Terms and Conditions

BRAWN TERMS AND CONDITIONS VERSION 1.0 (“TERMS AND CONDITIONS”)

SECTION A: CORE TERMS

These Core Terms shall always apply.

  1. 1.

    PRIMARY OBLIGATIONS AND WARRANTIES

    1. 1.1.

      Brawn shall:

      1. 1.1.1.

        provide the Services in the Territory in accordance with the Specification;

      2. 1.1.2.

        use all reasonable care and skill in the performance of the Services (including in the collection and collation of any data
        on which the Services are based or which is comprised within the Services); and

      3. 1.1.3.

        use suitably qualified personnel in the provision of the Services.

    2. 1.2.

      The Client shall provide Brawn with any information or assistance which the parties have agreed the Client shall provide in order for
      Brawn to perform its obligations under this Agreement and shall use all reasonable endeavors to ensure that any such information provided to Brawn is
      complete, accurate and in the agreed format.

    3. 1.3.

      Each of the parties shall:

      1. 1.3.1.

        where there is a Project Timetable, use all reasonable endeavors to perform its obligations under this Agreement in
        accordance with the Project Timetable; and

      2. 1.3.2.

        ensure that its personnel, whilst on the premises of the other party, comply with that party’s reasonable requirements
        governing security and health and safety as have been notified to it.

    4. 1.4.

      Each party warrants that:

      1. 1.4.1.

        it has the full power and authority to enter into this Agreement;

      2. 1.4.2.

        it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply
        with its obligations under this Agreement and for the grant of rights to the other party under this Agreement; and

      3. 1.4.3.

        the use by the other party as permitted by this Agreement of any information, data, software, documentation, scorecards
        and/or services which it provides to the other party shall not infringe any third party Intellectual Property Rights in the Territory.

    5. 1.5.

      The warranties expressly set out in this Agreement are the only warranties that each party gives to the other in respect of the subject
      matter of this Agreement. All other warranties, representations or terms of equivalent effect that might be implied by law are excluded to the extent
      permitted by law.

  2. 2.

    TERM

    1. 2.1.

      This Agreement shall be deemed to have commenced on the Commencement Date and, subject to the provisions for early termination set out
      in this Agreement, shall continue for the Initial Term and thereafter unless terminated by either party serving on the other not less than the Minimum
      Notice Period to expire on or after the end of the Initial Term.

  3. 3.

    PAYMENTS AND INVOICING

    1. 3.1.

      The Client shall pay the fees set out in the Schedule.

    2. 3.2.

      Apart from any sums which are stated in the Schedule to be payable in accordance with a specified payment timetable, all sums payable by
      the Client to Brawn will be invoiced monthly in arrears. All invoices are payable in cleared funds within 30 days after the date of the relevant
      invoice.

    3. 3.3.

      If any sum payable by the Client to Brawn is not paid in cleared funds by its due date, Brawn shall be entitled to charge interest on
      the overdue amount at 2% per annum above Barclays Bank plc’s base rate from time to time. Interest will accrue on a daily basis from the due date up to
      the date of actual payment, after as well as before judgment. In addition, Brawn shall, on giving written notice to the Client, be entitled to suspend
      provision of the Services with immediate effect until the overdue amount is paid in full.

    4. 3.4.

      If under this Agreement the Client agrees in the Schedule to pay a minimum fee over any particular period, and it does not meet such
      minimum fee requirement in that period, Brawn shall be entitled to invoice the Client for the difference between the relevant fees actually payable in
      respect of that period and such minimum fee. Any such amount shall be payable to Brawn as a debt.

    5. 3.5.

      All sums referred to in this Agreement are exclusive of VAT or any other similar sales or turnover tax (if applicable); such taxes shall
      be payable on the same payment terms as apply to the sums to which the taxes relate.

    6. 3.6.

      The fees set out in the Schedule will be fixed, save that Brawn shall be entitled to increase the fees on the date(s) set out in the
      Schedule (or, if none, then each anniversary of the Commencement Date) by such percentage as is equal to the percentage increase in the Relevant Index
      for the most recent period of 12 consecutive months for which figures are available.

  4. 4.

    NATURE AND USE OF THE SERVICES

    1. 4.1.

      Brawn’s services are not intended to be used as the sole basis for any business decision, nor to relieve the Client of its
      obligation to comply with its own obligations under Applicable Law. Brawn Data is based upon data which is provided by third parties, the accuracy
      and/or completeness of which it would not be possible and/or economically viable for Brawn to guarantee. Brawn’s services also involve models and
      techniques based on statistical analysis, probability and predictive behavior. The Client acknowledges that it is prudent to use, and it is responsible
      for using, the Services as one of a number of factors in its decision-making process, and for determining those other factors. Therefore, Brawn will be
      liable if it fails to comply with its obligation under Clause 1.1.2 but Brawn is not able to accept any other liability for:

      1. 4.1.1.

        any inaccuracy, incompleteness or other error in the Brawn Data which arises as a result of data provided to Brawn by the Client or any third
        party; or

      2. 4.1.2.

        any failure of the Services to achieve any particular result for the Client or any Permitted User.

