TERMS & CONDITIONS
IT IS AGREED that:
1.	DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation set out in Annex 1 shall apply to this Agreement.
2.	RIGHTS OF USE
2.1	Subject to payment of the Fees and in consideration of the terms and conditions of this Agreement and the applicable Order Form, Charles Taylor grants Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services and any Documentation for internal business purposes and for no other purpose unless otherwise designated in the applicable Order Form.
2.2	Unless otherwise provided in the applicable Order Form or Documentation: 
2.2.1	access to the Services is purchased as a subscription for the Term; 
2.2.2	subscriptions to the Additional Services may be added during the Term ("Additional Subscriptions") at the same price as the price of the underlying subscription, prorated by the portion of the Term of the subscription remaining at the time the subscriptions are added; and 
2.2.3	any of the Additional Subscriptions will end on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent upon the delivery of any future functionality or features, nor are they contingent upon any oral or written public comments made by Charles Taylor regarding future functionality or features.
2.3	The Services are subject to the usage limits specified in the applicable Order Form and Documentation ("Usage Limits"). If Customer exceeds the Usage Limit, Charles Taylor may work with Customer to try to reduce Customer's usage to bring it into line with the Usage Limit. If, despite Charles Taylor's efforts, Customer is unable or unwilling to comply with a Usage Limit, Customer will execute an Order Form for additional quantities of the applicable Services immediately upon Charles Taylor's request and pay any overuse invoices for the Usage Limit in accordance with Clause 8 Fees below.
3.	SERVICES
3.1	Charles Taylor will, during the Term, provide the Services and make available to Customer the Documentation on and subject to the terms of this Agreement. The Services may contain features designed to interoperate with third-party applications. Charles Taylor cannot guarantee the continued availability of such features of the Service, and may cease to provide them without entitlement to the Customer to any refund, credit, or other compensation, if, for example, and without limitation, the provider of a third-party application ceases to make such application available for interoperation with the corresponding features of the Service in a manner acceptable to Charles Taylor.
3.2	Charles Taylor will provide the Client with the Professional Services as described in consecutively numbered Statements of Work, which may be agreed upon by the parties from time to time during the Term. Such Statements of Work shall be incorporated into and subject to the terms of this Agreement.
3.3	 Where Third-Party Services are provided to Customer, such Third-Party Services will be governed exclusively by a EULA, as agreed between the Third Party and the Customer. Notwithstanding any other terms of this Agreement, Customer acknowledges and agrees that Charles Taylor shall have no liability whatsoever with respect to the Third Party Services, whether in tort (including negligence or breach of statutory duty), Agreement, misrepresentation, restitution or otherwise. Any rights and/or remedies of Customer arising in connection with the Third-Party Services and any liabilities related to the Third-Party Services, in each case, shall be governed exclusively by and subject to the terms of the applicable EULA.
3.4	Charles Taylor will provide Customer with the Managed Services described in Schedule 4.  Where Customer receives Managed Services from Charles Taylor, the terms and conditions of Schedule 5 shall apply in relation to such Managed Services. If there is a conflict between Schedule 5 and these terms and conditions, Schedule 5 will apply.
3.5	Charles Taylor may, at its discretion, use the services of certain service providers set forth in Charles Taylor's Fair Processing Notice (currently located here https://www.charlestaylor.com/en/legal-statements/fair-processing/) to enable Charles Taylor to provide the Services. 
3.6	Notwithstanding Charles Taylor's duties and responsibilities in connection with the Services, Customer shall retain responsibility and accountability for (and, to the fullest extent permitted by law, Charles Taylor shall have no liability whatsoever with respect to):
3.6.1 the management, direction and operation of the Client's business and affairs; and
3.6.2 decide on its use, choose the extent to which the Customer wishes to rely or implement advice or recommendations based on the Services. 
3.7	Customer acknowledges that the Services do not include any legal, accounting, or other professional or regulated services and that, except as expressly provided in this Agreement, the Services are not guaranteed to meet or satisfy any legal or regulatory obligation of any person.
4.	SUPPORT
4.1	Charles Taylor will make available to the Client the support set out in the Documentation. Additional support services may be available to Customer upon payment of the applicable fees (if any) as specified in the Order Form.
4.2	Charles Taylor will use reasonable efforts to notify Customer in advance of scheduled maintenance, but Customer acknowledges that it may not receive any advance notice for downtime caused by Force Majeure or for other emergency maintenance
5.	ACCOUNT REGISTRATION
5.1	Customer and its Authorized Users will be required to register for an InHub account in order to access or receive the Services [and Third-Party Services]. Account information must be accurate, current, and complete, and will be governed by Charles Taylor's privacy policy (currently available on https://www.charlestaylor.com/en/legal-statements/privacy-policy/). Customer agrees to keep this information up-to-date so that Charles Taylor can send notifications, statements, and other information via email or through Customer's account. Customer must ensure that any user IDs, passwords, and other access credentials (such as API tokens) for the Services are kept strictly confidential and are not shared with any unauthorized person.
5.2	Charles Taylor shall have the right, at all times, to rely on instructions given through Customer's InHub account and Charles Taylor shall have no liability for acting on any instructions given to it through Customer's InHub account. Customer shall remain fully responsible for any unauthorized use of or access to its InHub account.
6.	USERS
6.1	Customer shall ensure that only Authorized Users use the Services and that such use is at all times in accordance with this Agreement.
6.2	The Client shall:
6.2.1	be responsible for the acts and omissions of Authorized Users as if they were their own;
6.2.2	you will only provide Authorized Users with access to the Services through the access method provided by Charles Taylor and will not provide access to (or allow access to) anyone who is not an Authorized User; and
6.2.3	ensure that each Authorized User is aware of and complies with the obligations and restrictions imposed on Customer under this Agreement, including all obligations and restrictions relating to Charles Taylor Confidential Information.
6.3	Customer warrants and represents that it, and all Authorized Users and all others acting on its behalf (including system administrators), will maintain the confidentiality of its password or access data to the Services and will not share with any third party (or with any other person except those with administration rights as necessary for the use of the Services) its password or access data to the Services.
6.4	Customer shall comply with (and ensure that all Authorized Users comply with) all applicable export laws, rules and regulations that apply to the Services, Customer Data and Documentation (or any part), and shall not export or re-export, directly or indirectly, separately or as part of a system, the Services,  the Customer Data or Documentation (or any party) to, or access or use the Services, Customer Data or Documentation (or any) in any country or territory (i) for which an export licence or other approval is required under the laws of England and Wales without first obtaining such licence or other approval or (ii) which is subject to international sanctions by the United Kingdom or of the United States of America. Without prejudice to Charles Taylor's obligations under Charles Taylor's Privacy Policy, Customer shall be solely responsible for ensuring that its access, import, and use of the Services, Customer Data, and Documentation complies with all export and other laws. 
