Common use of Client’s Obligations Clause in Contracts

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) 5.1.1 co-operate with the Company Keyn Certification in all matters relating to the Services; In particular in case of remote audit, the Client and Keyn Certification shall discuss and agree to the suitable ICT means (Information and Communication Technology) to ensure an efficient conduct of the audit and an appropriate level of confidentiality; (c) provide the Company5.1.2 provide, or cause its suppliers to provide, in a timely manner and at no charge, access and transportation to all necessary equipment, materials, facilities, documents, data, and personnel as required by Keyn Certification, its employees, agents, consultants and subcontractorsrepresentatives, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide perform the Services; (d) provide 5.1.3 prepare and maintain the Company relevant premises and materials for rendering the Services; 5.1.4 adopt all necessary measures to ensure the safety and security of working conditions on site during performance of the Services and inform Keyn Certification without delay of all health and safety rules and regulations, any occurrence of a serious incident or breach of regulation necessitating the involvement of the competent regulatory authority and any other reasonable security requirements that apply at any of the relevant premises; 5.1.5 ensure that the Client’s equipment is in good working order, under the Client’s control and operation, suitable for the purposes for which it is used in relation to the Services and conforms to all relevant and applicable standards or requirements; 5.1.6 where necessary, obtain and maintain all necessary licences and consents and comply with such all relevant legislation in relation to the Services and the use of the Client's equipment and facilities; 5.1.7 ensure that all documents, information and materials as material made available by the Company may reasonably require in order Client to supply Keyn Certification under the ServicesAgreement do not and will not infringe, and ensure or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, licence or other intellectual property rights or proprietary rights of any third party; and 5.1.8 Ensure that such information is complete and accurate in all material respects; (e) prepare the . Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may information shall be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure provided by the Client to perform any relevant obligation Keyn Certification at least twenty (Client Default): (a20) without limiting or affecting any other right or remedy available to it, days before the Company shall have the right to suspend performance agreed commencement date of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company audit. Keyn Certification shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure any prevention or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred Agreement caused by the Company arising directly Client; 5.1.9 Take all necessary steps to eliminate or indirectly from remedy any obstructions to or interruptions in the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation performance of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In 5.2 To the event extent that Keyn Certification renders Services, the Client should fail agrees that Keyn Certification does not owe any specific success but only such Services. 5.3 Keyn Certification reserves the right to supply unilaterally alter or extend the defined deadlines in the Agreement or postpone them if the Client Requirements at fails to punctually provide Keyn certification with the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysrelevant Client Information.

Client’s Obligations. 4.1 a. The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) i. co-operate with the Company Supplier in all matters relating to the ServicesWorks; ii. appoint an authorised representative in respect of the Works to be performed under each Statement of Work, such person to be identified as the ‘Client’s SoW Contact’ in the Statement of Work. That person shall have authority to contractually bind the Client on all matters relating to the relevant Works (c) provide including by signing Change Control Orders); iii. provide, for the CompanySupplier, its agents, Associates, subcontractors and employees, agentsin a timely manner and at no charge, consultants and subcontractors, with access to the Client’s 's premises, office accommodation accommodation, data and other facilities as required by the Supplier to carry out the Service including any such access as is specified in a Statement of Work; iv. provide to the Supplier in a timely manner all documents, information, items and materials in any form (whether owned by the Client or a third party) required under a Statement of Work or otherwise reasonably required by the Company to provide Supplier in connection with the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, Works and ensure that such information is they are accurate and complete and accurate in all material respects; v. inform the Supplier of all health and safety and security requirements that apply at the Client's premises (e) prepare or the Client’s premises end-client premises) and supply copies of these policies to the Supplier. If the Client wishes to make a change to those requirements which will materially affect provision of the Works, it can only do so via the change control procedure set out in clause 8 (Change Control Order); vi. ensure that all the Client's Equipment is in good working order and suitable for the supply of purposes for which it is used in relation to the ServicesWorks and conforms to all relevant United Kingdom standards or requirements; (f) vii. obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Supplier to provide the Works, the use of all Client Materials and the use of the Client's Equipment insofar as such licences, permissions consents and consents which may be required for legislation relate to the Services Client's business, premises, staff and equipment, in all cases before the date on which the Services Works are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) viii. comply with any additional obligations responsibilities of the Client as set out in the Order Formrelevant Statement of Work. 4.2 b. If the Company’s Supplier's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, consultants or failure by the Client employees then, without prejudice to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to itit may have, the Company Supplier shall have the right be allowed an extension of time to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of perform its obligations in each case equal to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred delay caused by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) and the Client shall reimburse the Company on written demand for pay any additional costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Defaultthat may be incurred. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shallIn addition to any other provisions in this Agreement, you must: (a) ensure that the terms of the Order and any other information it provides Immediately notify Vantage in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance writing of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client change to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Servicesyour contact details, including, without limitation, all materialscontact telephone numbers; email address(es); facsimile numbers and addresses and of any of any other information relevant to the performance of, assetsand compliance with, information and/or documentation this Agreement; (b) post Margin in advance of trading with Vantage and immediately post additional Margin upon receipt of a Margin Call from Vantage if you do not wish to become subject to a Margin Cut in respect of some or all of your open Transactions; (c) immediately on demand, indemnify Vantage for all and any Losses suffered by it in connection with Vantage’s provision of the Client which Services to you; (d) to pay the Client has agreed Commissions when due and ensure your Account is sufficiently funded for this purpose; (e) immediately to provide or which subsequently becomes pay the necessary amounts to provide clear any Shortfall on your Account on the earlier of: (a) you becoming aware; and (b) Vantage notifying you; (f) regularly check your Account Statements and promptly inform Vantage of any errors in order the statements, as failure to allow notify Vantage of any error within 48 hours of the Company to provide execution of a transaction shall constitute an acceptance by you of the Services. 4.4 In description of the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner transaction(s) as set out in the above clause 4.3Account Statements and you shall be bound by such description; (g) to agree that any net loss on any Negative Xxxx-to-Market Transaction may be deducted from your Account on a real-time basis, or when the Company shall Transaction is closed (as determined by Vantage); (h) to use any Site Data solely for the purposes set out in this Agreement and you acknowledge that such data or information is proprietary to Vantage and any such provider and you will not be held responsible for retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by Applicable Laws; and to use such data or information solely in compliance with the Applicable Laws; (i) to comply with all and any consequences of such delays, directions and/or prohibitions from Vantage personnel as regards you trading account and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or trading strategy employed; (j) in connection with your Account and associated trading activity, comply with all Applicable Laws; (k) provide completely accurate information in your account opening documentation and to supply future supporting evidence if so requested in order to carry out any future money laundering checks; and (l) we request your consent to execute any Transactions off-venue where the underlying of the Transaction is capable of execution on a Trading Venue (as defined under MiFID II), such delaysconsent being deemed to have been provided by you executing Transactions on the Platform.

Client’s Obligations. 4.1 5.1 The Client warrants that it has provided Envantage with all relevant, full and accurate information as to the Client’s business and needs 5.2 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Envantage in all matters relating to the Contracted Services; (b) appoint an Authorised Person in respect of the Contracted Services, as identified in the Schedule of Contracted Services. That person shall have authority to contractually bind Envantage on all matters relating to the relevant Contracted Services (including by signing Change Services Documents). The Client shall use reasonable endeavours to ensure that the same person acts as its Authorised Person throughout the term of the Schedule of Contracted Services, but may replace that person from time to time where reasonably necessary in the interests of the Client’s business; (c) provide the Companyprovide, for Envantage, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by Envantage including any such access as is specified in the Company to provide the Schedule of Contracted Services; (d) without prejudice to the generality of clause 5.1, provide to Envantage in a timely manner the Company with such information Initial Information and all documents, information, items and materials as in any form (whether owned by the Company may Client or a third party) reasonably require required by Envantage in order to supply connection with the Services, Contracted Services and ensure that such information is they are accurate and complete and accurate in all material respects; (e) prepare inform Envantage of all health and safety and security requirements that apply at any of the Client’s premises for the supply of the Services;'s premises; and (f) obtain and maintain all necessary licencesnot, permissions and consents which may be required for the Services before period from the date on which of this Contract up to its termination, contract with, instruct, permit or otherwise engage with any third party for the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property provision of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned services to the Company, and not dispose of or use Client that are materially similar to the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order FormContracted Services from time to time. 4.2 5.3 If the Company’s Envantage's performance of any of its obligations under the this Contract is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, consultants or failure by the Client employees then, without prejudice to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available it may have, Envantage shall be allowed an extension of time to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of perform its obligations in each case equal to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred delay caused by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client DefaultClient. 4.3 5.4 The Client shall provide not use any Client Requirements to opinions, advice or Deliverables provided by Envantage for investment purposes as defined by the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the ServicesFinancial Conduct Authority. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 3.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) 3.1.1 co-operate with the Company in all matters relating to the Services; (c) 3.1.2 provide, or cause its suppliers or counterparties to provide, in a timely manner and at no charge, access to the relevant operational facilities and personnel as required by the Company, its agents, subcontractors, consultants and employees, to perform the Services. The Client will procure access to, and appropriate preparation and maintenance of, the relevant premises for the supply of the Services, including identifying, monitoring, correcting or removing any actual or potentially hazardous conditions or materials from any of the premises before and during the supply of the Services at those premises; and shall adopt or procure all necessary measures to ensure safety and security of working conditions on site during performance of the Services and inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the operational premises; 3.1.3 subject to agreement to the contrary, provide the Company, its employees, agents, consultants subcontractors and subcontractorsrepresentatives with all necessary transportation and equipment, with access such equipment to the Client’s premisesbe in good working order, office accommodation and other facilities as reasonably required by the Company to provide for provision of the Services; (d) 3.1.4 provide the Company with Company, either directly or through its suppliers and subcontractors, in a timely manner, such information and materials as the Company may reasonably require in order to supply for the Services, proper performance of the Services and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) 3.1.5 where necessary, obtain and maintain all necessary licences, permissions licenses and consents which may be required for the Services before the date on which the Services are to start; (g) and comply with all applicable laws, including health relevant legislation in relation to the Services and safety laws; and (h) keep all materials, equipment, documents and other property the use of the Company (Company Materials) at Client's equipment; 3.1.6 take all necessary steps to eliminate or remedy any obstructions to or interruptions in the Client’s premises in safe custody at its own risk, maintain performance of the Services. 3.2 To the extent that the Company Materials in good condition until returned renders Services, the Client agrees that the Company is required only to provide the Services and the reporting of the results of such Services. The Client is responsible for exercising its own, independent judgment with regard to the information and recommendations provided by the Company. Neither the Company nor any of its agents warrant the quality, and not dispose outcome, effectiveness or appropriateness of any decision or action undertaken on the basis of the Deliverables provided under the Agreement. 3.3 Subject to Article 5, the Company shall have no responsibility or liability for any third party’s use of or use the Company Materials other than in accordance with reliance on any Deliverables provided or prepared by the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in . Its responsibility towards the Order FormClient is expressly limited according to these General Conditions. 4.2 3.4 If the Company’s 's performance of any of its obligations under the Contract Agreement is prevented or delayed by any act act, omission, default or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance negligence of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) employees, the Company shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay. 3.5 If the Client anticipates the use of any Deliverables in any legal proceeding, arbitration, dispute resolution forum or other proceeding, it shall so notify the Company in writing prior to requesting the Services and in any event prior to the use of such Deliverables in any such proceeding. The parties agree that the Company has no obligation to provide an expert witness or witness of fact at such proceeding unless the Company gives its prior consent in writing. 3.6 The Client shall ensure that the safety measures applicable in accordance with guidance issued by governmental and other competent authorities are maintained at all times on that area that the Company’s failure or delay employees are required to perform any their services (including their access or egress the site or use hygiene or recreational facilities). Accommodation ladders or Pilot ladders provided shall be in compliance with the International Convention of its obligations as set out in this Clause 4.2; and Life at Sea (cSOLAS) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Defaultregulations. 4.3 3.7 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event acknowledges that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3interests of health and safety, the Company shall grants each of its agents, employees, subcontractors and representatives a ‘stop work authority’ permitting not to resume work if access is deemed unsafe and an alternate safe access cannot be held responsible for provided and/or to stop work and leave site at their sole discretion if they or other Company personnel have concerns of any consequences nature in respect of health and safety and the Client agrees that no liability of the Company shall arise from the exercise of such delaysdiscretion, and but that payment for such visit shall remain due to the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysCompany.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the ServicesServices and appoint a Client's Key Contact in relation to the Project, who shall have the authority contractually to bind the Client on matters relating to the Project; (cb) provide provide, for the Company, its employeesSpecialists, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by the Company to provide the Servicesor any of them; (dc) provide the Company with provide, in a timely manner, such In-put Material and other information and materials as the Company may reasonably require in order to supply the Servicesrequire, and ensure that such information it is complete and accurate in all material respects; (ed) prepare inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises for the supply of the Services's premises; (fe) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company's Equipment, the use of In-put Material and the use of the Client's Equipment in relation to the Company's Equipment insofar as such licences, permissions consents and consents which may be required for legislation relate to the Services Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 5.2 If the Company’s 's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) employees, the Company shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from such prevention or delay. The Company shall be entitled to invoice for work performed if unable to meet a Milestone or Deliverable due to such act or omission and shall use its sole discretion to determine whether to invoice on a fixed fee or on a time and materials basis. 5.3 The Client shall be liable to pay to the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company , on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Company confirming such costs, charges and losses to the Client Defaultin writing. 4.3 5.4 The Client shall provide not, without the prior written consent of the Company, at any Client Requirements to time from either the Company in date of introduction of a timely manner in order to enable Specialist, the Company to provide date of this agreement or the expiry of 12 (twelve)months after the last date of supply of the Services, includingwhichever is the later, without limitationsolicit , all materialsEngage or attempt to Engage any person who is, assetsor has been, information and/or documentation engaged as an employee, consultant or subcontractor of the Client which the Client has agreed to provide Company or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out Specialist in the above clause 4.3, provision of the Company shall not be held responsible for any consequences of such delays, and Services or Engage the Clients hereby holds harmless Specialist directly or indirectly other than via the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysCompany.