    2. 4.2.

      The Client agrees that it will:

      1. 4.2.1.
        use the Services, and/or Brawn Materials provided under this Agreement, for the Permitted Purpose only and in accordance
        with any Documentation;
      2. 4.2.2.
        not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to, or use for the benefit
        of, any third party any of the Services, and/or Brawn Materials provided under this Agreement, except as specifically permitted by this
        Agreement;
      3. 4.2.3.
        not (and will not allow any third party to) adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with
        any Brawn Materials provided under this Agreement without the prior written consent of Brawn or as otherwise permitted by law; and
      4. 4.2.4.
        only take such copies of the Brawn Materials as are reasonably required for the use of the Brawn Materials in accordance
        with this Agreement.
  5. 5.

    COMPLIANCE AND AUDIT

    1. 5.1.
      Each party shall in connection with the provision or use of the Services (as appropriate) comply with all Applicable Laws, which are
      applicable to that party.
    2. 5.2.

      Each party shall permit the other (on reasonable notice and during normal working hours and (save where the party being audited is,
      or is reasonably suspected of being, in material breach of this Agreement) no more than once per Contract Year) to audit the first party’s compliance
      with its obligations under this Agreement in relation to the use of any software, data or other materials. If either party wishes to carry out an
      additional audit in any Contract Year, it shall reimburse the party being audited for any costs reasonably and properly incurred in connection with
      supporting such additional audit. The party carrying out the audit shall:

      1. 5.2.1.
        observe the other party’s procedures relating to the protection of confidential information about any clients or customers
        of the other party; and
      2. 5.2.2.
        take all reasonable steps to minimize disruption to the other party’s business during such audit.
    3. 5.3.
      The Client shall not copy, interfere with and/or use in any unauthorized way any User Access Device provided by Brawn.
    4. 5.4.
      It is the Client’s responsibility to inform Brawn of any unauthorized use and/or disclosure of any User Access Device so that Brawn
      can suspend or disable that User Access Device as appropriate. The Client shall remain liable for any and all fees for the Services incurred in
      connection with the use of any User Access Device, until the Client has informed Brawn.
    5. 5.5.
      Each party will cooperate and share information with the other as reasonably necessary from time to time (including in circumstances
      where the parties may individually or collectively have caused detriment to end consumers) to ensure that both parties discharge their regulatory
      obligations, and in order to help achieve positive consumer outcomes.
    6. 5.6.

      Without prejudice to the general obligations under Clause 5.1,each of the parties shall in connection with this Agreement:

      1. 5.6.1
        comply with the Anti-Corruption Requirements and the Anti-Slavery Requirements;
      2. 5.6.2
        not engage in any activity, practice or conduct which would constitute either a UK tax evasion facilitation offence under
        section 45(1) of the Criminal Finances Act 2017, a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act
        2017.
    7. 5.7.
      Each party shall have and shall maintain in place throughout the Term its own policies and procedures to ensure compliance with Clause
      5.6, including adequate procedures under the Bribery Act 2010, and will enforce them where appropriate.
    8. 5.8.

      Each party shall promptly report to the other:

      1. 5.8.1.
        any request or demand for any undue financial or other advantage of any kind received in connection with this Agreement;
      2. 5.8.2.
        any slavery or human trafficking in a supply chain which has a connection with this Agreement;
      3. 5.8.3.
        any request or demand from a third party to facilitate the evasion of tax within the meaning of Part 3 of the Criminal
        Finances Act 2017, in connection with the performance of this Agreement.
  6. 6.

    CONFIDENTIALITY

    1. 6.1.

      Each party shall, in respect of the Confidential Information for which it is the recipient:

      1. 6.1.1.
        keep the Confidential Information strictly confidential and not use or disclose any part of such Confidential Information
        to any person except as permitted by or as required for the performance of the recipient’s obligations under this Agreement; and
      2. 6.1.2.
        take all reasonable steps to prevent unauthorized access to the Confidential Information.
    2. 6.2.

      The parties may disclose the Confidential Information for which it is the recipient to, and allow its use in accordance with this
      Agreement by, the following (as long as the conditions in Clause 6.3 are met):

      1. 6.2.1.
        employees and officers of the recipient who necessarily require it as a consequence of the performance of the recipient’s
        obligations under this Agreement;
      2. 6.2.2.
        the recipient’s auditors and professional advisors solely for the purposes of providing professional advice and any other
        persons or bodies having a legal right or duty to have access to, or knowledge of, the Confidential Information in connection with the
        business of the recipient;
      3. 6.2.3.
        the recipient’s Group Companies for reasonable reporting purposes;
      4. 6.2.4.
        (in the case of the Client being the recipient) Permitted Users to the extent required to exercise the Permitted User
        Rights;
      5. 6.2.5.
        (in the case of Brawn being the recipient), agents and sub-contractors of Brawn who necessarily require it as a
        consequence of the performance of Brawn’s obligations under this Agreement.
    3. 6.3.

