SEKTOR Subscription and Services Agreement

General Terms & Conditions

These Terms and Conditions (Terms) together with the applicable Order Form and any other terms explicitly referred to in either or both the Terms or the Order Form are a binding contract (Agreement) and apply between the Customer and Sektor.Build (Company, Sektor). The Company and the Customer are together referred to as Parties.

1. Interpretation

1.1. The following terms shall have the following meanings unless the context otherwise requires.

Agreement: these Terms together with the Order Form and any other terms explicitly referred to in the Terms and/or the Order Form.

Business Day: a day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus when banks are open for business.

Commencement Date: the date stipulated in the Order Form.

Company: Sektor.Build Ltd, a private limited liability company incorporated in the Republic of Cyprus with registration number HE 388766 and its registered office at Themistokli Dervi, 48, Office 201, 1066 Nicosia, Cyprus.

Confidential Information: any information in any form or medium obtained by one Party from or on behalf of the other pursuant to this Agreement which is expressly marked as confidential or which is manifestly confidential whether disclosed or obtained before, on or after the date of this Agreement together with any reproductions of such information or any part of this information (and the Company’s Confidential Information shall include but not be limited to the Services and any information relating to the Company’s employees, agents, subcontractors and other customers, and the Customer’s Confidential Information shall include but not be limited to the content of the Customer Data).

Customer: the Customer whose details are set out in the Order Form.

Customer Data: data concerning the business of the Customer or the Customer’s customers, including personal data as defined in the Data Protection Law about Customer’s employees, agents, or customers.

Customer Location: the location of the Customer where the Hardware will be delivered as detailed on the Order Form.

Cyprus Data Protection Legislation: any data protection legislation from time to time in force in Cyprus.

Data Protection Law: the Cyprus Data Protection Legislation and the General Data Protection Regulation ((EU) 2016/679 and any other directly applicable European Union regulation, or other applicable law relating to privacy.

Fee: the fee payable by the Customer to the Company for the supply of Services and/or Third Party Products and/or any other products of the Company as set out in the Order Form.

Hardware: the hardware and other materials (if any) which the Company buys from Third Party Providers for resale to the Customer as set out in the Order Form or which the Company procures the sale or leasing for, on behalf of the Customer from the Third Party Providers. Hardware is part of the Third Party Products.

Innovation Block: the block of pre-determined hours (as stipulated in the Order Form) purchased by the Customer entitling the Customer to receive Services from the Company, subject to payment of the applicable Fee and clause 6.

Intellectual Property Rights: all intellectual and industrial property rights of any nature anywhere in the world, including without limitation copyright, database rights, patents, design rights, registered designs, trademark rights, service mark rights, domain name rights and topography rights, whether or not registered or capable of protection by registration and the right to apply for any of them.

Normal Business Hours: [9.00 am to 6.00 pm] local Cyprus time, each Business Day.

Order Form: the document containing specific information relating to the particular Service or Third Party Product or any other product supplied by the Company to the Customer.

Party: either the Company or the Customer.

Services: the professional services provided by the Company to the Customer in accordance with clause 6 as further described in the Services Annex, subject to the availability of hours in the Innovation Blocks purchased by the Customer for the applicable Fee. For the avoidance of doubt, the Services do not constitute part of the Third Party Products.

Service Period: the period for which the Customer subscribes to receive Services from the Company, subject to the purchase of the Innovation Blocks. The Service Period will be automatically renewed based on the automatic renewal of the applicable subscription unless otherwise stipulated on the Order Form.

Software: the software and other materials (if any) which a) the Company buys from Third Party Providers for resale to the Customer, or b) in relation to which the Company introduces/refers the Customer to the Company. Such software and other materials (if any) are set out in the Order Form. Software is part of the Third Party Products.

Third Party Products: products and services from Third Party Providers including but not limited to hardware, software, subscriptions, maintenance and support services, and other related professional services, as set out in the Order Form, for which the Company acts as a reseller of the Third Party Providers or as an introducer/referrer to the Third Party Providers, as detailed in the Order Form, and for which the Third Party Terms and Conditions fully apply.

Third Party Providers: producers, manufacturers, distributors, vendors, licensors, providers, and/or suppliers of Third Party Products

Third Party Terms and Conditions: the terms and conditions or agreement between the Third Party Provider and the Customer applicable to the Customer’s use and/or receipt of the Third Party Products, in whatever form and however it may be negotiated, accepted by, and agreed between, the Customer and the Third Party Providers. For the avoidance of doubt, the Third Party Terms and Conditions shall apply to the Customer’s use and/or receipt of the Third Party Products irrespective of whether the Company resells said Third Party Products to the Customer or facilitates the Customer’s direct engagement with the Third Party Provider for any of the Third Party Products (through introduction/referral).

