IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF SERVICE (“TOS”) BEFORE USING THE SERVICES OFFERED ON THIS WEB SITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. Jalubro (“Company”, “Vendor” or “we,” “our,” or “us”) owns or controls, and provides access to, products, services and Work Product (as defined herein) (if any) (the “Services”).

By agreeing to these terms, each user represents that such individual is duly authorized to execute this Agreement on behalf of the applicable party and, on behalf of such party, acknowledges and agrees that such party is bound by this Agreement. 

1. Services and Payment.

1.1      The Services.  In consideration for the fees as set forth in the applicable SOW (as defined herein) (“Fees”), Vendor will provide Customer with the products, services, and Work Product (as defined herein) (if any) (the “Services”) as specified in a written statement of work, order form, or similar purchasing document executed by both Parties which references and is governed by this Agreement (“SOW”). Fees shall not include, and Customer shall have no obligation to pay or reimburse, any costs or expenses (“Expenses”) that (i) are incurred other than in the course of provision of the Services to Customer, (ii) are not expressly pre-approved by Customer in writing (whether in a SOW or a separate writing), (iii) exceed any cap or limit on costs and/or expenses set forth in a SOW, or (iv) are not supported by substantiating documentation (which must be provided to Customer on request). If a given SOW automatically renews, the Fees associated with such renewal term shall not be increased by more than3% of the equivalent period for the prior term.

1.2      Taxes. All Fees and Expenses referred to in this Agreement are exclusive of VAT and the Customer shall be responsible for paying to Vendor all applicable VAT and any other similar taxes imposed on all Fees and Expenses for services or supplies made by the Vendor under this Agreement. Customer shall be responsible for the payment of any taxes imposed by any governmental taxing authority on the amounts the Customer is liable to pay to the Vendor under this Agreement, including, but not limited to, withholding taxes of whatever nature(“Withholding Taxes”).The Customer agrees promptly to pay any Withholding Taxes and obtain and deliver to the Vendor proof of payment of such Withholding Taxes together with official evidence thereof issued by the governmental authority concerned, sufficient to enable the Vendor to support a claim for a tax credit in respect of any sum so withheld. If the Vendor is unable to obtain such tax credit due to the Customer’s failure to comply with the above provision, then the Customer agrees to pay to the Vendor a sum equal to the amount of the tax credit not able to be claimed by the Vendor.

1.3     Invoices. Vendor shall invoice the Customer for all Fees and Expenses in accordance with the applicable SOW. Vendor may invoice for all sums payable under this Agreement as they become due. In the event the Customer wants to dispute an invoice rendered by the Vendor it may do so within 14 (fourteen) days of the date of the invoice. The Customer must provide the Vendor all necessary detail and reasons for disputing the invoice and in the case of an invoice for services this must include all documentary evidence and proof that the services were either not delivered or of such poor quality that there was no benefit to the Customer. Notification of a disputed invoice should be sent in writing (e-mail) to the finance@jalubro.com.

1.4      Payment. Each invoice shall be paid by the Customer within 30 days of the date of the invoice. All payments to be made by the Customer under this Agreement shall be made without any deduction or set-off. The Vendor may charge interest on all sums outstanding beyond the date on which they are due for payment under this Agreement from the date payment was due until the date of payment (and before as well as after judgement). Such interest shall accrue and be calculated daily, at a rate of 2% above the base rate of interest set by the Bank of England. The Customer shall indemnify the Vendor against all legal and other fees and expenses incurred by the Company in relation to the collection of any overdue accounts under this Agreement.

2.  Customer Obligations.

2.1      Personnel.  Customer will take all reasonable steps to ensure the health and safety of any Vendor personnel carrying out Services while they are at the Customer’s premises.