      As a condition of the rights set out in Clause 6.2 the party wishing to exercise the rights must:

      1. 6.3.1.
        ensure that any person to whom it discloses Confidential Information is under an obligation of confidentiality which is
        substantially the same as set out in this Clause 6 in relation to such Confidential Information; and
      2. 6.3.2
        procure that such persons observe the restrictions in this Clause 6.
    4. 6.4.

      The restrictions in Clause 6.1 do not apply to any information to the extent that it:

      1. 6.4.1.
        is or comes within the public domain other than through a breach of Clause 6.1; or
      2. 6.4.2.
        is in the recipient’s possession (with full right to disclose) before receipt from the other party; or
      3. 6.4.3.
        is lawfully received from a third party (with full right to disclose); or
      4. 6.4.4
        is independently developed by the recipient without access to or use of the Confidential Information of the disclosing
        party; or
      5. 6.4.5.
        is required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body or in accordance with
        the rules of any recognized stock exchange.
    5. 6.5.

      The parties acknowledge that from time to time the parties may discuss the provision of additional and/or new products and services
      by Brawn to the Client and/or that Brawn may bid to provide new products and/or services to the Client (whether as part of a formal tender process or
      not). In such circumstances the parties agree that:

      1. 6.5.1.
        the terms of this Clause 6 shall apply to any such discussions or bid (including any documents issued in relation to the
        bid) and any ideas and output developed as part of those discussions and/or bid;
      2. 6.5.2.
        references in this Clause 6 to a recipient’s obligations and the purposes of this Agreement shall be deemed to refer to
        the assessment of the provision of goods/services by Brawn to the Client; and
      3. 6.5.3.
        the recipient shall return to the other party all materials containing the other party’s Confidential Information
        immediately upon demand by the other party.
    6. 6.6.
      Where Brawn processes Personal Data contained within Client Data, the terms of Clause 18 shall govern such processing and Personal
      Data contained within Client Data shall not therefore be considered Confidential Information for the purposes of this Clause 6.
  7. 7.

    INTELLECTUAL PROPERTY RIGHTS

    1. 7.1.
      All Intellectual Property Rights in the Client Materials will remain vested in the Client (or its relevant licensors) and to the
      extent that any rights in such materials vest in Brawn by operation of law, Brawn hereby assigns such rights to the Client.
    2. 7.2.
      All Intellectual Property Rights in the Brawn Materials and the Derivative Output will remain vested in Brawn (or its relevant
      licensors) and to the extent that any rights in such data or materials vest in the Client by operation of law, the Client hereby assigns such rights to
      Brawn.
    3. 7.3.

      Each party:

      1. 7.3.1.
        acknowledges and agrees that it shall not acquire or claim any title to any of the other party’s Intellectual Property
        Rights (or those of the other party’s licensors) by virtue of the rights granted to it under this Agreement or through its use of such
        Intellectual Property Rights;
      2. 7.3.2.
        agrees that it will not, at any time, do, or omit to do, anything which is likely to prejudice the other party’s ownership
        (or the other party’s licensors’ ownership) of such Intellectual Property Rights; and
      3. 7.3.3.
        agrees not to remove, suppress or modify in any way any proprietary marking, including any trade mark or copyright notice,
        on or in the materials of the other party and agrees to incorporate any such proprietary markings in any copies it takes of such materials.
  8. 8.

    THIRD PARTY CLAIMS

    1. 8.1.

      Subject to Clause 8.2, each party shall fully indemnify the other party against:

      1. 8.1.1.
        any amounts paid by the indemnified party to any third party as a result of or in connection with any claim which that
        third party brings against the indemnified party alleging that its Intellectual Property Rights are infringed by the provision by the
        indemnifying party to the indemnified party of the indemnifying party’s Materials or the use of the indemnifying party’s Materials by the
        indemnified party as permitted by the terms of this Agreement; and
      2. 8.1.2.
        any associated legal expenses reasonably and properly incurred.
    2. 8.2.

