Terms and Conditions (1) The Customer as defined below. (2) Hydra Security ltd and registered in England and Wales with company number 12198095 at registered address: Kemp House, 152 - 160 City Road, London EC1V 2NX. AGREED TERMS Definitions: Billing Commencement Date means any date stated as such in any Order Form. Credits means a credit provided to the Customer against the applicable Monthly Recurring Service Fees, as described in the applicable Service Level Agreement. Customer means the party referred to as the Customer on the Order Form and any persons, third party, agents, sub-contractors, consultants, employees and those acting on their behalf. Confidential Information means any information supplied or made available in any form by either party to the other under or in connection with this agreement and includes (but is not limited to) information relating to software and hardware products, IT infrastructure, samples, equipment, drawings, specifications, customer characteristics and identities, trade secrets, technical information and know-how, performance or process data, cost and financial information, market opportunities, business affairs, methods of doing business, strategic marketing, business plans and any information, reports or analysis derived from the Confidential Information. Contract means these terms and conditions, the Order Form and the Schedules. Data Protection Legislation means 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 any successor legislation to the GDPR or the Data Protection Act 1998. Data Subject means an individual who is the subject of Personal Data. Date means the date listed on the Order Form when the contract between the Customer and Hydra Security Ltd becomes binding and this Contract comes into effect. Extended Term means the period set out in any Order Form, if any. Fees means the applicable fees payable by the Customer in accordance with the Order Form. Force Majeure means an event affecting the performance by a party of its obligations under this Master Services Agreement which is caused by acts, events, omissions, happenings or non- happenings beyond the reasonable control of the affected party including strikes, lockouts and other industrial disputes (except in relation to that party’s own staff), acts of terrorism, war, riot or civil commotion; Good Industry Practice means the exercise of that degree of skill, diligence and foresight which would reasonably and ordinarily be expected from a skilled and experienced service provider engaged in the provision of services similar to the Services under the same or similar circumstances as those applicable to the Contract and which are in accordance with any codes of practice published by relevant trade associations Initial Term means the minimum term for which Hydra Security Ltd will provide the Services to the Customer as indicated on the Order Form. Intellectual Property Rights means patents, designs, trademarks and trade names (whether registered or unregistered), copyright and related rights, moral rights, database rights, know-how and all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; Master Services Agreement means these terms and conditions including all Orders and Service Schedules; Monthly Recurring Service Fees means the monthly recurring fees for the applicable service payable by the Customer as detailed on the Order Form. Normal Business Hours means between 09:00 hrs and 17:30 hrs on any day except a Saturday, Sunday or public or bank holiday in England and Wales. Order Form means an ordering document for Services signed by an authorised representative of Hydra Security and completed by the Customer or the online request from Customer for Services and Hydra Security’s acceptance to supply those Services. Party means Hydra Security and/or the Customer. Permitted Sub-contractor means any third party used by Hydra Security in providing the Services. Personal Data means any information relating to an identified or identifiable natural person that is processed by the Provider as a result of, or in connection with, the provision of the services under the Master Agreement; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed. Service Level Agreement (SLA) means the service level agreement relating to the applicable Services that describes the service levels to be met by Hydra Security together with the remedies available to the Customer for failure to meet such service levels. Services means any services described in the Service Schedule and/or noted in an Order Form. Services Schedule means a document attached to an Order which contains a description of the relevant Services and any additional related terms and conditions. Term means the Initial Term together with any extension of the Initial Term in accordance with the Order Form. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. 1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender. 1.8 This agreement shall be binding on, and endure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns. 1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision. 1.11 A reference to writing or written includes fax and email. 1.12 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time. 1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule. 1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. In the event of any ambiguity or conflict, the following order of precedence shall apply: i) the Order but only then to the extent it is expressly stated to vary the Master Services Agreement ii) then the terms and conditions set out in the Master Services Agreement iii) then the Service Schedules. 2. STRUCTURE OF AGREEMENT 2.1. The Parties may agree Order Forms for the provision of Services. All orders will be subject to the terms of this Master Services Agreement. 2.2. On execution of an Order Form by Hydra Security and the Customer, that Order Form is deemed a binding contract subject to this Master Services Agreement. 