S4W — GENERAL TERMS OF BUSINESS

Version 1.0

These General Terms of Business are issued by S4W L.L.C-FZ ("S4W"), a company registered in the United Arab Emirates with licence number 2529741, whose registered address is Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.

Dial Square Consultancy Ltd, a company registered in England and Wales with company number 17317079, whose registered address is 131 Finsbury Pavement, London, England, EC2A 1NT, is S4W's representative in the United Kingdom under Article 27 of the UK GDPR and acts as S4W's payment collection agent in accordance with clause 1.5. It does not contract with the Client, does not resell the Services, and is not a reseller of S4W.

These General Terms of Business are published at https://s4w.com/terms. The Privacy Notice referred to in them is published at https://s4w.com/privacy and the Data Processing Addendum at https://s4w.com/dpa.

1. SCOPE AND STRUCTURE

1.1 These General Terms of Business ("these Terms") are the framework on which S4W supplies the Services to the Client. They set the legal terms which apply to every engagement between S4W and the Client. They do not of themselves oblige S4W to perform any work, or the Client to commission any: work is commissioned under a SOW.

1.2 Each SOW incorporates these Terms by reference, whether or not it says so expressly. These Terms and a SOW together form a separate agreement in respect of the Services described in that SOW (an "Agreement"). Where more than one SOW is in force, each forms a separate Agreement, and the expiry or termination of one Agreement does not of itself affect any other.

1.3 The SOW governs the commercial bargain; these Terms govern the legal framework. Where a SOW conflicts with these Terms:

    (a) the SOW prevails in respect of commercial matters, being the scope and description of the Services, the Deliverables, the timetable, milestones and any acceptance criteria, the Fees and the payment schedule, and the assumptions and dependencies on which the engagement is priced; and

    (b) these Terms prevail in respect of legal matters, being intellectual property, confidentiality, data protection, warranties, liability and indemnities, term and termination, notices, and governing law and jurisdiction.

A SOW may vary a legal matter only where it identifies the clause of these Terms which it varies, states expressly that it varies it, and is signed by an authorised representative of each party. The DPA prevails over both the SOW and these Terms in respect of the Processing of Personal Data, and ranks below these Terms in respect of every other matter. Clause 18 sets out the resulting order of precedence in full and is to be read consistently with this clause 1.3.

1.4 The Client enters into each Agreement wholly or mainly for purposes relating to its trade, business, craft or profession and is not a consumer. S4W may at any time require the Client to provide evidence of its business status, and the Client shall provide that evidence promptly on request.

1.5 Contracting party and payment collection. The Client's counterparty under each Agreement is S4W. S4W has appointed the Payment Agent as its payment collection agent in respect of Fees. Where S4W directs the Client to pay Fees to the Payment Agent, the Payment Agent invoices and collects those Fees on S4W's behalf, and its name (and not S4W's) may appear on the invoice and on the Client's bank statement. The Payment Agent does not contract with the Client, does not resell the Services, and owes the Client no obligations under any Agreement. Payment of Fees to the Payment Agent discharges the Client's payment obligation to S4W to the extent of the sum so paid.

2. DEFINITIONS AND INTERPRETATION

2.1 In these Terms the capitalised terms set out below have the meanings given to them:

2.2 In these Terms, unless otherwise stated:

    (a) references to any enactment include that enactment as amended, extended, re-enacted or applied by or under any other enactment, and any subordinate legislation made under it;

    (b) references to any document or agreement, including these Terms, include that document or agreement as amended, extended or replaced from time to time in accordance with its terms;

    (c) references to a person include a body corporate, an unincorporated association of persons (including a partnership), a government, state, agency or organisation and any other entity whether or not having separate legal personality, and an individual, their estate and personal representatives;

    (d) references to the singular include the plural and vice versa, and references to the parties include their permitted successors and assigns;

    (e) clause headings are for information only and do not affect the construction of these Terms;

    (f) any reference to "including" means "including without prejudice to the generality of the foregoing phrase or term"; and

    (g) a reference to writing or written includes email, save where these Terms provide otherwise.

3. ENGAGEMENT, COMMENCEMENT AND CHANGES

3.1 S4W designs, builds, integrates, deploys and supports bespoke artificial-intelligence and automation solutions, including voice and chat agents, predictive models, data pipelines, workflow automations, integrations between third-party systems, and internal tooling. The Services performed in any engagement are those described in the SOW for that engagement.

3.2 Each SOW sets out the scope of the Services, the Deliverables, the timetable and any milestones, the Fees and payment schedule, the assumptions on which the engagement is priced, and the dependencies on the Client referred to in clause 4.

3.3 An Agreement takes effect on the date stated for that purpose in the SOW or, where the SOW states no such date, on the earlier of (a) the date on which the SOW is signed or otherwise accepted in writing by both parties and (b) the date on which S4W begins to perform the Services with the Client's knowledge (in each case, the "Commencement Date"). It continues for the Term.

3.4 S4W performs the Services as an independent contractor. Subject to any requirement expressly stated in the SOW, S4W determines the manner in which the Services are performed and the personnel it allocates to them, and may substitute personnel of equivalent skill and experience. S4W may subcontract in accordance with clause 17.2.