Client’s Obligations. 4.1 5.1 The Client shallshall use its reasonable endeavours to: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Consultancy in all matters relating to the Services;: (cb) provide the CompanyConsultancy, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, in a timely manner and at no charge, with access to reasonable accessto the Client’s premisespremises and during normal office hours on written request from the Consultancy, office accommodation data and other facilities as reasonably required by the Company Consultancy to provide perform the Services;, (dc) provide to the Company with Consultancy, in a timely manner, such In-put Materialand other information and materials as the Company Consultancy may reasonably require in order to supply the Services, and ensure that such information ensurethat it is complete and accurate in all material respects; (ed) prepare be responsible (at its own reasonable cost), unless otherwise agreed) for preparing the relevant Client’s site(s) or premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 5.2 If the CompanyConsultancy’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, consultants or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to itemployees, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company Consultancy shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay. 5.3 Notwithstanding clauses 4.2 and 5.2, the Company’s failure Consultancy shall not be entitled to recover any additional costs from the Client or delay to perform be relieved from any of its obligations as set out in this Clause 4.2; and (c) obligations, except where such additional costs or adverse effect on performance have been caused by the Client shall reimburse providing misleading information to the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client DefaultConsultancy. 4.3 5.4 The Client shall provide not, without the prior written consent of the Consultancy, at any Client Requirements time from the date of the Contract to the Company in a timely manner in order to enable expiry of six months after the Company to provide last date of supply of the Services, includingsolicit or entice away from the agency or employ (or attempt to employ) any person who is, without limitationor has been, all materialsengaged as an employee, assets, information and/or documentation consultant or subcontractor of the Client which Consultancy in the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide provision of the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that pay the Fees in accordance with the terms of the Order and any other information it provides in the Order Form are complete and accurateAgreement; (b) co-operate with the Company in all matters relating to the Services; (cwhere required) provide the Company, its employees, agents, consultants and subcontractors, with allow ZD reasonable access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety lawsFacilities; and (hc) keep all materials, equipment, documents and other property promptly notify ZD of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Companyissues that may affect ZD’s performance of any the Agreement. 5.2 If ZD’s performance of its obligations under the Contract Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) the Company employees, ZD shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay. 5.3 The Client shall be responsible for, and warrants compliance with, all contractual restrictions and all applicable laws, rules and regulations, governing the Company’s failure confidentiality, scanning, retention and disposition of information contained in any materials (including Articles) provided to ZD. 5.4 The Client warrants and undertakes that: (a) it is the owner or delay legal custodian of the Articles and has all necessary authority to perform deal with the Articles in accordance with the Agreement; (b) it will not deliver to ZD any Articles which are (without limitation) flammable, explosive, toxic, or are otherwise dangerous or unsafe; not fit for purpose or which are regulated under any applicable law or regulation relating to hazardous materials; (c) it will pay the Fees in case of its obligations as set out in this Clause 4.2a request for collection that is (on the part of the Client) incorrect or cancelled by the Client; and (cd) any representation made to ZD by the Client shall reimburse or the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from Client’s employees, agents and permitted assigns is true and correct and the Client Defaulthas all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated herein. 4.3 5.5 The Client acknowledges and agrees that the terms of the Agreement only apply to Articles which are in ZD’s possession, custody and control. Articles only come into ZD’s possession and control when they are in an ZD controlled vehicle or are at any ZD Facility. 5.6 The Client shall provide keep the Authorised Users under review and up-to-date at all times and notify ZD in writing of any Client Requirements changes to the Company in a timely manner in order Authorised Users and shall ensure the Authorised Users where relevant take all reasonable steps to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation safeguard user names and passwords and prevent unauthorised use of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicessame. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 6.1. The Client shall: a) promptly provide Endava and the Endava Personnel with all information, documents, support and co-operation that may reasonably be required by Endava to enable Endava to carry out its obligations to the Client under this Agreement; b) provide all necessary equipment, facilities and access and ensure co-operation by the Client Personnel (aall at no extra cost to Endava) in the event that Endava undertakes any aspect of the Services at the Client Premises; c) take all reasonable steps to ensure the health and safety of the Endava Personnel while they are at the Client Premises; d) ensure that the terms of the Order computer and operating system and any other information it provides in hardware or software which Endava is asked to use or modify for the Order Form purpose of providing the Services and/or Deliverables (“Client Materials”) are complete and accurate; (b) co-operate with either the Company in all matters relating to property of the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access Client or are legally licensed to the Client, and shall indemnify Endava from and against all costs, liabilities, damages and expenses arising out of any third party claim that Endava’s premises, office accommodation use of the Client Materials infringes that party’s Intellectual Property Rights; e) be solely responsible for the verification and other facilities as reasonably required back up of any data prior and throughout to the use of such data by Endava or processed by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the ServicesDeliverables, and ensure that the continued verification and back up of such information is complete and accurate data, as well as any data in all material respects; (e) prepare the Client’s premises its control prior to being transferred to Endava for the supply provision of the Services; (f) obtain provide or arrange, if applicable, at its expense for any specialist training in the Client’s methods, products, business practices, applications and maintain all necessary licences, permissions and consents systems which may it requires to be required for undertaken by Endava. Time spent in such training will be invoiced by Endava at the Services before the date on which the Services are to startFee Rates; (g) comply with all applicable laws, including health and safety lawsuse reasonable endeavours to train its staff in the use of the Deliverables; h) notify Endava if it notices or suspects that wrong assumptions have been made or wrong directions have been taken by Endava; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out undertake its responsibilities identified in the Order Formrelevant Work Package. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) 5.1.1 co-operate with the Company Performanta in all matters relating to the Services; 5.1.2 appoint a project manager/project lead in respect of the Services to be performed under each Statement of Work, such person to be identified in the Statement of Work. That person shall have authority to contractually bind the Client on all matters relating to the relevant Services (c) provide the Companyincluding by signing Change Orders under clause 7); 5.1.3 provide, for Performanta, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, Client Equipment, systems (including remote access), data, making available suitably qualified employees and contractors of the Client, power consumables and other facilities as reasonably required by the Company to provide the ServicesPerformanta (including any such access as is specified in a Statement of Work); (d) 5.1.4 provide the Company with such information to Performanta in a timely manner all documents, data, information, items and materials as in any form (whether owned by the Company may reasonably require Client or a third party) required under a Statement of Work or otherwise required by Performanta in order to supply connection with the Services, and ensure that such information is these are accurate and complete and accurate in all material respects; (e) prepare 5.1.5 inform Performanta of all health and safety and security requirements that apply at the Client’s premises 's premises; 5.1.6 ensure that all the Client's Equipment is in good working order and suitable for the supply of the Servicespurposes for which it is used and conforms to all relevant United Kingdom standards or requirements; (f) 5.1.7 obtain and maintain all necessary licences, permissions licences and consents which may be and comply with all relevant legislation as required for to enable Performanta to provide the Services Services, including in relation to the installation of any of Performanta’s Equipment, the use of all Client Materials and the use of the Client's Equipment, in all cases before the date on which the Services are to start; (g) comply 5.1.8 keep and maintain Performanta’s Equipment and in accordance with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the ClientPerformanta’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned instructions from time to the Company, time and not dispose of or use the Company Materials Performanta’s Equipment other than in accordance with the CompanyPerformanta’s written instructions or authorisation; and (i) 5.1.9 comply with any additional obligations responsibilities of the Client as set out in the Order Formrelevant Statement of Work. 4.2 5.2 The Client shall: 5.2.1 comply with all applicable laws, statutes, regulations and codes from time to time in force; and 5.2.2 notwithstanding the generality of clause 5.2.1, comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”) and shall: 5.2.2.1 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; 5.2.2.2 have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate; and 5.2.2.3 notify Performanta (in writing) if it becomes aware of any breach of clause 5.2.2.1 or clause 5.2.2.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of this Agreement. 5.3 If the CompanyPerformanta’s performance of any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, consultants or failure by the Client employees then, without prejudice to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available it may have, Performanta shall: 5.3.1 be allowed an extension of time to it, perform its obligations equal to the Company shall have delay caused by the right Client; and 5.3.2 be entitled to suspend performance of the Services until recover from the Client remedies the Client Defaulton demand all reasonable costs, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs charges or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and it (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materialsany direct, assetsindirect or consequential losses, information and/or documentation loss of profit and loss of reputation, loss or damage to property, injury to or death of any person and loss of opportunity to deploy resources elsewhere), subject to Performanta confirming such costs, charges and losses to the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Serviceswriting. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shall, if the Item is delivered to the Conservator’s premises, be responsible for arranging transit of the Item to and from the Conservator’s premises unless otherwise agreed in writing; and will insure the Item against all risks whilst it is at the Conservator’s premises and in transit to and from such premises. The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Conservator in all matters relating to the Services; (cb) where the Services are to be carried out on the premises of the Clients, provide the CompanyConservator, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, in a timely manner and at no charge, with access to the Client’s 's premises, office accommodation data and other facilities as reasonably required by the Company to provide the ServicesConservator; (dc) provide to the Company with Conservator, in a timely manner, such In-put Material and other information and materials as the Company Conservator may reasonably require in order to supply the Services, and ensure that such information it is complete and accurate in all material respects; (ed) prepare inform the Client’s premises for the supply Conservator of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents rules and regulations and any other property of the Company (Company Materials) reasonable security requirements that apply at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 's premises. If the Company’s Conservator's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, consultants or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to itemployees, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company Conservator shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure such prevention or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the delay. The Client shall reimburse be liable to pay to the Company Conservator, on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company Conservator (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Conservator confirming such costs, charges and losses to the Client Default. 4.3 in writing. The Client shall provide any Client Requirements warrants to the Company in a timely manner in order Conservator that it is the owner of the Item and indemnifies the Conservator against any claims made by any party against the Conservator to enable the Company to provide the Services, includinginclude, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, lossesdamages, costs and interest arising from any lack of ownership or expenses arising out of any lien, charge or in connection with such delaysencumbrance over the Item.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Xxxxx Logic in all matters relating to the Services and appoint the Client's Manager, who shall have the authority contractually to bind the Client on matters relating to the Services; (cb) provide the Companyprovide, for Xxxxx Logic, its agents, sub-contractors and employees, agentsin a timely manner and at no charge, consultants and subcontractors, with access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required requested by the Company to provide the ServicesXxxxx Xxxxx ; (dc) provide the Company with provide, in a timely manner, such In-put Material and other information and materials as the Company Xxxxx Logic may reasonably require in order to supply the Services, request and ensure that such information it is complete and accurate in all material respects; (ed) prepare be responsible (at its own cost) for preparing and maintaining the Client’s relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing Xxxxx Logic of all of its obligations and actions under this clause 5.1(d); (e) inform Xxxxx Logic of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client's premises; (f) ensure that all Client's Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements; and (g) obtain and maintain all necessary licences, permissions licences and consents which may be required for and comply with all relevant legislation in relation to the Services Services, the use of In-put Material and the use of the Client's Equipment in all cases before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 5.2 If the Company’s Xxxxx Logic's performance of any of its obligations under the Contract this Agreement or any Statement of Work is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, sub-contractors or delays the Company’s performance of any of its obligations; (b) the Company employees, Xxxxx Logic shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure such prevention or delay to perform any of its obligations as set out in this Clause 4.2; anddelay. (c) the 5.3 The Client shall reimburse the Company be liable to pay to Xxxxx Logic, on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company Xxxxx Logic (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Xxxxx Logic confirming such costs, charges and losses to the Client Defaultin writing. 4.3 5.4 The Client shall provide not, at any Client Requirements time from the date of the Contract to the Company in a timely manner in order to enable expiry of twelve months after the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation last date of supply of the Client which Services solicit or entice away from Xxxxx Logic or employ or attempt to employ any person who is, or has been, engaged as an employee or sub- contractor of Xxxxx Logic in the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide provision of the Services. 4.4 5.5 In the event that the Client should fail to supply shall breach clause 5.4, the Client Requirements at shall pay to Xxxxx Logic a sum equivalent to 50% of the time specified then current annual remuneration of Xxxxx Logic’s employee or in a timely manner as set out in sub-contractor or, if higher, 50% of the above clause 4.3, annual remuneration to be paid by the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs Client to that employee or expenses arising out of or in connection with such delayssub-contractor.

Client’s Obligations. 4.1 The 2.1 Client shall: (a) ensure that provide Service Provider with all financial and other information, whether or not publicly available, necessary to familiarize Service Provider with the terms business and operations of the Order Client. The Client recognizes that Service Provider will rely upon such information and any other data received from the Client and its advisors without independent verification. Service Provider does not assume responsibility for the accuracy or completeness of such information it provides in received from the Order Form are complete and accurateClient; (b) co-operate allow Service Provider the opportunity, from time to time, to discuss the material business and operations of the Client with the Company in all matters relating to appropriate Client personnel for the purposes of performing the Services; (c) cooperate with Service Provider in all matters relating to the Services and provide the Company, its employees, agents, consultants and subcontractors, with such access to the Client’s 's premises, and such office accommodation and other facilities as may reasonably required be requested by Service Provider, for the Company to provide purposes of performing the Services; (d) promptly review all work products of Service Provider and respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the Company with requirements of this Agreement; (e) in the format requested by the Service Provider, provide such materials, data or information and materials as Service Provider may request to carry out the Company may reasonably require Services in order to supply the Services, a timely manner and ensure that such Client materials or information is are complete and accurate in all material respects; (ef) prepare promptly advise Service Provider of any material or contemplated material transactions which may have an effect on the day-to-day operations of the Client’s premises for the supply of the Services; (fg) have system download capability and, when applicable provide pertinent downloads and other data which tie to trial balances; and (h) obtain and maintain all necessary licences, permissions licenses and consents which may be required for and comply with all applicable laws in relation to the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 2.2 If the Company’s Service Provider's performance of any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by the of Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting its agents, subcontractors, consultants or affecting any other right or remedy available to itemployees, the Company Service Provider shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any not be deemed in breach of its obligations in each case to the extent the Client Default prevents under this Agreement or delays the Company’s performance of any of its obligations; (b) the Company shall not be otherwise liable for any costs costs, charges or losses sustained or incurred by Client, in each case, to the Client extent arising directly or indirectly from such prevention or delay. 2.3 If Client data, materials or other information provided to the Company’s failure Service Provider is incomplete, inaccurate, or delay does not conform to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred format required by the Company arising directly or indirectly from the Service Provider, and Client Default. 4.3 The Client shall provide is unable to remedy any Client Requirements to the Company such issue in a timely manner fashion, Service Provider may extend the timeline for delivery of Services outlined in order to enable the Company to provide the Servicesa given SOW, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in the alternative, may charge additional fees of a timely manner as set out in minimum of $2,000 for the above clause 4.3, additional time and effort required to resolve the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysdata issues.