      The indemnities in Clause 8.1 shall not apply to the extent that any claim arises as a result of use of any infringing Materials
      supplied or developed by the indemnified party, and are subject to the indemnified party:

      1. 8.2.1.
        notifying the indemnifying party promptly on becoming aware of any matter or claim to which the indemnity might relate;
      2. 8.2.2.
        not making any admission, settlement or payment in respect of such matter or claim, other than a payment made pursuant to
        a court order, without the prior written consent of the indemnifying party (such consent not to be unreasonably withheld or delayed); and
      3. 8.2.3.
        allowing the indemnifying party, where appropriate, to appoint legal advisers of its choice and to conduct and/or settle
        negotiations and/or proceedings relating to such matter or claim and the indemnified party shall comply with the indemnifying party’s
        reasonable requests in the conduct of any such negotiations and/or proceedings.
    3. 8.3.

      If any claims are made, or in Brawn’s reasonable opinion are likely to be made, by any third party alleging that its Intellectual
      Property Rights are infringed by the Client’s use of the Brawn Materials as permitted by the terms of this Agreement, Brawn may at its sole option and
      expense:

      1. 8.3.1.
        procure for the Client the right to continue using the relevant Brawn Materials (or any part of them) in accordance with
        the terms of this Agreement; and/or
      2. 8.3.2.
        modify the relevant Brawn Materials to avoid the infringement or replace the relevant Brawn Materials with non-infringing
        materials, whilst still providing the same, or substantially similar, functionality to the infringing materials.
  9. 9.

    LIMITS ON LIABILITY

    1. 9.1.

      Neither party excludes or limits its liability to the other for any of the following (and nothing in this Agreement shall be
      construed as excluding or limiting such liability):

      1. 9.1.1.
        for breach of its obligations under section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act
        1982;
      2. 9.1.2.
        for personal injury or death resulting from its negligence or that of its employees, agents and/or sub-contractors;
      3. 9.1.3.
        for breach of Clause 6;
      4. 9.1.4.
        for any matter which it would be illegal for that party to exclude and/or limit, or attempt to exclude and/or limit, its
        liability; or
      5. 9.1.5.
        for that party’s fraud or fraudulent misrepresentation.
    2. 9.2.
      The liability of each party to the other (whether in contract, negligence, breach of statutory duty or under any indemnity or
      otherwise) in respect of any claims for the damage to or loss of tangible property (excluding claims for loss or corruption of, or damage to, data
      contained on any tangible media) shall be limited to £1 million per claim or series of claims arising from any one incident.
    3. 9.3.

      Except as provided in Clauses 9.1, 9.2, and 9.4, the liability of each party to the other in respect of any claims (whether in
      contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement shall be
      limited as follows:

      1. 9.3.1.
        for all claims arising in the first Contract Year, liability shall be limited in aggregate to the Initial Contract
        Value;
      2. 9.3.2.
        for all claims arising in any subsequent Contract Year liability shall be limited in aggregate to the fees (excluding VAT)
        paid by the Client to Brawn under this Agreement in the previous Contract Year.
    4. 9.4.

      The limitations in Clause 9.3 shall:

      1. 9.4.1.
        not apply to the indemnity given under Clause 8.1;
      2. 9.4.2.
        not apply to any liability of either party under Clause 18.5;
      3. 9.4.3.
        be in addition to the obligation of the Client to pay the fees and charges under this Agreement.
    5. 9.5.
      Subject to Clause 9.1, neither party shall be liable to the other (whether in contract, negligence, for breach of statutory duty or
      under any indemnity or otherwise) for:

      1. 9.5.1.
        any indirect or consequential loss;
      2. 9.5.2.
        the following types of financial loss: loss of profits; loss of earnings; loss of business or goodwill; even if that party
        had notice of the possibility of the other party incurring such losses; or
      3. 9.5.3.
        the following types of anticipated or incidental losses: loss of anticipated savings; increase in bad debt; failure to
        reduce bad debt; even if that party had notice of the possibility of the other party incurring such losses.
  10. 10.

    TERMINATION

    1. 10.1.

      Either party shall be entitled to terminate this Agreement immediately by serving written notice on the other party in the following
      circumstances:

      1. 10.1.1.
        if the other party commits a material breach of any of its obligations under this Agreement which is not capable of
        remedy;
      2. 10.1.2.
        if the other party commits a material breach of any of its obligations under this Agreement which is not remedied within
        28 days after receipt of a notice from the party not in breach specifying the breach, requiring its remedy and making clear that failure to
        remedy may result in termination;
      3. 10.1.3.
        if the other party has passed a resolution for its winding up or is subject to a petition presented to any court for its
        winding-up (save, in either case, for a voluntary winding-up for the purpose of a voluntary reconstruction or amalgamation), is the subject
        of an application for administration, or a notice of intention to appoint an administrator, filed at any court, or is dissolved or declared
        bankrupt, or has a receiver, administrator or administrative receiver appointed over all or part of its assets, or enters into an
        arrangement with its creditors, or suspends or threatens to suspend payment of its debts or is unable to pay its debts within the meaning of
        section 123 Insolvency Act 1986, or ceases to trade or takes or suffers any similar action;
      4. 10.1.4.
        upon becoming aware at any time that the other party is on an applicable sanctions list maintained by such sanction bodies
        as apply to the party giving notice (“Notifying Party”), and that such listing prevents or materially affects the Notifying Party’s ability
        to (as applicable) provide or receive the Services or give or receive payment. In addition, if Brawn becomes aware that a Permitted User is
        on such a sanctions list, Brawn shall be entitled to terminate the Permitted User Rights immediately on serving written notice on the
        Client; or
      5. 10.1.5.
        where a Change in Law renders some or all of the activities of that party in connection with this Agreement illegal or
        unlawful and no action that party could reasonably be expected to take can make such activities legal and lawful.
    2. 10.2.