2.3. The Billing Commencement Date for the Services shall be the earlier of: 2.3.1. Date as specified on the Order Form; 2.3.2. The first date of installation of any equipment into any Hydra Security data centre or commencement of the applicable Services. 3. HYDRA SECURITY’S RIGHTS AND OBLIGATIONS 3.1. In consideration of the Fees and subject to earlier termination in accordance with the terms of this Master Services Agreement Hydra Security will provide the Services: (a) with reasonable care and skill in accordance with Good Industry Practice; (b) so that they meet or exceed the service levels set out in the Service Level Agreement, where applicable; and (c) in accordance with any specific conditions that appear on the Order Form. 3.2. Notwithstanding the above, Hydra Security cannot however, guarantee that Services will be uninterrupted, error-free or completely secure. 3.3. Hydra Security reserves the right to update or amend the applicable Service Level Agreements at any time provided it gives the Customer not less than 30 days prior written notice and such update or amendment shall apply generally to all Hydra Security customers receiving similar Services. 3.4. Hydra Security disclaims and excludes any and all warranties, terms or conditions not expressly stated in the Contract as permitted by law, including implied warranties, terms or conditions relating to the satisfactory quality and fitness for purpose. The Customer is solely responsible for the suitability of the Services chosen. 3.5. Hydra Security will maintain an up to date business continuity and disaster recovery plan. 3.6. Hydra Security will carry out a Service Review at the Customer’s request, as long as at least 10 working days’ notice is provided to Hydra Security. Hydra Security recommends bi-annual Service Reviews are carried out. 4. THE CUSTOMER’S OBLIGATIONS 4.1. The Customer represents and warrants: 4.1.1. it has the full capacity and authority to enter into and perform this Contract and that this Contract is executed by a duly authorised representative of the Customer; 4.1.2. it has the appropriate knowledge to use the Services and will be responsible for any problems resulting from any interference by the Customer; 4.1.3. the performance of its obligations and use of the Services will not violate any applicable laws, rules or regulations or the rights of any third party, or cause a breach of any agreements with any third parties or unreasonably interfere with other Hydra Security the Customers’ use of Hydra Security services; 4.1.4. it is using the Services for its own or group use and will not resell the Services to any third party without the prior authorisation from Hydra Security; 4.2. The Customer undertakes that: 4.2.1. it will comply with any rules imposed by any third party whose content or services are accessed via the Services; 4.2.2. it will inform Hydra Security forthwith if any of the Services are subject to interference or malfunction; 4.2.3. it will provide Hydra Security with reasonable notice of any circumstances that the Customer has prior knowledge of that may affect the normal operation of the Services provided. 4.2.4. It will not by any of its acts or omissions disrupt or interfere with Hydra Security’s business or the business of any of Hydra Security’s customers business. 4.2.5. Where required, the Customer will assist Hydra Security to enable the Services to go live. Where the Customer has not provided Hydra Security with the assistance required to allow the Services to go live, Hydra Security reserve the right to commence billing for the Services. 4.2.6. The Customer where requested by Hydra Security, will make applicable employees available to help define and update any documents, procedures or plans. Such employees will also be made available to test any document, procedure, plan or any other applications or systems reasonably requested by Hydra Security. 4.2.7. At Hydra Security’s request the customer will make available appropriate employees to carry out a Service Review, as long as at least of 10 working days’ notice is provided by Hydra Security. Hydra Security recommends bi-annual Service Reviews are carried out. 4.3 In the event of a breach of any of the Customer warranties or undertakings set out above, Hydra Security reserves the right to suspend the Services in accordance with clause 10 of these Terms. 5. INTELLECTUAL PROPERTY 5.1 This Master Services Agreement shall not be deemed to assign to any party any Intellectual Property Rights belonging to the other. 5.2 Each party retains all of its own Intellectual Property Rights, whether owned or licensed, in any documents, data, text, trademarks, brands, logos, information, specifications, drawings or other materials as one party may provide to the other parties from time to time. 5.3 No party may use the trademark or logo of the other parties except with the prior written permission of the other party 5.4 For the avoidance of doubt, the delivery of the Services does not and will not transfer to the Customer any right, title or interest in and to: (a) Any Hydra Security equipment used in providing the Services; or (b) Any Hydra Security proprietary technology, including services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by or licensed to Hydra Security), including but not limited to any derivative works, improvements, enhancements or extensions of that proprietary technology. 6. CONFIDENTIALITY 6.1 Each party agrees not to use the other’s Confidential Information except solely in connection with the performance or use of Services. Neither party shall, without the prior written consent of the other party, use or disclose the Confidential Information of the other party following completion of the Services. Each party will take all reasonable precautions to protect the other party's confidential information, using at least the same standard of care and security measures as it uses to maintain the confidentiality of its own confidential information. 