BETWEEN (1) QUERYCLICK LIMITED a company incorporated under the Companies Acts and having its registered office at Level 3, The Stamp Office, 10 Waterloo Place, Edinburgh EH1 3EG (“QueryClick”) and (2) [FULL COMPANY NAME] a company incorporated under the Companies Acts and having its registered office at (“the Client”) WHEREAS QueryClick provides Software as a Service (SaaS) and the Client wishes to subscribe to one or more services provided by QueryClick, the parties do hereby agree as follows:-. Definitions and Interpretation 1. In this Agreement the following meanings shall apply (save where the context otherwise requires):- a) “Affiliate” means each and any Subsidiary or Holding Company of a party and each and any Subsidiary of a Holding Company of a party; b) “Agreement” means this Agreement including the schedules hereto; c) “Commencement Date” means XXXX; d) “Client Information” means all information provided by the Client to QueryClick and used by QueryClick in terms of this Agreement; e) “Client Personal Data” means all personal data (as defined in terms of Data Protection Law) provided by the Client to QueryClick in terms of this Agreement; f) “Data Protection Law” means the Data Protection Act 2018, the General Data Protection Regulation 2016/679 and all relative European Union and Member State data protection legislation in force and as amended or replaced from time to time; g) “Downtime” means any period during Service Hours during which there is total loss of the Services; h) “Force Majeure Event” means a cause beyond the reasonable control of a party (or its sub-contractors, where applicable) including but not limited to acts of God, war, insurrection, riot, civil commotion, Government regulation, embargo, explosion, strike, labour dispute, illness, flood, fire, act of terrorism, epidemic, pandemic, embargo, imposition of sanctions, civil commotion, non-performance or delay in performance by suppliers, agents or subcontractors, or interruption or failure of utility service; i) “Initial Term” means the period of 12 months following the Commencement Date; j) “Intellectual Property Rights” means all copyright, patents, database rights, registered and unregistered design rights, trademarks and service marks and applications for any of the foregoing, rights to inventions, business names and domain names, product names rights in get up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in computer software (including object code and source code), semi-conductor topography rights together with all trade secrets, discoveries, know-how, rights to confidence and other intellectual and industrial property rights in all parts of the world and for the full term thereof including all rights to renew the same; k) “Month” means a calendar month and “monthly” shall be construed accordingly; l) “Service Fee” means the fees charged by QueryClick to the Client for use of the Services; m) “Service Hours” means the hours during which the Services are to be provided as set out in Service Level Agreement. References to "hour(s)" and "minute(s)" in this Agreement will, unless otherwise indicated, be taken only to refer to the elapse of time during Service Hours; n) “Service Interruption” means a period during Service Hours during which there is partial loss of the Services; o) “Service Levels” means the levels of performance to which the Services are to be provided to the Client by QueryClick as set out in the Service Level Agreement; p) “Service Level Agreement” means the QueryClick Corvidae service level agreement as amended by QueryClick from time to time; q) “Services” means the set-up, hosting and ongoing management of the Client’s access to QueryClick’s Corvidae platform and all relative deliverables as more particularly described in Schedule 1; r) “Software” means the software used by QueryClick to provide the Services, whether QueryClick’s proprietary software or third-party software in respect of which QueryClick has a licence; s) “Term” means the full term of this Agreement, Initial Term and any other period thereafter until the date of termination, for any reason. 2. The headings in this Agreement do not affect its interpretation. 3. Unless the context otherwise so requires:- a) references to QueryClick and the Client include their permitted successors and assignees; b) references to statutory provisions include those statutory provisions as amended, substituted or re-enacted; c) references to any gender include all genders; d) words in the singular include the plural and in the plural include the singular; and e) references to schedules and clauses are to schedules and clauses of this Agreement. 4. In the event of any conflict between the terms and conditions of this Agreement and any provision of any Service Level Agreement, the terms and conditions of this Agreement shall prevail. 5. “Holding company” shall be construed in accordance with sections 1159 and Schedule 6A of the Companies Act 2006. 6. “Subsidiary” shall be construed in accordance with sections 1159 and Schedule 6A of the Companies Act 2006. Provision of Services 7. QueryClick undertakes with effect from the Commencement Date and in consideration of the payment of the Service Fee by the Client to supply the Services to the Client on a non-exclusive basis upon the terms and conditions set out in this Agreement. 