6.5	If any password has been provided to a person who is not an Authorized User, Customer shall, without delay, deactivate such passwords and immediately notify Charles Taylor.
6.6	Clauses 6.2 to 6.6 (inclusive) shall survive the termination or expiration of this Agreement. 
7.	CHANGES TO SERVICES AND TERMS
7.1	Customer acknowledges that Charles Taylor shall have the right to modify the features and functionality of the Services (the "Upgrade") without notice to Customer. Charles Taylor will use reasonable efforts to ensure that such modification does not adversely affect Charles Taylor's customers' use of the Services generally.
7.2	At the commencement of any Renewal Term, Charles Taylor may, in its absolute discretion, make, and notify Customer, updated versions of this Agreement by notifying Customer of such update by email (together with a copy of the update or a link to a copy of the update) or by such other reasonable means as Charles Taylor chooses (the "Update Notice").
7.3	The version of this Agreement subject to such Update Notice shall supersede the prior version as of the date thirty (30) days after the Update Notice or such later date as Charles Taylor may specify (the "Update").
8.	RATES
8.1	The Fees (including expenses) expressly agreed between the parties in writing shall be paid by the Customer at the rates and in the manner described in the applicable Order Form. The Fees are payable in advance and Charles Taylor will invoice the Fees to the Customer prior to the commencement of the Services. Except as otherwise set forth in this Agreement, Fees are non-refundable.
8.2	The currency of this Agreement is the British Pound and all amounts due hereunder shall be invoiced in Pounds Sterling.
8.3	To the extent applicable, the Fees do not include VAT, which shall be payable by the Client at the rate and in the manner prescribed by law. All sums payable under this Agreement shall be free and free from any deduction or withholding, including indirect taxes and any other applicable taxes, except to the extent required by law. If such deductions or withholdings are required by law, the party making the payment shall pay the amount which, after such deduction or withholding has been made, leaves the amount that would have been received in the absence of such a requirement to make a deduction or withholding.
8.4	If Charles Taylor has not received payment within ten (10) days after the due date, and without prejudice to any other rights and remedies of Charles Taylor:
8.4.1	Charles Taylor may, without liability to Customer, disable the Authorized User's password, account, and access to all or any portion of the Services and Charles Taylor shall have no obligation to provide any or all of the Services while the applicable invoice(s) remain unpaid; and
8.4.2	interest shall accrue daily on such amounts due at an annual rate equal to 4% over the then-prevailing base loan rate of the Royal Bank of Scotland plc from time to time, commencing on the maturity date and continuing until paid in full, either before or after judgment.
8.5	Charles Taylor shall be entitled to increase the Tariffs on each anniversary of the Effective Date by a percentage equal to the increase in the Consumer Price Index published by the Office for National Statistics of the United Kingdom (or such successor index as may replace it from time to time), subject to a maximum increase of 10% each year.
8.6	Except as expressly provided in the applicable Order Form, renewal of promotional or single-price subscriptions will be at the applicable Charles Taylor list price in effect at the time of the applicable renewal Notwithstanding anything to the contrary, any renewal in which the subscription volume or subscription duration for any of the Services has decreased from the previous term will result in to a new pricing on the renewal without taking into account the price of the previous term. 
8.7	Amounts purchased cannot be reduced during the applicable Subscription Term.
8.8	Customer will provide Charles Taylor with valid and current credit card information, or a valid purchase order. If Customer provides credit card information to Charles Taylor, Customer authorizes Charles Taylor to charge such credit card for all Services listed on the Order Form for the Initial Term and any Renewal Term(s).
9.	CLIENT RESPONSIBILITIES
9.1	Customer shall (and shall ensure that all of its Affiliates and Authorized Users comply):
9.1.1	comply at all times with all applicable laws and regulations with respect to your activities under this Agreement, including your use of or receipt of the Services and any Third-Party Services;
9.1.2	provide Charles Taylor with all necessary cooperation in connection with this Agreement and access to information that may be required by Charles Taylor in order to provide the Services;
9.1.3	carry out all other responsibilities of the Client set forth in this Agreement in a timely and efficient manner;
9.1.4	ensure that Authorized Users use the Services and Documentation in accordance with the terms of this Agreement;
9.1.5	ensure that any Customer Data you provide and your network and systems comply with the relevant specifications provided by Charles Taylor from time to time;
9.1.6	shall, to the extent permitted by applicable law and except as otherwise expressly provided in this Agreement, be solely responsible for the acquisition, maintenance and security of your network connections and telecommunications links from your systems to Charles Taylor's data centers, and for all problems,  conditions, delays, delivery failures and any other loss or damage arising out of or related to Customer's network connections or telecommunications links or caused by the Internet;  
9.1.7	use reasonable efforts to prevent any unauthorized access to or use of the Services, Documentation, and any Third-Party Services and, in the event such unauthorized access or use is detected, you will immediately notify Charles Taylor.
9.2	Customer shall not knowingly access, store, distribute or transmit any viruses or any material during the course of its use of the Services or any Third Party Services that:
9.2.1	is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
9.2.2	infringes any rights of any third party;
9.2.3	facilitates illegal activities;
9.2.4	displays sexually explicit images;
9.2.5	promotes unlawful violence;
9.2.6	is discriminatory on the basis of race, sex, color, religious beliefs, sexual orientation, or disability; or
9.2.7	is otherwise unlawful or causes damage or injury to any person or property.
9.3	Except as expressly permitted under this Agreement, Customer (i) shall not; and (ii) ensure that no Authorized User performs or attempts:
9.3.1	copy, reproduce, publish, reverse engineer, reverse compile, distribute, redistribute, broadcast, transmit, modify, adapt, edit, summarize, store, archive, publicly or to third parties, sell, license, lease, rent, assign, transfer, disclose (in each case, with or without charge) or otherwise commercially exploit any portion of the Services 
9.3.2	   use the Services and/or Documentation to provide services to third parties;
9.3.3	License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available to any third party, the Services and/or Documentation, except to Authorized Users;
9.3.4	permit any use of the Services in any manner by any third party (including permitted use in connection with any timeshare office or service, subcontractor or similar service to third parties or make any of the Services (or any part) available to third parties, or permit or authorize any third party to do any of the foregoing (except to Authorized Users pursuant to the terms of this Agreement);
9.3.5	access all or part of the Services and Documentation for the purpose of creating a product or service that competes with the Services and/or Documentation;
9.3.6	combine, merge, or otherwise permit the Services (or any part thereof) to be incorporated into, or arrange for, or create derivative works based on thereon (in whole or in part);
9.3.7	access the Services for the purpose of monitoring availability, performance, or functionality, or for any other competitive or benchmarking purposes;
9.3.8	permit direct or indirect access to or use of any of the Services in a manner that circumvents a contractual usage limit, or use any of the Services to access, copy, or use any of Charles Taylor's intellectual property rights except to the extent permitted by this Agreement,  an Order form or Documentation; or
9.3.9	attempt to obtain, or assist any third party in obtaining, access to the Services and/or Documentation, other than as provided in this Agreement.