6.2 Notwithstanding the foregoing, a party (Recipient) may disclose the other party’s (Discloser) Confidential Information: (a) to any consultants, contractors, advisers and insurers (Representatives)who have a need to know in connection with this Contract and who are under binding obligations of confidence; subject to clause 6.3 below; or (b) to the extent required by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction; provided that, the disclosing party shall, unless legally prohibited, provide the non-disclosing party with reasonable prior written notice sufficient to permit it an opportunity to contest such disclosure. 6.3 The provisions of this clause 6 shall not apply to any Confidential Information that: (a) is or becomes generally freely available to the public (other than as a result of its disclosure by the Recipient or its Representatives in breach of this clause 6); (b) was available to the Recipient on a non-confidential basis before disclosure by the Discloser; (c) was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the Recipient; (d) was known to the Recipient before the information was disclosed to it by the Discloser; 6.4 Each party shall keep the other party's Confidential Information confidential and shall not: (a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement; or (b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 6. 6.5 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its Representatives in violation of the terms of this agreement. Notwithstanding the terms herein, the Recipient shall be fully responsible for any unauthorised disclosure or use of the Discloser’s Confidential Information by any of its Representatives. 6.6 Notwithstanding the terms herein, the Recipient agrees not to use any of the Confidential Information or any data or information derived by the Recipient in connection with this agreement for its own use or for any commercial advantage whatsoever. 6.7 The terms of this clause 6 shall survive termination or expiry of this agreement. 7. DATA PROTECTION 7.1 Each party agrees to comply with all applicable requirements of the Data Protection Legislation. 7.2 This Clause 7 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 7.3 Where Hydra Security processes data for the Customer, Hydra Security shall be the data processor (as defined by Data Protection Legislation) and shall: (a) process that Personal Data only on the written instructions of the Customer; (b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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 services, 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 Customer has been obtained and the following conditions are fulfilled: 1. the Customer or Hydra Security has provided appropriate safeguards in relation to the transfer; 2. the data subject has enforceable rights and effective legal remedies; 3. Hydra Security complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and 4. Hydra Security complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data. (e) assist the Customer, at the Customer'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 Customer without undue delay on becoming aware of a Personal Data breach; (g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by applicable Data Protection Legislation to store the Personal Data; and (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 7.2 and allow for audits by the Customer or the Customer's designated auditor, subject to the Customer providing reasonable notice. The right to audit shall be limited to once annually, except in the case of suspected fraud or regulatory requirements. 8. NON SOLICTATION 8.1 The Customer shall not, without the prior written consent of the Hydra Security, at any time from the date on which any Services commence to the expiry of six months after the completion of such Services, solicit or entice away from the Hydra Security or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Hydra Security in the provision of such Services. 8.2 Any consent given by Hydra Security in accordance with clause 8.1 shall be subject to the Customer paying to Hydra Security a sum equivalent to 20% of the then current annual remuneration of Hydra Security's employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor. 9. PAYMENT 9.1. Hydra Security will invoice the Customer in accordance with the agreed Order Form. 9.2. The Customer agrees: 9.2.1. That Hydra Security may charge daily interest at a rate of 8% above the Bank of England base rate on any overdue payments that have passed the 30 day payment term; 9.2.2. Hydra Security shall be entitled to reimbursement of all costs and expenses incurred in connection with the recovery of any sum overdue; 9.2.3. that Hydra Security may, at any time during the contract Term, but no more than once a Year, vary the Fees payable by the Customer by giving at least 30 days prior written notice; 9.2.4. that Hydra Security may, at any time during the Contract Term, vary the Fees payable by the Customer by giving at least 30 days prior written notice in the event of new taxation laws, or the introduction or increase in any taxes, levies, costs or expenses, including any taxes, levies, costs or expenses arising out of or in connection with the use of energy or power consumption which relate to the Services; 9.2.5. Hydra Security may issue a suspension notice if the Customer fails to pay any Hydra Security invoices more than 45 days after the invoice date. If payment is not received within 7 days of the date of issue of Hydra Security’s suspension notice Hydra Security may suspend the Services in accordance with clause 12. Without prejudice to any other remedies Hydra Security may have, Hydra Security may commence such action as is necessary to recover the debt, including termination for material breach in accordance with clause 13.3(a). 