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ten80 Group
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IMPORTANT: THESE TERMS AND CONDITIONS ("TERMS") CREATE A CONTRACT BETWEEN YOU (REFERRED TO AS THE "CUSTOMER") AND TEN80 GROUP LTD, A COMPANY REGISTERED IN ENGLAND AND WALES, WITH COMPANY NUMBER 11840152, WHOSE REGISTERED OFFICE IS AT WOW HINKENIELD HOUSE, ICKNIELD WAY, ANDOVER, HAMPSHIRE, SP10 5RG (REFERRED TO AS THE "SUPPLIER").

THE CUSTOMER HAS REGISTERED FOR A FREE TRIAL OF THE SUPPLIER'S WORKFORCE PLATFORM. THESE TERMS GOVERN THE CUSTOMER'S ACCESS AND USE OF THE FREE TRIAL.

FULL ACCESS TO AND USE OF THE SUPPLIER'S WORKFORCE PLATFORM WILL BE SUBJECT TO THE SUPPLIER'S MASTER SERVICES AGREEMENT. SHOULD THE CUSTOMER WISH TO ACQUIRE FULL ACCESS TO AND USE OF THE SUPPLIER'S WORKFORCE PLATFORM, IT MUST SEPARATELY ENTER INTO THE SUPPLIER'S MASTER SERVICES AGREEMENT.

BY CLICKING TO ACCEPT THESE TERMS, THE CUSTOMER CONFIRMS THAT IT HAS READ AND UNDERSTOOD AND AGREES TO BE BOUND BY THESE TERMS. BEFORE CLICKING TO ACCEPT THESE TERMS, PLEASE READ THEM CAREFULLY.

IF THE CUSTOMER DOES NOT AGREE WITH THESE TERMS, IT SHOULD NOT CLICK TO ACCEPT THEM AND WILL HAVE NO RIGHT TO USE ANY OF THE SUPPLIER'S PRODUCTS OR SERVICES. ANY USE OF THE SUPPLIER'S PRODUCTS OR SERVICES WHERE THE CUSTOMER HAS NOT ACCEPTED THESE TERMS (OR A SEPARATE MASTER SERVICES AGREEMENT) WILL BE UNAUTHORISED.

BACKGROUND

A. The Supplier provides a digital workforce marketplace through its owned and operated platform. The solution allows for customers to connect with independent contractors for the delivery of requested services.
B. The Customer wishes to access and use the Supplier's platform on a free trial basis as set out in, and subject to, these Terms (this "Trial").

AGREED TERMS

1. Definitions and interpretation

1.1  The following definitions apply in these Terms, unless the context requires otherwise:

Applicable Law: means all applicable regional, national and international laws, regulations, rules, requirements and binding guidance, standards and directions, including those imposed by any governmental or regulatory or judicial authority, in each case which apply from time to time to the person or activity in the circumstances in question;

Business Day: means a day (other than a Saturday or Sunday) when banks in the City of London are open for business;

Confidential Information: means all information relating to a party which is disclosed or obtained under or in connection with these Terms on, before or after the Effective Date (whether in writing, orally or by other means and whether directly or indirectly) whether or not designated as confidential information but which by its nature is confidential or should reasonably be considered as such, including: (i) any information relating to a party or its suppliers' or subcontractors' business or prospective business, current or projected plans or internal affairs; (ii) information relating to each party's respective customers; (iii) the content of these Terms; (iv) know-how, trade secrets, products, operations, processes, product information and Intellectual Property Rights of the parties; and (v) any other commercial, financial and technical information relating to the business or prospective business of any of the parties, their subcontractors or suppliers; but excluding information that:

a)    is (otherwise than by breach of these Terms) in the public domain;

b)    is in the lawful possession of the recipient party other than pursuant to disclosure from the disclosing party; and/or

c)    subsequently comes into the possession of the recipient party from a third party having the right to disclose the same.

