Terms and Conditions

Master Services Agreement

Background

OBT has developed and will provide the Services (each as defined below).
The Client (as defined below) wishes to use OBT’s Services in its business operations.
OBT has agreed to provide, and the Client has agreed to take and pay for, the Services, subject to the terms and conditions of this Agreement (as defined below).

Agreed terms

INTERPRETATION
- The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).

Acceptable Use Policy: any acceptable use policy set out in the Proposal or as otherwise) notified by OBT to the Client and as amended from time to time.

Additional Usage: any additional use of the Third Party Services and/or Subscription Services in excess of the Minimum Commitment.

Agreement: the terms and conditions in this agreement (including the Managed Services Terms, the Professional Services Terms, along with the Proposal, any quotes and any other documents agreed between the Parties in writing.

Applicable Data Protection Laws:
1. To the extent the UK data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which OBT is subject, which relates to the protection of personal data.
Assumptions: has the meaning given in Clause 8.2.
Authorised Representative: the person nominated by each Party in accordance with this Agreement.
Authorised User: any individual who is entitled to use of the Third Party Services and/or Subscription Services named to OBT as a user by the Client.

Background Materials: means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by OBT which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business System: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Client or its agents or contractors.
Client: the client as identified in the Proposal.
Client Personal Data: any personal data which OBT processes in connection with this Agreement, in the capacity of a processor on behalf of the Client.

Client Site: the locations where the Services are provided as identified in the Proposal.

Client’s Operating Environment: the Client’s computing environment (consisting of hardware and software) that is to be used by the Client in connection with its use of the Managed Services and which interfaces with OBT’s System in order for the Client to receive the Managed Services, but excluding the Client-side Equipment.

Client-side Equipment: any equipment located or to be located on a Client Site but controlled or to be controlled exclusively by OBT as part of the Services.

Commencement Date: the date of the initial Proposal entered into pursuant to this Agreement.
Commissioner: the Information Commissioner (see section 114, DPA 2018).
Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together, its “Representatives”) to the other Party and that Party’s Representatives in connection with this Agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.
Deemed Employment: an engagement to which section 61M(1)(d) of the Income Tax (Earnings and Pensions) Act 2003 applies.

Customer Agreement: the Microsoft customer agreement, which is a direct agreement between the Client and Microsoft and is a condition of Cloud Solution Provider Program that the Client enters into this agreement, the terms of which are found at https://www.microsoft.com/licensing/docs/customeragreement and which may be updated from time to time.

Deliverable: means all Documents, products and materials developed by OBT or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports and specifications (including drafts).

Document: means, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Engagement: the engagement of OBT by the Client on the terms of this Agreement and the applicable Proposal.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Fees: the fees payable to OBT, as described in the Proposal or as otherwise agreed in writing as may be varied from time to time pursuant to the terms of this Agreement.
Force Majeure: has the meaning given in Clause 15.
Good Industry Practice: the standards of a skilled and experienced provider of services similar or identical to the applicable services, having regard to factors such as the nature and size of the Parties, the type of service, the service levels, the term, the pricing structure and any other relevant factors.

Hardware: all physical telecommunications, networking and computer equipment (including switches, routers, cables, servers, racks, cabinets and peripheral accessories) used by OBT to deliver the Managed Services to the Client.

Initial Term: the period commencing on the Commencement Date or Services Commencement Date and ending on the date twelve (12) months thereafter unless otherwise specified in the Proposal. For the avoidance of doubt, each Proposal will have their own Term, which will extend the Initial Term of the Agreement if the term of the Proposal is longer than the Initial Term of the Agreement.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off 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.

Licence Agreement: all agreements that may have to be entered into by OBT and/or the Client in respect of Third Party Services used.

Local System Components: equipment supplied by the Client as routers, switches, access points, firewalls, PCs, thin client devices, smart phones, wireless controllers, workstations, printers, mobile devices, docking stations, headsets, peripherals, servers, network attached storage (NAS) and storage area network (SAN).

Managed Services: the services described in the Proposal to be performed by OBT in accordance with this Agreement.

Managed Services Terms: the terms and conditions relating to the provision of the Managed Services as set out in Schedule 1.

Minimum Commitment: the minimum commitment of usage or number of Authorised Users (as the case may be) agreed between the Parties from time to time.

Normal Business Hours: 9.00 am to 5.30 pm local UK time on Business Days unless otherwise set out in a Proposal.

OBT: OBT Live Ltd incorporated and registered in England and Wales with company number 14849778 whose registered office is at Edward Pavilion, Albert Dock, Liverpool, England, L3 4AF.
OBT’s System: the system to be used by OBT in performing the Managed Services, including the Hardware, any Third Party Services, the Client-side Equipment and communications links between the Hardware and the Client-side Equipment and the Client’s Operating Environment.
Off-payroll Working rules: the rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003.

Out of Scope: those out of scope services specified as such in the Proposal together with any other services which are not detailed in the Proposal.

Party: the Client or OBT (as applicable) and collectively referred to as the “Parties”.

Product(s): the Microsoft or other Third Party Services, tools, software, hardware, or professional support or consulting services provided under the terms of the Customer Agreement, applicable Licence Agreement, Third Party Terms or as otherwise agreed between the Parties.

Professional Services: the services described in the Proposal to be performed by OBT in accordance with this Agreement.

Professional Services Terms: the terms and conditions relating to the provision of the Professional Services as set out Schedule 2.

Proposal: means the quote, Qwilr, proposal, statement of work or service specification which sets out the Services as set out under separate cover and which incorporates the terms and conditions of this Agreement.

Purpose: the purposes for which the Client Personal Data is processed, as set out in the Proposal.

Relief Events: the following events:

(a) any failure by the Client to comply with its obligations under this Agreement;

(b) any error or malfunction in the Business Systems or any other software, hardware or systems for which OBT is not responsible or any failure by the Client, or their agents or contractors (including any existing service provider) to obtain sufficient support and maintenance, as required, for any software, hardware or systems for which OBT is not responsible;

(c) any failure by the Client, its agents or contractors (including any existing service provider) to provide any information, co-operation or instructions to OBT which is reasonably required by OBT for the proper performance of its obligations under this Agreement; or

(d) any telecommunications network defect, delay or failure or failure of the Client’s hardware or other systems; or

(e) any of the causes or events set out in Clause 11.7.

Retail Prices Index: the Retail Prices Index (all items, excluding mortgages), or replacement index, as published by the Office for National Statistics from time to time, or failing such publication, such other index as the Parties may agree (such agreement not to be unreasonably withheld or delayed), acting reasonably, most closely resembles such index.

Scheduled Downtime: the total amount of time during which the Client is not able to access the Services due to planned maintenance. OBT may schedule system downtime, with prior agreement of the Client. Scheduled Downtime periods do not count against the service level calculation detailed in such Proposal.

Services Commencement Date: the date set out in the applicable Proposal or otherwise agreed between the Parties for the commencement of the Services.

Service Level Arrangements or SLA: any service level arrangements set out in the Proposal.

Services: the services as described in the Proposal or as otherwise agreed in writing as may be varied from time to time pursuant to the terms of this Agreement.

Software: the proprietary software which is owned by OBT and which is licensed to the Client during the term of this Agreement as set out in the Proposal.

Subscription Services: a right to use the Product(s) for a defined term.
Subsequent Term: twelve (12) months commencing on the last day of the Initial Term or previous Subsequent Term.

Term: the Initial Term and any Subsequent Term, as applicable.

Third Party: any third party that supplies Third Party Services to OBT and/or the Client (as the case may be) during the provision of the Services.

Third Party Services: any services, goods, code or software programs written or provided by a Third Party which are used by the Client during the provision of the Services.

Third Party Terms: any terms and conditions relating to Third Party Services.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

Unscheduled Downtime: any time when any or all of the applications and Services provided by OBT to the Client shall be unavailable to the Client due to unexpected system failures other than Scheduled Downtime or the downtime is attributable to events not under the control of OBT.

User Subscriptions: the user subscriptions purchased by the Client pursuant to a Proposal which entitle Authorised Users to access and use the Subscription Services and/or Third Party Services (as the case may be) in accordance with this Agreement.

The headings in this Agreement are inserted for convenience only and shall not affect its construction.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
In the event of any conflict or inconsistency between the Clauses of this Agreement, the Schedules, the Proposal, and the Customer Agreement / Licence Agreement / Third Party Terms (including any changes or variations to each), the following order of precedence shall apply (in decreasing order) to the extent of such conflict or inconsistency:
- the Proposal;
- the Customer Agreement / Licence Agreements / Third Party Terms, to the extent applicable to the Services;
- the Schedules;
- the Clauses

PROVISION OF SERVICES
- The Client shall engage OBT to provide the Services on the terms of this Agreement.
- Where the Services include:
  - the supply of Managed Services, the provisions of the Managed Services Terms shall apply in addition to the Clauses; and
  - the supply of Professional Services, the provisions of the Professional Services Terms shall apply in addition to the Clauses.
- This Agreement shall (i) be in substitution for any prior oral or other prior arrangements between OBT and the Client in connection with the purchase of the relevant Services; and (ii) prevail over any of the Client’s inconsistent terms or conditions contained in, or referenced in, any order confirmation or other acknowledgement, quotation, purchase order(s), delivery note, invoice or similar document or implied by law, trade custom or practice.
- As long as there is no material adverse effect on the quality or performance of the Services, OBT can make any changes (without prior notice unless prohibited by applicable law) to the Agreement or Proposals which are required to conform with any applicable safety, regulatory or other statutory requirement, or any Third Party request that OBT is required to flow down to the Client.

1.2 Any quote given by OBT is for budgetary purposes until financial and technical validation, shall not constitute an offer and is valid for a period of thirty (30) days from its date of issue unless otherwise agreed by OBT in writing and shall only become binding upon the signing of a Proposal.

