General Terms and
Conditions of Purchase UK

EFFECTIVE AS OF JANUARY 1, 2026

These Terms and Conditions (these “Terms”) set forth the agreement under which you (“Seller”) have agreed to supply, Gravity London Limited a company registered in England and Wales under Company Number 06749773 whose registered office is at 69 Wilson Street, London, United Kingdom, EC2A 2BB (“Buyer”), has agreed to purchase, Services (as defined below) as described in a purchase order (each a “Purchase Order” and together with these Terms, the “Agreement”).

Each Purchase Order is subject to these Terms. In the event of any conflict between a Purchase Order and these Terms, these Terms shall prevail unless the parties expressly indicate their desire to supersede these Terms in the Purchase Order. These Terms can be found at [URL to be inserted] (the “URL”).

To the maximum extent permitted by applicable law, Buyer reserves the right to change or modify these Terms from time to time in its sole discretion (“Updated Terms”). If Buyer decides to change these Terms it will post the Updated Terms on the URL and update the effective date set forth above. The Updated Terms will apply to any Purchase Orders executed on or after the effective date of the Updated Terms. The Updated Terms will not apply retroactively, and any existing effective Purchase Orders in place prior to the effective date of the Updated Terms will continue to be governed by the version of these Terms that was in place on the effective date of the Purchase Order until the completion of such Purchase Order. Buyer will provide archive copies of these Terms at the URL.

TO THE EXTENT THAT A PURCHASE ORDER PROVIDES THAT BUYER IS ENGAGING SELLER IN CONNECTION WITH A PROJECT (OR PROJECTS) FOR A SPECIFIC BUYER CUSTOMER, SELLER ACKNOWLEDGES AND AGREES THAT SELLER WILL BE BOUND TO BUYER TO THE SAME EXTENT THAT BUYER IS BOUND TO THE SPECIFIED BUYER CUSTOMER WITH RESPECT TO SUCH PROJECT(S), INCLUDING WITHOUT LIMITATION ALL TERMS OF THE CUSTOMER’S AGREEMENT WITH BUYER. Buyer will, upon Seller’s request, provide Seller a copy of the applicable agreement with Buyer’s applicable customer, provided however, that Buyer shall be entitled to redact any information it deems confidential or proprietary. Without prejudice to the above, the parties do not intend any third party to have the right to enforce any provision of this Agreement under the Contracts (Rights of Third Parties) Act 1999

1. ACCEPTANCE OF PURCHASE ORDER. Buyer offers to purchase the services and, if applicable, related deliverables (collectively, “Services”) as described in a Purchase Order delivered by Buyer. Each Purchase Order provided by Buyer shall be deemed accepted by Seller and shall become a binding contract upon the earlier of: (a) being signed by Seller and returned to Buyer, or (b) Seller commencing performance under the Purchase Order. Seller waives all terms and conditions contained in its quotation, acknowledgment, invoice or other documents which are different from, inconsistent with or additional to those contained in the Purchase Order or the Terms, and all such different or additional terms and conditions shall be null and void and are expressly rejected by Buyer. The Agreement comprises the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Seller acknowledges and agrees that certain Buyer Affiliates may submit Purchase Orders and that in such case, these Terms will apply to such Purchase Order and any reference to Buyer shall mean such Buyer Affiliate. In the event that a Buyer Affiliate submits a Purchase Order, that specific Buyer Affiliate shall stand in the place of Buyer in this Agreement (and shall be deemed a “party” to this Agreement) for purposes of such Purchase Order and shall be the only entity liable to Seller for any obligations of the Buyer Affiliate under such Purchase Order and Gravity London Limited shall incur no liability or obligation with respect to its Affiliate Purchase Orders. “Affiliate” means, with respect to a party, any person or entity that directly or indirectly controls, is controlled by, or is under common control with, such party. “Control” means to have the right to vote more than 50% of the equity interests having the right to vote for the election of the board of directors (or similar governing body) of such party.