Client’s Obligations. 4.1 The Client shall: (a) 4.1.1 before the acceptance of our Engagement Letter, ensure that the terms scope of the Order Services set out in such Engagement Letter is appropriate to the Client’s needs; 4.1.2 ensure that the Client’s instructions in relation to the Services and any other information it provides in the Order Form to WSL are complete and accurate; 4.1.3 inform WSL as soon as reasonably practicable upon becoming aware of any information and/or developments which may (bin the Client’s reasonable opinion) have a bearing on the Services; 4.1.4 co-operate with the Company WSL in all matters relating to the Services; 4.1.5 comply with all Client Responsibilities (cif applicable) with reasonable skill and care and in accordance with Good Industry Practice; 4.1.6 provide the CompanyWSL, its employees, agents, consultants and subcontractors, with access to the Client’s 's premises, office accommodation and other facilities as reasonably required by WSL in connection with the Company to provide provision of the Services; (d) 4.1.7 provide the Company WSL with such information and materials materials, as the Company WSL may reasonably require in order to supply the Services, and ensure that such any information provided to WSL is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) 4.1.8 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;; and (g) 4.1.9 comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s WSL's performance of any of its obligations under the Contract any Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"): (a) 4.2.1 without limiting or affecting any other right or remedy available to itWSL, the Company WSL shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s WSL's performance of any of its obligations; (b) the Company 4.2.2 WSL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s WSL's failure or delay to perform any of its obligations as set out in this Clause clause 4.2; and (c) 4.2.3 the Client shall reimburse the Company WSL on written demand for any costs or losses sustained or incurred by the Company WSL arising directly or indirectly from the Client Default. 4.3 WSL shall be entitled to assume that the person(s) named in the relevant Engagement Letter has(have) actual authority to instruct WSL and WSL will be entitled to rely on any information provided by such person(s). 4.4 Where the Services are performed for the benefit of more than one person and/or entity, the liability of such persons and/or entities shall be joint and several. Each such person and/or entity irrevocably permits WSL to disclose to any other person and/or entity at any time any information which WSL would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any such person and/or entity ends this permission during the provision of the relevant Services, or if a conflict of interest arises between such persons and/or entities, WSL may suspend or terminate the provision of the Services related to that matter to one or more of the affected persons and/or entities. 4.5 The Client shall provide not (or any Client Requirements of the Client’s group companies or affiliates, as applicable), without WSL’s prior written consent, for the duration of all Agreements to the Company expiry of 12 months after the termination of the last Agreement, solicit or entice away from WSL, employ or attempt to employ any person who is, or has been, engaged as WSL partner, employee, consultant or subcontractor in a timely manner in order to enable the Company to provide provision of the Services, including, without limitation, all materials, assets, information and/or documentation other than by means of the Client which the Client has agreed a national advertising campaign open to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesall-comers and not specifically targeted at such persons. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shall: (a) shall be bound by an obligation to cooperate with the Company to ensure that the terms products and services are effectively supplied. In particular, it shall send the Company, under its own responsibility, any doc- uments, licences, authorisations and information that the Company has indicated as being necessary for the performance of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with its task. It shall put the Company in contact with all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required persons concerned by the Company object of its task and shall appoint a single contact person to provide the Services; (d) coordinate it. It shall provide the Company with such information all the equipment it requires to perform its task (office, PC, connections, access to installations, electrical power, etc.) and materials as shall take all necessary steps to back up its own data. The Client shall be responsible for ensuring that intellectual property rights are complied with and that the designs, products and software that it chooses to install or have installed on its systems by the Company may reasonably require in order are used lawfully. The Client shall refrain from reproducing or copying them by any means whatsoever or forwarding them to supply third parties without the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare express authorisation of their authors. Under no circumstances shall the Company be held liable for the Client’s premises unauthorised use of software. The Client undertakes to compensate the Company for any and all damages resulting from the supply unauthorised use of designs, products and software on the part of the Services; (f) obtain Client. Under a leasing agreement, the Client shall ensure that it uses the leased equipment responsibly and maintain all in an en- vironment that conforms to the specifications. It shall pay for maintenance and any necessary licencesrepairs, permissions and consents which may be required for shall not claim a reduction in the Services before rental cost or the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property termination of the Company (Company Materials) at agreement. It undertakes to insure the Client’s premises in safe custody leased equipment at its own riskexpense for the entire term of the leasing agreement. It shall return the equipment at its own expense and under its own responsibility, maintain in its original packaging and in good working order, subject to normal wear and tear after being used by technically competent operators. If the Client fails to return the equipment for any reason whatsoever, it shall refund the Company Materials the equivalent value, plus a flat fee equivalent to three months’ rent. The Company shall retain title to the leased equipment (equipment and software) for the entire term of the leasing agreement. Lease payments are payable in good condition until returned advance. Any period that has begun shall be payable in full. Non-payment of one lease payment on its due date may result in the automatic termination of the leasing agreement, the Company taking back the leased equipment and a demand for lease compensation equivalent to all the lease payments still due. The Client shall never pledge the leased equipment as collateral, exchange it or transfer its title. The Client alone shall determine its purposes and methods with respect to processing the personal data for which it is responsible. Should the Client consider subcontracting the processing of personal data, it is incumbent upon it to select a subcontractor offering adequate guarantees in terms of implementing the requisite technical and organisational measures, in accordance with article 28 subparagraph 1 of the GDPR. Insofar as personal data that the Client is responsible for processing is subcontracted to the Company, and not dispose the Client hereby declares that it has complied with all legal obligations in relation to the protection of personal data and, as a consequence, in particular that it has: - ensured, insofar as all or use part of the personal data whose processing is subcontracted to the Company Materials other than has al- ready been subcontracted to a third party, that this third-party subcontractor offered adequate guarantees in terms of implementing the requisite technical and organisational measures in accordance with article 28 subparagraph 1 of the GDPR; - provided its clients with information regarding, inter alia, the duration for which data will be kept, clients’ rights to access, rectify and delete data, and clients’ rights to restrict or object to the processing of their personal data, in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as provisions set out forth in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client articles 13 to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance 21 of the Services until the Client remedies the Client DefaultGDPR; - implemented an internal policy, as well as appropriate technical and organisational measures, to rely on the Client Default to relieve ensure that it from the performance of any of its obligations in each case can demonstrate to the extent supervisory authorities at any time that its processing of personal data is compliant with the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay requirements set forth in articles 24 to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation 26 of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 GDPR; In the event that a service ordered by the Client should fail requires the written consent of its clients as regards the processing of the sensitive personal data referred to supply in article 9.1 of the GDPR, the Client Requirements at undertakes and guarantees that it will obtain the time specified or written consent of its clients before sending the aforementioned data to the Company, in a timely manner as set out in accord- ance with article 7 of the above clause 4.3, GDPR. The Client shall hold the Company shall not be held responsible harmless for any consequences damage that it may suffer as a consequence of such delays, and a failure on the Clients hereby holds harmless part of the Company from and against all claims, liabilities, losses, costs or expenses arising out Client to meet its obligations in terms of or in connection with such delaysthe processing of personal data.

Client’s Obligations. 4.1 The 5.1 Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Strategy IT in all matters relating to the Services and appoint a Client Manager - as may be varied, on notice to Strategy IT, from time to time - in relation to this SOW, who shall (i) have the authority contractually to bind Client on matters relating to the Services, and (ii) be responsible for managing issues relating to the day- to-day performance of the SOW, including meeting with the Strategy IT Manager at regular intervals to discuss and minute the progress of the Services; (b) identify and assign all Client personnel required to work with and support Strategy IT’s project team as shall reasonably be required for the provision of the Services (and the delivery of any Deliverables) in a timely manner; (c) provide the Company, its employees, agents, consultants and subcontractors, with such access to the Client’s premises's premises and data, and such office accommodation and other facilities as may reasonably be required by for the Company to provide purposes of providing the Services; (d) provide the Company with such information as Strategy IT may request (and materials as Client considers reasonably necessary), and make such decisions regarding Strategy IT’s approach to each project, interim performance and the Company may reasonably require like in order to supply enable Strategy IT to carry out the Services, and ensure that such information is complete and accurate Services in all material respects;a timely manner; and (e) prepare the Client’s premises for the supply inform Strategy IT of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents rules and regulations and any other property of the Company (Company Materials) reasonable security requirements that apply at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form's premises. 4.2 5.2 If the Company’s Strategy IT's performance of any of its obligations under the Contract this SOW is prevented or delayed by any act or omission by the Client of Client, its agents, subcontractors, consultants or failure by the Client to perform any relevant obligation employees, Strategy IT shall (Client Default): (ai) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from such prevention or delay; and (ii) have the Company’s failure or delay to perform any time for performance of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred extended by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation period of the Client which the Client has agreed to provide delay or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesprevention. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 5.1 The Client shallwill: 5.1.1 pay all sums, fees, Deposits and other charges due under any Contract by their due date, time of payment being of the essence; 5.1.2 if a Service is delayed other than through the Company’s fault, at the election of the Company (ato be exercised in the Company’s sole discretion) ensure pay any fees or expenses incurred and/or any sums required by the Company in respect of idle-time incurred for the delay, including delay as a result of the Client’s agents or representatives. The Company’s fees will be charged at the Company’s then current hourly rate. Any agreed time schedules will be deferred to a period of time to be determined in the sole discretion of the Company; 5.1.3 take all reasonable precautions to protect the health and safety of the Company’s personnel whilst at the Location; 5.1.4 allow the Company to exercise upon reasonable notice a right of entry over all premises in the possession of or under the control of the Client in order for the Company to perform its duties under the Contract and to determine whether the Client is complying with its obligations under these Terms; 5.1.5 be responsible for ensuring that the terms Location is ready to receive the Solutions concerned, inclusive of the Order applicable power and any other information it provides in the Order Form are complete and accuratecommunications requirements; (b) 5.1.6 promptly furnish the Company with any information required by the Company in order to provide the Solutions and will ensure its employees or agents co-operate in a timely manner with the Company; 5.1.7 if the Client fails for any reason (including, without limitation, a failure by the Client to pay a Deposit or as a result of a delay that is not caused by the Company) to complete any purchase of any Solution within the period notified to the Client at any time by the Company, indemnify the Company in all matters against any loss (including loss of profit), damage or cost of whatever nature suffered or incurred by the Company reasonably relating to such failure on the Servicespart of the Client including, without limitation, reasonable charges and/or expenses incurred by Third Parties retained by the Company; 5.1.8 indemnify and keep the Company indemnified in respect of any losses (c) including loss of profit), costs, damages, claims and/or expenses incurred by the Company due to any claims by any Third Party arising out of any possession, use, access to or modification of the Client’s computer systems by the Company on the Client’s instructions and/or use of any materials supplied to the Company by the Client. The indemnity in this clause 5.1.7 will survive the termination or expiry of this Contract; 5.1.9 not copy or reproduce in any way the Documentation or any part thereof without receiving the Company’s prior written consent; and 5.1.10 perform such other obligations as are set out in the Quotation, or as reasonably requested by a representative of the Company. 5.2 The Client will promptly provide the Company, its employees, agents, consultants and subcontractorson request, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such all information and materials as assistance that the Company may reasonably require in order to supply the Services, and ensure performance of its duties under the Contract. 5.3 The Client warrants that such information is complete and accurate in all material respects; (e) prepare any of its representatives who enter into the Contract have the Client’s premises for the supply of the Services; (f) obtain authority to do so and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible will take responsibility for any consequences employee, ex-employee or other person who holds themselves out to be an authorised representative of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysClient.

