1. Introduction

1.1 The terms set out in this document (the "General Terms") as incorporated into an Order Form, and any other documents referred to in or incorporated by reference, form a legally binding agreement between the Customer and First Thursday (the "Contract").

1.2 Definitions for terms used in the Contract, and rules governing the way in which it shall be interpreted, are detailed in clause 24.

2. Provision of Services

2.1 The Contract shall commence upon the Effective Date and will continue in full force and effect until the end of the Service Period (unless terminated earlier in accordance with its terms), whereupon it shall expire (the "Term").

2.2 First Thursday shall provide the Customer with:

(a) implementation of its sales intelligence platform, as specified in the Order Form, commencing on or about the Effective Date ("Implementation Services"); and

(b) online access to its sales intelligence platform during the relevant Service Period (the "Platform Services"),

together the "Services", in each case exercising reasonable care and skill and in accordance with this Contract.

2.3 The "Service Period" shall commence on the Service Commencement Date and shall continue until the expiry of the Initial Term specified in the Order Form. First Thursday shall target Platform Services commencement by the Service Commencement Date, using its reasonable endeavours. The Service Period shall automatically be extended by further Extension Periods upon expiry of the Initial Term and each subsequent Extension Period, unless a party gives at least one (1) months' prior written notice to the other to avoid such extension under this clause 2.3.

2.4 First Thursday shall provide the Services to the Customer for the sole benefit of the Customer and such Permitted Recipients as are set out in the Order Form.

3. Charges and payment

3.1 The Customer shall pay the Charges to First Thursday in accordance with this clause 3. The "Charges" shall comprise:

(a) "Initiation Fees" which relate to the Implementation Services and are as specified in the relevant Order Form;

(b) "Platform Fees", which relate to provision of the Platform Services and are as specified in the relevant Order Form.

3.2 First Thursday may invoice any Initiation Fees on or about the Effective Date. Platform Fees shall be charged annually in advance commencing on or about the Service Commencement Date. Invoiced sums fall due upon receipt of invoice.

3.3 If any usage restriction set out in the Order Form is exceeded (such as a limit on the number of Users), First Thursday may invoice the Customer for additional Charges to cover such excess usage, from the start of the month in which the relevant restriction was exceeded until the end of the month in which the usage is returned within the contracted restriction.

3.4 With effect from the first day of any Extension Period, First Thursday may increase the Platform Fees by giving the Customer not less than forty-five (45) days' advance written notice.

3.5 The Customer shall pay First Thursday all sums due promptly following receipt of invoice, and in any event within the Payment Term specified in the relevant Order Form. If the Customer fails to pay within the Payment Term, First Thursday may notify the Customer (a "Delinquency Notice"). Subject to clause 3.8, if the Customer fails to pay within ten (10) Business Days of the date of the Delinquency Notice, the Customer shall pay interest on the outstanding amount. Interest shall accrue at a daily rate from the due date until the date of actual payment in full (whether before or after judgment) at the rate of 4% per annum over the Bank of England Base Rate calculated daily and compounded monthly. The Customer shall pay any interest so charged immediately on demand.

3.6 All Charges shall be expressed exclusive of Tax. The Customer shall pay all applicable Tax in addition to the Charges, provided that First Thursday has delivered correct invoices in respect of such Taxes.

3.7 If the Customer requires a purchase order number or other identifier to be included on any invoice it shall be specified in the relevant Order Form (or provided promptly upon signature if required but not specified). The Customer shall provide such purchase order number or other identifier in advance of each date First Thursday becomes entitled to raise an invoice. The Customer agrees that if the Customer fails to provide such purchase orders in order for First Thursday to comply with this clause 3.7, then provided First Thursday has notified Customer of such failure before invoicing, and notwithstanding that First Thursday shall have to issue invoices without a purchase order number or other identifier, the invoice shall be deemed to have been sent in accordance with this clause 3.7 and the payment terms for such invoice shall be preserved as if the invoice was sent in accordance with such requirements.

3.8 If the Customer disputes the whole or part of an invoice, the Customer shall notify First Thursday in writing by email to the First Thursday representative specified on the Order Form (or by such other means as First Thursday may advise from time to time), within seven (7) days of receipt of invoice. The notice must state that the invoice is disputed and be accompanied by details of the invoice that is being disputed and the reasons for the dispute. If the disputed amount is less than five per cent (5%) of an invoice, the Customer shall pay the invoice in full. If the disputed amount is five per cent (5%) or more of an invoice, the Customer shall pay the undisputed amount. First Thursday and the Customer shall each use reasonable endeavours to resolve the dispute as soon as reasonably practicable.