2.2      Provision of Services.  The provision of Services is dependent upon Customer, at all times and in a timely manner: (i) supplying a suitably qualified member of Customer’s personnel to represent Customer and co-operate and work with Vendor during the entire Services engagement; (ii) if the Site is on Customer’s premises, providing Vendor personnel with access to the Site(s) and such equipment, systems and technical services as they may reasonably require for the performance of the Services; (iii) ensuring that Vendor has such access to and full co-operation of the technical and managerial personnel of Customer and any applicable third parties who have the appropriate skill, experience and knowledge as Vendor may reasonably require; (iv) providing Vendor with information, specifications or instructions of sufficient detail, accuracy and completeness as are reasonably required by Vendor; (v) ensuring that any equipment, operating systems and other software which Vendor is requested by Customer to use or modify and any material or information provided to Vendor is either owned by Customer or that Customer has all necessary rights to authorise Vendor to use or modify it; and (vi)performing any additional obligations or dependencies specified in the SOW.

2.3      Failure to Perform.  Where Vendor is prevented from performing its obligations under an SOW or Order Form as a result of any failure or delay by Customer to perform its obligations or dependencies under the Agreement then, without prejudice to Vendor’s other rights or remedies, Vendor shall be entitled to:(i) request a meeting with Customer’s senior management (and/or other management personnel specified in the SOW) and Customer shall make relevant personnel from its senior management (and/or other management personnel specified in the SOW) available to discuss and, where applicable, agree the reasons for and the consequences of such failure or delay; and/or (ii) submit a change control note for execution by Customer, which sets out any amendments to the provisions of the Agreement as a result of any such delay or failure by Customer, including the Fees and/or the Timetable. Customer shall not unreasonably withhold or delay agreement under this clause

2.4     Timetable Management.   Without prejudice to any other right or remedy available to Vendor, Vendor will not be liable for any failure to comply with any Timetable or any other obligation under the Agreement, if such failure is as a result of Customer’s failure to perform or delay in performing its obligations or dependencies under the Agreement in a timely manner.

2.5      Representations and Warranties. Customer represents and warrants that it: (i) shall comply with all applicable laws, rules, and regulations in its performance under this Agreement; (ii) has the necessary authority to enter into this Agreement; (iii)has duly authorised, executed and accepted the terms of agreement and acknowledge it is enforceable against Customer in accordance with its terms.

2.6     Nonconforming Services. Customer will evaluate the Services for compliance with the specifications in the applicable SOW and will provide written notice of nonconformity, if any, within thirty (30) days after the receipt of the final version of the Services.

3.  Vendor Obligations.

3.1      Vendor Personnel.  Vendor shall provide the Services to Customer using reasonable skill and care and be responsible for the performance of all personnel performing work under this Agreement, including its Representatives (as defined herein). Vendor shall, prior to the provision of Services, conduct a reasonable background check to extend to no less than the prior seven (5) years to determine whether any of its Representatives that shall have access to Customer’s Confidential Information or premises have been convicted of or plead guilty to crimes of violence, theft, a sexual nature, dishonesty, or possession, use, or sale of controlled substances and shall not allow any Representatives that have been so convicted or plead guilty to perform work under this Agreement or any SOW. Vendor will take reasonable steps to ensure that any of its Representatives performing services at the Customer site will comply with any reasonable security, health and safety or confidentiality requirements of Customer relating to that site that are notified in advance.

3.2      Customer Policies.  Vendor shall (and ensure its Representatives) comply with all Customer rules, regulations, and policies of which it has been made aware, including, if Vendor has physical or electronic access to Customer’s computer networks or systems, all network access and security requirements. Customer may require Vendor’s Representatives that come onsite at Customer’s premises or that have access to Customer’s computer networks, systems, or data (including Customer’s own customers’ networks, systems, or data) to attend and complete Customer’s applicable training (“Training”) which may include acknowledgement of Customer’s relevant corporate policies, such as Customers internal privacy policy, customer engagement policy, insider trading policy, and/or professional conduct policy. Vendor agrees that it (and its own vendors, service providers, and suppliers (“Suppliers”)) shall at all times act ethically and shall comply with Customer’s vendor policies or shall implement and maintain policies that prohibit discrimination, harassment, and forced and child labour by it and its Suppliers. Vendor (and its Representatives) shall refrain from using any material non-public information to which it or its personnel is exposed to buy or sell any related securities and from communicating such material non-public information to any other party.