2. DELIVERY- NOTICE OF DELAY. Time is of the essence in fulfilling Seller’s obligations under each Purchase Order (including, without limitation, any milestones or similar required dates of performance or delivery). Any such dates are strict performance deadlines, unless otherwise expressly set forth in the Purchase Order. Failure to perform in accordance with the delivery and performance schedule in the Purchase Order, if not excused with Buyer’s express written consent, shall be a material breach. Seller shall notify Buyer in writing immediately of any actual or potential delay in the performance of any Purchase Order (or any portion thereof). If Seller is unable or fails to deliver or perform as scheduled, Buyer may “cover” by making, in good faith, a purchase of substitute services for those Services due from Seller under the delayed or breached Purchase Order. In such event, Seller shall pay Buyer, promptly upon Buyer’s request, the difference between the cost paid by Buyer for the substitute services and the agreed upon price for the applicable delayed Services under the Purchase Order, together with any incidental, consequential, indirect and other similar damages incurred by Buyer arising in connection with such delay. In addition to the foregoing sentence and in addition to any rights Buyer may have in law or in equity, Buyer may cancel any Purchase Order (or any portion thereof) if performance is not completed by the dates or times set forth in the Purchase Order.

3. TERMINATION FOR CONVENIENCE. Buyer may, by giving not less than 15 (fifteen) days notice in writing to Seller, terminate any Purchase Order in whole or in part for convenience and without cause and without incurring any liability to Seller other than payment for Services properly performed and actual costs directly incurred by Seller to complete the terminated Purchase Order (or portion thereof), in each case prior to Buyer providing the termination notice (which costs must be shown via documentary evidence reasonably acceptable to Buyer). In no event shall Seller be entitled to profit or overhead on such amounts. In the event of partial termination, Seller shall not be excused from performance of the non-terminated portion of the Services and the price for the Services set forth in the Purchase Order shall be equitably adjusted to reflect the reduced scope of Services. Regardless of the reason for termination, Seller shall immediately cease all work under a terminated Purchase Order (or, in the case of partial termination, the terminated portion thereof) upon receipt of written termination notice from Buyer and shall use best efforts to mitigate any amounts that may be owed by Buyer to Seller related thereto.

4. TERMINATION FOR DEFAULT. Buyer may, by notice in writing to Seller, terminate any or every Purchase Order in whole or in part if Seller (a) fails to perform any portion of any Purchase Order or adhere to any provision of these Terms, or (b) in Buyer’s reasonable judgment, fails to make progress as to endanger performance of any Purchase Order, and in each case, does not cure such failure, if curable, within a period of ten (10) days from the date of written notice from Buyer to Seller specifying reasonable details of such failure (provided that any termination shall be effective immediately if (i) the default cannot reasonably be cured or (ii) Buyer has previously notified Seller of the same or similar default). Termination by Buyer shall be in addition to any other remedy available to Buyer hereunder or at law or in equity. Seller may terminate a Purchase Order for Buyer’s default of such Purchase Order if Seller notifies Buyer of such default and (i) if the default is due to Buyer’s failure to timely make payment, such default is not cured within thirty (30) days of Buyer’s receipt of such notice from Seller or (ii) if the default is due to any other reason, such default is not cured within twenty (20) days of Buyer’s receipt of such notice from Seller. Any such termination by Seller shall be limited to the Purchase Order (or portion thereof) directly in default. In the event of such termination by Seller, Seller’s sole and exclusive remedy shall be receipt of Buyer’s payment for Services properly performed by Seller prior to the effective date of such termination.

5. FORCE MAJEURE. Neither party shall be liable for any failure to perform under a Purchase Order where such failure to perform is caused by the following circumstances beyond its control (provided that such party uses its best efforts to mitigate such failure to perform and seek alternative arrangements to fulfill its obligations under the Purchase Order(s)): acts of God, fire, flood, acts of war, terrorism, or other natural disasters (each a “Force Majeure Event”). If Seller experiences a Force Majeure Event causing a delay of performance of Service of more than thirty (30) days, Buyer may terminate the applicable Purchase Order without liability.

