Proposal: ENGLAND and WALES, Subscription Terms of Business (Reference: Subscription TOB v3.HPS) In these terms and conditions, PA Consulting Services Limited is referred to as “PA” and the party to whom the Proposal is addressed is referred to as “the Client” (collectively “the Parties” or individually the “Party”). The offer outlined in PA’s Proposal is open for acceptance by the Client for a period of 30 days after which the offer shall lapse, unless otherwise notified by PA. PARTICULAR ATTENTION IS DRAWN TO THE LIMITATIONS AND EXCLUSIONS SET OUT IN CLAUSE 6 1. The Agreement 1.1. The agreement made by the Parties comprises: 1.1.1. PA’s Proposal as referred to in the Client Authorisation Form (the “Proposal”), 1.1.2. the Schedule of Charges where one has been included in the Proposal, 1.1.3. the Client Authorisation Form, and 1.1.4. these terms and conditions, collectively the “Agreement” and shall be interpreted in the above order of priority in the event of any inconsistency or conflict. 1.2. The Agreement shall be deemed accepted by the Client and commence upon the first of (i) the Client’s signature of the Agreement, (ii) the Client’s instruction to commence work, (iii) PA starting work at the Client’s site or (iv) the Client’s payment of any agreed fee. 1.3. Variations or additions to the Agreement can be made. However, both Parties must agree to the variation or addition in writing and only a member of PA’s Management Group is authorised to make such variations or additions on behalf of PA. 2. Subscription Product 2.1. The “Subscription Product” consists of three elements, establishment, delivery and support services, as set out in clauses 2.2 to 2.4 below and described more fully in PA’s Proposal. 2.2. Establishment 2.2.1. Upon commencement of the Agreement, PA and the Client, will agree a data handling protocol which identifies the specific types and categories of Client Data that are suitable for uploading to the Subscription Product, file naming conventions and the Client’s authentication requirements for its Authorised Users (“Data Handling Protocol”). “Authorised Users” are those employees, agents and independent contractors of the Client who are authorised by the Client to use the Subscription Product. 2.2.2. PA will use commercially reasonable endeavours to assist the Client to make the Client Data ready for uploading to Subscription Product which will include agreeing on a filename convention. The Client will be responsible for extracting the relevant Client Data and uploading it to Subscription Product in accordance with the Data Handling Protocol. 2.2.3. Except where PA agrees otherwise under clause 2.2.4, the Client is responsible for anonymising Client Data in accordance with all applicable Data Protection Legislation and codes of practice, including but not limited to the codes of practice issued by the UK Information Commissioner’s Office, prior to the Client uploading Client Data to Subscription Product. 2.2.4. Where PA agrees in the Data Handling Protocol to the Client uploading pseudonymised Client Data to Subscription Product, the Client shall pseudonymise the relevant Client Data in accordance with applicable Data Protection Legislation and codes of practice, including but not limited to the codes of practice issued by the UK Information Commissioner’s Office, before the Client Data is uploaded to Subscription Product. The Client shall not transfer the personal data identifiers to PA, PA’s contractors or agents. 2.3. Delivery 2.3.1. PA shall, during the Subscription Term, provide Subscription Product to the Client for use by its Authorised Users on and subject to the terms of this Agreement. PA will use reasonable commercial endeavours to make Subscription Product available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window of 10pm to 4am UK time; and (b) unscheduled maintenance performed outside of Normal Business Hours, provided that PA has used reasonable endeavours to give the Client at least 8 Normal Business Hours’ notice in advance. “Normal Business Hours” are between 9am and 5pm UK time, Monday to Friday, but excluding weekends and public holidays. 2.4. Support 2.4.1. During Normal Business Hours in the Subscription Term PA will provide the Client with the coaching, advice and support services identified in PA’s Proposal. The Proposal will set out the number of coaching days the Client is eligible to receive per 12 months and any unused coaching days may not be carried over into the subsequent 12 month period. 2.4.2. If the Client experiences any technical issues when using Subscription Product, it may report such issues to PA’s service desk using the contact details set out in PA’s Proposal or as notified by PA from time to time. PA’s service desk will categorise the defect and use commercially reasonable endeavours to resolve the defect in accordance with the table below: Priority Level Code and Description Initial Response Time (within Normal Business Hours) Target Resolution Time (within Normal Business Hours) P1 Immediate fix required, critical defect, show stopper – preventing all access or use to all or substantial parts of the Subscription Product 2 hours 1 day P2 Major functional defect that requires attention – preventing all access or use of a single application of the Subscription Product 5 hours 2 days P3 Minor functional defect, work around exists or use of function is rare. P3 defects will have a lower development fix priority than P2 defects 1 day No target – agreed case-by-case P4 Cosmetic defects – no functional impact. Fixes will be applied on a prioritised basis 5 days No target – agreed case by case 2.5. Performance Standards 2.5.1. PA warrants that it will provide the Subscription Product with reasonable skill and care and in a good and workmanlike manner. 