      Termination of this Agreement (or of any element of it) shall not affect any rights, obligations or liabilities of either party:

      1. 10.2.1.
        which have accrued before termination; or
      2. 10.2.2.
        which are intended to continue to have effect beyond termination.
    3. 10.3.

      Upon termination of this Agreement (or the relevant elements of it) and subject to Clause 10.4:

      1. 10.3.1.
        the parties shall each promptly return the Confidential Information of the other party to its owner;
      2. 10.3.2.
        the Client shall, at Brawn’s request either return any Brawn Materials to Brawn or destroy such materials and, if
        destroyed, provide a certificate stating that such materials have been destroyed; and
      3. 10.3.3.
        Brawn shall promptly return any Client Materials to the Client on request.
    4. 10.4.
      The obligations under Clause 10.3 shall not apply where it is necessary to retain any Confidential Information, Brawn Materials or
      Client Materials to exercise any rights granted under this Agreement which are intended to survive termination of this Agreement and/or to the extent
      that retention is required by law or any applicable governmental or regulatory authority, for audit requirements or handling of any consumer complaints,
      or where electronic records have been automatically backed up to a backup or recovery system in the ordinary course of business for disaster recovery
      purposes. The terms of this Agreement (including Clause 6 and 18) shall continue to apply to any information or materials retained.
    5. 10.5.
      The licenses granted by Brawn under this Agreement will automatically expire on termination of this Agreement for any reason and the
      Client shall, other than as set out in Clause 10.4, cease to use all Brawn Materials (unless any license is expressed in the Schedule to be perpetual in
      which case such license and any terms relating to the extent and/or exercise of that license shall remain in force notwithstanding termination of this
      Agreement, except if termination is by Brawn pursuant to Clause 10.1).
    6. 10.6.
      If Brawn terminates this Agreement in accordance with this Clause 10 the fees that remain payable for the remainder of the Term shall
      become payable and due immediately.
  11. 11.

    FORCE MAJEURE

    1. 11.1.
      Neither party will be liable for any delay or failure in the performance of its obligations under this Agreement if such delay or
      failure is due to an event of Force Majeure.
    2. 11.2.
      If the Force Majeure persists for a period of 28 days or more, the party not claiming Force Majeure may give notice to the other to
      terminate this Agreement with effect from a date specified in the notice without penalty or other liability (except for any liability on the Client to
      pay accrued fees).
  12. 12.

    SEVERANCE

    1. 12.1.
      If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or
      unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other
      provisions of this Agreement shall not be affected.
    2. 12.2.
      If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were
      deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the
      greatest extent possible, achieves the parties’ original commercial intention.
  13. 13.

    NOTICES

    1. 13.1.
      Any notices to be sent by one party to the other in connection with this Agreement except for the service of Court proceedings shall
      be in writing and shall be sent by first class post (or equivalent service offered by the postal service from time to time) to either the addresses of
      each party as set out in this Agreement or to the registered office addresses of each party (and in the case of notices sent to Brawn, with a copy to
      Brawn’s Legal Department).
    2. 13.2.
      Notices shall be deemed to have been duly given two clear days after the date of posting.
    3. 13.3.
      If either party notifies the other party of a change to its details for the purposes of Clause 13.1, such notification shall only be
      effective on the date specified in such notice or seven days after notice is given, whichever is later.
  14. 14.