3.9 The Customer shall pay all sums under this Contract in full without any set-off, counterclaim, or deduction. If the Customer is required by law to deduct or withhold an amount from any sum payable to First Thursday under the Contract (whether as a result of tax or otherwise), the Customer shall pay a sum that ensures that First Thursday receives and retains a net sum equal to the amount it would have received if no such deduction or withholding had been made or been required to be made.

4. Customer obligations

4.1 The Customer shall perform its obligations and comply with any other reasonable requests notified to it in connection with its use or receipt of the Services in a timely manner. In particular, the Customer shall, and shall ensure that the Users (and the Permitted Recipients) shall:

(a) use the Services in a professional and responsible way, and shall comply with all Applicable Laws relating to its use or receipt of the Services;

(b) ensure that all registration information submitted to First Thursday is complete and accurate, and maintain the accuracy of such information by updating it as necessary;

(c) use the Platform Services only in the manner authorised under clause 5.4 and in accordance with any specific restrictions and authorisations set out in the relevant Order Form, and not access the Services via any automated or non-human means;

(d) not permit any person other than a User any access to the Platform Services, shall take reasonable precautions to prevent such access via its systems, and shall notify First Thursday of any actual or suspected unauthorised access;

(e) use the Platform Services reasonably and in accordance with any restrictions set out in the Order Form. Use of Platform Services may be monitored by First Thursday, and may be restricted if excessive use is detected;

(f) not:

(i) introduce any Viruses, or include any Viruses in the Customer Materials;

(ii) upload or provide any materials which are obscene, offensive, harmful, or otherwise objectionable;

(iii) alter, disable, interfere with, or circumvent any aspect of the Platform Services or the equipment used to provide the Platform Services, including any of the security features, or do anything designed to affect their integrity or access to them;

(iv) test or reverse-engineer the Platform Services in order to find limitations or vulnerabilities or for any other reason;

(v) reproduce, modify, decompile, reverse engineer, or prepare derivative works of the Platform Services or any materials provided by First Thursday, or otherwise infringe any intellectual property rights in the foregoing;

(vi) infringe any person's privacy rights, intellectual property rights, or other rights in the course of using the Platform Services, or use the Platform Services in a way that could cause a nuisance (such as the distribution of spam); or

(vii) remove or modify any trade mark or copyright notices (or other protective wording or disclaimers) from the Platform Service or other materials provided by First Thursday; and

(g) promptly provide (with reasonable care and skill) such assistance, information, and cooperation as First Thursday may reasonably request from time to time for it to perform its obligations and ensure that all such information provided to First Thursday is accurate, adequate, and complete.

4.2 In relation to its use of the Platform Services, the Customer shall authorise and de-authorise Users in the manner agreed with First Thursday, ensuring that all Users are under the Customer’s control or direction, and are properly trained in the use of the Platform Services. First Thursday is entitled to rely on the permissions granted to Users in connection with the Customer's use of the Platform Services.

4.3 The Customer may also use the Platform Services for the benefit of the Permitted Recipients provided that the Customer ensures that the Permitted Recipients comply with the terms of this Contract (and in particular this clause 4). The Customer shall be responsible for the acts and omissions of the Permitted Recipients in connection with the Services.

5. Usage rights, and Intellectual property

5.1 The Customer acknowledges that the Services and any materials provided by First Thursday have been developed and are provided through the expenditure of substantial resources, constitute the valuable proprietary information of First Thursday, and are protected by Intellectual Property Rights of First Thursday and its licensors. The Customer further acknowledges that damages may not be an adequate remedy in connection with an infringement of First Thursday's Intellectual Property Rights or misuse of its materials.

5.2 Except as stated in this Contract, the Customer shall not acquire any right, title, or interest in or to the Intellectual Property Rights of First Thursday or its licensors. This includes the Intellectual Property Rights subsisting in the Services, or in any materials used or supplied by First Thursday, whether pre-existing or created or coming into existence during the performance of the Contract, but excludes any Intellectual Property Rights subsisting in the Customer Materials. Any new Intellectual Property Rights created by or on behalf of First Thursday in the course of or in connection with the Contract, and in any comments, suggestions, or other feedback about the Services, excluding those subsisting in Customer Materials shall vest absolutely in First Thursday.