2.5.2. PA will use reasonable endeavours to meet any target date, project plan or time table referred to in the Agreement. In the event of any delays in the Client complying with its obligations under this Agreement, including but not limited to those referred to in clause 3, PA may adjust any timetable or delivery schedule as reasonably necessary. 2.5.3. The service levels in clause 2.3 shall not apply to the extent of any non-conformance caused by the Client’s use of Subscription Product contrary to PA’s instructions, or modification or alteration of Subscription Product by any party other than PA or PA’s duly authorised contractors or agents. If the Subscription Product does not conform to the service levels, PA will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance in accordance with the timetable set out in clause 2.4 above. Such correction or substitution by PA constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 2.3. The Client agrees that PA: (a) does not warrant that the Client’s use of the Subscription Product will be uninterrupted or error-free or that the Subscription Product and/or the information obtained by the Client through Subscription Product will meet the Client’s requirements; (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Client Data over communications networks and facilities including the internet, and the Client acknowledges that the Subscription Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities; 2.5.4. PA warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations under this Agreement. 3. Client Responsibilities 3.1. The Client shall: 3.1.1. provide PA with (a) all necessary co-operation in relation to this Agreement; and (b) all necessary access to such information as may be required by PA; in order to provide the Subscription Product, including but not limited to Client Data, security access information and configuration services; 3.1.2. comply with all applicable laws and regulations with respect to its activities under this Agreement; 3.1.3. have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Data. 3.1.4. ensure that Client Data uploaded to Subscription Product has been anonymised in accordance with clause 2.1.3 or, where agreed in the Data Handling Protocol, pseudonymised in accordance with clause 2.1.4. 3.1.5. ensure that the Authorised Users use the Subscription Product in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User’s breach of this Agreement and that the number of Authorised Users at any one time does not exceed 200 Authorised Users; 3.1.6. obtain and maintain all necessary licences, consents, and permissions necessary for PA, its contractors and agents to perform their obligations under this Agreement, including without limitation the Subscription Product; 3.1.7. ensure that is network and systems comply with the relevant specifications provided by PA from time to time; 3.1.8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to PA’s contractor’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet; and 3.1.9. carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. 4. Fees and Payment 4.1. The Proposal and/or Schedule of Charges sets out PA’s fees, costs and expenses for the Subscription Product. PA’s charges consist of a one-off charge for establishment and a combined monthly charge for delivery and support of the Subscription Product. The Client may incur additional charges for delivery and support if the Client does not comply with the Client Responsibilities set out in clause 3, allows more than the agreed number Authorised Users (200) to use Subscription Product and/or changes the file naming convention or reference data agreed by the parties during establishment of the Subscription Product. 4.2. All fees, costs and expenses referred to in the Agreement are exclusive of VAT, sales and similar taxes of any kind. 4.3. The Client shall pay all fees, costs and expenses related to the Subscription Product upon presentation of PA’s invoice. 4.4. In the event that invoices are not paid within 30 days from presentation of the invoice, PA will be entitled to suspend delivery of all services connected with the Subscription Product which may include disabling the Client’s access to the Subscription Product and / or to charge interest on any outstanding amount. 