Data Protection Laws: means any applicable laws and regulations in the United Kingdom relating to the use or processing of personal data including (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR (including, in the UK, the Data Protection Act 2018 ("DPA") and the UK GDPR as defined in The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 ("UK GDPR")); (iii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC) (including, in the UK, the Privacy and Electronic Communications (EC Directive) Regulations 2003); and (iv) any guidance or codes of practice issued by a governmental or regulatory body or authority in relation to compliance with the foregoing; in each case, as updated, amended or replaced from time to time;

Effective Date: means the date upon which these Terms become binding between the Customer and Supplier, being the date the Customer clicks to accept these Terms;

End User Licence Agreement: means the end-user licence terms applicable to the Workforce Solution (including as regards any use as part of this Trial);

Force Majeure Event: means an event beyond the reasonable control of the affected party which does not relate to its fault or negligence including acts of God, epidemics or pandemics, government intervention or action, war, hostilities, terrorist activities, local or national emergencies, floods, natural disasters, earthquakes, fires, explosions, strikes, lock-outs and labour disputes;

Good Industry Practice: means exercising that degree of skill, care and prudence which would be expected from a reasonably and suitably skilled, trained and experienced person undertaking the relevant activities;

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, 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;

Insolvency Event: means when a party:

a)    enters into any arrangement or composition for the benefit of the party’s creditors or convenes a meeting of the party’s creditors;

b)    enters into any arrangement, scheme, compromise, moratorium or composition with its creditors generally;

c)    is the subject of an administration order (whether interim or otherwise) or is subject to a resolution passed by the directors or shareholders for the presentation of an application for such an order or has an application for such an order presented or such an order comes into force or if a notice of appointment of an administrator is filed with the Court or if a resolution is passed by the directors or shareholders for the filing of either such notice;

d)    presents a winding up petition or has a petition for winding up presented against it which in either case is not withdrawn or dismissed within twenty one (21) days or has a winding up order made against it, or a provisional liquidator is appointed;

e)    is the subject of a resolution for voluntary winding up or a meeting of its shareholders is called to consider a resolution for winding up;

f)     has an administrative receiver or receiver appointed in respect of all or any of its assets or the assets of any guarantor;

g)    is struck off the register of companies or otherwise ceases to exist;

h)    suffers any distress, attachment or execution to be levied on or in respect of any of its assets; or

i)      is subject to any analogous proceedings or events to those specified in this definition under the laws of any applicable jurisdiction,

in each case, except as part of a bona fide solvent company restructuring or amalgamation that has been notified in advance to by a party to the other party;

Malicious Software: means any code, thing or device which may impair or otherwise adversely affect the operation of any computer, prevent or hinder access to any program or data, impair the operation of any program or the reliability of any data, or give access to and/or use of a computer or its contents to any person not authorised to have such access or use, including computer viruses and any other invasive, malicious or damaging code;

Relief Event: has the meaning set out in Clause 4.4;

Trial: has the meaning set out in Recital B;

Trial Term: has the meaning set out in Clause 2.1;

Trial User: means an authorised user of the Workforce Solution for the purposes of this Trial, as allocated by the Customer; and

Workforce Solution: means the Supplier's workforce marketplace software solution, which, as relevant to this Trial, is further detailed in Schedule 1.

1.2 In these Terms, except where the context otherwise requires:

(a) references to Clauses and Schedules are references to clauses of and schedules to these Terms and references to paragraphs are references to paragraphs in the Schedules and Clause, Schedule and paragraph headings shall not affect the interpretation of these Terms;

(b) the Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the Schedules;

(c) words in the singular shall include the plural and vice versa and reference to one gender shall include a reference to other genders;

(d) a reference to "writing" or "written" includes email (save where expressly stated otherwise);

(e) any words following the terms "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

(f) any reference to a "person" shall include any individual, firm, body corporate, association, joint venture, partnership, government, state or agency of state, in each case whether or not having a separate legal personality;

(g) references to an enactment (which includes legislation in any jurisdiction) is a reference to such enactment as amended, extended, re-enacted, consolidated or superseded from time to time, and includes all statutory instruments or orders made pursuant to it;

(h) references to any party shall, where relevant, be deemed to be references to or to include, as appropriate, their respective lawful successors, assigns or transferees; and

(i) "Controller", "Processor", "Data Subject", "Personal Data", "process" and "processing", shall be interpreted in accordance with the applicable Data Protection Laws.

2. Commencement and duration

2.1 These Terms commence on the Effective Date and shall, unless otherwise terminated in accordance with its provisions, continue in full force and effect thereafter for a period of thirty (30) days, following which these Terms, and the Customer's Trial, will automatically terminate (the "Trial Term").

2.2 If the Customer wishes to have any access to and use of the Workforce Solution after termination of these Terms and this Trial, it must separately enter into the Supplier's master services agreement for the provision of the full Workforce Solution.