10. LIMITATION 10.1. Subject to clause 10.2 and clause 10.3, Hydra Security’s total liability to the Customer for direct loss or damages whether in contract, tort (including, without limitation, negligence or breach of statutory duty), and howsoever arising including in connection with the performance, non-performance or delayed performance of this Contract shall be limited to and shall not exceed an amount that is twelve (12) times the Monthly Recurring Services Fees under this Contract as of the time of the occurrence of the event(s) giving rise to the claim. 10.2. Hydra Security shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise for any: 10.2.1. loss of profits; 10.2.2. loss of revenues, loss of goodwill; 10.2.3. loss of contracts, loss of business opportunity; 10.2.4. loss of data; 10.2.5. loss of business; 10.2.6. depletion of goodwill or similar losses; 10.2.7. pure economic loss; or 10.2.8. for any indirect or consequential loss, costs, damages, charges or expenses however arising. 10.3. Nothing in this Contract limits or excludes either Party’s liability for any loss or damages resulting from: 10.3.1. death or personal injury caused by its negligence; and 10.3.2. any fraud or fraudulent misrepresentation. 10.4. Except where the Customer has an express right to terminate in accordance with clause 13, the Credits stated in the Service Level Agreement are the Customer’s exclusive remedy for Hydra Security’s failure to meet the guarantees detailed in the applicable Service Level Agreement, for which Credits apply. 10.5. As the Fees for the Services properly reflect the delineation of risk between the Party’s, each Party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary. 11. INDEMNIFICATION 11.1 If Hydra Security, its affiliates, or any Hydra Security employees, agents, Permitted Sub-contractors or suppliers (the Indemnitees) receives a claim or action by a third party arising from: i. The Customer’s actual or alleged negligence or breach of law, ii. The Customer's failure to comply with any security or access policies provided by Hydra Security under this Contract; iii. Breach of the Customer’s agreement with its own customers or end users, iv. Any damage or destruction to Hydra Security Premises, any Hydra Security equipment used in providing the Services or the Hydra Security network arising from the acts or omissions of the Customer; or v. Any damage or destruction to Hydra Security the Customer equipment or the Customer data arising from the acts or omissions of the Customer. then the Customer will indemnify the Indemnitees and pay the cost of defending the claim or action (including reasonable legal fees) and any costs, damages award, fine or other amount that is imposed on or incurred by the Indemnitees as a result of the claim. the Customer’s obligations to indemnify the Indemnities under this clause include claims arising out of the acts or omissions of the Customer’s employees or agents, any other person to whom the Customer has given access to the Services, and any person who gains access to the Services as a result of the Customer’s failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorised by the Customer. 12. SUSPENSION OF SERVICES 12.1. Hydra Security may suspend the Services for non-payment of Fees in accordance with clause 9.2.5. 12.2. If the Customer does not make payment in full of all overdue sums within 7 days of Hydra Security’s suspension of Services, the same shall constitute a non-remediable material breach of the Contract and may terminate the Contract on written notice of the Customer with immediate effect. 12.3. In addition to any other remedies available under this Contract, at law or otherwise however, Hydra Security may, in its reasonable discretion, suspend the Services with immediate effect: a) in the event of any breach by the Customer of this Contract (other than non-payment); or b) where Hydra Security has the right to terminate this Agreement; c) where Hydra Security has an express right in any Schedule to suspend all or part of the Services. Hydra Security may at its discretion provide notice and a reasonable opportunity for the Customer to rectify the breach if practicable to do so. 12.4. Once the Customer has rectified the breach, and provided Hydra Security has not first terminated the suspended Services, Hydra Security will promptly restore the suspended Service(s). 12.5. Hydra Security reserves the right to recharge the Customer for any expenses incurred in reinstatement of Services once payment is received. 12.6. All applicable service levels shall be suspended for the period of any suspension. 13. TERM AND TERMINATION 13.1 This Master Services Agreement (but disregarding, for the purpose of this Clause, any Orders) shall commence on the date of signature and continue unless and until either terminated with the agreement of both parties or, where there are no Orders then in force, upon service of 90 days’ notice in writing by either party. 13.2 Termination of this Master Services Agreement shall automatically terminate all Orders then in force, unless agreed otherwise by the parties in writing. Termination or expiry of any Order shall not affect or terminate any other existing Orders which shall continue in full force and effect, unless stated otherwise in any Order. 13.3 Either party may immediately terminate this Master Services Agreement without payment of compensation or other damages caused to the other solely by such termination by giving notice to the other if any one or more of the following events happens: (a) the other party commits a material breach of any term of this agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); (f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party; (h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; (i) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1(b) to clause 13.1(h) (inclusive); or (j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 13.4 For the purposes of clause 13.