9.4	Charles Taylor's direct competitors are prohibited from accessing the Services except with Charles Taylor's prior written consent.
10.	INTELLECTUAL PROPERTY
10.1	All Intellectual Property Rights in and to the Services (including any source code) and any Documentation belong and shall remain the property of Charles Taylor or the applicable third-party owner, even if created during the provision of the Services to the Client. To the extent that Customer, Authorized Users, or anyone acting on their behalf acquires any Intellectual Property Rights in any portion of the Services, Customer will assign or procure the grant of such Intellectual Property Rights with full title (including through the current assignment of future Intellectual Property Rights) to Charles Taylor or such third party as Charles Taylor chooses. The Client shall execute all documents and do all things which Charles Taylor deems necessary to give effect to this clause 10.1.
10.2	Charles Taylor has no obligation to deliver copies of any software to Customer in connection with this Agreement or the Services.
10.3	Customer and Authorized Users may store or transmit Customer Data using the Services. Customer hereby grants a royalty-free, non-transferable, non-exclusive license for Charles Taylor (and each of its direct and indirect service providers) to use, copy, and otherwise use Customer Data to (i) the extent necessary to perform or provide the Services; and services related to the Client and as set out in clause 11.2; or (ii) to exercise or enforce Charles Taylor's rights, remedies and obligations under this Agreement.
10.4	Charles Taylor may use any feedback and suggestions for improvement relating to the Services provided by Customer, or any Authorized User, without charge or limitation ("Feedback"). Customer hereby assigns (or shall or shall procure the assignment of) all Intellectual Property Rights in the Comments with full title (including through the current assignment of future Intellectual Property Rights) to Charles Taylor at the time such Feedback is first provided to Charles Taylor.
10.5	Customer hereby waives (and shall ensure that all third parties involved have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work, and all other moral rights in the Intellectual Property Rights assigned to Charles Taylor under this Agreement.
10.6	Except for the rights expressly granted in this Agreement, Customer or any Authorized User, and its direct and indirect subcontractors, shall not in any way acquire any title, ownership right, or Intellectual Property Rights of any nature in the Services and no Intellectual Property Rights of either party shall be transferred or licensed as a result of this Agreement.
10.7	Subject to the remainder of this clause 10, Charles Taylor will indemnify and hold indemnified Customer at all times for all costs and damages actually awarded in the final judgment of an Intellectual Property Claim.
10.8	The provisions of clause 10.7 shall not apply unless the Client:
10.8.1	notify Charles Taylor immediately (and in any event within five (5) Business Days) when it becomes aware of any actual or potential Intellectual Property Claim and provide complete information in writing;
10.8.2	you do not make any comments or admissions and do not take any action that could adversely affect Charles Taylor's ability to defend or resolve the Intellectual Property Claim;
10.8.3	provides all assistance reasonably required by Charles Taylor subject to Charles Taylor paying the Client's reasonable costs; and
10.8.4	grants Charles Taylor exclusive authority to defend or settle the Intellectual Property Claim as Charles Taylor deems appropriate.
10.9	In the event of any Intellectual Property Claim, Charles Taylor may elect to terminate this Agreement immediately upon written notice and immediately refund Customer on a pro rata basis for any unused portion of the Prepaid Fees. This clause 10.9 is without prejudice to the Client's rights and remedies under clause 10.7.
10.10	Charles Taylor shall have no liability or obligation under this clause 10 in respect of (and shall not be obliged to defend) any Intellectual Property Claim arising in whole or in part from:
10.10.1	Any Third-Party Services;
10.10.2	any modification of the Service (or any part) without the express written approval of Charles Taylor;
10.10.3	any Customer Data;
10.10.4	Any Open Source Software
10.10.5	any breach of this Agreement by the Customer;
10.10.6	use of the Services (or any part) other than in accordance with this Agreement; or
10.10.7	use of the Services (or any part) in combination with any software, hardware, or data not provided to or expressly authorized by Charles Taylor.
10.11	The provisions of this clause 10 set forth Customer's sole and exclusive remedy (however arising, including Settlement, tort, negligence or otherwise) for any Intellectual Property Claim
10.12	Charles Taylor's total liability, howsoever arising out of or in connection with any and all Intellectual Property Claims and clause 10.7, shall not exceed ONE MILLION POUNDS STERLING (£1,000,000.00).
10.13	The Services may interact with Customer's Systems. Customer hereby grants a royalty-free, non-transferable, non-exclusive license for Charles Taylor (and each of its direct and indirect service providers and subcontractors) to use, copy, and otherwise use Customer Data and Customer Systems to the extent necessary to perform or perform the Services or to exercise or enforce rights,  Charles Taylor's remedies and obligations under the Agreement.
10.14	This clause 10 shall survive the termination or expiration of this Agreement.
11.	CUSTOMER DATA
11.1	Customer Data shall at all times remain the property of Customer or its licensors.
11.2	Customer agrees that Charles Taylor shall have the right to generate Aggregated/Anonymous Data and that the Aggregated/Anonymous Data is the property of Charles Taylor, which Charles Taylor may use for any business purpose during or after the Term (including, without limitation, developing and improving Charles Taylor's products and services and creating and distributing reports and other materials).  Charles Taylor will only disclose Aggregated/Anonymous Data externally in an unidentified (anonymous) form that does not identify Customer or Authorized Users, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Customer is not responsible for Charles Taylor's use of Aggregated/Anonymous Data
11.3	Except to the extent Charles Taylor has direct obligations under Data Protection Legislation, Customer acknowledges that Charles Taylor has no control over any Customer Data hosted as part of the provision of the Services. Customer shall ensure (and is solely responsible for) the accuracy, quality, completeness and legality of Customer Data and that its use (including use in connection with the Services) complies with this Agreement and all applicable laws.  
