Master Service Agreement

This master services agreement (“Master Services Agreement”) exists between NGENIUS Ltd. (“NGENIUS”) and the organisation agreeing to the terms of this Agreement (the “Customer”), and, together with all applicable exhibits, attachments, addenda, and Order Forms, is the entire agreement of the parties regarding the Customer’s order of the Service or Professional Services (the “Agreement”). This Agreement shall be effective on the earliest of (a) the date the Customer accepts this Agreement, (b) the date Customer enters into an Order Form or other ordering document incorporating this Agreement, or (c) the Customer’s use of the Service (the “Effective Date”). In the event of a conflict, an exhibit, attachment, addendum, or Order Form prevails over this Master Services Agreement. End Users that are authorised and invited to use the Service by the Customer are subject to the NGENIUS User Terms of Service available at https://ngenius.ai/legal/user-terms-of-service.html.

1 Definitions

1.1

Capitalized terms in the Agreement have the definitions provided here, or elsewhere in the Agreement

Affiliate

means any entity that Controls, is Controlled by, or is under common Control with NGENIUS or the Customer entity agreeing to these terms, where “Control” means ownership of more than 50% of the voting interests of the subject entity or the legal power to direct or cause the direction of the general management of a company or other entity or organisation, and “controls”, “controlled” and the expression “change of control” shall be construed accordingly.

Agreement

means this master services agreement, collectively with (a) all Order Form(s) agreed to by the parties in writing; and (b) any other materials or attachments specifically incorporated by reference herein.

End Users

means any individual who is authorized by Customer to use the Service under Customer’s account, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.

Business Day

means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours

means 9.00 am to 5.00 pm local UK time, each Business Day.

Consumption-based Services

means any Service accessible through the platform which is charged on the basis of the quantity of that Service consumed.

Customer Data

means any data, information, materials or multimedia content relating to the Customer, its Affiliates, or an End User, transmitted by the Customer to the NGENIUS Platform.

Data Protection Addendum

means the data protection terms available at https://ngenius.ai/legal/data-processing-addendum.html and which apply to Personal Data uploaded, streamed or otherwise transferred to the Platform for processing by the Customer.

Derived Data

means any data which is derived from the Customer’s use of the Service or the processing of the Customer Data, including: (a) any data which is processed and stored as mathematical constructs; and (b) statistical or aggregated data, but shall exclude any Personal Data (as defined in the Data Protection Addendum).

Documentation

means those support materials in the form of FAQs, factsheets and presentations, printed or online instructions, and diagrams distributed or otherwise provided or made available by NGENIUS in connection with the Customer’s access and/or use of the Service.

Order Form

means an ordering document or an online order entered into between the Customer and NGENIUS (or Affiliates of either party) specifying the Service or Professional Services to be provided under this Agreement.

Insolvency Event

means, with respect to a Party: (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party’s assets; (d) a creditor or encumbrancer attaching or taking possession of the whole or any part of that Party’s assets which is not discharged within 14 days; or (e) the occurrence of any event, or the taking of any proceedings, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.

Intellectual Property Rights

means patents, rights to inventions, copyright and neighbouring and related rights, trademarks, goodwill, 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.

Party, Parties

means a party to this Agreement, being either NGENIUS or the Customer, each a “Party” and collectively the “Parties”.

Platform:

means the NGENIUS data and analytics platform provided on a hosted basis as software as a service, and through which the Services are delivered.

Professional Services

means the installation, implementation or other customer success services provided by NGENIUS or its subcontractor to the Customer under an Order Form(s), which may be further described in a Statement of Work.

Service(s)

means the NGENIUS service(s) available through the Platform allowing End Users to upload video data, generate and access analytics, and download analytics reports.

Statement of Work, SOW

means a written document signed by NGENIUS and the Customer that describes the Professional Services provided by NGENIUS.

Subscription

means the access to the Platform and use of the Services for the duration and in the amount specified on the Order Form(s).

Subscription Term

means the duration specified on the Order Form(s) over which the Customer has access to the platform and the specified Services.

1.2 Interpretation

In this Agreement: (a) a reference to writing or written includes e-mail; (b) 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.

2 The Service

2.1 Licence

Subject to the Customer’s compliance with the terms and conditions of this Agreement, NGENIUS grants to the Customer and its Affiliates a worldwide, royalty-free, non-exclusive, non-sublicensable, non-transferable (except to a successor-in-interest as permitted hereunder), revocable (except as otherwise permitted herein) license to access and use, as applicable, the NGENIUS Platform and associated Services during the Subscription Term and in the quantities specified on the Order Form(s) solely for Customer’s own internal business purposes. The Customer may use the Documentation in connection with the license granted under this clause 2.1. NGENIUS will make the Platform available to the Customer after the execution of an applicable Order Form(s).

