inforcer Terms & Conditions

Overview

(A)    The Supplier has developed certain software tools which it makes available to subscription clients via the internet.
(B)    The Client wishes to use the Supplier's service in its business operations.
(C)    The Supplier has agreed to provide, and the Client has agreed to take and pay for the Supplier's service subject to the terms and conditions of this Agreement.

1.    Interpretation
   1.1    The definitions and rules of interpretation in this clause apply in this Agreement.

   AI Legislation: any applicable law or regulation governing the development, placing on the market, putting into service, or use of artificial intelligence systems or models, including (i) Regulation (EU) 2024/1689 of the European Parliament and of the Council on artificial intelligence (the “EU AI Act”) and any delegated or implementing acts, guidelines or codes of practice issued thereunder; and (ii) any equivalent or analogous legislation enacted in the United Kingdom or any other jurisdiction in which the Client or its End Users access or use the Services, in each case as amended or replaced from time to time.
   Agreement: means these T&Cs together with the terms of any applicable Order Form entered into by the Client with the Supplier.
    Beta Features: features, modules or Services (or components thereof) that the Supplier makes available to the Client on a beta, pilot, early-access, evaluation or preview basis, whether or not designated as such, and including any Service offered without charge or at a promotional rate during a Ramp Period. 
   Billable End User: means, where specified in the applicable Order Form, an active Microsoft 365 user within a specific Tenant for which per-End-User pricing applies. A Billable End User shall be counted upon first access to the Services or upon appearing as an active Microsoft 365 identity within that Tenant, as further described in the Order Form.
   Billing Metric: means the applicable unit of measurement used to calculate the Fees for a Service SKU, as specified in the applicable Order Form, including without limitation:
(a) per Tenant;
(b) per Billable End User; or
(c) any combination of the foregoing.     
   Business Day: a day other than a Saturday, Sunday or public holiday in: (i) England when banks in London are open for business, for Clients located in Europe, (ii) the United States when banks in Florida are open for business, for Clients located in North America, and (iii) Australia when banks in Melbourne are open for business, for Clients located in Australia and New Zealand.
    Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
    Confidential Information: all information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5 or clause 11.6.
    Client:  means the company or other legal entity who enters into an Order Form for the Services in accordance with the terms of these T&Cs.
    Client Data: the data inputted by the Client, or the Supplier on the Client's behalf for the purpose of using the Services or facilitating the Client's use of the Services. 
   Data Protection Legislation: 
(i) To the extent the UK data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (“DPA 2018”) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
(ii) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Supplier is subject, which relates to the protection of personal data.
(iii) To the extent New Zealand data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in New Zealand, including the Privacy Act of 2020.
(iv) To the extent Australian data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in Australia, including the Privacy Act 1988, as amended.
(v) To the extent California data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in the State of California, including the California Consumer Privacy Act of 2018 (“CCPA”), as amended by the California Privacy Rights Act of 2020 (“CPRA”).
(vi) To the extent Canadian data protection legislation applies, all applicable data protection and privacy legislation in force from time to time in Canada, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and any substantially similar provincial legislation.
    Documentation: the document(s) made available to the Client by the Supplier online via https://www.inforcer.com/ or such other web address notified by the Supplier to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
    Effective Date: the date set out in on the Order Form.
    End User: means either the Client, the Client’s customers or any third party to which the Client provides its Managed Services. 
    EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
   Fees: means the Subscription Fees, the Support Services fees and other applicable fees payable for the Services pursuant to the terms of the Agreement or as set out in the Order Form, and as may be varied from time to time pursuant to the terms of this Agreement.
     Hosting Region: the Microsoft Azure region in which the Supplier will primarily host and process the Client Personal Data, based on the Client’s billing location set out in the Order Form. 
    Initial Subscription Term: the period of twelve (12) months (or such other period as specified in the Order Form) commencing on the date on which the full subscription pricing (as specified in the Order Form) first becomes payable by the Client. Any Ramp Period(s) (including free, discounted, or promotional pricing) set out in the Order Form shall precede, but not form part of, the Initial Subscription Term.
    Insolvency Event: means any of the following: 
    a) either party suspends, or threatens to suspend, payments of its debts, or is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986; or
    b) an order is made or a resolution is passed for winding up of either party, save for the purpose of a solvent reconstruction or amalgamation with the resulting entity assuming all the obligations of the entity that has been wound up; or
    c) either party goes into liquidation (voluntary or otherwise) other than a genuine solvent reconstruction or amalgamation; or
    d) either party suspends, or threatens to suspend, or ceases or threatens to cease, to carry on all or a substantial part of its business; or
    e) if any event analogous to events described under (a) – (d) above shall occur in any other jurisdiction to which either party is subject;
   Intellectual Property Rights: means any patent, copyright, trade name, trademark, trade secret, know-how, or any other intellectual property right or proprietary right whether registered or unregistered, and whether now known or hereafter recognized in any jurisdiction.
   Managed Services: means the managed services provided by the Client to its End Users which incorporate the Services as part of a broader service offering, including without limitation support, administration, configuration, monitoring, or value-added services.
   Microsoft Graph: the Microsoft Graph application programming interface and related Microsoft 365 application programming interfaces, services and endpoints made available by Microsoft from time to time.
    Microsoft Security Policies: means the policies used to manage the security of the Microsoft Tenant, including conditional access policies, Microsoft Graph consents or any other Microsoft 365 security configuration. 
    Microsoft Tenant or Tenant: means the Microsoft account held by the Client or a Microsoft account that the Client has authorisation to use and manage on behalf of an End User.
    Normal Business Hours: : (i) 9.00 am to 5.30 pm local UK time, each Business Day., for Clients located in Europe; (ii) 9.00 am to 5.30 pm Melbourne, Australian time, each Business Day, for Clients located in Australia and New Zealand and (iii) 9.00 am to 5.30 pm Eastern Standard Time, each Business Day, for Clients located in North America; as applicable.
    Order Form: the order form setting out, among other things, the particulars of the Service SKU(s), the number of User Subscriptions, the Initial Subscription Term and Fees.  In the event of any conflict, the Order Form prevails.
    Premium Tenant Licence: a subscription SKU as further described in the Order Form.
   Ramp Period: any period specified in the Order Form prior to commencement of the Initial Subscription Term during which the Client is entitled to free, discounted or promotional pricing for the User Subscriptions. 
   Renewal Period: the period described in clause 14.1.
   Reports: the assessments, analyses, recommendations and other written or electronic outputs that the Supplier makes available to the Client through the Services from time to time, including Copilot Readiness reports and Tenant Assessment reports.
    Retail Prices Index: the Retail Prices Index (all items, excluding mortgages), or replacement index, as published by the Office for National Statistics from time to time, or failing such publication, such other index as the Parties may agree (such agreement not to be unreasonably withheld or delayed), acting reasonably, most closely resembles such index.
    Service SKU: means a subscription product offered by the Supplier, including without limitation the Premium Tenant Licence, Standard Tenant Licence and Tenant Assessment License. Different Service SKUs may be subject to different Billing Metrics, usage limits and feature set as specified in the applicable Order Form. 
    Services: the applicable User Subscriptions and Support Services (if applicable) provided by the Supplier to the Client under this Agreement as more fully set out in the Order Form.
    Software: the online software applications provided by the Supplier as part of the Services. 
    Standard Tenant Licence: a subscription SKU as further described in the Order Form.
    Statistical Data: aggregated, redacted, de-identified and/or anonymised data and information derived from the use of the Services, including from System Data and Client Data, that does not identify the Client, any End User, or any other natural person.    
   Subscription Fees: the applicable subscription fees payable by the Client to the Supplier for the User Subscriptions, as set out in Order Form, and the fees payable in respect of the additional User Subscriptions utilised pursuant to clause 3.
    Subscription Term: has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).
    Support Services: means (i) the technical support that the Supplier provides to ensure the Services operate in material conformance with the applicable user guide or other Documentation, and (ii) the provision of updates thereto, if and when available, all of which are provided under support policies (as may be amended by the Supplier from time to time) in effect at the time the Support Services are performed. For the avoidance of doubt, updates include bug fixes, patches, error corrections, minor and major releases, non-new platform changes, workarounds, modifications or revisions that enhance existing performance. Updates exclude new products, modules or functionality for which a separate fee is payable.
     System Data: data and information compiled, generated or observed by the Supplier in connection with the operation of, or any party’s use of, the Services, including security telemetry, detection signals, potential or actual security incidents, malware and other threat data, indicators of compromise, attacker techniques, tactics and procedures, diagnostic and usage data, performance metrics, contextual data and metadata relating to attacked sectors, geographies and Tenant configurations. System Data shall exclude Personal Data and shall exclude Client Confidential Information not otherwise lawfully derivable from aggregated or anonymised observation. 
    Tenant Assessment Licence: a subscription SKU as further described in the Order Form.
    UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.
    User Subscriptions: the subscriptions purchased by the Client for the applicable Service SKU(s), measured in accordance with the applicable Billing Metric set out in the Order Form, including by Tenant, Billable End User or otherwise as specified in the Order Form.
    Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
    Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly. 