11.4	If Charles Taylor becomes aware of any suspicion that any Customer Data may fail to comply with any other part of this Agreement, Charles Taylor shall have the right to permanently delete or otherwise remove or suspend access to any Customer Data that is suspected of being in violation of any part of the Agreement and/or disclose Customer Data to law enforcement authorities (in each case without the need to to consult the Client). Whenever reasonably possible and lawful, Charles Taylor will notify the Client before taking such action.
11.5	Except as otherwise expressly provided in this Agreement, Charles Taylor shall not be obligated to provide Customer with any assistance in extracting, transferring, or retrieving any data, either during the Term or upon expiration or termination thereof. Customer acknowledges and agrees that it is responsible for maintaining backups and copies of any Customer Data, including as necessary to ensure the continuation of Customer's business. Customer shall, without limitation, ensure that it backs up (or procures backups) of all Customer Data on a regular basis (in accordance with the needs of its Authorized Users) and extracts it from the Services prior to the termination or expiration of this Agreement or the cessation or suspension of the Services.
11.6	Charles Taylor will regularly back up the Services (which may include Customer Data) for the continuity of its own business. Customer acknowledges that such measures do not in any way make Charles Taylor responsible for ensuring that Customer Data is not rendered inaccessible, damaged or corrupted. To the maximum extent permitted by applicable law, Charles Taylor shall not be liable (under any legal theory, including negligence) for any loss of availability, alteration or damage to Customer Data.  
11.7	Customer directs Charles Taylor, within sixty (60) days of the termination of the provision of the Services (or any party) relating to the processing of Customer Data, to securely dispose of the Customer Data processed in connection with the Services (or any part) that has been terminated (and all existing copies thereof),  except to the extent that Charles Taylor is required by applicable law to store such Customer Data. Charles Taylor shall have no liability (howsoever caused, including negligence) for any deletion or destruction of Customer Data made pursuant to this Agreement 
11.8	The parties shall comply with their respective information security obligations as set forth in the Documentation.
11.9	Charles Taylor will cooperate with any information security-related investigation that is conducted by or on behalf of a Regulator with competent jurisdiction.
11.10	Each party shall inform the other within 48 business hours of any information security breach or potential security breach that may affect the Services.
12.	CONFIDENTIALITY
12.1	  12.1 Each party (as receiving party) shall:
12.1.1	maintain the confidentiality and not disclose the other party's Confidential Information to any third party, except to the extent permitted by this Agreement; and
12.1.2	use the other party's Confidential Information only to perform its obligations and exercise its rights under this Agreement.
12.2	Each party may share the other party's Confidential Information with its employees, agents or contractors who have a legitimate need to know (which, for Charles Taylor, includes the subcontractors referred to in clause 3.5), provided that the party remains responsible for any recipient's compliance with the terms of this clause 12 and that these recipients are subject to confidentiality obligations no less protective than this clause 12.
12.3	The confidentiality obligations in clauses 12.1 and 12.2 do not apply to (and Confidential Information does not include) information that:
12.3.1	is or becomes in the public domain through no fault of the receiving party;
12.3.2	was known to the receiving party prior to receiving the Confidential Information;
12.3.3	is lawfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or
12.3.4	has been independently developed by the receiving party without using the disclosing party's Confidential Information.
12.4	A party may also disclose the other party's Confidential Information to the extent required by law or a court order, provided that it provides advance notice (if permitted by law) and cooperates in any efforts by the other party to obtain confidential treatment of the information.
12.5	This Section 12 shall survive the termination or expiration of this Agreement.
13.	DATA PROTECTION
13.1	Customer shall ensure that it only provides Customer Personal Data to Charles Taylor to the extent necessary to enable Charles Taylor to provide the Services.
13.2	Customer shall ensure that it has a legal basis for transferring Customer Personal Data to Charles Taylor and shall ensure that all fair processing notices have been given (and/or applicable consents have been obtained) and that all other legal requirements have been met to permit Charles Taylor to provide the Services and process Customer Data as contemplated by this Agreement,  including consents necessary for Charles Taylor to aggregate the Aggregated/Anonymous Data in accordance with clause 11.2.
13.3	Charles Taylor will act as a Controller when Processing Customer Personal Data under this Agreement. When acting in your capacity as Data Controller, you will comply with clauses 13.4 to 13.14.
13.4	Unless otherwise set out in this Agreement or the Order Form, Charles Taylor will process the Customer's Personal Data only in accordance with the Data Protection Details in Schedule 2 to this Agreement.
13.5	As the Data Controller, Charles Taylor will only act and Process the Customer's Personal Data in accordance with the Customer's Processing Instructions. Charles Taylor will immediately inform the Customer of any legal requirement under applicable law that requires Charles Taylor to Process Personal Data in a manner other than the Processing Instructions, or if any of the Customer's instructions infringe Data Protection Legislation. If Charles Taylor has any doubts about the parameters or legality of the Processing Instructions issued by the Client, Charles Taylor will contact the Client for the purpose of requesting further clarification or instructions.
13.6	Customer acknowledges and agrees that the execution of any computer command to process (including the deletion of) any Customer Personal Data made in the use of any of the Services by an Authorized User shall be a Processing Instruction (except to the extent that such command is not complied with due to technical reasons,  operational or otherwise, including those set forth in the Documentation). Customer shall ensure that Authorized Users do not execute any such command unless authorized by Customer (and all other relevant Controllers) and acknowledges and agrees that, if any Personal Data is deleted pursuant to any such command, Charles Taylor is under no obligation to attempt to restore it.
13.7	Charles Taylor will cooperate and assist the Client with any data protection impact assessments and consultations with (or notifications to) the relevant regulators as required by Data Protection Legislation in relation to the Client's Personal Data and the Services. The Client shall pay all costs incurred by Charles Taylor in respect of Charles Taylor's obligations under this clause 13.7 
13.8	Charles Taylor will dispatch to the Client without undue delay and otherwise cooperate and assist the Client promptly with any request from the holders of the Client's Personal Data in accordance with Data Protection Legislation. The Client shall pay all costs incurred by Charles Taylor in respect of Charles Taylor's obligations under this clause 13.8.
13.9	With respect to Charles Taylor's Processing of Customer Data, including Customer Personal Data, Charles Taylor will implement technical and organizational security measures to ensure a level of security appropriate to the risk. Such security measures shall, at all times, be at least of the minimum standard required by the applicable Data Protection Legislation.
