Terms and Conditions

THIS MARKETING SERVICES AGREEMENT is made this 10th day of January 2022

BETWEEN:

(1) LIGHTNING LEADS LIMITED a company registered in England (company registration number 13885849) whose registered office is at 10 Pilgrim Suite Ketteringham Hall, Ketteringham, Wymondham, England, NR18 9RS (the “Supplier”); and

(2) PHILLIPSON HARDWICK ADVISORY LIMITED a company registered in England (company registration number 12557258) whose registered office is at Centenary House, Centenary Way, Manchester, Greater Manchester, United Kingdom, M50 1RF (the “Customer”).

BACKGROUND:

(A) The Suppler is a provider of digital advertising services

(B) The Customer is an Intermediary

(C) The Customer wishes to procure services for the provision of digital advertising services from the Supplier, for the purpose of the Customer contacting leads generated from the digital advertising to discuss their requirements for broadband services and other Customer products and services, with a view to selling the Customer’s products and services to the lead.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 In this Agreement the following terms shall have the following meanings:

“Applicable Data Protection Law” means Data Protection Law and all other data protection and privacy laws and regulations applicable to the personal data in question;

“Approved Marketing Content” means Marketing Content approved by the Customer in accordance with this Agreement;

“Business Day” means a day other than a Saturday, Sunday or bank or public holiday in England and Wales;

“Cost Per Lead” means the cost to the Customer of each Lead from use of the Customer Accounts;

“Supplier Website” means the websites that the Supplier specifies in writing to the Customer from time to time that should be linked to the Approved Marketing Content;

“Data Protection Law” means all applicable laws and regulations relating to the processing of personal data and privacy including the Data Protection Act 2018, the Electronic Communications Data Protection Directive (2002/58/EC), and the UK GDPR, including all law and regulations implementing or made under them, any amendment or re-enactment of them and, where applicable, the guidance and codes of practice issued by applicable Regulatory Bodies;

“Effective Date” means the date of this Agreement;

“Fees” means the fees payable by the Customer for the Services;

“Good Industry Practice” means the degree of skill, diligence, prudence, efficiency, timeliness and foresight which would reasonably be expected from a skilled and experienced supplier of similar services seeking to comply with its contractual and statutory obligations and seeking to avoid any liability arising under any duty of care that might reasonably be contemplated by such a supplier;

“Insolvency Event” means where a person ceases or threatens to cease to carry on business, is found unable to pay its debts within the meaning of the Insolvency Act 1986 section 123, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters any composition with creditors generally, or has an order made or resolution passed for it to be wound up (unless as part of any scheme for solvent amalgamation or solvent reconstruction) or undergoes any similar or equivalent process in any jurisdiction;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, the look and feel of websites and digital applications, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“IR35 Rules” means the off-payroll working rules contained in the Chapters 8 and 10 of Part 2 of ITEPA as amended from time to time, to the extent in force and applicable to either of the parties and/or any of the Supplier Personnel;

“ITEPA” means the Income Tax (Earnings and Pensions) Act 2003 as amended from time to time;

“Laws” means statutes, statutory instruments, regulations, orders, and other legislative provisions in any jurisdiction including any delegated or subordinate legislation, any enforceable community rights within the European Union, any regulatory requirements, policies, guidance and industry codes (whether binding or non-binding) and any judgment of a relevant court of law or decision of a tribunal, Regulator or other competent authority;

“Lead” means where any individual (whether identified in the Unique ID or not) is directed onto the Customer Website by clicking on Approved Marketing Content;

“Losses” means any actions, claims, costs, damages, demands, expenses, fines, liabilities, losses, penalties and sanctions (including amounts paid in settlement, out-of-pocket expenses and interest);

“Marketing Content” means any website, email, pop-up, cookie, advertisement or any other materials which the Supplier intends to use for the purpose of generating Leads and/or marketing the Customer Products;

“PSC” means any intermediary to which the provisions of Chapters 8 and/or 10 of Part 2 of ITEPA apply;

“Regulator” means the FCA, the Information Commissioner’s Office, the Competition and Markets Authority, the Advertising Standards Agency and any other competent authority with respect to applicable financial services regulations, Data Protection Law or advertising standards;

“Regulatory Bodies” means those government departments and regulatory, statutory and other bodies, entities and committees which, whether under statute, rule, regulation, code of practice or otherwise, are entitled to regulate, investigate or influence the matters relating to the security of data, personal data and privacy;

“Replacement Supplier” means the Customer and/or any person appointed by the Customer to provide services which are the same as or materially similar to the Services (or any part thereof) in succession to the Supplier;

“Services” means the services specified in an Order Email;

“Supplier Personnel” means the Supplier’s employees, agents, consultants and individual contractors who provide or who are involved in the provision of the Services;

“Term” means the period beginning on the Effective Date and ending on the expiry or termination of this Agreement;

“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any successor legislation in force from time to time in the United Kingdom);

“UK GDPR” means The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019; and

“Unique ID” means, in relation to each Lead, the unique identification number provided by the Customer for that Lead.