1.2    Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3    A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4    A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5    Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6    Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
1.7    A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement.
1.8    A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.9    A reference to writing or written includes e-mail.
1.10    References to clauses are to the clauses of this Agreement.

2.1    Subject to the Client paying for the User Subscriptions in accordance with clause 3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this Agreement, the Supplier hereby grants to the Client a non-exclusive, non-transferable right to use the Services and the Documentation for the specific Service SKU(s) purchased and only for the duration and scope set out in the Order Form. The Client may sublicense the Services to its End Users solely for the purpose of receiving the Client’s Managed Services. The Client may use the Services to provide Managed Services to its End Users in accordance with this Agreement. For the avoidance of doubt, the Client shall not sublicense, resell or distribute the Services to any third party except as expressly permitted under this Agreement without the Supplier’s prior written consent, and may be subject to additional charges. 

2.2    In relation to the User Subscriptions, the Client undertakes that:
(a)    the Client’s use of the Services shall not exceed the quantities, Billing Metrics or usage thresholds set out in the applicable Order Form or otherwise agreed in writing between the parties ;
(b)    the User Subscriptions will be managed by the Client, and the Client will at all times be responsible for the access to the Services and will not share or permit any passwords to be shared; and
(c)   the Client has secured, or will secure, permission from each End User for the provision of the Services for the benefit of the End User, including the End Users consent to the placement of any resulting application or Software on each End User’s Microsoft account for the provision of the Services.

2.3    The Client shall not access, store, distribute, introduce or permit the introduction of, any Virus or Vulnerability into the Supplier's network and information systems or transmit any Viruses, or any material during the course of its use of the Services that:
(a)    is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)    facilitates illegal activity;
(c)    depicts sexually explicit images;
(d)    promotes unlawful violence;
(e)    is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f)    is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Client, to disable, without notice, the Client's access to any material that breaches the provisions of this clause.

2.4    The Client shall not:
(a)    except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i)    attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii)    attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b)    access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation, or to conduct any benchmarking, performance testing, or comparative evaluation of the Services for the purpose of publication or competitive analysis without the Supplier's prior written consent; or
(c)    use the Services and/or Documentation to provide services to third parties, other than as permitted by these terms; or
(d)    license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, other than as permitted by these terms, or
(e)    attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) conduct or attempt to conduct any penetration testing, vulnerability scan, simulated attack or other security testing of the Services without the prior written consent of the Supplier; or
(g) bypass, circumvent or attempt to bypass or circumvent any security measure, access control, rate limit or other technical restriction implemented by the Supplier in connection with the Services; or
(h) use the Services for any malicious, fraudulent or unlawful purpose, or to interfere with the use of the Services by any other person. 

2.5    The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.6    The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client, unless otherwise agreed in writing with the Supplier.
2.7    The Services, features and functional scope available to the Client depend on the Service SKU(s) purchased. The Supplier shall have no obligation to provide features or modules associated with a different Service SKU unless separately purchased.
2.8    The Tenant Assessment License access is an assessment-only tool and excludes configuration, remediation, policy deployment or other management actions. The Supplier may implement reasonable technical controls to enforce this distinction.

3.  Additional User Subscriptions and Audits
3.1  The Client may request to add additional User Subscriptions at any time by providing written notice to the Supplier or, where made available by the Supplier, by adding such additional User Subscriptions through the platform’s self-service functionality. Any additional User Subscriptions shall be subject to the terms of this Agreement. Use of the Supplier's platform’s self-service functionality by the Client constitutes written acknowledgment of the resulting change to User Subscriptions and any associated Fees.
3.2   (a) The Client may request to purchase additional Service SKUs, including upgrades from a Standard Tenant Licence to a Premium Tenant Licence. Any such change shall take effect upon written acceptance by the Supplier and Fees shall be adjusted on a pro-rata basis. 
(b) Where the Client adds additional User Subscriptions using the platform’s self-service functionality, the increase shall take effect immediately and the applicable Subscription Fees shall be calculated on a pro-rata basis for the remainder of the then-current month. Such pro-rated Fees shall be added to the Client’s next monthly bill.
3.3   If the Client utilises the Services in excess of the quantities, Billing Metrics or usage thresholds set out in the applicable Order Form or otherwise agreed in writing with the Supplier, the Client shall pay the applicable Fees in accordance with its actual usage, including where any of the real time checks referred to in clause 3.6 or any other audit conducted by the Supplier reveals that the Client has underpaid Subscription Fees to the Supplier. 
3.4    The Supplier has no responsibilities with regards to preventing the Client from utilisation in excess of the number set out in the Order Form. 
3.5    The Client shall pay to the Supplier the relevant fees for such additional User Subscriptions in accordance with clause 9 unless otherwise set out in the Order Form and, if such additional User Subscriptions are utilised by the Client part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date the Client adds or first utilises the additional User Subscriptions (including via the platform’s self-service function) for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).
3.6     (a) The Supplier may conduct licence, usage and consumption checks during the Subscription Term to verify the Client’s compliance with the applicable Billing Metrics, including the number of Tenants, Billable End Users, Service SKUs or other applicable usage metrics under the Order Form. The Client shall permit the Supplier or the Supplier's designated auditor to audit the Client in order to establish the User Subscription usage, and to audit the Client’s compliance with this Agreement.
(b) Where per-Billable End User pricing applies, the Client shall not take any steps intended to avoid or artificially reduce Billable End User counts, including by disabling, rotating, reassigning or otherwise manipulating user identities in a manner inconsistent with normal operational use. 
3.7    If any of the real time checks referred to in clause 3.6 reveal that any password has been provided to any individual who is not authorised to use the Services, then without prejudice to the Supplier's other rights, the Client shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual.
3.8    The Client agrees and acknowledges that if it utilises additional User Subscriptions in accordance with this clause 3, the Client shall not decrease any such User Subscriptions for the remainder of the Subscription Term.   