8. QueryClick will act in a diligent and professional manner and exercise reasonable care and skill in accordance with the terms of this Agreement and good industry practice. Support Services 9. QueryClick shall provide any support services as detailed in Schedule 2. 10. QueryClick shall respond promptly to all requests for support and in accordance with the Service Level Agreement. Duration of Contract 11. This Agreement shall commence on the Commencement Date and shall (subject to the provisions for termination set out in this Agreement) continue for the Term. Neither party shall be entitled to terminate this Agreement during the Initial Term save in accordance with Clause 12; for a default or breach of contract by the other party; or in the case of a Force Majeure Event. In order to terminate this Agreement at the end of the Initial Term or at any time thereafter, each party must give to the other no less than 30 days’ prior written notice. Fees and Charges 12. The Client shall pay to QueryClick the charges for the Services in accordance with the provisions of Schedule 3. All sums shall be paid in Pounds Sterling unless expressly stated otherwise. 13. The Client shall pay to QueryClick interest at the rate of 3 per cent per annum above the base rate of the Bank of England in force from time to time in respect of the late payment of any sums due under this Agreement, until payment in full. The Client shall meet all reasonable costs, including legal fees, incurred by QueryClick in recovering any sums due under this Agreement. 14. QueryClick shall be entitled to increase the Service Fee with effect from the end of the Initial Term on giving not less than 30 days’ prior written notice to the Client. 15. All sums due under this Agreement are expressed exclusive of UK VAT and will be subject to VAT charged at the appropriate time. Service Interruptions 16. Outages or Service Interruptions may be made by QueryClick when, in its reasonable opinion, it is necessary to facilitate improvements or carry out maintenance to the Services. 17. Where Outages or Service Interruptions are required in terms of Clause 17, QueryClick will use reasonable endeavours to schedule same so as to minimise impact on the Services and will notify the Client of the anticipated commencement time and estimated duration of the Outage or Service Interruption. QueryClick makes no representation and gives no warranty that any Outages or Service Interruptions will be resolved in accordance with the Service Level Agreement. Warranties 18. The Services are provided on an “as is” basis, and the Client’s use of the Services is at its own risk. QueryClick does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice. QueryClick does not warrant that the Services will be uninterrupted, error-free, or completely secure. 19. QueryClick does not and cannot control the flow of data to or from its network or the internet generally. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or omissions of such third parties can impair or disrupt connections to the internet. Although QueryClick will use reasonable endeavours to avoid such events, QueryClick cannot guarantee that such events will not occur. Accordingly, QueryClick disclaims any and all liability resulting from or related to such events. 20. QueryClick warrants to the Client that the Services, when used by the Client in accordance with this Agreement will not breach any law, statute or regulation applicable under Scots Law and shall not infringe the Intellectual Property Rights of any third party. 21. The Client acknowledges that the Services are designed to be compatible only with that software and those systems specified as compatible by QueryClick and QueryClick does not warrant or represent that the Services will be compatible with any other software or systems. Client Obligations 22. The Client shall provide all such assistance, facilities and information to QueryClick as QueryClick may reasonably require in order to enable it to carry out its obligations under this Agreement and the Client will cooperate fully with QueryClick in its provisions of the Services. 23. In the event that the Client is in breach of any of its obligations under this Agreement:- a) QueryClick shall not be held responsible should the Services fail to comply with the terms of this Agreement or the Service Level Agreement as a result (directly or indirectly) of such breach by the Client; b) the Client shall be liable for and QueryClick shall be entitled to charge the Client, for time engaged in rectifying any resulting problems at QueryClick’s current standard charging rates; and c) QueryClick may, without any liability, terminate or suspend the Services (including any support services provided) without prejudice to any of its other rights and remedies. 