TERM OF USE This Agreement governs use of DETEGO products and services by the Customer. By execution of an order form referencing this Master Subscription Agreement, Customer agrees to the terms of this Agreement. DETEGO grants the Customer a personal right to access and use the Services and Documentation for the Subscription Term, to the extent that is necessary for the Services. This right remains until the Services are suspended or terminated in accordance to DETEGO’s terms of Termination The Services are for use by the Customer only and the Customer shall not allow the Services to used by or for the benefit of any other Party without the express written consent of DETEGO granting the Customer permission in writing to allow other Affiliates to us the Services. Access to the Service is only permissible by one of the means of access notified by DETEGO to the Customer via the relevant Order Form. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of it use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or cause damage or injury to any person or property; and DETEGO reserves the right, without liability or prejudice to it other right s to the Customer, to disable the Customers access to any material that breaches the provisions of this clause. The Customer shall not: 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 this Agreement; (a) attempt to copy, modify, duplicate, create derivate work from, frame, mirror, republish, download, display, transmit, or distribute all or an portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (c) 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 (d) use the Services and/or Documentation to provide services to third parties; or (e) 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, or (f) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement. DETEGO will not provide direct support or maintenance or upgrade or any warranty for any third-party products or software (except where it has expressly specified otherwise). DETEGO shall have no obligation to provide Services in respect of a fault arising from (a) the improper use by the Customer of the Services; (b) the use of the Service on equipment other than as previously approved in writing by DETEGO or that meets any criteria published by DETEGO; (c) repair, adjustment, alteration or modification of the Service or it merger with the software by a third party resulting in the departure of the Documentation save with the prior written authority of DETEGO; and/or (d) the use of the Service for the purpose for which it was not designed. 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 DETEGO. CUSTOMER DATA The Customer warrants that it has all intellectual property right, licences, consents and permission to input and process any data that it uses for the Services, and that it shall at all time comply with it privacy and security policies with regard to such data. The Customer is responsible for ensuring that it complies with Data Protection law to the extent that it processes personal data using the Services, and it shall take all appropriate technical and organisational measure to ensure a level of security appropriate to the risk, including inter alia appropriate the pseudonymisation and encryption of Personal Data. To the extent that any Personal Data is processed as part of the Services, the parties acknowledges that DETEGO is a data Processor and the Customer is a data Controller for the purposes of Data Protection Laws, and that the parties shall comply with and take measures described in DETEGO’s Data Protection Terms. The Customer shall be solely responsible for providing, updating, uploading, and maintaining all of it data stored and used in connection with the Services. The accuracy of such data shall be the Customers sole responsibility. DETEGO reserves the right to remove any data or content which it may, in it sole discretion, deem harmful, prejudiced, accurate or deceptive. DETEGO acknowledges that the Customer’s data is the Confidential Information of the Customer. SUPPLIER’S OBLIGATIONS & WARRANTIES DETEGO undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. This obligation shall to apply to the extent of any non-conformance which is cause by the use of the Services contrary to DETEGO’s instructions, modifications or alteration of the Services by any party other than DETEGO or DETEGO’s duly authorised contractors and agents. As part of the Services, DETEGO will provide support in accordance with the Standard Support Terms. DETEGO warrants that it has a will maintain all necessary licences, consents, and permission necessary for the performance of it obligations under this Agreement. Further terms regarding Supplier Obligations and Warranties are stipulated and governed by DETEGO’s Master Subscription Agreement (MSA) CUSTOMER’S OBLIGATIONS The Customer shall provide DETEGO with: (a) all necessary co-operation in relation to this Agreement and the terms governed under DETEGO’s MSA; (b) all necessary access to such information as may be required by DETEGO; in order to provide the Services, including but not limited to Customer Data, security access information configuration services. The Customer warrants that it has obtained all necessary corporate approvals and consents to enter this Agreement and that the same constitutes a binding obligation on the Customer to observe and perform the Agreement accordingly. Further terms regarding Customer obligation are stipulated and governed by DETEGO’s MSA CHARGES & PAYMENTS The Customer shall pay the Charges to DETEGO with effect from the date specified on an Order Form. Charges are due 30 days from the invoice date. Invoices may be set electronically, unless other stated in the relevant Order Form If any Charges are overdue 30 days or more, DETEGO may, without limiting its other right any remedies: (a) suspend (in whole or in part) the Services, including support until such amount are paid out in full; and/or (b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of DETEGO’s banker in the UK from time to time, commencing on the due date and continuing until fully paid , whether before or after judgement. All Charges payable to DETEGO by the Customer under this Agreement are exclusive of Value Added Tax or other equivalent sales taxes, which shall be payable in addition where applicable, and to the extent that Value Added Tax or such other equivalent sales tax is or becomes payable on any such payment, the Customer will render to the Company an appropriate tax invoice in respect thereof. All payment obligation for the Service provided in this Agreement, and further in DETEGO’s MSA are non-cancellable and amount paid are non-refundable. INTELLECTUAL PROPERTY RIGHTS The Customer acknowledges and agrees that DETEGO and/or its licensors own all intellectual property rights in the Services, the Documentation and DETEGO’s Confidential Information and that is has all the rights it purports to grant under, and in accordance with, the terms of this Agreement. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any intellectual property rights in respect of the Services or the Documentation. The Customer warrants that it and/or its licensors own all the intellectual property rights to the data it inputs into the Services and Customer’s other Confidential Information. Subject to the terms stipulated in the DETEGO’s MSA, DETEGO shall defend the Customer, its officers, directors and employees against any claims that the Services infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims In the defence or settlement of any claim, DETEGO 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 Agreement 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. Further terms regarding Intellectual Property Rights are stipulated and governed by DETEGO’s MSA CONFIDENTIALITY Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. 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; or (d) is independently developed by the receiving party, which independent development can be shown by written evidence. Further terms regarding Confidentiality are stipulated and governed by DETEGO’s MSA INDEMNITY The Customer shall defend, indemnify and hold harmless DETEGO 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) DETEGO 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. LIMITATION OF LIABILITY Except as expressly and specifically provided in this Agreement: 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. DETEGO shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to DETEGO by the Customer in connection with the Services, or any actions taken by DETEGO at the Customer’s direction; all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and the Services and the Documentation are provided to the Customer on an “as is” basis. Further terms regarding Limitation of Liability are stipulated in and governed by DETEGO’s MSA TERM AND TERMINATION This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Commencement Date and shall continue for the Initial Term (provided on an Order Form) and, thereafter, the Renewal Period, unless: either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or otherwise terminated in accordance with the provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so. Without affecting any other right or remedy available to DETEGO, it may terminate or suspend its Services under this Agreement if: the Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment; the Customer 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, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; the Customer 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; 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 Customer; DETEGO may terminate this Agreement at any time in respect only of any Additional Support by giving 14 days’ written notice to the Customer. Without prejudice to any other rights and remedies of DETEGO under this Agreement, the termination of any Additional Support under this clause 13.4 will not cause any other element of the Services to terminate. Further terms regarding Term and Termination are stipulated in and governed by DETEGO’s MSA NOTICES Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in an Order Form, or such other address as may have been notified by that party for such purposes. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). 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. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender). GOVERNING LAWS 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.