1.2 In this Agreement:

(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(c) a reference to writing or written includes emails.

2. Scope and ordering procedure

2.1 The Supplier shall (and shall procure that the Supplier Personnel and any other subcontractors shall) perform the Services in accordance with this Agreement. The Supplier shall at all times be responsible for the performance of such Supplier Personnel and any other subcontractors and shall ensure that each of them comply with the terms of this Agreement.

2.2 From time to time, the Customer shall email the Supplier with orders for Services (the “Order Email”).

2.3 The Order Email shall provide details of the Services that the Customer requires the Supplier to provide in relation to the Customer Products, and shall include the following information:

(a) if applicable, the volume of Approved Marketing Content that shall be placed on digital publications;

(b) if applicable, the minimum number of Leads to be generated from the Services for each month;

(c) the Minimum Performance Criteria;

(d) the type of digital publications where the Approved Marketing Content should be placed;

(e) the duration for which the Customer wishes the Approved Marketing Content to be on the digital platforms; and

(f) the Fees that shall be payable under that Order Email.

2.4 Each Order Email shall be a separate offer by the Customer to purchase the Services on the terms of this Agreement. The Supplier shall be deemed to have accepted the Order Email upon its written confirmation of the Order Email, or (if earlier) when the Supplier commences the provision of the Services specified under that Order Email.

2.5 The terms of this Agreement and an Order Email apply to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supplier Undertakings and provision of the Services

3.1 The Supplier undertakes:

(a) that it will perform its obligations under this Agreement in a timely and professional manner using Good Industry Practice;

(b) to use reasonable endeavours to ensure that all Marketing Content complies with all applicable Laws;

(c) on request from the Customer, to promptly provide such information as the Customer may request in relation to any Marketing Content or subcontractor;

(d) to update, discontinue or remove any Marketing Content immediately on the Customer’s request;

(e) to perform its obligations under this Agreement in a manner that complies with all Laws in force during the Term and shall not cause the Customer to breach any Laws in force during the Term;

(f) that all Leads it provides in the provision of the Services shall be human internet users and not automated bots;

(g) that the Services will meet the Minimum Performance Criteria;

(h) it will not publish in the performance of the Services, whether by the Customer Accounts or otherwise, any derogatory, defamatory, pornographic, illegal or other harmful or malicious material or content;

(i) that all Supplier Personnel are suitably skilled, experienced and qualified to carry out the duties and tasks assigned to them in connection with the performance of the Services;

(j) that any Marketing Content will not infringe any Intellectual Property Rights of third parties;

(k) to comply with the Customer’s reasonable requests in carrying out the Services;

(l) that it will not use any Marketing Content that is not Approved Marketing content to generate Leads and/or market the Customer’s Products;

(m) that it will comply with the Customer’s acceptable use, data security and information security policies and procedures, and the Supplier will not introduce or enter any computer virus, malware, Trojan horse, worm, software bomb, authorisation key, licence control utility, software lock or any other item, software or device which may harm software or computer systems into systems operated or used by the Customer.

3.2 The Supplier shall be responsible for obtaining and maintaining any equipment, networking or materials that it requires in order to provide the Services. The Customer shall be responsible for providing the Supplier with access to the Customer’s native advertising accounts strictly for the purpose of the provision of the Services by the Supplier.

3.3 The Supplier shall comply with the Customer’s guidelines and instructions in relation to the Marketing Content and use of the Customer Accounts, including any spend restrictions, budget limits or other parameters. The Supplier shall submit all Marketing Content to the Customer for regulatory and compliance review and approval. The Supplier shall not publish any Marketing Content (on any Customer Account or otherwise) without obtaining approval from the Customer.

3.4 The Supplier shall manage the Approved Marketing Content on the Customer Accounts for the purpose of generating Leads and minimising the Cost Per Lead.