3. Trial

3.1 For the duration of the Trial Term, the Customer will be activated on the Workforce Solution but only to the extent required to enable the Customer and/or its Trial Users to access and use the Workforce Solution in a trial manner that allows the Customer to experience the functionality of the Workforce Solution up to the point of making a connection with a contractor.

3.2 There will be no charge to the Customer for this Trial, the purpose of which is to allow for the Customer to experience the general functionality of the Workforce Solution, as permitted. As such, the Customer agrees that:

(a) its use of, or inability to use, the Workforce Solution as part of this Trial is at its own risk and the Workforce Solution and this Trial are, to the fullest extent permitted by Applicable Law, provided to the Customer on an "as-is" basis and the Supplier excludes, to the fullest extent permitted by Applicable Law, all express and implied terms, conditions, representations and warranties in respect of the Workforce Solution and this Trial, including any representation, warranty, term or condition of fitness for purpose, merchantability or satisfactory quality, or that any use of the Workforce Solution and/or this Trial will be uninterrupted, error free or compliant with Applicable Law;

(b) it will access and use (and will procure that its Trial Users access and use) the Workforce Solution as part of this Trial only in accordance with Applicable Law (including in respect of any information, data or materials the Customer and/or Trial Users may input or upload to the Workforce Solution as part of this Trial); and

(c) it will (and will procure that any of its Trial Users will) comply with the End User Licence Agreement to the extent relevant to its use of the Workforce Solution as part of this Trial.

3.3 The Customer acknowledges that it will have no other rights of access or use in respect of the Workforce Solution other than as specified by Clause 3.1 (including, in particular, that it will have no connection to any contractors available on the Workforce Solution). If the Customer wishes to be able to access and use the full Workforce Solution, it must agree and enter into the Supplier's separate master services agreement for such purpose.

4. Trial services

Customer Obligations

4.1 The Customer acknowledges that it is responsible for carrying out its own due diligence in respect of the Workforce Solution and its use of the Workforce Solution for the purposes of this Trial in order to determine its suitability for the Customer and whether the Customer's use or receipt of the Workforce Solution and/or this Trial meets the Customer's requirements and needs.

4.2 The Customer shall (and shall procure that any of its Trial Users shall):

(a) comply with these Terms and the End User Licence Agreement in respect of any receipt and use of Workforce Solution as part of this Trial;

(b) comply with all Applicable Law in relation to its access and use of the Workforce Solution;

(c) obtain, maintain and comply with all necessary licences, approvals, permissions and consents required in connection with its activities and obligations under these Terms; and

(d) co-operate with the Supplier in all matters relating to these Terms and comply with all lawful and reasonable instructions regarding the Workforce Solution and/or this Trial communicated to the Customer from time to time.

4.3 Where requested, a current copy of the End User Licence Agreement shall be provided to the Customer by the Supplier. The Customer shall be responsible for ensuring that all Trial Users comply with the terms of the End User Licence Agreement and shall indemnify and hold harmless the Supplier on demand from and against any and all losses, claims, costs, damages, fines and expenses (including legal costs) suffered or incurred by the Supplier as a result of any breach by a Trial User of the End User Licence Agreement.

Delays and Relief Events

1.1 The Supplier shall not be in breach of its obligations under these Terms to the extent such breach or liability is as a result of:

(a) the Customer's failure to perform, or its delay in performing, any of its obligations under these Terms; and/or

(b) compliance with specific instructions issued by an authorised representative of the Customer,
(each being a "Relief Event" for the purposes of these Terms).

1.2 Without prejudice to any other rights or remedies of the Supplier, in the event of a Relief Event occurring the Supplier shall:

(a) be entitled to reimbursement from the Customer, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including, notwithstanding any other provision of these Terms, any indirect or consequential losses, loss of profit or revenue, loss of reputation or goodwill or loss or damage to property) as a result of the occurrence of the Relief Event;  

(b) provide written confirmation of such costs, charges or losses sustained or incurred if requested by the Customer; and

(c) provide such supporting information and evidence as may reasonably be requested by the Customer in respect of any reimbursement requested.  