1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.5. References to “includes” or “including” or like words or expressions shall mean without limitation.

2. Agreement

2.1. The Agreement applies to the exclusion of any terms and conditions submitted, proposed, or stipulated by any party, including the Customer.

2.2. The Agreement applies to the Services, Third-Party Products, and any other products or services of the Company which the Customer purchases or places an order for.

2.3. Other than any terms and policies incorporated in the Agreement by explicit reference, the Parties agree that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. The Agreement constitutes the entire agreement between the Company and the Customer in relation to the subject matter of the Agreement. The Customer acknowledges that it has not relied on any statement, promise, representation, or warranty that is not set out in the Agreement.

2.4. The Company may in its sole and absolute discretion amend the terms of this Agreement. The amended terms of this Agreement shall be effective from the date posted on the Company’s website or delivered via email to the Customer (whichever is earlier).

2.5. In the event of any conflict between the Terms and the Order Form, the Order Form shall take precedence and prevail over the Terms.

2.6. The Agreement shall be legally formed, and the Parties shall be bound by the terms of the Agreement when the Parties have agreed and signed the Order Form or when the Customer makes any use of the Services and/or Third Party Products.

2.7. All Third Party Products are subject to the applicable Third Party Terms and Conditions. The Customer hereby agrees to abide by the Third Party Terms and Conditions.

3. Reseller or Introducer for Third Party Products

3.1. The Customer acknowledges, agrees, and accepts that to the extent the Company acts as a reseller for the Third Party products:

a. the Third Party Products are resold by the Company to the Customer for Customer’s use only (unless otherwise stated in the Third Party Terms and Conditions),

b. the Company is not the producer, creator, manufacturer, distributor, licensor of the Third Party Products,

c. the Customer is relying on the Third Party Provider’s rules and specifications for the Third Party Products and is not relying on any statements, representations, warranties, or documents that may be provided by the Company.

3.2. The Customer acknowledges, agrees, and accepts that to the extent the Company acts as an introducer regarding any Third Party Products:

a. the Third Party Products for which the Company acts as an introducer are directly sold by the Third Party Providers,

b. the Company is not the producer, creator, manufacturer, distributor, licensor of the Third Party Products,

3.3. The Parties agree that the Company may act as a reseller for part of Third Party Products and as an introducer for part of Third Party Products. The Order Form will stipulate further details in this regard.

3.4. Regarding the Hardware, the Company may either act as reseller (in which case clause 3.1 applies) or may act for the Customer to procure the purchase or leasing of the relevant Hardware from the Third Party Providers, for and on behalf of the Customer (in which case clause 3.2. applies accordingly).

4. Warranty Disclaimers and Limitations

4.1. If applicable, possible, and permitted by the Third Party Provider, the Company will pass through to Customer any warranties provided to the Company by the Third Party Provider for a Third Party Product. This limited obligation to pass through warranties, in accordance with Clause 4.1., provided by the Third Party Provider to Customer is Customer’s sole remedy and the Company’s sole obligation in connection with representations, warranties and conditions related to Third Party Products.

4.2. Except where expressly provided for within this Agreement, the Company excludes all conditions, warranties, and representations, whether express or implied in fact or in law (statute or common law, or otherwise) to the fullest extent permitted by law in respect of any Third Party Products and Services, including but not limited to implied warranties and conditions of merchantability, fitness for a particular purpose, non-infringement, and title.

5. Title and Acceptance of Hardware and Shipping and Delivery

5.1. The Company will sell and supply any Hardware to the Customer as expressly stipulated in the Order Form.

5.2. The Company shall endeavour to supply the Hardware by such time as stipulated in the Order Form, but time for delivery of the Hardware shall not be of the essence.

5.3. The Company cannot and does not guarantee that it can fulfil the Customer’s requests for Third Party Products. Delivery times are estimates only and the Company shall not be liable for delays.

5.4. The Company will arrange for shipping with the applicable carrier and include shipping costs separately on its invoice to the Customer. The Company will not be liable for handling, duties, or customs charges for shipments. The Company is not responsible for any damage or loss that may occur to the Third Party Products during shipping.