6. PROPRIETARY RIGHTS.

1. 1. “Intellectual Property” means copyrights, trademarks, patents, creations of the mind, ideas, know-how, works of authorship, symbols, names, images, and designs, including without limitation those embodied in technical data, information, computer software, drawings, formulae, specifications, diagrams, processes, know-how, procedures and technology and all legal rights in the foregoing

   2. “Works” shall mean manifestations of Intellectual Property created under the Agreement (including without limitation embodied in any deliverables delivered under a Purchase Order).
   3. Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of the Agreement (“Background Intellectual Property”) shall continue to be owned by the party that developed or otherwise owns the Background Intellectual Property and associated rights.
   4. Seller agrees to make prompt and complete written disclosure to Buyer of all inventions, data, designs, procedures, processes, computer software, information and all other Intellectual Property conceived, made or developed as a result of work performed under the Agreement (the “Inventions”). Seller agrees to keep necessary records supporting such Inventions and discoveries and will furnish the same to Buyer upon request.
   5. All Inventions and Works and any Intellectual Property therein (other than Background Intellectual Property) shall be the sole property of Buyer. Buyer shall have the full right to use such Inventions and Works in any manner without any claim on the part of Seller and without any duty to account to Seller for such use. Seller hereby assigns (and in the case of copyright, by way of a present assignment of future copyright) all of the Intellectual Property Rights in the Works and deliverables (excluding any Intellectual Property Rights in any Seller’s Background Intellectual Property and any licensed Third Party Intellectual Property to the extent these are included in the Deliverables, subject to item f) below) which are capable of being assigned together with the right to sue for past infringement of the Intellectual Property Rights in the Deliverables. Where a present assignment of future rights is not legally permissible or competent or is otherwise not possible, for whatever reason, Seller hereby undertakes to assign such Results to Buyer promptly upon creation (and in any event upon the written request of Buyer), and until such assignment becomes effective, Seller holds legal title in these rights on trust for Buyer and hereby grants, or shall grant, or cause to be granted (as the case may be) to Buyer an exclusive, worldwide, perpetual, irrevocable, unlimited, royalty-free, fully paid-up and transferable license, with a right to sublicense through multiple tiers, to the Works and. To the fullest extent permitted by law, Seller hereby irrevocably and unconditionally waives, and shall procure that all individuals involved in creating the Works irrevocably and unconditionally waive, all moral rights (including the right of paternity and the right of integrity) in the Works arising under the Copyright, Designs and Patents Act 1988 or any equivalent legislation in any jurisdiction, in favour of Buyer and its successors and assigns. Seller shall not, unless otherwise authorized in writing by Buyer, disclose to anyone other than Buyer any Inventions or Works or other data developed under the Agreement or any information disclosed to Seller by Buyer and shall not use such Inventions, Works or information for any purpose other than the performance of the applicable Purchase Order, either for itself or for third party benefit.
   6. Seller shall not include any third-party Intellectual Property in any Works delivered or provided hereunder without the express written consent of Buyer. Seller hereby grants, and agrees to grant or provide to Buyer an unlimited, irrevocable, fully paid-up, royalty-free right and license to make, have made, sell, offer for sale, use, execute, reproduce, display, perform, distribute (internally or externally) copies of, and prepare derivative works of any Background Intellectual Property owned by Seller that is included in any Work or any Intellectual Property created for Buyer or of any third-party Intellectual Property included in the Works or Inventions.
   7. The Agreement does not confer or grant to Seller or any other party, in any manner whatsoever, any license or right under any patent, trademark, trade secret, mask work, copyright or other Intellectual Property right held by Buyer, unless specifically set forth in the body of the Purchase Order.
   8. All physical drawings, specifications, plans or other tangible items supplied by Buyer shall be and remain the property of Buyer (“Buyer’s Property”). Buyer’s Property shall be used by Seller only in its performance of the Agreement. Seller shall maintain Buyer’s Property using a standard of care that meets or exceeds the standard of care used by Seller to maintain its own property and Seller shall be responsible for all loss or damage thereto. Seller shall properly mark any Buyer Property as Buyer’s Property upon receipt and shall, upon written request, provide a list of all Buyer Property (i) in Seller’s possession and/or (ii) needed for a particular Purchase Order. All Buyer Property shall be returned to Buyer upon the termination or completion of the applicable Purchase Order.