    GENERAL

    1. 14.1.
      If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not
      prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
    2. 14.2.
      A waiver of any breach or provision of this Agreement shall only be effective if it is made in writing and signed on behalf of the
      party who is waiving the breach or provision. Any waiver of a breach of any term of this Agreement shall not be deemed a waiver of any subsequent breach
      and shall not affect the enforceability of any other term of this Agreement.
    3. 14.3.
      This Agreement and all matters arising out of it shall be governed by, and construed in accordance with, the laws of England. The
      English courts shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this Agreement.
    4. 14.4.
      Variations of this Agreement shall not be effective unless recorded in writing signed by the parties; variations in electronic form
      shall not count as variations recorded in writing. However, variations to the Schedule made in accordance with any agreed change control procedure shall
      be effective.
    5. 14.5.
      Neither party may assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport
      to do any of these things, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed).
    6. 14.6.
      This Agreement sets out all the terms agreed between the parties relating to the subject matter of this Agreement and supersedes any
      previous agreement between the parties (whether oral or written) relating to the same subject matter. Each party acknowledges that in entering into this
      Agreement it does not rely on, and shall have no remedies in respect of, any warranty or representation (whether made innocently or negligently) that is
      not set out in this Agreement. Nothing in this Clause shall limit or exclude any liability for fraudulent misrepresentations.
    7. 14.7.
      Except as expressly provided in Clause 19.1.2, a person who is not a party to this Agreement shall not have any rights under the
      Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. The rights of the parties to terminate, rescind or
      agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.
    8. 14.8.
      Each party shall, at the reasonable request and cost of the other party, do whatever is reasonably required to give the other party
      the full benefit of all the provisions of this Agreement.
    9. 14.9.
      This Agreement may be executed in any number of counterparts.
    10. 14.10.

      Nothing in this Agreement is intended to, or shall, operate to:

      1. 14.10.1.
        create a partnership or joint venture of any kind between the Client and Brawn;
      2. 14.10.2.
        authorize either party to act as agent for the other party; or
      3. 14.10.3.
        authorize either party to act in the name or on behalf of, or to otherwise bind, the other party in any way.
    11. 14.11.

      In this Agreement:

      1. 14.11.1.
        any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
      2. 14.11.2.
        references to Clauses are to the clauses of the particular section of the Brawn Terms and Conditions in which they appear,
        unless reference is made to another set of Brawn Terms and Conditions;
      3. 14.11.3.
        references to schedules are to the Schedule;
      4. 14.11.4.
        the singular includes the plural and vice versa;
      5. 14.11.5.
        the headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement;
      6. 14.11.6.
        where any matter is to be agreed, such agreement must be recorded in writing; and
      7. 14.11.7.
        wherever the words “including”, “include”, “includes” or “included” are used they shall be deemed to be followed by the
        words “without limitation” unless the context otherwise requires.
    12. 14.12.
      The contents of the Schedule shall prevail over the contents of these Terms and Conditions to the extent of any conflict or
      inconsistency.

SECTION B: DATA AND MATERIALS TERMS

These terms relating to data and materials are supplemental to the Core Terms, and apply only if either party provides data and/or materials to the other party.

  1. 15.

    PROVISION OF DATA AND MATERIALS

    1. 15.1.
      Brawn grants the Client (subject to Clauses 4.2 and 10.5) a non-exclusive non-transferable licence to use any Brawn Materials provided
      as part of the Services in the Territory for the Permitted Purpose on any licence terms identified in the Schedule. The licence granted under this
      Clause is made separately in respect of each individual element of the Brawn Materials and commences on the day that each element of the Brawn Materials
      is first made available to the Client.
  2. 16.

    CLIENT OBLIGATIONS

    1. 16.1.
      In addition to the obligations set out in the Clause 5.3, the Client shall comply with Brawn’s reasonable instructions and security
      guidelines relating to access to Brawn’s systems.
  3. 17.

    USE OF CLIENT MATERIALS

    1. 17.1.

      The Client grants Brawn (subject to Clause 10.3) a royalty free, non-exclusive, non-transferable licence to use (and copy) the
      Client Materials solely for the purposes of:

      1. 17.1.1.
        performing this Agreement; and
      2. 17.1.2.
        complying with any requests made to Brawn under statute and/or regulation.
  4. 18.

    DATA PROTECTION

    1. 18.1.
      Without prejudice to the general obligations under Clause 5.1 each of the parties shall in the provision or use of the Services (as
      appropriate) comply with all applicable Data Protection Legislation.
    2. 18.2.
      Each party warrants that it shall implement appropriate technical and organizational measures to ensure a level of data security
      relating to the Personal Data of the other party appropriate to the risk presented by the processing.
    3. 18.3.
      The Client instructs Brawn to, and agrees that Brawn may, process the Client Data for the Agreement Purposes.
    4. 18.4.