OBT DUTIES AND OBLIGATIONS
- During the Engagement OBT shall:
  - provide the Services ,including the Deliverables, with due care, skill and ability and in accordance with Good Industry Practice; and
  - use its commercially reasonable endeavours to complete any Deliverables within any timescales set out in the Proposal but any such dates shall be estimates only.
  - use its reasonable endeavours to ensure that they are available on reasonable notice to provide such assistance or information as the Client may reasonably require.
- Unless they have been specifically authorised to do so by the Client in writing:
  - OBT shall not have any authority to incur any expenditure in the name of or for the account of the Client; and
  - OBT shall not hold itself out as having authority to bind the Client.
- OBT shall comply with the Client’s health and safety procedures in force at any of the Client’s premises at which the Services are provided, subject to such procedures being notified to OBT no less than one (1) week prior to OBT’s attendance at the Client’s premises.
- OBT may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services.
- OBT shall without undue delay give to the Client all such information and documentation as it may reasonably require from time to time in order for the Client to determine whether the Engagement is or will be within the Off-payroll Working rules and is or will be Deemed Employment.
CIENT DUTIES AND OBLIGATIONS
- To the extent that OBT requires access to the Client Site to perform the Services, the Client shall provide such access during Normal Business Hours and to provide a suitable work environment to enable OBT to perform such Services subject to OBT complying with such internal policies and procedures of the Client (including those relating to security and health and safety) as may be notified to OBT from time to time in advance and in writing.
- The Client shall co-operate with OBT in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Client Representatives”), who shall have authority to commit the Client on all matters relating to the relevant Service.
- The Client agrees and acknowledges the terms of the applicable Third Party Terms, Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event that Third Party Terms, Licence Agreements, and/or the Customer Agreement are not applicable to the Services being received or delivered by OBT to the Client under this Agreement, such agreements shall not apply.
- The Client shall:
  - adhere to any Acceptable Use Policy;
  - make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to OBT support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
  - ensure it has suitable licences in place for any third party software required (which is not issued or procured by OBT) to allow OBT and its subcontractors (if applicable) full use in relation to the Services provided;
  - not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against OBT in any jurisdiction or is otherwise unlawful, and OBT reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this sub-clause;
  - inform OBT in writing of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
  - allow OBT or its designated subcontractors (if applicable) and third parties, continuous global admin access to the Client’s relevant servers and networking systems from a user account dedicated to OBT for the duration of the Agreement;
  - where a Microsoft Cloud service is deployed / utilised within the project (Azure or Office365) OBT will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and/or Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and/or Admin on Behalf of (AOBO)for a minimum of twelve (12) months from project completion date. For the avoidance of doubt, in the event Microsoft adds to, updates and/or replaces any of the foregoing designations, this Clause ‎4(g) will apply to any such added, updated and/or replaced designations from time to time;
  - in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (“POE”) within seven (7) days of the date of issue by Microsoft. In the event that the Client does not return the POE within the seven (7) days’ notice period, OBT may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
  - provide all information and make available all resources as reasonably requested by OBT in the execution of its obligations under this Agreement;
  - use all reasonable efforts to follow the reasonable instructions of OBT support personnel with respect to the resolution of defects;
  - gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
  - agree that if, in the course of performing the Services, it is reasonably necessary for OBT’s performance of its obligations under a Proposal for OBT to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to OBT and any of its subcontractors a non‑exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
  - Cancellation of Services. The Client agrees to adhere to the dates scheduled for provision of Services by OBT as stated in the applicable Proposal. If the Client wishes to reschedule or cancel the dates for the provision of Services, OBT will use reasonable endeavours to re-assign allocated resources to other clients.  If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance notice, then the Client shall be liable to pay the following cancellation charges in the form of damages (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
  - if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
  - if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
  - if dates are changed or cancelled less than seven (7) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.
  - use the Services only for lawful purposes and in accordance with this Agreement;
  - keep secure from third parties any passwords issued to the Client by OBT;
  - keep and maintain all materials, equipment, documents and other property of or provided by OBT which are for the time being at the Client’s Site in safe custody at the Client’s own risk and maintain them in good condition until returned to OBT and not dispose of or use them otherwise than in accordance with OBT’s written instructions or authorisation;
  - fully virus-check all data supplied to OBT pursuant to this Agreement;
  - comply with all applicable laws and regulations with respect to its activities under this Agreement; and
  - carry out all other Client responsibilities set out in this Agreement and the Proposal in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the Parties, OBT may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
- OBT shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of OBT or the breach by the Client of any provision of this Agreement.
WARRANTIES AND SERVICE LEVELS
- OBT warrants that:
  - it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of OBT;
  - it owns or has obtained valid licences, consents, permissions and rights to enable OBT to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client’s use and receipt of the Services, and OBT shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
  - it will comply with all Applicable Laws in performing its obligations under this Agreement; and
  - the Client’s use of OBT materials shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
- Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. OBT does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
- The Client warrants that:
  - it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
  - it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by OBT or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by OBT;
  - it has the authority to grant any rights to be granted to OBT under this Agreement;
  - it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to OBT and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement;
  - it will comply with all Applicable Laws in performing its obligations under this Agreement; and
  - OBT’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any Third Party materials, including any Hardware or other Client Hardware supplied by the Client to OBT for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause OBT to infringe the rights, including any Intellectual Property Rights, of any third party.
- In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and OBT becomes aware of this either through the Client giving notification to OBT of such default, fault or impairment, or as a result of OBT’s monitoring, then OBT shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Proposal and to the extent it reasonably can.
- If OBT determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or Authorised User, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then OBT may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, OBT can make no commitment to fix any fault and time is not of the essence.
- Unless otherwise agreed or set out in the Proposal (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
- If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify OBT in advance. OBT may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. OBT will provide a quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
- OBT will request approval from the Client’s Representatives before making any significant changes to the Services. OBT will arrange any Scheduled Downtime in advance with the Client’s Representatives. OBT is not responsible for Unscheduled Downtime that is due to anything outside OBT’s control and OBT and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
- OBT will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
- OBT reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. OBT will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
- The Service Level Arrangements (if applicable) are specific to directly provided Services of OBT and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
- Save only as may be provided for otherwise under any Proposal, OBT makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back-ups.
- OBT shall not in any circumstances be liable under its obligations in this Clause 5 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
- Notwithstanding the foregoing, OBT does not warrant that the Client’s use of the Services will be uninterrupted or error-free.
USER SUBSCRIPTIONS
- OBT or the relevant Third Party grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Third Party Services and/or Subscription Services (as applicable) during the Term of the applicable Proposal solely for the Client’s internal business operations pursuant to the terms of the applicable Licence Agreement and/or Third Party Terms.
- In relation to the Authorised Users, the Client undertakes that:
  - it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Third Party Services and/or Subscription Services;
  - each Authorised User shall keep any passwords used confidential;
  - it shall maintain a written, up to date list of current Authorised Users and provide such list to OBT within five (5) Business Days of OBT’s written request from time to time;
  - it shall permit OBT to audit the Client’s use of the Third Party Services and Subscription Services for each Authorised User. Such audit may be conducted no more than once per quarter, at OBT’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;
  - if any of the audits referred to in Clause ‎2(d) reveal that any password has been provided to any individual who is not a Authorised User, then without prejudice to OBT’s other rights, the Client shall promptly disable such passwords and OBT shall not issue any new passwords to any such individual; and
  - if any of the audits referred to in Clause ‎2(d) reveal that the Client has underpaid Fees to OBT and/or individuals are using the Third Party Services who are not Authorised Users, without prejudice to OBT’s other rights, the Client shall pay to OBT an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit or upon request by OBT, promptly disable access to such individuals.
- The Client may, from time to time during any Term:
  - subject to the Proposal, request that the User Subscriptions are increased but the Client is not permitted to decrease below the Minimum Commitment provisioned; or
  - request Additional Usage at any point in excess of the User Subscriptions, by giving OBT written notice subject to the following:
    - OBT shall evaluate the Client’s request for Additional Usage and grant or refuse the request (in its sole discretion);
    - if OBT approves the Client’s request to purchase Additional Usage, the Client shall, within thirty (30) days of the date of OBT’s invoice, pay to OBT the relevant Fees for such Additional Usage at the relevant price at the time of the request and, if such Additional Usage is purchased by the Client part way through the Term, such Fees shall be pro-rated for the remainder of the Term.
  - Unless otherwise set out in the Proposal, OBT may adjust the Minimum Commitment on 1^st January of each year to reflect any adjustments made to the User Subscriptions in accordance with this Clause 6 over the previous twelve (12) months or as otherwise agreed between the Parties.

THIRD PARTY SERVICES
- OBT shall procure any Third Party Services required by the Client for the provision of the Services and as more fully set out in the Proposal. Except as expressly set out in the relevant Licence Agreement and/or Third Party Terms (as the case may be), the Services will be provided subject to any Licence Agreement, Third Party Terms or other terms and conditions relating thereto. OBT expressly excludes:
  - any warranty to the Client that the Third Party Services supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the marketing, sales or other associated documentations; and
  - any and all liability in relation to such Third Party Services.
- The Client shall remain liable for any and all payments owed to OBT throughout this Agreement and until the end of the respective licence terms for such Third Party Services (the “Licence Fees”).
- It is a condition of this Agreement that the Client shall enter into such Licence Agreements and/or accept Third Party Terms issued by the Third Party where the Client must directly contract with that Third Party as so prescribed by the relevant OBTs of each Third Party Services identified within this Agreement and/or in the applicable Proposal. In the event the Client does not enter into or accept the terms of such Licence Agreements and/or Third Party Terms (whether directly contracted with OBT or the relevant Third Party OBT), OBT reserves the right to suspend the provision of the Services until such time as the Client enters into such Licence Agreement and/or accepts such Third Party Terms.
- The Client shall indemnify OBT against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by OBT in connection with any claim made against OBT for actual or alleged breach of such Licence Agreements and/or Third Party Terms.
- The Client acknowledges that it is responsible for ensuring that the Client’s Hardware, and operating software for such Hardware is compatible with the Third Party Services and OBT gives no warranty in relation thereto unless agreed otherwise in writing between the Parties in the Proposal.
- The Client acknowledges that all back up shall be the sole responsibility of the Client unless otherwise expressly agreed to by OBT in writing and set out as a service within the relevant Proposal.
FEES
- The Client shall pay OBT the Fees (including any for Third Party Services) as set out in the Proposal. Where these are based on the number of Subscription Users, such Fees shall be variable upon the terms set out in the Proposal.
- Where a Fee has been quoted, this is a best estimate based on the information given to OBT by the Client and/or which is available at that time and may be based on a number of assumptions set out in the Proposal (“Assumptions”). If it materialises that in OBT’s reasonable opinion, the information provided and/or Assumptions made are incorrect, inaccurate or have changed and/or that the proposed scope of Services is not feasible, OBT shall be entitled to charge (at OBT’s current rates) the Client for any Out of Scope Services or other additional Services provided to those detailed in the Proposal together with all related costs and expenses incurred by OBT.
- OBT shall invoice the Fees in accordance with the payment intervals stated in the Proposal.
- The Client shall pay each undisputed invoice for the Fees and Expenses in full and cleared funds (without deduction or set-off) within fourteen (14) days of the date of such invoice unless otherwise agreed in writing by OBT. In the event the Client pays by direct debit, the details of such direct debit payments shall be set out in the invoice. The Client shall pay each undisputed invoice for the Fees in full and cleared funds (without deduction or set-off). Expenses shall be invoiced separately.
- The Fees exclude:
  - actual, reasonable travel costs and expenses including airfares, hotels and meals incurred by OBT or its subcontractors in performance of the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Client for the Services (“Expenses”). OBT shall obtain the Client’s prior written approval before incurring any such expense, material or service exceeding a total cost of fifteen hundred pounds (£1,500) in the aggregate per day and shall be payable by the Client in accordance with Clause 4;
  - VAT or other relevant sales tax, which OBT shall add to its invoices at the appropriate rate.
- All payments by the Client hereunder shall be in United Kingdom pound sterling unless otherwise agreed by OBT in writing and shall be paid to OBT’s bank account as advised by OBT to the Client in writing.
- Should the Client be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the Agreement the Fees payable shall be increased by the amount of such tax to ensure that OBT receives a sum equal to the amount to be paid as set out in the Proposal.
- Without prejudice to any other remedy that OBT may have, if payment of the Fees or any part thereof is overdue then unless the Client has notified OBT in writing that such payment is in dispute within ten (10) days of the receipt of the corresponding invoice OBT may, without prejudice to any other rights or remedies, charge the Client interest on the overdue amount at the rate of four percent (4%) per annum above the base lending rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
- The Client shall not be able to dispute any amounts which have been paid by the Client after a period of three (3) months has elapsed from the date of invoice.
- OBT shall not be obliged to provide any of the Services while any duly issued invoice(s) remain unpaid, but should OBT choose to continue to do so, this shall not in any way be construed as a waiver of OBT’s rights or remedies.
- Subject to Clause ‎12 below, the Fees relating to the provision of Services shall increase on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.
- Notwithstanding and subject to Clause 11, OBT reserves the right, on giving the Client thirty (30) days’ notice (i) to increase any costs in line with any third party costs; and (ii) to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date. If the Client does not agree with the increase set out in Clause 8.12(ii), then they may terminate this Agreement upon thirty (30) days written notice and before such price increase takes effect. If OBT does not receive written notice within thirty (30) days, the Client is deemed to have agreed to the amendment to the Fees.
- In the event that the Client is in breach of its payment obligations under the Agreement then OBT shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach OBT shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. OBT shall have no liability or responsibility should the Services fail to comply with the Proposal as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
CONFIDENTIAL INFORMATION
- Each Party agrees and undertakes that it will treat all Confidential Information disclosed to it by the other Party in connection with the Services as strictly confidential and shall use it solely for the purpose intended by the Services and shall not, without the prior consent of the other Party, publish or otherwise disclose to any third party any such Confidential Information except for the purposes intended by the Proposal.
- To the extent necessary to implement the provisions of any Services, each Party may disclose Confidential Information to its Representative, in each case under the same conditions of confidentiality as set out in Clause 1.
- The obligations of confidentiality set out in this Clause ‎9 shall not apply to any information or matter which: (i) is in the public domain other than as a result of a breach of this Agreement; (ii) was in the possession of the receiving Party prior to the date of receipt from the disclosing Party or was rightfully acquired by the receiving Party from sources other than the disclosing Party; (iii) is required to be disclosed by law, or by a competent court, tribunal, securities exchange or regulatory or governmental body having jurisdiction over it wherever situated; or (iv) was independently developed by the receiving Party without use of or reference to the Confidential Information.
DATA PROTECTION
- For the purposes of this Clause ‎10, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Laws.
- Both Parties will comply with all applicable requirements of Applicable Data Protection Laws. This Clause ‎10 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under Applicable Data Protection Laws.
- The Parties have determined that, for the purposes of Applicable Data Protection Laws, OBT shall process the personal data set out in the Proposal, as a processor on behalf of the Client.
- Without prejudice to the generality of Clause 3, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to OBT for the duration and purposes of this Agreement.
- In relation to the Client Personal Data, the Proposal sets out the scope, nature and purpose of processing by OBT, the duration of the processing and the types of personal data and categories of data subject.
- Without prejudice to the generality of Clause ‎3 OBT shall, in relation to Client Personal Data:
  - process that Client Personal Data only on the documented instructions of the Client, which shall be to process that Client Personal Data for the purposes set out in the Proposal, unless OBT is required by Applicable Data Protection Laws to otherwise process that Client Personal Data. Where OBT is relying on Applicable Data Protection Laws as the basis for processing Client Personal Data, OBT shall notify the Client of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit OBT from so notifying the Client on important grounds of public interest. OBT shall inform the Client if, in the opinion of OBT, the instructions of the Client infringe Applicable Data Protection Laws;
  - implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  - ensure that any personnel engaged and authorised by OBT to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  - assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to OBT), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  - notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
  - at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless OBT is required by Applicable Data Protection Laws to continue to process that Client Personal Data. For the purposes of this Clause ‎6(f) Client Personal Data shall be considered deleted where it is put beyond further use by OBT; and
  - maintain records to demonstrate its compliance with this Clause ‎10 and allow for reasonable audits by the Client or the Client’s designated auditor, for this purpose, on reasonable written notice.
- The Client hereby provides its prior, general authorisation for OBT to:
  - appoint processors to process the Client Personal Data, provided that OBT:
    - shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on OBT in this Clause 10;
    - shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of OBT; and
    - shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to OBT’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify OBT for any Losses, damages, costs (including legal fees) and expenses suffered by OBT in accommodating the objection;
  - only transfer Client Personal Data outside of the UK as required for the Purpose, provided that OBT shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of OBT, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK Data Protection Laws apply to the transfer).
- OBT’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract insofar as it relates to the obligations set out in this Clause ‎10, or Applicable Data Protection Laws shall be limited to the amount set out in Clause 3.
- To the extent that OBT cannot comply with a change to the Client’s instructions when processing Personal Data without incurring material additional costs, OBT shall:
  - immediately inform the Client, giving full details of the problem;
  - cease all processing of the affected data (other than securely storing those data) until revised instructions are received; and
  - any changes in the Client’s instructions that affect the pricing structure or commercial relationship between the Parties should go through an appropriate Change Request (as set out in Clause ‎18).