2.2 End Users

The Customer may authorize and invite the End Users to access and/or make use of the NGENIUS Platform, Services and Documentation subject to the terms of this Agreement, provided that the Customer:

1. ensures that each End User abides by the terms of the User Terms of Service (available at https://ngenius.ai/legal/user-terms-of-service.html); and
2. is responsible for the acts and omissions of such End Users.

2.3 License Restrictions

The Customer must not:

1. sublicense, sell, resell, transfer or assign (except to a successor-in-interest as permitted hereunder), distribute or otherwise commercially exploit or make available to any third-party the Platform or Services;
2. modify, copy (other than a reasonable number for Customer’s operation of the Service(s)), or make derivative works of or compilations based upon the Platform;
3. decompile, disassemble, reverse engineer, or otherwise attempt to derive source code of the Platform;
4. use or access the Platform or Services for the purposes of building a competitive product or service, or copying its features, functions, or user interface; or
5. resell any marketing, training or other materials such as slides, advice, guidance, or frameworks provided by NGENIUS.

2.4 Professional Services

NGENIUS undertakes that it (and shall procure that any individual or any Subsitute appointed) shall perform the Professional Services described in the Order Form(s), if any, in a professional manner at all times and in their capacity as a specialist, and that they will devote such time, attention, care, skill and ability as the Services reasonably require.

2.5 Configuration and Integration

The nature of certain services offered through the NGENIUS Platform requires that a continuous network connection is established between the NGENIUS Platform and resources on the Customer’s network (“Connected Services”). In the case that such services are required by the Customer, integration activity is required by both the Customer and NGENIUS in order to establish the necessary technical pre-requisites for service Delivery. The customer acknowledges that:

1. the activity is undertaken in good faith without any guarantee of success should the Customer’s network infrastructure prove incompatible; and
2. it is the Customers responsibility to ensure that they review the appropriate Documentation and ensure that such integration in technically feasible and fit for purpose; and
3. such activity may attract a fee, to be determined at NGENIUS’s sole discretion and stated on the applicable order form, which is non-refundable; and
4. that NGENIUS shall be under no obligation to provide the Services until the pre-requisite integration activity is completed and functioning to a satisfactory standard.

2.6 Consumption-based Services

If an Order Form(s) includes Consumption-based Services, pricing for consumption thereof will be determined by the applicable Consumption-based Services Rate Table set forth in the applicable Order Form(s). Without limiting anything in this Agreement, for purposes of clarity, fees paid for Consumption-based Services (whether prepaid and corresponding to unused consumption, or otherwise) expire at the end of the then-current Subscription Term, and are non-assignable, non-transferable, non-sublicensable, and not eligible for carry-over to subsequent Subscription Terms. Fees for the Consumption-based Services will first be charged against any prepaid amounts, monthly in arrears, until exhausted. Fees for further consumption will be charged monthly in arrears, and Customer agrees to pay such amounts in accordance with Section 3 of this Master Services Agreement. NGENIUS may change the pricing in the applicable Consumption-based Services Rate Table at any time, at its sole discretion.

2.7 Unathorised Access

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify NGENIUS.

2.8 Monitoring the Service

NGENIUS shall have the right to monitor the Customer’s use of the Service and Platform for the purpose of security, improving the Service and platform, and ensuring compliance with the terms of this Agreement.

3 Fees and Payment

3.1 Fees

The Customer shall pay all fees, and other charges, as set out in the Order Form(s) (“Fees”) in accordance with the provisions of the Order Form(s) and this clause 3. The Fees are exclusive of all direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessment of any nature, including value-added, sales, use or withholding taxes (“Taxes”). The Customer is solely responsible for payment of all Taxes related to this Agreement. NGENIUS may be required to collect and remit Taxes from the Customer, unless the Customer provides NGENIUS with a valid tax exemption certificate. Neither party shall be responsible for any Taxes levied against the other party’s net income.