3.5 Nothing in an Agreement is exclusive. S4W may perform services of the same or a similar kind for any other person, including a competitor of the Client, subject always to clause 9.

3.6 S4W shall perform the Services within a reasonable time. What is a reasonable time is a question of fact, to be assessed having regard to the scope and complexity of the Services, the quality and completeness of the Client Materials, the Client's responsiveness, and any Client Delay. Subject to that obligation, dates and durations stated in a SOW are estimates given in good faith and are not commitments unless the SOW states expressly that a particular date is a fixed date, and time is not of the essence in respect of S4W's performance unless the SOW states expressly that it is.

3.7 A change to the scope, Deliverables, timetable or Fees of a SOW takes effect only when recorded in writing and signed or confirmed in writing by an authorised representative of each party (a "Change Note"). A Change Note forms part of the SOW it varies. S4W is not obliged to commence work on a requested change before the Change Note is agreed, and may decline a requested change or make it conditional on an adjustment to the Fees or the timetable. Where S4W performs requested work before a Change Note is agreed and the Client does not object in writing within five (5) Working Days of being told the basis on which it is performed, that work is chargeable on that basis.

4. CLIENT RESPONSIBILITIES AND DEPENDENCIES

4.1 The Client shall:

    (a) provide timely access to the information, people, systems, environments, credentials, sample data and Client Materials which S4W reasonably requires in order to perform the Services;

    (b) nominate a single point of contact with authority to give instructions, decisions and approvals on the Client's behalf, and notify S4W in writing of any change to that contact;

    (c) respond to a request from S4W for a decision, approval, instruction or item within a reasonable period and, unless the SOW states otherwise, within five (5) Working Days of the request;

    (d) ensure that the Client Materials are accurate, complete, current and lawfully held, and that their supply to S4W and their use for the Services are lawful;

    (e) obtain and maintain, at its own cost, all consents, licences, subscriptions and permissions required for S4W to access, configure, integrate with or operate any third-party system nominated by the Client, and comply with the terms on which the Client holds them;

    (f) review, test and, where the SOW provides for acceptance, accept or reject each Deliverable in accordance with the SOW and within the period it states;

    (g) maintain its own backups of the Client Materials and of any data held in the systems with which a Deliverable interacts, S4W providing no backup, archival or data-recovery service;

    (h) comply with Applicable Law in its supply of the Client Materials, in its instructions to S4W, and in its own use and deployment of the Deliverables; and

    (i) not introduce, and take reasonable steps to prevent the introduction of, any virus, worm, trojan horse or other malicious code into any environment used for the Services.

4.2 The Client warrants and undertakes, on an ongoing basis during the Term, that it has the full legal right, power and authority to enter into the Agreement, that it is entitled to supply the Client Materials to S4W and to grant the licence in clause 6.5, that the Client Materials do not infringe the Intellectual Property Rights or other rights of any third party, and that it has a valid lawful basis under the Data Protection Laws for the supply to S4W, and the Processing by S4W, of any Personal Data comprised in the Client Materials.

4.3 Where the Client fails to meet a responsibility in clause 4.1, a dependency stated in the SOW, or any other obligation on which S4W's performance depends (a "Client Delay"):

    (a) each affected date, milestone and duration extends by the period of the Client Delay and by such further period as is reasonable to accommodate the re-planning and re-allocation of resource which the Client Delay causes;

    (b) S4W is not in breach of the Agreement, and has no liability, in respect of any delay or failure to perform to the extent caused by the Client Delay;

    (c) S4W may charge for the time its personnel spend, and recover the costs it incurs, as a result of the Client Delay, including standing time and rescheduled or unrecoverable resource, at the rates set out in the SOW or, where the SOW states none, at S4W's then-current standard rates; and

    (d) where a Client Delay continues for thirty (30) days after S4W has notified the Client of it in writing, S4W may suspend performance of the affected Services on written notice and invoice for all Services performed and all costs committed to that date; and where it continues for a further thirty (30) days, S4W may terminate the affected SOW in accordance with clause 13.3(a), the Client Delay being treated as a material breach for that purpose.

4.4 S4W is not liable for any defect, error, delay, interruption or non-conformance to the extent that it arises from the Client Materials, from an instruction or approval given by the Client, from a Deliverable being used otherwise than as S4W has specified, or from the act, omission, unavailability, change or withdrawal of a third-party system, model, service or interface which S4W does not control.

4.5 The Client is responsible for its own agreements with the providers of the third-party systems referred to in clause 4.1(e), for all charges those providers levy (including consumption, usage and model-inference charges arising from the operation of a Deliverable), and for the consequences of any change to, or withdrawal of, such a system. Where S4W procures such a service on the Client's behalf, clause 5.7 applies.

5. FEES AND PAYMENT

5.1 The Client shall pay the Fees set out in the SOW. Fees are stated and payable in pounds sterling unless the SOW states another currency.