INTELLECTUAL PROPERTY
- The Client acknowledges and agrees that unless otherwise expressly set out in a Proposal, OBT and/or its licensors own all Intellectual Property Rights in its (i) Background Materials; (ii) the Services and Deliverables; and (iii) ideas, concepts, techniques and know-how discovered, created or developed by OBT during the performance of the Services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (together the “OBT Intellectual Property”). Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the OBT Intellectual Property or any related documentation. OBT grants to the Client a non-exclusive, irrevocable, worldwide royalty free and non-transferable licence to use the OBT Intellectual Property insofar as is necessary for the provision of the Services.
- OBT confirms that it has all the rights in relation to the OBT Intellectual Property that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
- The Client may not, at any time including after termination of this Agreement, share any OBT Intellectual Property with any third party without OBT’s prior written consent. OBT may treat the Client’s breach of this Clause ‎11 as a breach of the Agreement.
- The Client shall pay and indemnify OBT, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by OBT, arising by reason of claims that (1) OBT’s possession of or use of the Client’s Intellectual Property Rights in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Client or any of its Clients, modify, alter, replace combine with any other data, code, documents or other software, which alters OBT’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
- OBT shall pay and indemnify the Client up to the limits set out in Clause 3, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by the Client, arising by reason of claims that (1) the Client’s possession of or use of OBT’s Intellectual Property in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) OBT, modifies, alters, replaces combines with any other data, code, documents or other software, which alters the Client’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
- If either Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) under this Clause 11, the Indemnified Party shall:
  - notify the Indemnifying Party in writing of any IPR Claim against it in respect of which it wishes to rely on the indemnity at Clause 11.4 or Clause 5 (as applicable);
  - allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
  - provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
  - not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
- If an IPR Claim is brought or in the reasonable opinion of OBT is likely to be made or brought, OBT may at its own expense ensure that the Client is still able to use the Deliverables by either:
  - modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Client, such acceptance not to be unreasonably withheld; or
  - procuring a license or permission to use the Deliverables on terms which are acceptable to the Client, such acceptance not to be unreasonably withheld.
- Except to the extent that OBT should reasonably have known or advised the Client the foregoing provisions of Clause 7, OBT shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from:
  - any use by or on behalf of the Client of the combination with any item not supplied or recommended by OBT where such use of the Deliverables directly gives rise to the claim, demand or action; or
  - any modification carried out on behalf of the Client to any item supplied by OBT under this Agreement if such modification is not authorised by OBT in writing where such modification directly gives rise to a claim, demands or action.

LICENCE OF SOFTWARE
- If the Software is included within the Services set out in the applicable Proposal, the terms of this Clause 12 shall apply.
- In consideration of the Fee paid by the Client to OBT, OBT grants to the Client a non-exclusive, revocable, worldwide, non-transferable licence for the duration of the applicable Proposal until terminated to use of the Software.
- In relation to scope of use:
  - for the purposes of Clause ‎2, use of the Software shall be restricted to use of the Software for the purpose of processing the Client’s data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client);
  - the Client may not use the Software other than as specified in Clause ‎2 and Clause 12.3(a) without the prior written consent of OBT, and the Client acknowledges that additional fees may be payable on any change of use approved by OBT.
- Except as expressly stated in this Clause 12, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless OBT is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request OBT to carry out such action or to provide such information (and shall meet OBT’s reasonable costs in providing that information) before undertaking any such reduction.
- The Client may not use any such information provided by OBT or obtained by the Client during any such reduction permitted under Clause 4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
- The Client shall not:
  - sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by OBT;
  - allow the Software to become the subject of any charge, lien or encumbrance; and
  - deal in any other manner with any or all of its rights and obligations under this Agreement,

without the prior written consent of OBT.

The Client shall:
- keep a complete and accurate record of the Client’s copying and disclosure of the Software and its usage, and produce such record to OBT on request from time to time;
- notify OBT as soon as it becomes aware of any unauthorised use of the Software by any person;
- pay, for increasing the Minimum Commitment to cover any Additional Usage, an amount equal to the fees which OBT would have levied (in accordance with its normal commercial terms then current) had it licensed any such Additional Usage on the date when such use commenced.
The Client shall permit OBT to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that OBT provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.
Any aspect of the Software may be updated at any time, provided that the core functionality of the Software will not be varied in a way that materially affects the Client’s use of the Software.
OBT may discontinue the Software under the applicable Proposal at any time, on prior written notice to the Client. All other Services under that Proposal shall continue in full effect.

LIABILITY
- This Clause 12 sets out the entire financial liability of each Party (including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of:
  - any breach of this Agreement; and
  - any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
- Nothing in this Agreement excludes or limits either Party’s liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation;
  - any other liability which cannot lawfully be excluded or limited.
- OBT’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), any indemnity restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to one hundred and twenty five percent (125%) of the price paid for the Services during the twelve (12) months preceding the date on which the claim arose.
- Except as expressly stated in Clause 2:
  - neither Party shall have any liability for any losses or damages which may be suffered by the other Party (or any person claiming under or through that Party), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
    - special damage even if the other Party was aware of the circumstances in which such special damage could arise;
    - loss of profits;
    - loss of anticipated savings;
    - loss of business opportunity;
    - wasted expenditure;
    - loss of goodwill;
    - loss of reputation;
    - loss or corruption of data.
  - Any indemnity set out in this Agreement shall not apply unless the Party claiming indemnification notifies (in writing) the other promptly of any matters in respect of which the indemnity may apply and of which the notifying Party has knowledge and gives the other Party full opportunity to control the response to and the defence of such claim; including without limitation, the right to accept or reject settlement offers and to participate in any litigation provided that in no event shall the indemnitor be liable for any settlement or compromise made without its consent, such consent not to be unreasonably withheld or delayed.

TERMINATION
- This Agreement shall commence on the Commencement Date and each Proposal shall commence on the Services Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties or earlier terminated in accordance with the provisions of this Agreement or of any Proposal as applicable. Thereafter, this Agreement and, unless stated otherwise in the relevant Proposal, each Proposal shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement or a Proposal (as the case may be) at the end of the Initial Term or Subsequent Term (as applicable).
- Notwithstanding any other rights the Parties have accrued under this Agreement, a Party may terminate the Engagement with immediate effect by giving written notice to the other Party if at any time:
  - the Client breaches its obligations in Clause ‎14;
  - the other Party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so;
  - the other Party breaches any of the terms of Clauses 9, 10 or 19;
  - the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  - is determined by HM Revenue & Customs to have Deemed Employment through the Engagement;
- If for any reason a contract between a Third Party and OBT relating to OBT’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Proposal (as the case may be) shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement or applicable Proposal shall operate only in so far as it relates to such Third Party Services.
- Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
OBLIGATIONS ON TERMINATION
- On termination of this Agreement for any reason:
  - OBT shall immediately cease provision of the Services;
  - the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Initial Term or the Subsequent Term (as applicable); (2) any Licence Fees as set out under Clause 7.2; and (3) any termination fees that OBT incurs from any of its Third Parties as a consequence of such early termination. OBT OBT shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by OBT and the Client shall not hold OBT responsible if its incurs full termination fees;
  - all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences;
  - for metered Products billed periodically based on usage, the Client must immediately pay for unpaid usage as of the termination date; and
  - each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party.
- Upon termination of this Agreement or a specific Proposal for any reason OBT will provide to the Client and / or to any new supplier selected by the Client (the “Successor Service Provider”) such assistance as reasonably requested by the Client in order to effect the orderly transition of the applicable Services, in whole or in part, to the Client or to Successor Service Provider (such assistance shall be known as the “Termination Assistance Services”) during any period of notice of termination (the “Termination Assistance Period”). Any Termination Assistance Services required by the Client for the transition of Services during the Termination Assistance Period shall be provided by OBT at its then current time and materials Rate for such period of time and upon such terms as shall be mutually agreed.
FORCE MAJEURE
- OBT shall have no liability to the Client under this Agreement and the Client shall have no obligation to pay the Fees if OBT is prevented from, or delayed in, performing its obligations under this Agreement, or from carrying on its business, by an event of Force Majeure except to the extent that OBT could reasonably have avoided such circumstances by fulfilling its obligations in accordance with the terms of this Agreement or otherwise exercising the level of diligence that could reasonably have been expected of it (having exercised Good Industry Practice) including strikes, computer viruses and malware, pandemics, epidemics, lock-outs or other industrial disputes (excluding any industrial disputes involving the workforce of OBT), act of God, war, riot, civil commotion, compliance with any law or regulation, fire, flood or storm (each a “Force Majeure Event”), provided that:
  - the Client is notified of such an event and its expected duration; and
  - OBT uses all reasonable endeavours to mitigate, overcome or minimise the effects of the event of Force Majeure concerned,

and that if the period of delay or non-performance continues for twelve (12) weeks or more, the Party not affected may terminate this Agreement by giving fourteen (14) days’ written notice to the other Party.

STAFF TRANSFER AND NON-SOLICITATION
- It is not intended that any staff be transferred from OBT to the Client or from the Client to OBT pursuant to this Agreement or that any ‘relevant transfer’ occur for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“Regulations”).
- The Client shall not solicit OBT’s staff or contractors who have been employed or engaged in the Services or the performance of this Agreement during the lifetime of this Agreement and for a period of twelve (12) months thereafter. For the purposes of this Clause 16 ‘solicit’ means the soliciting of such person with a view to engaging such person as an employee, director, sub‑contractor or independent contractor.
- In the event that the Client is in breach of Clause 2 above then the Client shall pay to OBT by way of liquidated damages an amount equal to one hundred percent (100%) of the gross annual budgeted fee income (as at the time of the breach or when such person was last in the service of the relevant party) of the person so employed or engaged. This provision shall be without prejudice to OBT’s ability to seek injunctive relief.
- OBT hereby acknowledge and agree that the formula specified in Clause 3 above is a reasonable estimate of the loss which would be incurred by the loss of the person so employed or engaged.
RELIEF EVENTS

Subject to Clause 12.2, and notwithstanding any other provision of this Agreement, OBT shall have no liability for failure to perform the Services or its other obligations under this Agreement if it is prevented, hindered or delayed in doing so as a result of any Relief Event.

CHANGE REQUESTS
- Either Party may request changes to any Services (in each case, a “Change Request”). Any Change Request shall be made in writing and sent to the Client Representatives or OBT Representative (as appropriate) and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change.
- Where the Parties propose a Change Request OBT shall provide a written estimate of the likely time required to implement the change, any necessary variations to the charges as a result of the change, the likely effect of the change on the Services; and any other impact of the change on the terms of this Agreement. The Client shall notify OBT whether it accepts or reasonably rejects the Change Request within five (5) Business Days of its receipt of the written estimate.
- Until such time as a Change Request has been agreed to by the Parties, the Parties shall continue to perform their respective obligations under the Proposal without taking into account the Change Request. Once duly agreed by both Parties, the Change Request shall be deemed incorporated into Agreement and the Proposal and OBT shall commence performance of the Change Request accordingly.
- Neither Party shall be required to accept any Change Request made by the other Party and shall not be bound by the Change Request unless it has been agreed in writing as set out above.
- Unless otherwise agreed in writing, OBT shall be entitled to charge the Client at OBT’s then current Rates for investigating, reporting on and, if appropriate, implementing any Change Request requested by the Client.
ANTI-BRIBERY AND MODERN SLAVERY
- OBT shall:
  - comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);
  - promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by OBT in connection with the performance of this Agreement.
- OBT shall procure that any person associated with OBT, who is performing services in connection with this Agreement, adheres to terms equivalent to those imposed on OBT in this Clause ‎19 (“Relevant Terms”). OBT shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Client for any breach by such persons of any of the Relevant Terms.
- For the purpose of this Clause 19, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively.
- In performing its obligations under this Agreement, OBT shall:
  - comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force the Modern Slavery Act 2015; and
  - not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

WAIVER

No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

SEVERANCE
- If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
- If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.
ASSIGNMENT
- The Client shall not without the prior written consent of OBT (such consent not to be unreasonably withheld or delayed) assign, transfer, charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
- OBT may assign, transfer, charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, or sub-contract any or all of its obligations under this Agreement, without the prior written consent of the Client.
STATUS
- The relationship of OBT to the Client will be that of independent contractor and nothing in this Agreement shall render it an employee, worker, agent or partner of the Client and OBT shall not hold itself out as such.
NOTICES
- Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post or other next working day delivery service, at its registered office (if a company) or (in any other case) its principal place of business, or (b) sent by email to the address for each Party set out in the Proposal
- Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service,; or (b) if delivered by email, one Business Day after transmission.
- This Clause 24 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.
- Each Party shall as soon as reasonably practicable notify the other of any change to their contact details.
ENTIRE AGREEMENT
- This Agreement (and the Proposals, Third Party Terms, Licence Agreements and the Customer Agreement) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
- Each Party acknowledges that in entering into this Agreement 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 this Agreement.
- Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
THIRD PARTY RIGHTS

Except as expressly provided elsewhere in this Agreement, , except for a Party’s successors, permitted assigns and Microsoft (in respect of enforcing the terms of the Customer Agreement), a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

DISPUTE RESOLUTION
- If a dispute arises under this Agreement (“Dispute”), including any Dispute arising out of any amount due to a Party hereto, then before bringing any suit, action or proceeding in connection with such Dispute, a Party must first give written notice of the Dispute to the other Party describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).
- If the Parties are unable to resolve the Dispute within thirty (30) calendar days of delivery of the Dispute Notice, then each Party will promptly (but no later than five (5) Business Days thereafter):
- appoint a designated representative who has sufficient authority to settle the Dispute and who is at a higher management level than the person with direct responsibility for the administration of this Agreement (“Designated Representative”); and
- notify the other Party in writing of the name and contact information of such Designated Representative.
- The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one Party to the other Party will be honoured.
- If the Parties are unable to resolve the Dispute within thirty (30) calendar days after the appointment of both Designated Representatives, then either Party may proceed with any other available remedy.
GOVERNING LAW AND JURISDICTION
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Managed Services Terms