5.5. The Customer shall pay the applicable Fee to the Company, as provided in the Order Form, before the Company delivers the Hardware. The Company shall not be under any obligation to, and will not, supply the Hardware to the Customer until the Customer has paid the applicable Fee to the Company.

5.6. Subject to the Third Party Terms and Conditions, title and risk in the Hardware shall pass to the Customer, and acceptance of the Hardware shall occur on delivery of the Hardware to the Customer Location.

6. Provision of Services

6.1. Subject to the terms of the Agreement, the Company grants the Customer a worldwide, limited, non-exclusive, non-transferable right of use in respect of the Services during the Service Period solely for its business operation, in accordance with any documentation or other instructions it issues or provides to the Customer, as from the moment, and in return of, full payment of the applicable Fee for the Services. The Customer shall not, without the Company’s prior written consent, access or use the Services or supply the Services to any third party. The Customer shall only use the results of the Services in the manner prescribed by the Company and this agreement.

6.2. The Company will provide the Services to the Customer based on the Innovation Blocks purchased by the Customer in advance for the applicable Service Period; the Service Period is based on the subscription that the Customer buys from the Company in connection with the Services based on the Order Form.

6.3. The type of Services that the Customer may request from the Company will be stipulated in the Services Annex and Order Form.

6.4. To obtain Services, the Customer must follow this procedure:

a. The Customer requests Services from the Company by submitting a written request to the Company (writing includes email), specifying the types of Services, estimated time required for completion, and any other relevant details.

b. The Company may in its absolute and sole discretion accept or reject the request of the Customer.

c. If the Company accepts the request, it will provide an estimated completion date, subject to the availability of hours in the Innovation Blocks. The Company’s acceptance of the request (Services Project) and provision of the estimated completion date by the Company will be binding upon the Customer.

6.5. The Company undertakes to track the time spent on each Services Project. The Company undertakes to provide a detailed report of the hours used for each Services Project and the remaining hours in each Innovation Block upon completion of any given Services Project. The Company undertakes to also provide such a detailed report to the Customer upon the reasonable request of the Customer.

6.6. If the Customer exhausts the available hours in their Innovation Block before the completion of a Services Project, the Company shall offer the Customer additional Innovation Blocks for purchase through a relevant notice. The Company shall only continue the provision of Services after the Customer purchases additional Innovation Blocks. For the avoidance of doubt, the Company reserves the right to withhold further services until the Customer has purchased additional Innovation Blocks or made other written payment arrangements with the Company.

6.7. Any unused hours in the Innovation Blocks will be valid and may only be used by the Customer during the Service Period, unless otherwise agreed by the Parties in writing. It is provided that any unused hours in the Innovation Blocks will be forfeited and lost upon expiration of the Service Period.

7. Payment Terms and Cancellation Conditions

7.1. Terms of payment are within the Company’s sole discretion. The Customer is responsible for any applicable sales, use, value-added, or other taxes, associated with its purchase of any Services or Third Party Products.

7.2. The Customer agrees to pay all shipping, handling, and other reimbursable costs (if applicable).

7.3. The Parties agree to stipulate the currency in which all Fees and costs will be paid in the Order Form.

7.4. In the event payments are not received in accordance with the Company’s approved terms of payment, the Company may suspend the provision of Services and/or Third Party Products (including subscriptions and related services) until payment is received. The Company reserves the right to make adjustments to pricing, the Services, and any Third Party Product offerings for reasons including, but not limited to, changing market conditions, any Service or Third Party Product discontinuation, unavailability, manufacturer price changes, supplier price changes, foreign exchange changes and fluctuations, and on any other reasonable grounds.

7.5. All orders for Third Party Products are subject to Third Party Product availability. Therefore, the Company cannot guarantee that it will be able to fulfil Customer’s orders.

7.6. All purchases made pursuant to this Agreement are final and non-cancellable, and all payments made to the Company are not refundable, unless otherwise agreed in writing by the Parties or unless otherwise provided for in the Third Party Terms and Conditions.

8. Intellectual Property

8.1. The Customer acknowledges that as between the Company and the Customer, the Company and its licensors own all Intellectual Property Rights with respect to the Services and any results derived thereof, even if any Services are created or developed at the specific request of the Customer. The Customer is merely granted a limited right to use as described in Clause 6.1.

8.2. As regards the Third Party Products, the Customer shall take note of the license terms and conditions, the intellectual property terms and conditions and the limitations thereof as stipulated in the Third Party Terms and Conditions, which are fully applicable. In the event of any infringements to this, the Customer is liable to the Third Party Provider.