4.    Services
4.1    The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Client on and subject to the terms of this Agreement and the Order Form.
4.2    The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)   planned maintenance carried out during the maintenance window of (i) 8:00 pm to midnight local UK time for Clients located in Europe, (ii) 8:00 pm to midnight Melbourne, Australian time for Clients located in Australia and New Zealand and (iii) 8:00 pm to midnight Eastern Standard Time for Clients located in North America; as applicable; and
(b)    unscheduled maintenance performed outside Normal Business Hours, provided that and except in the case of an emergency, the Supplier has used reasonable endeavours to give the Client at least 2 Normal Business Hours' notice in advance.
4.3    The Supplier will, and in consideration of the Fees, provide the Client with the Supplier's standard client Support Services, as agreed by the parties, during Normal Business Hours.  The Supplier may amend its standard client Support Services in its sole and absolute discretion from time to time.
4.4   The Services available to the Client are limited to the functional scope of the applicable Service SKU(s) purchased. The Supplier may modify or update a SKU provided such modification does not materially reduce core functionality during the applicable Subscription Term.

5.    Client Data 
5.1    The Client shall own all right, title and interest in and to all of the Client Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data and shall maintain responsibility for its own back-ups.
5.2    The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Client Data available at www.inforcer.com/privacy or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
5.3    For the purposes of this Clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the Data Protection Legislation.
5.4    Both Parties will comply with all applicable requirements of any applicable Data Protection Legislation. This Clause ‎5 is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under Data Protection Legislation.
5.5    The Parties have determined that, for the purposes of Data Protection Legislation, the Supplier shall process the Personal Data accessed through the provision of the Services, as a processor on behalf of the Client.
5.6    Without prejudice to the generality of Clause 5.4, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to the Supplier for the duration and purposes of this Agreement and/or the Order Form.
5.7    In relation to the Client Personal Data, the applicable Order Form and Schedule 1 of this Agreement sets out the scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of personal data and categories of data subject.
5.8    Without prejudice to the generality of Clause 5.4 the Supplier shall, in relation to Client Personal Data:
(a)    process that Client Personal Data only on the documented instructions of the Client, which shall be to process that Client Personal Data for the purposes set out in the applicable Order Form, unless the Supplier is required by applicable laws to otherwise process that Client Personal Data. Where the Supplier is relying on applicable laws as the basis for processing Client Personal Data, the Supplier shall notify the Client of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Supplier from so notifying the Client on important grounds of public interest. The Supplier shall inform the Client if, in the opinion of the Supplier, the instructions of the Client infringe Data Protection Legislation;
(b)    implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Client Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, which the Client has reviewed and confirms are 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;
(c)    ensure that any personnel engaged and authorised by the Supplier to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d)    assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to the Supplier), and at the Client's cost and written request, in responding to any request from a data subject and in ensuring the Client's compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e)    notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
(f)    at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Agreement unless the Supplier is required by applicable law to continue to process that Client Personal Data. For the purposes of this Clause 5.8(f) Client Personal Data shall be considered deleted where it is put beyond further use by the Supplier; and
(g)    maintain records to demonstrate its compliance with this Clause 5 and allow for reasonable audits by the Client or the Client's designated auditor, for this purpose, on reasonable written notice.
5.9    The Client hereby provides its prior, general authorisation for the Supplier to:
(a)    appoint processors to process the Client Personal Data, provided that the Supplier:
(i)    shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on the Supplier in this Clause 5;
(ii)    shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii)    shall inform the Client of any intended changes concerning the addition or replacement of the processors with at least fifteen (15) days' prior written notice, where reasonably possible, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to the Supplier's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Client shall indemnify the Supplier for any losses, damages, costs (including legal fees) and expenses suffered by the Supplier in accommodating the objection;
(b)  process and host the Client Personal Data primarily in the Hosting Region applicable to the Client, and transfer Client Personal Data outside that Hosting Region only where reasonably required for the purpose of providing the Services (including the use of authorised sub-processors, the provision of Support Services, business continuity, or compliance with applicable law), in each case in accordance with Data Protection Legislation;
(c) where any transfer of Client Personal Data under clause 5.9(b) constitutes a "restricted transfer" or equivalent regulated cross-border transfer under any applicable Data Protection Legislation:
(i) where the EU GDPR applies to the transfer, Module Two (controller-to-processor) of the standard contractual clauses adopted by the European Commission in Implementing Decision (EU) 2021/914 (the "EU SCCs") is hereby incorporated by reference and shall apply, with the Client as data exporter and the Supplier (or its relevant sub-processor) as data importer, the general written authorisation option being selected under Clause 9(a) with the notice period set out in clause 5.9(a)(iii), and Irish law and the courts of Ireland being selected for Clauses 17 and 18;
(ii) where the UK GDPR applies to the transfer, the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner under section 119A of the Data Protection Act 2018 (the "UK IDTA Addendum") is hereby incorporated by reference and shall apply in conjunction with the EU SCCs at clause 5.9(b)(i), with the parties' details, the description of the transfer, and the technical and organisational measures populated by reference to the applicable Order Form and these terms; and
(iii) where any other applicable Data Protection Legislation requires a specific transfer mechanism that is not addressed in clauses 5.9(c)(i) or (ii) (which may include, where in force, the EU-US Data Privacy Framework and the UK Extension thereto, or an equivalent mechanism recognised by the supervisory authorities in Australia, New Zealand, California or Canada), the Supplier may elect to apply such mechanism as it considers appropriate to give effect to the transfer, and the Client shall provide such reasonable assistance and execute such documents as the Supplier reasonably requests to give effect to it.
(d) For the avoidance of doubt, the Supplier's hosting of Client Personal Data in the Hosting Region does not, of itself, constitute a transfer for the purposes of Data Protection Legislation, and the Client's selection (or acceptance of the default) of a Hosting Region constitutes the Client's documented instruction under clause 5.8(a).

5.10    To the extent that the Supplier cannot comply with a change to the Client’s instructions when processing Client Personal Data without incurring material additional costs:
(a)    the Supplier shall: (i) immediately inform the Client, giving full details of the problem; and (ii) cease all processing of the affected data (other than securely storing those data) until revised instructions are received; and
(b)    any changes in the Client’s instructions that affect the pricing structure or commercial relationship between the Parties shall be agreed in writing between the parties.