5.3 Except as stated in this Contract, First Thursday shall not acquire any right, title or interest in or to the Intellectual Property Rights subsisting in the Customer Materials.

5.4 Subject to the Customer paying the Charges and to the restrictions at clause 5.5, First Thursday grants to the Customer a revocable, non-exclusive, non-transferable, non-sub-licensable licence during the Service Period to permit the Users to access and use the Platform Services solely within Customer’s own IT environment (including third-party hosted platforms, provided that such third parties do not access the Platform Services) and only for the purposes of, and in accordance with, this Contract.

5.5 The Customer shall not use the Platform Services to create any product or to provide a service to third parties.

5.6 The parties acknowledge that First Thursday may use Third-Party Software to deliver the Services without any requirement for the Customer to have a licence to use such Third-Party Software. If First Thursday supplies any Third-Party Software requiring the Customer to have a licence, the Customer shall only have the right to use such Third-Party Software in accordance with the licence terms on which the Third-Party Software is supplied.

5.7 The Customer grants First Thursday a non-exclusive, non-transferable, worldwide licence (including the right to sub-license to its Affiliates and contractors) to use the Customer Materials for the purposes of this Contract.

5.8 The term of any licence granted pursuant to this clause 5 shall end at the end of the Service Period.

6. Liability

6.1 Nothing in the Contract shall have the effect of limiting or excluding either party’s liability for wilful misconduct, gross negligence, fraud or fraudulent misrepresentation, death or personal injury caused by negligence, liability under clause 7, or any matter for which it would be unlawful for a party to limit or exclude its liability.

6.2 Subject to clause 6.1, and other than liability capped under clause Error! Reference source not found., First Thursday's total aggregate liability for all losses, damages, costs, and expenses suffered or incurred by the Customer (and the Permitted Recipients) in a Contract Year in connection with the Services or this Contract (whether arising under contract, tort including negligence, statute, or otherwise) shall not exceed the Charges paid, payable, or which would fall due to First Thursday under this Contract in that Contract Year.

6.3 Subject to clause 6.1, First Thursday's total aggregate liability for all losses, damages, costs, and expenses suffered or incurred by the Customer (and the Permitted Recipients) in relation to a breach of the Data Processing Agreement shall not exceed an amount equal to three times the Charges paid in the Contract Year in which the first such breach first occurred.

6.4 Subject to clause 6.1, in no circumstances whatsoever shall First Thursday be liable to the Customer (or the Permitted Recipients), whether arising under contract, tort (including negligence), statute or otherwise, and whether such loss is direct or indirect, for any loss of sales, turnover, revenue, profits or opportunity; loss of or interruption to business; loss of data (other than liability capped under clause Error! Reference source not found.); loss of or damage to reputation or goodwill; loss of anticipated savings; or wasted management or administrative time.

6.5 Subject to clause 6.1, in no circumstances whatsoever shall either party be liable (whether arising under contract, tort including negligence, statute or otherwise) for any indirect or consequential loss or damage, or any special or exemplary loss or damage.

6.6 First Thursday does not guarantee that the Services will be uninterrupted or error-free. The Services (and all parts of them) are provided 'as is' and 'as available'.

6.7 No action arising out of or in connection with this Contract or the Services may be brought by either party more than one (1) year after the cause of action first arose.

7. Indemnification

IPR Infringement

7.1 If the Customer receives a claim of infringement of Intellectual Property Rights from a third party concerning the Platform Services (excluding any Third-Party Software) (a "First Thursday Infringement Claim") it shall notify First Thursday promptly in writing and First Thursday shall defend the Customer against such Infringement Claim. First Thursday shall indemnify the Customer from and against all damages awarded under any final judgment of a court of competent jurisdiction or agreed by First Thursday in final settlement of such Infringement Claim.

7.2 If First Thursday receives an Infringement Claim concerning the Customer Materials (a "Customer Infringement Claim") it shall notify the Customer promptly in writing and the Customer shall defend First Thursday against such Infringement Claim. The Customer shall indemnify First Thursday from and against all damages awarded under any final judgment of a court of competent jurisdiction or agreed by the Customer in final settlement of the Infringement Claim.