24. The Client represents, warrants and undertakes that: a) it will not use the Services for any unlawful purpose or otherwise than in accordance with the terms of this Agreement; b) any software, data, equipment or other materials provided by the Client to QueryClick or employed by the Client in its use of or receipt of the Services shall not infringe any Intellectual Property Rights, privacy or personal data rights or interests of any third party nor shall it be obscene or defamatory nor violate the laws or regulations of any country which may have jurisdiction over such activity; c) it will not sub-licence its rights to access and use the Services or permit any unauthorised person to access or use the Services; d) it will not republish or redistribute any content or material from the Services nor make any alteration to the Services or any platform used by QueryClick without prior written permission from QueryClick; e) it will not conduct or request that any other person conduct or load any testing or penetration testing in respect of the Services; and f) it will ensure that only officers, employees, agents and sub-contractors of the Client gain access to the Services and shall use all reasonable endeavours to maintain reasonable security in respect of access to the Services. 25. In the event of any breach of any of the foregoing representations or warranties, in addition to any other remedies available at law, QueryClick will have the right to suspend immediately any and all Services, if deemed reasonably necessary by QueryClick to protect the proper interests of QueryClick. If practicable and depending on the nature of the breach, QueryClick may (in its absolute discretion) give the Client an opportunity to cure such breach during such period of time to be determined solely by QueryClick. In such case once the Client has cured the breach, QueryClick will restore the Services. Security Measures 26. Each party recognises and accepts that it is impossible to maintain complete security in respect of online services. QueryClick will take all reasonable steps to prevent security breaches in provision of the Services but does not guarantee security. 27. The Client is responsible for implementing good IT security practices among staff, contractors and all agents acting on their behalf or under their instruction and is solely responsible for any damage caused by any such unauthorised access. Limitation of Liability 28. QueryClick's liability for loss of or damage to the Client’s property caused by the negligence of QueryClick, its officers, employees, contractors or agents, shall not exceed the lesser of £100,000 or 100% of the total Service Fees paid by the Client under this Agreement. 29. QueryClick shall have no liability for any loss or damage which may be suffered by the Client (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, delict (including negligence) or otherwise howsoever arising (including in respect of any materials, information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client), which fall within any of the following categories: a) special damage, even though QueryClick was aware of the circumstances in which such special damage could arise; b) loss of profits; c) loss of anticipated savings; d) loss of business opportunity; e) loss of agreements or contracts; f) loss of or goodwill; g) loss of or damage to data; or h) loss of use or corruption of software or information. 30. The exclusions in Clauses 29 and 30 shall apply to the fullest extent permissible at law but QueryClick does not exclude liability for: a) death or personal injury caused by the negligence of QueryClick, its officers, employees, contractors or agents; or b) any other liability which cannot be excluded by law. 31. QueryClick shall not be liable for any loss or damage of whatsoever nature suffered by the Client arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Client or arising from any cause beyond QueryClick's reasonable control. 32. The Client agrees that, in entering into this Agreement, it shall not be entitled to rely on any representations (whether written or oral) of any kind or of any person and QueryClick shall have no liability otherwise than pursuant to the express terms of this Agreement. 33. The Client accepts that QueryClick is in no way liable for any malware or other contaminants which enter the Client's email system or computer network. 34. QueryClick shall not be liable for any interruptions to the Services or Outages arising directly or indirectly from:- a) interruptions to the flow of data to or from the internet; b) changes, updates or repairs to the network or the Software subject to QueryClick taking reasonable measures to minimise the interruptions/outages that may be caused by such change; c) the effects of the failure or interruption of services provided by third parties; d) any actions or omissions of the Client (including, without limitation, breach of the Client's obligations set out in this Agreement) or any third parties; or e) defects with the Client’s equipment and/or third-party equipment. Insurance 35. QueryClick shall effect and maintain at all times during the Term adequate professional indemnity insurance cover up to a maximum of £2million for any claim or liability under the Agreement Sub-contracting 36. QueryClick shall be entitled to sub contract the whole or any part of its obligations hereunder to any third party but shall remain liable as if it were performing the Services itself. 