5. Confidentiality 5.1. “Confidential Information” means any information (in whatever form) which is of a confidential nature and which relates to a Party’s business or that of its group companies (for the purposes of this Agreement, a group company is a company controlling, controlled by or under common control with a Party to this Agreement), the provision of the Subscription Product or the Agreement and which is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or which the Receiving Party learns during the provision of the Subscription Product or otherwise as a result of entry into this Agreement. Where the Client is the Disclosing Party, Confidential Information includes all Client Data. “Client Data” means data inputted by the Client, Authorised Users or PA on the Client’s behalf for the purpose of using the Subscription Product or facilitating the Client’s use of the Subscription Product. 5.2. The definition of Confidential Information does not include any information: 5.2.1. which is already known by the Receiving Party without an obligation of confidence; or 5.2.2. which is or comes into the public domain without breach of this Agreement; or 5.2.3. which is independently developed or created by the Receiving Party without use of the Confidential Information supplied; or lawfully received from a third party without obligation of confidence. 5.3. The Receiving Party will treat the Disclosing Party’s Confidential Information with the same degree of care as it treats its own confidential information and, as a minimum, with reasonable care. 5.4. The Receiving Party agrees that it will: 5.4.1. keep the Disclosing Party’s Confidential Information confidential; and 5.4.2. subject to clause 5.5 below not disclose such Confidential Information to any third party. 5.5. The prohibition referred to in clause 5.4.2 above will not apply where disclosure of the Confidential Information is: 5.5.1. reasonably required by a company within the same group; 5.5.2. reasonably required by the parties’ advisors or sub-contractors; provided that any disclosure as a result of the exceptions in clauses 5.5.1 and 5.5.2 above will only be made if such third party is under a no less onerous obligation of confidentiality than as set out in this Agreement. 5.5.3. reasonably required if as part of the provision of the Subscription Product the Client requires PA to work with any third party supplier or other group company of the Client; 5.5.4. required by a court or by law or by a regulatory authority. The Receiving Party shall give as much notice to the Disclosing Party as is reasonably practicable in the circumstances, and the Receiving Party shall assist the Disclosing Party in limiting the extent of such disclosure; 5.5.5. consented to in writing by the other Party. 5.6. The Receiving Party’s obligations in clause 5 shall apply from the date of disclosure by the Disclosing Party: 5.6.1. and indefinitely thereafter, to the extent the Confidential Information is personal data; and 5.6.2. for five years from the date of disclosure in respect of Confidential Information that is not personal data. 6. Data Processing 6.1. "Data Protection Legislation" means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or (ii) the Data Protection Act 2018. The terms “data controller”, “data processor”, “data subject” and “personal data” have the meanings as defined in the Data Protection Legislation. 6.2. The parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 6.3. The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and PA is the data processor. The Data Handling Protocol sets out the scope, nature and purpose of processing by PA, the duration of the processing and the types of personal data and categories of data subject. 6.4. Without prejudice to the generality of clause 6.2: 6.4.1. the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to PA for the duration and purposes of this Agreement; and 6.4.2. PA shall, in relation to any personal data processed in connection with the performance by PA of its obligations under this Agreement: (a) process that personal data only on the written instructions of the Client unless PA is required by the laws of any member of the European Union or by the laws of the European Union applicable to PA to process Personal data (“Applicable Laws”). Where PA is relying on laws of a member of the European Union or European Union law as the basis for processing Personal data, PA shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit PA from so notifying the Client; (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client (including those described in the Data Handling Protocol), to protect against unauthorised or unlawful processing of Personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal data, ensuring confidentiality, integrity, availability and resilience of its systems and the Subscription Product, ensuring that availability of and access to Personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); (c) ensure that all personnel who have access to and/or process Personal data are obliged to keep the Personal data confidential; and (d) not transfer any Personal data outside of the European Economic Area unless the prior written consent of the Client has been obtained and the following conditions are fulfilled: i. the Client or PA has provided appropriate safeguards in relation to the transfer; ii. the data subject has enforceable rights and effective legal remedies; iii. PA complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal data that is transferred; and iv. PA complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal data; (e) assist the Client, at the Client's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (f) notify the Client without undue delay on becoming aware of a personal data breach; and (g) maintain complete and accurate records and information to demonstrate its compliance with this clause 6.4.2. 