7.3 On receipt of notice of an Infringement Claim, the indemnified party shall immediately cease to use the infringing (or allegedly infringing) article. If this results in the Customer being required to cease using the Platform Services, then the Platform Fee shall be suspended until such time as the Platform Services are reinstated.

7.4 Clause 7.3, and the indemnities under clauses 7.1 and 7.2, shall not apply to the extent the Infringement Claim arose as a result of: (i) the Customer's use of the Services otherwise than as permitted under this Agreement; (ii) the combination of the Services or Customer Material (as applicable) with other materials not provided by the indemnifying party; or (ii) any modification to the Services or Customer Materials (as applicable) made other than by the indemnifying party.

Other indemnities

7.5 The Customer shall be entirely responsible for its use of the Services and that of the Users, and (with the exception of Infringement Claims indemnified under Clause 7.1) shall defend First Thursday against any third-party claim arising in connection with the Customer's or Users' use of the Services, and indemnify First Thursday against any and all loss, damage, or expense suffered or incurred by First Thursday as a consequence of the Customer's or Users' use of the Services.

Conduct and general exclusions

7.6 The indemnified party shall permit the indemnifying party (in its own name and at its own cost) to undertake the sole conduct of any proceedings relating to an indemnified claim, subject to any requirement for leave to be granted by the court or tribunal in which the indemnified claim may be conducted.

7.7 The indemnities in clause 7 shall apply provided that the indemnified party: (i) makes no statement prejudicial to the defence of the indemnified claim; (ii) provides all reasonable assistance in connection with the indemnified claim at the indemnifying party's cost.

7.8 The indemnities in clause 7.1 or 7.2 (as applicable) shall be the indemnified party's sole and exclusive remedy with respect to any Infringement Claim.

7.9 No indemnity given in this Contract shall apply to the extent the losses arose as a consequence of the negligent act or omission or breach of this Contract by the indemnified party or any of its agents, officers, employees or directors or by any of its Affiliates.

8. Conduct of claims, and rights of third parties

8.1 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. Permitted Recipients are not parties to this Contract and shall not be entitled to enforce any of its terms.

8.2 Only the Customer shall be entitled to bring claims against First Thursday under this Contract. Any losses suffered by an Affiliate of the Customer that is a Permitted Recipient shall be deemed to be suffered by the Customer. The Customer indemnifies, and shall upon request defend, First Thursday from and against any and all loss, damage, or expense suffered or incurred by First Thursday in connection with a claim brought by any of Customer's personnel, Affiliates, or its Permitted Recipients in connection with any Services.

8.3 The Customer shall not, and shall ensure the Permitted Recipients shall not, bring any claim against First Thursday's licensors in relation to the Services and indemnifies First Thursday and its licensors against any such claim.

9. Force Majeure and relief from performance

9.1 Neither party shall be in breach of this Contract or otherwise liable to the other party for any failure to perform or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event.

9.2 If a Force Majeure Event occurs, the party affected shall take reasonable steps to mitigate the impact of the Force Majeure Event. If, despite mitigation, First Thursday is entirely unable to provide the Services, the Platform Fees shall be suspended while the Force Majeure Event prevents performance.

9.3 First Thursday shall not be in breach of this Contract or otherwise liable to the Customer for any failure to perform, or delay in performing, its obligations to the extent that such failure or delay is due to any failure to perform by the Customer, or any delay in the Customer performing its obligations. This shall not be considered a Force Majeure Event. On the occurrence of such failure, First Thursday shall be entitled to a reasonable extension of time to perform its obligations, recover any additional expenses that it may incur in performing its obligations, and charge the Customer such other sums to which it is entitled under the Contract (if any).

10. Confidentiality

10.1 Except to the extent set out in this clause 10 or where disclosure is expressly permitted elsewhere in the Contract, each party shall:

(a) treat the other party's Confidential Information as confidential and safeguard it accordingly; and

(b) not disclose the other party's Confidential Information to any other person without the other party’s or the owner's prior written consent.