3.5 The Customer shall provide the Supplier with certain agreed tracking information in relation to the Leads.

3.6 The Supplier shall be responsible for selecting the Supplier Personnel and resources it needs in order to provide the Services. Provided it does so in accordance with applicable Laws and the terms of this Agreement, the Supplier is free to resource the Services as it sees fit. The Supplier acknowledges and agrees that the Fees are inclusive of all of its operating costs, and the Supplier shall not be entitled to any additional payment other than the Fees specified in an Order Email if the Supplier needs to engage additional Supplier Personnel or obtain additional resources.

4. Payment and Related Provisions

4.1 Payment is required upfront for the amount of ‘’Leads’’ requested in the ‘’Order Email’’.

4.2 The Supplier will ensure that all invoices are in such form as the Customer reasonably requires and that they include a description of the Leads to which the invoice relates and the total Fees payable under the invoice.

4.3 The Customer will pay invoices within 5 (five) Business Days after receipt of the correct invoice and supporting records that conform to the requirements of this Clause 4 unless the Customer disputes the whole or any portion of an invoice in which case the amount in dispute shall not be due and the Customer shall notify the Supplier of the amount in dispute and the nature of the dispute. The Customer and the Supplier shall use reasonable endeavours to resolve the dispute in question within 5 (five) Business Days of the dispute arising. Following resolution of the dispute:

(a) the Supplier will issue an invoice that meets the requirements of Clause 4.2 in the agreed amount; and

(b) the Customer will pay the agreed amount to the Supplier within 5 (five) Business Days after receipt of a correct invoice in respect of such amount.

4.4 The Supplier shall not be entitled to any payment other than as specified in this Agreement or in an Order Email and the Fees for the Services will be inclusive of all out-of-pocket expenses which may be incurred by the Supplier in connection with the provision of the Services, including travel and subsistence expenses.

5. Default Interest

Except where the Customer disputes an invoice or part of an invoice in good faith and withholds payment of the disputed amount, if any sum due for payment under or in accordance with the provisions of this Agreement is not paid on the due date, the party in default shall pay interest on such sum from the due date until the date of actual payment (whether before or after judgment) at the rate of two per cent (2%) above the base rate of Barclays Bank plc from time to time, such interest to accrue on a day to day basis. The parties acknowledge that this amounts to a substantial remedy for late payment.

6. Audit

The Supplier shall keep reasonable records and information (both during and after the Term) in order to demonstrate compliance to the terms of this Agreement and shall allow the Customer reasonable access to such records and information.

7. Data Protection

7.1 Definitions: In this Clause 7, the following terms shall have the following meanings: “controller”, “processor”, “data subject”, “personal data”, “processing” (and “process”) and “special categories of personal data” shall have the meanings given in Applicable Data Protection Law.

7.2 Relationship of the parties: The Customer appoints the Supplier as processor to process the personal data that is the subject of this Agreement (the “Data”).

7.3 Purpose limitation: The Supplier shall process the Data as a processor as necessary to perform its obligations under this Agreement and strictly in accordance with the documented instructions of the Customer (“Permitted Purpose”) except as otherwise required by United Kingdom law applicable to the Supplier. In no event shall the Supplier process the Data for its own purposes or those of any third party. The Supplier shall immediately inform the Customer if it becomes aware that the Customer’s processing instructions infringe Applicable Data Protection Law.

7.4 Security: The Supplier shall implement technical and organisational measures to protect the Data from: (i) accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (each, a “Security Incident”).

7.5 Security Incidents: The Supplier shall inform the Customer within twelve (12) hours of becoming aware of an actual or potential Security Incident, and shall provide all such timely information and cooperation as the Customer may require in order for the Customer to fulfil its data breach reporting obligations under (and in accordance with the timescales required by) Applicable Data Protection Law. The Supplier shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep the Customer informed of all developments in connection with the Security Incident.

7.6 Sub processing: The Supplier shall not subcontract any processing of the Data to a third party sub processor without the prior written consent of the Customer. If the Customer refuses to consent to the Supplier’s appointment of a third party sub processor on reasonable grounds relating to the protection of the Data, then either the Supplier will not appoint the sub processor or the Customer may elect to suspend or terminate this Agreement without penalty.

7.7 Confidentiality of processing: the Supplier shall ensure that any person that it authorises to process the Data (including the Supplier’s Personnel and subcontractors) (an “Authorised Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty), and shall not permit any person to process the Data who is not under such a duty of confidentiality. The Supplier shall ensure that all Authorised Persons process the Data only as necessary for the Permitted Purpose.