Client’s Obligations. 4.1 The Client shall: (a) shall be bound by an obligation to cooperate with the Company to ensure that the terms products and services are effectively supplied. In particular, it shall send the Company, under its own responsibility, any doc- uments, licences, authorisations and information that the Company has indicated as being necessary for the performance of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with its task. It shall put the Company in contact with all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required persons concerned by the Company object of its task and shall appoint a single contact person to provide the Services; (d) coordinate it. It shall provide the Company with such information all the equipment it necessary steps to back up its own data. The Client shall be responsible for ensuring that intellectual property rights are complied with and materials as that the designs, products and software that it chooses to install or have installed on its systems by the Company may reasonably require in order are used lawfully. The Client shall refrain from reproducing or copying them by any means whatsoever or forwarding them to supply third parties without the Servicesexpress authorisation of their authors. Under no circumstances shall the Company be held liable for the Client's unauthorised use of software. The Client undertakes to compensate the Company for any and all damages resulting from the unauthorised use of designs, products and software on the part of the Client. Under a leasing agreement, the Client shall ensure that such information is complete it uses the leased equipment responsibly and accurate in all material respects; (e) prepare an en- not claim a reduction in the Client’s premises for rental cost or the supply termination of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for agreement. It undertakes to insure the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody leased equipment at its own riskexpense for the entire term of the leasing agreement. It shall return the equipment at its own expense and under its own responsibility, maintain in its original packaging and in good working order, subject to normal wear and tear after being used by technically competent operators. If the Client fails to return the equipment months' rent. The Company shall retain title to the leased equipment (equipment and software) for the entire term of the leasing agreement. Lease payments are payable in advance. Any period that has begun shall be payable in full. Non-payment of one lease payment on its due date may result in the automatic termination of the leasing agreement, the Company Materials taking back the leased equipment and a demand for lease compensation equivalent to all the lease payments still due. The Client shall never pledge the leased equipment as collateral, exchange it or transfer its title. The Client alone shall determine its purposes and methods with respect to processing the personal data for which it is responsible. Should the Client consider subcontracting the processing of personal data, it is incumbent upon it to select a subcontractor offering adequate guarantees in good condition until returned terms of implementing the requisite technical and organisational measures, in accordance with article 28 subparagraph 1 of the GDPR. Insofar as personal data that the Client is responsible for processing is subcontracted to the Company, and not dispose the Client hereby declares that it has complied with all legal obligations in relation to the protection of personal data and, as a consequence, in particular that it has: - ensured, insofar as all or use part of the personal data whose processing is subcontracted to the Company Materials other than has al- ready been subcontracted to a third party, that this third-party subcontractor offered adequate guarantees in terms of implementing the requisite technical and organisational measures in accordance with article 28 subparagraph 1 of the GDPR; - provided its clients with information regarding, inter alia, the duration for which data will be kept, clients' rights to access, rectify and delete data, and clients' rights to restrict or object to the processing of their personal data, in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as provisions set out forth in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client articles 13 to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance 21 of the Services until the Client remedies the Client DefaultGDPR; - implemented an internal policy, as well as appropriate technical and organisational measures, to rely on the Client Default to relieve ensure that it from the performance of any of its obligations in each case can demonstrate to the extent supervisory authorities at any time that its processing of personal data is compliant with the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay requirements set forth in articles 24 to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation 26 of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 GDPR; In the event that a service ordered by the Client should fail requires the written consent of its clients as regards the processing of the sensitive personal data referred to supply in article 9.1 of the GDPR, the Client Requirements at undertakes and guarantees that it will obtain the time specified or written consent of its clients before sending the aforementioned data to the Company, in a timely manner as set out in accord- ance with article 7 of the above clause 4.3, GDPR. The Client shall hold the Company shall not be held responsible harmless for any consequences damage that it may suffer as a consequence of such delays, and a failure on the Clients hereby holds harmless part of the Company from and against all claims, liabilities, losses, costs or expenses arising out Client to meet its obligations in terms of or in connection with such delaysthe processing of personal data.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the ServicesServices and appoint a Client's Key Contact in relation to the Project, who shall have the authority contractually to bind the Client on matters relating to the Project; (cb) provide provide, for the Company, its employeesSpecialists, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by the Company to provide the Servicesor any of them; (dc) provide the Company with provide, in a timely manner, such In-put Material and other information and materials as the Company may reasonably require in order to supply the Servicesrequire, and ensure that such information it is complete and accurate in all material respects; (ed) prepare inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises for the supply of the Services;'s premises;‌ (fe) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company's Equipment, the use of In-put Material and the use of the Client's Equipment in relation to the Company's Equipment insofar as such licences, permissions consents and consents which may be required for legislation relate to the Services Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (f) treat the Specialists as independent contractors of the Company. (g) comply with all applicable lawswhere the Services are undertaken at the Client’s site or at a location dictated by the nature of the Services, provide a safe place of work and ensure safe working conditions including provision of equipment, in good condition, if required. The parties shall notify the other as soon as practicable of any health and safety laws; andincidents or material health and safety hazards at the locations at which the Services are performed of which it becomes aware and which relate to or arise in connection with the performance of Project(s); (h) keep all materials, equipment, documents and other property notify the Company in writing immediately if it becomes subject to an HMRC investigation in respect of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisationServices; and (i) comply with any additional obligations as set out all Applicable Laws arising from, directly or indirectly connected with the Services and will assist the Company in the Order Formcomplying likewise. 4.2 5.2 If the Company’s 's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) employees, the Company shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from such prevention or delay. The Company shall be entitled to invoice for work performed if unable to meet a Milestone or Deliverable due to such act or omission and shall use its sole discretion to determine whether to invoice on a fixed fee or on a time and materials basis. 5.3 The Client shall be liable to pay to the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company , on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Company confirming such costs, charges and losses to the Client Defaultin writing. 4.3 5.4 The Client shall provide not, without the prior written consent of the Company, at any time from either the date of introduction of a Specialist, the date of this agreement or the expiry of twelve months after the last date of supply of the Services, whichever is the later, solicit , Engage or attempt to Engage any person who is, or has been, engaged as an employee, consultant or subcontractor of the Company or Specialist in the provision of the Services or Engage the Specialist directly or indirectly other than via the Company.‌ 5.5 [Any Engagement with or without Company’s consent in accordance with clause 5.4, shall be subject to the Client Requirements paying to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation flat introduction fee of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.£50,000 plus VAT.]‌

Client’s Obligations. 4.1 The Client shallwill: 4.1.1 ensure prompt provision of resources, including decisions, information, documentation and access (ato personnel, records and Premises) ensure that the terms of the Order required to enable COHS and any other information it provides in the Order Form are complete its agents and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company employees to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the CompanyContract; 4.1.2 ensure a safe working environment at the Premises for COHS, its agents and employees; and ensure in the interests of health and safety that COHS’s written instructions personnel, while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures; 4.1.3 be responsible for the accuracy and legality of all information from time to time provided to COHS, ensure that none of it infringes the IP of or authorisationdefames any person and indemnify and keep COHS indemnified accordingly; 4.1.4 be solely responsible for maintaining back-up and disaster recovery procedures and all other information the Client supplies to COHS from time to time; 4.1.5 wherever possible, provide a suitable vehicle parking facility for use by COHS’s personnel which is free from any legal restrictions and immediately close to the location at which the Equipment is installed and/or Services provided; and (i) comply with any additional 4.1.6 perform its obligations as set out in the Order FormContract in a competent, prompt and diligent manner. 4.2 If The Client hereby acknowledges that the Company’s performance provision by COHS of the Services in accordance with this Contract will not absolve the Client from any of its obligations obligation, including any statutory obligation, to which it may from time to time be subject. 4.3 The Client agrees that COHS shall not be liable under the Contract is prevented any circumstances for any delay, error or delayed problem caused by any act or omission by on the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance part of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it its agents or employees. COHS may levy additional charges (at its then current standard rates) resulting from the performance any additional work or additional costs incurred or undertaken as a consequence of any of its obligations in each case to the extent the Client Default prevents such act or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesomission. 4.4 The Client accepts that COHS shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client. 4.5 In the event that the Client should fail fails to supply notify COHS of any problem or concern within 72 hours of COHS carrying out the Services then the Client Requirements at will be deemed to have accepted the time specified same. 4.6 Once an order has been issued and a start date agreed in writing, the client may not delay the agreed start date of the project without written notice in writing to COHS with a minimum of 10 working days. Without this notice Corporate OHS may begin charging as per the agreed start date, whether work has commenced or in a timely manner as set out not 4.7 The client will not within 24 months of the expiration of the term of any project or outsourcing agreement hire directly any of COHS employees involved in the above clause 4.3project without the prior agreement of COHS. If agreement is given, the Company shall not employee may be held responsible for any consequences hired as per COHS Recruitment Terms and Conditions (available to view on www. Xxxxxxxxxxxx.xxx) The rate chargeable is 15% of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysemployees gross annual total salary.

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Shot Blast in all matters relating to the Services and appoint the Client's Manager in relation to the Services, who shall have the authority contractually to bind the Client on matters relating to the Services; (cb) provide the Companyprovide, for Shot Blast, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by the Company to provide the ServicesShot Blast or any of them; (dc) provide the Company with provide, in a timely manner, such In-put Material and other information and materials as the Company Shot Blast may reasonably require in order to supply the Servicesrequire, and ensure that such information it is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (fd) obtain and maintain all necessary licences and consents including from contributors, presenters or third parties and comply with all relevant legislation in relation to the Services, the installation of Shot Blast's Equipment, the use of In-put Material and the use of the Client's Equipment in relation to Shot Blast's Equipment insofar as such licences, permissions consents and consents which may be required for legislation relate to the Services Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (he) keep all materialswhere applicable, equipment, documents and other property seek its own independent legal advice to the applicability of the Company (Company Materials) at the Client’s premises in safe custody at guidance to its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Formbusiness. 4.2 If the Company’s Shot Blast's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) the Company employees, Shot Blast shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from the Company’s failure such prevention or delay to perform any of its obligations as set out in this Clause 4.2; anddelay. (c) the 4.3 The Client shall reimburse the Company be liable to pay to Shot Blast, on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company Shot Blast (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to Shot Blast confirming such costs, charges and losses to the Client Defaultin writing. 4.3 4.4 The Client shall provide not, without the prior written consent of Shot Blast, at any Client Requirements time from the date of this agreement to the Company in a timely manner in order to enable expiry of 6 months after the Company to provide last date of supply of the Services, includingsolicit or entice away from Shot Blast or employ or attempt to employ any person who is, without limitationor has been, all materialsengaged as an employee, assets, information and/or documentation consultant or subcontractor of Shot Blast in the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide provision of the Services. 4.4 In 4.5 The Client shall ensure its terms and brief are complete and accurate, so that Shot Blast can provide the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out correct Deliverables and Services outlined in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysProposal.

Client’s Obligations. 4.1 The Client shallshall be responsible for: (a) ensure 8.1 Communications links involving any data derived from its operation in conjunction with requirements and orders which are being used by the Company; 8.2 Ensuring that the terms of Documents and Data supplied to the Order and any other information it provides Company are prepared in the Order Form are complete and accuratea proper manner by competent trained employees only or by persons under their supervision; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company8.3 Appoint or designate a competent person who will act as The Client's contact person and who will be responsible for providing any Facilities, its employees, agents, consultants Data and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably or Information of whatsoever nature which may be required by the Company to provide for the Servicespurposes of fulfilling obligations under any contract which may be in operation with the Company; (d) provide 8.4 Supply the Company with such all information and materials as necessary to enable the Company may reasonably require in order to supply proceed with the Services, Contract and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable lawsstatutory and other requirements; 8.5 Indemnify the Company against copyright, misleading information, including health by reason of omission any false trade description of whatsoever nature; 8.6 Ensure that all information supplied to the Company complies with the current Codes and safety laws; and (h) keep all materials, equipment, documents and other property Practice of the Company (Company Materials) at appropriate, relevant and concerned bodies in the Client’s premises in safe custody at its own risk, maintain industry; 8.7 During the initial set up stages to check all sample prints produced by the Company Materials in good condition until returned to establish that the Company, and not dispose of or use same are correct; 8.8 In the event that the Company Materials other than in accordance with the Company’s written instructions is delayed or authorisation; and (i) comply with any impeded or obliged to spend additional obligations as set out time or incur additional expenses in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed these Terms and Conditions by reason of any act or omission of The Client its employees, agents, contractors or sub-contractors (including the provision by any person of any incorrect or inadequate data, information or instructions) then, notwithstanding anything else contained in this document: 8.8.1 If as a result any obligation on the part of the Company is not completed by the date specified then any instalment due to be paid by The Client on completion of that stage or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely be paid on the Client Default to relieve it date specified for such completion as distinct from the performance actual date of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2completion; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 8.8.2 The Client shall provide any Client Requirements pay to the Company a reasonable sum in a timely manner in order to enable respect of any additional time spent and expenses incurred by or on behalf of the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide carrying out such obligations and caused or which subsequently becomes rendered necessary to provide in order to allow the Company to provide the Servicesby such act or omission. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shall: (a) 4.1.1 before the acceptance of our Engagement Letter, ensure that the terms scope of the Order Services set out in such Engagement Letter is appropriate to the Client’s needs; 4.1.2 ensure that the Client’s instructions in relation to the Services and any other information it provides in the Order Form to Tricor are complete and accurate; 4.1.3 inform Tricor as soon as reasonably practicable upon becoming aware of any information and/or developments which may (bin the Client’s reasonable opinion) have a bearing on the Services; 4.1.4 co-operate with the Company Tricor in all matters relating to the Services; 4.1.5 comply with all Client Responsibilities (cif applicable) with reasonable skill and care and in accordance with Good Industry Practice; 4.1.6 provide the CompanyTricor, its employees, agents, consultants and subcontractors, with access to the Client’s 's premises, office accommodation and other facilities as reasonably required by Tricor in connection with the Company to provide provision of the Services; (d) 4.1.7 provide the Company Tricor with such information and materials materials, as the Company Tricor may reasonably require in order to supply the Services, and ensure that such any information provided to Tricor is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) 4.1.8 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;; and (g) 4.1.9 comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s Tricor's performance of any of its obligations under the Contract any Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation ("Client Default"): (a) 4.2.1 without limiting or affecting any other right or remedy available to itTricor, the Company Tricor shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s Tricor's performance of any of its obligations; (b) the Company 4.2.2 Tricor shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s Tricor's failure or delay to perform any of its obligations as set out in this Clause clause 4.2; and (c) 4.2.3 the Client shall reimburse the Company Tricor on written demand for any costs or losses sustained or incurred by the Company Tricor arising directly or indirectly from the Client Default. 4.3 Tricor shall be entitled to assume that the person(s) named in the relevant Engagement Letter has(have) actual authority to instruct Tricor and Tricor will be entitled to rely on any information provided by such person(s). 4.4 Where the Services are performed for the benefit of more than one person and/or entity, the liability of such persons and/or entities shall be joint and several. Each such person and/or entity irrevocably permits Tricor to disclose to any other person and/or entity at any time any information which Tricor would otherwise be prohibited from so disclosing by virtue of our duty of confidentiality. If any such person and/or entity ends this permission during the provision of the relevant Services, or if a conflict of interest arises between such persons and/or entities, Tricor may suspend or terminate the provision of the Services related to that matter to one or more of the affected persons and/or entities. 4.5 The Client shall provide not (or any Client Requirements of the Client’s group companies or affiliates, as applicable), without Tricor’s prior written consent, for the duration of all Agreements to the Company expiry of 12 months after the termination of the last Agreement, solicit or entice away from Tricor, employ or attempt to employ any person who is, or has been, engaged as Tricor partner, employee, consultant or subcontractor in a timely manner in order to enable the Company to provide provision of the Services, including, without limitation, all materials, assets, information and/or documentation other than by means of the Client which the Client has agreed a national advertising campaign open to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesall-comers and not specifically targeted at such persons. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the ServicesServices and appoint a Client's Key Contact in relation to the Project, who shall have the authority contractually to bind the Client on matters relating to the Project; (cb) provide provide, for the Company, its employeesSpecialists, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by the Company to provide the Servicesor any of them; (dc) provide the Company with provide, in a timely manner, such In-put Material and other information and materials as the Company may reasonably require in order to supply the Servicesrequire, and ensure that such information it is complete and accurate in all material respects; (ed) prepare inform the Company of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises for the supply of the Services;'s premises;‌ (fe) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of the Company's Equipment, the use of In-put Material and the use of the Client's Equipment in relation to the Company's Equipment insofar as such licences, permissions consents and consents which may be required for legislation relate to the Services Client's business, premises, staff and equipment, in all cases before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 5.2 If the Company’s 's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) employees, the Company shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from such prevention or delay. The Company shall be entitled to invoice for work performed if unable to meet a Milestone or Deliverable due to such act or omission and shall use its sole discretion to determine whether to invoice on a fixed fee or on a time and materials basis. 5.3 The Client shall be liable to pay to the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company , on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to the Company confirming such costs, charges and losses to the Client Defaultin writing. 4.3 5.4 The Client shall provide not, without the prior written consent of the Company, at any Client Requirements to time from either the Company in date of introduction of a timely manner in order to enable Specialist, the Company to provide date of this agreement or the expiry of 12 (twelve)months after the last date of supply of the Services, includingwhichever is the later, without limitationsolicit , all materialsEngage or attempt to Engage any person who is, assetsor has been, information and/or documentation engaged as an employee, consultant or subcontractor of the Client which the Client has agreed to provide Company or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out Specialist in the above clause 4.3, provision of the Company shall not be held responsible for any consequences of such delays, and Services or Engage the Clients hereby holds harmless Specialist directly or indirectly other than via the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.Company.‌