3.2 Non-Payment

If NGENIUS has not received payment of any Fees by the due date specified in the Order Form, and without prejudice to any other rights and remedies of NGENIUS, NGENIUS may, without liability, suspend the Customer’s and its End Users’, accounts, access to all or part of the Service until the invoice(s) concerned are paid in full. Interest shall accrue daily on any overdue amounts at an annual rate equal to 4% above the Bank of England’s base rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

3.3 Payment Terms

Unless otherwise specified in the applicable Order Form(s), all invoices are due and payable within thirty (30) days of the Customer’s receipt.

3.4 Disputed Invoices

The Customer shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach agreement with respect to such disputed amounts, and such withholding of disputed amounts shall not be deemed a breach of this Agreement nor shall any interest be paid thereon. In such case, the Customer shall promptly (and in no event more than ten (10) business days from receipt of invoice) provide written notice to NGENIUS of any such good faith dispute prior to withholding such payment, specifying in reasonable detail the nature of the dispute and the amount withheld, and shall pay all undisputed amounts set forth on such invoice in accordance with this clause 3. The parties will negotiate in good faith to attempt to resolve such disputes within thirty (30) days of submission of such dispute by the Customer.

3.5 Consumption-based Payment Schedule

Unless otherwise specified on the Order Form, NGENIUS shall issue invoices in respect of Consumption-based products monthly in arrears, in an amount calculated as the difference between the total of all invoices issued to the Customer under the Subscription and whichever is the greater of: (a) the total Fee pro-rated according to the elapsed proportion of the Subscription term; and (b) the total Fee due according to the quantity of Services consumed to date.

4 Warranties & Disclaimers

4.1 Authority

Each party warrants that: (a) it has the requisite corporate power and authority to enter into this Agreement and each Order Form(s); and (b) it will comply with laws applicable to its performance hereunder.

4.2 Nature of the Service

NGENIUS warrants that the Service(s) will substantially conform in all material respects with the applicable Documentation. NGENIUS may modify the documentation in its sole discretion, provided, the functionality of the Service(s) will not be materially decreased during the Subscription Term.

4.3 Service Level Agreement

NGENIUS offers SLA(s) which apply to the NGENIUS Platform and Services, which are available at https://ngenius.ai/legal/service-level-agreement.html and hereby incorporated by reference into this Agreement, as applicable.

4.4 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICES, PROFESSIONAL SERVICES, AND ANY INFORMATION PROVIDED BY NGENIUS ARE PROVIDED ON AN “AS IS” BASIS; AND NGENIUS AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR THAT THE USE OF THE PLATFORM, SERVICES, OR WORK PRODUCT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR- OR DEFECT-FREE, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

5 Term & Termination

5.1 Agreement Term

The term of this Master Services Agreement commences on the Effective Date and continues until the earlier of: (a) ninety (90) days after all Order Form(s) have expired or been terminated, or (b) either party terminates this Master Services Agreement pursuant to the terms of this clause 5.

5.2 Subscription Term

The subscription term of the applicable NGENIUS Product(s) and Professional Services, as applicable, will be specified on each Order Form(s) (“Subscription Term”).

5.3 No Order Form

Either party may terminate this Agreement immediately by written notice if no Order Form(s) is in effect. In addition, NGENIUS may also terminate a free or trial account at any time at its sole discretion.

5.4 Termination for Breach

Without prejudice to any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than fourteen (14) Business Days after being notified in writing to make such payment; or (b) the other Party commits a material breach of any terms of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within fourteen (14) Business Days after being notified in writing to do so; or (c) the other Party suspends, ceases, or threatens to suspend or cease carrying on its business or a substantial part thereof, or suffers an Insolvency Event.

5.5 Effects of Termination

Termination or expiration of an Order Form(s) shall not constitute termination of this Master Services Agreement or any other active Order Form(s), however, in the event that this Master Services Agreement is terminated, any active Order Form(s) shall also terminate. On termination of this Master Services Agreement, all licenses to the NGENIUS Product(s) shall automatically terminate, and all Professional Services will cease, with immediate effect. On termination of an Order Form(s) any data processing and all Professional Services under such Order Form(s) shall terminate with immediate effect. The Customer may retain access to the Platform for ninety (90) days for the purpose of viewing and downloading data.

5.6 Expiration of Order Forms

Unless specified otherwise, each Order Form shall expire on the earlier of (a) the end of the Subscription Term stated on the Order Form; and (b) the date that the Services specified on the Order Form are have been fully utilised by the Customer.