7. WARRANTIES.

1. Seller represents and warrants the following:

   1. it is not contractually prohibited from engaging in the Services, and it is not a party to any agreement or under any obligation which conflicts with any Purchase Order or these Terms or which prohibits Seller from carrying out its responsibilities hereunder and thereunder;

   2. it holds all necessary licenses and permits required to perform under the Agreement (and all such licenses and permits are in full force and effect);

   3. the Services, and Seller’s performance under all Purchase Orders will comply with all applicable laws, rules, and regulations;

   4. the Services are and will be free of any third-party claim, including but not limited to any claims that the Services, or Buyer’s benefit thereof, will in any way infringe or contribute to the infringement of any Intellectual Property and no claim, action or suit alleging any such infringement or contribution to infringement is pending or threatened against Seller, its affiliates or their employees, agents, suppliers or Subcontractors;

   5. Seller possesses the requisite expertise, facilities, and equipment necessary and appropriate to perform the Services, and all Services will be performed in accordance with the highest standards of care and diligence practiced by persons performing similar services and in a professional and workmanlike manner;

   6. it will maintain complete and accurate records relating to the provision of the Services under the Agreement, including records of the time spent and materials used by Seller in providing the Services (if required by the Purchase Order) in such form as Buyer shall approve; and

   7. it will perform the Services in strict accordance with the applicable Purchase Order and any specifications, details or requirements provided by Buyer.

2. Any reperformance of Services will also be subject to the warranties set forth in this Section 7. All warranties shall be for the benefit of Buyer, its successors, assigns, and customers. Buyer’s test, inspection, acceptance, payment for or use of the Services shall not affect Seller’s obligations under these warranties.

3. If any Services fail to conform to the warranties set forth herein, Seller shall, at Buyer’s option: (i) re-perform all such nonconforming Services at Seller’s sole cost or (ii) provide a full refund for the non-conforming Services. If Buyer elects for re-performance and Seller fails to correct such defects within ten (10) days from the date the Buyer notifies Seller of the defect, Buyer may, in addition to any other remedies available at law or in equity, either (y) make such corrections or replace such Services and charge Seller with all costs incurred with respect thereto, or (z) revoke its acceptance of the Services in which event Seller shall be obligated to refund the fee pertained to such Services. Seller shall compensate Buyer for any related costs (including without limitation, consequential, indirect, incidental and other similar losses or damages) incurred by Buyer in connection with Seller’s failure to remedy a breach of warranty in conformance with this Section 7.

8. SUBCONTRACTING.If Seller intends to use any subcontractors or third parties (“Subcontractor”) in connection with its performance under the Agreement, Seller must obtain Buyer’s consent prior to engaging such Subcontractor, which may be given or withheld in Buyer’s sole discretion. Buyer’s approval shall not relieve Seller of its obligations under the Agreement, and Seller shall remain fully responsible for the performance of each such Subcontractor and its employees and for their compliance with all of the terms and conditions of the Agreement as if they were Seller’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Buyer and any Subcontractor. Seller shall require each Subcontractor to be bound in writing by confidentiality terms at least as restrictive as the confidentiality provisions of the Agreement, and, to enter into intellectual property assignment or license agreements to effectuate the Intellectual Property rights set forth in Section 6, in a form that is reasonably satisfactory to Buyer. Seller shall ensure that all Subcontractors are properly licensed, certified or accredited as required by applicable law and are suitably skilled, experienced and qualified to perform the Services.

9. CONFIDENTIALITY OBLIGATIONS. From time to time, either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) Confidential Information of the Disclosing Party. “Confidential Information” means the terms of this Agreement and any information about a Disclosing Party’s business affairs, goods and services, and non-public information and materials comprising or relating to the Intellectual Property rights, or other sensitive or proprietary information of the Disclosing Party or any third party disclosed hereunder, whether orally or in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential.” Notwithstanding the foregoing, Confidential Information does not include information that, at the time of disclosure (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of the Agreement by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not and was not prohibited from disclosing such Confidential Information; or (c) was known by or in the possession of the Receiving Party prior to being disclosed by or on behalf of the Disclosing Party. For the avoidance of doubt, all Works and Inventions and any Intellectual Property therein shall be considered Confidential Information of Buyer. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information in its possession or control with at least the same degree of care as the Receiving Party would protect its own Confidential Information of a similar nature and importance, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under the Agreement; and (iii) not disclose any such Confidential Information to any Person, except to the Receiving Party’s employees or agents (or in the case of Buyer, Buyer’s customers) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights (or receive the benefit of the Services) or perform its obligations under the Agreement. Any person with whom the Seller shares Buyer’s Confidential Information shall be bound by confidentiality restrictions at least as restrictive as provided in this Section 9. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the Disclosing Party pursuant to the order or requirement of a court, administrative agency, or other governmental body of competent jurisdiction, provided that the Receiving Party required to make such a disclosure gives reasonable notice to the Disclosing Party (if permitted by law) prior to such disclosure to allow the Disclosing Party to contest such order or requirement. Each party’s obligations under this Section 9 will be binding upon such party’s heirs, successors, and assigns, and shall survive the termination or expiration of any Purchase Order or the Agreement for a period of five (5) years; provided, however, that obligations with respect to trade secrets shall survive indefinitely. At the request of the Disclosing Party, the Receiving Party shall (at the Disclosing Party’s option) return the Confidential Information to the Disclosing Party, or destroy it and, upon the Disclosing Party’s request, certify that it has taken such action.