Client’s Obligations. 4.1 3.1 The Client shall: (a) ensure that the terms of the Order each Debt Instruction and any other information it provides in the Order Form connection with it are complete and accurate; (b) co-operate with the Company Lackfords in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company Lackfords with such information instructions, information, documents and materials as the Company Lackfords may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (hd) keep all materials, equipment, documents permit Lackfords or any other person authorised by Lackfords to have reasonable access to details of their debtor records and other property of provide such assistance as Lackfords may reasonably require to enable in order to supply the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order FormServices. 4.2 If 3.2 In the Company’s performance event of any of its obligations under the Contract is prevented or delayed by any act or omission a breach by the Client of any material terms of the terms and conditions or any failure by the Client to perform any relevant obligation under it (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company Lackfords shall have the right to suspend performance of the Services without liability to the Client until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company Lackfords shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay by Lackfords to perform any of its obligations as set out in this Clause 4.2under the terms and conditions; and (c) the Client shall reimburse the Company Lackfords on written demand for any costs or losses sustained or incurred by the Company Lackfords arising directly or indirectly from the Client Default. 4.3 3.3 The Client shall provide any Client Requirements pay each invoice submitted by Lackfords in full and in cleared funds to the Company a bank account nominated in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide writing by Lackfords by direct debit or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicescontinuous payment authority. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 6.1 The Client shall: (a) ensure that CLIENT shall carry out all of its obligations under this Agreement, and in particular, the terms CLIENT undertakes to assist STARLINE in any possible ways to produce the best possible result. This may include, without prejudice to the generality of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Companyforegoing, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of previously translated material, glossaries (in-house or other types), illustrations, samples, etc…, as may be deemed necessary by both parties. 6.2 Furthermore, the Services;materials submitted by the CLIENT shall not contain anything of an obscene, blasphemous or libellous nature and shall not infringe the copyright of any other rights of third parties. (f) obtain and maintain all necessary licences, permissions and consents 6.3 The CLIENT undertakes to keep STARLINE harmless from any claim for infringement of copyright or any legal action which may arise as a result of the content of the original source materials. 6.4 The CLIENT must notify STARLINE within 30 days of delivery of the Translated Works any claim arising out of the provision of the Services and/or the Translated Works (“Claim”), together with full details of any Claim. In any event, STARLINE shall not be required liable to the CLIENT if the CLIENT fails to notify STARLINE of any Claim within a reasonable time of delivery of the Translated Works. 6.5 Unless otherwise agreed by STARLINE, the CLIENT (which for the purposes of this clause includes any of the CLIENT’s associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator who has provided the Services before and/or Translated Works to the CLIENT on STARLINE’s behalf under the Contract (“Translator”). In the event of the CLIENT’s breach under this clause, the CLIENT agrees to pay us an amount equal to the aggregate remuneration paid by STARLINE to the Translator for the year immediately prior to the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property CLIENT employed or used the services of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order FormTranslator. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in relating to the Order Form Services are complete and accurate; (b) co-operate with the Company ID Medical in all matters relating to the Services; (c) provide the CompanyID Medical, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the ServicesID Medical; (d) provide the Company ID Medical with such information and materials as the Company ID Medical may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health ; and safety laws; and (h) keep and maintain all materials, equipment, documents and other property of the Company ID Medical (Company including Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials property in good condition until returned to the CompanyID Medical, and not dispose of or use the Company services Materials other than in accordance with the CompanyID Medical’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form.; 4.2 If the CompanyID Medical’s performance of any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) ID Medical shall without limiting its other rights or affecting any other right or remedy available to it, the Company shall remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the CompanyID Medical’s performance of any of its obligations; (b) the Company ID Medical shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the CompanyID Medical’s failure or delay to perform any of its obligations as set out in this Clause 4.2clauses 5.1 and 5.2; and (c) the Client shall reimburse the Company ID Medical on written demand for any costs or losses sustained or incurred by the Company ID Medical arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Company in a timely manner in order to enable Software (including for the Company to provide avoidance of doubt it’s database structure, architecture and design) without the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the ServicesSupplier’s prior written consent. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 9.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in (if submitted by the Order Form Client) the Goods Specification are complete and accurate; (b) co-operate with the Company Supplier in all matters relating to the Services; (c) provide the CompanySupplier, its employees, agents, consultants and subcontractors, with access to the Client’s 's premises, office accommodation and other facilities as reasonably required by the Company Supplier to provide the ServicesServices or where at a shipyard or marina or other berthing location ensure the Supplier has the same equivalent required access; (d) provide the Company Supplier with such information and materials as the Company Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare or ensure the Client’s premises are prepared for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health keep and safety laws; and (h) keep maintain all materials, equipment, documents and other property of the Company Supplier (Company Supplier Materials) at the Client’s 's premises in safe custody at its own risk, maintain the Company Supplier Materials in good condition until returned to the CompanySupplier, and not dispose of or use the Company Supplier Materials other than in accordance with the Company’s Supplier's written instructions or authorisation; and (h) ensure the premises comply with all applicable health and safety requirements. (i) comply with LINC highly recommends that our works are built into an overall plan of works at an early stage. LINC expects to receive a project programme showing commencement and finish dates and expressly reserves that they are not liable for any additional obligations as set out in delays to this which are outside their reasonable control or where the Order Formproject programme makes it reasonable and practically impossible for them to meet it. In the event of delays and project overruns LINC reserve the right to review the labour charges and when necessary issue a revision. 4.2 (j) It should be noted that a large amount of our work takes place towards the end of an overall project. It is normal that final installation, programming and commissioning will take place after the main build/refit contractors achieve practical completion and hence this should be allowed for in any programme of works. Upon request LINC can create and issue a ‘Programme of Works’ relating to the project being undertaken. 9.2 If the Company’s Supplier's performance of any of its obligations under in respect of the Contract Services is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) the Supplier shall without limiting its other rights or affecting any other right or remedy available to it, the Company shall remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s Supplier's performance of any of its obligations; (b) the Company Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s Supplier's failure or delay to perform any of its obligations as set out in this Clause 4.2clause 9.2; and (c) the Client shall reimburse the Company Supplier on written demand for any costs or losses sustained or incurred by the Company Supplier arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shallClient's obligations hereunder are: (a) ensure that To cooperate as practicable and reasonable with TRC in the terms planning and execution of the Order Remediation and Project Completion so that TRC may comply with its obligations hereunder; provided, however, that Client shall not be required to incur additional expense or any other information it provides significant investment of time or effort in the Order Form are complete and accurateconnection with such cooperation; (b) co-operate with To allow TRC to utilize, at no cost to Client, the Company in all matters relating existing utilities at the Sites, to the Servicesextent the same are owned or operated by Client, except that TRC shall be solely responsible for the cost of any extensions, material use of utilities, additional or modified permits, all costs of utility service, and any capital improvements needed by TRC to conduct the Remediation and achieve Project Completion; (c) Subject to Client's prior approval, which approval shall not be unreasonably withheld, to allow TRC to apply for and obtain permits (or to modify or amend Client's existing permits), and sign, approvals, and manifests as may be necessary to implement the Remediation and Project Completion, provided that such permits, approvals and manifests will not create conditions inconsistent with Client's need to operate the Sites for its ongoing and ordinary business operations. Client shall have the right but not the obligation to participate in any interaction with Governmental Authorities for the application of such permits, permit modification or amendments, approvals or manifests and TRC shall provide Client with sufficient advance notice of all such interaction to allow same. In the Companyapplication for such permits, its employeespermit modifications or amendments, agentsapprovals or manifests, consultants TRC shall be designated as the operator and subcontractors, with access to Client designated as the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Servicesowner; (d) provide To the Company with extent assignable, to assign to TRC any consulting, off-site waste disposal or remediation contracts it has executed for the Remediation of any Site, provided that TRC shall agree to abide by the terms and conditions of such information contracts and materials as to assume the Company may reasonably require in order to supply the Servicesongoing obligations of Client thereunder, and ensure to transfer to TRC all data, reports, and information that Client to its knowledge has in its possession concerning the Pre-existing Pollution Conditions at any such information is complete and accurate in all material respectsSite; (e) prepare With respect to any PLL Claim (as hereinafter defined in Paragraph 9(e)) for which Client has sought and obtained coverage under the Policy, to pay at Client’s premises for 's election and at its sole and absolute discretion, to TRC or the supply Insurer, as applicable, the actual costs of any Remediation approved by the Insurer conducted by TRC or such other approved contractor that is covered by the Policy but which Remediation is subject to any separate deductible or self-insured retention an amount up to the amount but in no event more than such self-insured retention required by the Policy; (each, an "SIR PAYMENT"); provided, however, the costs of such Remediation shall be approved in advance by the Insurer as ordinary and reasonable charges either on a fixed price or time and materials basis. Client may elect, with the consent and approval of the Services;Insurer, to escrow any SIR Payment with the Insurer in accordance with the terms of the Policy, whereupon such funds shall be drawn from the Policy by TRC or such other approved contractor in accordance with the terms thereof and any amounts remaining upon completion of such specific portions of the Remediation shall be returned to Client. Notwithstanding anything to the contrary contained herein, TRC and Client expressly acknowledge and agree that, upon acceptance by the Insurer of any PLL Claim for coverage under the Policy, and upon the request of Client and approval by the Insurer, TRC shall manage all aspects of the PLL Claim for and on behalf of Client in all respects, but subject to the reporting and notice provisions of Paragraph 4 of this Agreement, and Client shall execute and deliver to TRC any documents or instruments necessary to transfer and assign such authority to TRC with respect to such PLL Claim. TRC shall indemnify, defend and hold harmless Client from and against any costs, damages, expenses or liabilities incurred by Client to the extent arising from or caused by TRC's acts or omissions in managing the PLL Claim that result in the Insurer's denial of coverage under the Policy or denial of reimbursement to Client for such costs, damages, expenses or liabilities payable by the Insurer pursuant to such PLL Claim. TRC further acknowledges and agrees that its obligations to perform Remediation arising out of PLL Claims shall be identical to its other duties and obligations hereunder, except to the extent otherwise expressly set forth in this Paragraph 5(e); provided, however, Client agrees that TRC's obligations under this subparagraph 5(e) are conditioned upon TRC performing the Remediation on behalf of Client as Client's scheduled contractor under the applicable PLL Claim. (f) obtain and maintain all necessary licences, permissions and consents which may be Except to the extent required for Remediation and Project Completion, to perform the Services before capital improvements, repairs, replacements and maintenance reasonably necessary to prevent any releases or continuing releases of Pollutants from the date on which portion of the Services Sites that are to startowned or controlled by Client; (g) comply To cooperate with all applicable lawsTRC in the identification, including health location and safety laws; anddefinition of Client's sub-surface structures (e.g., pipes and lines) at the Sites; (h) keep all materials, equipment, documents To pay the premium and other property of any surplus lines taxes and fees for the Company (Company Materials) at Policy in full on the Effective Date and to satisfy Client’s premises in safe custody at its own risk, maintain 's continuing obligations under the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisationPolicy; and (i) comply with any additional obligations as set out To provide to TRC reasonable access to the Plant Site and use of the parking lot and the office space at the Xxxxxx Millpond facility in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract Work Area that is prevented or delayed owned by any act or omission Client, provided such access does not unreasonably interfere with Client's ongoing business operations, is coordinated with and approved in advance by the Client or failure by Designated Reporting Person and is otherwise limited to the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Defaultareas shown on Exhibit "F" attached hereto, and to rely on reasonably support TRC, at no cost to Client, in its efforts to obtain access to non-owned property adjacent to these areas as needed. Notwithstanding anything to the contrary contained herein, the Parties hereto acknowledge and agree that there shall be no further payment or compensation due or payable from Client Default to relieve it from in connection with this Agreement or the performance of Client's or TRC's obligations thereunder, except with respect to a Change pursuant to Paragraph 6(d) herein or an SIR Payment as set forth in Paragraph 5(e) above. TRC acknowledges and agrees that it shall, from time to time, make claims under Coverage H of the Policy to pay the costs of known or anticipated Remediation, all as more fully set forth in this Agreement. TRC shall be solely responsible for and shall duly and timely perform the Remediation, even if some or all Remediation Costs are not subject to reimbursement under the Policy or if TRC and the Insurer are engaged in a dispute regarding coverage with respect to all or any portion of its obligations in each case such Remediation Costs. TRC shall provide to Client copies of all written communications with the Insurer relating to such claims and Remediation Costs, together with any background materials submitted to the extent Insurer in connection therewith and shall keep Client regularly apprised of the Client Default prevents or delays the Company’s performance status of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Defaultcoverage disputes. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The 8.1 Policy the Client shall: (a) 8.1.1 Provide the Company with all information as may be required by the Company in order to provide the Managed IT Service, including Client Data, security access information and interfaces to the Client's other business applications, together with such personnel assistance as may be requested by the Company; 8.1.2 Comply with all applicable laws and regulatory requirements with respect to its activities under the Contract; 8.1.3 Take good care of the Companies Equipment to prevent damage or loss to such equipment arising from misuse by Client personnel in accordance with any applicable Company policy or instructions of the Company from time to time; 8.1.4 Maintain adequate policies of insurance which provide cover for the companies equipment when located at the clients premises against the normal risks which the Client could reasonably be expected to insure against in respect of its own equipment; 8.1.5 Not store, distribute or transmit any material through the Managed IT Service that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities; 8.1.6 Take all reasonable precautions against unauthorised access to and loss of data and ensure that its data is backed up; 8.1.7 Shall use all reasonable endeavours to procure that it and any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Contract; and 8.1.8 Where applicable and appropriate, comply (and shall procure that any end users shall comply) at all times with the terms of any end user software licences as notified by the Company to the Client from time to time, including the terms of the Order and any other information it provides end user licence agreement set out in Schedule 2 to these Conditions. 8.2 Pay the maintenance charges in the Order Form proposal in full to DCP Total Solutions Limited. If at any time should the whole or any part thereof be in arrears from the due date then DCP Total Solutions Limited shall be entitled to suspend all services hereunder until payment is made to DCP Total Solutions Limited. No Refunds are complete payable on payments received. All Goods remain the property of DCP Total Solutions Limited until full payment is received and accurate;acknowledged in full. (b) co-operate with the Company in 8.3 To provide DCP Total Solutions Limited at all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, reasonable times with access to the Client’s premises, office accommodation equipment and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply allow maintenance of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for equipment under the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property terms of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order FormContract/agreement. 4.2 If 8.4 Not to maintain, service, repair, adjust, tamper or alter the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 equipment. In the event that of requiring any alterations to the Client equipment to give DCP Total Solutions Limited 24 Hours notice and should fail to supply the Client Requirements at the time specified or an agent not appointed by DCP Total Solutions Limited then affect any alterations, this action will void all warranties. Any breach of this condition may result in a timely manner as set out in the above clause 4.3this Contract being terminated by DCP Total Solutions Limited, the Company shall not be held responsible for any consequences if DCP Total Solutions Limited so desires, with no refunds of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysmonies paid.

