services shall only be activated with respect to the Platform Services account of the Customer by:

(a) the Customer; or

(b) TCL with the prior agreement of the Customer.

9.3 TCL shall use reasonable endeavours to maintain any integration with Customer-Arranged Services that has been activated with respect to the Platform Services account of the Customer. Subject to this, TCL may remove, suspend, deactivate or limit any Customer-Arranged Services integration at any time in its sole discretion.

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

9.5 The Customer acknowledges and agrees that:

(a) the activation of Customer-Arranged Services may result in the transfer of Communications and Account Data (which may include End User Personal Data) from the Platform Services to the relevant Customer-Arranged Services and vice versa; and

(b) TCL has no control over, or responsibility for, any disclosure, modification, deletion or other use of such data by any provider of Customer-Arranged Services.

9.6 Additional Charges may be payable to TCL in respect of the activation and/or use of a Customer-Arranged Services integration, as set out in the Services Order Form or agreed by the parties in writing.

9.7 Subject to Clause 20.1:

(a) TCL gives no guarantees, warranties or representations in respect of any Customer-Arranged Services; and

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

10. No assignment of Intellectual Property Rights

10.1 Nothing in the Agreement shall operate to assign or transfer any Intellectual Property Rights from TCL to the Customer, or from the Customer to TCL.

11. Charges

11.1 The Customer shall pay the Charges to TCL in accordance with the Agreement.

11.2 All amounts stated in or in relation to the Agreement 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 Customer to TCL.

11.3 TCL may elect to vary any element of the Charges (including changing the basis upon which Charges are calculated) by giving to the Customer not less than 60 days' written notice of the variation expiring at the end of the Initial Term or any Renewal Term.

11.4 If the third party costs incurred by TCL in providing the Platform Services increase materially during the Term, then TCL may elect to increase the Charges by giving to the Customer not less than 30 days written notice of the increase. Such increases in the Charges must only offset the actual or reasonably anticipated increase in the third party costs. When notifying the Customer of an increase in the Charges under this Clause 11.4, TCL shall provide to the Customer written evidence of the amount of the increase in the relevant third party costs.

12. Payments

12.1 TCL shall issue invoices for the Charges to the Customer on or after the invoicing dates set out in the Services Order Form.

12.2 The Customer must pay the Charges to TCL within the period of 30 days following the issue of an invoice.

12.3 The Customer must pay the Charges by bank transfer (using such payment details as are notified by TCL to the Customer from time to time).

13. Late payments

13.1 If the Customer does not pay any amount properly due to TCL under the Agreement, TCL may:

(a) charge the Customer interest on the overdue amount at the rate of 5% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or

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

13.2 TCL may suspend the provision of any or all of the Services if any amount due to be paid by the Customer to TCL under the Agreement is overdue, and TCL has given to the Customer at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend Services on this basis.‌

14. Confidentiality obligations

14.1 TCL must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;

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

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

14.2 The Customer must:

(a) keep TCL Confidential Information strictly confidential;

(b) not disclose TCL Confidential Information to any person without TCL's prior written consent, and then only under conditions of confidentiality approved in writing by TCL;

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

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

(e) not use the TCL Confidential Information for the purpose of planning, designing, developing, deploying, marketing or selling any software or software-based system that would compete with the Platform Services.

14.3 Notwithstanding Clauses 14.1 and 14.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, legal advisers, insurers and agents 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. In addition, Communications and Account Data may be provided to and processed on the systems of TCL's services providers within the following categories:

(a) hosting infrastructure and hosting services providers; and

(b) video, audio, text chat and other text-based communications services providers,

subject to each such services provider giving to TCL confidentiality undertakings with respect to that Customer Confidential Information.

14.4 No obligations are imposed by this Clause 14 with respect to a party's Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under the Agreement 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.