6.5. The Client consents to PA appointing Microsoft Ireland Operations Limited (“Microsoft”) as a third party processor of personal data under this Agreement and accordingly: 6.5.1. PA has entered or (as the case may be) will enter into with Microsoft a written agreement substantially on Microsoft's standard terms of business available at http://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=31 (as such URL may be updated by Microsoft from time to time); 6.5.2. the Client consents to Microsoft engaging the subprocessors named at https://aka.ms/Online_Serv_Subcontractor_List (as such URL may be updated by Microsoft from time to time); 6.5.3. PA will select the United Kingdom as the geographical location for the processing and storage of Client Data by Microsoft and Microsoft’s third party processors. PA will not amend that selection without the prior written consent of the Client and subject always to the requirements of clause 6.4.2(d) being met; and 6.5.4. the Client has reviewed and approved the security measures provided by Microsoft and its third party processors. 6.6. The Client consents to PA appointing GitLab B.V. and GitLab, Inc (“Gitlab”) as a third party processor of personal data under this Agreement and accordingly 6.6.1. PA has entered or (as the case may be) will enter into with Gitlab a written agreement substantially on Gitlab’s standard terms of business available at https://about.gitlab.com/terms/ (as such URL may be updated by Gitlab from time to time); 6.6.2. the Client consents to Gitlab engaging subprocessors named in Gitlab’s privacy policy https://about.gitlab.com/privacy/#with-whom-does-gitlab-share-my-personal-data (as such URL may be updated by Gitlab from time to time); 6.6.3. the Client has reviewed and approved the security measures provided by Gitlab and its third party processors. 7. Limitations and Exclusions 7.1. Nothing in this Agreement shall limit PA’s liability: 7.1.1. for death or personal injury to any person due to its negligence or the negligence of its employees; or 7.1.2. for fraud, fraudulent misrepresentation or deceit. 7.2. The express terms of this Agreement shall apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law. 7.3. Except as expressly and specifically set out in this Agreement the Client assumes sole responsibility for results and reports obtained from the use of Subscription Product by the Client and for conclusions drawn from such use. PA shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to PA by the Client in connection with Subscription Product or any actions taken by PA at the Client’s direction. 7.4. Subject to clauses 7.1, 7.2 and 67.3, 7.4.1. PA’s total liability arising out of or in connection with the Agreement shall not exceed in aggregate the greater of (i) 100% of the total fees payable by the Client under this Agreement in the 12 months prior to the claim, and (ii) £100,000; and 7.4.2. PA shall not in any circumstances be liable to the other whether in contract, tort (including negligence) or otherwise for: (a) any loss of profit, loss of contracts, loss of benefit, loss of production, loss of availability, loss of data, loss of anticipated savings, loss of reputation, loss of goodwill or loss of use suffered or incurred directly or indirectly by the Client; or (b) any consequential, indirect or special loss or damage howsoever arising and of whatsoever nature; or (c) any punitive or exemplary damages. 8. Intellectual Property Rights and Restrictions 8.1. Intellectual Property (“IP”) means all forms of intellectual property, including, without limitation, property in and rights under copyright, patents, conceptual solutions, circuit layout rights, performance rights, design rights, designs, database rights, trade names, trademarks, service marks, methodologies, ideas, processes, methods, tools and know-how and entitlement to make application for formal (or otherwise enhanced) rights of any such nature. PA’s IP includes but is not limited to the Subscription Product as described in PA’s Proposal. 8.2. PA acknowledges and agrees that the Client and its licensors own all IP and rights to IP in the Client Data. Client grants PA a right to store, transmit, process and otherwise use the Client Data for the purpose of providing the Subscription Product. 8.3. The Client acknowledges and agrees that PA and its licensors own all IP and rights to IP in the Subscription Product. PA hereby grants to the Client a non-exclusive, non-transferrable right, without the right to grant sublicences, to permit the Authorised Users to use the Subscription Product during the Subscription Term solely for the Client’s internal business operations. 