10.2 Clause 10.1 shall not apply to the extent that:

(a) such disclosure is a requirement of Applicable Law imposed upon the party making the disclosure;

(b) such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner, or is obtained from a third party without obligation of confidentiality;

(c) such information was already in the public domain at the time of disclosure otherwise than by a breach of the Contract;

(d) such information is independently developed without access to the other party’s Confidential Information; or

(e) disclosure is made to a party’s legal counsel, independent auditors, or other professional advisers who are subject to professional duties of confidence.

10.3 First Thursday may disclose the Customer’s Confidential Information to:

(a) any of its Affiliates for the purposes of management and reporting or who have a need to know the Confidential Information in order to assist First Thursday in the performance of the Contract; and

(b) any employees, consultants, directors, officers, contractors, subcontractors, and service providers who have a need to know the Confidential Information for the performance of the Contract, and any bank or third party providing finance to or investment in First Thursday,

and First Thursday will use reasonable efforts to ensure that such third parties are subject to contractual or non-contractual obligations of confidence.

11. Data Protection

11.1 The parties shall comply with the Data Processing Agreement, which is hereby incorporated by reference. In the event of any conflict between these General Terms and the Data Processing Agreement, the latter shall take precedence.

11.2 The Customer as data controller hereby appoints First Thursday to process the personal data that is the subject of this Agreement on the terms of the Data Processing Agreement.

11.3 First Thursday may collect information about the Customer's use of the Services and use that information and other information provided to develop and improve its service offering and the Services provided to the Customer. In doing so, First Thursday will ensure that information is suitably anonymised such that the Customer or any of its employees, representatives or clients cannot readily be identified from any resulting dataset.

12. Information security and compliance

12.1 The Customer will be responsible for:

(a) preventing unauthorised use of the Platform Services using any credentials or other information provided to it, and ensuring that each login is only used by a single User;

(b) maintaining the security of all systems and equipment within its (or its employees’, agents’ or contractors’) control;

(c) maintaining (and ensuring that each of its Users maintains) the integrity and secrecy of all passwords, log-in details, and access codes used for the purposes of accessing or using the Platform Services; and

(d) ensuring that it maintains a list of its Users and terminates access immediately for anyone who is no longer a User.

12.2 The Customer shall notify First Thursday immediately of any illegal, fraudulent, or unauthorised use of the Services of which it becomes aware. First Thursday will be entitled (but not obliged) to suspend the provision of the Services upon receipt of the Customer’s notice. First Thursday will lift its suspension or recommence its provision of the Services within a reasonable timescale after the Customer demonstrates to First Thursday’s reasonable satisfaction that appropriate technical, organisational, security, or other measures have been put in place to prevent any further unauthorised use of the Services. The Customer will remain liable for the payment of the Charges arising out of any such use.

12.3 The Customer understands and accepts the performance by First Thursday of certain Services may carry a risk to the Customer of loss or corruption of data. First Thursday shall have no obligations in respect of data backup or retention. First Thursday shall not be liable to the Customer (whether under contract, tort including negligence, statute or otherwise) for any loss of or damage to data, systems, or programs.

12.4 The Customer acknowledges that First Thursday may (but is not obliged to) hold Customer Materials for such period as First Thursday considers reasonable following termination of the Contract to comply with its policies and legal obligations.

12.5 First Thursday shall have the right to examine, from time to time, the use to which the Customer puts the Services where such examination is reasonably necessary: (i) to protect/safeguard the integrity, operation and functionality of First Thursday’s systems or the systems of any third parties used to provide the Services; (ii) to monitor the performance of the Services including the Customer’s usage; and (iii) to comply with First Thursday's contractual obligations to its third-party suppliers and licensors. The Customer hereby consents to such examination and shall provide First Thursday with reasonable information regarding such matters without undue delay upon request.

13. Changes to Services or the Contract

13.1 First Thursday may at its discretion:

(a) change the technical specification or functionality of a Service;

(b) provide an alternative service or software or make changes to a Service; and

(c) change a Service or these terms (or the other provisions of the Contract) as it may consider appropriate, for example to reflect changes made to the services supplied by third-party agents, sub-contractors, or licensors used by First Thursday to provide the relevant Service or the terms on which they do business with First Thursday,

(each a "Change").

13.2 If First Thursday believes a Change to the Service could have an adverse impact on the Customer, or if the Change is a change to the Contract, then First Thursday shall give at least ten (10) Business Days' prior written notice to the Customer before implementing the Change.