37. Nothing in this agreement is intended to nor shall be deemed to establish any partnership or joint venture between the parties, constitute any party the agent of the other or authorise any party to make or enter into any commitments for or on behalf of the other save insofar as expressly provided herein. Intellectual Property Rights 38. Without prejudice to the Client’s rights in its own materials, the parties hereby agree that the Client shall not acquire any Intellectual Property Rights whatsoever in respect of the Software, documentation and other materials used by QueryClick in connection with or related to the provision of the Services hereunder. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from QueryClick to the Client. 39. QueryClick warrants that it has all necessary right, title and interest to enable the Client to benefit from the Services in accordance with this Agreement. 40. The Client hereby grants to QueryClick: a) a non-exclusive, royalty-free, world-wide licence during the Term to use, copy, reproduce, and manipulate data provided by the Client or resulting from the Services for the purposes of using the data for the provision of the Services; and b) a non-exclusive, royalty-free, world-wide licence during the Term to use, reproduce and display the Client’s trade marks for the purposes of using the data for the provision of the Services. 41. QueryClick reserves the right to use all or part of the Services, any program or materials produced for or acquired on behalf of the Client for demonstrating its expertise to potential clients, subject always to the provisions of these Clauses 39 to 42 inclusive. Responsible Representatives 42. The parties shall each appoint an individual senior member of staff or management or officer of the company (“Representative”) to oversee the delivery of the Services; have day-to-day responsibility for the performance of that party’s obligations under this Agreement; and to act as the principal point of contact between parties. The parties’ Representatives are as set out in Schedule 4 and may be changed by either party at any time, provided immediate notification of the change is provided in writing to the other party. 43. The Representatives shall cooperate and liaise as set out in Schedule 4. Termination 44. For the purposes of these Clauses 45 to 52 inclusive, the following events shall be deemed “acts of default”: a) if the Client fails to pay any monies due pursuant to this Agreement within 7 days of the due date therefor; b) if a party commits any material breach of any clause of this Agreement (other than one falling under Clause 45(a) above) and which, in the case of a breach capable of being remedied, shall not have been remedied within 14 days of a written request by the other party to remedy the same; and c) if a party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to a bankruptcy petition or order or is subject to any analogous event or proceeding in any applicable jurisdiction. 45. If the Client commits an act of default, then QueryClick may forthwith suspend the provision of the Services hereunder (or any of them or any part of them) and no such suspension shall be deemed a breach of any term or provision of this Agreement. 46. If either party commits an act of default, the other party may terminate this Agreement immediately by giving notice in writing to the other party. 47. QueryClick shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement immediately by notice to the Client if the Client: a) undergoes a change of control which does not result in control passing to a company that, immediately prior to the change in question, was an Affiliate of the Client; or b) sells all of its assets or is merged or re-organised in circumstances where it is not the surviving entity; or c) disputes the ownership or validity of QueryClick's Intellectual Property Rights. 48. Any termination of this Agreement for any reason shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 49. In the event of termination of this Agreement:- a) the Client agrees promptly to pay to QueryClick all outstanding payments; b) QueryClick may in its sole discretion agree to provide any assistance reasonably requested by the Client in connection with the hand-over to a third party of any Services provided by QueryClick hereunder, and the Client shall pay QueryClick in accordance with QueryClick’s then current standard rates for any such assistance; c) the Client’s right to receive the Services shall cease automatically; and d) each party shall immediately return to the other all property and materials containing Confidential Information belonging to the other. 50. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly, or by implication, intended to come into force or continue in force on or after that termination. 