It is hereby agreed as follows:

1 Interpretation

1.1 Definitions:

Business Day: a day, other than a Saturday, Sunday or public holiday in the United Kingdom

Charges: the charges payable by the Customer for the supply of the Services by PureCyber, as set out in the Order Form.

Commencement Date: as defined in clause 2.2.

Conditions: these terms and conditions set out in clause 1 (Interpretation) to clause 10 (General) (inclusive).

Contract: the contract between the Customer and PureCyber for the supply of the Services in accordance with the Order Form and these Conditions.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

Customer Materials: all materials, equipment and tools, drawings, specifications and data supplied by the Customer to PureCyber.

Deliverables: all documents, products and materials developed by PureCyber or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation computer programs, data, reports and specifications (including drafts).

Equipment: the equipment (if any) provided by PureCyber to the Customer in connection with the Services, as set out in the Order Form.

Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order Form: the Order Form provided by PureCyber to the Customer.

Services: the services as set out in the Order Form.

Services Start Date: the day on which PureCyber is to start provision of the Services, as set out in the Order Form.

Supplier IPR: All Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.

Target Completion Time: The estimated time for completion of the Services, as set out in the Order Form.

1.2  Interpretation:

• 1.2.1 A reference to legislation or a legislative provision:

  • 1.2.1.1 is a reference to it as amended, extended or re-enacted from time to time; and

  • 1.2.1.2 shall include all subordinate legislation made from time to time under that legislation or legislative provision.

• 1.2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

• 1.2.3 A reference to writing or written includes email.

2 Basis of Contract

2.1 The Customer providing PureCyber with a signed copy of the Order Form constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.

2.2 The Order Form shall only be deemed to be accepted when it has been signed by both parties, at which point and on which date the Contract shall come into existence (“Commencement Date”).

2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.4 Any samples, drawings, descriptive matter or advertising issued by PureCyber, and any descriptions or illustrations contained in PureCyber’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

3 Supply of Services

3.1 PureCyber shall supply the Services and Deliverables to the Customer from the Services Start Date in accordance with the Contract.

3.2 PureCyber shall perform the Services with reasonable care and skill.

3.3 Subject to the Customer’s compliance of its obligations set out in clause 4.1 and the provisions of clause 4.3, PureCyber shall use its reasonable endeavours to complete the relevant Services within the Target Completion Time (where applicable). However, the Customer acknowledges that the Target Completion Time is provided as an estimate only and is not guaranteed.

4 Customer’s Obligations

4.1 The Customer shall:

• 4.1.1 co-operate with PureCyber in all matters relating to the Services;

• 4.1.2 provide, for PureCyber, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access (including remote access) to the Customer's premises, systems, data and other facilities as reasonably required by PureCyber or any of them. Where the Services are to be performed at the Customer’s premises, the Customer shall provide adequate working space and office facilities to PureCyber, its agents, subcontractors, consultants and employees and take reasonable care to ensure their health and safety;

• 4.1.3 provide, in a timely manner, such information as PureCyber may reasonably require, and ensure that it is accurate and complete in all material respects; and

• 4.1.4 not engage in any activities or behaviours that may (in PureCyber’s sole opinion) adversely affect PureCyber’s reputation

4.2 The Customer acknowledges and agrees that it is solely responsible for making and maintaining regular backups of its data.

4.3 If PureCyber's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, PureCyber shall:

• 4.3.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;

• 4.3.2 be entitled to payment of the Charges despite any such prevention or delay; and

• 4.3.3 be entitled to recover any additional costs, charges or losses PureCyber sustains or incurs that arise directly or indirectly from such prevention or delay.

5 Data Protection

5.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

5.2 The parties acknowledge that PureCyber shall act as controller of any personal data processed by PureCyber when providing the Services under the Contract. By entering into this Contract, the Customer consents to (and shall procure all required consents, from its personnel, representatives and agents, in respect of) all actions taken by PureCyber in connection with the processing of such personal data, provided these are in compliance with the then-current version of PureCyber's privacy policy available at https://purecyber.com/privacy (Privacy Policy). In the event of any inconsistency or conflict between the terms of the Privacy Policy and this Contract, the Privacy Policy will take precedence.

6 Intellectual Property

6.1 The Supplier and its licensors shall retain ownership of all Supplier IPRs. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.

6.2 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy the Supplier IPRs for the purpose of receiving and using the Deliverables in the Customer's business during the term of the Contract.

6.3 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract.

7 Charges and Payment

7.1 In consideration for the provision of the Services, the Customer shall pay PureCyber the Charges in accordance with this clause 7.

7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to PureCyber at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.

7.3 PureCyber shall submit an invoice for the Charges plus VAT if applicable to the Customer on the Commencement Date and/or such other intervals as agreed in writing between the parties.

7.4 Unless as otherwise set out in the Order Form, the Customer shall pay each invoice due and submitted to it by PureCyber, within 30 days of receipt, to a bank account nominated in writing by PureCyber.

7.5 If the Customer fails to make any payment due to PureCyber under the Contract by the due date for payment, then, without limiting PureCyber's remedies under clause 9 (Termination):

• 7.5.1 the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

• 7.5.2 PureCyber may suspend all Services until payment has been made in full.