Acceptable use

4.6 The Customer shall not:

(a) use the Workforce Solution in any way or take any action that causes, or may cause, damage to the Workforce Solution or impairment of the performance, availability or accessibility of the Workforce Solution;

(b) without prejudice to Clause 4.2(b), use the Workforce Solution in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) without prejudice to Clause 10.2, use the Workforce Solution to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other Malicious Software;

(d) conduct any systematic or automated data collection activities (including scraping, data mining, data extraction and data harvesting) on or in relation to the Workforce Solution without the Supplier's express prior written consent;

(e) access or otherwise interact with the Workforce Solution using any robot, spider or other automated process; or

(f) use data collected from the Workforce Solution for any direct marketing activity (including email marketing, SMS marketing, telemarketing and direct mailing).

5. Warranties

5.1 Each party warrants and represents to the other that:

(a) it has all necessary authority, power and capacity to enter into and perform these Terms; and

(b) these Terms are executed by a duly authorised representative of that party and, once duly executed, these Terms shall constitute its legal, valid and binding obligations.

5.2 Except as expressly provided in these Terms, neither party gives any representation or warranty to the other party, and each party hereby excludes, to the fullest extent permitted by Applicable Law, all express and implied terms, conditions, representations and warranties concerning the subject matter of these Terms and the performance of its obligations hereunder, including any representation, warranty, term or condition of fitness for purpose, merchantability or satisfactory quality, or that any use of the Workforce Solution and/or this Trial will be uninterrupted, error free or compliant with Applicable Law.

6. Free trial

6.1 The Customer's access to and use of the Workforce Solution as part of this Trial is provided on a non-chargeable basis for the duration of the Trial Term.

6.2 If the Customer wishes to continue accessing and using the Workforce Solution after termination of these Terms and this Trial, it must enter into the Supplier's separate master services agreement for the provision of the full Workforce Solution, which will be provided on a chargeable basis. Details of the charges and fees payable for access to and use of the full Workforce Solution will be set out by the Supplier's master services agreement.

6.3 The Customer shall be responsible for compliance with all export and import control laws, including obtaining any necessary import licences or permits necessary in respect of its receipt of the Workforce Solution for the purposes of this Trial, or delivery of the same to the Customer. The Customer shall be responsible for any and all customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation, delivery, use, maintenance and/or receipt of the Workforce Solution for the purposes of this Trial and the performance of its obligations pursuant to these Terms. The Customer shall also pay any fees, fines, assessments penalties and/or interest which the Supplier is required to collect and/or remit to any appropriate tax authority in any relevant territory which arise in connection with these Terms.

7. Intellectual property rights

General

7.1 Save as expressly provided in these Terms, neither party obtains any ownership of or right or interest in any Intellectual Property Rights of the other party by virtue of these Terms, and each party shall only be given rights to use the other party's Intellectual Property Rights as explicitly provided for in these Terms.
Supplier Intellectual Property Rights

7.2 The Supplier owns or is licensed and shall continue to own or be licensed any Intellectual Property Rights subsisting in:

(a) the Workforce Solution; and

(b) anything developed or created by the Supplier (or on behalf of the Supplier) in the course of the performance of its obligations under these Terms.

7.3 To the extent that the Customer acquires or has acquired any right, title, interest or Intellectual Property Rights in anything created or developed by the Supplier or on its behalf (including to the extent that the foregoing does not vest in the Supplier by operation of law), the Customer hereby irrevocably assigns (or shall procure the assignment of) the same to the Supplier, including by way of present assignment of future rights.

7.4 The Supplier hereby grants (or will procure the grant of) to the Customer during the Trial Term a non-exclusive, non-sublicensable, non-transferable, royalty free licence to use (and to permit its Trial Users to use) any Intellectual Property Rights of the Supplier provided by the Supplier to the Customer for this Trial for the sole purpose of and to the extent reasonably necessary in enabling the Customer to: (i) receive and use the Workforce Solution as part of this Trial, in accordance with these Terms; and (ii) perform its obligations and exercise its rights in accordance with these Terms.

Customer Intellectual Property Rights

7.5 The Customer hereby grants (or will procure the grant of) to the Supplier and its subcontractors a royalty-free, non-exclusive licence to use any Intellectual Property Rights of the Customer for the purposes of and to the extent reasonably necessary in enabling the Supplier to: (i) provide the Workforce Solution for the purposes of this Trial, in accordance with these Terms; and (ii) perform its obligations and exercise its rights in accordance with these Terms.