10. INSPECTION. All Services and any documentation or material provided in connection therewith shall be subject to inspection by Buyer (and if applicable, Buyer’s customers) before, during and after performance. If any of the Services shall be found upon inspection to be defective (including in violation of the warranties set forth in Section 7), Buyer may at its option and sole discretion, in addition to such other rights, remedies and choices as it may have by contract, law or equity (a) reject such Services; and/or (b) require Seller to reperform nonconforming Services. If Buyer shall elect option (b) above and Seller shall fail to promptly make the necessary reperformance, Buyer may, at its option, and without effect of other rights and remedies available to Buyer, rework (itself or through a third party) the nonconforming Services and charge back Seller for the required work. In the event any Services are rejected by Buyer, Seller shall pay to Buyer all reasonable expenses incurred by Buyer in connection therewith. Buyer’s acceptance of any non-conforming performance of Services shall not constitute a waiver of its right to reject future performances or a waiver of any claim which Buyer may have regarding the accepted Services.

11. TITLE. ACCEPTANCE PERIOD. Title to the deliverables included in the Services passes to Buyer upon delivery of the deliverables to Buyer’s specified location. Any shipping terms for the applicable deliverables included in the Services (if any) shall be set forth in the Purchase Order. Each Service and Deliverable shall be set forth in a Purchase Order in detail sufficient for a reasonable person to read and understand, including the scope, nature, and content of such Service & Deliverable or other milestone, and the Acceptance Criteria, as applicable, for each Service & Deliverable. Each Service & Deliverable shall be subject to acceptance by Buyer to verify that it complies with the requirements of this Agreement and that it conforms to its description and specifications to which the parties have mutually agreed (“Acceptance Criteria”). The Acceptance Criteria for each Service & Deliverable include but are not limited to on-time delivery quality and revision rate, adherence to budget, responsiveness to Buyer’s requests, customer satisfaction, and any other criteria provided in a Purchase Order, or otherwise mutually agreed in writing. Buyer will make commercially reasonable efforts to accept or reject Services & Deliverables within ten (10) business days from receipt from Seller unless a different Acceptance Period is expressly set forth in an applicable Purchase Order (“Acceptance Period”)

12. CHANGES. Buyer shall have the right, upon notifying Seller, to suspend or make changes from time to time in any Purchase Order, including without limitation in the scope, specifications, or the performance date. If any such change affects the cost of such Services, an equitable adjustment may be made upon written agreement by Buyer and Seller, but any claim by Seller for adjustment shall be asserted within thirty (30) days from its receipt of the change notice from Buyer. Any changes to the terms of a Purchase Order must be approved in writing by Buyer before the Seller implements any such change. Should Seller change the Services without prior written approval from Buyer, Buyer shall not be liable for charges related to such changes.