Interpretation
- Except as defined in these Managed Services Terms, capitalised terms shall have the meanings given to them in the Agreement.
- In the event of conflict with these Managed Services Terms and the Agreement, the provisions in these terms shall take precedence and in the event of a conflict with the terms of these terms and the applicable Proposal, the provisions of the applicable Proposal shall take precedence over these Managed Services Terms.
Managed Services
- The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services.
- The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by OBT in writing. This includes informing OBT promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, OBT will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
- The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Proposal or as otherwise agreed by the Suppler in writing.
- The Client acknowledges that certain conditions outside of OBT’s control may adversely impact the ability of OBT to perform functions of the Managed Services. Examples of such conditions are listed below:
  - failure of Client Hardware, software or operating system;
  - partial or full failure of Third Party Services;
  - network connectivity issues between Local System Components and OBT’s platform;
  - network connectivity issues between Local System Components and its third party’s servers.
- OBT reserves the right to:
  - modify OBT’s System, its network, system configurations or routing configuration; or
- modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network,
- provided that this has no adverse effect on OBT’s obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, OBT shall notify the Client and the Parties shall follow the Change Request.
- If OBT breaches its obligations in paragraph 2.1 of these Managed Services Terms, OBT shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.
- The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
- OBT may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if OBT in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, OBT will provide the Client notice of what actions the Client must take to reinstate the Managed Services. If the Client fails to take such actions within a reasonable time, OBT may terminate the applicable Managed Service.
- OBT is entitled to amend the terms of the Agreement and these Managed Services Terms in order to reflect any changes and updates received from its Third Parties or otherwise if OBT has reasonable grounds for such amendment. Hereunder, OBT may reasonably change prices, contents of the Managed Services, service hours or service levels.
Responsibilities of OBT
- Notwithstanding the foregoing, OBT does not warrant that the Client’s use of the Managed Services will be:
  - free from faults, interruptions or errors;
  - available one hundred percent (100%) of the time.
- In relation to the Managed Services specifically, OBT shall:
  - staff OBT support desk with a team of skilled individuals (whether subcontracted or not);
  - maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution;
  - maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution;
  - where agreed, undertake a regular account review, to discuss the Client’s service needs and ensure that the Agreement is in alignment with its needs;
  - use commercially reasonable endeavours to follow the instructions of the Client and will remain courteous during any communications with Client personnel; and
  - provide the Client with reasonable co-operation in relation to the Agreement.
- OBT shall be under no obligation to provide the Managed Services to the Client in the following circumstances (unless specified under the Proposal):
  - unauthorised use of the Services by the Client or use otherwise than in accordance with the Agreement;
  - providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing;
  - providing any other services not covered herein;
  - training; and
  - providing the Managed Services to the Client where such support would have been unnecessary if the Client had implemented update(s) and upgrade(s) supplied or offered to the Client.
- OBT does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst OBT will use reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, OBT cannot guarantee that such events will not occur. Accordingly, OBT disclaims any and all liability resulting from or related to such events.
Responsibilities of the Client
- The Client shall (unless otherwise specified in the Proposal or as otherwise set out in the Agreement):
  - permit OBT to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
  - in relation to software not supplied by OBT, promptly install current versions when upgrades or fixes occur;
  - provide OBT at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, OBT will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard rates.
- The Client shall not access, store, distribute or transmit any material through the Managed Services that:
  - is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
  - facilitates illegal activity;
  - depicts sexually explicit images; and/or
  - promotes unlawful violence;
  - is discriminatory based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment;
  - is otherwise illegal or causes damage or injury to any person or property,

and OBT reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this paragraph.

Security
- OBT shall ensure that appropriate safety and security systems and procedures are maintained and enforced to prevent unauthorised access or damage to any and all Managed Services, OBT’s System and related networks or resources and the Client Data, in accordance with Good Industry Practice. OBT shall not be liable for any unauthorised access unless it arises directly as a result of OBT’s negligence (subject to the Client also taking reasonable measures to prevent unauthorised access).
- Each Party shall promptly inform the other if it suspects or uncovers any breach of security, and shall use all commercially reasonable endeavours to promptly remedy such breach.
Warranties
- The Client warrants:
  - that OBT’s use in the provision of the Managed Services or otherwise in connection with the Agreement of any Third Party materials, including any Hardware supplied by the Client to OBT for use in the provision of the Managed Services or otherwise in connection with the Agreement, shall not cause OBT to infringe the rights, including any Intellectual Property Rights, of any third party;
  - it will comply with and use the Managed Services in accordance with the terms of the Agreement and all Applicable Laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to Applicable Laws or in breach of the Customer Agreement.
- OBT is not responsible or liable for the deletion of or failure to store any Client Data and other communications maintained or transmitted through the use of the Managed Services or Products.
- OBT does not warrant uninterrupted or error-free operation of the Managed Services and Products. Unless otherwise agreed in writing, the Managed Services and Products are designed, manufactured and intended for low-risk activities.
- The Client acknowledges and accepts that where the Products are provided by Microsoft or a Third Party and that any representations or warranties regarding the use of the Products is set out in the Customer Agreement, applicable Licence Agreement or Third Party Terms (as applicable). OBT has no responsibility for the suitability, availability, functionality or otherwise regarding the Managed Services and Products.
- The warranties provided in these Managed Services Terms are the exclusive warranties from OBT in relation to the Managed Services.
Limitation of Liability
- Subject to Clause 12.2 of the Agreement, the Service Level Arrangements state the Client’s full and exclusive right and remedy, and OBT’s only obligation and liability, in respect of the performance and availability of the Managed Services, or their non-performance and non-availability.
- Except as expressly and specifically provided in the Agreement, the Client assumes sole responsibility for results obtained from the use of the Managed Services, and for conclusions drawn from such use. OBT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to OBT by the Client in connection with the Managed Services, or any actions taken by OBT at the Client’s direction.

Schedule 2 – Professional Services Terms

Definitions
- The following definitions in this paragraph 1 apply in these Professional Services Terms (Professional Services).

Acceptance Criteria: the acceptance criteria as specified in paragraph 2.2 of these Professional Services Terms or referred to in a Proposal or as otherwise agreed by the Parties expressly in writing after the date of the Proposal against which the Acceptance Tests are to be carried out to determine whether the Deliverables meet the Proposal, are satisfactory and ready to be invoiced.

Acceptance Tests: the acceptance tests as specified or referred to in the Proposal or as agreed between the Parties, to be undertaken to determine whether the Deliverables meet the Acceptance Criteria.

Issues List: a written list of the non-conformities to the Acceptance Criteria for a specific Deliverable.

Except as defined in these Professional Services Terms, capitalised terms shall have the meanings given to them in the Agreement.
In the event of conflict with the terms of Professional Services Terms and the Agreement, the provisions in these Professional Services Terms shall take precedence and in the event of a conflict with the terms of these Professional Services Terms and the applicable Proposal, the provisions of the applicable Proposal shall take precedence over these Professional Services Terms.

Acceptance of the Professional Services
- The relevant Proposal shall specify the Deliverables or Services (as the case may be) that are to be subject to Acceptance Testing and provide a framework for the nature of the testing that will be required.
- In relation to any Acceptance Testing:
  - The Client shall have a reasonable period of time, up to five (5) Business Days unless otherwise specified in the Proposal, from OBT’s delivery of each Deliverable under the relevant Proposal (the “Acceptance Period”) to confirm that such Deliverable conforms to the acceptance criteria as agreed between the Parties (collectively, the “Acceptance Criteria”). If the Client determines that a Deliverable does not conform to the Acceptance Criteria, the Client shall by the last day of the Acceptance Period provide to OBT an Issues List of the non-conformities to the Acceptance Criteria.
  - The Client shall use best efforts to correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance Tests and shall notify OBT within the Acceptance Period (as defined in paragraph 2.2 (a) of these Professional Services Terms) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Client has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under these Professional Services Terms such Deliverable shall be deemed accepted as if the Client had issued a written acceptance thereof. Once the Deliverable has been accepted by the Client and payment has been settled in accordance with Clause 8. of the Agreement, the Deliverable shall become the property of the Client. For the avoidance of doubt, should any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to OBT during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in paragraph 2.2 (d) of these Professional Services Terms below.
  - If:
    - the Client does not provide any written comments in the initial period described in paragraph 2.2(a) above;
    - commences live running of the whole or part of such Deliverable other than in the course of undertaking Acceptance Testing; or
    - if Deliverables or Services are found to conform with the Proposal;

then in each case the Service or Deliverable shall be deemed accepted from the date of the notification by OBT pursuant to paragraph 2.2(a).

If there are any non-conformities within any Deliverable, which have been highlighted by Client or OBT during the Acceptance Period and whereby the Deliverable has not been accepted by the Client for this reason and such non-conformity is a directly attributable act or omission on the part of OBT (and not subject to a Change Request or attributable to the Client’s acts or omissions including inadequate Acceptance Testing) OBT shall (without prejudice to the Client’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified.
If any non-conformity cannot be remedied by OBT due to an error, defect or fault which OBT is able to demonstrate to the reasonable satisfaction of the Client to be outside OBT’s control and which has disabled OBT’s ability to remedy such non-conformity, then OBT reserves the right to terminate work on that specific Deliverable. OBT agrees not to charge Client, any amounts paid or payable by Client to OBT which specifically relate to the non-conforming Deliverable which cannot be remedied.

Marketplace Terms & Conditions

Background

OBT has developed and will provide the Services (each as defined below).
The Client (as defined below) wishes to use OBT’s Services in its business operations.
OBT has agreed to provide, and the Client has agreed to take and pay for, the Services, subject to the terms and conditions of this Agreement.

Agreed terms

INTERPRETATION
- The following definitions and rules of interpretation apply in this Agreement (unless the context requires otherwise).

Acceptable Use Policy: any acceptable use policy set out in the Order or as otherwise) notified by OBT to the Client and as amended from time to time.

Agreement: these terms and conditions in this agreement (including the Managed Services Terms, the Professional Services Terms, along with the Order, any quotes and any other documents agreed between the Parties in writing.

Applicable Data Protection Laws:
1. To the extent the UK data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
2. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which OBT is subject, which relates to the protection of personal data.
Assumptions: has the meaning given in Clause 7.3.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business System: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Client or its agents or contractors.
Client: the client as identified in the Proposal.
Client Personal Data: any personal data which OBT processes in connection with this Agreement, in the capacity of a processor on behalf of the Client.

Client Site: the locations where the Services are provided as identified in the Proposal.

Client-side Equipment: any equipment located or to be located on a Client Site but controlled or to be controlled exclusively by OBT as part of the Services.

Commencement Date: the date of the applicable Order.
Commissioner: the Information Commissioner (see section 114, DPA 2018).
Confidential Information: all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together, its “Representatives”) to the other Party and that Party’s Representatives in connection with this Agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Document: means, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Fees: the fees payable to OBT, as described in the Order or as otherwise agreed in writing as may be varied from time to time pursuant to the terms of this Agreement.
Force Majeure: has the meaning given in Clause 14.
Good Industry Practice: the standards of a skilled and experienced provider of services similar or identical to the applicable services, having regard to factors such as the nature and size of the Parties, the type of service, the service levels, the term, the pricing structure and any other relevant factors.

Initial Term: the initial subscription period set out on the applicable Order.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off 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.

Licence of Software Terms: the terms and conditions relating to the licence of the Software as set out in schedule 1.

Managed Services: the services described in the Proposal to be performed by OBT in accordance with this Agreement.

Managed Services Terms: the terms and conditions relating to the provision of the Managed Services as set out in Schedule 2.

Microsoft Marketplace: the Microsoft AppSource or Azure Marketplace.

Normal Business Hours: 9.00 am to 5.30 pm local UK time on Business Days unless otherwise set out in a Proposal.

OBT: OBT Live Ltd incorporated and registered in England and Wales with company number 14849778 whose registered office is at Edward Pavilion, Albert Dock, Liverpool, England, L3 4AF.
OBT’s System: the system to be used by OBT in performing the Managed Services, including the Hardware, any Third Party Services, the Client-side Equipment and communications links between the Hardware and the Client-side Equipment and the Client’s Operating Environment.

Out of Scope: those out of scope services specified as such in the Proposal together with any other services which are not detailed in the Proposal.

Party: the Client or OBT (as applicable) and collectively referred to as the “Parties”.

Product(s): the Microsoft or other Third Party Services, tools, software, hardware, or professional support or consulting services provided under the terms of the Customer Agreement, applicable Third Party Terms or as otherwise agreed between the Parties.

Professional Services: the services described in the Proposal to be performed by OBT in accordance with this Agreement.

Professional Services Terms: the terms and conditions relating to the provision of the Professional Services as set out Schedule 3.

Order: means the ordering document used to transact the Services via the Microsoft Marketplace or other documentation agreed in writing between the Parties which sets out the Services and which incorporates the terms and conditions of this Agreement.

Purpose: the purposes for which the Client Personal Data is processed, as set out in the Order.

Relief Events: the following events:

(a) any failure by the Client to comply with its obligations under this Agreement;

(d) any telecommunications network defect, delay or failure or failure of the Client’s hardware or other systems; or

(e) any of the causes or events set out in Clause 10.6.

Service Level Arrangements or SLA: any service level arrangements set out in the Order.

Services: the services as described in the Order or as otherwise agreed in writing as may be varied from time to time pursuant to the terms of this Agreement.

Software: the proprietary software which is owned by OBT and which is licensed to the Client during the term of this Agreement as set out in the Order.

Subsequent Term: twelve (12) months commencing on the last day of the Initial Term or previous Subsequent Term.

Term: the Initial Term and any Subsequent Term, as applicable.

Third Party: any third party that supplies Third Party Services to OBT and/or the Client (as the case may be) during the provision of the Services.