5.2 Fees are invoiced up front, on milestones, or monthly, as the SOW states. Where the SOW is silent, Fees for work performed on a time-and-materials basis are invoiced monthly in arrears.

5.3 Each invoice is payable in cleared funds within fourteen (14) days of its date, unless the SOW states another period, and without deduction. Fees may be invoiced and collected by the Payment Agent in accordance with clause 1.5, and payment must then be made to the account identified on the invoice.

5.4 Where any sum properly due under an Agreement remains unpaid more than fourteen (14) days after its due date, the Client shall, without prejudice to any other right or remedy of S4W, pay interest on the outstanding sum from the date falling fourteen (14) days after the due date until payment in full (both before and after judgment) at the rate of four per cent (4%) per annum above the published Bank of England base rate for the period in question, calculated in arrears on a daily basis and compounded monthly. S4W may in addition recover its reasonable costs of collection. The parties agree that this clause 5.4 provides a substantial contractual remedy for late payment for the purposes of the Late Payment of Commercial Debts (Interest) Act 1998.

5.5 Where any undisputed sum remains unpaid after its due date, S4W may suspend performance of the Services, in whole or in part, on five (5) Working Days' written notice, and may keep them suspended until all outstanding sums and any interest are paid. Suspension under this clause 5.5 does not relieve the Client of any payment obligation, extends each affected date and duration in accordance with clause 4.3(a), and is without prejudice to S4W's right to terminate under clause 13.3.

5.6 Where the Client disputes an invoice in good faith it shall notify S4W in writing within ten (10) Working Days of the date of the invoice, giving its reasons in reasonable detail, and shall pay the undisputed part on the due date. The parties shall then discuss the disputed part in good faith and escalate it promptly to a senior representative of each party. Clauses 5.4 and 5.5 do not apply to a sum disputed in accordance with this clause 5.6 for so long as the dispute remains genuine and unresolved, and apply in full to any part of it subsequently agreed or determined to be payable.

5.7 The Client shall reimburse S4W's pre-approved travel, subsistence and other expenses at cost. Where a SOW provides for S4W to procure a third-party subscription, licence, model, interface or hosting service for the purposes of the Services, S4W recharges the cost as the SOW states, and the Client is responsible for the consumption its own use generates.

5.8 All Fees are exclusive of value added tax and any other applicable sales, use or equivalent tax, which the Client shall pay in addition at the prevailing rate on production of a valid invoice. Where the Client is required by law to make any withholding or deduction from a payment, the sum payable is increased so that S4W receives the amount it would have received had no withholding or deduction been required.

5.9 The Client shall pay all sums due without set-off, counterclaim, deduction or withholding, except as required by law. S4W may set off any sum owed by it to the Client against any sum due to it from the Client.

5.10 S4W may review its standard rates annually and shall notify the Client of any revised rates. Revised rates apply to any SOW entered into, and to any Change Note agreed, after the date of that notice; the rates applicable to a SOW already in force do not change unless that SOW provides otherwise or the parties agree a Change Note.

6. INTELLECTUAL PROPERTY

6.1 All Intellectual Property Rights in the S4W Materials are and remain the property of S4W or its licensors. Nothing in an Agreement transfers any Intellectual Property Right in the S4W Materials to the Client, and no such right is granted by implication.

6.2 Unless the SOW states expressly otherwise, all Intellectual Property Rights in the Deliverables vest in and remain with S4W, and are not assigned to the Client. Where a SOW provides for the assignment of a Deliverable, that assignment takes effect on payment in full of all Fees due under that SOW, and until then this clause 6.2 applies to it.

6.3 On payment in full of all Fees due under the SOW under which a Deliverable was created, S4W grants the Client a worldwide, perpetual, irrevocable, non-exclusive, royalty-free licence to use, copy, and modify or have modified that Deliverable, together with any S4W Materials incorporated in it to the extent necessary to use it, for the Client's own internal business purposes. That licence is sub-licensable to the Client's Affiliates and to a third party operating the Deliverable on the Client's behalf, in each case on terms no less protective of S4W's rights than clause 6.4 and clause 9, and the Client remains responsible for their compliance.

6.4 The licence in clause 6.3 does not permit the Client, and the Client shall not:

    (a) resell, rent, sublicense (save as clause 6.3 permits), distribute or otherwise make a Deliverable or any S4W Materials available to any third party as a product, bureau, managed service or white-label offering;

    (b) use a Deliverable or any S4W Materials to develop, train or improve any product or service which competes with S4W's services; or

    (c) remove, obscure or alter any proprietary notice in a Deliverable or in any S4W Materials.

Until the licence in clause 6.3 takes effect, the Client has a non-exclusive, non-transferable, revocable licence to use the relevant Deliverable during the Term for the purposes of testing, acceptance and evaluation only.

6.5 The Client retains ownership of all Intellectual Property Rights in the Client Materials. The Client grants S4W a non-exclusive, royalty-free, worldwide licence, for the Term, to use, copy, store, transmit, modify and Process the Client Materials to the extent necessary to perform the Services, to deliver and support the Deliverables, and to exercise its rights under clause 8, and to sub-license those rights to its Sub-processors and to the subcontractors permitted by clause 17.2 for those purposes only.

