MyQuants Web Portal & Application Software – Terms & Conditions

CONTENTS

CLAUSE

1. INTERPRETATION

2. USER SUBSCRIPTIONS

3. ADDITIONAL USER SUBSCRIPTIONS

4. SERVICES

5. CUSTOMER DATA

6. THIRD PARTY PROVIDERS

7. SUPPLIERS OBLIGATIONS

8. CUSTOMER OBLIGATIONS

9. CHARGES AND PAYMENT

10. PROPRIETARY RIGHTS

11. CONFIDENTIALITY

12. INDEMNITY

13. LIMITATION OF LIABILITY

14. TERM AND TERMINATION

15. FORCE MAJEURE

17. SEVERANCE

18. ENTIRE AGREEMENT

19. ASSIGNMENT

20. NO PARTNERSHIP OR AGENCY

21. THIRD PARTY RIGHTS

22. NOTICES

23. GOVERNING LAW AND JURISDICTION

Schedule 1 - Fees

SUBSCRIPTION FEES

EXCESS STORAGE FEES

ANY ADDITIONAL FEES

Schedule 2 Subscription Term

THIS AGREEMENT as of the date of registration onto the MyQuants Web Portal and acceptance of the End User License Agreement (EULA), the Effective Date.

PARTIES

(1) MyQuants - Supplier

(2) End User, Or

(3) Individual Customer, Or

(4) Customer (Sole Trader or Self Builder), using the Free or Paid version of the software.

BACKGROUND

(A) MyQuants has developed and licenses to its End Users certain Web Portal access, Software Applications and/or Supporting Infrastructure which it makes available to End Users via the internet on a pay-per-use or free basis for the purposes of Constructional Materials Price Comparison, Plant Hire Price Comparison, Logging, Data Storage, Data Analysis and/or Data Retrieval.

(B) The End User/Customer wishes to use MyQuants services in its business operations.

(C) For free and paying Customers, MyQuants has agreed to provide, and the Customer has agreed to consume and if applicable pay for the services subject to the terms and conditions of this agreement.

(D) Individual Customers using the Free (Non-Paying) version of the MyQuants Web Portal and/or application software, services and/or infrastructure agree to be bound by the restrictions and limitations set out within this agreement for the Terms and Conditions of Use.

AGREED TERMS

1. INTERPRETATION

1.1 The definitions and rules of interpretation within this clause apply to this agreement.

Authorised Users:

Are End Users, Individual Customers, Sole Traders or Self Builders, or those employees, agents and/or independent contractors of the Customer, who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).

Autopay:

Is a facility built into the software that permits a User to add additional features, services or subscriptions to their Company account without the need to obtain approval from the Supplier, (representing a pre-Authorised account).

Business Day:

Is any day which is not a Saturday, Sunday or public holiday in the UK.

Change of Control:

Is the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.

Confidential Information:

Is information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.

Customer:

A Customer can be any entity Individual or Corporate wishing to use the MyQuants software, infrastructure or services, whether purchased or Free.

Customer Data:

Is the data entered by the Customer, End User, Authorised Users, or the Supplier on the Customer's behalf for the purposes of using the Services or facilitating the Customer’s use of the Services.

Documentation:

Any documents (including the EULA) made available to the Customer by the Supplier either in hardcopy or in digital form online via the Web Portal (www.MyQuants.co.uk) or any other such web address as notified to the Customer by the Supplier from time to time, which sets out a description of the Services.

Effective Date:

Is the date of this agreement.

End User License Agreement (EULA):

A detailed technical and administrative list of the Suppliers requirements, policies, restrictions, limitations and Terms and Conditions of Use made available to the End User or Customer via the online Web Portal (www.MyQuants.co.uk), or any other such web address as notified to the Customer by the Supplier from time to time in support of and/or in addition to this agreement.

Free of Charge (FoC):

Applies to discretionary subscriptions which are free of charge to the End User or Customer.