13.10	If Charles Taylor becomes aware that any Data Breach has occurred, Charles Taylor will, within 48 hours, notify the Customer of the Data Breach and provide sufficient information to enable the Customer to report the Data Breach and/or notify the affected data subjects, as required under applicable Data Protection Legislation.
13.11	The Client gives its general consent to allow Charles Taylor to engage the service providers referred to in clause 3.5 (the "Approved Providers") and any other responsible parties for the purpose of Charles Taylor providing the Services, provided that such Approved Providers and any other responsible parties are contractually bound by obligations equivalent to those contained in this Agreement. Charles Taylor will also remain fully liable to the Customer where an Approved Provider fails to comply with its data protection obligations, as well as for any act or omission of the Approved Provider with respect to its Processing of the Customer's Personal Data.
13.12	Charles Taylor (or any Approved Provider) will only transfer Customer Personal Data to a country outside the UK or any international organisation where such transfer
13.12.1	is subject to appropriate safeguards;
13.12.2	provide data subjects with enforceable rights and effective legal remedies; and
13.12.3	complies with applicable Data Protection Legislation.
13.13	Charles Taylor will maintain complete, accurate and up-to-date written records of all categories of Processing activities carried out on behalf of the Client containing the information required by Data Protection Legislation and any other information reasonably required by the Client and shall make available to the Client, upon request, all information necessary to demonstrate Charles Taylor's compliance with its obligations under the Data Protection Legislation.  
13.14	Charles Taylor will, upon written request from the Customer, securely delete or return all Personal Data to the Customer after the completion of the provision of the relevant Services related to the Processing or, if earlier, as soon as Charles Taylor's Processing of any Personal Data is no longer necessary for the performance of its obligations under this Agreement,  and securely dispose of existing copies (unless storage of any data is required by applicable law).
14.	GUARANTEES
14.1	Subject to the remainder of this clause 14, Charles Taylor warrants that it will provide the Services with reasonable care and skill.
14.2	The Services may be subject to delays, interruptions, errors, or other problems resulting from the use of the Internet or public electronic communications networks used by the parties or third parties. Customer acknowledges that such risks are inherent in the cloud services and that Charles Taylor shall have no liability for any such delays, interruptions, errors or other problems
14.3	If there is a breach of the warranty in clause 14.1 Charles Taylor shall, at its option: make reasonable efforts to repair or replace the Services (or relevant part thereof) within a reasonable time or (whether or not it has first attempted to repair or replace the Services) refund the Fees for the Services on a pro rata basis for the period during which Charles Taylor was in breach of any warranty (provided that such period is at least two (2) consecutive days). Subject to clause 15, this clause 14.3 sets out the Customer's sole and exclusive remedy (however arising, whether in Agreement, negligence or otherwise) for breach of the warranty in clause 14.1.
14.4	Other than as set out in this clause 14, and subject to clause 15, all warranties, representations, conditions, terms, undertakings or obligations whether express or implied and including any implied terms relating to quality, fitness for any particular purpose or ability to achieve a particular result are excluded to the fullest extent permitted by applicable law.
15.	LIMITATION OF LIABILITY
15.1	Subject to clauses 10.12, 15.2, 15.3 15.4. and 16.1 Charles Taylor's aggregate total liability arising under or in connection with this Agreement shall not exceed an amount equal to the Fees for all Services paid to Charles Taylor in the twelve (12) month period immediately preceding the first incident giving rise to any claim under this Agreement.
15.2	Subject to clause 15.4, Charles Taylor shall not be liable for any consequential, indirect or special losses.
15.3	Subject to clause 15.4, Charles Taylor shall not be liable for any of the following (whether direct or indirect):
15.3.1	Profit
15.3.2	destruction, loss of use, or corruption of data
15.3.3	Loss or corruption of software or systems
15.3.4	Loss or damage to equipment
15.3.5	Loss of use
15.3.6	Loss of production
15.3.7	Loss of Settlement
15.3.8	Loss of opportunity
15.3.9	loss of savings, discounts, or rebates (whether actual or anticipated); or
15.3.10	reputational damage or loss of goodwill.
15.4	Notwithstanding any other provision of this Agreement, Charles Taylor's liability shall not be limited in any way with respect to the following
15.4.1	death or personal injury caused by negligence;
15.4.2	fraud or fraudulent misrepresentation; or
15.4.3	any other losses that cannot be excluded or limited by applicable law.
15.5	Except as expressly and specifically provided in this Agreement, Customer assumes sole responsibility for the results obtained from Customer's use of the Services and Documentation, and for any conclusions drawn from such use. Charles Taylor shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Charles Taylor by the Client in connection with the Services, or any action taken by Charles Taylor at the direction of the Client.
15.6	The Services are provided for general information purposes only. The Services do not provide advice that the Client should rely on alone. The Client should obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of information obtained from the Services. Although Charles Taylor makes reasonable efforts to update the information provided by the Services, Charles Taylor makes no representations, representations, or warranties, either express or implied, that such information is accurate, complete, or current.
15.7	This Section 15 shall survive the termination or expiration of this Agreement.
16.	SUSPENSION
16.1	Charles Taylor may suspend access to the Services for all or some of the Authorized Users if:
16.1.1	Charles Taylor suspects that there has been any misuse of the Services or breach of this Agreement; or
16.1.2	in accordance with Clause 8.4, if the Client fails to pay any sum due to Charles Taylor.
16.2	Where the reason for suspension is suspected misuse of the Services or breach of this Agreement, Charles Taylor will take steps to investigate the matter and may restore or continue to suspend access at its discretion.
16.3	In relation to suspensions under clause 16.1.2, access to the Services will be promptly restored upon receipt of payment in full and with compensated funds.
16.4	The Fees will remain payable during any period of suspension, notwithstanding that the Customer, or all Authorized Users, do not have access to the Services.
17.	TERM AND TERMINATION
17.1	This Agreement shall be effective on the Effective Date and shall continue for the Initial Term, thereafter renewing for successive twelve (12) month periods (each, a "Renewal Term"), except that
17.1.1	either party notifies the other in writing of termination at least ninety (90) days prior to the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiration of the applicable Initial Term or Renewal Term; or
17.1.2	is terminated earlier than provided for in this Agreement.
17.2	Charles Taylor shall have the right to terminate this Agreement and any Order Form upon written notice of not less than sixty (60) days when the Services are interrupted by Charles Taylor in whole or in part. In the event that Charles Taylor terminates this Agreement in accordance with this clause 17.2, the Client shall be reimbursed by Charles Taylor on a pro rata basis of the Fees already paid, for the Services not provided. 