14.5 The restrictions in this Clause 14 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.

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

14.7 The provisions of this Clause 14 shall continue in force indefinitely following the termination of the Agreement.

15. Publicity

15.1 The Customer hereby consents to TCL making the following public disclosures:

(a) references to the Customer being a customer of TCL, as well as copies of the Customer's principal logo, being included on the website of TCL, and in TCL sales, promotional, presentational and public relations materials and in presentational materials, whether for publication or private distribution;

(b) reference to the Customer and non-financial information about the Agreement being included in a case study produced by TCL for prospective customers.

15.2 Subject to Clause 15.1, TCL must not make any public disclosures relating to the Agreement or the subject matter of the Agreement without the prior written consent of the Customer, such consent not to be unreasonably withheld or delayed.

15.3 Nothing in this Clause 15 shall be construed as limiting the obligations of the parties under Clause 14.

16. Data protection

16.1 ‌The parties' obligations with respect to Personal Data are set out in Schedule 2 (End User Personal Data).

17. Warranties

17.1 TCL warrants to the Customer that:

(a) TCL has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement;

(b) the Services will be provided with reasonable care and skill;

(c) the Platform and Platform Services will conform in all material respects with the Services Order Form; and

(d) the Platform Services will be free from Defects.

17.2 TCL warrants to the Customer that the Platform Services, when used by the Customer in accordance with the Agreement, will not infringe the Intellectual Property Rights of any person.

17.3 If TCL reasonably determines, or any third party alleges, that the use of the Platform Services by the Customer in accordance with the Agreement infringes any person's Intellectual Property Rights, TCL may at its own cost and expense:

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

(b) procure for the Customer the right to use the Platform Services in accordance with the Agreement.

17.4 The Customer warrants to TCL that:

(a) the Customer has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and

(b) none of:

(i) the Customer Branding;

(ii) the Communications and Account Data; or

(iii) any other works and materials provided to TCL or uploaded to the Platform by or on behalf of the Customer (including by End Users that are officers, employees, agents or subcontractors of the Customer), will infringe the Intellectual Property Rights or other legal rights of any person, or will breach the provisions of any law, statute or regulation.

17.5 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. 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.

18. Acknowledgements and warranty limitations

18.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, TCL gives no warranty or representation that the Platform Services will be wholly free from defects, errors and bugs.

18.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, TCL gives no warranty or representation that the Platform Services will be entirely secure.

18.3 The Customer acknowledges that the Platform Services are designed to be compatible only with the Supported Web Browsers and that software and those systems specified as compatible in the Services Order Form; and TCL does not warrant or represent that the Platform Services will be compatible with any other software or systems.

19. Indemnities

19.1 TCL shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach or alleged breach by TCL of Clause 17.2 (a "TCL Indemnity Event").

19.2 The Customer must:

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

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

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

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

without prejudice to TCL's obligations under Clause 19.1.

19.3 The Customer shall indemnify and shall keep indemnified TCL 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 TCL and arising directly or indirectly as a result of:

(a) any claim made by any End User or any End User's employer against TCL relating to the Services; or

(b) any breach or alleged breach by the Customer of Clause 17.4(b),

(a "Customer Indemnity Event").

19.4 TCL must:

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

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

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

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

without prejudice to the Customer's obligations under Clause 19.3.

19.5 The indemnity protection set out in this Clause 19 shall not be subject to the limitations and exclusions of liability set out in the Agreement, except that Clause 20.7 shall apply with respect to the indemnities.

20. Limitations and exclusions of liability

20.1 Nothing in the Agreement 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.

20.2 The limitations and exclusions of liability set out in this Clause 20 and elsewhere in the Agreement:

(a) are subject to Clause 20.1;

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

(c) shall not limit or exclude the obligations of the Customer under the Agreement to pay the Charges.

20.3 TCL shall not be liable to the Customer in respect of any loss of profits.

20.4 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 20.4 shall not apply to liabilities of the parties under Clause 14 and Schedule 2 (End User Personal Data).

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

20.6 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) GBP 5,000; and

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

20.7 The liability of:

(a) TCL to the Customer with respect to the indemnity in Clause 19.1 shall not exceed GBP 100,000; and

(b) the Customer to TCL with respect to the indemnity in Clause 19.3 shall not exceed GBP 100,000.