13. PAYMENT; TAXES. As full consideration for the Services, and the assignment of rights to Buyer as provided herein, Buyer shall pay Seller the amount agreed upon and specified in the applicable Purchase Order. Prices in the Purchase Order shall be firm and may not be changed without Buyer’s written consent. Notwithstanding the foregoing, in no event will the price charged by Seller under any Purchase Order be less favorable than the lowest price charged by Seller to other customers purchasing similar Services, and that any price reduction extended to others by Seller shall also be extended to Buyer. Payment shall not constitute acceptance. Unless otherwise specified in the Purchase Order, each invoice submitted by Seller shall be provided to Buyer within thirty (30) days of completion of the Services. Buyer reserves the right to dispute all incorrect invoices. Buyer shall receive a 2% discount of the invoiced amount for all invoices that are submitted more than thirty (30) days after completion of the Services (without prejudice on other remedies which may be available to Buyer). Buyer shall pay the undisputed invoiced amount within the time period specified in the Purchase Order, or if no payment period is specified, within forty-five (45) days of receipt of a compliant invoice. Prices shall include, and Seller shall be liable for and pay, all taxes, duties, or tariffs imposed on or measured by each Purchase Order. Where required by law, Buyer may deduct from any payments due to Seller hereunder such taxes as Buyer shall be required to withhold and pay such taxes to the relevant tax authorities. To the extent that Buyer disputes any amounts set forth in an invoice, Seller shall continue to perform its obligations under the Purchase Order notwithstanding any such dispute. The prices expressly set forth in the Purchase Order continue Buyer’s only payment obligations and Buyer shall not be responsible for any other costs or expenses of Seller.

14. ASSIGNMENT. Seller shall not and shall cause its affiliates not to, directly, indirectly, voluntarily or involuntarily, in each case, whether by transfer, operation of law, assignment or Change of Control (as defined below), assign or transfer any of its rights or interest or delegate any of its obligations hereunder or under any Purchase Order (each, an “Assignment”), without Buyer’s prior written consent. No purported Assignment, with or without Buyer’s consent, shall relieve Seller of any of its obligations or prejudice any rights or claims that Buyer may have against Seller. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of Seller of more than fifty percent (50%) of the voting stock of the Seller; (ii) a merger or consolidation in which the Seller is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Seller; or (iv) a liquidation or dissolution of the Seller.

15. SET-OFF. Buyer shall, upon written notice to Seller, be entitled at all times to set off any amount owing from Seller to Buyer or any of its affiliated companies against any amount payable by Buyer.

16. INDEMNITY AND LIMITATIONS.

1. 1. Seller shall indemnify, defend and save Buyer, its affiliates, subsidiaries and its and their customers, and respective officers, directors, employees and agents (“Indemnitees”) harmless from and against all claims demands, litigation, or proceedings of whatever kind, and resulting costs, expenses and liability (including attorney’s fees), which arise from (i) claimed or actual infringement or violation of any Intellectual Property in connection with the sale, performance or use of the Services (including without limitation any infringement on Intellectual Property by the Works or Inventions), (ii) any act or omission of Seller or any of its Subcontractors (including any Seller negligence), or (iii) any breach by Seller of its warranties and obligations under these Terms or an applicable Purchase Order. With respect to any claim subject to this Section 16, Seller shall, if requested by Buyer, promptly undertake the defense of such claim with counsel acceptable to Buyer. Where Seller has undertaken the defense of a claim, Seller may not settle any such claim without Buyer’s prior written consent. Nothing herein will restrict the right of Buyer to participate in the defense of an indemnification claim through its own counsel, at its own expense.

   2. IN NO EVENT SHALL BUYER BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, INDIRECT OR OTHER SIMILAR DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM OF ANY KIND ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR ANY SCOPE OF WORK, WHETHER BASED IN CONTRACT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FEE FROM THE PURCHASE ORDER UNDER WHICH LIABILITY OCCURS. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY'S LIABILITY FOR: (I) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

17. INSURANCE. Without limiting Seller’s liability or indemnification obligations under the Agreement, until each Purchase Order is completed and for a period of two (2) years thereafter, Seller shall, at its own expense, maintain and carry minimum insurance coverages below in full force. Upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer(s) or insurance broker evidencing the insurance coverage specified in these Terms.

Seller is required to carry no less than the following insurance policies:

1. 1. Public and Products Liability insurance with a minimum limit of £2,000,000 per occurrence and £5,000,000 in the aggregate;

   2. Employers' Liability insurance at the statutory minimum of £5,000,000 as required under the Employers' Liability (Compulsory Insurance) Act 1969;

   3. Professional Indemnity (Errors & Omissions) insurance with a minimum limit of £1,000,000 per claim and £2,000,000 in the aggregate; and

   4. Cyber Liability insurance with a minimum limit of £1,000,000 per occurrence covering data breaches, unauthorised access, and related liabilities.