Initial Subscription Term:

Is the initial term of this agreement as set out in Schedule 2.

Jurisdiction:

This agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

Normal Business Hours:

9.00 am to 5.30 UK time, each Business Day, excluding Weekends.

Paying Customers:

Are those Customers not in receipt of a discretionary Free of Charge (FoC) subscription.

Renewal Period:

Is the period described in clause 14.1.

Retention Period:

Is the period described in clause 14.3.

Services:

Are the subscription services provided by the Supplier to the Customer under this agreement via the Web Portal (www.MyQuants.co.uk) or any other website as notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software:

Is the online software application provided by the Supplier as part of the Services.

Subscription Fees:

Are the subscription fees payable by the End User or Customer to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.

Subscription Term:

Has the meaning given in clause 14.1.

Supplier:

The supplier in this instance will be MyQuants or its authorised agents.

Support Policy:

The Supplier's policy for providing support in relation to the Services as made available upon request via the Web Portal (www.MyQuants.co.uk) or any other such website address as may be notified to the Customer from time to time.

User Subscriptions:

Are the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus:

Is anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

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

1.3 A person (Customer) or End User includes any individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or authorised assignees.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 Words in the singular shall include the plural and vice versa.

1.6 A reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.8 A reference to writing or written includes faxes and e-mail.

1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2. USER SUBSCRIPTIONS

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a nonexclusive, non-transferable right to permit only Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's own internal business operations.

2.2 In relation to the Authorised Users, the End User or Customer undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation (concurrent use) shall not exceed the total permitted number of User Subscriptions (as defined within schedule 1) it has purchased from time to time, or receives Free of Charge (FoC) at MyQuants’s discretion;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User during any one online session, unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c) each Authorised User shall take all reasonable steps to keep confidential their login credentials and use only their assigned credentials when logging in to the system, sharing of individual Authorised Users credentials is strictly forbidden at any time.

(d) it shall maintain an up-to-date list of current Authorised Users and inform the Supplier within 5 Business Days (upon receipt of a written request or E-mail from the Supplier for this information);

(e) it shall permit the Supplier to audit the Services in order to establish the logon details of each individual Authorised User to determine adherence to the terms and conditions of this agreement. Such audits may be conducted at any time and will be at the Supplier's own expense;

(f) if any of the audits referred to in clause 2.2(e) reveal that the customer is not adhering to the terms and conditions of this agreement, then without prejudice to the Supplier's other rights, the Customer shall be requested to promptly disable such credentials upon notification by the Supplier of a breach in the terms and conditions of use;

(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any other material during the course of its use of the Services that:

(a) are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b) facilitate illegal activity;

(d) promote unlawful violence;

(e) are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

(f) cause damage or injury to any person or property;

and the Supplier reserves the right, without liability to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or

(d) subject to clause 19.1, license, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier once identified.

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3. ADDITIONAL USER SUBSCRIPTIONS

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in paragraph 1 of Schedule 1 and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing, unless purchasing the additional subscriptions through the Autopay facility built into the software. The Supplier shall evaluate such requests for additional User Subscriptions and respond to the Customer with approval or disapproval of the request (such approval not to be unreasonably withheld).

3.3 Excluding additional subscriptions obtained through the Autopay facility, if the Supplier approves the Customer’s request to purchase additional User Subscriptions, the Customer shall, within 14 days of the date of receipt of the Supplier’s invoice, pay to the Supplier the relevant fees for such additional User Subscriptions as set out in paragraph 2 of Schedule 1 and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4. SERVICES

4.1 The Supplier shall, during the Subscription Term, endeavour to provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2 The Supplier shall make all reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance work carried out during the maintenance window of 10.00 pm to 04.00 am UK time on any working day, or at any time during Weekends; and

(b) unplanned or emergency maintenance work required at short notice or outside of Normal Business Hours. The Supplier will make all reasonable endeavours to give the Customer notice in advance of any emergency works.