Third Party Services: any services, goods, code or software programs written or provided by a Third Party which are used by the Client during the provision of the Services.

Third Party Terms: any terms and conditions relating to Third Party Services, including all agreements that may have to be entered into by OBT and/or the Client in respect of Third Party Services used..
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

The headings in this Agreement are inserted for convenience only and shall not affect its construction.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
In the event of any conflict or inconsistency between the Clauses of this Agreement, the Schedules, the Order, and the Customer Agreement / Third Party Terms (including any changes or variations to each), the following order of precedence shall apply (in decreasing order) to the extent of such conflict or inconsistency:
- the Order;
- the Customer Agreement / Third Party Terms, to the extent applicable to the Services;
- the Schedules;
- the Clauses

PROVISION OF SERVICES
- The Client agrees to the terms of this Agreement when submitting an Order through the Microsoft Marketplace. The terms of this Agreement shall govern the Client’s use of OBT’s Services purchased through the Microsoft Marketplace.
- Where the Services include:
  - the licence of the Software, the provisions of the Licence of Software Terms shall apply in addition to the Clauses;
  - the supply of Managed Services, the provisions of the Managed Services Terms shall apply in addition to the Clauses; and
  - the supply of Professional Services, the provisions of the Professional Services Terms shall apply in addition to the Clauses.
- This Agreement shall (i) be in substitution for any prior oral or other prior arrangements between OBT and the Client in connection with the purchase of the relevant Services; and (ii) prevail over any of the Client’s inconsistent terms or conditions contained in, or referenced in, any order confirmation or other acknowledgement, quotation, purchase order(s), delivery note, invoice or similar document or implied by law, trade custom or practice.
- As long as there is no material adverse effect on the quality or performance of the Services, OBT can make any changes (without prior notice unless prohibited by applicable law) to the Agreement or Orders which are required to conform with any applicable safety, regulatory or other statutory requirement, or any Third Party request that OBT is required to flow down to the Client.

2.5 Any quote and/or private offer made on the Microsoft Marketplace by OBT is valid for a period of thirty (30) days from its date of issue unless otherwise agreed by OBT in writing.

OBT DUTIES AND OBLIGATIONS
- OBT shall:
  - provide the Services, including the Deliverables, with due care, skill and ability and in accordance with Good Industry Practice; and
  - use its commercially reasonable endeavours to complete any Deliverables within any timescales set out in the Order but any such dates shall be estimates only.
  - use its reasonable endeavours to ensure that they are available on reasonable notice to provide such assistance or information as the Client may reasonably require.
- Unless they have been specifically authorised to do so by the Client in writing:
  - OBT shall not have any authority to incur any expenditure in the name of or for the account of the Client; and
  - OBT shall not hold itself out as having authority to bind the Client.
- OBT may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services.
CIENT DUTIES AND OBLIGATIONS
- The Client shall:
  - adhere to any Acceptable Use Policy;
  - make the Client’s Operating Environment and Client-side Equipment, required to provide the Services, accessible to OBT support staff, enable logons or passwords required for such support staff and provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
  - ensure it has suitable licences in place for any third party software required (which is not issued or procured by OBT) to allow OBT and its subcontractors (if applicable) full use in relation to the Services provided;
  - not use the Services to receive, store or transmit material or data that is obscene, threatening, offensive, discriminatory, defamatory or in breach of confidence, infringes Intellectual Property Rights or other rights, gives rise to any cause of action against OBT in any jurisdiction or is otherwise unlawful, and OBT reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this sub-clause;
  - allow OBT or its designated subcontractors (if applicable) and third parties, continuous global admin access to the Client’s relevant servers and networking systems from a user account dedicated to OBT for the duration of the Agreement;
  - where a Microsoft Cloud service is deployed / utilised within the project (Azure or Office365) OBT will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and/or Digital Partner of Record (DPOR) and/or Transacting Partner of Record (TPOR) and/or Partner Admin Link (PAL) and/or given Delegated Administration Privileges (DAP) and/or Granular Delegated Admin Privileges (GDAP) and/or Admin on Behalf of (AOBO)for a minimum of twelve (12) months from project completion date. For the avoidance of doubt, in the event Microsoft adds to, updates and/or replaces any of the foregoing designations, this Clause 1(f) will apply to any such added, updated and/or replaced designations from time to time;
  - in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (“POE”) within seven (7) days of the date of issue by Microsoft. In the event that the Client does not return the POE within the seven (7) days’ notice period, OBT may be entitled to charge the Client the amounts directly and the Client shall follow the payment terms in this Agreement;
  - provide all information and make available all resources as reasonably requested by OBT in the execution of its obligations under this Agreement;
  - use all reasonable efforts to follow the reasonable instructions of OBT support personnel with respect to the resolution of defects;
  - agree that if, in the course of performing the Services, it is reasonably necessary for OBT’s performance of its obligations under an Order for OBT to access or use any equipment, software or data of the Client (or which is in the possession of the Client) then it shall where it is able to do so grant to OBT and any of its subcontractors a non‑exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services.
  - use the Services only for lawful purposes and in accordance with this Agreement;
  - keep secure from third parties any passwords issued to the Client by OBT;
  - keep and maintain all materials, equipment, documents and other property of or provided by OBT which are for the time being at the Client’s Site in safe custody at the Client’s own risk and maintain them in good condition until returned to OBT and not dispose of or use them otherwise than in accordance with OBT’s written instructions or authorisation;
  - fully virus-check all data supplied to OBT pursuant to this Agreement;
  - comply with all applicable laws and regulations with respect to its activities under this Agreement; and
  - carry out all other Client responsibilities set out in this Agreement and the Order in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the Parties, OBT may adjust any timetable or delivery schedule set out in this Agreement as reasonably necessary.
- OBT shall not be liable for any delays or claims of whatsoever nature, which result, directly or indirectly, from the failure by the Client to comply with the reasonable requests of OBT or the breach by the Client of any provision of this Agreement.
WARRANTIES AND SERVICE LEVELS
- OBT warrants that:
  - it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of OBT;
  - it owns or has obtained valid licences, consents, permissions and rights to enable OBT to comply with this Agreement and to use any of the Intellectual Property Rights necessary for the fulfilment of all its obligations under this Agreement including for the Client’s use and receipt of the Services, and OBT shall not breach the provisions of any such necessary licences, consents, permissions and rights or cause the same to be breached;
  - it will comply with all Applicable Laws in performing its obligations under this Agreement; and
  - the Client’s use of OBT materials shall not cause the Client to infringe the rights, including any Intellectual Property Rights, of any third party.
- Except for any warranties and service levels expressly set forth in this Agreement, the Services are provided on an “as is” basis, and Client’s use of the Services is at its own risk. OBT does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
- The Client warrants that:
  - it has the full capacity and authority to enter into and perform this Agreement and that this Agreement is executed by a duly authorised representative of the Client;
  - it has not been induced to enter into this Agreement by any prior representations, nor has it relied on any oral representation made by OBT or upon any descriptions, illustrations or specifications contained in any catalogues and publicity material produced by OBT;
  - it has the authority to grant any rights to be granted to OBT under this Agreement;
  - it owns or has obtained valid licences, consents, permissions and rights to use, and where necessary to licence to OBT and any of its subcontractors, any materials reasonably necessary for the fulfilment of all its obligations under this Agreement;
  - it will comply with all Applicable Laws in performing its obligations under this Agreement; and
  - OBT’s use in the provision of the Managed Services or otherwise in connection with this Agreement of any Third Party materials, including any Hardware or other Client Hardware supplied by the Client to OBT for use in the provision of the Managed Services or otherwise in connection with this Agreement, shall not cause OBT to infringe the rights, including any Intellectual Property Rights, of any third party.
- In the event that a defect, fault or impairment in the provision of the Service(s) causes a service interruption and OBT becomes aware of this either through the Client giving notification to OBT of such default, fault or impairment, or as a result of OBT’s monitoring, then OBT shall use its commercially reasonable endeavours to resolve that defect, fault or impairment as more fully set out in the Order and to the extent it reasonably can.
- If OBT determines in its reasonable opinion that such a defect, fault or impairment results directly or indirectly from: (i) the negligence, act, omission, or default of the Client or user, (ii) the Client’s breach of this Agreement, or (iii) the operation, failure or malfunction of any network, equipment, hardware or software owned or controlled by the Client or (iv) any third party action in response to an act or omission of the Client or any person given access to the Service by the Client (including third party hosted software vendors) then OBT may recover from the Client all reasonable costs to be incurred by it or on its’ behalf in connection with the remedy of such defect, fault or impairment. Therefore, for the avoidance of doubt, OBT can make no commitment to fix any fault and time is not of the essence.
- Unless otherwise agreed or set out in the Order (as forming part of the Service) if the Client accesses the Services through the public internet or through a private circuit provisioned by a bandwidth provider of the Client’s choice, the Client assumes responsibility for managing the relationship with this chosen provider, including service level commitments for issues found to be in the chosen provider’s network.
- If the Client moves from one Client Site to another site or makes changes to any Client Site or opens a new location to be added to the Client Sites, the Client must notify OBT in advance. OBT may need to carry out an inspection of any cabling and advise the Client of any work to bring the IT Infrastructure up to standard operating conditions at the new location in order to remain eligible for coverage. OBT will provide a quote if it is to provide additional resources or services in the case of any change at the Client Sites or new Client Sites for including as part of the Fees.
- OBT will request approval from the Client’s Representatives before making any significant changes to the Services. OBT will arrange any Scheduled Downtime in advance with the Client’s Representatives. OBT is not responsible for Unscheduled Downtime that is due to anything outside OBT’s control and OBT and its subcontractors may suspend some or all of the Services in order to carry out scheduled or emergency maintenance or repairs.
- OBT will carry out network management routines to test the operations and functions of the relevant Services from time to time, notifying the Client in advance.
- OBT reserves the right to take any action that it perceives necessary to protect the Client’s systems even though this may impact on the Client’s business activities. OBT will make reasonable endeavours to inform the Client by telephone or email in advance of such action, but such action will not be dependent on such notification having been given or acknowledged.
- The Service Level Arrangements (if applicable) are specific to directly provided Services of OBT and do not relate to Third Party Services (of which such Third Party Services will be governed by their own relevant service levels).
- Save only as may be provided for otherwise under any Order, OBT makes no warranty or representation of any data backup with the Services. The Client is responsible for all database and/or system back-ups.
- OBT shall not in any circumstances be liable under its obligations in this Clause 5 if it can demonstrate that any failure of the Services was caused or contributed to by any Relief Event.
- Notwithstanding the foregoing, OBT does not warrant that the Client’s use of the Services will be uninterrupted or error-free.
THIRD PARTY SERVICES
- Third Party Services may be incorporated within the Services and the use of any such Third Party Services shall be subject to the relevant Third Party Terms (as the case may be). The Client agrees and acknowledges the terms of the applicable Third Party Terms and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event that Third Party Terms and/or the Customer Agreement are not applicable to the Services being received or delivered by OBT to the Client under this Agreement, such agreements shall not apply. If the Client does not accept the Third Party Terms, OBT reserves the right to suspend the provision of the Services until such time as the Client accepts such Third Party Terms.
- The Client acknowledges that OBT will collect, generate and deliver to Microsoft (and/or any other Third Party Services provider incorporated into the Services) all data related to the Client’s use of the Third Party Services.
- The Client agrees to pay for all usage of Third Party Services and is responsible for monitoring its usage. If for the avoidance of doubt, the Client utilises the applicable Third Party Services in excess of any cap on usage, the Client shall pay to OBT the Fees and other expenses in accordance with its actual use.
- OBT expressly excludes:
  - any warranty to the Client that the Third Party Services supplied or licensed under this Agreement will operate substantially in accordance with, and perform, the material functions and features as set out in the marketing, sales or other associated documentations; and
  - any and all liability in relation to such Third Party Services.
- OBT may treat the Client’s breach of the Third Party Terms as a breach of this Agreement. The Client shall indemnify OBT against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by OBT in connection with any claim made against OBT for actual or alleged breach of such Third Party Terms.
- The Client acknowledges that it is responsible for ensuring that the Client’s Hardware, and operating software for such Hardware is compatible with the Third Party Services and OBT gives no warranty in relation thereto unless agreed otherwise in writing between the Parties in the Order.
- The Client acknowledges that all back up shall be the sole responsibility of the Client unless otherwise expressly agreed to by OBT in writing and set out as a service within the relevant Order.
FEES
- The Client shall:
  - in the event that the pricing model is classified by Microsoft as being one where Microsoft will act as the agent of OBT and is responsible for all billing, payment and collection, pay Microsoft the Fees in full (without deduction or set-off) as set out in the Order without undue delay and in any event within any timeframes specified by Microsoft as part of the billing process; or
  - in all other circumstances, OBT shall invoice for the Fees in full (without deduction or set-off) in accordance with the payment intervals stated in the Order within fourteen (14) days of the applicable invoice.
- Where Fees are payable to Microsoft, and the Client does not pay the Fees to Microsoft within the timeframe and billing schedule stipulated by Microsoft, OBT may recover payment of the Fees directly from the Client. If Microsoft determine the Fees to be ‘non-collectable’, this shall in no way affect OBT’s rights pursuant to this Clause to receive payment of the Fees from the Client for the Services provided.
- Where a Fee has been quoted, this is a best estimate based on the information given to OBT by the Client and/or which is available at that time and may be based on a number of assumptions set out in the Order (“Assumptions”). If it materialises that in OBT’s reasonable opinion, the information provided and/or Assumptions made are incorrect, inaccurate or have changed and/or that the proposed scope of Services is not feasible, OBT shall be entitled to charge (at OBT’s current rates) the Client for any Out of Scope Services or other additional Services provided to those detailed in the Order together with all related costs and expenses incurred by OBT.
- The Fees exclude VAT or other relevant sales tax, which OBT shall add to its invoices at the appropriate rate.
- All payments by the Client hereunder shall be in United Kingdom pound sterling unless otherwise agreed by OBT in writing.
- Should the Client be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the Agreement the Fees payable shall be increased by the amount of such tax to ensure that OBT receives a sum equal to the amount to be paid as set out in the Order.
- If OBT has not received payment of the Fees and it is required to take action to recover these from the Client pursuant to Clause 2 or the Client fails to make payment to OBT pursuant to Clause 7.1(b), without prejudice to any other remedy that OBT may have, OBT may charge the Client interest on the overdue amount at the rate of four percent (4%) per annum above the base lending rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date (if pursuant to Clause 7.2, the due date shall start from the date the Fees were due to be paid to Microsoft) until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount and any costs incurred by OBT as a result of OBT or Microsoft pursuing the Client for overdue payment of the Fees.
- The Client shall not be able to dispute any amounts which have been paid by the Client after a period of three (3) months has elapsed from the date of invoice (whether such was raised by Microsoft or OBT).
- OBT shall not be obliged to provide any of the Services while any duly issued invoice(s) remain unpaid, but should OBT choose to continue to do so, this shall not in any way be construed as a waiver of OBT’s rights or remedies.
- Subject to Clause ‎11 below, the Fees relating to the provision of Services shall increase on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Retail Prices Index in the preceding 12-month period.
- Notwithstanding and subject to Clause 10, OBT reserves the right, on giving the Client thirty (30) days’ notice (i) to increase any costs in line with any third party costs; and (ii) to increase the Fees on an annual basis with effect from each anniversary of the Commencement Date. If the Client does not agree with the increase set out in Clause 7.11(ii), then they may terminate this Agreement upon thirty (30) days written notice and before such price increase takes effect. If OBT does not receive written notice within thirty (30) days, the Client is deemed to have agreed to the amendment to the Fees.
- In the event that the Client is in breach of its payment obligations under the Agreement then OBT shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Client fails to remedy such breach OBT shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. OBT shall have no liability or responsibility should the Services fail to comply with the Order as a direct result of the Client (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.
CONFIDENTIAL INFORMATION
- Each Party agrees and undertakes that it will treat all Confidential Information disclosed to it by the other Party in connection with the Services as strictly confidential and shall use it solely for the purpose intended by the Services and shall not, without the prior consent of the other Party, publish or otherwise disclose to any third party any such Confidential Information except for the purposes intended by the Order.
- To the extent necessary to implement the provisions of any Services, each Party may disclose Confidential Information to its Representative, in each case under the same conditions of confidentiality as set out in Clause 1.
- The obligations of confidentiality set out in this Clause ‎8 shall not apply to any information or matter which: (i) is in the public domain other than as a result of a breach of this Agreement; (ii) was in the possession of the receiving Party prior to the date of receipt from the disclosing Party or was rightfully acquired by the receiving Party from sources other than the disclosing Party; (iii) is required to be disclosed by law, or by a competent court, tribunal, securities exchange or regulatory or governmental body having jurisdiction over it wherever situated; or (iv) was independently developed by the receiving Party without use of or reference to the Confidential Information.
DATA PROTECTION
- For the purposes of this Clause ‎9, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Applicable Data Protection Laws.
- Both Parties will comply with all applicable requirements of Applicable Data Protection Laws. This Clause ‎9 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under Applicable Data Protection Laws.
- The Parties have determined that, for the purposes of Applicable Data Protection Laws, OBT shall process the personal data set out in Schedule 4, or as otherwise set out in the Order, as a processor on behalf of the Client. The Client acknowledges that OBT may provide Microsoft with details of the Order which may include (but is not limited to) the Client name, address and system the Services are being provided to (such as tenant ID and location)
- Without prejudice to the generality of Clause 3, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to OBT for the duration and purposes of this Agreement.
- In relation to the Client Personal Data, the Order sets out the scope, nature and purpose of processing by OBT, the duration of the processing and the types of personal data and categories of data subject.
- Without prejudice to the generality of Clause ‎3 OBT shall, in relation to Client Personal Data:
  - process that Client Personal Data only on the documented instructions of the Client, which shall be to process that Client Personal Data for the purposes set out in the Order, unless OBT is required by Applicable Data Protection Laws to otherwise process that Client Personal Data. Where OBT is relying on Applicable Data Protection Laws as the basis for processing Client Personal Data, OBT shall notify the Client of this before performing the processing required by the Applicable Data Protection Laws unless those Applicable Data Protection Laws prohibit OBT from so notifying the Client on important grounds of public interest. OBT shall inform the Client if, in the opinion of OBT, the instructions of the Client infringe Applicable Data Protection Laws;
  - implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  - ensure that any personnel engaged and authorised by OBT to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
  - assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to OBT), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  - notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
  - at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless OBT is required by Applicable Data Protection Laws to continue to process that Client Personal Data. For the purposes of this Clause ‎6(f) Client Personal Data shall be considered deleted where it is put beyond further use by OBT; and
  - maintain records to demonstrate its compliance with this Clause ‎9 and allow for reasonable audits by the Client or the Client’s designated auditor, for this purpose, on reasonable written notice.
- The Client hereby provides its prior, general authorisation for OBT to:
  - appoint processors to process the Client Personal Data, provided that OBT:
    - shall ensure that the terms on which it appoints such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on OBT in this Clause 9;
    - shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of OBT; and
    - shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to OBT’s reasonable satisfaction, that the objection is due to an actual or likely breach of Applicable Data Protection Law, the Client shall indemnify OBT for any Losses, damages, costs (including legal fees) and expenses suffered by OBT in accommodating the objection;
  - only transfer Client Personal Data outside of the UK as required for the Purpose, provided that OBT shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the Client shall promptly comply with any reasonable request of OBT, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Commissioner from time to time (where the UK Data Protection Laws apply to the transfer).
- OBT’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract insofar as it relates to the obligations set out in this Clause 9, or Applicable Data Protection Laws shall be limited to the amount set out in Clause 3.
- To the extent that OBT cannot comply with a change to the Client’s instructions when processing Personal Data without incurring material additional costs, OBT shall:
  - immediately inform the Client, giving full details of the problem;
  - cease all processing of the affected data (other than securely storing those data) until revised instructions are received; and
  - any changes in the Client’s instructions that affect the pricing structure or commercial relationship between the Parties should go through an appropriate Change Request (as set out in Clause ‎17).