51. Clauses 1 to 6, 29 to 35, 50 to 54, 58, 87, 92, 101 and 106 of this Agreement shall survive and continue to have effect notwithstanding the termination of this Agreement. Confidentiality and Ownership of Client Information 52. Where either party (“the Receiving Party”) receives information from the other party, pursuant to this Agreement, that party shall, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes, nor without the prior written consent of the other party (“Disclosing Party”) disclose to any third party, any and all information of a confidential nature (including trade secrets and information of commercial value information of a confidential or proprietary nature (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which (i) either party has marked as confidential or proprietary, (ii) either party, orally or in writing, has advised the other party is of a confidential nature, or (iii) due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential) that may become known to the Receiving Party and which relate to the Disclosing Party or any of its Affiliates (“Confidential Information”) save that the Receiving Party may disclose Confidential Information to those of its employees, agents and sub-contractors involved in the provision or receipt of the Services who have a need to know same and to their respective professional advisers, where reasonably necessary. 53. The provisions of Clause 53 above shall not apply to the whole or any part of the Confidential Information to the extent that it is: a) trivial or obvious; b) already in the Receiving Party’s possession without duty of confidentiality on the date of its disclosure to it by the Disclosing Party; c) is independently developed by the Receiving Party, its officers, employees, agents or contractors; d) in the public domain other than as a result of a breach of this clause; or e) to the extent that disclosure of such information may be required by any governmental agency or by operation of law and, in either such case, the Receiving Party required to make such disclosure shall, unless legally precluded from doing so, use reasonable endeavours to notify the Disclosing Party of such requirement prior to making the disclosure. 54. The parties undertake to the other to make all relevant employees agents and sub contractors aware of the confidentiality of the Information and the provisions of these Clauses 53 to 58 inclusive. 55. For the avoidance of doubt, all information belonging to one party shall remain at all times the exclusive property of that party and may only be used by the other in order to fulfil its obligations pursuant hereto. 56. Each party shall give notice to the other of any unauthorised misuse, disclosure, theft or other loss of the other party’s Confidential Information immediately upon becoming aware of the same. 57. Upon termination of this Agreement, or upon the written request of the other party, the party who was supplied with the Confidential Information will return the Confidential Information within 28 days of such request. Each party may retain one copy of the Confidential Information but only if it requires to hold such information to ensure legal compliance with its obligations under this Agreement including regulatory compliance. Data Protection 58. While it is not anticipated that Client Information will contain Client Personal Data, to the extent that QueryClick receives Client Personal Data, QueryClick will be the Data Processor and the Client will be the Data Controller in respect of the processing of Client Personal Data under this Agreement. 59. Each party shall comply with the Data Protection Law with respect to the processing of Client Personal Data. 60. The Client warrants to the QueryClick that it has the legal right to disclose all Client Personal Data disclosed to the QueryClick under or in connection with this Agreement. 61. The Client shall only supply to the QueryClick, and the QueryClick shall only process, the Client Personal Data as detailed in Schedule 5 hereof. 62. QueryClick shall only process the Client Personal Data during the Term and for not more than 5 working days following the end of the Term. 63. QueryClick shall only process the Client Personal Data as expressly authorised in writing by the Client. 64. QueryClick shall take appropriate technical and organisational security measures as are required under national law to protect the Client Personal Data processed on behalf of the Controller against unlawful forms of processing. 65. QueryClick shall ensure that any system on which it or any approved sub-contractor holds Client Personal Data, including backup data, is secure and ensures complete data integrity in accordance with the data security requirements and with good industry practice. 66. QueryClick shall maintain the Client Personal Data in confidence. In particular, QueryClick shall, save with the prior written consent of the Controller, not disclose any Client Personal Data supplied to it by, for, or on behalf of, the Client to any third party. 67. QueryClick shall not make any use of any Client Personal Data supplied to it otherwise than in connection with the provision of the Services to the Client. 