4.3 For Paying Customers, the Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided.

4.4 The Supplier reserves the right to amend the Support Services Policy without prior notice and at its sole and absolute discretion from time to time.

4.5 End Users (Customers) who are in receipt of a Free of Charge (FoC) discretionary subscription, are not entitled to receive any support services whatsoever, except at the sole and absolute discretion of the Supplier.

5. CUSTOMER DATA

5.1 It is the Customer’s sole responsibility to undertake backups of their data at regular intervals to guard against data loss or corruption. The Supplier accepts no responsibility whatsoever for the loss, corruption or deletion of any Customer Data due to any cause.

5.2 The Supplier shall, in providing the Services, comply with all legislation and regulatory requirements when handling Personal Data in accordance with the Suppliers Privacy and Security Policies.

5.3 In the event that the Supplier processes any Personal Data when performing its obligations under this agreement and in accordance with the End User Licence Agreement (EULA) provided with each subscription, the parties agree that the Customer will perform the duties and obligations of a Data Controller and that the Supplier shall perform the duties and obligations of a Data Processor and in any such case:

(a) the Customer or End User shall ensure that they are entitled to transfer any relevant Personal Data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;

(b) the Customer shall ensure that any relevant third parties they may use have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(c) the Supplier shall process the Personal Data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer as the Data Controller from time to time; and

(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6. THIRD PARTY PROVIDERS

6.1 The Customer acknowledges that the Services may enable or assist them in accessing the website content of, correspond with or purchase products and services from third parties via third-party websites, and that it does so solely at its own risk.

6.2 The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content, use of or correspondence with any such third-party websites, or any transactions completed, or any contract entered into by the Customer with any such third party. Any contract entered into and any transaction completed via any third-party website is and will remain a contract between the Customer and the relevant third-party entity and the Customer must refer and adhere to the third party’s website terms and conditions of use if entering in to such a contract.

6.3 The Supplier does not endorse or approve any third-party website content, products or services accessed via its Services as described in 6.1.

7. SUPPLIERS OBLIGATIONS

7.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. The Supplier:

(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary in the performance of its obligations under this agreement.

8. CUSTOMER OBLIGATIONS

The Customer shall:

(a) provide the Supplier with:

(i) all necessary co-operation in relation to this agreement; and

(ii) all necessary access to such information as may be required by the Supplier in order to render the Services, including but not limited to Customer Data, security access information and configuration services;

(b) comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links to the Internet as is necessary to permit access to the Supplier’s Services; and

(h) accept full responsibility for any problems, conditions, delays, delivery failures and any other associated losses or damage arising from or relating to the Customer's own network connections or telecommunications links to the internet.

9. CHARGES AND PAYMENT

9.1 Unless in receipt of a discretionary Free of Charge (FoC) subscription, the Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9 and Schedule 1.

9.2 The Suppliers preferred methods of payment is by bank Standing Order for payment in full of all Subscription charges to the Suppliers nominated bank account on or before the effective date of the contract.

9.3 Alternative methods of payment or adjusted payment dates can be arranged subject to negotiation with the Supplier.

9.4 The Supplier will provide the Customer upon request a VAT Invoice for the full amount by the 28th of each calendar month; and

9.5 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a) the Supplier may, without liability to the Customer, disable the Customer’s password, account and/or access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while any invoice(s) or disputed amounts concerned remain unpaid; and

(b) interest shall accrue on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Supplier's bank in the UK at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.6 All amounts and fees stated or referred to in this agreement:

(a) shall be payable in pounds sterling;

(b) are, subject to clause 13.4(b), non-cancellable and non-refundable;

9.7 If, at any time whilst using the Services the Customer exceeds the allocated amount of disk storage space as specified within the Documentation, the Customer shall be liable for additional storage fees as set out in schedule 1.