5.7 Survival

In the event of the termination or expiration of this Agreement, the provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive, including but not limited to Sections 2 (License Restrictions; Configuration); 8 (“Intelectual Property”); 3 (“Fees & Payment”); 4 (Warranty Disclaimer); 9 (“Indemnification” for the period of the applicable statute of limitations); 7(“Confidentiality”); 6 (“Limitation of Liability”); 7.5 (“Publicity”); 10 (“General”); and any accrued rights to payment shall remain in effect beyond such termination or expiration until fulfilled.

6 Limitation of Liability

6.1 Entire Liability

This clause 6 sets out the entire financial liability of NGENIUS to the Customer arising under or in connection with this Agreement, in respect of any use made by the Customer or its End Users of the Service and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

6.2 No Liability to End Users

The Customer acknowledges that NGENIUS shall have no responsibility for the End Users’ outcomes from their use of the Platform or any resulting use of the Derived Data.

6.3 No Implied Liability

Except as expressly and specifically provided in this Agreement, 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, excluded from this Agreement.

6.4 No Limit for Negligence or Death

Nothing in this Agreement excludes either party’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation or for any liabilities that cannot be excluded under applicable law.

6.5 Limit of Liability

Subject to clause 6.4 NGENIUS shall not be liable for any consequential, indirect, special, incidental, punitive, or exemplary damages, whether foreseeable or unforeseeable, loss of profit, loss of business, loss of goodwill, loss of or corruption of data, loss caused or contributed to by any employee, agent, contractor or representative of the Customer, loss caused as a result of the Service being unavailable as a result of planned downtime for the Service as notified to the Customer, loss arising from any failure of the Customer’s infrastructure and/or utilities, loss caused as a result of the Service being unavailable caused by a Force Majeure Event, loss caused by the failure or delay of any third party application or service or network, however arising under this Agreement. NGENIUS’s entire, aggregate liability in contract, tort (including negligence) arising out of or relating to this Agreement shall be limited to the total Fees paid during the three (3) months immediately preceding the date on which the claim arose.

7 Confidentiality

7.1 Confidential Information

During the course of performance under this Agreement, each party may make available to the other party information that is identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes this Agreement, the Service, Order Form(s), Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation.

7.2 Exclusions

Confidential Information of the disclosing party shall not include information which:

1. is or becomes generally available to the public, other than as a result of a disclosure by the receiving party or any of its Representatives;
2. has been rightfully received by the receiving party from a third party without confidentiality restrictions;
3. has been independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or
4. the Parties agree in writing is not confidential or may be disclosed.

7.3 Non-disclosure

The Confidential Information of the disclosing party will be kept confidential and will not be disclosed or divulged by the receiving party to anyone except with the disclosing party’s prior written permission, or as may be required by law or by the order or demand of a court or government agency or authority. And the Receiving Party shall not make Confidential Information available to any of its agents, employees or consultants except those that have agreed (or are otherwise bound) to obligations of confidentiality at least as restrictive as those set forth herein and have a “need to know” such Confidential Information.

7.4 Termination

Upon expiration or earlier termination of this Agreement for any reason, the receiving party will return to the disclosing party or destroy (at the disclosing party’s sole discretion) all Confidential Information of the disclosing party and all copies thereof.

7.5 Publicity

Notwithstanding this clause 7, the Custoemr permits NGENIUS to identify the Customer as a client. To this end, the Customer grants NGENIUS a perpetual, non-exclusive, royalty-free and non-transferable licence during the Term of the Agreement for NGENIUS to use the Customer’s logo, name and branding on the Site, Platform and in any marketing and publication materials.

8 Intellectual Property Rights

8.1 NGENIUS’s Rights

As between the Parties, all Intellectual Property Rights in and to the Platform and the Derived Data, the Documentation and the Service shall belong to, and remain vested in, NGENIUS at all times.

8.2 Customer Rights

As between the Parties, all Intellectual Property Rights in and to the Customer Data shall belong to, and remain vested in, the Customer at all times and the use of the Service will not affect the Customer’s ownership or license rights in the Customer Data.

8.3 Feedback and Improvements

Without prejudice to clause 8.1, to the extent that the Customer’s or the End Users’ use of the Platform, Service or any Professional Services result in any modifications, adaptations, developments, or any derivative works of or to the Platform or the operation of the Platform (“Improvements”), then notwithstanding any rights or remedies of NGENIUS, any and all Intellectual Property Rights in and to such Improvements shall immediately vest in and be owned by NGENIUS.