Trade Marks

7.6 Neither party shall use or reproduce any names, trade marks, branding or logos owned by the other party for the purposes of advertising or promotional materials without the other party's prior written consent.

Termination

7.7 Upon termination or expiry of these Terms, as applicable, any and all rights and interests the Customer may have by virtue of Clause 7.4 in any Intellectual Property Rights provided by the Supplier pursuant to these Terms shall immediately terminate and the provisions of Clause 12 shall apply.

8. Confidentiality

8.1 Each party undertakes, for the duration of the Trial Term and for a period of five (5) years after termination or expiry of these Terms:

(a) to keep confidential the other party's Confidential Information;

(b) not to divulge or communicate Confidential Information of the other party to any person (other than in accordance with this Clause 8);

(c) not to use any Confidential Information of the other party other than as is necessary to exercise its rights or fulfil its obligations under these Terms; and

(d) to procure that any person to whom any Confidential Information is disclosed by it complies with the restrictions in this Clause 8 as if such person were a party to these Terms.

8.2 Notwithstanding Clause 8.1, a party may disclose the other party's Confidential Information:

(a) to its employees, agents, subcontractors and professional advisers, where such disclosure is required for the performance of its obligations, or the preservation or exercise of its rights, under these Terms;

(b) to its auditors, any court of law or a regulator to the extent that disclosure is required to fulfil its obligations under Applicable Law (provided always that, where permitted by Applicable Law, the party making such disclosure gives as much notice as possible to the other party prior to such disclosure); and/or

(c) if and to the extent the other party has given prior written consent to the disclosure.

8.3 Except as required by a court of law or regulator, neither party shall make any announcement concerning these Terms, or the subject matter thereof, without the prior written consent of the other party (which shall not be unreasonably withheld or delayed).

9. Data protection

9.1 Each party shall:

(a) to the extent processing any Personal Data on behalf of the other party, and acting as a Processor for such other party, comply with the provisions of, and obligations imposed on a Processor by, the Data Protection Laws, including the stipulations set out in Articles 28(3)(a)-(h) of the GDPR which form a part of, and are incorporated into, these Terms as if they were set out in full, and the reference to "documented instructions" in Article 28(3)(a) of the GDPR shall include the provisions of these Terms;

(b) to the extent acting as a Controller with respect to the Personal Data which it processes in connection with these Terms, comply with the provisions of, and obligations imposed on a Controller by, the Data Protection Laws;

(c) not disclose any Personal Data provided to it by the other party to any Data Subject or to a third party other than at the written request of the other party or as expressly provided for in these Terms (including as may be required for such party to comply with its obligations as a Controller in accordance with Clause 9.1(b)); and

(d) not do, cause or permit to be done, anything which may result in a breach by the other party of the Data Protection Laws, when processing Personal Data under these Terms.

10. Security

10.1 In respect of its receipt and use of the Workforce Solution for the purposes of this Trial, the Customer shall comply with any specific security requirements set out in the End User Licence Agreement and shall otherwise ensure that it has appropriate practices and policies in place in respect of information security and continuity and storage of data, which, at a minimum, shall be in accordance with Good Industry Practice. Such practices and policies shall, in particular, prevent:

(a) any unauthorised access to any part of the Supplier's computing, information systems and/or IT environments; and

(b) the Customer or any of the Trial Users from inserting or including, or permitting or causing any third party to insert or include, any Malicious Software into any part of the Supplier's computing, information systems and/or IT environments.

10.2 Without prejudice to Clause 10.1, the Customer shall, throughout the Trial Term, use up-to-date anti-virus and anti-Malicious Software programmes and software.

11. Termination

General

11.1 In accordance with Clause 2, these Terms (and the Customer's Trial), shall automatically terminate at the end of the Trial Period, unless terminated earlier in accordance with the provisions of this Clause 11.

11.2 If the parties agree and enter into a separate master services agreement for the provision of the full Workforce Solution prior to the termination or expiry of these Terms (and the Customer's Trial), then these Terms (and the Customer's Trial) shall be treated as automatically terminated from the effective date of the separate master services agreement entered into by the Customer and Supplier for the full Workforce Solution.