9.8 The Supplier reserves the right to amend the price of any subsequent or additional User Subscription fees outside of this agreement without prior notice or obligation.

10. PROPRIETARY RIGHTS

10.1 The Customer acknowledges and agrees that the Supplier wholly owns all Intellectual Property rights to the Software, Applications, Infrastructure (except that provided by the Customer to gain access to the Internet), Services and Documentation used to provide the Services.

10.2 Except as expressly stated herein, this agreement does not grant the Customer any rights whatsoever to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

11. CONFIDENTIALITY

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this 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;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, 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 performance of this 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 this agreement.

11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

11.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.

11.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

11.7 This clause 11 shall survive termination of this agreement, however arising.

12. INDEMNITY

12.1 The Customer shall defend, indemnify and hold harmless the Supplier against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation.

13. LIMITATION OF LIABILITY

13.1 Except as expressly and specifically provided in this agreement:

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

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and

13.2 Nothing in this agreement excludes the liability of the Customer:

(a) for death or personal injury caused by the Customer’s negligence; or (b) for fraud or fraudulent misrepresentation.

13.3 Subject to clause 13.2 and clause 13.3:

(a) the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

14. TERM AND TERMINATION

14.1 This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods equal to the Initial Subscription Term as defined in Schedule 2, (the Renewal Period), unless:

(a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term; or

(b) a minimum of 30 days into any subsequent Renewal Period; or

(d) the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the full Subscription Term.

14.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:

(a) the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or

(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver is appointed of any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or

(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or

(f) the other party ceases, or threatens to cease, to trade; or

(g) there is a change of control of the other party within the meaning of section 840 of the Income and Corporation Taxes Act 1988; or

(h) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

14.3 On termination of this agreement for any reason:

(a) all licences granted to the Customer under this agreement shall immediately terminate;

(b) the Supplier may, at their discretion destroy or otherwise securely dispose of any Customer Data in its possession unless the Supplier receives, no later than 14 Days after the effective date of the termination of this agreement, a written request for the delivery to the Customer (in machine readable format) the most recent back-up of the Customer Data. The Supplier 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/or resulting from termination (whether or not due at the date of termination). The Customer shall also remain responsible for and must pay all reasonable expenses incurred by the Supplier in returning or disposing of the Customer’s Data; and

(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

(d) upon termination of this agreement, the Supplier may, at their discretion retain Customer Data for a maximum Retention Period of no more than Seven Years after the termination date in accordance with the Suppliers own Data Retention Policy.

15. FORCE MAJEURE

The Supplier 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 Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of the Supplier’s or their sub-contractors, provided that the Customer is notified of such an event and its expected duration.

17. SEVERANCE

17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. ENTIRE AGREEMENT

18.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

18.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.

19. ASSIGNMENT

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

19.2 The Supplier 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.

20. 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).

21. THIRD PARTY RIGHTS

This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assignees) pursuant to the Contracts (Rights of Third Parties) Act 1999.

22. NOTICES

22.1 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 secure E-Mail attachment to the other party's registered E-Mail address as set out in this agreement.

22.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business 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 fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

23. GOVERNING LAW AND JURISDICTION

23.1 This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.

23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Schedule 1: SUBSCRIPTION FEES

Individual End User (Customer) subscriptions are currently Free of Charge (FoC).

EXCESS STORAGE FEES: The current maximum data storage capacity allocated or permitted per individual End User (Customer) under this agreement is 100MB. Customers in receipt of a discretionary Free of Charge (FoC) subscription are hard capped at the 100MB limit.

Paying Customers will have their individual allocations increased to 10GB per paid subscription;

ANY ADDITIONAL FEES

If additional Services are requested outside of this agreement by the Customer, they will be scoped and priced according to the prevailing MyQuants pricelist, and invoiced as a one-off fee.

Schedule 2: Subscription Term:

1. Initial Subscription Term:

The initial subscription term for this agreement will be 12 Months from the Effective Date.