Client’s Obligations. 4.1 The Client shallwill: 4.1.1 ensure prompt provision of resources, including decisions, information, documentation and access (ato personnel, records and Premises) ensure that the terms of the Order required to enable COHS and any other information it provides in the Order Form are complete its agents and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company employees to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the CompanyContract; 4.1.2 ensure a safe working environment at the Premises for COHS, its agents and employees; and ensure in the interests of health and safety that COHS’s written instructions personnel, while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures; 4.1.3 be responsible for the accuracy and legality of all information from time to time provided to COHS, ensure that none of it infringes the IP of or authorisationdefames any person and indemnify and keep COHS indemnified accordingly; 4.1.4 be solely responsible for maintaining back-up and disaster recovery procedures and all other information the Client supplies to COHS from time to time; 4.1.5 wherever possible, provide a suitable vehicle parking facility for use by COHS’s personnel which is free from any legal restrictions and immediately close to the location at which the Equipment is installed and/or Services provided; and (i) comply with any additional 4.1.6 perform its obligations as set out in the Order FormContract in a competent, prompt and diligent manner. 4.2 If The Client hereby acknowledges that the Company’s performance provision by COHS of the Services in accordance with this Contract will not absolve the Client from any of its obligations obligation, including any statutory obligation, to which it may from time to time be subject. 4.3 The Client agrees that COHS shall not be liable under the Contract is prevented any circumstances for any delay, error or delayed problem caused by any act or omission by on the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance part of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it its agents or employees. COHS may levy additional charges (at its then current standard rates) resulting from the performance any additional work or additional costs incurred or undertaken as a consequence of any of its obligations in each case to the extent the Client Default prevents such act or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesomission. 4.4 The Client accepts that COHS shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client. 4.5 In the event that the Client should fail fails to supply notify COHS of any problem or concern within 72 hours of COHS carrying out the Services then the Client Requirements at will be deemed to have accepted the time specified same. 4.6 Once an order has been issued and a start date agreed in writing, the client may not delay the agreed start date of the project without written notice in writing to COHS with a minimum of 10 working days. Without this notice Corporate OHS may begin charging as per the agreed start date, whether work has commenced or in a timely manner as set out not 4.7 The client will not within 24 months of the expiration of the term of any project or outsourcing agreement hire directly any of the COHS employees – either directly engaged by Corporate OHS or associated staff - involved in the above clause 4.3project without the prior agreement of COHS. If agreement is given, the Company shall not employee may be held responsible for any consequences hired at a one off fee of such delays, and 15% of the Clients hereby holds harmless employees gross annual total salary offered by the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysclient.

Client’s Obligations. 4.1 8.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate;provide IEX with: (bi) all necessary co-operate with the Company operation in all matters relating relation to the Services;this Agreement; and (cii) provide the Company, its employees, agents, consultants and subcontractors, with all necessary access to the Client’s premises, office accommodation and other facilities such information as reasonably may be required by the Company IEX, (iii) in order to provide the Services; (db) provide be responsible for the Company with such accuracy and legitimacy of all information and materials as the Company may reasonably require in order from time to supply the Services, time provided to IEX and ensure that none of it infringes the IP or defames any person and, subject to clause 13.8, indemnify and keep IEX indemnified accordingly; (c) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; (d) carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such information is complete and accurate in all material respectsresponsibilities as agreed by the parties, IEX may adjust any agreed timetable or delivery schedule as reasonably necessary; (e) prepare ensure that the Client’s premises Authorised Users use the Software, Services and the Documentation in accordance with this Agreement and be responsible for the supply any action by an Authorised User that constitutes a breach of the Servicesthis Agreement; (f) obtain and shall maintain all necessary licences, consents, and permissions necessary for IEX, its contractors and consents which may be required for the Services before the date on which the Services are agents to startperform their obligations under this Agreement; (g) ensure that its network and systems comply with all applicable laws, including health and safety lawsthe relevant specifications provided by IEX from time to time; and (h) keep be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to IEX's data centres, and all materialsproblems, equipmentconditions, documents delays, delivery failures and all other property loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the internet. 8.2 The Client hereby acknowledges that the provision by IEX of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than Services in accordance with this Agreement does not absolve the Company’s written instructions Client from any obligation, including any statutory duty or authorisation; andobligation, to which it may from time to time be subject. 8.3 The Client agrees that IEX shall not be liable under any circumstances for any delays, errors or problems caused by any act or omission on the part of the Client, its agents or employees. IEX may levy additional charges (i) comply with any additional obligations at its then current standard rates as set out in the Order FormSOW) resulting from any additional work or additional costs incurred or undertaken as a consequence of any such act or omission. 4.2 If 8.4 IEX shall obtain the CompanyClient’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to itprior written consent before announcing, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified either verbally or in a timely manner as set out in writing, that IEX has undertaken Services for the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysClient.

Client’s Obligations. 4.1 The Client shallwill comply with all of its obligations in the SOW in a reasonable and timely manner. 4.2 Without prejudice to the foregoing, the Client will at all times: (a) ensure that the terms of the Order 4.2.1 provide TES with timely and any other information it provides reasonable instructions and directions in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating relation to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply carrying out of the Services; (f) 4.2.2 respond promptly to requests for information or directions which TES requests in order to carry out the Services; 4.2.3 notify and consult with XXX immediately in the event that the Client becomes aware of any problems or potential problems arising in relation to the performance of the Services; 4.2.4 not, at any time, obstruct the provision by TES of the Services or do any act which would jeopardise or increase the cost to TES of the provision of the Services; 4.2.5 obtain and maintain in force all necessary memberships, licences, permissions and registrations, approvals, consents which may be required for or qualifications necessary to perform its obligations under this Agreement or otherwise in respect of the Services before the date on which the Services are to start;Services; and (g) 4.2.6 comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client DefaultLaws. 4.3 The Client shall provide will not supply Excluded Products to TES without TES’ prior written approval and agreement on the services required and the price to be charged. 4.4 Without prejudice to clause 5.2, before delivery of the Products takes place the Client will notify TES in writing of any Client Requirements hazardous substances or any other potential hazard contained in or relating to the Company Products and thereafter information concerning any changes in such substances or hazard that it is (or ought reasonably to be) aware of. 4.5 TES may at any time request a timely manner in order to enable Specification for the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which Products if the Client has agreed to provide notified TES of a hazard or which subsequently becomes necessary to provide substance in order to allow the Company to provide the Services. accordance with clause 4.4 In the event or where TES believes that the Client should fail to supply Products contain hazardous substances or other potential hazard. If the Client Requirements is unable to produce a Specification for the Products on request, then TES may at the time specified or in Client’s sole cost (such cost to be agreed with the Client) carry out testing of the Products on the Client’s behalf to produce a timely manner as set out in the above clause 4.3, the Company Specification. TES shall not be held responsible in breach of its obligations under this Agreement and may reject the Products if the Client does not either supply a Specification or allow TES to produce a Specification for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or Product in connection accordance with such delaysthis clause 4.5.

Client’s Obligations. 4.1 6.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company ABAC Center of Excellence Limited in all matters relating to the Contracted Services; (b) appoint a manager/ representative in respect of the Contracted Services to be performed under each Schedule of Services, such person as identified in the Schedule of Services. That person shall have the authority to contractually bind ABAC Center of Excellence Limited on all matters relating to the relevant Contracted Services (including by signing Change Orders); (c) provide the Companyprovide, for ABAC Center of Excellence Limited, its agents, subcontractors, and employees, agentspromptly and at no charge, consultants and subcontractors, with access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by ABAC Center of Excellence Limited to deliver the Company to provide the Contracted Services including any such access as is specified in a Schedule of Services; (d) provide the Company with such information to ABAC Center of Excellence Limited promptly all documents, information, items, and materials as in any form (whether owned by the Company may reasonably require in order to supply Client or a third party) required under a Schedule of Services or otherwise required by ABAC Center of Excellence Limited for the Services, provision of the Contracted Services and ensure that such information is they are accurate and complete and accurate in all material respects; (e) prepare inform ABAC Center of Excellence Limited of all health and safety and security requirements that apply at any of the Client’s 's premises for to which ABAC Center of Excellence Limited is required to access to provide the supply Contracted Services. If the Client wishes to make a change to those requirements which will materially affect the provision of the Contracted Services, it can only do so via the change control procedure set out in Clause 8.; (f) obtain ensure that all the Client's Equipment is in good working order and maintain all necessary licences, permissions and consents which may be required suitable for the purposes for which it is used about the Contracted Services before the date on which the Services are and conforms to startall relevant United Arab Emirates standards or requirements; (g) comply with all applicable laws, including health and safety lawsany additional responsibilities of the Client as set out in the relevant Schedule of Services; and (h) keep all materials, equipment, documents meet the relevant standard or regulation requirement for ISO37001 and other property disclose any breaches of ISO 37001:2016 that come to its attention to ABAC Center of Excellence Limited as soon as it becomes aware of it; (i) disclose any information to ABAC Center of Excellence Limited that may affect ABAC Center of Excellence Limited's decision to issue or continue the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisationcertificate; and (ij) comply with the continuing obligation to supply information as required under ISO37001; or (m) pay any additional obligations as set out fees due to ABAC Center of Excellence Limited under the Proposal/ Agreement; and (n) not use the certificate in the Order Forma manner that is misleading or will bring ABAC Center of Excellence Limited into disrepute. 4.2 (o) The certified Client, and not the certification body, is responsible for consistently achieving the intended results of implementing the management system standard and conformity with the requirements for certification. 6.2 If the Company’s ABAC Center of Excellence Limited's performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by of the Client Client, its agents, subcontractors, or failure by the Client employees, then, without prejudice to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available remedy, it may have, ABAC Center of Excellence Limited shall be allowed an extension of time to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of perform its obligations in each case equal to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred delay caused by the Client arising directly or indirectly from the Company’s failure or delay to perform any Client. ABAC Center of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held Excellence Limited is responsible for any consequences assessing sufficient objective evidence upon which to base a certification decision. Based on audit conclusions, ABAC Center of such delaysExcellence Limited decides to grant certification if there is sufficient evidence of conformity, or not to grant certification if there is insufficient evidence of conformity. NOTE Any audit is based on sampling within an organization's management system and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out therefore is not a guarantee of or in connection 100 % conformity with such delaysrequirements.