9 Indemnification

9.1 NGENIUS

NGENIUS shall defend the Customer against any third party claims that the use of the Service in accordance with this Agreement infringes any third party Intellectual Property Rights and subject to clause 6.5, shall indemnify the Customer for and against any amounts awarded against the Customer in judgment or settlement of such claims, provided that: (a) NGENIUS is given prompt notice of such claim; (b) the Customer provides reasonable co-operation to NGENIUS in the defense and settlement of such claim; (c) NGENIUS is given sole authority to defend or settle the claim; and (d) the Customer makes no admission of liability or fault itself or on behalf of NGENIUS.

9.2 Defence or Settlement of any Claim against NGENIUS

In the defence or settlement of any claim pursuant to clause 9.1 above, NGENIUS may at its sole option and expense either:

1. procure for the Customer the right to continue using the Service in the manner contemplated by this Agreement;
2. replace or modify the or Service as applicable so that it becomes non-infringing; or
3. terminate this Agreement forthwith by notice in writing and without liability to Customer.

9.3 Claims against the use of Customer Data

The Customer shall defend NGENIUS against any third party claims that the use of the Customer Data in accordance with this Agreement infringes any third party Intellectual Property Rights and subject to clause 13.5, shall indemnify NGENIUS for and against any amounts awarded against NGENIUS in judgment or settlement of such claims, provided that: (a) the Customer is given prompt notice of such claim; (b) NGENIUS provides reasonable co-operation to the Customer in the defense and settlement of such claim, at the Customer’s expense; (c) the Customer is given sole authority to defend or settle the claim; and (d) NGENIUS makes no admission of liability or fault itself or on behalf of the Customer.

9.4 Exclusions

NGENIUS shall not in any circumstances have any liability (including in respect of the indemnity provided under clause 9.1) if the alleged infringement is based on: (a) modification of the Platform by anyone other than NGENIUS; or (b) Customer’s or any End User’s use of the Platform otherwise than in accordance with this Agreement, the Documentation or in a manner contrary to the instructions given to Customer by NGENIUS in connection therewith; or (c) the Customer or End Users’ use of the Platform after notice of the alleged or actual infringement from NGENIUS or any appropriate authority; or (d) use or combination of the Platform with any other software or hardware, in circumstances where, but for such combination, no infringement would have occurred.

9.5 Customer

The Customer shall defend NGENIUS against all or any costs, claims, damages or expenses incurred by NGENIUS in respect of any third party claims relating to the Customer’s or any End Users’ use of the Service otherwise than in accordance with this Agreement, provided that: (a) the Customer is given prompt notice of such claim; (b) NGENIUS provides reasonable co-operation to Customer in the defense and settlement of such claim, at the Customer’s expense; (c) the Customer is given sole authority to defend or settle the claim; and (d) NGENIUS makes no admission of liability or fault itself or on behalf of the Customer.

10 General

10.1 Conflict

In the event of any conflict between the Order Form, these Licence Terms or any other Schedules the provisions of the Order Form shall prevail.

10.2 Entire Agreement

This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all prior and current agreements, negotiations, promises, assurances, warranties, understandings and representations between them, whether written or oral, relating to its subject matter. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

10.3 Amendment

This Agreement may not be amended or otherwise modified, and no variation of this Agreement shall be effective, unless it is in writing signed by the Parties or their authorised representatives.

10.4 No Waiver

A waiver by any Party of any of its rights hereunder shall not be binding unless in writing signed by an authorised representative of the Party expressly waiving such rights. The non-enforcement or waiver of any provision on any occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing.

10.5 Severability

If any provision or part-provision of this Agreement becomes or is held invalid, illegal, or unenforceable, it shall be deemed modified or deleted to the minimum extent necessary but that shall not affect the validity and enforceability of the rest of this Agreement.

10.6 Rights and Remedies

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.

10.7 Force Majeure

Neither Party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, beyond its reasonable control, including, without limitation, strikes, acts of God, war, terrorism, riot, denial of service attacks, epidemic, pandemic or compliance with any law or governmental order (“Force Majeure Event”). In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the Party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the other Party.

10.8 Third Party Rights

No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms, whether pursuant to the Contracts (Rights of Thirds Parties) Act 1999 or otherwise.

10.9 Notices

Any notice given to a Party under or in connection with this contract shall be in writing and shall be deemed to have been received: (a) if delivered by hand at the time the notice is left at the receiving party’s registered address; (b) 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; and (c) if sent by or email, at 9.00 am on the next Business Day after transmission.

10.10 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and the Parties agree that the English courts shall have exclusive jurisdiction.