7.6 All amounts due under the Contract from the Customer to PureCyber shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

8 Limitation of Liability

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

8.2 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

8.3 Nothing in this clause 8 shall limit the Customer's payment obligations under the Contract.

8.4 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

• 8.4.1 death or personal injury caused by negligence;

• 8.4.2 fraud or fraudulent misrepresentation; and

• 8.4.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.5 Subject to clause 8.2 and clause 8.4, PureCyber's total liability to the Customer shall be limited to the Charges paid by the Customer under this Contract.

8.6 Subject to clause 8.2 and clause 8.4, PureCyber shall not liable to the Customer for the following types of loss which are wholly excluded:

• 8.6.1 loss of profits;

• 8.6.2 loss of sales or business;

• 8.6.3 loss of agreements or contracts;

• 8.6.4 loss of anticipated savings;

• 8.6.5 loss of use or corruption of software, data or information;

• 8.6.6 loss of or damage to goodwill; and

• 8.6.7 indirect or consequential loss.

8.7 PureCyber has given commitments as to compliance of the Services with relevant specifications in clause 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.8 Subject to clause 8.4, PureCyber shall have no liability for any damage caused as a result of the Customer failing to follow any instructions and/or advice provided by PureCyber as part of the Services.

9 Sexual Harassment

Third-party sexual harassment occurs when a member of our workforce is subjected to sexual harassment by someone who is not part of our workforce but who is encountered in connection with work. This includes our customers, suppliers, members of the public.

Third-party sexual harassment of our workforce is unlawful and will not be tolerated. The law requires employers to take steps to prevent sexual harassment by third parties and we are committed to doing so.

We take a zero-tolerance approach to third-party harassment of our workforce. Any complaints of third-party harassment will be taken seriously and thoroughly investigated. We may immediately terminate our services to a customer without liability to us if any complaint is upheld, and we reserve the right to suspend services pending investigation of any complaint.

Any criminal acts will be reported to the police, and we will share information relating to the incident with our other branches to ensure that we maintain a consistent approach to the cessation of our services.

10 Termination

10.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

10.2 Without affecting any other right or remedy available to it, PureCyber may terminate the Contract with immediate effect by giving written notice to the Customer if:

• 10.2.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or

• 10.2.2 there is a change of control of the Customer.

10.3 Without affecting any other right or remedy available to it, either party to the Contract may terminate it by providing written notice to the other party. The amount of notice required shall be determined by the duration of the Contract. Where the duration of the Contract (as set out in the Order Form):

• 10.3.1 is one (1) month or less, seven (7) days’ written notice is required;

• 10.3.2 is between one (1) month and six (6) months, one (1) months’ notice written notice is required; and

• 10.3.3 is longer than six (6) months, 90 days’ written notice is required.

10.4 On termination of the Contract for whatever reason:

• 10.4.1 the Customer shall immediately pay to PureCyber all of PureCyber's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, PureCyber may submit an invoice, which shall be payable immediately on receipt;

• 10.4.2 any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect;

• 10.4.3 the Customer shall return all of PureCyber’s Equipment and materials within 14 days of request, failing which, PureCyber may:

  • 10.4.3.1 enter the Customer’s premises and take possession of them. Until these are returned or repossessed, the Customer shall be solely responsible for their safe-keeping; and/or

  • 10.4.3.2 charge the Customer an additional fee, equal to the replacement costs of the Equipment and materials and the Customer shall pay such additional fee immediately upon receipt of an invoice.

• 10.4.4 termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11 General

11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for 3 months or more, the party not affected may terminate this Contract by giving 10 days’ written notice to the other party.

11.2 Assignment and other dealings.

• 11.2.1 The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without PureCyber's prior written consent.

• 11.2.2 PureCyber may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.

11.3 Confidentiality.

• 11.3.1 Each party (Receiving Party) undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party (Disclosing Party), except as permitted by clause 11.3.

• 11.3.2 Each party may disclose the other party's confidential information:

  • 11.3.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.3; and

  • 11.3.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

• 11.3.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.

• 11.3.4 The restrictions in this clause 11.3 shall not apply to the extent that the Confidential Information:

  • 11.3.4.1 is or becomes generally available to the public other than as a result of its disclosure by the Receiving Party in breach of this Contract;

  • 11.3.4.2 was lawfully in the possession of, or available to, the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; or

  • 11.3.4.3 was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party.

11.4 Entire agreement.

• 11.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

• 11.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.6 Waiver.

• 11.6.1 A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

• 11.6.2 A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

10.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.7 shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

• 11.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

  • 11.8.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

  • 11.8.1.2 sent by email to the address specified in the Order Form (or such other email address as one party notifies to the other.

• 11.8.2 Any notice or communication shall be deemed to have been received:

  • 11.8.2.1 if delivered by hand, at the time the notice is left at the proper address

  • 11.8.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

  • 11.8.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 11.8.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt

• 11.8.3 This clause 11.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

11.9 Third party rights. The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.