8.4. PA confirms that it has all the rights in relation to the Subscription Product that are necessary to grant all the rights that it purports to grant under, and in accordance with, the terms of this Agreement. 8.5. The Client shall not: 8.5.1. access all or any part of the Subscription Product in order to build a product or service which competes with the Subscription Product; or 8.5.2. use the Subscription Product to provide services to third parties; or 8.5.3. access, store, distribute or transmit any viruses or any material during the course of its use of the Subscription Product that infringes any applicable civil or criminal laws, regulations or third party rights or is in any way defamatory, discriminatory offensive, threatening, obscene, indecent or otherwise unlawful or objectionable or in breach of any third party IP or other right or which is or might otherwise be actionable (“Prohibited Material”). Should the Client Data include any Prohibited Material, the Client acknowledges that PA may, without liability or prejudice to its other rights, disable the Client’s access to Subscription Product or remove any and all Client Data from its servers and/or suspend Subscription Product, whichever PA (at its sole discretion) deems appropriate. The Client will notify PA where it reasonably suspects that any Client Data constitutes Prohibited Material, or where the Client is informed of any allegation that any Client Data may constitute Prohibited Material. 8.5.4. 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 derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Product 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 Subscription Product; or 8.5.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the available to any third party except the Authorised Users; or 8.5.6. attempt to obtain, or assist third parties in obtaining, access to the Subscription Product, other than as provided under clause 2. 9. Third Party Services 9.1. Implementation of the results of the Subscription Product and the Client’s completion of any Client project of which the Subscription Product forms part may require the involvement or supervision of or giving advice to third parties engaged by the Client. PA strongly recommends that the Client obtain independent advice before entering into any legally binding commitment with any such third parties. 9.2. PA may, during its delivery of the Subscription Product, make statements about or recommendations of third party software, equipment or services. No warranty shall be attributable to PA with respect to such software, equipment or services, and the Client shall look solely to the warranties and remedies provided by any such third party with whom it may contract. 10. Term and Termination 10.1. This agreement shall begin on the commencement date referred to in clause 1.2 and, unless otherwise terminated in accordance with this clause 10, shall continue for 36 months or such other timeframe specified in the Proposal (the “Initial Subscription Term”) and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless: 10.1.1. either Party notifies the other Party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or 10.1.2. otherwise terminated in accordance with the provisions of this Agreement; and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”. 10.2. PA may terminate this Agreement forthwith by written notice to the Client if Microsoft discontinues the hosting service and the parties are unable to agree on a replacement hosting provider. 10.3. Either Party may terminate the Agreement forthwith by written notice if the other Party commits an act of bankruptcy or goes into liquidation or is put into liquidation (other than for a proper commercial purpose and whilst solvent) or a receiver is appointed or an administration order is made in respect of it. 10.4. Either Party may terminate the Agreement forthwith by written notice if the other Party commits a material breach of the Agreement and has failed to remedy the breach within 15 days of receipt of a written notice from the other Party identifying that the breach has occurred. 10.5. Involvement by either Party in unethical business practices shall always be considered a material breach which is not capable of remedy. Such practice includes, but is not limited to, either Party or anyone acting on a Party’s behalf (with or without the knowledge of that Party): 10.5.1. engaging in any unethical or illegal activities in connection with the project or any agreement related to the project or Subscription Product; 10.5.2. offering or giving any bribes or gifts to any individual or organisation involved in any way with the project or Subscription Product; 10.5.3. requesting or accepting any bribes or gifts from any individual or organisation involved in any way with the project or Subscription Product; 10.5.4. offering or paying any commission or other payment to any individual or organisation involved in any way with the project or Subscription Product unless the full circumstances of such commission or payment are declared in writing to the other Party and, where applicable, any end-client in advance; or 10.5.5. accepting any commission or other payment from any individual or organisation involved in any way with the project unless the full circumstances of such commission or payment are declared in writing to the other Party and, where applicable, any end-client in advance. 