13.3 A Change shall be binding on the Customer unless the Customer objects to it. The Customer shall have the right to object to a Change only if it would materially decrease or impair the performance of the Services or if it would be a material variation to the terms of the Contract detrimental to the Customer (a "Material Change"). If the Customer has not given written notice of its rejection of a Material Change within five (5) Business Days of being notified of it, then the Customer will be deemed to have accepted it. If the Customer objects to a Material Change within the required time period, then the following provisions shall apply:

(a) First Thursday shall have the right to suspend the affected Services without liability to the Customer until agreement can be reached or the Contract terminated (as follows) and accordingly the Platform Fee shall be suspended until such time as the Services are reinstated; and

(b) the parties will negotiate in good faith to agree a variation acceptable to both parties. If the parties cannot agree on the proposed variation within ten (10) Business Days of the Customer receiving the initial details of the variation from First Thursday, either party may terminate the Contract and First Thursday shall have no liability to the Customer for such termination.

13.4 If the Customer is given administrative control in respect of a Service, such as the ability to activate/deactivate or customise different features of the Service, the Customer is responsible for ensuring the Service remains suitable regarding those features and modifies them at its own risk. First Thursday shall not be liable whether in contract, tort (including negligence), breach of statutory duty or otherwise howsoever arising for any errors, faults in the Services as a result of any such changes, and may charge for any time which it spends in relation to any such errors or faults (including time spent investigating and correcting the same) at its standard rates for professional services from time to time.

14. Suspension of a Service

14.1 First Thursday may suspend access to the Services, either in whole or in part:

(a) if any circumstances occur which would give First Thursday a right to terminate the Contract (provided that First Thursday is not obliged to suspend before exercising its right to terminate);

(b) in an emergency, and/or to safeguard the integrity and security of its network or systems, and/or to maintain, repair, or enhance the performance of its network or systems;

(c) for any breach or suspected breach of clause 4;

(d) where the Customer fails to pay any undisputed sums within the Payment Term; or

(e) where it is expressed to have the right to do so elsewhere in this Contract.

14.2 First Thursday will give the Customer at least two (2) days' prior notice of any suspension where First Thursday considers it reasonably practicable and appropriate to do so in the circumstances.

14.3 First Thursday shall not be liable to the Customer for any loss or damage resulting from any suspension made in accordance with this clause 14.

15. Terminating the Contract

15.1 If a non-zero Cancellation Fee (i.e., other than "zero", "nil" or "not applicable", etc.) is specified in the relevant Order Form, then the Customer may terminate the Contract at any time for convenience by giving at least three (3) months' prior written notice to First Thursday, subject to payment of the Cancellation Fee.

15.2 Either party may terminate this Contract in its entirety immediately or on such other notice as it considers appropriate if the other party is in material breach of the Contract and the breach either cannot be remedied or is not remedied by the other party within thirty (30) days of receiving notice of the breach from the party not in breach.

15.3 First Thursday may terminate the Contract if:

(a) the Customer has failed to pay any undisputed sum due under the Contract within the Payment Term and remains in default not less than ten (10) days after being notified in writing to make such payment; or

(b) First Thursday has suspended the Service in accordance with the Contract and has not been able to reinstate it within ten (10) Business Days following the initial suspension having exercised reasonable efforts to do so where appropriate.

16. Effect of Termination

16.1 Termination or expiry shall not affect any accrued rights or liabilities of either party nor shall it affect any other provision of the Contract which is expressly or by implication intended to come into or continue in force on or after termination or expiry of the Contract.

16.2 Following notice of termination of the Contract by either party (except where First Thursday has terminated in any of the circumstances set out in clause 15.2 or 15.315.3 or (b)), First Thursday shall, subject to the payment of any applicable Charges, continue to provide the remaining Services until the actual date of termination.

16.3 The Customer shall cease all access to and use of the Platform Services immediately upon termination. The Customer acknowledges that it is solely responsible for downloading any data required from the platform prior to termination, and First Thursday is under no obligation to retain such data following termination. Should Customer require any assistance to retrieve its data, this may be provided by First Thursday for a fee at its then current standard professional services rates subject to agreement between the parties.

17. Governance and notices

17.1 Each party shall nominate an appropriate individual who will act as its primary day-to-day representative and to whom all communications in connection with the Contract and Services may be addressed, whose name and contact details are set out in the relevant Order Form. Either party may change its representative by giving fourteen (14) days’ prior written notice to the other.