6.6 A Deliverable may incorporate third-party or open-source components which are licensed on their own terms. S4W shall identify, on the Client's reasonable written request, the third-party and open-source components materially relevant to the Client's use of a Deliverable. S4W gives no warranty and no indemnity in respect of those components beyond what their own licences provide, and the Client's use of them is subject to those licences.

6.7 Where the Client gives S4W feedback, suggestions or ideas about the Services or the Deliverables, S4W may use them without restriction, obligation or payment, provided it does so subject to clause 9 and without identifying the Client.

6.8 S4W's indemnity in respect of third-party claims of intellectual property infringement is set out in clause 11.7, and is the Client's sole and exclusive remedy in respect of such a claim.

7. CLIENT MATERIALS, DATA PROTECTION AND THIRD-PARTY ACCESS

7.1 As between the parties, the Client owns the Client Materials and all data it holds in the systems with which a Deliverable interacts. Nothing in an Agreement transfers ownership of the Client Materials to S4W, and S4W's rights in them are limited to the licence in clause 6.5 and the rights in clause 8.

7.2 S4W shall not disclose the Client Materials to, or permit access to them by, any third party, except:

    (a) the Sub-processors listed in the DPA, engaged on the terms the DPA requires;

    (b) its own Representatives who need access in order to perform the Services, each of whom is bound by obligations of confidentiality no less onerous than clause 9, and for whose acts and omissions S4W remains responsible;

    (c) a third-party system nominated by the Client, to the extent the Services require the Client Materials to be transmitted to it; and

    (d) where required by Applicable Law or by a lawful request of an Authority, in which case S4W shall, where permitted, notify the Client in advance and give reasonable assistance to limit the scope of the disclosure.

S4W does not sell, rent or licence the Client Materials, and grants no third party any right to use them for that third party's own purposes.

7.3 Where S4W Processes Personal Data on the Client's behalf in connection with the Services, the DPA applies and forms part of the Agreement. The DPA sets out the subject matter, duration, nature and purpose of the Processing, the types of Personal Data and categories of data subject, the security measures S4W applies, the Sub-processors S4W is authorised to engage, the mechanism for any transfer of Personal Data, and the retention, return and deletion arrangements. This clause 7 does not restate those terms, and nothing in these Terms is to be read as varying them.

7.4 In respect of Personal Data Processed by S4W on the Client's behalf in performing the Services, the Client is the Controller and S4W is the Processor, save where the DPA states that S4W acts as an independent Controller for a particular Processing activity.

7.5 Each party shall comply with the Data Protection Laws applicable to it. Neither party's obligations under the Data Protection Laws are transferred to, or assumed by, the other.

7.6 On expiry or termination the Client Materials are returned or deleted in accordance with the DPA and clause 13.5.

8. IMPROVEMENT OF S4W'S SERVICES

8.1 S4W may use data derived from the performance of the Services to develop, test, secure, benchmark and improve its methods, models, tooling and services, including across its client base, provided that any such data is first irreversibly anonymised and aggregated in accordance with the anonymisation provisions of the DPA, such that neither the Client, nor any data subject, nor any Client Material is identifiable and the data is not reasonably capable of re-identification by S4W or by any third party.

8.2 Data irreversibly anonymised and aggregated in accordance with clause 8.1 is not Personal Data and falls outside the allocation of Controller and Processor roles in clause 7.4. For the avoidance of doubt, clause 8.1 does not permit S4W to use identifiable Client Materials, Personal Data or the Client's Confidential Information for its own purposes, and is subject to clause 9 and to the documented-instructions provisions of the DPA.

8.3 Subject to clauses 6, 8.1 and 9, S4W may use the skills, knowledge, experience, know-how and generic techniques and components which it acquires or develops in performing the Services in providing services to any other person. Nothing in this clause 8.3 permits S4W to disclose the Client's Confidential Information or the Client Materials, or to reuse any component which is specific to the Client's business, systems or data.

9. CONFIDENTIALITY

9.1 Each party shall keep the other party's Confidential Information secret, shall use it only for the purposes of performing or receiving the Services and exercising its rights under the Agreement, and shall apply to it at least the standard of care it applies to its own confidential information of like importance, and in any event no less than a reasonable standard of care.

9.2 A party may disclose the other party's Confidential Information to those of its Representatives who need to know it for the purposes described in clause 9.1, provided that it first ensures that each such Representative is bound by obligations of confidentiality no less onerous than this clause 9, and it remains liable for their acts and omissions as if they were its own.

9.3 Clauses 9.1 and 9.2 do not apply to information which:

    (a) is or becomes public knowledge otherwise than as a result of a breach of the Agreement;

    (b) is lawfully obtained by the receiving party, without any obligation of confidence, from a third party entitled to disclose it; or

    (c) is required to be disclosed by Applicable Law, by a court of competent jurisdiction or by an Authority, provided that the disclosing party gives the other party as much notice as is lawful and practicable and discloses only what is required.