3.3      Representations and Warranties. Vendor represents and warrants that it: (i) shall comply with all applicable laws, rules, and regulations in its performance under this Agreement; (ii) has the necessary authority to enter into this Agreement; (iii) shall provide the Services in a timely, professional and workmanlike manner, using personnel of required skill, experience, and qualifications and in accordance with generally recognised industry standards; (iv) the Services shall be free of all defects in design, workmanship, and material; and (v) the Services do not infringe or misappropriate any third party’s intellectual property or proprietary rights.

3.4      Nonconforming Services. Upon receipt of any such notice of nonconformity, Vender shall correct the Services at Vendor’s sole cost and expense within30business days (or, if not commercially practicable, within a time frame to be determined by reasonable agreement between the parties). The Vendor shall not be responsible for its failure to perform any of its obligations under this Agreement, if such failure is a result, directly or indirectly, of the inability of Customer’s products, the lack of availability of the Customer’s staff or appropriately skilled resources, third party’s products, or a previous version of the Vendor’s products which have been superseded and the Customer has failed to update the product(s) within 30 days of the Vendor providing the Customer with of the updated product(s).

4. Term, Termination and Survival.

4.1      Term. The term of this Agreement (the “MSA Term”) begins on the Effective Date and will remain in force during the term of any Service. Unless otherwise stated in an Order Form, the term of each Service (and any permission granted) is one year from the Effective Date for that Service and will automatically renew for additional one year periods until the earlier of (i) thirty (30) days after either party gives the other party notice of termination of this Agreement or (ii) the date it is terminated pursuant to its own terms. Any SOW subject to this Agreement shall commence upon the date set forth in such SOW and shall remain in effect for the period also set forth in such SOW unless earlier terminated in accordance with this Agreement or such SOW (such period, the “SOW Term”). Notwithstanding the termination or expiration of this Agreement, this Agreement shall apply (or continue to apply, as the case may be) to any given SOW for the duration of the SOW Term of such SOW.

4.2      Termination.  Either party may terminate this Agreement or any SOW if the other party breaches a material term of the SOW or this Agreement and fails to cure such breach within thirty (30) days of written notice of such breach. If this Agreement (or an individual SOW) is terminated for a reason other than Vendor’s breach, Vendor is entitled to payment for Services delivered in accordance with this Agreement up to the date of such termination.

4.3      Effect of Termination.  Upon expiration or termination of this Agreement for any reason, all rights and obligations of the parties hereunder will cease (except as otherwise set forth herein) and Vendor will promptly deliver to Customer all Work Product (whether or not complete and including any supporting materials or documentation), Customer Data, Customer Confidential Information, and any other Customer-owned property, equipment or materials in Vendor’s possession or control and permanently delete and destroy any copies thereof that cannot be so delivered. Vendor will provide written certification to Customer that it has fully complied with this Section4.3 within30 days of the expiration or termination of this Agreement.

4.4      Survival.  Any section of this Agreement, including the DPA, which should survive by its nature, shall survive termination or expiration of this Agreement.

5.  Work Product.

5.1Work Product.  Vendor owns all right, title, interest and intellectual property rights in any products or other items that are conceived, made, discovered, written, or created by Vendor or its Representatives, alone or jointly with third parties, in connection with the Services, whether completed or works in progress (collectively, “Work Product”) and reserves all rights and licenses not expressly and unambiguously granted to Customer under this Agreement. Upon payment in full of the fees for the Services, Vendorhereby grants to Customer a license to use the Work Product. If Customer has signed a software license agreement with Vendor, then Customer’s license to use the Work Product shall be the same as provided in the software license agreement between the parties. If Customer has not signed a software license agreement with Vendor, then Customer shall receive a nonexclusive, perpetual license to use the Work Product solely for Customer’s internal use.