11.3 Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party:

(a) if the other party commits a material breach of these Terms and such breach is irremediable or (if such breach is remediable) fails to remedy the breach within a period of three (3) days after being notified in writing to do so; or

(b) if the other party becomes the subject of an Insolvency Event.
Termination by the Supplier

11.4 Without affecting any other right or remedy available to it, the Supplier may terminate these Terms on notice in writing to the Customer with immediate effect if:

(a) the Customer is in breach of any of its obligations under Clauses 4.2, 4.3, 4.6, 8, 9, 10 or 17; or

(b) required to do so by a regulator or in order to comply with any Applicable Law or any change in Applicable Law.

12. Consequences of termination

12.1 Termination or expiry of these Terms in accordance with its provisions will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination or expiry.

12.2 All rights and obligations of the parties under these Terms shall cease to have effect immediately upon termination or expiry of these Terms, save that Clauses which are expressed to survive its termination or expiry, or which from their nature or context it is contemplated that they are to survive termination or expiry, shall continue in force following termination or expiry of these Terms, including: Clauses 4.3, 7.1 to 7.3, 7.6, 8, 11, this 12, 13, 14, 16 and 18.

12.3 Upon termination or expiry of these Terms, each party shall deliver to or otherwise dispose of (as directed by the other party) any and all data, materials and property belonging or relating to the other party, including all Confidential Information of the other party, and all copies of the same then in its possession custody or control, except to the extent the continued use of such data, materials and property is otherwise agreed between the parties under the Supplier's separate master services agreement for the provision of the full Workforce Solution (in which case, the continued possession and use of such data, materials and property of the other party shall be governed by such separate master services agreement).

13. Liability

13.1 Nothing in these Terms shall limit or exclude either party's liability for:

(a) fraud or fraudulent misrepresentation;

(b) death or personal injury caused by its negligence; or

(c) any other matter that may not otherwise be limited or excluded by Applicable Law.

13.2 Subject to Clause 13.1, the Supplier will not be liable (whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, misrepresentation or otherwise) for any:

(a) loss of profit or revenue;

(b) loss of interest;

(c) loss of anticipated savings;

(d) loss of contract;

(e) loss of business;

(f) loss of goodwill or loss of reputation;

(g) loss of or corruption to software, data or information; and/or

(h) any indirect or consequential losses of any kind.

13.3 Subject to Clauses 13.1 and 13.2, the aggregate liability of the Supplier to the Customer (whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, misrepresentation or otherwise) in respect of all claims arising out of or in connection with these Terms shall not exceed £1,000.

14. Dispute resolution

14.1 The parties shall use all reasonable endeavours to discuss and resolve any dispute which may arise out of or in connection with these Terms.

14.2 If the parties cannot resolve the dispute within four (4) days of the dispute arising through discussion by the parties' respective authorised representatives (including senior representatives, if required), then the parties shall agree, within three (3) days, as to whether the dispute shall be referred to mediation, which shall be administered by the Centre for Effective Dispute Resolution ("CEDR") in London, before having recourse to litigation. Neither party shall be obliged to agree to a referral of the dispute to mediation, in which case the dispute shall be determined pursuant to Clause 18.10.

14.3 Where the parties agree to do so, any mediation shall be conducted in accordance with the CEDR's rules then in force (including in respect of the procedures to be adopted, the process of selection of mediator and the costs involved). Any mediator appointed shall be independent to either party.

14.4 If the parties accept the mediator's recommendations or otherwise reach agreement on the resolution of the dispute, such agreement shall be recorded in writing (including details of the resolution) and signed by each party. Once so signed, the agreement shall be binding on both parties.

14.5 Nothing in this Clause shall prevent either party from applying at any time to the court for interim or injunctive relief on the grounds of breach, or threatened breach, of the other party's obligations of confidentiality under these Terms, or infringement, or threatened infringement, of the applicant's Intellectual Property Rights.

15. Force majeure

15.1 Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from a Force Majeure Event.

15.2 On the occurrence of a Force Majeure Event, the party affected by the Force Majeure Event shall notify the other party in writing as soon as reasonably practicable, including, where possible, details of the Force Majeure Event, its likely effect on the obligations of the affected party and its likely duration.

15.3 The affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and facilitate the continued performance of these Terms.

15.4 The affected party shall notify the other party as soon as reasonably practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under these Terms. Following such notification, these Terms shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

16. Non-solicitation

During the Trial Term, and for a period of six (6) months following termination or expiry of these Terms, the Customer shall not, without the prior written consent of the Supplier, whether directly or indirectly or in conjunction with, or on behalf of, any other person, solicit for employment (or engagement, provision or in any other capacity) any contractor signed up to the Workforce Solution and/or any employee, consultant or other staff who have been employed or engaged in the provision of this Trial or in the performance or management of these Terms at any time during the preceding twelve (12) months. This Clause shall not apply to unsolicited responses by such persons to bona fide general recruitment advertising placed by or on behalf of the Customer.