9.4 On the written request of the disclosing party, and in any event on expiry or termination of the Agreement, the receiving party shall as soon as reasonably practicable return or securely destroy the disclosing party's Confidential Information in its possession or control, save to the extent it is required to be retained by Applicable Law or is held in an automatic archival or backup system from which retrieval is not reasonably practicable. Confidential Information so retained remains subject to this clause 9 for so long as it is retained. Where the Confidential Information includes Personal Data, the DPA governs its return and deletion and prevails over this clause 9.4.

9.5 Each party acknowledges that damages alone may not be an adequate remedy for a breach of this clause 9, and that the other party may seek injunctive or other equitable relief.

9.6 This clause 9 survives expiry or termination of the Agreement for five (5) years, and indefinitely in respect of any Confidential Information which is a trade secret or which comprises Personal Data.

10. WARRANTIES

10.1 S4W warrants that:

    (a) it shall perform the Services with reasonable care and skill, using personnel with the qualifications, skill and experience reasonably required;

    (b) each Deliverable will, at the time it is delivered and for thirty (30) days afterwards, materially conform to the description of it in the SOW;

    (c) it has, and will maintain, all rights, licences and consents necessary to perform the Services and to grant the licence in clause 6.3; and

    (d) it shall comply with the Applicable Law which applies to it in performing the Services.

10.2 Where a Deliverable does not materially conform as required by clause 10.1(b), and the Client notifies S4W in writing within the period stated there, giving reasonable detail of the non-conformance, S4W shall at its option and at its own cost re-perform the affected Services or correct or replace the affected Deliverable within a reasonable period. That is the Client's sole and exclusive remedy for a breach of clause 10.1(b), save as clause 10.3 provides. Clause 10.1(b) does not apply to the extent that clause 4.4 applies.

10.3 The obligations in clause 10.1(a) and clause 3.6 correspond to the terms implied by section 13 and section 14 respectively of the Supply of Goods and Services Act 1982. Neither of those implied terms is excluded by these Terms, and nothing in clause 10.2 or clause 10.4 is to be read as excluding or restricting them.

10.4 Save as expressly set out in these Terms and in the SOW, and subject always to clause 10.3, all warranties, conditions, representations and terms, whether express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, including as to satisfactory quality, fitness for a particular purpose, or the achievement of any particular result, are excluded to the fullest extent permitted by law.

10.5 S4W gives no warranty and assumes no obligation as to any outcome, result, accuracy rate, conversion rate, volume, saving, revenue or other commercial benefit arising from the Services or from the Client's use of a Deliverable. The Client acknowledges that outputs generated by an artificial-intelligence model may be inaccurate, incomplete or misleading, that they are generated dynamically and cannot be reviewed by S4W in advance, that they do not constitute legal, financial, medical or other professional advice, and that the Client is responsible for reviewing and verifying them, for the decisions it takes in reliance on them, and for the use cases in which it deploys a Deliverable.

10.6 S4W does not warrant that a Deliverable will operate without interruption or error, or that it will be free from unauthorised access. The Client acknowledges that the Deliverables depend on third-party models, interfaces, networks and hosting which S4W does not control, that those may change, degrade or be withdrawn, and that work to accommodate such a change is a change to the SOW to be agreed under clause 3.7.

11. LIABILITY AND INDEMNITY

11.1 Nothing in an Agreement limits or excludes either party's liability for:

    (a) death or personal injury caused by its negligence;

    (b) fraud or fraudulent misrepresentation; or

    (c) any other liability which may not lawfully be limited or excluded.

11.2 Nothing in an Agreement limits the Client's liability to pay Fees properly due and payable, or any interest on them under clause 5.4.

11.3 The cap in clause 11.5 does not apply to:

    (a) S4W's liability under the indemnity in clause 11.7; or

    (b) either party's liability under clause 11.10 in respect of a fine or penalty imposed on the other party by a supervisory authority.

11.4 Subject to clauses 11.1 to 11.3, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

    (a) loss of profits or revenue, whether direct or indirect;

    (b) loss of opportunity or of anticipated savings, whether direct or indirect;

    (c) loss of goodwill or reputation, whether direct or indirect;

    (d) loss or corruption of data, whether direct or indirect; or

    (e) special, indirect or consequential loss or damage.

For the avoidance of doubt, S4W provides no backup, archival or data-recovery service, and the Client is responsible for maintaining its own copies in accordance with clause 4.1(g).

11.5 Cap. Subject to clauses 11.1 to 11.3, each party's total aggregate liability to the other arising under or in connection with an Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees paid by the Client to S4W (or to the Payment Agent on S4W's behalf) in the twelve (12) month period immediately preceding the date on which the event or circumstance giving rise to the relevant claim first occurred. Where that event or circumstance first occurred on or after the date on which the Agreement expired or was terminated, that twelve (12) month period is instead the twelve (12) month period immediately preceding the date of expiry or termination. Where more than one Agreement is in force, the Fees taken into account are all Fees paid in the relevant period, whether under that Agreement or another, and a party's aggregate liability across every Agreement in respect of events or circumstances first occurring in the same twelve (12) month period is subject to that single cap and does not accumulate.