5.2     Pre-Existing Materials. Work Product does not include Vendor’s pre-existing software, inventions, copyrights, trademarks, patents, proprietary rights, ideas, concepts and knowhow that existed before the commencement of the Services and that are incorporated into or included with the Services (collectively, “Pre-Existing Materials”).

6.  Data Handling and Confidentiality.

6.1      Customer Data. In the course of providing the Services to Customer, Vendor may be exposed to information, data, or materials that belongs to, is licensed from third parties by, or otherwise provided to Vendor by or on behalf of Customer or its customers (including, but not limited to, by uploading into, using with, or in any way disclosing through the Services) (“Customer Data”). Vendor has implemented and will maintain a comprehensive written information security program governing the security and processing of Customer Data, including appropriate physical, technical, and organisational measures to ensure the security of such data, (“Security Program”) consisting of, at minimum, the security standards as defined byISO/IEC 27001:2013copies of which may be found here.

As between the parties, Customer will own and retain all right, title, interest, and ownership of such Customer Data and, except as expressly set forth herein or the applicable SOW, Vendor is not granted, transferred, or conveyed any right, license, title, or ownership in or to such Customer Data. Vendor may access, use, and process Customer Data solely as necessary to provide the Services to and develop the Deliverables for Customer. For purposes of this Agreement, “process” will mean any operation or set of operations performed upon data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available. The Data Processing Addendum attached hereto (the “DPA”) forms part of and is incorporated into this Agreement provided that, in the event of a conflict between the DPA and this Agreement, the DPA shall control.

6.3Confidential Information.  “Confidential Information” means any information or material disclosed by or on behalf of one party (the “Discloser”) to or learned by the other party (the “Recipient”) in connection with this Agreement that should be reasonably understood (due to the circumstances of disclosure or nature of information) to be of a confidential, proprietary, sensitive, or non-public nature. Customer’s Confidential Information includes without limitation (i) all information and material concerning or relating to Customer’s customers, (ii) all Customer Data, and (iii) Customer’s products, research and development, marketing, and hiring or employment plans, projections, and practices. Notwithstanding anything to the contrary, Confidential Information does not include information or materials that: (a) are or becomes generally known to the public unless due to a breach of this Agreement by Recipient; (b) was in or later enters into the Recipient’s possession free of any obligation of confidentiality; or (c) was independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information.   

6.4Use of Confidential Information.  During the Term and thereafter, Recipient will: (i) take all necessary precautions to protect the Confidential Information and ensure the confidentiality of such, (ii) only access, use, and otherwise process Confidential Information solely in order to, in the case of Customer, access or use the Services or otherwise exercise its rights, or, in the case of Vendor, to provide the Services to Customer, and not for any other purpose; (iii) limit access to Confidential Information to its Representatives who need to know such information in order to exercise its rights or fulfill its obligations under this Agreement or an applicable SOW ; and (iv) not disclose, give access to, or distribute Confidential Information to any third party except with the Discloser’s advance written consent in each instance. Recipient will be responsible for any violation of this Agreement or an applicable SOW by its Representatives. The Discloser retains all of its rights, title, and interest in and to Confidential Information, including, but not limited to, all intellectual property and proprietary rights therein, and the Recipient does not gain any right of ownership to such Confidential Information by reason of any disclosure. Upon written request by the Discloser, the Recipient will: (i) return or destroy all documents, files, media, or similar in its possession or control that contain Confidential Information; and (ii) certify its compliance with such request in writing. Notwithstanding the foregoing, the Recipient may retain any Confidential Information stored in its automated backup systems subject to its standard data retention and deletion policies and any Confidential Information necessary to be retained in order for the Recipient to comply with applicable laws provided that all such retained Confidential Information is not used or disclosed for any other purpose whatsoever and is kept in strict confidence.