68. QueryClick shall ensure that persons authorised to process the Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 69. Nothing in this Agreement shall prevent either party from complying with any legal obligation imposed on it by a regulator or court. The parties shall, where possible, discuss together the appropriate response to any request from a regulator or court for disclosure of Client Personal Data. 70. QueryClick shall only process or otherwise transfer Client Personal Data in or to any country outwith the European Economic Area or to any international organisation with the Client’s prior written consent and where both a data transfer risk assessment has been carried out and on the basis of an adequacy decision; where the appropriate EU model clauses have been completed and signed by the appropriate parties; appropriate safeguards are in place; binding corporate rules are agreed; or a legal exemption is established, prior to any such data transfer taking place. 71. QueryClick shall promptly inform the Client if, in the opinion of the QueryClick, an instruction of the Client relating to the processing of the Client Personal Data infringes the Data Protection Law. 72. Notwithstanding any other provision of this Agreement, QueryClick may process Client Personal Data if and to the extent that QueryClick is required to do so by law. In such case, QueryClick shall inform the Client of the legal requirement before processing, unless that law prohibits same. 73. QueryClick shall be permitted to appoint sub-contractors, and to disclose Client Personal Data to such sub-contractors for processing in accordance with this Agreement provided always that: a) QueryClick provides the Client with full details of the proposed sub-contractor (including the results of the due diligence undertaken in accordance with this Agreement) before its appointment; b) QueryClick undertakes thorough due diligence on the proposed sub-contractor, including a risk assessment of the information governance related practices and processes of the sub-contractor, which will be used by it to inform any decision on appointing the proposed sub-contractor; c) the sub-contract is on terms which are substantially the same as, but no less onerous than, the terms of this Agreement; d) QueryClick will immediately notify the Client in the event that it becomes aware of any breach of Data Protection Law by any approved sub-contractors in connection with this Agreement; and e) the sub-contractor's right to process Client Personal Data terminates automatically on expiry or termination of the Contract for whatever reason. 74. QueryClick shall comply with, and shall procure that its approved sub-contractors shall comply with the provisions of Data Protection Law in relation to all Client Personal Data that is processed by it in connection with this Agreement. 75. QueryClick shall obtain and maintain, and shall procure that its approved sub-contractors shall obtain and maintain, all necessary registrations and notifications that QueryClick and each of the approved sub-contractors is obliged to obtain and maintain in accordance with Data Protection Law in respect of providing the Services. 76. QueryClick shall not, and shall procure that any approved sub-contractor personnel shall not, disclose any Client Personal Data to any third party (including for the avoidance of doubt the Data Subject but excluding any approved sub-contractor), in any circumstances other than at the Client’s specific written request, or where required to do so by law (provided that QueryClick shall use reasonable endeavours to notify the Client in advance of such disclosure or immediately thereafter, unless prohibited by law). 77. QueryClick shall procure that any approved Sub-Contractor takes such technical and organisational security measures as are required under national law to protect Client Personal Data processed by QueryClick against unlawful forms of processing. 78. QueryClick shall inform the Client in writing of any intended changes regarding any sub-contractor and give the Client no less than 5 working days to object to same. 79. QueryClick shall maintain written records, including in electronic form, of all processing activities carried out in performance of the Services or otherwise on behalf of the Client containing the information set out in Article 30(2) of the General Directive on Data Protection 2016/679 (“GDPR”). 80. QueryClick shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Client with the fulfilment of the Client's obligations to respond to requests exercising a data subject's rights under Data Protection Law. 81. QueryClick shall unless prohibited by law, notify the Client immediately on becoming aware of same if it considers, in its opinion (acting reasonably), that it is required by law to act other than in accordance with the instructions of the Client. 82. QueryClick shall assist the Client in ensuring compliance with the obligations relating to the security of processing of Client Personal Data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Law. 83. QueryClick shall report any personal data breach relating to the Client Personal Data to the Client without undue delay following the QueryClick becoming aware of the breach. 