11.6 The cap in clause 11.5 applies to all liability arising under or in connection with the Agreement, including liability arising under or in connection with the DPA and in respect of the Processing of Personal Data, save to the extent that liability may not lawfully be limited. No separate or higher sub-cap applies to liability arising under the DPA or to a data protection claim. Fees paid to the Payment Agent under clause 1.5 count as Fees paid to S4W for the purposes of clause 11.5.

11.7 Intellectual property indemnity. S4W shall indemnify the Client against all losses, damages, costs and expenses (including reasonable legal costs) awarded against, or reasonably incurred by, the Client in connection with any claim brought in the United Kingdom or the European Union that the Client's receipt or use of a Deliverable or of the S4W Materials, in accordance with the Agreement, infringes a third party's Intellectual Property Rights. That indemnity does not apply to a claim to the extent it arises from:

    (a) the Client Materials, or an instruction, specification or approval given by the Client;

    (b) a modification of a Deliverable or of the S4W Materials by any person other than S4W;

    (c) the combination or use of a Deliverable with any item not supplied by S4W, where the claim would have been avoided but for that combination or use;

    (d) use outside the scope of the licence in clause 6.3, or otherwise in breach of the Agreement; or

    (e) continued use after S4W has notified the Client to stop and has offered a non-infringing alternative or a remedy under this clause 11.7.

Where such a claim is made or threatened, S4W may at its option and at its own cost procure for the Client the right to continue using the affected item, modify or replace it so that it is non-infringing while remaining materially conformant with the SOW, or terminate the affected SOW on written notice and refund the Fees paid for the affected Deliverable.

11.8 Client indemnity. The Client shall indemnify S4W, its Affiliates and their respective Representatives against all losses, liabilities, damages, fines, penalties, costs and expenses (including legal and other professional costs on a full indemnity basis) suffered or incurred by any of them arising out of or in connection with:

    (a) any claim that the Client Materials, or S4W's use or Processing of them in performing the Services, infringe the Intellectual Property Rights or other rights of any person, or are unlawful;

    (b) any breach by the Client of clause 4.2;

    (c) any breach by the Client of Applicable Law, including the Data Protection Laws and PECR, in its supply of the Client Materials, in its instructions to S4W, or in its own use or deployment of a Deliverable, including any communication made, sent or received through a Deliverable; and

    (d) any claim by a third party arising from a decision the Client, or any person acting on its behalf, takes in reliance on an output generated by a Deliverable,

save, in each case, to the extent the claim arises from S4W's own breach of the Agreement.

11.9 A party seeking to rely on an indemnity in clause 11.7 or clause 11.8 shall give the indemnifying party written notice of the claim as soon as reasonably practicable, make no admission of liability and no settlement without the indemnifying party's prior written consent (not to be unreasonably withheld or delayed), give the indemnifying party sole conduct of the defence and settlement of the claim, and give it reasonable co-operation, information and access at the indemnifying party's cost.

11.10 Neither party's liability is limited in respect of any fine or penalty imposed on the other party by a supervisory authority to the extent that the fine or penalty is caused by that party's breach of the Agreement or of the DPA, and the party on whom it is imposed may recover its amount from the other party in full.

11.11 Each party shall take reasonable steps to mitigate its loss. Neither party may recover twice in respect of the same loss, whether under an indemnity, as damages, or otherwise.

12. FORCE MAJEURE

12.1 Neither party is liable for any delay in performing, or failure to perform, its obligations under an Agreement to the extent caused by a Force Majeure Event. The affected party's obligations are suspended for the duration of the Force Majeure Event, and each affected date and duration extends accordingly.

12.2 The affected party shall notify the other in writing as soon as reasonably practicable, giving reasonable detail of the Force Majeure Event and its likely duration, and shall use reasonable endeavours to mitigate its effect and to resume performance.

12.3 This clause 12 does not excuse the Client from paying Fees for Services performed, or costs committed, before or during the Force Majeure Event.

12.4 Where a Force Majeure Event continues for thirty (30) days, either party may terminate the affected SOW on written notice, and clause 13.5 applies.

13. TERM AND TERMINATION

13.1 These Terms apply from the first Commencement Date and continue for so long as any SOW is in force between the parties.

13.2 Each SOW runs for the initial term it states. After any initial commitment period stated in the SOW, either party may terminate that SOW for convenience on thirty (30) days' written notice. Where a SOW states no initial commitment period, either party may terminate it for convenience on thirty (30) days' written notice at any time.

13.3 Either party may terminate an Agreement, or every Agreement then in force, immediately on written notice where the other party:

    (a) commits a material breach of the Agreement which is not remediable, or which is remediable and is not remedied within fourteen (14) days of written notice requiring it to be remedied;

    (b) suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business, is unable to pay its debts as they fall due, enters into a composition or arrangement with its creditors, has a receiver, administrator, administrative receiver or liquidator appointed over it or any of its assets, passes a resolution or has an order made for its winding up (other than for a solvent reorganisation), or anything analogous occurs to it in any jurisdiction; or

    (c) in the case of the Client, fails to pay any undisputed sum within thirty (30) days of its due date.