11. Consequences of Termination 11.1. Termination shall not affect any accrued rights or liabilities arising out of the Agreement. 11.2. Upon termination of this Agreement for any reason: 11.2.1. All licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Subscription Product; 11.2.2. 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; 11.2.3. PA may destroy or otherwise dispose of any of the Client Data (including all personal data as referred to in clause 6) in its possession unless PA receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data, if Client Data is held on third party systems approved by the Client, PA shall instruct the third party to delete it. PA shall use reasonable commercial endeavours to deliver the back-up to the Client with 30 days of receipt of such a written request, provided that the Client 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 Client shall pay all reasonable expenses incurred by PA in returning or disposing of Client Data. 11.2.4. All rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected or prejudiced. 12. Non-Solicitation 12.1. The Client shall not, either during the provision of the Subscription Product or for a period of six months from completion, employ or offer employment to any member of PA’s project team. 13. Third Party Rights 13.1. No person or entity other than the Client shall have any rights to enforce any of the terms of the Agreement against PA. 13.2. PA does not accept any liability, howsoever arising, under the Agreement to any person or entity other than the Client. 14. Assignment 14.1. Neither Party shall assign the Agreement without the other Party’s prior written consent (not to be unreasonably withheld or delayed). 15. Publicity 15.1. The Client agrees that PA may: 15.1.1. refer to the Client on its client lists. 15.1.2. refer to and publicise the Subscription Product. 16. Waiver 16.1. No failure, delay or indulgence by either Party in exercising any power or right under the Agreement shall operate as a waiver of that power or right. 17. Notices 17.1. Where the Client is required to give notice in writing to PA, the notice must be addressed to the individual who signed the Agreement at the address set out in the Agreement with a copy to the Group Legal Advisor, 10 Bressenden Place, London, SW1E 5DN. 17.2. Where PA is required to give notice in writing to the Client, the notice will be addressed to the person who signed the Agreement (or that person’s successor) at the address stated in the Agreement (or current place of business if PA knows this to be different). 17.3. All notices in writing must be sent by post or delivered by hand to the addressee. 17.4. In the absence of evidence of earlier delivery: A notice sent by post will be deemed to have been served two business days after posting. A notice delivered by hand will be deemed received on delivery. 18. Force Majeure 18.1. Neither PA nor the Client will be liable for any failure to perform their obligations, or delay in the performance of their obligations, if the failure or delay is due to causes outside their reasonable control. 19. Severability 19.1. If any provision or part of a provision of the Agreement is held to be invalid, illegal or unenforceable that part shall be severed and the remaining provisions shall continue to be valid and enforceable as if the Agreement had been executed with the invalid provision omitted. 20. Entire Agreement 20.1. This Agreement constitutes the entire and only agreement in relation to the Subscription Product and deliverables and supersedes all prior agreements, representations, understandings or discussions. Any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document do not form part of this Agreement. The Client acknowledges that any agreement, representation, understanding or discussion it wishes to rely upon has been recorded in the Agreement. The Client acknowledges that no reliance has been placed upon any agreement, representation, understanding or discussion that has not been embodied in this Agreement. 21. Applicable Law & Jurisdiction 21.1. The Agreement shall be governed by and construed in accordance with the laws of England and Wales. 21.2. Any dispute arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the English Courts. If you wish to provide some feedback on our services, or if you feel our services could be improved, or are in any way dissatisfied with our services we would invite you to contact the person identified in our Proposal. If you feel either that such a course of action is inappropriate, or that the matter is not resolved, you should contact PA’s Chief Executive Officer, either by writing to him at 10 Bressenden Place, London, SW1E 5DN or through our website at www.paconsulting.com under ‘Contact us’. For further information about PA as required under the Services Regulations, please refer to our website at www.paconsulting.com.