6.    Third party providers
6.1    The Client acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Client, with any such third party.  Any contract entered into and any transaction completed via any third-party website is between the Client and the relevant third party, and not the Supplier. The Supplier recommends that the Client refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.  The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.    Supplier's obligations
7.1    The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2    The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.  
7.3    The Supplier:
(a)    does not warrant that:
(i)     the Client's use of the Services will be uninterrupted or error-free; 
(ii)    the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; or the Software or the Services will be free from Vulnerabilities.
(b)    is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.4    The Client agrees and acknowledges that whilst the Supplier shall use reasonable endeavours including the use of industry-standard tools to check that the Services delivered to the Client by Supplier are free from all known Viruses, and the Client hereby acknowledges and agrees that the Supplier does not and cannot control all risks, including hacking and/or security breaches, associated with use of the Services. As such, the Supplier disclaims any and all liability resulting from or related to such events.
7.5    The Supplier shall not be liable for any misuse of the Services by the Client which results in security breach for the Client, Tenant or any End User.
7.6    The Supplier will not be liable for any alterations to the Microsoft Security Policies made by the Client, End User or any third party that reverse or otherwise affect changes made to that policy by the Supplier in connection with Services.
7.7    This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
7.8    The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7.9    The Supplier reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Services provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Services.
7.10    Subject to giving written notice to the Client, the Supplier reserves the right to make any changes to the Documentation and/or the Services which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially adversely affect the quality or performance of the Services.
 7.11  The Client acknowledges that any Beta Features are provided on an “as is” and “as available” basis, are not subject to the warranty or service-availability commitments in this Agreement, and may be modified, suspended or discontinued by the Supplier at any time in its sole discretion. Any pricing applicable to a Beta Feature (including any free or promotional pricing during a Ramp Period) is provided for the relevant period only and does not constitute or imply any commitment as to future commercial pricing or continued availability. No Subscription, fee or other commitment under this Agreement is contingent upon the delivery, continued provision or future functionality of any Beta Feature. 

8.   Client's obligations
8.1    The Client shall:
(a)    provide the Supplier upon request with:
(i)    all necessary co-operation in relation to this Agreement; 
(ii)    all necessary access to such information as may be required by the Supplier and ensure that such information is accurate and complete; and
(iii)    all necessary access to the Client and/or End User and Tenants;
in order to provide the Services;
(b)    to the extent that Supplier requires access to the Client’s premises to perform the Services, provide such access, upon request, during Normal Business Hours (or such other hours as the parties agree in advance) and provide a suitable work environment to enable the Supplier to perform such Services; 
(c)    remain solely responsible for securing and backing up its data. The Supplier is not responsible or liable for the deletion of or failure to store any Client data including but not limited to any Tenant or End User data and other communications maintained or transmitted through the use of the Services;
(d)    be solely responsible for any content that it loads into or creates within Services;
(e)    without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(f)    carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(g)    appoint an authorised representative in respect of the Services to be performed under each Order Form, such person as identified in the Order Form. The authorised representative shall have authority to contractually bind the Client on all matters relating to the relevant Services; 
(h)    comply with the Supplier’s policies as notified from time to time; 
(i)    ensure its (or its affiliates where applicable) employees,  agents, suppliers, third parties or subcontractors use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible and fully indemnify for any of its affiliates or employees’ or agents’, third parties’, suppliers’ or subcontractors’ breach of this Agreement; 
(j)    obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services; 
(k)    ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; 
(l)    remain solely responsible for the preparation, content, accuracy and review of the output prepared or resulting from the use of the Services; and
(m)    be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet. 

8.2 The Client agrees and acknowledges that any Microsoft software, services and application programming interfaces (including Microsoft Graph) used in or for the provision of the Services are provided and controlled by Microsoft and are subject to change, throttling, deprecation, restriction, modification or discontinuation by Microsoft, and that any such change may affect, degrade or interrupt the Services. The Supplier has no control over the impact of such changes and shall have no liability for the acts or omissions of Microsoft affecting the provision of the Services under this Agreement or in respect of any breach of any applicable law by Microsoft.

8.3 The Client acknowledges that: (a) The Services are provided by the Supplier as a tool-supplier and configuration-management platform. The Supplier is not the provider, deployer or operator of any AI system (as those terms are used in any AI Legislation) solely by virtue of providing the Services. The Client acknowledges that the legal classification of any AI system that the Client or its End Users develop, configure, deploy or operate using or in connection with the Services is the sole responsibility of the Client and its End Users.
(b) (i) the Supplier’s Copilot Readiness Assessment, Copilot Manager, and other reporting and assessment features of the Services assess Microsoft 365 technical posture, data governance, security configuration, and adoption metrics only, and do not constitute legal advice, regulatory compliance advice or a determination of any AI system’s classification under AI Legislation; (ii) the Client is solely responsible for determining whether its use of AI tools (whether or not managed through the Services) is compliant with applicable AI Legislation; and (iii) the scope of the Services does not extend to AI tools used by the Client’s employees or End Users outside the monitored Microsoft 365 environment, including unsanctioned or consumer-grade AI tools, and the Supplier shall have no liability arising from such unsanctioned use.
(c) Each party shall notify the other in writing promptly upon becoming aware of any change to AI Legislation that is reasonably likely to affect the other party’s obligations with respect to the Services, including any expansion by the European Commission of the categories of high-risk AI systems listed in Annex III to the EU AI Act or any equivalent delegated act. The parties shall, within thirty (30) days of such notification, discuss in good faith whether any amendment to this Agreement is required to address such change.

8.4 Where the Client provides Managed Services that incorporate the Services to its End Users, the Client:
(a) shall be solely responsible for the delivery, quality and results of the Managed Services, including all support, incident triage, customer service, training, account management, billing, marketing and distribution activities;
(b) shall not (i) make any representation or warranty in respect of the Services, the Software or the Documentation other than those expressly authorised by the Supplier in writing, (ii) hold itself out as the agent, representative, distributor or developer of the Supplier or of the Services, or (iii) cause to be ambiguous the relationship between the Client and the Supplier or the source or origin of the Services; and
(c) shall indemnify and hold the Supplier harmless against any third-party claim arising out of any representation, warranty, commitment, undertaking, statement or communication by the Client to any End User that exceeds, contradicts or is otherwise inconsistent with the terms of this Agreement or the Documentation.