6.5      Disclosure Required by Law; Injunctive Relief.  The Recipient may disclose Confidential Information as required by law, regulation, or court order provided it will use reasonable efforts to limit disclosure of Confidential Information and/or obtain a protective order and, unless prohibited by applicable law, provide the Discloser prior notice sufficient to afford an opportunity to dispute such requirement and allow the Discloser to participate in any proceeding in which compelled disclosure is sought. Recipient acknowledges that any actual or threatened breach of this Section 5 may cause irreparable, non-monetary injury to the Discloser, the extent of which may be difficult to ascertain. Accordingly, the Discloser is entitled (but not required) to seek injunctive relief in addition to all remedies available to it at law or in equity, to prevent or mitigate any breaches of this Section 5 with respect to Confidential Information or any damages that may otherwise result from those breaches.

7. Indemnity

7.1      Customer Indemnity.  Customer will defend Vendor and its directors, officers, employees, and agents (its “Representatives”) from and against any third-party claims, demands, proceedings, investigations, suits, or actions based on Customer’s gross negligence or wilful misconduct in connection with the performance of this Agreement (a “Claim Against Vendor”). Customer will indemnify and hold harmless Vendor and its Representatives for any finally awarded damages or settlement amount approved by Vendor in writing to the extent arising from a Claim Against Vendor and any reasonable lawyers’ fees of Vendor associated with initially responding to a Claim Against Vendor.

7.2      Vendor Indemnity.  Vendor will defend Customer and its directors, officers, employees, and agents (its “Representatives”) from and against any third-party claims, demands, proceedings, investigations, suits, or actions based on Vendor’s gross negligence or wilful misconduct in connection with the performance of this Agreement (a “Claim Against Customer”). Vendor will indemnify and hold harmless Customer and its Representatives for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against Customer and any reasonable lawyers’ fees of Customer associated with initially responding to a Claim Against Customer.

7.3      Indemnification Process.  The indemnified party agrees to give the indemnifying party prompt written notice of any claim subject to indemnification; provided, however, that failure to promptly notify the indemnifying party will not affect the indemnifying party’s obligations hereunder except to the extent such delay prejudices the indemnifying party’s ability to defend such claim. The indemnifying party will have the right to defend against any such claim with counsel of its own choosing and to settle such claim as the indemnifying party deems appropriate, provided that the indemnifying party will not enter into any settlement that adversely affects the indemnified party’s rights without the indemnified party’s prior written consent. The indemnified party agrees to reasonably cooperate with the indemnifying party’s defence and settlement of any such claim, at the indemnifying party’s expense

8. Limitation of Liability

8.1      EXCEPT FOR (i)VENDOR’SMISUSE OFCUSTOMER’S CONTENT, (ii)CUSTOMERS’MISUSE OFVENDOR’S CONTENT AND/OR INTELLECTUAL PROPERTY, THE ENTIRE LIABILITY OF EITHER PARTY IN ANY CALENDAR YEAR ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENTSHALL BE LIMITED TOTHE VALUEOF THE SOW OR ORDER FORM.

8.2     EXCEPT FOR (i)VENDOR’SMISUSE OFCUSTOMER’S CONTENT, (ii)CUSTOMERS’MISUSE OFVENDOR’S CONTENT AND/OR INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

9. Insurance

9.1      Insurance.  The Vendor shall ensure that it has in place, at all times, suitable and valid insurance. At a minimum, during the term of this Agreement, Vendor agrees to maintain the following:(i) Employers’ Liability Insurance no less than £5,000,000 (ii) Professional Indemnity Insurance no less than £1,000,000 per claim (iii) Public Liability Insurance no less than £5,000,000 per claim (iv) Products Liability Insurance no less than £5,000,000 per claim.