18. The certificate of insurance for commercial general liability coverage shall name Buyer as an additional insured. Seller shall provide Buyer with sixty (60) days’ advance written notice in the event of a cancellation, non-renewal, or material change in Seller’s insurance policies. Seller shall provide a waiver of subrogation in favor of Buyer. Seller’s insurance policies will be written on a primary, non-contributory basis with any other insurance coverages or self-insurance carried by Buyer. Seller shall use insurance carriers that are authorised and regulated by the Financial Conduct Authority (FCA) and/or the Prudential Regulation Authority (PRA).

19. INSOLVENCY. If Seller ceases to conduct its operations in the normal course of business, including inability to meet its obligations as they mature, or if any proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, all Purchase Orders shall, at the election of Buyer, terminate without liability to Buyer, except for liability for Services already properly performed in accordance with these Terms and the applicable Purchase Order.

20. ENTIRE AGREEMENT. No course of prior dealings between the parties, no usage of the trade, and no prior or contemporaneous agreement, representation or understanding, oral or written, shall be relevant to determine the meaning of this Agreement.

21. WAIVER. The failure of Buyer to enforce at any time or, for any period of time, any of the provisions hereof shall not be construed to be a waiver of such provisions, nor the right of Buyer thereafter to enforce each and every such provision.

22. CONTINUOUS IMPROVEMENT. Seller agrees to use its best efforts to continually improve upon the quality and cost of the Services and will, upon Buyer’s request, provide updates from time to time on the steps taken to make such improvements.

23. ANTI-CORRUPTION.Seller warrants that it shall not violate or cause the Buyer to violate the United Kingdom Bribery Act (“UKBA”) of 2010, as amended, and its implementing regulations in connection with Seller’s sale and performance of the Services, and that Seller does not know or have reason to believe that any consultant, agent, representative or other person retained by Seller in connection with the Services has violated, nor caused Seller to violate the UKBA. Where Seller learns of or has reason to know of any violation of the UKBA in connection with the performance of Services, Seller shall immediately advise Buyer.

24. GENERAL COMPLIANCE WITH LAWS. By the acceptance of any Purchase Order Seller covenants and agrees that it will perform the Services in strict compliance with all applicable laws, codes, ordinances, regulations, executive orders and industry standards.

25. APPLICABLE LAW; DISPUTES. Irrespective of the place of performance, the Agreement shall be construed and interpreted according to the laws of England and Wales . The exclusive forum for adjudication of any disputes arising out of the Agreement shall be the courts of England and Wales and the parties hereby consent to personal jurisdiction and venue in such courts in any proceeding.

26. CYBER SECURITY STANDARDS. Seller shall implement and maintain a written information security program including appropriate policies, procedures, and risk assessments that are in accordance with the highest industry standards and reviewed at least annually. Without limiting the foregoing, Seller shall implement administrative, physical, and technical safeguards to protect Confidential Information and Work from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage and shall ensure that all such safeguards, including the manner in which Confidential Information and Works is created, collected, accessed, received, used, stored, processed, disposed of, and disclosed, comply with all applicable data protection laws, as well as these Terms. Seller shall immediately (and in any event, no later than seventy-two (72) hours from the occurrence of such event) notify Buyer of any attempted or actual destruction, loss, alteration, or unauthorized disclosure or access of any Buyer information (including Buyer Confidential Information or Works) or any other breach of Seller’s data or information security systems. In such event, Seller shall immediately take all necessary steps to secure Buyer’s information and data from further vulnerability and Seller shall be responsible for all losses, costs and expenses incurred by Buyer in connection with such destruction, loss, alteration or unauthorized access (including, without limitation, consequential, indirect, incidental and other similar damages).

27. CUMULATIVE REMEDIES. The rights and remedies available to Buyer under each Purchase Order and these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.

28. SPECIFIC PERFORMANCE. Each party acknowledges and agrees that (a) a breach or threatened breach by such party of any of its obligations under Section 9 would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy, and (b) in the event of a breach or a threatened breach by such party, the other party shall, in addition to any and all other rights and remedies that may be available to such party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy.