9.  Charges and payment
9.1    (a) The Client shall pay the Fees in accordance with this clause 9 and as set out in the applicable Order Form, calculated by reference to the applicable Billing Metric(s) specified therein, including without limitation per-Tenant Fees, per-Billable End User Fees, platform Fees, assessment Fees or other usage-based charges.
(b) Where an Order Form specifies that per-End-User pricing applies to a particular Tenant, the Subscription Fees for that Tenant may include per-End-User charges in addition to, or in place of, fixed per-Tenant pricing. Any such charges shall apply only to the Tenant(s), usage tier(s) or End User thresholds described in the applicable Order Form.
(c) Where the Order Form specifies one or more Ramp Periods (including any free, discounted or promotional pricing), the Fees payable during each such period shall be as set out in the Order Form. Upon expiry of the final Ramp Period, the Fees shall automatically adjust to the full subscription rates specified in the Order Form without further notice or amendment, and such rates shall apply for the Initial Subscription Term and any Renewal Periods, subject to any adjustments permitted under this Agreement. 
9.2    Unless otherwise set out in the Order Form, the Supplier shall invoice the Client for the Fees monthly in advance on or around the first day of each month. For the avoidance of doubt, this includes any increase to the User Subscriptions made in accordance with clause 3. 
9.3    Unless otherwise set out in the Order Form, the Client must pay the Subscription Fees by direct debit. The Client shall provide to the Supplier valid, up-to-date and complete credit/debit card details and any other relevant valid, up-to-date billing details requested by the Supplier and the Client hereby authorises the Supplier to bill such credit/debit card for payment of the Subscription Fees and any additional fees. 
9.4    For any additional fees the Client shall pay each invoice submitted to it by the Supplier within 14 days of receipt to a bank account nominated in writing by the Supplier from time to time.
9.5    The Client must ensure that it promptly provides the Supplier with complete and accurate billing and contact information and any changes to such information.
9.6    If the Supplier has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a)    the Supplier may, without liability to the Client, disable the Client's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b)    interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.7    All amounts and fees stated or referred to in this Agreement:
(a)    shall be payable in the currency specified in the Order Form, unless otherwise agreed;
(b)    are, subject to clause 13.3(b), non-cancellable and non-refundable;
(c)    are exclusive of value added tax or other sales tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.
9.8    The Supplier may increase the Fees relating to the Services in the following circumstances:
(a)    on an annual basis, with effect from each anniversary of the date of signature of the applicable Order Form in line with the percentage increase in the Retail Prices Index in the preceding twelve (12) month period; 
(b)    at any time, in line with any increases imposed upon the Supplier by third party suppliers related to the Services; and
(c)    at any time to reflect any increase in the Fees due to foreign exchange fluctuations. 
9.9    In addition to clause 9.8, the Supplier shall annually after each anniversary of the Effective Date be entitled to increase the Fees upon 90 days' prior notice to the Client and the Order Form shall be deemed to have been amended accordingly. If the Client does not agree with this increase, then it may terminate the affected Order Forms at the end of the then current term of the applicable Order Form upon thirty (30) days written notice and before such price increase takes effect. If the Supplier does not receive written notice within thirty (30) days, the Client is deemed to have agreed to the amendment to the Fees
9.10    If the Client is required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under this Agreement, the Fees payable shall be increased by the amount of such tax to ensure that the Supplier receives a sum equal to the amount to be paid under the applicable Order Form.

10.    Proprietary rights
10.1    The Client acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Software, the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2    The Supplier confirms that it has all the rights in relation to the Software, Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

10.3.  As part of the Services, the Supplier may collect, access, use, process, transmit, or store System Data (i) to provide the Services; (ii) for research and development; (iii) for product and Services improvement; and (iv) to create Statistical Data. The Supplier owns all rights, title, and interest in and to the Reports, Statistical Data, and System Data, including Intellectual Property Rights.

10.4   Notwithstanding any other provision in this Agreement or elsewhere, and provided the Supplier complies with Applicable Law, the Supplier may evaluate and process System Data and Statistical Data (including those derived from Customer Data, providing they contain no Personal Data), in an aggregated and anonymous manner (such data, the “Aggregate Data”). The Supplier may use and share such Aggregate Data freely, including to improve the Services, develop new products, understand product trends, and generally for any business purpose. The Supplier retains all Intellectual Property Rights in the Aggregate Data.

10.5   If the Client or any End User provides the Supplier with any suggestion, idea, comment, recommendation or other feedback relating to the Services, the Software, the Documentation or the Supplier’s business, whether written or oral (collectively, "Feedback"), the Supplier may, without restriction or obligation, use, reproduce, modify, license, distribute and incorporate that Feedback into the Services or any other product or service of the Supplier. All Intellectual Property Rights in such Feedback shall vest in the Supplier on creation; to the extent any such rights do not vest automatically, the Client hereby assigns and shall procure the assignment to the Supplier of all such rights with full title guarantee. 

11.    Confidentiality 
11.1    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement.  A party's Confidential Information shall not be deemed to include information that:
(a)    is or becomes publicly known other than through any act or omission of the receiving party;
(b)    was in the other party's lawful possession before the disclosure;
(c)    is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
(d)    is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2    Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
11.3    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 employees or agents in violation of the terms of this Agreement.
11.4    A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5    The Client acknowledges that details of the Services, any Documentation (where such Documentation is not publicly available), and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
11.6    The Supplier acknowledges that the Client Data is the Confidential Information of the Client. The Client accepts that the Supplier may create and use aggregated, redacted, and/or anonymised forms of the Client’s Data and/or Confidential Information obtained whilst providing the Services to the Client, which does not disclose any of its Confidential Information to a third party. For the avoidance of doubt, System Data and Statistical Data (as defined in clause 1) are not Confidential Information of the Client and the Supplier’s rights in respect of such data are as set out in clause 10.3.
11.7    No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.8    The above provisions of this clause 11 shall survive for 3 years following the termination of this Agreement, however arising.

 12.    Indemnity
12.1    The Client shall defend, indemnify and hold harmless the Supplier against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's, the End User’s or where applicable its affiliates, employees, agent, suppliers, third parties or subcontractors, use of the Services and/or Documentation, provided that:
(a)    the Client is given notice of any such claim;
(b)    the Supplier provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client's expense; and
(c)    the Client shall not settle any such claim without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed, except where the settlement includes only the payment of money and contains no admission of fault or liability on the part of the Supplier, and provides for a full and unconditional release of the Supplier. 
12.2    The Supplier shall defend the Client, its officers, directors and employees against any claim that the Client's use of the Services or Documentation in accordance with this Agreement infringes any United Kingdom patent effective as of the Effective Date, copyright, trademark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:
(a)    the Supplier is given notice of any such claim;
(b)    the Client does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c)    the Supplier is given sole authority to defend or settle the claim.
12.3    In the defence or settlement of any claim, the Supplier may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, the Supplier may terminate this Agreement on 2 Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
12.4    In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Client to the extent that the alleged infringement is based on:
(a)    a modification of the Services or Documentation by anyone other than the Supplier; or
(b)    the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Supplier or outside the scope of this Agreement; or
(c)    the Client's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority; or
(d)   the Client Data, including any data, content or material provided to, or processed through, the Services by the Client or any End User.
12.5    The foregoing  and clause 13.3(b) state the Client's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. Limitation of liability
13.1 Except as expressly and specifically provided in this Agreement: (a) the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client and/or its End User, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Client in connection with the Services, or any actions taken by the Supplier at the Client's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and (c) the Services and the Documentation are provided to the Client on an "as is" basis.
13.2 Nothing in this Agreement excludes the liability of the Supplier: (a) for death or personal injury caused by the Supplier's negligence; (b) for fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.
13.3 Subject to clause 13.1 and clause 13.2: (a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss however arising under this Agreement; and (b) the Supplier's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be in respect of all claims arising in any 12-month period, to the total Fees paid for the User Subscriptions in that 12-month period. For the purposes of this clause, each 12-month period shall be measured retrospectively from the date the first such claim is made.