17.2 Notices given shall be in writing, in the English language, and sent by email to a representative of the relevant party as specified in the relevant Order Form. They shall be deemed given by the sender and received by the addressee on the same Business Day as received according to the recipient's email system (if received within normal business hours), or otherwise on the next Business Day.

18. Transferring the Contract, and subcontracting

18.1 Neither party may assign, transfer, mortgage, charge, or otherwise dispose of the benefit of this Contract (or any part of it) without the prior written agreement of the other.

18.2 First Thursday may delegate the performance of any of its obligations under this Contract without the consent of the Customer. If it delegates the performance of its obligations, First Thursday shall remain liable for their proper performance. If it delegates any material parts of its obligations, First Thursday shall inform the Customer of the scope of such delegation.

19. Resolving disputes

Negotiation and mediation

19.1 If any dispute arises out of or in connection with the Contract, directors or other senior representatives of the parties with authority to settle the dispute shall, within ten (10) Business Days after receipt of a written request from one party by the other party, meet (virtually) in a good faith effort to resolve the dispute.

19.2 If the parties are unable to resolve the dispute within one (1) month of the request made under clause 19.1, either party may refer the matter for mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution. To initiate the mediation a party must give notice in writing to the other party to the dispute requesting a mediation, with a copy of the request to the Centre for Effective Dispute Resolution. The mediation will start not later than one (1) month after the date of the mediation notice, or such other period as the parties may agree in writing.

19.3 If the dispute is not settled by mediation within two (2) months of commencement of the mediation or within such further period as the parties may agree in writing, either party may commence legal proceedings.

General

19.4 Nothing in this clause 19 shall limit the right of any party to seek injunctive or other interim relief in any jurisdiction at any time.

19.5 This Contract and any non-contractual obligations arising in connection with it shall be governed by and construed in accordance with the laws of England. The parties shall submit to the exclusive jurisdiction of the Courts of England.

20. Entire agreement

20.1 The Contract constitutes the entire agreement and understanding between the parties relating to its subject matter and supersedes and extinguishes any other agreement or understanding (written or oral) between the parties relating to the same subject matter.

20.2 All terms, representations, and obligations implied by statute, common law, trade usage, course of dealing or otherwise are excluded to the fullest extent permitted by law. This includes implied terms of merchantability or fitness for a particular purpose, or that anything supplied by First Thursday under the Contract will meet the Customer's requirements or work in combination with any third-party software, hardware, or services. First Thursday makes no representations, whether express or implied, and excludes any liability for any representations to the fullest extent permitted by law.

20.3 Neither party shall rely on, nor shall have any remedy in respect of, any promise, assurance, agreement, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person, except as expressly set out in the Contract and in respect of which its sole remedy shall be for breach of contract. Any such promise, assurance, agreement, statement, warranty, undertaking or representation, including any advertising or description contained in any catalogue or brochure, is hereby excluded and withdrawn.

20.4 Nothing in this clause shall exclude the liability of either party for fraud or fraudulent misrepresentation.

21. Variations to this Contract

21.1 Save as expressly permitted by this Contract, no variation of this Contract shall be effective unless it is in writing, it is signed by or on behalf of each of the parties to that Contract and it references the relevant provisions of the Contract that have been varied.

21.2 First Thursday and the Customer may vary (or terminate) this Contract in accordance with its terms without the consent of any third party.

22. Waivers and unenforceable provisions

22.1 The rights and remedies of the parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence by any other party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect any other rights or remedies of the parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

22.2 If any provision or part of this Contract is illegal, unlawful, void or unenforceable due to any law, it shall be deemed to be deleted and the remaining provisions of the Contract shall continue in full force and effect.

23. Signature of this Contract

23.1 Order Forms (and therefore this Contract) may be executed in any number of counterparts and by the different parties on separate counterparts. This has the same effect as if the signatures on the counterparts were on a single copy. A "signature" may include a handwritten "wet ink" signature, a digital signature, or any other electronic act indicating consent or acceptance including a typed-name, clicking a website button, or incorporating a scanned manuscript signature into a document or email.