17.3	Either party may immediately terminate this Agreement at any time upon written notice to the other party if;
17.3.1	the other party commits a material breach of this Agreement and such breach is not remediable;
17.3.2	the other party commits a material breach of this Agreement that is not cured within thirty (30) Business Days of receipt of written notice of such breach; or
17.3.3	the other party has failed to pay any amount due under this Agreement by the due date and such amount remains unpaid within ten (10) Business Days of the other party's receipt of notice that payment is due; or
17.3.4	the other party is subject to an Insolvency Event. The party exercising this right of termination shall only be entitled to do so before the other party enters into a relevant insolvency proceeding.
18.	CONSEQUENCES OF TERMINATION
18.1	Immediately upon termination or expiration of this Agreement (for any reason), the rights granted by Charles Taylor under this Agreement shall terminate and Customer shall (and shall procure that each Authorized User):
18.1.1	stop using the Services and any Documentation;
18.1.2	make payment of all Fees duly due and payable up to the date of termination; and
18.1.3	destroy and erase or, if requested by Charles Taylor, return any copies of Charles Taylor's Confidential Information in its possession or control (or in the possession or control of any person acting on behalf of any of the Customers).
18.2	Immediately upon termination or expiration of this Agreement, Charles Taylor will destroy or otherwise dispose of Customer Data in its possession. Alternatively, and upon Customer's written request, Charles Taylor may provide Customer with the most recent backup copy of Customer Data. Charles Taylor will use commercially reasonable efforts to deliver the backup copy to Customer within thirty (30) days of receipt of such written request, provided that Customer has paid, at that time, all Fees and Charges outstanding at the time of termination and as a result thereof (whether or not due on the date of termination). Customer shall pay all reasonable and pre-approved expenses incurred by Charles Taylor in returning or disposing of Customer Data in accordance with this clause.
18.3	Termination or expiration of this Agreement shall not affect the rights and obligations accrued by either party at any time up to the date of termination or expiration and shall not affect any provision of this Agreement which, expressly or impliedly, is intended to continue after termination.
19.	SANCTIONS
19.1	Customer represents and warrants that neither it nor any of its shareholders, directors, officers, employees, agents or other representatives or Authorized Users is, owns or is under the control of any person or entity that is:
19.1.1	is on the list of "Specially Designated Nationals and Blocked Persons" maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) or any similar list maintained by the United Nations, the European Union, the United Kingdom, or any other relevant governmental entity (including, but not limited to, Her Majesty's Treasury Consolidated List or any list of known or suspected terrorists,  Terrorist Organizations 
19.1.2	directly or indirectly, has conducted, conducts or is otherwise involved in any business with or involving any government (or any subdivision thereof), or any person, entity or project, subject to, or located in any country that is subject to, any economic or trade sanctions administered by any relevant governmental entity,  including the Government of the United Kingdom or OFAC (collectively, the "Sanctions");
19.1.3	directly or indirectly supports or facilitates, or intends to support or facilitate, or otherwise engages in, any such person, government, entity or project; or
19.1.4	violates or has ever violated the Sanctions or has been the subject of an investigation into the Sanctions.
19.2	Charles Taylor reserves the right to refuse the Services or any part of the Services and shall have the right to terminate this Agreement with immediate effect without any liability where:
19.2.1	the Client breaches clause 19.1; or
19.2.2	the Customer fails to comply with applicable law, including in circumstances where transactions or payments contemplated by this Agreement are in breach of, or are subject to, penalties or other laws.
20.	ANTI-BRIBERY AND MODERN SLAVERY
20.1	Each party shall:
20.1.1	comply with all applicable laws, statutes and regulations relating to the fight against bribery and corruption, including the Bribery Act 2010 ("Relevant Requirements");
20.1.2	not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; 
20.1.3	have and maintain in place throughout the Term its own policies and procedures, including appropriate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements; and
20.1.4	notify the other party (in writing) if it becomes aware of any breach of this clause 20, or has reason to believe that it or any person associated with it has received a solicitation or demand for any undue financial or other advantage in connection with the performance of this Agreement.
20.2	In carrying out its obligations under this Agreement, Charles Taylor will comply with, and ensure that each of its subcontractors complies, with the Modern Slavery Act 2015.
20.3	Charles Taylor represents and warrants that neither it nor any of its officers, employees, or others associated with it:
20.3.1	has been convicted of any crime related to slavery and trafficking in human beings; and
20.3.2	To the best of its knowledge, you have been or are the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body in connection with or relating to any crime or alleged crime of slavery and trafficking in human beings.
21.	COMPLIANCE MONITORING
21.1	During the Term of this Agreement and thereafter, Customer shall maintain complete and accurate records relating to Customer's and Authorized Users' use of the Services under this Agreement.
21.2	Customer shall permit and provide Charles Taylor (and any representative of Charles Taylor) with remote access to its servers and/or facilities to: 
21.2.1	inspect the use of the Services; and
21.2.2	audit (and make copies of) the relevant records of the Client,
in each case to the extent necessary to verify that Customer is complying with its obligations under this Agreement.
21.3	In the event that Charles Taylor identifies any breach by the Client of the Client's obligations under this Agreement, the Client shall pay the relevant costs to Charles Taylor on Charles Taylor's standard pricing terms.
21.4	Unless otherwise agreed in writing, the inspection and audit referred to in clause 21.2 shall be carried out:
21.4.1	during Customer's normal business hours on Business Days;
21.4.2	provided that Charles Taylor gives at least five (5) Business Days' notice; and
21.4.3	no more than once in a calendar year, unless required by applicable law.
21.5	At Charles Taylor's request from time to time, the Client shall provide Charles Taylor with copies of the records referred to in clause 21.1 promptly (and in any event within two (2) Business Days of such order)
22.	FORCE MAJEURE
22.1	Provided that it has complied with clause 22.2, if a party is prevented, hindered or delayed in performing any of its obligations under this Agreement by an event of Force Majeure (the "Affected Party"), the Affected Party shall not breach this Agreement or otherwise be liable for such failure or delay in performance of such obligations.
22.2	The affected party shall:
22.2.1	as soon as reasonably practicable after the commencement of the Force Majeure event, notify the other party in writing of such Force Majeure event, the date on which it commenced, its probable or potential duration, and the effect of such Force Majeure event on its ability to perform any of its obligations under this Agreement; and
22.2.2	use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.