8.3. The Company acknowledges that as between the Company and the Customer, the Customer and its licensors own all Intellectual Property Rights with respect to the Customer Data, unless otherwise provided in the Third Party Terms and Conditions.

8.4. The Customer shall be responsible:

a. for having all rights in the Customer Data,

b. for ensuring that the Customer and its employees, agents, contractors, partners, and customers have all rights to use and process the Customer Data, and

c. for enabling the Company to use and process the Customer Data based on the Agreement,

so that the Company can lawfully perform the Agreement.

8.5. The Customer hereby grants to the Company a royalty-free, worldwide, perpetual, non-exclusive, assignable, sublicensable licence to use the Customer Data for the purposes of performing this Agreement. Subject to the rest of the provisions in this Agreement, the Company shall not use the Customer Data for any other purpose without the Customer’s express prior written consent.

9. Company Obligations

9.1. The Company undertakes to perform the Services with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.

9.2. The Company does not warrant that:

a. the Customer’s use of the Services will be uninterrupted or error-free, or

b. that the Services or Third Party Products will meet the Customer’s requirements or business objectives.

9.3. The Company is not responsible for any Services, or Third Party Products not expressly stipulated in this Agreement that the Company will provide. Except for any matter upon which the Company specifically agrees in writing with the Customer to advise or do, the Company shall not be liable for advising on, or failing to advise on, or doing, or failing to do, anything else (including on any laws, rules, regulations, bye-laws or codes of practice). For the avoidance of doubt, the Customer is solely responsible to purchase, install, configure, or update any hardware or software not explicitly provided for by the Company as part of the Services or Third Party Products.

9.4. The Company represents that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

10. Customer’s Obligations and Use Restrictions

10.1. The Customer shall comply at all times with all applicable laws and regulations in the performance of the Agreement.

10.2. The Customer shall comply at all times with the Third Party Terms and Conditions with respect to the Third Party Products.

10.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company.

10.4. The Customer shall promptly provide to the Company such information and assistance, and access to the Customer’s resources and location, whenever and if required by the Company that will enable the Company to carry out fully and promptly its obligations under this Agreement.

10.5. The Customer shall promptly comply with the requests of the Company from time to time in connection with this Agreement.

10.6. The Customer shall take all care and assume all responsibility for sending and receiving the Customer Data to the Company. The risk of and responsibility for the input of content of the Customer Data supplied by the Customer or its employees, agents, contractors, partners, or customers is with the Customer. The Customer shall ensure that the content of the Customer Data supplied by it is true, accurate and complete.

10.7. The Customer is responsible for ensuring that, and hereby warrants and undertakes to the Company that, the Customer Data and the sending and receipt of them by the Customer and the Company, and the use and processing of them by the Company to perform the Services in accordance with this Agreement or by the Customer:

a. conforms in all respects with all applicable laws, rules, and regulations,

b. does not infringe the privacy rights or Intellectual Property Rights of any third party;

c. is not defamatory, malicious, abusive, obscene, indecent, discriminatory or harassing; and

d. does not contain any material detrimental to the Company, including without limitation any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

10.8. It is the Customer’s responsibility to ensure that the Services and Third Party Products are sufficient and suitable for its purposes and meet its individual requirements.

10.9. The Customer warrants to the Company that the Customer is authorised to receive the Services and Third Party Products.

10.10. Notwithstanding the generality of any exclusion or limitation of liability clause in the Agreement, the Customer acknowledges, agrees and accepts that the Company shall not in any way be responsible for any failure or delay in performing the Services, delivering any Third Party Products or otherwise performing any part of the Agreement caused by or connected with the Customer’s non-compliance with any of this clause 10.

11. Confidentiality

11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement. A party’s Confidential Information shall not be deemed to include information that:

a. is or becomes publicly known other than through any act or omission of the receiving party;

b. was in the other party’s lawful possession before the disclosure;

c. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

d. is independently developed by the receiving party, which independent development can be shown by written evidence.

11.2. Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.

11.3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

11.5. The Customer acknowledges that details of the Services, and the results of any of the Services, constitute the Company’s Confidential Information.

11.6. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. The parties may agree to such public announcement in the Order Form.

11.7. The above provisions of this clause 11 shall survive termination of this agreement, however arising.

12. Data Protection

12.1. In performing the Agreement, each Party shall comply with all applicable Data Protection Law and procure that its employees, agents, consultants, and contractors comply with all applicable Data Protection Law.

12.2. The Company will process any personal data of the Customer as a data controller in accordance with its Privacy Policy.