 14.    Term and termination
14.1    This Agreement shall commence on the Effective Date and shall continue through any Ramp Period (if applicable) and the Initial Subscription Term.  The Initial Subscription Term shall commence on the date the full subscription pricing takes effect, as set out in the Order Form. Thereafter, this Agreement shall automatically renew for successive periods of the same length as the Initial Subscription Term (each a "Renewal Period"), unless: 
(a)    either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b)    otherwise terminated in accordance with the provisions of this Agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
14.2    Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a)    the other party fails to pay any amount due under this Agreement on the due date for payment and following a reminder from Supplier with regard to the overdue amount, remains in default not less than 30 days after being notified in writing to make such payment;
(b)    the other party commits a material breach of any other term of this Agreement which 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; 
(c)    the other party is subject to an Insolvency Event 
14.3    On termination of this Agreement for any reason:
(a)    all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation; 
(b)    each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, save that: (i) the Supplier may retain copies of System Data and Statistical Data in accordance with clause 10.3; (ii) the Supplier may retain any record or material that the Supplier is required by applicable law, regulation or industry standard to retain; and (iii) each party may retain copies of materials stored on routine backup systems that are not actively processed, until those backups are overwritten or deleted in accordance with its standard backup retention policy;
(c)    the Supplier may destroy or otherwise dispose of any Client Data in its possession, unless the Supplier receives, no later than 10 days after the effective date of the termination of this Agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Data. At the Client’s cost, the Supplier shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Client Data; and
(d)    any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and
(e)    the following clauses shall survive termination of this Agreement: clauses 1 (Interpretation), 2.3 and 2.4 (Restrictions), 5 (Client Data), 8.3(b) (AI scope limitation acknowledgements), 10 (Proprietary rights, including in respect of System Data and Statistical Data), 11 (Confidentiality, subject to clause 11.8), 12 (Indemnity), 13 (Limitation of liability), 14.3 (Effects of termination), 17 (Conflict), 19 to 26 (Waiver, Rights and remedies, Severance, Entire agreement, Assignment, No partnership or agency, Third party rights, Notices), 27 (Dispute Resolution), 28 (Governing law) and 29 (Jurisdiction), together with any other provision which by its nature is intended to survive.

14.4    Where the Supplier terminates this Agreement under clause 14.2(a) (non-payment) or clause 14.2(b) (material breach by the Client), or where the Client purports to terminate this Agreement other than in accordance with its terms during an Initial Subscription Term or Renewal Period, all Fees payable for the remainder of the then-current Initial Subscription Term or Renewal Period shall accelerate and become immediately due and payable, without prejudice to any other right or remedy of the Supplier. 

15.    Subcontracting 
Save as set out in Clause 5, the Supplier may subcontract any of its obligations under this Agreement. The Supplier shall remain responsible to the Client for the performance of any subcontracted obligations.

16.    Force majeure
16.1    The Supplier shall have no liability to the Client under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, pandemics or epidemics, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or material default of suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.
16.2    If the period of delay or non-performance pursuant to this Clause 16 continues for four (4) weeks or more, the party not affected may terminate this Agreement by giving fourteen (14) days' written notice to the other party.

17.    Conflict
17.1    If there is an inconsistency between any of the provisions in the main body of this Agreement and the Order Form, (including any changes to the Order Form), the following order of precedence shall apply (in decreasing order) to the extent of such conflict or inconsistency:
(a)    Order Form;
(b)    the clauses in this Agreement.
17.2 The Order Form shall set out the specific Service SKU(s) purchased, applicable usage limits (including per-Tenant or per-End-User metrics), and associated Fees. In the event of conflict, the Order Form shall prevail.

18.1 Version Control and Updates to T&Cs
(a) Prior Version clients. A Client who is party to an Agreement governed by a Prior Version of these T&Cs shall continue to be governed by that Prior Version unless and until: (i) the Client executes a new Order Form that expressly references the Current Version; or (ii) the Client otherwise affirmatively accepts the Current Version in writing. The Supplier shall not unilaterally migrate a Prior Version client onto the Current Version without the Client’s express written consent. For the avoidance of doubt, the Supplier’s right to update the Prior Version in accordance with its own variation provisions remains unaffected by this clause.
(b) Current Version clients. For Clients on the Current Version, the Supplier may update or amend these T&Cs at any time. The effective date of any update will be stated at the top of the document. In the case of material changes, the Supplier will notify the Client by email to the contact provided in the applicable Order Form, giving no less than thirty (30) days’ notice of the proposed changes (the “Notice Period”).
(c) Objection and fall-back. If the Client objects in writing to a proposed update before the expiry of the Notice Period, the update shall not apply to that Client and the version of the T&Cs in effect immediately before the notified update (the “Fall-back Version”) shall continue to govern the parties’ relationship. If the Client does not object in writing before the expiry of the Notice Period, continued use of the Services after that date shall constitute the Client’s acceptance of the updated T&Cs.
(d) Fall-back Version governance. Where a Fall-back Version applies pursuant to clause 18.1(c): (i) the Supplier shall continue to provide the Services on the Fall-back Version terms for the remainder of the then-current Subscription Term; (ii) on renewal, the Current Version (as updated) will apply to the Renewal Period, and the Client’s failure to provide a termination notice in accordance with clause 14.1 shall constitute acceptance of the Current Version for that Renewal Period; and (iii) the Supplier shall have no obligation to maintain or support features, pricing or functionality that are superseded by the Current Version solely to accommodate the Fall-back Version beyond the then-current Subscription Term.

18.2 Non-material Amendments of the Order Form Requested by the Client
For the purposes of non-material changes that do not affect the fundamental rights or obligations of either party under this Agreement and do not materially alter its scope, risk allocation or financial terms (such as operational, administrative or quantitative updates) requested by the Client (including changes to the number of User Subscriptions or the Initial Subscription Term), the parties agree that such variations may be made in writing, including by email or other electronic correspondence, without the need for signatures. Such informal amendments shall be valid and binding upon written acknowledgment by the Supplier.

18.3 Other Formal Amendments Requested by the Client
All other amendments to these T&Cs or the Order Form requested by the Client must be agreed upon in writing and signed by both parties (or their authorized representatives) and clearly stated in the “Additional Information” section of an Order Form. No other purported variation by the Client shall be effective unless made in accordance with this clause. In the event of a conflict, such amendments shall prevail only with respect to the specific sections they modify; all other provisions of these T&Cs shall remain in full force and effect.

19.    Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20.    Rights and remedies
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21.    Severance
21.1    If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
21.2    If any provision or part-provision of this Agreement is deemed deleted under clause 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

22.    Entire agreement
22.1    This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
22.2    Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
22.3    Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

23.    Assignment
23.1    The Client shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
23.2    The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

24.    No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

25.    Third party rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 

26.    Notices
26.1    Any notice required to be given under this Agreement shall be in writing and shall be emailed, delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Order Form, or such other address as may have been notified by that party for such purposes. Any notice sent to the Supplier by email shall be sent to notices@inforcer.com, or to such other email address as the Supplier may notify to the Client from time to time.