24. Definitions and interpretation

24.1 In this Contract, unless the context otherwise requires, these terms will be given the following meanings:

"Affiliate" means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with, that body corporate from time to time;

"Applicable Law" means any law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directives or requirements of any regulatory body, delegated or subordinate legislation or notice of any regulatory body, applicable to the relevant party;

"Business Day" means a day not being a Saturday, Sunday, bank or public holiday on which trading banks are generally open for business in the City of London;

"Change" has the meaning given in clause 13.1;

"Charges" has the meaning given in clause 3.1;

"Order Form" means an order form signed by the Customer and First Thursday that is described as an order form under these terms;

"Confidential Information" means this Contract and all materials, data and other documents which are disclosed by one party to the other in fulfilling the provisions and intent of the Contract or which are otherwise provided to the other in the contemplation of or the performance of the Contract;

"Contract" has the meaning given in clause 1.1;

"Contract Year" means each successive twelve (12) month period commencing on the Effective Date and on each anniversary thereof;

"Control" means where a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly;

"Customer" means the person identified as such in the relevant Order Form;

"Customer Materials" means all data, information, documents, and materials uploaded by the Customer to the Platform Service;

"Data Processing Agreement" means the terms set out at dpa.first-thursday.com;

"Effective Date" means the date specified as such in the Order Form;

"Extension Period" means a period of twelve (12) months commencing immediately upon expiry of the Initial Term or the then-current Extension Period (so as to preserve the anniversary of the Service Commencement Date);

"Force Majeure Event" means an event, circumstance, or act of a third party, to the extent it is beyond the reasonable control of the relevant party and which prevents or impairs performance of an obligation of that party under this Contract;

"Infringement Claim" means First Thursday Infringement Claim or Customer Infringement Claim that is indemnified under clause 7.1 or 7.2 (as applicable);

"Initial Term" means the period of time specified as such in the Order Form;

"Initiation Fees" has the meaning given in clause 3.1.

"Intellectual Property Rights" means patents and applications for patents; trade marks, service marks, and domain names, and applications for the same; unregistered trade marks and rights in trade names and business names; copyright (including copyright in computer software and databases); know how; database rights; rights in designs and rights in inventions; and any rights of the same or similar effect or nature as any of the foregoing;

"Material Change" has the meaning given in clause 13.3;

"First Thursday" means First Thursday Limited, a company registered in England with company number 12734510, whose registered office is located at 3rd Floor, 86-98 Paul Street, London, England, EC2A 4NE;

"Open Source Software" means software licensed on terms approved by the 'Open Source Initiative' as being compliant with the 'Open Source Definition';

"Payment Term" means the period of time within which invoices are payable as measured from the date of receipt by the Customer, as specified in the relevant Order Form;

"Permitted Recipient" means a person entitled to receive the benefit of the Services in accordance with clause 2.4;

"Platform Fees" has the meaning given in clause 3.1;

"Services" has the meaning given in clause 2.2;

"Service Commencement Date" means the date upon which the Implementation Services have been completed and the platform is made available to the Customer for production use;

"Service Period" has the meaning given in clause 2.3;

"Tax" means any present or future tax, levy, deduction, charge, or duty, including value added tax as provided for in the Value Added Tax Act 1994 or any other similar tax that is imposed in any jurisdiction including any goods and services tax;

"Term" has the meaning given in clause 2.1;

"Third-Party Software" means software or other code which is proprietary to a third party (including any Open Source Software);

"User" means an employee (or individual contractor) of the Customer or a Permitted Recipient authorised by the Customer to access or use the Service on behalf of the Customer or Permitted Recipient; and

"Virus" means virus, logic bomb, worm, trojan horse and any other type of disruptive, destructive, deceptive, or nuisance program or malicious code and any code that is operates to disable or interfere with any software or information technology systems.

24.2 In this Contract, unless the context otherwise requires:

(a) words in the singular shall include the plural and words in the plural shall include the singular;

(b) words denoting any gender include all genders;

(c) the headings are for convenience only and shall not affect the construction of the Contract;

(d) references to each party herein include references to its successors in title and permitted assigns. If a party comprises more than one person, the Contract will apply to them jointly and severally;

(e) references to "includes" or "including" shall be read as being immediately followed by the words "without limitation"; and

(f) any capitalised terms (or terms beginning with a capital letter) that are used but are not defined in the Contract shall be given their generally accepted meaning in the information technology industry or, where there is no such generally accepted meaning, their ordinary meaning within the context of the Contract.