Paribus Interactive End User Subscription Agreement

QGATE SOFTWARE LIMITED (“QGate”)

END USER SUBSCRIPTION AGREEMENT (“EUSA”)
TERMS &CONDITIONS OF BUSINESS
Accessible at www.ParibusCloud.com/trust or available in written form upon request from QGate.

Subscriber and QGate hereby agree as follows:

1. INTERPRETATION

1.1 The definitions and rules of interpretation in these Terms and Conditions of Business apply in this EUSA.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer and approved by QGate to use the Services and the Documentation.

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

Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 and in any of the Mandatory Policies.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Documentation: the document(s) made available to the Customer by QGate online at www.ParibusCloud.com/trust or such other web address notified by QGate to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date: The date agreed by QGate and the Customer and stated on the Order Form

Mandatory Policies: QGate’s business policies and codes of practice, as set out in full and accessible at all times to the Customer at the points where they appear in the text of these Terms and Conditions of Business and as may be amended or added to by notification to the Customer from time to time and which shall be deemed to form part of the these Terms and Conditions of Business.

Normal Business Hours: 9.00am to 5.30pm local UK time, each Business Day.

Order Form: Details of initial Subscription Term, fees and User Subscription quantities provided in The Schedule.

Renewal Period(s): Subscription Terms following the initial Subscription Term.

Services: the subscription services provided by QGate to the Customer pursuant to these Terms and Conditions of Business. For the avoidance of doubt, these terms and conditions expressly exclude any provision of professional services supplied by QGate to Customer for the implementation or customisation of the subscribed products which, should they be required, would be subject to a separate services agreement

Subscription Fees: the subscription fees payable by the Customer to QGate for the User Subscriptions

Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods.

Support Services Policy: QGate's policy for providing support in relation to the Services as may be notified to the Customer from time to time.

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these Terms and Conditions of Business.

1.2 Clauses and paragraph headings shall not affect the interpretation of these Terms and Conditions of Business.

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this EUSA.

1.8 A reference to a statute or statutory provision shall include all subordinate legislation made, as at the date when this EUSA came into force, under that statute or statutory provision.

1.9 A reference to writing or written does not include faxes or e-mail.

1.10 References to clauses are to the clauses and of these Terms and Conditions of Business.


2. USER SUBSCRIPTIONS

2.1 Subject to the Customer entering into a binding agreement, subject to these Terms and Conditions of Business and making the due User Subscription Payments and commencing the Subscription Term in accordance with the terms of and subject to the restrictions contained in this EUSA, QGate hereby grants to the Customer a non-exclusive, non-transferable right to use the Services and to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) 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 Services and/or Documentation;

2.3 The Customer shall fully comply at all times during the Subscription Term with the Mandatory Policies (and in particular with the Acceptable Use Policy). QGate reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.


2.4 The Customer shall not:

(a) except as may be allowed by any applicable law
which is incapable of exclusion by agreement between the parties and except to
the extent expressly permitted under these Terms and Conditions of Business:

(i) attempt to copy, modify, duplicate, create
derivative works from, frame, mirror, republish, download, display, transmit,
or distribute all or any part of the Services and/or Documentation (as
applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse
engineer or otherwise reduce to human-perceivable form all or any part of the
Services; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(c) use the Services and/or Documentation to provide services to third parties; or

(d) subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.4.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify QGate.

2.6 The rights provided under this clause are granted to the Customer only, and (where the Customer is a limited company) shall not be considered granted to any subsidiary or holding company of the Customer.


3. ADDITIONAL USER SUBSCRIPTIONS

3.1 Subject to clauses 3.2 and 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and QGate shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with these Terms and Conditions of Business.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify QGate in writing. QGate shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request.

3.3 If QGate approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of QGate's invoice, pay to the QGate the relevant fees for such additional User Subscriptions as set out in the Order Form and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or the then current Renewal Period (as applicable).

4. SERVICES

4.1 QGate shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer in accordance with these Terms and Conditions of Business.

4.2 QGate shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that QGate has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

4.3 QGate shall, as part of the Services and at no additional cost to the Customer, provide the Customer with QGate's standard customer support services during Normal Business Hours in accordance with QGate's Support Services Policy in effect at the time that the Services are provided. QGate may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may add to the Services enhanced support services separately at QGate's then current rates.

5. CUSTOMER DATA

5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 QGate shall follow its archiving procedures for Customer Data in accordance with the Mandatory Policy entitled Data Security, as such document may be amended by QGate in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for QGate to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by QGate in accordance with the archiving procedure described in its Back-Up Policy. QGate shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by QGate to perform services related to Customer Data maintenance and back-up).