Client’s Obligations. 4.1 3.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Xxxxxxxxxxx in all matters relating to the ServicesWorks and appoint the Client’s Manager in relation to the Works, who shall have the authority contractually to bind the Client on matters relating to the Works; (cb) provide the Companyprovide, for Blacksmiths, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s 's premises, office accommodation accommodation, data and other facilities as reasonably required by the Company to provide the ServicesBlacksmiths; (dc) provide the Company with provide, in a timely manner, such materials and equipment and other information and materials as the Company Blacksmiths may reasonably require in order to supply the Servicesrequire, and ensure that such any information is complete and accurate in all material respects; (d) inform Xxxxxxxxxxx of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client's premises e) prepare ensure that all the Client’s premises 's Equipment (if any) is in good working order and suitable for the supply of purposes for which it is used in relation to the ServicesWorks and conforms to all applicable standards or requirements; (f) obtain and maintain all necessary licences, permissions licences and consents which may be required for and comply with all relevant legislation in relation to the Services Works, the installation of Blacksmiths Equipment (if any) the use of any In-put Material and the use of the Client's Equipment in relation to Blacksmiths Equipment, in all cases before the date on which the Services Works are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (ig) comply with any additional obligations responsibilities as set out in the Order Formrelevant Proposal. 4.2 3.2 If the Company’s Blacksmiths’ performance of any of its obligations under the Contract this agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) the Company employees, Blacksmiths shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from the Company’s failure such prevention or delay to perform any of its obligations as set out in this Clause 4.2; anddelay. (c) the 3.3 The Client shall reimburse the Company be liable to pay to Blacksmiths, on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company Blacksmiths (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this agreement, subject to Blacksmiths confirming such costs, charges and losses to the Client Defaultin writing. 4.3 3.4 The Client shall provide not, without the prior written consent of Xxxxxxxxxxx, at any Client Requirements time from the date of this agreement to the Company expiry of 12 months after the termination or expiry of this agreement, solicit or entice away from Blacksmiths or employ or attempt to employ any person who is, or has been, engaged as an employee or consultant of Blacksmiths in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation provision of the Client which Works. 3.5 Any consent given by Blacksmiths in accordance with clause 3.4 shall be subject to the Client has agreed paying to provide Blacksmiths a sum equivalent of 20% of the then current annual remuneration of Blacksmiths employee or which subsequently becomes necessary consultant, or if higher, 20% of the annual remuneration to provide in order to allow the Company to provide the Services. 4.4 In the event that be paid by the Client should fail to supply the Client Requirements at the time specified that employee or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysconsultant.

Client’s Obligations. 4.1 7.1 The Client shallClient: (a) ensure that the terms must comply with all applicable laws and regulations with respect to its use of the Order InduSuite Service and any other information it provides in its activities under the Order Form are complete and accurateAgreement; (b) co-operate must use the InduSuite Service in accordance with the Company terms of the Agreement and shall be responsible for any acts and omissions in all matters relating to connection with the Servicesuse of the InduSuite Service by its Authorised Users; (c) provide must end any Authorised User's right to access and use the CompanyInduSuite Service, if the Authorised User ceases its employees, agents, consultants and subcontractors, employment or other relationship with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require must notify ESAB in order writing if there are any changes to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare any of the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations 's contact details as set out in the Order Form; (e) must ensure that its network and systems, including its internet browser and operating systems, comply with any relevant specifications provided by ESAB in writing (including e-mail) from time to time; (f) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the InduSuite Service; and (g) must not do, or allow any Authorised Users or other persons to do, any of the following: (i) access, store, distribute, or transmit any Virus through the InduSuite Service; (ii) use the InduSuite Service to access, store, distribute, or transmit any materialthat is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive; (iii) use the InduSuite Service in a manner that is illegal or causes damage or injuryto any person or property; (iv) use any automated system, including without limitation "robots", "spiders", or "offline readers", to access the InduSuite Service in a manner that sends more request messages to the InduSuite Service than a human can reasonably produce in the same period of time by using a conventional online web browser (other than as permitted by the functionality of the InduSuite Service); (v) attempt to interfere with or compromise the integrity or security of the InduSuite Service, and ESAB reserves the right, without liability or prejudice to its other rights under the Agreement, to immediately disable all or any User Accounts or access to all or any part of the InduSuite Service by any Authorised User, for any breach of any provision of this clause 7.1(g). 4.2 If 7.2 ESAB may monitor the CompanyClient's and Authorised Users' use of the InduSuite Service to ensurethe quality of, and improve, the InduSuite Service, and verify the Client's compliance with theAgreement. 7.3 The InduSuite Service may contain links to, or call the servers of, third party websites, data or services that are not under ESAB’s performance control, solely at the direction of and/or as a convenience to the Client (including any of its obligations under the Contract is prevented or delayed by any act or omission by App Store from which the Client or failure any Authorised User downloads an InduSuite App) ("Third Party Sites"). As such, ESAB is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the Client's risk. 7.4 The export or re-export of the InduSuite Service or its content may be subject to restrictions under applicable export, re-export, economic sanctions, import, and anti-terrorism laws and other laws governing trade. The Client represents and warrants that it will comply fully with such laws and shall not export, re-export, directly or indirectly, the InduSuite Service, in wholeor in part, whether in tangible or electronic form, including without limitation via access through some telecommunications method (such as through the Internet or via a dedicateddial-up line), to any destination or end user to which such export or re-export is restricted or prohibited by such laws. 7.5 This clause 7.4 applies where an InduSuite App has been acquired from the Client to perform any relevant obligation (Client Default):Apple App Store.The Client: (a) without limiting or affecting any other right or remedy available to it, acknowledges and agrees that the Company shall have the right to suspend performance of the Services until Agreement is solely between the Client remedies the Client Defaultand ESAB, and to rely on the Client Default to relieve it from the performance not with Apple, Inc. ("Apple"), and that Apple has no responsibility for any InduSuite App or for any content thereof. The Client's, and any Authorised User's,use of any InduSuite App must comply with the App Store terms of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligationsservice; (b) acknowledges and agrees that the Company shall not be liable for license to download and use any costs InduSuite App granted to the Client is a non-transferable licence to use the InduSuite App on any Apple-branded products that the Client or losses sustained any Authorised User owns or incurred controls and as permitted by the Client arising directly or indirectly from Usage Rules set forth in the Company’s failure or delay to perform any App Store Terms of its obligations as set out in this Clause 4.2; andService; (c) the Client shall reimburse the Company on written demand for acknowledges and agrees that Apple has no obligation whatsoever to furnish any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements maintenance and support services with respect to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 InduSuite Apps. In the event that ofany failure of any InduSuite App to conform to any applicable warranty, the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delaysmaynotify Apple, and Apple will refund the Clients hereby holds harmless purchase price of the Company from InduSuite App (if any) to the Client; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the InduSuite Apps and against all claimsany otherclaims, losses, liabilities, lossesdamages, costs or expenses arising out attributable to any failure toconform to any warranty will be solely governed by the Agreement and any law applicable to ESAB as the provider of the InduSuite Apps; (d) acknowledges and agrees that Apple is not responsible for addressing any claims of the Client or in connection with such delays.any third party relating to any InduSuite App or to the Client's possession and/or use of any InduSuite App, including: (i) product liability claims;

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order Client shall be responsible for obtaining and any purchasing all equipment, Internet access services, and Third Party Product(s), modifying its network, and doing all other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require things necessary in order to supply use the Software Services, and ensure the Professional Services. Wavelength Labs, INC will make reasonable effort to identify and disclose additional costs as part of Order Form(s) or Statement(s) of Work. Client shall be solely responsible for undertaking all prerequisite activities Wavelength Labs, INC requires of Client, and in accordance with the timelines for such activities, as set forth in an Order Form or applicable Statement of Work (the “Client Prerequisites”). b) Client acknowledges and agrees that such information is complete if any Client Prerequisites is/are not completed, it may result in delays or cancellation of the Professional Services and/or the Software Services. Notwithstanding anything to the contrary, Wavelength Labs, INC shall not be responsible for any delays in the performance of the Professional Services caused by Client or Client’s failure to achieve the Client Prerequisites. Wavelength Labs, INC will have no obligation to provide Professional Services other than those specified in any Statement of Work. c) Wavelength Labs, INC shall authorize access to and accurate assign unique passwords and user names to Client’s end users of the Software Services (“Client Accounts”). Client shall be responsible for any activity occurring through Client’s personnel’s Client Accounts, including unauthorized activity. d) Client shall use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services and shall promptly notify Wavelength Labs, INC in all material respects;the event of Client knows or would have been known after a reasonable inquiry, of any unauthorized access or use of the Software Services and any loss or theft or unauthorized use of any of the Client Accounts. (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) Client shall comply with all applicable local, state, federal, and foreign laws, including health treaties, regulations, and safety laws; and industry standards (h) keep all materialse.g. PCI-DSS), equipment, documents and other property applicable to Client’s use of the Company (Company MaterialsSoftware Services, and the Professional Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation. f) at Client will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the Client’s premises in safe custody at its own risksource code, maintain the Company Materials in good condition until returned object code or underlying structure, ideas, know-how or algorithms relevant to the CompanySoftware Services or any software, and not dispose of documentation or use data related to the Company Materials other than in accordance with the Company’s written instructions Software Services; modify, translate, or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely create derivative works based on the Client Default to relieve it from the performance of any of its obligations in each case Software Services (except to the extent expressly permitted by Wavelength Labs, INC or authorized within the Client Default prevents Software Services); use the Software Services for timesharing or delays service bureau purposes or otherwise for the Company’s performance benefit of a third; remove any of its obligations; (b) the Company shall not be liable for any costs proprietary notices or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2labels; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely any manner as set out in the above clause 4.3that violates Wavelength Labs, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysINC’s intellectual property rights.

Client’s Obligations. 4.1 7.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form Service Specification are complete and accurate; (b) co-operate with the Company Supplier in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants Supplier with full and subcontractors, with clear access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company site at all relevant times pertaining to provide the Services; (d) ensure there is an appropriate person (representative of the Client) on site to allow entry and liaise with the Supplier where required; (e) meet any and all deadlines set by the Supplier in relation to the Services; (f) provide the Company Supplier with such information and materials as the Company Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (fg) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (gh) provide the Supplier with all relevant Notification periods, in good time; (i) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 7.2 If the CompanySupplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the CompanySupplier’s performance of any of its obligations; (b) the Company Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the CompanySupplier’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and7.2; (c) the Client shall reimburse the Company Supplier on written demand for any costs or losses sustained or incurred by the Company Supplier arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 4.1. The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate cooperate with the Company Decoded in all matters relating to the Services; (cb) provide the CompanyDecoded, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably may rea- sonably be required by the Company Decoded in order to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare Services on the Client’s premises (if applicable); c) be responsible for ensuring its employees and other representatives are able to attend any Courses that it has ordered; d) be responsible for the supply actions of the Servicesits employees and other representatives who attend any Courses (“Course At- tendees”); (fe) obtain and maintain all necessary licences, permissions and consents which may be required responsible for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety lawsof all Course Attendees and any of Decoded employees, consultants, representatives or other persons involved in the delivery of the Services (“Decoded Staff”), for any Courses that take place at any Venues owned or operated or other- wise procured by the Client; f) if requested to do so by Decoded procure that any Course Attendees sign any release forms or other contractual documentation that Decoded may reasonably require prior to their attendance at any Courses; and (hg) keep all materialsnot solicit or attempt to solicit, equipmentwhether directly or indirectly, documents the services of any Decoded Staff at any time during the Term and other property for a period of 12 months after the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose expiry or termination of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Formthis Agreement. 4.2 4.2. If the CompanyDecoded’s performance of any of its obligations under the Contract Agreement is prevented or delayed by any act or omission by the Client or any of its employees or other representa- tives or any failure by the Client to perform any relevant obligation (a “Client Default”): (a) Decoded shall without limiting its other rights or affecting any other right or remedy available to it, the Company shall rem- edies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company Decoded shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the CompanyDecoded’s failure or delay to perform any of its obligations as set out in this Clause 4.2obligations; and (c) the Client shall reimburse the Company Decoded on written demand for any costs or losses sustained or incurred by the Company Decoded arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shallwill: 4.1.1 ensure prompt provision of resources, including decisions, information, documentation and access (ato personnel, records and Premises) ensure that the terms of the Order required to enable COHS and any other information it provides in the Order Form are complete its agents and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company employees to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the CompanyContract; 4.1.2 ensure a safe working environment at the Premises for COHS, its agents and employees; and ensure in the interests of health and safety that COHS’s written instructions personnel, while on the Premises for the purpose of carrying out the Services have access at all times to a member of the Client’s staff familiar with the Premises and safety procedures; 4.1.3 be responsible for the accuracy and legality of all information from time to time provided to COHS, ensure that none of it infringes the IP of or authorisationdefames any person and indemnify and keep COHS indemnified accordingly; 4.1.4 be solely responsible for maintaining back-up and disaster recovery procedures and all other information the Client supplies to COHS from time to time; 4.1.5 wherever possible, provide a suitable vehicle parking facility for use by COHS’s personnel which is free from any legal restrictions and immediately close to the location at which the Equipment is installed and/or Services provided; and (i) comply with any additional 4.1.6 perform its obligations as set out in the Order FormContract in a competent, prompt and diligent manner. 4.2 If The Client hereby acknowledges that the Company’s performance provision by COHS of the Services in accordance with this Contract will not absolve the Client from any of its obligations obligation, including any statutory obligation, to which it may from time to time be subject. 4.3 The Client agrees that COHS shall not be liable under the Contract is prevented any circumstances for any delay, error or delayed problem caused by any act or omission by on the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance part of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it its agents or employees. COHS may levy additional charges (at its then current standard rates) resulting from the performance any additional work or additional costs incurred or undertaken as a consequence of any of its obligations in each case to the extent the Client Default prevents such act or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Servicesomission. 4.4 The Client accepts that COHS shall be entitled to announce (either verbally or in writing) for marketing purposes only that it has undertaken the Services for the Client. 4.5 In the event that the Client should fail fails to supply notify COHS of any problem or concern within 72 hours of COHS carrying out the Services then the Client Requirements at will be deemed to have accepted the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delayssame.