23.	ENTIRE AGREEMENT
23.1	This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, covenants and understandings between them with respect to its subject matter, whether written or oral. The parties agree that any term or condition set forth in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
23.2	Each party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty not expressly set forth herein, and that it shall have no right of recourse whatsoever in connection therewith.
23.3	This Agreement may be executed in any number of copies, each of which, once executed and delivered, shall constitute a duplicate of the original, but all copies shall together constitute a single Agreement.
23.4	By accepting this agreement by:
23.4.1	Clicking on a box indicating acceptance; or
23.4.2	by executing an Order Form referencing this Agreement,
the Client agrees to the terms of this Agreement. If the individual accepting this Agreement does so on behalf of a company or other legal entity, such natural person represents that he or she has the authority to bind such entity and its Affiliates to this Agreement, in which case the term "Customer" shall refer to such entity and its Affiliates. If the person accepting this Agreement does not have such authority, or does not agree to these terms and conditions, such person shall not accept this Agreement and may not use the Services.
24.	NOTICES
24.1	Except as otherwise specified in this Agreement, all notices relating to this Agreement shall be in writing and effective on:
24.1.1	Personal delivery,
24.1.2	the second Business Day after mailing, or  
24.1.3	except for notices of termination or indemnification ( "Legal Notices"), which must be clearly identifiable as Legal Notices, on the day they are sent by email.
24.2	Notifications to Customer related to billing will be directed to the appropriate billing contact designated by Customer. All other notices to Customer shall be directed to the relevant Service system administrator designated by Customer.
24.3	Any changes to the contact details of either party, as set out in the Order Form, will take effect:
24.3.1	on the date specified in the notice as the date of such change; or
24.3.2	if no date is specified, five (5) Business Days after notice is deemed received.
25.	VARIATION
25.1	No modification of this Agreement shall be valid or effective unless made in writing, referred to in this Agreement, and duly signed or executed by or on behalf of each party.
26.	ASSIGNMENT AND SUBCONTRACTING
26.1	Except as expressly provided in this Agreement, Charles Taylor may at any time assign, subcontract, sublicense, transfer, mortgage, charge, declare a trust or otherwise deal with any or all of its rights or obligations under this Agreement.
26.2	Except as expressly permitted by this Agreement, Customer shall not assign, transfer, subcontract, sublicense, mortgage, charge, declare a trust or otherwise deal with any or all of its rights or obligations under this Agreement (including any license rights granted), in whole or in part, without the prior written consent of Charles Taylor.
27.	NO PARTNERSHIP OR AGENCY
27.1	Charles Taylor and the Client are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for herein. Neither party shall have, or claim to have, any authority to enter into commitments on behalf of the other party.
27.2	This Agreement shall not prevent Charles Taylor from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing materials, products, or services that are similar to those provided under this Agreement.
28.	SETTLEMENT
28.1	If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
28.2	If any provision of this Agreement (or part of a provision) is or becomes illegal, invalid or unenforceable, but would be legal, valid and enforceable if any part of this Agreement were deleted or modified, the provision or part of the provision in question shall be enforced with such deletions or modifications as may be necessary to make the provision legal,  valid and enforceable. In the event of deletion or modification, the parties shall negotiate in good faith to agree on the terms of a mutually acceptable alternative provision.
29.	RESIGNATION
29.1	No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall preclude any exercise of any right or remedy 
29.2	or the exercise of any other right, power or remedy.
29.3	A waiver of any term, provision, condition, or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given
30.	THIRD PARTY LAW
30.1	No person who is not a party to this Agreement shall be entitled, under the Agreements (Rights of Third Parties) Act 1999, to enforce any of its provisions.
31.	GOVERNING LAW
31.1	This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
32.	DISTRICT
32.1	The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
33.	ANNOUNCEMENTS
33.1	Charles Taylor may, upon execution of this Agreement and from time to time during the Term, identify, on its website and within its written sales materials, the Customer, using both its name and logo (as may be amended from time to time by the Customer), as a customer of Charles Taylor.
 ANNEX 1
DEFINITIONS AND INTERPRETATION
1.	In this Agreement:
"Additional Subscriptions" has the meaning in clause 2.2.2;
"Affiliate" means any business entity that at any time Controls, is Controlled by, or is under common control with, either party;
"Aggregated/Anonymous Data" means: (i) the data generated by aggregating Customer Data with other data so that the results are not personally identifiable with respect to Customer or its Authorized Users; and (ii) learnings, logs, and data relating to the use of the Services;
"Agreement" means the terms set forth in the clauses and other provisions hereof (including the schedules and any and all Statements of Work), as updated from time to time;
"Authorized Users" means in the event that a person accepts these terms on his or her own behalf, such person or, in the event that a person accepts this Agreement on behalf of a company or other legal entity, a designated individual user who is authorized by Customer to use the Services, for whom Customer has purchased a subscription,  and to whom the Customer (or, where applicable, Charles Taylor) has provided a user ID and password. Authorized Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with whom Customer transacts business who are authorized by Customer to use the Service in accordance with the terms of this Agreement;
"Business Day" means a day other than a Saturday, Sunday or public holiday or bank holiday in England;
"Confidential Information" means all information (whether oral, written, or electronic) relating to either party's business that can reasonably be considered confidential in nature, including information relating to either party's technology, know-how, intellectual property rights, assets, finances, strategy, products, and customers. All information relating to either party's pricing terms and any other technical or operational specifications or data relating to the Services shall be considered Confidential Information;  
"Control" for purposes of the definition of "Affiliate," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a company or other business entity, whether through ownership of shares or voting securities (including, without limitation, through ownership of more than fifty percent (50%) of the stock or securities of an entity with right to elect directors), Agreement or otherwise; and "Controls", "Controlled" and "Controls" shall be construed accordingly;
"Controller" means the natural or legal person, authority, agency or other body which, either alone or jointly with others, determines the purposes and means of the Processing of Personal Data;
"Customer Data" means all data, including Customer Personal Data, (in any form) that is provided to Charles Taylor or uploaded to or hosted on any part of the Service by Customer or by any Authorized User (but excluding Feedback);
"Customer Personal Data" means any information provided by or on behalf of the Customer relating to an identified or identifiable natural person ("data subject") who is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological,  mental, economic, cultural or social, or as otherwise defined in applicable data protection laws; 
"Customer Systems" means all software and systems used by or on behalf of Customer, Customer's Affiliates, any of their direct or indirect subcontractors, or any Authorized User in connection with the provision or receipt of any of the Services or that the Services otherwise link to, interoperate with, interact with or use (in each case,  either directly or indirectly; 