INTELLECTUAL PROPERTY
- The Client acknowledges and agrees that unless otherwise set out in the Order, OBT and/or its licensors shall retain exclusive ownership of (i) the Software, Services and/or Deliverables; (ii) all of its Background Materials; and (iii) ideas, concepts, techniques and know-how discovered, created or developed by OBT during the performance of the Services that are of general application and that are not based on or derived from the Client’s business or Confidential Information (“General IP”, together with the Background Materials shall mean “OBT Intellectual Property”). Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the OBT Intellectual Property or any related documentation. OBT grants to the Client a non-exclusive, irrevocable, worldwide royalty free and non-transferable license to use the OBT Intellectual Property in so far as is necessary for the provision of the Services. The Client may not, at any time including after termination of this Agreement, share any OBT Intellectual Property with any third party without OBT’s prior written consent. OBT may treat the Client’s breach of this Clause ‎1 as a breach of the Agreement.
- The Client shall pay and indemnify OBT, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by OBT, arising by reason of claims that (1) OBT’s possession of or use of the Client’s Intellectual Property Rights in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) the Client or any of its Clients, modify, alter, replace combine with any other data, code, documents or other software, which alters OBT’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
- OBT shall pay and indemnify the Client up to the limits set out in Clause 3, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by the Client, arising by reason of claims that (1) the Client’s possession of or use of OBT’s Intellectual Property in connection with the provision of the Services infringes the Intellectual Property Rights of a third party; (2) OBT, modifies, alters, replaces combines with any other data, code, documents or other software, which alters the Client’s Intellectual Property and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination.
- If either Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) under this Clause 10, the Indemnified Party shall:
  - notify the Indemnifying Party in writing of any IPR Claim against it in respect of which it wishes to rely on the indemnity at Clause 2 or Clause 10.3 (as applicable);
  - allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPR Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;
  - provide the Indemnifying Party with such reasonable assistance regarding the IPR Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and
  - not, without prior consultation with the Indemnifying Party, make any admission relating to the IPR Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPR Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.
- If an IPR Claim is brought or in the reasonable opinion of OBT is likely to be made or brought, OBT may at its own expense ensure that the Client is still able to use the Deliverables by either:
  - modifying any and all of the provisions of the Deliverables without reducing the performance and functionality for any or all of the provision of the Deliverables, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Client, such acceptance not to be unreasonably withheld; or
  - procuring a license or permission to use the Deliverables on terms which are acceptable to the Client, such acceptance not to be unreasonably withheld.
- Except to the extent that OBT should reasonably have known or advised the Client of the foregoing provisions of Clause 5, OBT shall have no obligation or liability for any IPR Claim to the extent such IPR Claim arises from:
  - any use by or on behalf of the Client of the combination with any item not supplied or recommended by OBT where such use of the Deliverables directly gives rise to the claim, demand or action; or
  - any modification carried out on behalf of the Client to any item supplied by OBT under this Agreement if such modification is not authorised by OBT in writing where such modification directly gives rise to a claim, demands or action.

LIABILITY
- This Clause 11 sets out the entire financial liability of each Party (including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of:
  - any breach of this Agreement; and
  - any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
- Nothing in this Agreement excludes or limits either Party’s liability for:
  - death or personal injury caused by negligence;
  - fraud or fraudulent misrepresentation;
  - any other liability which cannot lawfully be excluded or limited.
- OBT’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), any indemnity restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to one hundred and twenty five percent (125%) of the price paid for the Services during the twelve (12) months preceding the date on which the claim arose.
- Except as expressly stated in Clause 2:
  - neither Party shall have any liability for any losses or damages which may be suffered by the other Party (or any person claiming under or through that Party), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
    - special damage even if the other Party was aware of the circumstances in which such special damage could arise;
    - loss of profits;
    - loss of anticipated savings;
    - loss of business opportunity;
    - wasted expenditure;
    - loss of goodwill;
    - loss of reputation;
    - loss or corruption of data.

TERMINATION
- Subject to the Microsoft Publisher Agreement or other Third Party Terms governing the use of the Microsoft Marketplace, the Order shall commence on the Commencement Date and shall remain in full force for the Initial Term unless otherwise agreed by the Parties or earlier terminated in accordance with the provisions of this Agreement or of any Order as applicable. Thereafter, if the Order relates to the provision of the licence of the Software or the provision of Managed Services, each Order shall continue to automatically renew for a Subsequent Term, unless a Party gives written notice to the other Party, not later than ninety (90) days before the end of the Initial Term or the relevant Subsequent Term, to terminate this Agreement or a Order (as the case may be) at the end of the Initial Term or Subsequent Term (as applicable).
- Notwithstanding any other rights the Parties have accrued under this Agreement, a Party may terminate an Order with immediate effect by giving written notice to the other Party if at any time:
  - the Client breaches its obligations in Clause ‎12;
  - the other Party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so;
  - the other Party breaches any of the terms of Clauses 8, 9 or 18; and/or
  - the other Party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
- If for any reason a contract between a Third Party and OBT relating to OBT’s right to use, install, support or provide Third Party Services which is the subject of the Agreement is terminated, then the Agreement or applicable Order (as the case may be) shall automatically terminate, save that where the contract relates to other Deliverables other than that Third Party Service, termination of the Agreement or applicable Order shall operate only in so far as it relates to such Third Party Services.
- If Microsoft suspends or cancels the Client or OBT’s access to the Microsoft Marketplace, OBT may suspend the Services and/or terminate the Agreement (and Orders) if access is not re-instated promptly. OBT are not responsible for any loss of the Client’s data in the even that Microsoft suspend or cancels the Client’s Microsoft Marketplace access.
- Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the Parties existing at termination.
OBLIGATIONS ON TERMINATION
- On termination of this Agreement for any reason:
  - OBT shall immediately cease provision of the Services;
  - the Client shall pay any and all invoices and sums due and payable up to and including the date of termination including (1) all remaining amounts owing up to the end of the Initial Term or the Subsequent Term (as applicable); and (2) any termination fees that OBT incurs from any of its Third Parties as a consequence of such early termination. OBT shall use reasonable endeavours to mitigate any loss but the Client acknowledges and agrees that any Third Party fees may not be mitigated by OBT and the Client shall not hold OBT responsible if its incurs full termination fees;
  - all licences granted under the Agreement will terminate immediately except for fully-paid, fixed term and perpetual licences;
  - each Party shall use reasonable endeavours to return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other Party.