29. PUBLICITY. Unless otherwise required by law, Seller shall not issue any press release or other publicity materials or make any presentation with respect to the existence of any Purchase Order without Buyer’s prior written consent. Seller shall not publicize or use any name, trade name, service marks, trademarks, trade dress or logos of Buyer nor identify Buyer as a customer without Buyer’s prior written consent.

30. RELATIONSHIP OF THE PARTIES. Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have the authority to bind the other party in any manner whatsoever. Each Purchase Order is a non-exclusive agreement. Buyer is free to engage others to perform Services, the same as or similar to Seller’s Services. Buyer shall not carry any worker’s compensation insurance or any health or accident insurance to cover Seller. Buyer shall not pay any National Insurance Contributions, income tax, or other employment-related levies or withholdings in respect of Seller or its personnel, nor provide any other contributions or benefits that might be expected in an employer/employee relationship. Seller agrees that it will be solely responsible for, and that it will report and pay, all taxes, National Insurance Contributions, and other assessments due to HM Revenue & Customs (including all obligations arising under the off-payroll working rules (IR35) where applicable) for it or its employees and subcontractors. Seller shall indemnify and hold harmless Buyer for any liabilities arising from Seller's failure to comply with applicable legal obligations related to its employees and subcontractors (including, without limitation, PAYE, National Insurance, and any employment-related statutory obligations).

31. AUDIT. Upon reasonable notice during the term of any Purchase Order and for two years thereafter, Seller shall provide and shall cause Seller’s approved Subcontractors to provide to Buyer or its representatives, including its external auditors, access to Seller’s data, records and systems relating to the Services for the purposes of: (a) verifying the integrity and security of Buyer data; (b) observing Seller’s performance of its obligations under each Purchase Order and these Terms; and (c) enabling Buyer to comply with all applicable laws, rules, regulations and industry standards.

32. SEVERABILITY; AMENDMENT. The invalidity of any provision contained herein will not affect the validity of any other provision. If any term of this Agreement is deemed invalid, the parties shall work in good faith to amend the Agreement such that the Agreement reflects the original intent of the parties as closely as possible. These Terms and any Purchase Order may be amended or modified only by a written instrument separately signed by Buyer and Seller.

33. SURVIVAL.All provisions of these Terms which by their nature should apply beyond any termination, expiration or completion will survive the completion, expiration or termination of a Purchase Order, including without limitation, Sections 6 (Proprietary Rights), 7 (Warranties), 9 (Confidentiality), 15 (Set-Off) 16 (Indemnity), 17 (Insurance), 23 (General Compliance With Laws), 24 (Applicable Law; Disputes), 25 (Cyber Security Standards), 26 (Cumulative Remedies), 27 (Specific Performance), 28 (Publicity), 30 (Audit), 34 (Open Source), and 36 (Data Protection).

34. NOTICES. All notices, consents, claims, demands, waivers and communications hereunder (each a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Purchase Order or to such other address as may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight carrier (all fees prepaid), facsimile (with confirmation of transmission), certified or registered mail (return receipt requested, postage prepaid) or email.

35. OPEN SOURCE. To the extent any Service or Works incorporates open source components, Seller’s use of such open source components shall be governed by, and be in accordance with the terms and conditions of the applicable open source license (“Open Source License”). Seller shall: (a) identify and describe each of the open source components used, (b) provide Buyer a complete, machine-readable copy of the source code for each such open source component in accordance with the terms of the corresponding controlling Open Source License, and (c) ensure that Buyer’s intended use of the Service and the purpose for which the Service was performed are permitted under the applicable Open Source License. For purposes of this Section 34, open source components means any software component that is subject to any open source license agreement, including software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other similar license.

36. LANGUAGE. The parties have specifically required that all documentation involved or connected with any Purchase Order and the Agreement be drafted in English.

37. DATA PROTECTION. If Seller processes, receives or has access to personal data (as defined under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018) during the course of any Purchase Order, Seller will be solely responsible for compliance with the UK GDPR, the Data Protection Act 2018, and all other applicable data protection laws with respect to protecting the privacy and security of the personal data. In such event, Seller shall be subject to the terms of the data processing addendum available at Data Processing Addendum.