17. Anti-bribery

17.1 In connection with these Terms and the provision, receipt or use of the Workforce Solution through this Trial (as applicable to a party), each party shall (and shall procure that any of its associated persons (as defined within the UK's Bribery Act 2010) shall):

(a) comply with all Applicable Law relating to anti-bribery and anti-corruption, including the UK's Bribery Act 2010 and the United States Foreign Corrupt Practices Act of 1977 (all as may be amended from time to time) (together, the "Bribery Legislation"); and

(b) have in place (and shall at all times continue to have in place) and monitor and enforce policies and procedures to ensure compliance with the Bribery Legislation, including adequate procedures (as determined in accordance with the UK's Bribery Act 2010) designed to prevent any of its associated persons from committing an offence under any Bribery Legislation.

17.2 Any breach by the Customer of this Clause shall be deemed to be a material breach of these Terms not capable of remedy.

18. General

18.1 Assignment. The Customer shall not assign, transfer, novate or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of the Supplier.

18.2 Variation. No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised

18.3 Wavier. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver or abandonment of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18.4 Remedies. Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law and all remedies available to a party for breach of these Terms are cumulative and may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

18.5 Severance. If any part of these Terms are held to be invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable or, if such is not possible, the relevant part shall be deemed deleted. The remaining provisions of these Terms shall be unimpaired and in full force and effect.

18.6 Entire Agreement. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Neither party has entered into these Terms in reliance on, nor shall it have any remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. Neither party shall have any claim for innocent or negligent misrepresentation based on any statement in these Terms. Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into these Terms shall be for breach of contract. Nothing in this Clause limits or excludes any liability for fraud.

18.7 No Partnership or Agency. Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise a party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18.8 Third Party Rights. The parties do not intend that any provision of these Terms shall be enforceable by any person who is not a party to it, including pursuant to the Contracts (Rights of Third Parties) Act 1999.

18.9  Notices. Provided that this Clause does not apply to the service of any legal proceedings or documents, any notice or other communication given to a party under or in connection with these Terms shall be in writing, in English and:

(a) shall be:

(i) delivered to a party by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office; or
(ii) sent by email to [email protected] (FAO: Chief Finance Officer ) in the case of the Supplier and in the case of the Customer to the email address provided by the Customer to the Supplier; and

(b) any notice shall be deemed to have been received:

(i) if delivered by hand, on signature of a delivery receipt or at the time the notice is delivered to the party's registered office;
(ii) if delivered by pre-paid first-class post or other next Business Day delivery service, at 09:00 UK time on the next Business Day after posting; or
(iii) if sent by email, two (2) hours after sending or, if the email was sent after 17:00 UK time on a Business Day or on a day which is not a Business Day, at 09:00 UK time on the next Business Day (provided that the party sending such email has not received any delivery failure notification).

18.10 Governing Law and Jurisdiction. These Terms 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 laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.
 

These Terms have been entered into on the date stated at the beginning of them.

 

Schedule 1 – Workforce solution

1. Service Description as relevant to this Trial:

1.1. Ten80 to provide URL and primary user account to Customer. Allow the Customer to create other users on the platform as required.

1.2. Ten80 to provide access to ticketing tool enabling creation of outcomes based ticket. Ability to publish tickets to the global marketplace or favourite contractors.

1.3. Ten80 to provide workflow approval processes and roles to manage workflow.

1.4. Ten80 to provide spend management module for budgeting, reporting and control purposes.

1.5. Ten80 to provide ability to add and manage favourites.

1.6. Ten80 to provide ability to raise and resolve disputes.

1.7. Ten80 to provide ability to change administrative settings.

1.8. Ten80 to provide ability to attach documents throughout platform.

1.9. Ten80 Group to assist in the on-boarding of the Customer

As set out in Clause 3.3, the Customer acknowledges that it will have no other rights of access or use in respect of the Workforce Solution. If the Customer wishes to be able to access and use the full Workforce Solution, it must separately agree and enter into the Supplier's master services agreement for such purpose.

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