FORCE MAJEURE
- OBT shall have no liability to the Client under this Agreement and the Client shall have no obligation to pay the Fees if OBT is prevented from, or delayed in, performing its obligations under this Agreement, or from carrying on its business, by an event of Force Majeure except to the extent that OBT could reasonably have avoided such circumstances by fulfilling its obligations in accordance with the terms of this Agreement or otherwise exercising the level of diligence that could reasonably have been expected of it (having exercised Good Industry Practice) including strikes, computer viruses and malware, pandemics, epidemics, lock-outs or other industrial disputes (excluding any industrial disputes involving the workforce of OBT), act of God, war, riot, civil commotion, compliance with any law or regulation, fire, flood or storm (each a “Force Majeure Event”), provided that:
  - the Client is notified of such an event and its expected duration; and
  - OBT uses all reasonable endeavours to mitigate, overcome or minimise the effects of the event of Force Majeure concerned,

STAFF TRANSFER AND NON-SOLICITATION
- It is not intended that any staff be transferred from OBT to the Client or from the Client to OBT pursuant to this Agreement or that any ‘relevant transfer’ occur for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“Regulations”).
- The Client shall not solicit OBT’s staff or contractors who have been employed or engaged in the Services or the performance of this Agreement during the lifetime of this Agreement and for a period of twelve (12) months thereafter. For the purposes of this Clause 15 ‘solicit’ means the soliciting of such person with a view to engaging such person as an employee, director, sub‑contractor or independent contractor.
- In the event that the Client is in breach of Clause 2 above then the Client shall pay to OBT by way of liquidated damages an amount equal to one hundred percent (100%) of the gross annual budgeted fee income (as at the time of the breach or when such person was last in the service of the relevant party) of the person so employed or engaged. This provision shall be without prejudice to OBT’s ability to seek injunctive relief.
- OBT hereby acknowledges and agrees that the formula specified in Clause 3 above is a reasonable estimate of the loss which would be incurred by the loss of the person so employed or engaged.
RELIEF EVENTS

Subject to Clause 11.2, and notwithstanding any other provision of this Agreement, OBT shall have no liability for failure to perform the Services or its other obligations under this Agreement if it is prevented, hindered or delayed in doing so as a result of any Relief Event.

CHANGE REQUESTS
- Either Party may request changes to any Services in writing and sent to the and shall set out the change in sufficient detail so as to enable the other Party to make a proper assessment of such change.
ANTI-BRIBERY AND MODERN SLAVERY
- OBT shall:
  - comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption, including the Bribery Act 2010 (“Relevant Requirements”);
  - promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by OBT in connection with the performance of this Agreement.
- OBT shall procure that any person associated with OBT, who is performing services in connection with this Agreement, adheres to terms equivalent to those imposed on OBT in this Clause ‎18 (“Relevant Terms”). OBT shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Client for any breach by such persons of any of the Relevant Terms.
- For the purpose of this Clause 18, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), section 6(5) and (6) of that Act and section 8 of that Act respectively.
- In performing its obligations under this Agreement, OBT shall:
  - comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force the Modern Slavery Act 2015; and
  - not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

WAIVER

SEVERANCE
- If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
- If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the Parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the Parties’ original commercial intention.
ASSIGNMENT
- The Client shall not without the prior written consent of OBT (such consent not to be unreasonably withheld or delayed) assign, transfer, charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, nor sub-contract any or all of its obligations under this Agreement.
- OBT may assign, transfer, charge or deal in any other manner with either the benefit or the burden of this Agreement or any of its rights or obligations under it, or purport to do any of the same, or sub-contract any or all of its obligations under this Agreement, without the prior written consent of the Client.
STATUS
- The relationship of OBT to the Client will be that of independent contractor and nothing in this Agreement shall render it an employee, worker, agent or partner of the Client and OBT shall not hold itself out as such.
NOTICES
- Any notice or other communication required to be given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first class post or other next working day delivery service, at its registered office (if a company) or (in any other case) its principal place of business, or (b) sent by email to the address for each Party set out in the Order
- Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt, or otherwise at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service,; or (b) if delivered by email, one Business Day after transmission.
- This Clause 23 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.
- Each Party shall as soon as reasonably practicable notify the other of any change to their contact details.
ENTIRE AGREEMENT
- This Agreement (and the Orders, Third Party Terms and the Customer Agreement) constitutes the entire agreement between the Parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
- Each Party acknowledges that in entering into this Agreement 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 this Agreement.
- Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
THIRD PARTY RIGHTS

DISPUTE RESOLUTION
- If a dispute arises under this Agreement (“Dispute”), including any Dispute arising out of any amount due to a Party hereto, then before bringing any suit, action or proceeding in connection with such Dispute, a Party must first give written notice of the Dispute to the other Party describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).
- If the Parties are unable to resolve the Dispute within thirty (30) calendar days of delivery of the Dispute Notice, then each Party will promptly (but no later than five (5) Business Days thereafter):
- appoint a designated representative who has sufficient authority to settle the Dispute and who is at a higher management level than the person with direct responsibility for the administration of this Agreement (“Designated Representative”); and
- notify the other Party in writing of the name and contact information of such Designated Representative.
- The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one Party to the other Party will be honoured.
- If the Parties are unable to resolve the Dispute within thirty (30) calendar days after the appointment of both Designated Representatives, then either Party may proceed with any other available remedy.
GOVERNING LAW AND JURISDICTION
- This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
- Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1 – Licence of Software Terms

The terms of this Schedule 1 shall apply if the Order includes the provision of the Software.
In consideration of the Fee paid by the Client for use of the Software, OBT grants to the Client a non-exclusive, revocable, worldwide, non-transferable licence for the duration of the applicable Order until terminated to use the Software.
In relation to scope of use:
- for the purposes of paragraph 1.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Client’s data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client); and
- the Client may not use the Software other than as specified in paragraph 1.1 and paragraph 1.3(a) without the prior written consent of OBT, and the Client acknowledges that additional fees may be payable on any change of use approved by OBT.
Except as expressly stated in this paragraph 4, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless OBT is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request OBT to carry out such action or to provide such information (and shall meet OBT’s reasonable costs in providing that information) before undertaking any such reduction.
The Client may not use any such information provided by OBT or obtained by the Client during any such reduction permitted under paragraph 4. to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
The Client shall not:
- sub-licence, assign or novate the benefit or burden of this licence in whole or in part, unless expressly consented to in writing by OBT;
- allow the Software to become the subject of any charge, lien or encumbrance; and
- deal in any other manner with any or all of its rights and obligations under this Agreement, without the prior written consent of OBT.
The Client shall:
- ensure that the Software is installed on designated equipment only;
- keep a complete and accurate record of the Client’s copying and disclosure of the Software and its users, and produce such record to OBT on request from time to time;
- notify OBT as soon as it becomes aware of any unauthorised use of the Software by any person;
- pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which OBT would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced.
The Client shall permit OBT to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this Agreement, provided that OBT provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times. If the audit reveals any non-compliance or unauthorised use, the Client will be required to pay for broadening the scope of the licences granted and reimburse OBT for all costs incurred in undertaking such audit.
Any aspect of the Software may be updated at any time, provided that the core functionality of the Software will not be varied in a way that materially affects the Client’s use.
OBT may discontinue the Software at any time, on prior written notice to the Client.

Schedule 2 – Managed Services Terms

Interpretation
- The terms of this Schedule 2 shall apply if the Order includes the provision of the Managed Services.
- Except as defined in these Managed Services Terms, capitalised terms shall have the meanings given to them in the Agreement.
- In the event of conflict with these Managed Services Terms and the Agreement, the provisions in these terms shall take precedence and in the event of a conflict with the terms of these terms and the applicable Order, the provisions of the applicable Order shall take precedence over these Managed Services Terms.
Managed Services
- The Client shall remain responsible for the use of the Managed Services under its control including any use by third parties that Client has authorised to use the Managed Services.
- The Client must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Client by OBT in writing. This includes informing OBT promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, OBT will work with the Client to alleviate the situation as quickly as possible. The Parties shall discuss and agree appropriate action (including suspending the Managed Services).
- The Client shall not provide the Managed Services to third parties unless otherwise indicated in the Order or as otherwise agreed by the Suppler in writing.
- The Client acknowledges that certain conditions outside of OBT’s control may adversely impact the ability of OBT to perform functions of the Managed Services. Examples of such conditions are listed below:
  - failure of Client Hardware, software or operating system;
  - partial or full failure of Third Party Services;
  - network connectivity issues between Local System Components and OBT’s platform;
  - network connectivity issues between Local System Components and its third party’s servers.
- OBT reserves the right to:
  - modify OBT’s System, its network, system configurations or routing configuration; or
- modify or replace any Hardware in its network or in equipment used to deliver any Managed Service over its network,
- provided that this has no adverse effect on OBT’s obligations or performance under the Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, OBT shall notify the Client and the Parties shall follow the Change Request.
- If OBT breaches its obligations in paragraph 2.1 of these Managed Services Terms, OBT shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance.
- The Managed Services acquired by the Client under the Agreement are solely for the Client’s own internal use and not for resale or sub-licensing, unless otherwise agreed in writing.
- OBT may suspend, revoke or limit use of the Managed Services, wholly or partly (i) in case of late payments, (ii) if OBT in its absolute discretion finds that a risk to the overall integrity of the Managed Services has occurred, or (iii) other reasonable grounds exist. If the cause of the suspension is reasonably capable of being remedied, OBT will provide the Client notice of what actions the Client must take to reinstate the Managed Services. If the Client fails to take such actions within a reasonable time, OBT may terminate the applicable Managed Service.
- OBT is entitled to amend the terms of the Agreement and these Managed Services Terms in order to reflect any changes and updates received from its Third Parties or otherwise if OBT has reasonable grounds for such amendment. Hereunder, OBT may reasonably change prices, contents of the Managed Services, service hours or service levels.
Responsibilities of OBT
- Notwithstanding the foregoing, OBT does not warrant that the Client’s use of the Managed Services will be:
  - free from faults, interruptions or errors;
  - available one hundred percent (100%) of the time.
- In relation to the Managed Services specifically, OBT shall:
  - staff OBT support desk with a team of skilled individuals (whether subcontracted or not);
  - maintain a team skilled in the platform and with knowledge of the systems developed to deliver the solution;
  - maintain a comprehensive IT service management solution, with integrated knowledge base and how-to guides to reduce the time to issue resolution;
  - where agreed, undertake a regular account review, to discuss the Client’s service needs and ensure that the Agreement is in alignment with its needs;
  - use commercially reasonable endeavours to follow the instructions of the Client and will remain courteous during any communications with Client personnel; and
  - provide the Client with reasonable co-operation in relation to the Agreement.
- OBT shall be under no obligation to provide the Managed Services to the Client in the following circumstances (unless specified under the Order):
  - unauthorised use of the Services by the Client or use otherwise than in accordance with the Agreement;
  - providing the Managed Services outside Normal Business Hours unless otherwise agreed between the Parties in writing;
  - providing any other services not covered herein;
  - training; and
  - providing the Managed Services to the Client where such support would have been unnecessary if the Client had implemented update(s) and upgrade(s) supplied or offered to the Client.
- OBT does not and cannot control the flow of data to or from its network and other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet (or portions thereof). Whilst OBT will use reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, OBT cannot guarantee that such events will not occur. Accordingly, OBT disclaims any and all liability resulting from or related to such events.
Responsibilities of the Client
- The Client shall (unless otherwise specified in the Order or as otherwise set out in the Agreement):
  - permit OBT to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
  - in relation to software not supplied by OBT, promptly install current versions when upgrades or fixes occur;
  - provide OBT at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Client-side Equipment or Client’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, OBT will have to make additional effort to return the Client’s systems to an acceptable state for continued support, and will charge accordingly at its then standard rates.
- The Client shall not access, store, distribute or transmit any material through the Managed Services that:
  - is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
  - facilitates illegal activity;
  - depicts sexually explicit images; and/or
  - promotes unlawful violence;
  - is discriminatory based on race, gender, age, disability, sexual orientation, religion and belief, gender reassignment;
  - is otherwise illegal or causes damage or injury to any person or property,

and OBT reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this paragraph.

Security
- OBT shall ensure that appropriate safety and security systems and procedures are maintained and enforced to prevent unauthorised access or damage to any and all Managed Services, OBT’s System and related networks or resources and the Client Data, in accordance with Good Industry Practice. OBT shall not be liable for any unauthorised access unless it arises directly as a result of OBT’s negligence (subject to the Client also taking reasonable measures to prevent unauthorised access).
- Each Party shall promptly inform the other if it suspects or uncovers any breach of security, and shall use all commercially reasonable endeavours to promptly remedy such breach.
Warranties
- The Client warrants:
  - that OBT’s use in the provision of the Managed Services or otherwise in connection with the Agreement of any Third Party materials, including any Hardware supplied by the Client to OBT for use in the provision of the Managed Services or otherwise in connection with the Agreement, shall not cause OBT to infringe the rights, including any Intellectual Property Rights, of any third party;
  - it will comply with and use the Managed Services in accordance with the terms of the Agreement and all Applicable Laws, and shall not do any act that shall infringe the rights of any third party including the publishing or transmission of any materials contrary to Applicable Laws or in breach of the Customer Agreement.
- OBT is not responsible or liable for the deletion of or failure to store any Client Data and other communications maintained or transmitted through the use of the Managed Services or Products.
- OBT does not warrant uninterrupted or error-free operation of the Managed Services and Products. Unless otherwise agreed in writing, the Managed Services and Products are designed, manufactured and intended for low-risk activities.
- The Client acknowledges and accepts that where the Products are provided by Microsoft or a Third Party and that any representations or warranties regarding the use of the Products is set out in the Customer Agreement, applicable Third Party Terms (as applicable). OBT has no responsibility for the suitability, availability, functionality or otherwise regarding the Managed Services and Products.
- The warranties provided in these Managed Services Terms are the exclusive warranties from OBT in relation to the Managed Services.
Limitation of Liability
- Subject to Clause 12.2 of the Agreement, the Service Level Arrangements state the Client’s full and exclusive right and remedy, and OBT’s only obligation and liability, in respect of the performance and availability of the Managed Services, or their non-performance and non-availability.
- Except as expressly and specifically provided in the Agreement, the Client assumes sole responsibility for results obtained from the use of the Managed Services, and for conclusions drawn from such use. OBT shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to OBT by the Client in connection with the Managed Services, or any actions taken by OBT at the Client’s direction. or scripts provided to OBT by the Client in connection with the Managed Services, or any actions taken by OBT at the Client’s direction.

Schedule 3 – Professional Services Terms

Definitions
- The following definitions in this paragraph 1 apply in these Professional Services Terms (Professional Services).