13.4 S4W's right to suspend under clause 4.3(d) or clause 5.5 is without prejudice to its right to terminate under this clause 13, and suspension does not waive any right of termination.

13.5 On expiry or termination of an Agreement:

    (a) all Fees for Services performed, and all costs and non-cancellable third-party commitments properly committed, up to the effective date of expiry or termination become immediately due and payable, and S4W may invoice for them at once;

    (b) each party shall deal with the other's Confidential Information in accordance with clause 9.4;

    (c) any licence granted under clause 6.3 in respect of a Deliverable for which all Fees have been paid in full survives; where Fees for a Deliverable remain unpaid, no licence arises in respect of it, any licence granted under clause 6.4 in respect of it terminates, and the Client shall cease using it and delete all copies in its possession or control;

    (d) S4W shall, where technically practicable and provided no sum is overdue, give the Client read-only access to the project environments and records it holds for thirty (30) days from the effective date, so that the Client may extract the Client Materials;

    (e) S4W shall delete the Client Materials sixty (60) days after the effective date, save to the extent retention is required by Applicable Law or the DPA provides otherwise, and deletion of Personal Data is governed by the DPA; and

    (f) S4W shall provide transition assistance beyond sub-paragraphs (d) and (e) only under a Change Note or a further SOW, chargeable at S4W's then-current standard rates.

13.6 Expiry or termination does not affect any right, remedy, obligation or liability which has accrued at that date. Clauses 1.3, 1.5, 2, 6, 7, 8, 9, 10.3, 11, 13.5, 13.6, 16, 17, 18 and 19 survive expiry or termination.

14. CHANGES TO THESE TERMS

14.1 S4W may amend these Terms, including to reflect legal, regulatory, operational or technical developments, on not less than thirty (30) days' written notice to the Client.

14.2 An amendment notified under clause 14.1 does not apply to a SOW which is in force at the date of the notice unless the Client agrees to it in writing. It applies to every SOW entered into after the amendment takes effect.

14.3 S4W assigns a version number and an effective date to each version of these Terms, publishes the current version at https://s4w.com/terms, and makes superseded versions available to the Client on written request.

14.4 Amendments to the DPA are governed by the DPA and not by this clause 14.

14.5 This clause 14 governs changes to these Terms only. A change to the scope, Deliverables, timetable or Fees of a SOW is made by Change Note under clause 3.7.

15. ANTI-BRIBERY, ANTI-MONEY LAUNDERING AND SANCTIONS

15.1 Each party shall:

    (a) comply with the Bribery Act 2010 and with all other Applicable Law relating to bribery, corruption, fraud, money laundering, terrorist financing and trade, economic or financial sanctions;

    (b) maintain adequate procedures designed to prevent an associated person from committing an offence under the Bribery Act 2010;

    (c) where permitted by law, promptly report to the other party any request or demand for an undue financial or other advantage received in connection with the Services; and

    (d) confirm its compliance with this clause 15 in writing at the other party's reasonable request, and provide the information reasonably required in support of that confirmation.

15.2 Each party warrants, on an ongoing basis, that neither it nor, so far as it is aware, any of its Representatives engaged in connection with the Services has been convicted of an offence involving bribery, corruption, fraud or dishonesty, or is the subject of an investigation or enforcement proceedings by an Authority in respect of such an offence, and that it is not subject to sanctions which would make the performance or receipt of the Services unlawful.

15.3 A breach of this clause 15 is a material breach which is not capable of remedy for the purposes of clause 13.3(a), and the other party may terminate immediately under that clause.

15.4 Each party shall indemnify the other against all losses, liabilities, fines, penalties, costs and expenses arising out of or in connection with its own breach of this clause 15, and clause 11.9 applies to a claim under this indemnity.

16. NOTICES

16.1 A notice given under an Agreement must be in writing and must be sent:

    (a) by hand;

    (b) by registered first class post or recorded delivery to the recipient's registered address, where both the sender and the recipient are based in the United Kingdom;

    (c) by a reputable international courier, where either the sender or the recipient is based outside the United Kingdom; or

    (d) by email to the address the recipient has notified for that purpose.

A notice to S4W by email must be sent to hello@s4w.com with the subject line "Legal Notice"; a notice to S4W by post must be sent to its registered address. A notice to the Client must be sent to the address or email address stated in the SOW or, where none is stated, to the contact nominated under clause 4.1(b). It is the Client's responsibility to keep those details accurate and current.

16.2 A notice is deemed served: if delivered by hand, on the day it is actually received; if sent by registered first class post or recorded delivery, three (3) days after posting; if sent by international courier, five (5) days after the sender deposits it with the courier; and if sent by email, on generation of a delivery receipt by the recipient's server or, if none is generated, on delivery to that server, save that a notice deemed served outside Business Hours is deemed served at the start of the next Working Day.

16.3 The sender of a notice of material breach or of termination shall request a read receipt and shall dispatch a copy by hand or by courier within one (1) Working Day.