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

21. Force Majeure Event

21.1 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.

21.2 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.

21.3 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.

22. Termination

22.1 Either party may terminate the Agreement by giving to the other party not less than 30 days' written notice of termination, expiring at the end of the Initial Term or any Renewal Term.

22.2 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; or

(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.

22.3 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; or

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up.

22.4 TCL may terminate the Agreement immediately by giving written notice to the Customer if:

(a) any amount due to be paid by the Customer to TCL 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) TCL has given to the Customer at least 14 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 22.4.

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

23. Effects of termination

23.1 Upon the termination of the Agreement, all the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 8.4, 8.5, 9.7, 12, 13, 14, 15, 19, 20, 23, 27, 28 and 29.

23.2 Except to the extent expressly provided otherwise in the Agreement, the termination of the Agreement shall not affect the accrued rights of either party.

24. Legal compliance

24.1 Each party warrants and undertakes to the other that it has complied and will continue to comply with all applicable laws in relation to the Agreement, including the Anti-Corruption Laws and the Anti-Slavery Laws.

24.2 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 or Anti-Slavery Laws (irrespective of the identity of the person in breach).

24.3 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.

24.4 Each party shall provide reasonable co-operation to the other party, at the other's 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 or Anti-Slavery Laws.

24.5 Nothing in the Agreement shall prevent either party from reporting a breach of the Anti-Corruption Laws or Anti-Slavery Laws to the relevant governmental authorities.

24.6 Any breach of this Clause 24 shall be deemed to constitute a material breach of the Agreement.

25. Notices

25.1 Any notice given under the Agreement must be in writing, whether or not described as "written notice" in the Agreement.

25.2 Any notice given by one party to the other party under the Agreement must be:

(a) sent by courier;

(b) sent by recorded signed-for post; or

(c) sent by email,

using the relevant contact details set out in the Services Order Form.

25.3 The addressee and contact details set out in 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 25.

25.4 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.

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

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

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

(c) in the case of notices sent by email, at the time of the sending of an acknowledgement of receipt by the receiving party.

26. Subcontracting

26.1 Subject to any express restrictions elsewhere in the Agreement, TCL may subcontract any of its obligations under the Agreement, providing that TCL must give to the Customer, promptly following the appointment of a subcontractor, a written notice specifying the subcontracted obligations and identifying the subcontractor in question.

26.2 TCL shall remain responsible to the Customer for the performance of any subcontracted obligations.

27. Non-compete

27.1 The Customer must not, during the Term and without TCL's prior written consent, directly or indirectly operate, own, invest in, manage, consult with, develop or represent any business that competes directly with TCL in the United Kingdom.

28. General

28.1 Save to the extent expressly permitted by applicable law, neither party may assign, transfer or otherwise deal with that party's contractual rights and/or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, providing that a party may assign the entirety of its rights and obligations under the Agreement to any Affiliate of that party or to any successor to all or a substantial part of the business of that party from time to time.

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

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

28.4 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

28.5 The Agreement may not be varied except:

(a) to the extent reasonably required to take account of changes to applicable law, by TCL giving to the Customer at least 30 days' written notice of variation;

(a) to the extent reasonably required to take account of changes to the Platform and/or Platform Services, by TCL giving to the Customer at least 30 days' written notice of variation (providing that no such variations shall result in any changes to the Charges or a material diminution in the Customer's rights under the Agreement); and

(c) otherwise, by means of a written document signed by or on behalf of each party.

28.6 The Agreement 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. 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.

28.7 The Agreement shall be governed by and construed in accordance with English law.

28.8 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.

29. Interpretation

29.1 In the Agreement, 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.

29.2 The Clause headings do not affect the interpretation of the Agreement.

29.3 References in the Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

29.4 In the Agreement, 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.

1. Introduction

1.1 This SLA sets out TCL's commitments relating to the availability of the Platform Services and the provision of the Support Services.