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement. 13.5 Without affecting any other right or remedy available to it, Hydra Security may terminate this agreement with immediate effect by giving written notice to the Customer if: (a) the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment; or (b) there is a change of Control of the Customer. 13.6 Either party may terminate an Order in accordance with the Services Schedule. 13.7 On termination or expiry of this Contract for any reason, the service levels set out in the applicable SLA will cease to have effect, and will not apply to the provision by Hydra Security of any exit assistance it may agree to provide. 14. CONSEQUENCES OF TERMINATION 14.1 On termination or expiry of this agreement: (a) all existing Order Forms shall terminate automatically; (b) the Customer shall immediately pay to Hydra Security all of Hydra Security's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, the Hydra Security may submit an invoice, which shall be payable immediately on receipt; and (c) the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Intellectual property rights), clause 6 (Confidentiality), clause 8 (Non-solicitation), clause 10 (Limitation of liability), clause 14 (Consequences of termination), clause 18 (Waiver), clause 20 (Severance), clause 21 (Conflict), clause 26 (dispute resolution procedure) and clause 28 (Governing law and jurisdiction). 14.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry. 15. ENTIRE AGREEMENT This Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Contract. Nothing in this sub-clause shall limit or exclude any liability for fraud. 16. VARIATION No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 17. ASSIGNMENT 17.1 The Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. 17.2 Hydra Security may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement. 18. WAIVER 18.1 A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. 18.2 A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. 19. RIGHTS AND REMEDIES The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 20. SEVERANCE If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. 21. CONFLICT If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail. 22. NO PARTNERSHIP OR AGENCY 22.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 22.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 23. THIRD PARTY RIGHTS Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 24. NOTICES 24.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be: (a) delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the address notified by the party. 24.2 Any notice shall be deemed to have been received: (a) if delivered by hand, on signature of a delivery receipt; (b) if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting; and (c) if sent by email, at 9.00 am on the next Business Day after transmission. 24.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 25. COUNTERPARTS This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 26. DISPUTE RESOLUTION 26.1 If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause: 26.2 either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the named contact of the Customer and Account Manager of Hydra Security shall attempt in good faith to resolve the Dispute; 26.3 if the named contact of the Customer and Account Manager of Hydra Security are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to the Director of the Customer and Director of Hydra Security who shall attempt in good faith to resolve it. 27. FORCE MAJEURE 27.1 If any party is affected by a Force Majeure Event the affected party shall: a) promptly notify the other parties of the Force Majeure Event; b) keep that party informed of their continuance and of any relevant change of circumstances whilst such Force Majeure Event continues; and c) take reasonable steps to overcome the effects of the Force Majeure Event (except that this shall not require either party to settle industrial disputes or other claims on unreasonable terms). 27.2 Subject to clause 23.1, a Force Majeure Event shall not entitle either party to terminate this Master Services Agreement and neither party shall be in breach of this Master Services Agreement, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations due to such Force Majeure Event and the date for performance of the obligations affected (except for payment) will be deemed suspended only for a period equal to the delay caused by such Force Majeure Event. 27.3 If the party affected by a Force Majeure Event fails to comply with its obligations under this clause 23 then no relief as set out in this clause shall be available to it and the obligations of each party shall continue in force. 27.4 If (and so long as) a Force Majeure Event continues, then the Fees, or a fair proportion of the Fees according to the nature and extent of the Services the provision of which is prevented by the Force Majeure Event, will be suspended (and for the avoidance of doubt, no Fees shall be deemed to accrue during the suspension period). 27.5 If (and so long as) a Force Majeure Event continues for more than 3 months, then the Customer at its sole discretion may terminate the affected Services on notice to Hydra Security. 28. GOVERNING LAW AND JURISDICTION This Contract and any disputes arising therefrom (including non-contractual disputes) are governed by and construed in accordance with English law notwithstanding the jurisdiction where the Customer is based. The Customer irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Contract and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. The place of performance shall be England.