Acceptance Criteria: the acceptance criteria as specified in paragraph 2.2 of these Professional Services Terms or referred to in an Order or as otherwise agreed by the Parties expressly in writing after the date of the Order against which the Acceptance Tests are to be carried out to determine whether the Deliverables meet the Order, are satisfactory and ready to be invoiced.

Acceptance Tests: the acceptance tests as specified or referred to in the Order or as agreed between the Parties, to be undertaken to determine whether the Deliverables meet the Acceptance Criteria.

Issues List: a written list of the non-conformities to the Acceptance Criteria for a specific Deliverable.

The terms of this Schedule 3 shall apply if the Order includes the provision of the Professional Services.
Except as defined in these Professional Services Terms, capitalised terms shall have the meanings given to them in the Agreement.
In the event of conflict with the terms of Professional Services Terms and the Agreement, the provisions in these Professional Services Terms shall take precedence and in the event of a conflict with the terms of these Professional Services Terms and the applicable Order, the provisions of the applicable Order shall take precedence over these Professional Services Terms.

Acceptance of the Professional Services
- The relevant Order shall specify the Deliverables or Services (as the case may be) that are to be subject to Acceptance Testing and provide a framework for the nature of the testing that will be required.
- In relation to any Acceptance Testing:
  - The Client shall have a reasonable period of time, up to five (5) Business Days unless otherwise specified in the Order, from OBT’s delivery of each Deliverable under the relevant Order (the “Acceptance Period”) to confirm that such Deliverable conforms to the acceptance criteria as agreed between the Parties (collectively, the “Acceptance Criteria”). If the Client determines that a Deliverable does not conform to the Acceptance Criteria, the Client shall by the last day of the Acceptance Period provide to OBT an Issues List of the non-conformities to the Acceptance Criteria.
  - The Client shall use best efforts to correctly and efficiently ensure appropriate Acceptance Testing in relation to any Deliverable which is subject to Acceptance Tests and shall notify OBT within the Acceptance Period (as defined in paragraph 2.2 (a) of these Professional Services Terms) if any of the Deliverables do not conform to the Acceptance Criteria. In the event that Client has undertaken the Acceptance Testing within the Acceptance Period and fails to reject any Deliverable within the relevant Acceptance Period, for all purposes under these Professional Services Terms such Deliverable shall be deemed accepted as if the Client had issued a written acceptance thereof. Once the Deliverable has been accepted by the Client and payment has been settled in accordance with Clause 8. of the Agreement, the Deliverable shall become the property of the Client. For the avoidance of doubt, should any non-conformities be found in earlier stages of the Deliverables but which were not highlighted to OBT during the applicable Acceptance Period, such non-conformities shall not be subject to the remedies as set out in paragraph 2.2 (d) of these Professional Services Terms below.
  - If:
    - the Client does not provide any written comments in the initial period described in paragraph 2.2(a) above;
    - commences live running of the whole or part of such Deliverable other than in the course of undertaking Acceptance Testing; or
    - if Deliverables or Services are found to conform with the Order;

then in each case the Service or Deliverable shall be deemed accepted from the date of the notification by OBT pursuant to paragraph 2.2(a).

If there are any non-conformities within any Deliverable, which have been highlighted by Client or OBT during the Acceptance Period and whereby the Deliverable has not been accepted by the Client for this reason and such non-conformity is a directly attributable act or omission on the part of OBT (and not subject to a Change Request or attributable to the Client’s acts or omissions including inadequate Acceptance Testing) OBT shall (without prejudice to the Client’s other rights and remedies) carry out all necessary remedial work without additional charge as part of the next Deliverable which shall accordingly be modified.
If any non-conformity cannot be remedied by OBT due to an error, defect or fault which OBT is able to demonstrate to the reasonable satisfaction of the Client to be outside OBT’s control and which has disabled OBT’s ability to remedy such non-conformity, then OBT reserves the right to terminate work on that specific Deliverable. OBT agrees not to charge Client, any amounts paid or payable by Client to OBT which specifically relate to the non-conforming Deliverable which cannot be remedied.

The Client agrees to adhere to the dates scheduled for provision of Professional Services by OBT as stated in the applicable Order. If the Client wishes to reschedule or cancel the dates for the provision of Services, OBT will use reasonable endeavours to re-assign allocated resources to other clients.  If such re-assignment is not possible and the Client has not provided more than fourteen (14) days advance notice, then the Client shall be liable to pay the following cancellation charges in the form of damages (“Cancellation Charges”) relating to this action, in addition to any specific costs relating to cancelling pre-booked travel arrangements and to unpaid Fees (if any) for any Services work that has been performed:
- if dates are changed or cancelled at the Client’s request more than fourteen (14) days before the scheduled start date no Cancellation Charges are payable;
- if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Cancellation Charges equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable;
- if dates are changed or cancelled less than seven (7) days before the scheduled start date Cancellation Charges equivalent to one hundred percent (100%) of the Fees for the Services to be provided at that time will be payable.

Schedule 4 – Details of personal data processing

Data subjects:	Customers of the Client Employees and/or contractors of the Client Client third parties Business contacts in general
Types of personal data:	Name Job title Email address Phone number Business/home address Any other personal data provided by Client to OBT
Special categories of personal data:	[INSERT DETAIL] or [Not applicable.]
Purpose of processing:	In the case of data subjects other than staff of the Client: for the purpose of providing IT services and support to Client’s business as set out in the Order. In the case of staff: for the purpose of providing IT services and support for Client’s employment and HR matters.
Nature of processing:	As set out in the body of the Agreement.
Duration of processing:	For the term of the applicable Order.
Approved Sub-Processors:	[PLEASE LIST IF APPLICABLE] [OR] [None]
Approved international transfers:	[PLEASE LIST IF APPLICABLE] [OR] [None]
Additional instructions:	[PLEASE LIST IF APPLICABLE] [OR] [None]

Privacy Policy

This privacy policy sets out how OBT Live Ltd incorporated and registered in England and Wales with company number 14849778 whose registered office is at Edward Pavilion, Albert Dock, Liverpool, England, L3 4AF (“we”, “us”, “our“) uses and protects your personal data. We are the controller and responsible for your personal data that you provide to us.

This website is not intended for children and we do not knowingly collect data relating to children.

We have appointed a data protection officer (DPO) who is responsible for overseeing questions in relation to this privacy policy. If you have any questions about this privacy policy, including any requests to exercise your legal rights. please contact the DPO at dan@obt.live.

We keep our privacy policy under regular review. This version was last updated on [DATE]. Historic versions can be obtained by contacting us.

It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us, for example a new address or email address.

The types of personal data we collect about you

Personal data means any information about an individual from which that person can be identified.

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows:

Identity Data includes first name, last name, any previous names, username or similar identifier, marital status, title, date of birth and gender.
Contact Data includes billing address, delivery address, email address and telephone numbers.
Financial Data includes bank account and payment card details.
Transaction Data includes details about payments to and from you and other details of products and services you have purchased from us.
Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform, device ID and other technology on the devices you use to access this website.
Profile Data includes your username and password, purchases or orders made by you, your interests, preferences, feedback and survey responses.
Usage Data includes information about how you interact with and use our website, products and services.
Marketing and Communications Data includes your preferences in receiving marketing from us and our third parties and your communication preferences.

We also collect, use and share aggregated data such as statistical or demographic data which is not personal data as it does not directly (or indirectly) reveal your identity. For example, we may aggregate individuals’ Usage Data to calculate the percentage of users accessing a specific website feature in order to analyse general trends in how users are interacting with our website to help improve the website and our service offering.

How is your personal data collected?

We use different methods to collect data from and about you including through:

Your interactions with us. You may give us your personal data by filling in online forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you:
apply for and/or use our products or services;
create an account on our website;
subscribe to our service or publications;
request marketing to be sent to you;
enter a competition, promotion or survey; or
give us feedback or contact us.
Automated technologies or interactions. As you interact with our website, we will automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data about you if you visit other websites employing our cookies.
Third parties or publicly available sources. We will receive personal data about you from various third parties, and which may include public sources, as set out below (which may be based outside of the UK):
Technical Data is collected from the following parties:
analytics providers such as Google;
advertising networks; and
search information providers.
Contact, Financial and Transaction Data is collected from providers of technical, payment and delivery services.
Identity and Contact Data is collected from data brokers or aggregators.
Identity and Contact Data is collected from publicly available sources such as Companies House and the Electoral Register.

How we use your personal data

Legal basis

The law requires us to have a legal basis for collecting and using your personal data. We rely on one or more of the following legal bases:

Performance of a contract with you: Where we need to perform the contract we are about to enter into or have entered into with you.
Legitimate interests: We may use your personal data where it is necessary to conduct our business and pursue our legitimate interests, for example to prevent fraud and enable us to give you the best and most secure customer experience. We make sure we consider and balance any potential impact on you and your rights (both positive and negative) before we process your personal data for our legitimate interests. We do not use your personal data for activities where our interests are overridden by the impact on you (unless we have your consent or are otherwise required or permitted to by law).
Legal obligation: We may use your personal data where it is necessary for compliance with a legal obligation that we are subject to. We will identify the relevant legal obligation when we rely on this legal basis.
Consent: We rely on consent only where we have obtained your active agreement to use your personal data for a specified purpose, for example if you subscribe to an email newsletter.

Purposes for which we will use your personal data

We will only use your personal data when the law allows us to and we have set out below examples of the ways we may use your personal data:

to register you as a new client;
to carry out our obligations arising from any contracts entered into between you and us, including to manage payments and collect and recover money owed to us;
to notify you of changes to any of our terms of business, or this privacy policy;
to manage your relationship with us, including dealing with your requests, complaints and queries;
to administer and protect our business and this website (including troubleshooting, data analysis, testing, system maintenance, support, reporting and hosting of data);
to provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes or where we have a legitimate interest for contacting you;
for marketing purposes including:
- to deliver relevant website content and online advertisements to you and measure or understand the effectiveness of the advertising we serve on our website;
- to use data analytics to improve our website, products/services, customer relationships and experiences and to measure the effectiveness of our communications and marketing;
- to analyse it for the purposes of sending you relevant marketing communications and make personalised suggestions and recommendations to you about goods or services that may be of interest to you based on your Profile Data
to carry out market research through your voluntary participation in surveys;
to allow you to participate in interactive features of our service, when you choose to do so; and/or
to notify you about changes to our services.

During the registration process on our website or through our representatives when your personal data is collected, you will be asked to indicate your preferences for receiving direct marketing communications from us via email, text, telephone or post.

You will receive marketing communications from us if you have requested information from us or purchased goods or services from us and you have not opted out of receiving the marketing. You can ask to stop sending you marketing communications at any time by following the opt-out links within any marketing communication sent to you or by contacting us at dan@obt.live.

Where you opt out of receiving marketing messages, you may still receive service-related communications that are essential for administrative or customer service purposes, for example relating to order confirmations for a product/service warranty registration, appointment reminders, updates to our terms and conditions or checking that your contact details are correct.

We will get your express consent before we share your personal data with any third party for their own direct marketing purposes. This website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our website, we encourage you to read the privacy policy of every website you visit.

Disclosures of your personal data

We may share your personal data where necessary with the parties set out below for the purposes set out in this privacy policy:

Third party service providers that are used for internal client relationship management purposes, such as HubSpot.
Third party services involved in the delivery of the services and product;
In the event of default, debt recovery specialists, including but not limited to lawyers and debt collection agencies.
Third parties to whom we may choose to sell, transfer or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal data in the same way as set out in this privacy policy.

We require all third parties to respect the security of your personal data and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal data for their own purposes and only permit them to process your personal data for specified purposes and in accordance with our instructions.

International transfers

We may transfer data outside of the UK (for example, we have delivery partners in Serbia, the United States, Canada and Dubai). Whenever we transfer your personal data out of the UK to countries which have laws that do not provide the same level of data protection as the UK law, we will always ensure a similar degree of protection is afforded to it by ensuring that the necessary safeguards are implemented.

When necessary, we use specific standard contractual terms approved for use in the UK which give the transferred personal data the same protection as it has in the UK. To obtain a copy of these contractual safeguards, please contact us at dan@obt.live.

Data security

We have put in place appropriate security measures to prevent your personal data from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal data to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal data on our instructions and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

Data retention

How long will you use my personal data for?

We will only retain your personal data for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, regulatory, tax, accounting or reporting requirements. We may retain your personal data for a longer period in the event of a complaint or if we reasonably believe there is a prospect of litigation in respect to our relationship with you.

To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal, regulatory, tax, accounting or other requirements.

In some circumstances we will anonymise your personal data (so that it can no longer be associated with you) for research or statistical purposes, in which case we may use this information indefinitely without further notice to you.

Your legal rights

You have a number of rights under data protection laws in relation to your personal data. You have the right to:

Request access to your personal data (commonly known as a “subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
Request erasure of your personal data in certain circumstances. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) as the legal basis for that particular use of your data (including carrying out profiling based on our legitimate interests). In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your right to object.
You also have the absolute right to object any time to the processing of your personal data for direct marketing purposes.
Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in one of the following scenarios:
If you want us to establish the data’s accuracy;
Where our use of the data is unlawful but you do not want us to erase it;
Where you need us to hold the data even if we no longer require it as you need it to establish, exercise or defend legal claims; or
You have objected to our use of your data but we need to verify whether we have overriding legitimate grounds to use it.

If you wish to exercise any of the rights set out above, please contact us at dan@obt.live.

No fee usually required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive or excessive. Alternatively, we could refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it could take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

Complaints

You have the right to make a complaint at any time to the Information Commissioner’s Office (ICO), the UK regulator for data protection issues (www.ico.org.uk). We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

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Marketplace Terms & Conditions

(e) any of the causes or events set out in Clause 10.6.

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