5.3 QGate shall, in providing the Services, comply with its Data Security policy document relating to the privacy and security of the Customer Data or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.

5.4 In addition to the provisions of clause 5.3, if QGate processes any personal data on the Customer's behalf when performing its obligations under this EUSA, the parties record their intention that the Customer shall be the data controller and QGate shall be a data processor and in any such case:

(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorised Users are located in order to carry out the Services and QGate’s other obligations under this EUSA;

(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to QGate so that QGate may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;

(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d) QGate shall process the personal data only in accordance with the terms of this EUSA and any lawful instructions reasonably given by the Customer from time to time; and

(e) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.


6. THIRD PARTY PROVIDERS

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. QGate makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract
entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not QGate. QGate recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. QGate does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7. QGATE'S OBLIGATIONS

7.1 QGate undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to QGate’s instructions, or modification or alteration of the Services by any party other than QGate or QGate’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, QGate will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, QGate:

(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.


7.3 These Terms and Conditions of Business shall not prevent QGate from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this EUSA.

7.4 QGate warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this EUSA.

8. CUSTOMER'S OBLIGATIONS

The Customer shall:

(a) provide QGate with:

(i) all necessary co-operation in relation to this EUSA; and

(ii) all necessary access to such information as may be required by QGate; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this EUSA;

(c) carry out all other Customer responsibilities set out in this EUSA in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, QGate may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms and Conditions of Business and shall be responsible for any Authorised User's breach of this EUSA;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for QGate, its contractors and agents to perform their obligations under this EUSA, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by QGate from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to QGate’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

(h) Fully and effectively comply with the Mandatory Policies.


9. CHARGES AND PAYMENT

9.1 The Customer shall pay the Subscription Fees to QGate for access to QGate’s software and for the User Subscriptions in accordance with this clause 9 and set out in the Order Form

9.2 The Customer shall on the Effective Date provide to QGate valid, up-to-date and complete credit card details or approved purchase order information acceptable to QGate and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a) its credit card details to QGate, the Customer hereby authorises QGate to bill such credit card:

(i) on or shortly following the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to clause 14.1, on or shortly following each monthly date after the Effective Date for the Subscription Fees payable in respect of the next Subscription Term; or,

(b) its approved purchase order information to QGate, QGate shall invoice the Customer:

(i) on or shortly following the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii) subject to clause 14.1, at least 7 days prior to each monthly date after the Effective Date for the Subscription Fees payable in respect of the next Subscription Term , and the Customer shall pay each invoice within 30 days after the date of such invoice.

9.3 If QGate has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of QGate:

(a) QGate may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and QGate shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of QGate's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4 All amounts and fees stated or referred to in this EUSA:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 13.4(b), non-cancellable and non-refundable;

(c) are exclusive of any sales or value added tax, which shall be added to QGate’s invoice(s) at the appropriate rate.


9.5 QGate shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 at the start of each Subscription Term upon 30 days' prior notice to the Customer and the Order Form shall be deemed to have been amended accordingly.

10. PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that QGate and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this EUSA does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 QGate confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms and Conditions of Business.

11. Confidentiality and compliance with policies

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this EUSA. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's
Confidential Information for any purpose other than the implementation of this EUSA.

11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this EUSA.

11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute QGate's Confidential Information.

11.6 QGate acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

11.8 The above provisions of this clause 11 shall survive termination of this EUSA, however arising.

11.9 In performing its obligations under this EUSA the Customer shall comply with the Mandatory Policies, some of which contain their own terms and conditions with regard to confidentiality. In the event that any such terms and conditions conflict with any of the terms and conditions in this clause 11, the former shall prevail.

12. INDEMNITY

12.1 The Customer shall defend, indemnify and hold harmless QGate against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:

(a) the Customer is given prompt notice of any such claim;

(b) QGate provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

(c) the Customer is given sole authority to defend or settle the claim.

12.2 QGate shall defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

(a) QGate is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to QGate in the defence and settlement of such claim, at QGate’s expense; and

(c) QGate is given sole authority to defend or settle the claim.

12.3 In the defence or settlement of any claim, QGate may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this EUSA on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

12.4 In no event shall QGate, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

(a) a modification of the Services or Documentation by anyone other than QGate; or

(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by QGate; or

(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from QGate or any appropriate authority.