2. Availability

2.1 TCL shall use reasonable endeavours to ensure that the Platform Services are available at all times during Business Hours.

2.2 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be constitute a breach of the Agreement:

(a) a Force Majeure Event;

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

(c) a fault or failure of TCL's hosting infrastructure services provider;

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

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

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

3. Support

3.1 TCL shall make available to the Customer a support platform, which the Customer may use for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the support platform for any other purpose.

3.2 TCL shall ensure that the support platform is reasonably accessible during the Term.

3.3 Issues raised through the Support Services shall be categorised in accordance with the following table. TCL shall determine, acting reasonably, into which severity category an issue falls. TCL shall use reasonable endeavours to respond to requests for Support Services and to resolve such requests within the time periods set out in the table.

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

3.5 TCL shall have no obligation to provide Support Services directly to End Users or in respect of any issue caused by:

(a) the improper use of the Platform Services by the Customer or any End User; or

(b) any alteration to the Platform Services made without the prior consent of TCL.

1. Introduction

1.1 Each party shall comply with the Data Protection Laws with respect to the processing of the End User Personal Data..

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

2. Processing

2.1 The Customer shall only supply to TCL, and TCL shall only process, in each case under or in relation to the Agreement the Personal Data of End Users comprised in the Communications and Account Data.

2.2 TCL shall only process the End User Personal Data for the purposes of providing, monitoring and improving the Services, fulfilling its obligations under the Agreement and exercising its rights under the Agreement.

2.3 TCL shall only process the End User Personal Data on the documented instructions of the Customer (including with regard to transfers of the End User Personal Data to a third country under the Data Protection Laws), as set out in this Schedule 2 or any other document agreed by the parties in writing.

2.4 TCL shall promptly inform the Customer if, in the opinion of TCL, an instruction of the Customer relating to the processing of the End User Personal Data infringes the Data Protection Laws.

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

3. Period of Processing

3.1 TCL shall only process the End User 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 Schedule 2.

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

4. Third party processors and international transfers

4.1 TCL must not engage any third party to process the End User Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, TCL shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to TCL, providing that such notice must be given within the period of 7 days following the date that TCL informed the Customer of the intended changes. TCL shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on TCL by this Schedule 2.

4.2 TCL is hereby authorised by the Customer to engage, as sub-processors with respect to End User Personal Data, the third parties and third parties within the categories identified on the website of TCL as at the Effective Date.

4.3 The Customer hereby authorises TCL to make the following transfers of End User Personal Data:

(a) TCL may transfer the End User Personal Data to its third party processors in the jurisdictions identified in on the website of TCL on the Effective Date and may permit its third party processors to make such transfers, providing that such transfers must be protected by appropriate safeguards; and

(b) TCL may transfer the End User 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.

5. Confidentiality and security

5.1 TCL shall ensure that persons authorised to process the End User Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

5.2 TCL shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the End User Personal Data.

6. Assistance and notifications

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

6.2 TCL shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. TCL may charge the Customer at its standard time-based charging rates for any work performed by TCL at the request of the Customer pursuant to this Section 6.2.

6.3 TCL must notify the Customer of any Personal Data breach affecting the End User Personal Data without undue delay and, in any case, not later than 36 hours after TCL becomes aware of the breach.

6.4 TCL shall make available to the Customer all information necessary to demonstrate the compliance of TCL with its obligations under this Schedule 2. TCL may charge the Customer at its standard time-based charging rates for any work performed by TCL at the request of the Customer pursuant to this Section 6.4, providing that no such charges shall be levied with respect to the completion by TCL (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

6.5 TCL shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of TCL's processing of End User Personal Data with the Data Protection Laws and this Schedule 2. TCL may charge the Customer at its standard time-based charging rates for any work performed by TCL at the request of the Customer pursuant to this Section 6.5, providing that no such charges shall be levied where the request to perform the work arises out of any breach by TCL of the Agreement or any security breach affecting the systems of TCL.