26.2    A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).  

27.    Dispute Resolution 
27.1    Notwithstanding any rights of termination or suspension of either party as set out herein, if a dispute arises under this Agreement (“Dispute”), including any Dispute arising out of any amount due to a party hereto, then before bringing any suit, action or legal proceeding in connection with such Dispute, a party must first give written notice of the Dispute to the other party describing the Dispute and requesting that it is resolved under this dispute resolution process (“Dispute Notice”).
27.2    If the parties are unable to resolve the Dispute within thirty (30) calendar days of delivery of the Dispute Notice, then each party will promptly (but no later than five (5) Business Days thereafter):
(a)    appoint a designated representative who has sufficient authority to settle the Dispute and who is at a higher management level than the person with direct responsibility for the administration of this Agreement (“Designated Representative”); and
(b)    notify the other party in writing of the name and contact information of such Designated Representative.
27.3    The Designated Representatives will then meet as often as they deem necessary in their reasonable judgment to discuss the Dispute and negotiate in good faith to resolve the Dispute. The Designated Representatives will mutually determine the format for such discussions and negotiations, provided that all reasonable requests for relevant information relating to the Dispute made by one party to the other party will be honoured.
27.4    If the parties are unable to resolve the Dispute within thirty (30) calendar days after the appointment of both Designated Representatives, then either party may proceed with any other available remedy.  

28.    Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 

29.    Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

30.    Compliance with Laws; Anti-Corruption
30.1 Each party agrees to comply with all laws applicable to the actions and obligations contemplated by this Agreement, including those (i) directed at Corrupt Acts and (ii) relating to equality, diversity, and the prevention of harassment, including the Worker Protection (Amendment of Equality Act 2010) Act 2023, as applicable. Each party represents and warrants that, during the term of this Agreement, neither party nor any of its officers, employees, agents, representatives, contractors, intermediaries, or any other person or entity acting on its behalf has taken or will take any action, directly or indirectly, that contravenes (a) the United States Foreign Corrupt Practices Act 1977, (b) the United Kingdom Bribery Act 2010, or (c) any other applicable anti-bribery laws or regulations anywhere in the world. 

31. Export Compliance and Sanctions
31.1 Each party shall comply with all applicable export control, trade sanctions and embargo laws and regulations in connection with the performance and receipt of the Services, including (without limitation) those administered by the United Kingdom, the United States, the European Union and its member states, the United Nations, and any other jurisdiction in which a Party is established or in which the Services are provided or used (together, the “Applicable Trade Laws”).
31.2 The Client shall not, and shall procure that its End Users shall not, directly or indirectly, access, use, export, re-export, transfer or release the Services, or any underlying software, technology, data or output, to or from: (i) any country, region or territory that is the subject of comprehensive sanctions or embargoes under Applicable Trade Laws; or (ii) any person or entity that is the subject of sanctions or asset-freezing measures under Applicable Trade Laws, or that is owned or controlled by such a person or entity.
31.3 Each party represents and warrants that it is not, and is not owned or controlled by any person that is, the subject of sanctions or asset-freezing measures under Applicable Trade Laws, and that it will promptly notify the other party if it becomes the subject of, or reasonably anticipates becoming the subject of, any such measures.
31.4 The Client shall be solely responsible for determining whether any use, configuration or onward transfer of the Services by the Client or its End Users requires a licence, authorisation or notification under Applicable Trade Laws, and for obtaining and maintaining any such licence, authorisation or notification.
31.5 Without prejudice to any other right or remedy, the Supplier may suspend or terminate the Services (in whole or in part) on written notice with immediate effect where the Supplier reasonably determines that continued provision of the Services would, or would be reasonably likely to, cause the Supplier to breach Applicable Trade Laws.


This Agreement has been entered into on the Effective Date. 

Schedule 1 - Details of personal data processing

Inforcer Ltd
First Floor, Explore Richmond
18-24 (even) Paradise Road
Richmond, TW9 1SR
United Kingdom

U.S. ADDENDUM TO THE INFORCER CUSTOMER TERMS AND CONDITIONS

Last Modified: June 8, 2026

This U.S. Addendum (“US Addendum”) forms part of the online Customer Terms and Conditions (the “T&Cs”). This US Addendum applies to the Services for Clients whose billing address is located in the United States and who have entered into an applicable Order Form as of or after June 8, 2026.

All capitalized terms not defined in this US Addendum shall have the meaning set forth in the T&Cs. In the event of any conflict between the terms of this US Addendum and the T&Cs, this US Addendum shall prevail to the extent of such conflict with respect to Clients whose billing address is located in the United States.

PART I — U.S. ENTITY AND GENERAL U.S. TERMS

Section 1. Contracting Entity

1.1 For all purposes under the T&Cs and this US Addendum, with respect to Clients that contract with Inforcer Inc. as the Supplier pursuant to the applicable Order Form, all references to the “Supplier” shall mean Inforcer Inc., a corporation incorporated under the laws of the State of Delaware, United States, with its principal office at 401 East Jackson Street, STE 3300, Tampa, FL 33602 (“Inforcer US”), and all references to “Inforcer Ltd” in the T&Cs shall, as between the parties to this US Addendum, be deemed to refer to Inforcer Inc.

1.2 Inforcer Inc., as supplier, hereby assumes all rights and obligations of the Supplier under the Agreement with respect to the provision of the Services to the Client under the Agreements in respect of Services provided in the United States and this US Addendum, and the Client acknowledges and agrees that Inforcer Inc. is the contracting party for such purposes.

Section 2. Additional and Modified Definitions

The following definitions shall supplement or replace (as applicable) the definitions set forth in clause 1.1 of the T&Cs for purposes of this US Addendum:

2.1 “Change of Control” the definition of “Change of Control” in the Agreement shall be replaced by the following: “means transaction or series of related transactions resulting in (i) a change of more than fifty percent (50%) of the voting interests of a Party; (ii) a merger, consolidation, or reorganization of a Party with or into another entity; or (iii) a sale or transfer of all or substantially all of a Party's assets.”

2.2 “Data Protection Legislation” clause (v) of “Data Protection Legislation” shall be replaced with the following: “all applicable data protection and privacy legislation in force from time to time in the United States, including without limitation the (i) California Consumer Privacy Act of 2018 (“CCPA”), as amended by the California Privacy Rights Act, (ii) the Virginia Consumer Data Protection Act; (iii) the Colorado Privacy Act; (iv) the Connecticut Data Privacy Act; (v) the Utah Consumer Privacy Act; and (vi) any other applicable U.S. federal or state data protection or privacy law or regulation, in each case as amended from time to time.

2.3 “Insolvency Event” the definition of “Insolvency Event” shall be deleted and replaced by the following: “ means (i) a Party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) a Party files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, including Title 11 of the United States Code; (iii) a Party makes or seeks to make a general assignment for the benefit of its creditors; or (iv) a Party has appointed a receiver, trustee, custodian, or similar agent by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.”

2.5 “Sensitive Data” means (i) protected health information as defined in the Health Insurance Portability and Accountability Act, as amended; (ii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information or any other nonpublic personal information regulated by the Gramm-Leach-Bliley Act; (iii) social security numbers, driver's license numbers, or other government identification numbers; (iv) other information subject to any other regulation or protection under specific laws such as the Children's Online Privacy Protection Act or Federal Educational Rights and Privacy Act or the Privacy Act of 1974 (vi) any data similar to the above protected under applicable laws, rules, or regulations.

Section 3. Representations and Warranties — U.S. Modifications

3.1 General Representations. Each Party represents and warrants that: (a) the execution and delivery of this Agreement and US Addendum will not violate any obligation binding upon it; (b) each Party will comply with all applicable laws in connection with its performance under this Agreement; and (c) the persons executing this Agreement have the authority to bind the respective Party.