Client’s Obligations. 4.1 5.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in relating to the Order Form Services are complete and accurate; (b) co-operate with the Company ID Clarity in all matters relating to the Services; (c) provide the CompanyID Clarity, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the ServicesID Clarity; (d) provide the Company ID Clarity with such information and materials as the Company ID Clarity may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services berequired before the date on which the Services are to start;; and (g) comply with all applicable laws, including health keep and safety laws; and (h) keep maintain all materials, equipment, documents and other property of the Company ID Clarity (Company [INSERT PRODUCT] Materials) at the Client’s premises in safe custody at its own risk, maintain the Company [INSERT PRODUCTS] Materials in good condition until returned to the CompanyID Clarity, and not dispose of or use the Company [INSERT PRODUCT] Materials other than in accordance with the CompanyID Clarity’s written instructions or authorisation; and; (i) comply with any additional obligations as set out in the Order Form. 4.2 5.2 If the CompanyID Clarity’s performance of any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) ID Clarity shall without limiting its other rights or affecting any other right or remedy available to it, the Company shall remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the CompanyID Clarity’s performance of any of its obligations; (b) the Company ID Clarity shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the CompanyID Clarity’s failure or delay to perform any of its obligations as set out in this Clause 4.2clauses 5.1 and 5.2; and (c) the Client shall reimburse the Company ID Clarity on written demand for any costs or losses sustained or incurred by the Company ID Clarity arising directly or indirectly from the Client Default. 4.3 5.3 The Client shall provide any Client Requirements undertakes not to translate, adapt, vary, modify, disassemble, decompile or reverse engineer the Company in a timely manner in order to enable Software (including for the Company to provide avoidance of doubt it’s database structure, architecture and design) without the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.Supplier’s prior written consent

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company Blacksmiths in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants Project and subcontractors, with access to appoint the Client’s premisesManager in relation to the Project, office accommodation who shall have the authority contractually to bind the Client on matters relating to the Project; b) provide, in a timely manner, such materials and equipment and other facilities information as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company Blacksmiths may reasonably require in order to supply the Servicesrequire, and ensure that such any information is complete and accurate in all material respects; (ec) prepare ensure that all the Client’s premises 's Equipment (if any) is in good working order and suitable for the supply of purposes for which it is used in relation to the ServicesProject and conforms to all applicable standards or requirements; (fd) obtain and maintain all necessary licences, permissions licences and consents which may be required for and comply with all relevant legislation in relation to the Services Project, the installation of Blacksmiths Equipment (if any), the use of any In-put Material and the use of the Client's Equipment in relation to Blacksmiths Equipment, in all cases before the date on which the Services Projects are due to start; (ge) comply with ensure that the Client and all applicable laws, including health Instructors and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or Participants use the Company Materials other than The Platform in accordance with the Company’s written instructions or authorisation; andClause 7; (if) comply with any additional obligations responsibilities as set out in each Project Agreement; g) provide all necessary information and assistance related to service performance and technical problems, that allows Blacksmiths to resolve any issues and meet the Order Formperformance standards as outlined in this document, as set out in Section 6 of this Agreement. 4.2 If the Company’s Blacksmiths’ performance of any of its obligations under the Contract this Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client DefaultClient, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents agents, subcontractors, consultants or delays the Company’s performance of any of its obligations; (b) the Company employees, Blacksmiths shall not be liable for any costs costs, charges or losses sustained or incurred by the Client arising that arise directly or indirectly from the Company’s failure such prevention or delay to perform any of its obligations as set out in this Clause 4.2; anddelay. (c) the 4.3 The Client shall reimburse the Company be liable to pay to Blacksmiths, on written demand for any costs demand, all reasonable costs, charges or losses sustained or incurred by the Company Blacksmiths (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client DefaultClient's breach of any element of this agreement and/or the Client’s statutory and other regulatory obligations. 4.3 4.4 The Client shall provide not, without the prior written consent of Xxxxxxxxxxx, at any Client Requirements time from the date of this Agreement to the Company expiry of 12 months after the termination or expiry of this Agreement, solicit or entice away from Blacksmiths or employ or attempt to employ any person who is, or has been, engaged as an employee or consultant of Blacksmiths in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation provision of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the ServicesProject. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 6.1. The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) shall co-operate with Asylum in any manner reasonably required by Asylum in order to carry out the Company Services, including provision of information and data. 6.2. The Client shall: (a) be solely responsible for providing Asylum with all data, information or Materials required in all matters relating order to develop the Works to the Services; Specification in a timely manner and for obtaining all necessary rights and permissions, and making all necessary payments for such data, information and Materials; (b) be solely responsible for the accuracy, lawfulness and completeness of the data, information and Materials provided; and (c) provide the Companytransmit and store all data, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require Materials in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply accordance with all applicable laws. The Client acknowledges that Asylum shall make no effort to validate any data, including health information or Materials provided by the Client for content, correctness or usability. If any such data, information or Materials is/are untrue, inaccurate, not current, or incomplete, or if the Client is otherwise in default of these terms, without limiting any other remedies, Asylum has the right to terminate or suspend the Client’s use of, and safety laws; and (h) keep all materialslicence to, equipmentthe Works and Asylum, documents its agents, suppliers and other property sub-contractors have the right to recover from the Client any costs or losses incurred as a direct or indirect result of the Company inaccurate or incomplete information. 6.3. The Client shall ensure that the Materials do not infringe any applicable laws, regulations or third party rights (Company Materialssuch as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, obscene, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content). Asylum will be the sole arbiter as to what constitutes Inappropriate Content. The Client shall indemnify Asylum and its third party sub-contractors against all damages, losses and expenses arising as a result of any action or claim that the Materials constitute Inappropriate Content. Use of any Materials provided by Asylum to the Client is at the Client’s premises in safe custody at its own risk, maintain risk and Asylum is not liable for the Company Materials in good condition until returned accuracy or quality of information obtained. Asylum reserves the right to refuse to accept an order for a potential Client without informing the CompanyClient of the reason, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and to undertake an order where it deems it to have Inappropriate Content (i) comply with any additional obligations as set out in the Order Formwithout giving reasons). 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission 6.4. Any images provided by the Client or failure must be of a quality suitable for use and Asylum will not be held responsible for the image quality of any images provided by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, and incorporated into the Company shall have the right to suspend performance of the Services until Works which the Client remedies later deems to be unacceptable. 6.5. Where the Client DefaultWorks are required to conform to certain laws, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand be responsible for any costs ensuring such compliance (e.g. in relation to advertising or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company food hygiene standards). Asylum shall not be held responsible for any consequences of oversight or error in ensuring such delayscompliance, nor will it be liable for re-publishing such Works or other additional costs. 6.6. The Client agrees to comply with any terms and conditions imposed by Asylum’s printers, where appropriate, which include disclaimers for non-completion on time and the Clients hereby holds harmless flexibility to supply quantities within 10% of the Company from total ordered. Asylum recommends that if an exact quantity is required, then 10% extra is added to the quantity and against all claims, liabilities, losses, costs or expenses extra time made available should the job be delayed. Asylum shall not be held liable for any issues arising out of or in connection with such delaysa deficient printing service.

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company LSTA in all matters relating to the Services; (cb) provide the Companyprovide, for LSTA, its employeesagents, agentssubcontractors, consultants and subcontractorsemployees, with in a timely manner and at no charge, access to the Client’s Clients premises, office accommodation accommodation, data and other facilities as reasonably required by the Company LSTA to provide the Services; (dc) provide the Company with provide, in a timely manner, such information and materials as the Company LSTA may reasonably require in order to supply the Servicesrequire, and ensure that such information it is complete and accurate in all material respects; (ed) prepare inform LSTA of all health and safety rules and regulations and any other reasonable security requirements that apply at the Client’s premises for the supply of the Services's Site; (fe) ensure that all Client’s Equipment is in good working order and suitable for the purposes for which it is used and conforms to all relevant United Kingdom standards or requirements obtain and maintain all necessary licences, permissions licences and consents which may be required for the Services before the date on which the Services are to start; (g) and comply with all applicable lawsrelevant legislation in relation to the Services; 4.2 Before undertaking and Services of a building or inspecting a building, including the Client shall be responsible for undertaking a prior health and safety laws; and (h) keep all materials, equipment, documents inspection and other property assessment of the Company location and the work method (Company Materialsincluding scaffolding, lifting, platforms, hoists etc) at required for LSTA to perform the Client’s premises in Services and for ensuring that proper safe custody at its own risk, maintain access is given to LSTA to provide the Company Materials in good condition until returned Services. LSTA will not be liable for any failure to carry out the Company, and Services if the LSTA employee undertaking the Services has not dispose of or use the Company Materials other than first been given a ‘Permit to Work’ in accordance with the CompanyClient’s written instructions health and safety policies or, if it has none, as complying with law (and LSTA reserves the right not to undertake the Services with no liability under this Agreement where an assessment has not taken place to LSTA’s satisfaction and/or a Permit has not been given). 4.3 The Client shall be liable to pay to LSTA, all costs, charges or authorisation; and losses sustained or incurred by LSTA or its employees (iincluding any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) comply with any additional obligations as set out that arise directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the Order Form. 4.2 If the Company’s performance of any of its obligations under this Agreement, subject to LSTA confirming such costs, charges and losses in writing. 4.4 The Client shall not at any time from the Contract is prevented date of this Agreement to the expiry of six months after the last date of supply of the Services solicit or delayed entice away from LSTA or employ or attempt to employ any person who is, or has been, engaged as an employee of LSTA in the provision of the Services. Any consent given by any act or omission by LSTA in accordance with clause 4.4 shall be subject to the Client or failure paying to the LSTA a sum equivalent to 20% of the then current annual remuneration of LSTA’s employee or, if higher, 20% of the annual remuneration to be paid by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Defaultthat employee. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shall: (a) ensure that the terms of the Order Agreement and any other information it provides in the Order Form Particulars and/or Services Schedule are complete and accurate; (b) co-operate with the Company 3di in all matters relating to the Services; (c) provide the Companyprovide, its employeesin a timely manner, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company 3di may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (ed) prepare the Client’s premises for the supply of the Services; (f) obtain keep and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) Supplier Property at the Client’s 's premises in safe custody at its own risk, maintain the Company Materials 3di Property in good condition until returned to the Company3di, and not dispose of or use the Company Materials 3di Property other than in accordance with the Company’s 3di's written instructions or authorisation; and, and return 3di Property to 3di on demand. (ie) comply ensure that all Client Property it makes available for use by 3di, its agents, subcontractors, consultants and employees in connection with any additional obligations as set out the performance of the Services is in good working order and suitable for the Order Formpurposes for which it is used and conforms to all relevant United Kingdom standards or requirements. 4.2 If the Company’s 3di's performance of any of its obligations under the Contract Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) 3di shall without limiting its other rights or affecting any other right or remedy available to it, the Company shall remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s 3di's performance of any of its obligations; (b) the Company 3di shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s 3di's failure or delay to perform any of its obligations as set out in this Clause clause 4.2; and (c) the Client shall reimburse the Company 3di on written demand for any costs all reasonable costs, charges or losses sustained or incurred by the Company 3di (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Client Default. 4.3 The Client shall provide Client's fraud, negligence, failure to perform or delay in the performance of any Client Requirements of its obligations under this Agreement, subject to 3di confirming such costs, charges and losses to the Company Client in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Serviceswriting. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

Client’s Obligations. 4.1 The Client shallmust: (a) ensure that provide free of charge such timely access to drawings, data and information as may be available to the terms Client and as may reasonably be required by the Company for the performance of the Order and any other information it provides in the Order Form are complete and accurateServices; (b) give or cause to be given to the Company in writing timely directions, instructions, decisions and information sufficient to define the Services required and to facilitate the provision of the Services by the Company; (c) notify the Company of any known or suspected hazards existing at any site the subject of the Services including, but not limited to, hazardous waste or substances and underground utilities; (d) in consideration of the performance of the Services, pay the Company fees and reimburse costs and disbursements as set out in the Fee Details; (e) where necessary and not otherwise agreed, obtain all approvals for the Project which are required under relevant Law; (f) Where required under Government QMS documents, provide Accurate Test Requests in a timely manner prior to works to allow for staffing and equipment resources to be allocated to the project. If notice 24 hours prior has not been given, time taken to allocate resources, overtime associated with booking in and carrying out works may be charged an hourly rate in line with the T4 technician rate in the supplied table of rates; (g) In addition to (f), provide a ‘look ahead’, or, works forecast to ensure resources can be made available within the region; (h) ensure the Company and its employees, agents and contractors have access to applicable sites and locations at reasonable times that the Company may reasonably require for the purposes of providing the Services; and (i) co-operate with and ensure that any contractors or consultants working on the Project co-operate with the Company in all matters relating to and do not interfere with or obstruct the proper performance of the Services. The Client acknowledges and agrees: (j) that any information or document provided by it is accurate and complete and may be relied upon by the Company for the purposes of performing the Services; (ck) provide that the Company does not supervise the work of others. In the case of work undertaken by others pursuant to directions from the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide is responsible for exercising reasonable care in giving the Servicesdirections, but is not responsible for the manner in which the directions are carried out; (dl) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any the Services is solely for the benefit of its obligations under the Contract is prevented or delayed by any act or omission Client and may only be relied on by the Client, and the Client or failure shall indemnify the Company against any claims from third parties in respect of the Services save to the extent that: (i) the Company has, without being requested to do so by the Client Client, furnished information or advice direct to perform any relevant obligation (Client Default):such third parties; or (aii) without limiting the Company has, in writing, unconditionally authorised disclosure of information or affecting advice to such third parties. (m) that documents (including reports) provided by the Company's personnel are signed by them, for and on behalf of the Company and not in any other right personal capacity; (n) and warrants that, it will not supply or remedy available permit any report of the Company to be seen by or given to any third party unless that report has incorporated in, or attached to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2these Terms; and (co) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements that subject to the Company in a timely manner in order to enable the Company to provide the ServicesClient’s prior approval, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements and at the time specified or in a timely manner as set out in the above clause 4.3Client’s expense, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delaysmay engage specialist subconsultants.