"Data Breach" means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Personal Data 
"Data Protection Legislation" means (a) any law, statute, statement, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) relating to the protection of individuals with respect to the processing of personal data to which a party is subject, including (i) the UK Data Protection Act 2018,   (ii) the General Data Protection Regulation (EU) 2016/679 transposed into UK domestic law by application of section 3 of the European Union (Withdrawal) Act 2018, (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (b) any code of practice or guidance published by the UK Commissioner's Office (or equivalent regulatory body) from time to time;
"Data Protection Details" means, in relation to any Processing under this Agreement: (i) the subject matter and duration of the Processing; (ii) the nature and purpose of the Processing; (iii) the type of Personal Data being processed; and (iv) the categories of Data Subjects, all as described more particularly in Annex 2;
"Documentation" (also known as  a "User Guide") means, with respect to the Services, the relevant instructions on how to use the Services made available by Charles Taylor as updated from time to time;
"Effective Date" means the date specified on the Order Form on which the Services are intended to commence;
"EULA" means an end user license agreement between Customer and a Third Party Partner, in the form provided by the Third Party Partner from time to time;
"Fees" means the fees payable by Customer in consideration of the Service as set forth in an Order Form
 "Force Majeure" means an event or sequence of events beyond a party's reasonable control that prevents or delays its performance of its obligations under this Agreement (provided that the inability to pay is not force majeure), including matters relating to the transfer of data over public communications networks and any delays or problems associated with such networks or the Internet;
"Initial Term" means the initial term specified in the Order Form; 
"Intellectual Property Rights" means any and all copyrights, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, obtaining rights, database rights and data rights, semiconductor chip survey rights, utility models, domain names and all similar rights and,  In each case: 
(a)	Whether or not they are registered
(b)	including any request to protect or register such rights;
(c)	including all renewals and extensions of such rights or applications;
(d)	whether vested, contingent, or future; and
(e)	Wherever it exists:
 "Insolvency Event" means when (i) a party becomes insolvent or is unable to pay its debts as they fall due, or (ii) an order or resolution is made for the liquidation of a party (other than voluntarily for the purpose of a solvent merger or reconstruction), or (iii) a liquidator,  administrator, administrative receiver, receiver or trustee is appointed with respect to all or part of a party's assets or business, or (iv) a party makes any arrangement with its creditors, or (v) a party ceases to continue its business, or (vi) as a result of debt or mismanagement a party take(s) or suffers any similar or analogous action in any jurisdiction;
"Intellectual Property Claim" means any claim brought against the Customer by any third party alleging that the Customer's use of the Services infringes any copyright, database right or registered trademark, registered design, registered design rights or patents in the United Kingdom; 
"Managed Services" means the specific managed services described in Schedule 4 to be provided by Charles Taylor; 
"Order Form" means the order details provided in Part I of this Agreement or within any other online order or registration documentation or subscription flow referencing this Agreement;
"Open Source Software" means any software subject to a version of the General Public License, together with any other "open source" software that falls within the Open Source Definition issued by the Open Source  Initiative (www.opensource.org/docs/osd) on the date of this Agreement and any "free software" as defined by the Free Software Foundation (www.gnu.org/philosophy/free-sw.html) as of the date of this Agreement; 
"Process", "Processed" or "Processing" means accessing, collecting, obtaining, recording, maintaining, disclose, using, altering, deleting, erasing or destroying Customer Personal Data, or carrying out any operation(s) on Customer Personal Data or as otherwise defined in applicable data protection laws;
"Controller" means the natural or legal person, public authority, agency or other body that processes personal data on behalf of the Controller;
 "Processing Instructions" means the instructions for the processing of the customer's personal data, as set out in this Agreement, and otherwise as agreed between Charles Taylor and the Customer from time to time;
"Professional Services" means the specific professional services to be provided by Charles Taylor, as specified in the relevant Statement of Work (e.g., implementation, configuration, training);
"Regulator" means any governmental, regulatory, or other competent authority of the United Kingdom that has responsibility for regulating, supervising, investigating, monitoring, or enforcing any applicable law or regulation, including the Prudential Regulatory Authority, the Financial Conduct Authority, Lloyd's, and the Information Commissioner's Office;
"Renewal Term" has the meaning given to it in clause 17.1;
"Services" means the provision of online access to the InHub software owned and provided by Charles Taylor, any Managed Services and any Professional Services as specified in the Order Form, and any Additional Subscriptions, but in all cases, excluding any Third Party Services;
"Statement of Work" means a Statement of Work agreed to and signed by the parties substantially in the manner provided for in Schedule 3;
"Term" means the Initial Term and any Renewal Term;
"Third Party Associate" means a third-party associate of Charles Taylor that provides Third-Party Services;
"Third-Party Services" means web-based, mobile, offline, or other software functionality that may interoperate with the Services, and is provided by a Third-Party Partner in conjunction with the Services as specified in the Order Form;
"Update" has the meaning given to it in clause 7.3; and 
"VAT" means UK value added tax, any other tax in lieu thereof and any equivalent or similar tax imposed outside the UK.
2.	In this Agreement, unless otherwise stated: 
a)	Section, clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
b)	Charles Taylor and the Client are together the "parties" and each of the "parties", and a reference to a "party" includes the successors of that "party" and the permitted assigns; singular words include the plural and vice versa; any word following 'include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed solely as illustrative and shall not limit the meaning of any word, phrase, term, definition or description preceding such words;
c)	A reference to "written" or "written" includes any method of reproducing words in a legible and non-transitory form (including e-mail); and
d)	a reference to specific legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time and a reference to legislation includes all subordinate legislation made as of the date of this Agreement under such legislation; and a reference to any action, remedy, method of judicial procedure,  Any court, officer, legal document, legal status, legal doctrine, legal concept, or English thing shall be deemed to be deemed to include, in respect of any jurisdiction other than England, a reference to that which most closely approximates the English equivalent in that jurisdiction.
 ANNEX 2
DETAILS ON DATA PROTECTION
1	Object of processing:
To enable the performance of this Agreement and the Services contemplated by this Agreement.
2	Duration of treatment:
The term of this Agreement, unless otherwise indicated by the Controller.
3	Nature and purpose of the processing:
For the purpose of providing the Services to the Client.
4	Type of Personal Data:
First name, middle name, maiden name, last name, date of birth, and nationality.
Physical address(es) and zip code
Email Address(es)
Medical data. 
5	Category of interested parties:
Employees, policyholders, and others affected by the applicable insurance policy. 
6	Treatment Instructions:
Responsible for processing personal data only on the instructions of the controller and for providing the Services.