3.2 Client Representations. In addition to the representations and warranties made under Sections 5 and 8 of the Agreement, the Client represents and warrants that the Client has obtained all necessary consents, approvals, and authorizations for the execution and delivery of this Agreement.

3.3 Data Transfers. References to the “UK” under Section 5.9(b) are hereby deemed to refer to the “US.” The second sentence of Section 5.9(b) is deleted in its entirety.

3.4 Sensitive Data. The Client acknowledges and agrees that the Services are not designed to store or process Sensitive Data. Unless otherwise permitted by the applicable Order Form, Client shall not transfer Sensitive Data to Supplier. In the event either Party discovers that Sensitive Data have been transferred under this Agreement, then such Party shall promptly notify the other. For the avoidance of doubt, Supplier may collect payment and financial account information from Client for the purposes of facilitating payment of applicable fees for the Services.

Section 4. Indemnification; Limitations of Liability; Equitable Relief — U.S. Modifications

4.1 Supplier Indemnification. All references to “United Kingdom” under Section 12.2 of the T&Cs shall be hereby deemed to refer to the “United States.”

4.2 Disclaimer. Section 13.1(b) of the T&Cs is hereby deleted and replaced with the following:

“EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICES AND THE DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THE SUPPLIER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.”

4.3 Equitable Relief. Section 11 of the T&Cs is hereby modified by adding an additional clause 11.9 with the following language: “Due to the unique nature of Confidential Information, the Parties agree that there may be no adequate remedy at law for any breach or any unauthorized use or release of any Confidential Information, resulting in irreparable harm to the disclosing Party. Upon any actual or threatened breach, unauthorized use or release of this Section 11, the disclosing Party will be entitled to appropriate equitable relief and such remedy shall be in addition to any other remedies the disclosing Party may have under the Agreement or applicable law.

Section 5. Export Compliance; Compliance with Laws

Section 32 of the T&Cs is hereby replaced with the following language:
5.1 The Client acknowledges that the Services may be subject to the U.S. Export Administration Regulations (“EAR”), the embargo and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control, and other applicable laws related to export control and sanctions (collectively “Export and Sanctions Laws”). The Client agrees it will (i) not, directly or indirectly, export, re-export, or release the Services or any underlying software or technology to, or otherwise make the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by Export Sanction Laws and (ii) comply with all applicable Export and Sanctions Laws.

5.2 The Client represents and warrants that none of its End Users or any party that owns or controls the Client: (i) is ordinarily resident in, located in, or organized under the laws of any country or region subject to comprehensive economic or financial trade sanctions imposed under applicable sanctions laws, including Cuba, Iran, North Korea, the Crimea, Donetsk and Luhansk Regions of Ukraine, Belarus, Russia, and Venezuela; (ii) is listed on any applicable sanctions or restricted persons list, including the U.S. Department of the Treasury's List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce's Denied Persons List or Entity List, or any comparable list; or (iii) is otherwise the target or subject of any Export and Sanctions Laws.

5.3 Each Party represents and warrants that neither it nor any of its officers, employees, agents, representatives, contractors, or intermediaries has taken or will take any action, directly or indirectly, that violates (i) the United States Foreign Corrupt Practices Act of 1977; or (ii) any other applicable anti-bribery laws or regulations.

Section 6. Governing Law and Jurisdiction — U.S. Modification

6.1 Governing Law. Section 28 of the T&Cs is hereby deleted and replaced with the following: “This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, United States, without giving effect to any choice or conflict of law provision or rule.”

6.2 Jurisdiction. Section 29 of the T&Cs is hereby deleted and replaced with the following: “Any (i) request for provisional or preliminary equitable relief under, to enforce, or to prevent the breach or further breach of this Agreement, including but not limited to any request for a temporary restraining order or preliminary injunction, and (ii) solely in the event that the arbitration clause is deemed invalid by the arbitration tribunal any claim or dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in New York, New York, and each Party hereby consents and submits to the personal jurisdiction of such courts. Each Party hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by emailing the copies thereof to the specified e-mail in the Order Form (or such other e-mail address as may have been specified by such Party in writing), or the mailing of copies thereof by registered or certified mail, postage prepaid to the address specified in the Order Form (or such other e-mail address as may have been specified by such Party in writing). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.”

6.3 Exclusion of Conventions. The Parties agree that the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

6.4 Dispute Resolution. In the event of a dispute between the Parties, the Parties’ will in good faith consult and cooperate to resolve the dispute. If the Parties are unable to reach a resolution, then the dispute will be referred to an authorized officer of each Party who will in good faith consult and cooperate to resolve the dispute. If such authorized officers of the Parties are unable to resolve the dispute, a Party may, upon written notice to the other Party, resolve the dispute in accordance with Section 6.5. If Client disputes any fee due hereunder, such dispute shall be in good faith, Client shall pay all undisputed amounts (or the portion(s) thereof) to Supplier, and Client must: (i) provide to Supplier prompt notice of such dispute; (ii) include in such notice, a reasonably detailed explanation of the reason(s) why such amount is disputed, and (iii) work cooperatively, expeditiously, and in good faith with Supplier to resolve any such dispute.

6.5 Arbitration. (a) any dispute not resolved through Section 6.4 (except for any dispute subject to equitable relief as expressly authorized by this Agreement) shall be resolved by arbitration administered by the American Arbitration Association (“AAA”) and in accordance with this Section 6.5 and the Commercial Arbitration Rules of the AAA, including the procedures for Large Complex Commercial Disputes. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The Parties hereby waive all objections to venue or jurisdiction in such court or any claim that such proceeding was brought in an inconvenient forum.

(b) In addition to the authority conferred upon the arbitral tribunal (“Tribunal”) pursuant to this Section 6.5, and without prejudice to any provisional measures that may be available from a court of competent jurisdiction, the Tribunal shall also have the authority to grant provisional remedies, including injunctive relief, and to award specific performance.

(c) The Tribunal shall consist of three arbitrators. One arbitrator shall be nominated by the Party initiating the arbitration (the “Claimant”) in the Claimant’s request for arbitration. The second arbitrator shall be nominated by the responding Party (the “Respondent”) within ten (10) days after receipt of the request for arbitration. In the event a Party fails to appoint an arbitrator or deliver notice of such appointment to the other within ten (10) days of the delivery of a request for arbitration, upon request of the other Party, such arbitrator shall instead be appointed by the AAA from its large, complex commercial case panel within ten (10) Business Days of receiving such request. The two (2) arbitrators nominated by the Parties shall select the third arbitrator, who shall serve as chair of the Tribunal, within ten (10) days after their appointment and shall notify the Parties of such appointment. If the first two (2) appointed arbitrators fail to appoint a third arbitrator or deliver notification of such appointment to the Parties within this time period, then, upon request of either Party, the third arbitrator shall be appointed by the AAA from its large, complex commercial case panel within ten (10) Business Days of receiving such request.

(d) By agreeing to arbitration as set forth in this Section, the Parties do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy solely in aid of the arbitration and a request for such provisional remedies by a Party to a court shall not be deemed a waiver of the agreement to arbitrate set forth in this Section 6.5.