13. Limitation of liability

13.1. Except as expressly and specifically provided in the Agreement:

a. the Customer assumes sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer’s direction, and

b. the Services are provided to the Customer on an “as is” basis.

13.2. Nothing in this agreement excludes the liability of the Company:

a. for death or personal injury caused by the Company’s negligence; or

b. for fraud or fraudulent misrepresentation.

13.3. Subject to clause 13.1 and clause 13.2:

a. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of actual or anticipated profits, loss of business, loss of contracts, loss of use of money, loss or depletion of goodwill or reputation, loss of operation time, loss of, damage to, or corruption of data, loss of opportunity, loss of anticipated savings, loss of revenue, loss of use of systems or networks, or loss or corruption of data or software or information, products or services not being available for use or the procurement of substitute products or other goods, or services, or pure economic loss, or for any special, indirect, punitive, or consequential loss, costs, damages, charges or expenses however arising under the Agreement, whether or not such losses were reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring such losses. This clause shall apply whether such losses are direct, indirect, consequential, or otherwise.

b. The Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising out of or in connection with the Customer’s order or purchase of Services or Third Party Products, the Company’s supply of Services or Third Party Products, or the performance or contemplated performance of this agreement, shall be limited to the fees paid by the Customer for the Service and/or Third Party Product giving rise to the claim during the 12 months immediately preceding the date on which the claim arose.

c. Insofar as applicable law prohibits any limitation on liability herein, the Parties agree that such limitation will be automatically modified, but only to the extent so as to make the limitation compliant with applicable law.

13.4. Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Company’s intellectual property rights.

14. Indemnity

14.1. The Customer shall defend and hold the Company harmless from any third party claim related to the Customer’s breach of, or failure to comply with, the Third Party Terms and Conditions for whatever reason. The Customer shall fully indemnify the Company against (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any such claim; and (ii) all out-of-pocket costs (including attorneys’ fees) incurred by the Company with the defence of the relevant claim.

14.2. The Customer shall defend and hold the Company harmless from any third party claim arising from the content of the Customer Data or any infringement of Intellectual Property Rights of third parties. The Customer shall fully indemnify the Company against (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any such claim; and (ii) all out-of-pocket costs (including attorneys’ fees) incurred by the Company with the defence of the relevant claim.

15. Renewals, termination and returns of products, including Third Party Products

15.1. Some Third Party Terms and Conditions may provide for automatic renewal of certain Third Party Product subscriptions. To the extent such automatic renewal terms exist in respect of a Third Party Product, the Customer is responsible for any notice requirements related to such automatic renewals.

15.2. Any returns of Third Party Products are subject to the Third Party Terms and Conditions. The Company will not be responsible for any Third Party Provider’s refusal to accept the return of any Third Party Product for any reason. The Customer undertakes to return any Third Party Product in accordance with the Third Party Terms and Conditions.

16. Term and Termination

16.1. This agreement, subject to clause 16.2., shall commence on the Commencement Date and shall continue for the term agreed in the Order Form, unless terminated earlier based on the Order Form, and based on, and subject to the relevant Third Party Terms and Conditions (where applicable).

16.2. In relation to the Services, the parties agree that the subscription purchased by the Customer for the Service Period, as stipulated on the Order Form, shall be automatically renewed for successive Service Periods unless terminated by notice by either Party within the notice period provided in the Order Form.

16.3. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

a. the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;

b. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;

c. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

d. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

e. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

f. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

g. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

h. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

i. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.

16.4. On termination of this agreement for any reason:

a. all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and Third Party Products (unless otherwise provided in the Third Party Terms and Conditions),

b. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party,

c. any Hardware which has not been paid for in full shall be immediately returned to the Company,

d. the owner of Confidential Information may at its option require the other Party to delete promptly all Confidential Information from any computer disks, tapes or other material in its possession or under its control or promptly deliver up or destroy materials and tangible items in its possession or under its control which contain any Confidential Information belonging to the Party requiring the action, and

e. subject to clause 16.4.d, the Company may destroy or otherwise dispose of any Customer Data in the Company’s possession unless the Company receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of such data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning or disposing of such data, and

f. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

17. Force Majeure

The Company shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

20.2. If any provision or part-provision of this agreement is deemed deleted under clause 20.1. the parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Assignment

21.1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

21.2. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

23. Notices

23.1. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party’s email address as set out in the Services Form.

23.2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal Business Hours hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission.

24. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Cyprus.

25. Jurisdiction

Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).