84. QueryClick shall make available to the Client all information necessary to demonstrate the compliance of the QueryClick with its obligations under Data Protection Law. 85. QueryClick shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of QueryClick's processing of Client Personal Data with the Data Protection Law. 86. On termination of this Agreement, QueryClick shall promptly (and in any event within 5 working days of termination of the Contract) cease processing Client Personal Data (whether provided by the Controller or which are derived from Client Personal Data) and permanently and securely destroy the Client Personal Data so that it is no longer retrievable [or deliver to the Client all Personal Data together with all copies in any form and in any media in QueryClick’s power, possession or control NOTE: the data controller (Client) has the right to choose]. QueryClick shall provide such information as is necessary to enable the Client to satisfy itself of QueryClick’s compliance with this clause. Force Majeure 87. Neither party hereto shall be liable for any delay in performance of or breach of its obligations hereunder, except in respect of payment, resulting from a Force Majeure Event. Any time limit or estimate for a party to perform any act hereunder shall be suspended during Force Majeure Event. 88. Each of the parties agrees to give notice forthwith to the other upon becoming aware of a Force Majeure Event, such notice to contain details of the circumstances giving rise to the Force Majeure Event, the date and extent of such delay and the estimated duration thereof. 89. Each of the parties shall use reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under this Agreement. 90. If a default arising from a Force Majeure Event continues for more than 30 days, then the party not in default shall be entitled to terminate this Agreement with immediate effect on giving written notice to the other party. Neither party shall have any liability to the other in respect of the termination of this Agreement as a result of a Force Majeure Event, but such termination shall not affect any accrued rights or obligations of either party. Waiver 91. The waiver by either party of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any subsequent breach of the same or other provisions nor shall any delay or omission on the part of either party in exercising or availing itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. Notices 92. Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post to the business address of the parties or by email to such email address as may be provided by the other party and as set out in Schedule 6. 93. Any such notice or other document shall be deemed to have been served if sent by post upon the expiration of 48 hours after posting and if sent by email on receipt of a successful delivery receipt. 94. This clause does not apply to the service of any court proceedings or other documents in any legal action or, where applicable, any arbitration or other form of dispute resolution. Unenforceability and Severability 95. If any provision of this Agreement shall be found by any court of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such finding shall remain in full force and effect. Where possible, the parties shall, by agreement, substitute for any invalid or unenforceable provision, a valid and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision. Entire Agreement 96. This Agreement and the Service Level Agreement constitute the entire agreement between the parties hereto relating to the subject matter hereof. 97. No change, alteration or modification to this Agreement shall be valid unless in writing and signed on behalf of both parties hereto. Successors and Assignees 98. This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto. 99. The Client shall not be entitled to assign this Agreement, sub-licence or sub-contract all or any of its rights and obligations hereunder. Non-Solicitation 100. Neither party shall, without the prior written consent of the other party, at any time from the Commencement Date to the expiry of 12 months after the expiry of the Term, solicit or entice away from the other party or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of that party. Third Party Rights 101. No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement. Dispute Resolution 102. In the event of any dispute arising out of or relating to this Agreement both parties shall refer the dispute to their respective Representatives for resolution. If the dispute cannot be resolved by the Representatives within 14 days after it has been referred to them, either party may refer the matter in dispute to an expert agreed by the parties or, failing agreement within 14 days of commencing discussions on the identity of such expert, appointed by the president for the time being of the Law Society of Scotland. Such expert shall act as an expert, not as an arbiter. 103. Both parties shall promptly and efficiently provide all necessary assistance and information to such expert to resolve the matter in question. The expert’s decision shall be final and binding on all parties. Such expert’s costs shall be borne equally by the parties unless the expert determines otherwise based on the conduct of the parties. 104. Clauses 103 and 104 shall not operate to prevent either party seeking from a court of competent jurisdiction any interim order restraining the other party from doing any act or compelling the other Party to do any act. Choice of Law and Jurisdiction 105. This Agreement is governed by English Law and the parties hereby agree to prorogate the non-exclusive jurisdiction of the English Courts.