12.5 The foregoing and clause 13.4(b) state the Customer's sole and exclusive rights and remedies, and QGate’s (including QGate’s employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY

13.1 This clause 13 sets out the entire financial liability of QGate (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:;

(a) in respect of any use made by the Customer of the Services and Documentation or any part of them; and

(b) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this EUSA.

13.2 Except as expressly and specifically provided in this EUSA:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. QGate shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to QGate by the Customer in connection with the Services, or any actions taken by QGate at the Customer's direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this EUSA; and

(c) the Services and the Documentation are provided to the Customer on an "as is" basis.

13.3 Nothing in this EUSA excludes the liability of QGate:

(a) for death or personal injury caused by QGate's negligence; or

(b) for fraud or fraudulent misrepresentation.


13.4 Subject to clause 13.2 and clause 13.3:

(a) QGate shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this EUSA; and

(b) QGate's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this EUSA shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.


14. TERM AND TERMINATION

14.1 This EUSA shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this EUSA shall be automatically renewed for successive periods of 12 months (a Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the initial Subscription Term or any subsequent Subscription Term, in which case this EUSA shall terminate upon the expiry of the applicable Subscription Term; or

(b) where otherwise terminated in accordance with the provisions of this EUSA; and the Initial Subscription Term together with any Renewal Periods shall constitute the Subscription Term.

14.2 Without affecting any other right or remedy available to it, either party may terminate this EUSA with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under these Terms and Conditions of Business on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this EUSA which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 45 days after being notified in writing to do so;

(c) the other party repeatedly breaches any of these Terms and Conditions of Business in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this EUSA;

(d) 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 ;

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(d) to clause 14.2(j) (inclusive);

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(m) any warranty given by QGate in clause 7.4 of this EUSA is found to be untrue or misleading.

14.3 In the event there is a Change of Control of the Customer, QGate shall have the right to terminate this EUSA with immediate effect by giving written notice to the Customer.

14.4 On termination of this EUSA for any reason:

(a) all licences granted under this EUSA shall immediately terminate;

(b) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) QGate may destroy or otherwise dispose of any of the Customer Data in its possession unless QGate receives, no later than ten days after the effective date of the termination of this EUSA, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. QGate shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by QGate in returning or disposing of Customer Data; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms and Conditions of Business which existed at or before the date of termination shall not be affected or prejudiced.


15. FORCE MAJEURE

QGate shall have no Liability to the Customer under this EUSA if it is prevented from or delayed in performing its obligations under these Terms and Conditions of Business, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of QGate or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, act of terrorism, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16. CONFLICT
If there is an inconsistency between any of the provisions in the main body of this EUSA, the provisions in these Terms and Conditions of Business shall prevail.

17. VARIATION
No variation of these Terms and Conditions of Business shall be effective unless it is in writing and signed by the authorised representatives of QGate and the Customer.

18. WAIVER
No failure or delay by a party to this EUSA to exercise any right or remedy provided in these Terms and Conditions of Business or by law shall constitute a waiver 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.

19. RIGHTS AND REMEDIES
Except as expressly provided in these Terms and Conditions of Business, the rights and remedies provided under this EUSA are in addition to, and not exclusive of, any rights or remedies provided by law.

20. SEVERANCE

20.1 If any provision (or part of a provision) of these Terms and Conditions of Business is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. ENTIRE AGREEMENT

21.1 This EUSA and any Documenation referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

21.2 Each of the parties acknowledges and agrees that in entering into this EUSA it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this EUSA or not) relating to the subject matter of this EUSA, other than as expressly set out in these Terms and Conditions of Business.

22. ASSIGNMENT

22.1 The Customer shall not, without the prior written consent of QGate, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EUSA.

22.2 QGate may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EUSA.

23. NO PARTNERSHIP OR AGENCY

Nothing in this EUSA or in these Terms and Conditions of Business is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. THIRD PARTY RIGHTS

This EUSA does not confer any rights on any person or party (other than QGate and the Customer and, where applicable, QGate’s successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. NOTICES

25.1 Any notice required to be given under these Terms and Conditions of Business shall be in writing and shall be delivered by pre-paid first-class post or recorded delivery post to the other party at its address as shall have been notified by that party for such purposes and any purported notice sent by email by either party to the other shall not be a valid notice and of no effect under these Terms and Conditions of Business.

25.2 A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.

26. GOVERNING LAW

This EUSA and any dispute or claim arising out of or in connection with it or its subject matter or its Terms and Conditions of Business or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

27. JURISDICTION

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 EUSA or its subject matter or its Terms and Conditions of Business or formation (including non-contractual disputes or claims).