      There are circumstances in which Brawn will or may be a Processor of Client Data. Brawn agrees that when, and to the extent that
      from time to time, it is a Processor of Client Data it shall:

      1. 18.4.1.
        process the Client Data only in accordance with the Client’s instructions referred to in Clause 18.3 and any other
        instructions agreed by the parties from time to time;
      2. 18.4.2.
        not transfer Client Data outside the European Economic Area, other than on an occasional and temporary basis to third
        parties appointed as general suppliers of technology and services to Brawn in order to support and maintain the Services, or as otherwise
        agreed by the parties from time to time;
      3. 18.4.3.
        ensure that persons authorized to process the Client Data have committed themselves to confidentiality;
      4. 18.4.4.
        not appoint any other Processor, other than as agreed by the parties from time to time (but Brawn shall be entitled to
        appoint third parties as general suppliers of technology and services, provided that such third parties do not carry out specific Processing
        activities on behalf of the Client);
      5. 18.4.5.
        ensure that where Brawn appoints another Processor as contemplated by Article 28(4) of the GDPR, that Processor is subject
        to contract obligations as required by that Article;
      6. 18.4.6.
        taking into account the nature of the Processing Brawn carries out as a Processor of Client Data assist the Client by
        appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to
        requests for exercising the data subject rights laid down in Chapter III of the GDPR;
      7. 18.4.7.
        assist the Client in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into
        account the nature of the Processing Brawn carries out, and the information available to Brawn, in its capacity as a Processor of Client
        Data;
      8. 18.4.8.
        (at the request of the Client) comply with its obligations relating to the return or destruction of data under Clause
        10.3, and to audit under Clause 5;
      9. 18.4.9.
        (at the request of the Client) provide the Client with any information which it is reasonable for Brawn to provide to
        allow the Client to demonstrate compliance with Article 28 of the GDPR;
      10. 18.4.10.
        comply with its obligations under Article 28(3) of the GDPR to inform the Client immediately if in the opinion of Brawn
        any instruction of the Client referred to in Clause 18.4.1 infringes the GDPR or any other relevant data protection provision;
      11. 18.4.11.
        notify the Client without undue delay after becoming aware of a Personal Data Breach relating to the Client Data.
    5. 18.5.
      If, pursuant to Article 82(4) GDPR, one party (the “Paying Party”) has been held liable to pay compensation to a data
      subject for damage caused (in whole or part) by the other party (“Other Party”), the Paying Party shall, as envisaged under Article
      82(5) GDPR, be entitled to recover from the Other Party (as a debt) any part of such compensation corresponding to damage for which the Other Party was
      responsible.
    6. 18.6.

      Following receipt of a claim (or notification of an intention to make a claim) from a data subject to which Article 82(4) GDPR may
      apply:

      1. 18.6.1.
        the party in receipt of the claim shall promptly notify the other party of the claim;
      2. 18.6.2.
        neither party shall make any admission of liability, settlement or payment in respect of such claim, other than a payment
        made pursuant to a court order, without the prior written consent of the other party (such consent not to be unreasonably withheld or
        delayed); and
      3. 18.6.3.
        each party shall provide such cooperation and assistance as is reasonably required by the other party in connection with
        the claim.

SECTION C: PERMITTED USERS

These terms relating to Permitted Users are supplemental to the Core Terms and shall apply only where the Schedule states that there are Permitted Users in connection with
this Agreement.

  1. 19.

    PERMITTED USERS

    1. 19.1.

      It may be of benefit to the Client for agreed third parties to have certain access to the Services. The Client shall therefore be
      entitled to allow Permitted Users to exercise the Permitted User Rights. In order to achieve this without the need for each Permitted User to contract
      directly with Brawn, the Client agrees as follows:

      1. 19.1.1.
        the Client shall procure that each Permitted User complies with all relevant provisions of this Agreement; and
      2. 19.1.2.
        pursuant to the Contracts (Rights of Third Parties) Act 1999, the terms of this Agreement shall be enforceable by each
        Permitted User (to the extent permitted by law and subject to the terms of this Agreement including Clause 19.1.3) as if each Permitted User
        were a party to this Agreement;
      3. 19.1.3.
        the terms of Clause 9 (Limits on Liability) shall apply on an aggregate basis across all claims that may be brought by the
        Client and/or a Permitted User under or in connection with this Agreement;
      4. 19.1.4.
        unless expressly agreed otherwise in the Schedule, a Permitted User must at all times be a Client Group Company in order
        to have access to the Services as set out in this Agreement. If any Permitted User is no longer a Client Group Company, the rights of the
        relevant Permitted User will automatically terminate (without further notice and without liability to Brawn) on the date it ceases to be a
        Client Group Company; and
      5. 19.1.5.
        if the Client’s rights under this Agreement terminate (for whatever reason), the Permitted Users Rights shall also
        automatically terminate (without further notice and without liability to Brawn).
    2. 19.2.
      References to Client Materials in this Agreement shall be deemed to include data and materials provided by Permitted Users.