10. Miscellaneous

10.1Entire Agreement; Amendments. This Agreement, including all exhibits incorporated herein by reference, contains the entire agreement of the parties regarding the subject matter described herein and supersedes all prior and contemporaneous agreements or commitments between the parties related or relating thereto, whether electronic, oral or written. The parties agree that any “click-through”, “click-wrap”, “click-to-agree” or other terms or conditions that Customer is required to agree to in the course of accessing or using the Services shall, notwithstanding such terms and conditions, be null and void. The provisions of this Agreement may not be amended except by mutual written and executed agreement. In the event of a conflict between this Agreement, a SOW, and/or the DPA, the DPA shall govern over the SOW which shall govern over this Agreement.

10.2Governing Law. This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

10.3Dispute Resolution. Except where injunctive or other equitable relief is sought, the Parties must usereasonable good faith efforts to resolve any dispute which arises between them in connection with this Agreement within thirty (30) days of such dispute

arising. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party. The seat of the arbitration shall be England and Wales.  The arbitration shall be governed by the Arbitration Act 1996 and Rules for Arbitration as agreed between the Parties.  In the event that the Parties are unable to agree on the arbitrator(s) or the Rules for Arbitration, either Party may, upon giving written notice to the other Party, apply to the President or Deputy President for the time being of the Chartered Institute of Arbitrators for the appointment of an arbitrator or arbitrators and for any decision on rules that may be required.

10.4Assignment. Except in connection with a merger or sale of all or substantially all of such party’s assets, neither party may assign this Agreement or any SOW to a third party without the advance written consent of the other party. This Agreement and any SOWs will bind and benefit the parties, their successors, and their permitted assigns.

10.6Notices.  Except where email is permitted, all notices must be sent via internationally recognised delivery service. Notices to Vendor must be addressed to the address set forth in the applicable SOW or, if none, to24 Holborn Viaduct, London EC1A 2BN, United Kingdom, Attn: Legal Department, in either case, with a copy to info@jalubro.com; and, if to Customer, to the address set forth above.

10.7Force Majeure. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control, provided that the party suffering from any such conditions shall use reasonable efforts to mitigate against the effects of such conditions and, if such delay or default continues for a period of thirty (30) days or longer, the other party may terminate any SOW affected by such delay or default in which case Vendor will promptly refund to Customer any amounts pre-paid for the portion of the SOW so terminated.

10.8General.  If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction. The waiver of any breach of any provision of this Agreement will be effective only if in writing. No such waiver will operate or be construed as a waiver of any subsequent breach. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. This Agreement may be signed in counterparts and by facsimile, e-signature, or PDF.

10.9Non-Solicitation. Neither party for the Term of this Agreement and for a period of 12 months after its termination or expiry, shall (by itself or through a third party) solicit for employment, employ, contractor hire(whether directly or indirectly) the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement without the express written consent of that Party. As used herein the word “employ”, in all its forms, shall include, without limitation, a person providing services as an independent contractor for either party.

10.10Relationship. Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

IMPORTANT NOTES:

(A)Please pay particular attention to Section 2, which determines if and when the terms of the Data Processing Addendum here will come into force and effect.

(B)The Data Protection Laws mandate that the Processing of Customer Personal Data that Jalubro carriesout on your behalf is subject to a contract containing certain specific terms (these are set out in Article 28(3) of the GDPR). We have prepared this Data Processing Agreement (here) to ensure that these mandated terms are in place.

(C)Furthermore, following the UK ceasing to be a member state of the European Union (“Brexit”), and the subsequent expiry of post-Brexit transitional arrangements agreed between the UK and the EU, the EU GDPR has been replaced in the UK by the UK GDPR. Accordingly, the Parties need to reflect the application of the UK GDPR as well as, potentially, the continued application of the EU GDPR (as and where applicable).