16.4 This clause 16 does not apply to the service of any proceedings or other document in a legal action or, where applicable, any other method of dispute resolution.

17. GENERAL

17.1 Assignment. The Client may not assign, novate, charge, subcontract or otherwise transfer or deal with any of its rights or obligations under an Agreement without S4W's prior written consent, not to be unreasonably withheld or delayed. S4W may assign, novate or transfer an Agreement, in whole or in part, to an Affiliate, or in connection with a merger, acquisition, corporate reorganisation or sale of assets or business, on notice to the Client.

17.2 Subcontracting. S4W may subcontract the performance of any of the Services, provided that it remains responsible to the Client for the acts and omissions of its subcontractors as if they were its own, and that each subcontractor is bound by obligations of confidentiality no less onerous than clause 9. Where a subcontractor Processes Personal Data, the Sub-processor provisions of the DPA apply to it.

17.3 Entire agreement. An Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all previous agreements, arrangements and understandings between them in respect of it. Each party acknowledges that in entering into an Agreement it does not rely on, and has no remedy in respect of, any statement, representation, warranty or undertaking other than as expressly set out in the Agreement. Nothing in this clause 17.3 limits any liability for fraud or fraudulent misrepresentation.

17.4 Variation. Except as provided in clause 3.7 and clause 14, no variation of an Agreement is effective unless it is in writing and signed by an authorised representative of each party.

17.5 No partnership or agency. Nothing in an Agreement creates a partnership, joint venture or relationship of employer and employee between the parties, or, save as expressly provided in clause 1.5 in respect of the Payment Agent's agency for S4W, appoints either party the agent of the other or authorises either party to bind the other.

17.6 Third-party rights. Except as set out in this clause 17.6, no person other than a party to an Agreement, and their respective successors and permitted assigns, has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. The Payment Agent may enforce clause 1.5, and S4W's Affiliates and their respective Representatives may enforce clause 11.8. The parties may vary, waive or rescind any provision of an Agreement in accordance with clause 14 and clause 17.4 without the consent of any such person.

17.7 Severance. If any provision or part-provision of an Agreement is or becomes invalid, illegal or unenforceable, it is deemed modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, it is deemed deleted. Any modification or deletion under this clause 17.7 does not affect the validity and enforceability of the rest of the Agreement.

17.8 Waiver. A waiver of any right or remedy is effective only if given in writing and is not a waiver of any subsequent breach or default. A failure or delay in exercising a right or remedy does not waive it or any other right or remedy, and no single or partial exercise prevents any further exercise.

17.9 Non-solicitation. During the Term and for twelve (12) months afterwards, the Client shall not, without S4W's prior written consent, solicit or entice away, or attempt to solicit or entice away, any individual employed or engaged by S4W who has been materially involved in the performance of the Services. A general recruitment advertisement not specifically targeted at such an individual, and the engagement of a person who responds to it, are not a breach of this clause 17.9.

17.10 Publicity. Neither party shall issue a press release or other public announcement about the other, or about an Agreement, without the other's prior written consent. S4W may, subject to the Client's reasonable brand guidelines and to any written opt-out the Client gives, identify the Client as a client of S4W and use the Client's name and logo in client lists and marketing materials, and may describe the Services at a level of generality which does not disclose the Client's Confidential Information.

17.11 Counterparts. A SOW or Change Note may be signed in counterparts, and may be signed electronically, and each counterpart is an original and together they constitute one document.

17.12 Cumulative remedies. The rights and remedies provided under an Agreement are in addition to, and not exclusive of, any rights or remedies provided by law, except where an Agreement states that a remedy is sole and exclusive.

18. ORDER OF PRECEDENCE

18.1 Where there is a conflict or inconsistency between the documents forming an Agreement, the following order of precedence applies, in descending order of priority:

    (a) the DPA, but only in respect of the Processing of Personal Data; in respect of all other matters the DPA ranks below sub-paragraph (c);

    (b) the SOW, including any Change Note, but only in respect of the commercial matters listed in clause 1.3(a), and in respect of a legal matter only where the SOW satisfies the express-variation requirement in clause 1.3; in respect of every other matter the SOW ranks below sub-paragraph (c);

    (c) these Terms, including the definitions and rules of interpretation in clause 2; and

    (d) any other policy or document expressly incorporated by reference into any of the documents listed above.

18.2 Where a conflict or inconsistency arises within a single document listed in clause 18.1, it is resolved in favour of the provision which most specifically addresses the subject matter in dispute; where two provisions are equally specific, the provision appearing later in the document prevails.

18.3 Where there is a conflict or inconsistency between an Agreement and any document which is not expressly incorporated into it, the Agreement prevails.

19. GOVERNING LAW AND JURISDICTION

19.1 Each Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including a non-contractual dispute or claim), is governed by and construed in accordance with the laws of England and Wales.

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

19.3 A Client not domiciled in England and Wales shall appoint and maintain an agent for service of process in England and shall notify S4W of that agent's name and address.

19.4 Nothing in this clause 19 prevents either party from applying to any court of competent jurisdiction for interim or injunctive relief to protect its Confidential Information or Intellectual Property Rights.