SECTION D: DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings:

Word or Expression Meaning
Agreement The agreement between Brawn and the Client incorporating the relevant Sections of these Terms and Conditions (as applicable) and the other documents and terms
referred to in the Schedule;
Agreement Purposes The purposes of Brawn providing the Services as contemplated by this Agreement, and for such other purposes as the parties may agree from time to time;
Anti-Corruption Requirements All Applicable Law relating to anti-bribery and anti-corruption including the Bribery Act 2010;
Anti-Slavery Requirements All Applicable Law relating to anti-slavery and human trafficking including the Modern Slavery Act 2015;
Applicable Law All legislation, regulations, and other rules having equivalent force which are applicable to the provision or use of the Services under this Agreement;
Change in Law the coming into effect of a new Applicable Law or a change in Applicable Law or a fundamental change in the judicial interpretation of Applicable Law after the date
of this Agreement;
Client Data Any of the data (including Personal Data) and/or databases supplied by the Client and provided to Brawn in connection with this Agreement but excluding any data
supplied to the Client by Brawn;
Client Materials Any of the items provided to Brawn by the Client in connection with this Agreement and includes Client Data;
Commencement Date The Commencement Date set out in the Schedule or in the absence of such date then the date that on which this Agreement is signed by the final signatory;
Confidential Information Any and all information relating to the trade secrets, operations, processes, plans, intentions, product information, prices, know-how, designs, customer lists,
market opportunities, transactions, affairs and/or business of the parties and/or to their customers, suppliers, clients or Group Companies in or on any medium or
format;
Contract Year A twelve calendar month period from the Commencement Date or any anniversary of the Commencement Date, or, if this Agreement is for a Term of less than twelve
calendar months, the Term;
Core Terms The provisions set out in Section A and the definitions set out in Section D of these Terms and Conditions;
Data Protection Legislation All Applicable Law relating to data protection and privacy;
Derivative Output Information, data and materials that are derived, prepared or generated by Brawn and/or its sub-contractors pursuant to (and/or as a consequence of) the Services,
including search footprints but excluding the Client Materials themselves;
Documentation Any or all of the Specification, user documentation, product documentation, technical documentation including guidelines relating to data security and access and/or
statements of functionality;
Brawn Data Any of the data (including Personal Data) and/or databases and/or scores supplied by Brawn to the Client in connection with this Agreement but excluding the Client
Data;
Brawn Materials Software and any materials, Documentation, Scorecards or other items developed and/or licensed by Brawn to the Client in connection with this Agreement and includes
Brawn Data;
Force Majeure Any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, failure of
payment systems, or any event beyond the reasonable control of the party claiming to be excused from performance of its obligations;
GDPR the General Data Protection Regulation, to the extent that and in the form that it is a requirement of English law from time to time;
Group Company any company which is in relation to Brawn or (as the case may be) the Client, a subsidiary, holding company or subsidiary of a holding company as the terms
“subsidiary” and “holding company” are defined by section 1159 of the Companies Act 2006. “Brawn Group Company” and “Client Group Company” shall be interpreted in
this way;
Initial Contract Value The greater of (1) the amounts (excluding VAT) payable by the Client under this Agreement in the first Contract Year as specified in the Schedule; and (2) the
amounts (excluding VAT) actually paid by the Client under this Agreement in the first Contract Year;
Initial Term The period specified as such in the Schedule;
Intellectual Property Rights Copyright, database right, domain names, patents, registered and unregistered design rights, registered and unregistered trade marks, and all other industrial,
commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same;
Materials means Client Materials or Brawn Materials, as appropriate;
Minimum Notice Period The minimum period of notice to be served by either party to terminate this Agreement as set out in the Schedule (and if none is specified 12 months);
Permitted Users The permitted users identified in the Schedule;
Permitted User Rights The rights of the Permitted User set out in the Schedule;
Permitted Purpose Unless otherwise set out in the Schedule, the internal business purposes of the Client in the Territory and not in any event for the provision of bureau services to
any third parties;
Personal Data The definition specified in the Data Protection Legislation;
Personal Data Breach The definition specified in the GDPR;
Processing The definition specified in the Data Protection Legislation;
Processor The definition specified in the Data Protection Legislation;
Project Timetable Any timetable expressly set out or referred to in the Schedule or otherwise agreed between the parties from time to time;
Relevant Index All Items index of the Retail Prices Index as published by the Office for National Statistics (or its successor from time to time), or any official index replacing
it;
Schedule The schedule or schedules which describe the subject matter and specific terms relating to this Agreement;
Scorecard A statistical formula derived to aid decision making and any supporting material in relation to such formulae;
Services The services as specified in the Schedule and all other services supplied by Brawn to the Client under or in connection with this Agreement, including the provision
and grant of licences in respect of any Brawn Data and/or Brawn Material;
Specification Any document identified as a specification in the Schedule (as such document is updated by agreement between the parties from time to time), or if none, Brawn’s
standard configuration for the Services from time to time;
Term The duration of this Agreement as determined in accordance with Clause 2.1;
Territory The United Kingdom or such other territory as is specified in the Schedule;
User Access Device Any identification code, username, password, digital certificate, web certificate or any other security device provided by Brawn and used by the Client to access
the Services.

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