7.8 Tracking Pixels: The Supplier may use and/or configure tracking pixels to provide the Services (“Pixels”). The Supplier shall ensure that, on behalf of the Customer, appropriate notice and consent mechanisms as may be required by Applicable Data Protection Law are displayed upon digital properties from which the Data is collected so that Pixels can be served lawfully through such properties in order for the Supplier to provide the Services.

7.9 Cooperation and data subjects’ rights: The Supplier shall provide all reasonable and timely assistance to the Customer (at its own expense) to enable the Customer to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data.

7.10 Data Protection Impact Assessment: Upon the Customer’s request, the Supplier shall provide the Customer with all such reasonable and timely assistance as the Customer may require in order to conduct a data protection impact assessment in accordance with Applicable Data Protection Law including, if necessary, to assist the Customer to consult with its relevant data protection authority.

7.11 Deletion or return of Data: Upon termination or expiry of this Agreement, the Supplier shall (at the Customer’s election) destroy or return to the Customer all Data (including all copies of the Data) in its possession or control (including any Data subcontracted to a third party for processing). This requirement shall not apply to the extent that the Supplier is required by any United Kingdom law to retain some or all of the Data, in which event the Supplier shall isolate and protect the Data from any further processing except to the extent required by such law until deletion is possible.

7.12 Audit: Upon the Customer’s request, the Supplier shall make available to the Customer all information necessary to demonstrate compliance with this Clause 7. Further, the Supplier shall permit the Customer (or its appointed third party auditors) to audit the Supplier’s compliance with this Clause 7 , and shall make available to the Customer all information, systems and staff necessary for the Customer (or its third party auditors) to conduct such audit. The Supplier acknowledges that the Customer (or its third party auditors) may enter its business premises for the purposes of conducting this audit, provided that the Customer gives it reasonable prior notice of its intention to audit, conducts its audit during normal business hours, and takes all reasonable measures to prevent unnecessary disruption to the Supplier’s operations. The Customer will not exercise its audit rights more than once in any twelve (12) calendar month period, except (i) if and when required by instruction of a competent data protection authority; or (ii) the Customer believes a further audit is necessary due to a Security Incident suffered by the Supplier.

8. Intellectual Property Rights

8.1 All Intellectual Property Rights and any Marketing Content produced by the Supplier under this Agreement shall belong to the Supplier. The Supplier assigns (or shall procure the assignment of) all Intellectual Property Rights in the Marketing Content with full title guarantee and free from all encumbrances. In relation to future Intellectual Property Rights, the assignment under this Clause shall take effect as a present assignment of future Intellectual Property Rights.

8.2 The Supplier shall comply with any brand guidelines or other restrictions on usage of the Customer or advertiser’s name, logos, designs, product specifications and any other Customer Materials as notified to the Supplier from time to time.

9. Indemnities

The Supplier shall indemnify, keep indemnified and hold harmless the Customer from and against all Losses together with all reasonably incurred legal expenses suffered or incurred by the Customer as a result of:

(a) any costs incurred on any Customer Account as a result of the Supplier continuing to distribute Marketing Content on that Customer Account after the time the Customer has expressly required that Marketing Content to be removed;

(b) a claim that the receipt of the Services by the Customer infringes the Intellectual Property Rights or other proprietary rights of any person;

(c) any breach of the Supplier’s obligations under any of the following Clauses: (i) Clause 3 (Supplier Undertakings); (ii) Clause 7 (Data Protection); and (iii) Clause 13 (Confidentiality).

10. Liability

10.1 Neither party shall be liable to the other for any indirect loss arising out of or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence).

10.2 Neither party shall be liable to the other for any:

(a) loss of profit or loss of revenue; or

(b) any loss of goodwill, reputation or opportunity,

(c) arising out of or in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence).

10.3 Subject to Clauses 10.1 and 10.2, each party’s total liability in connection with this Agreement or any breach or non-performance of it no matter how fundamental (including by reason of that party’s negligence) in contract, tort or otherwise shall be limited to £250,000 (GBP two hundred and fifty thousand).

10.4 Clauses 10.1, 10.2 and 10.3 shall not limit either party’s liability in respect of:

(a) any amounts payable by way of indemnity under Clause 9, Clause 22.2 or Clause 22.5;

(b) any Fees payable to the Supplier by the Customer or any obligation of the Supplier to repay any overpayments of the Fees to the Customer;

(c) any fines, assessments, fees or other similar liability imposed by a Regulator;

(d) any breach of Clause Error! Reference source not found. and/or Clause 21; or

(e) the Supplier’s gross negligence, wilful misconduct or wilful abandonment of this Agreement or any part of it.

10.5 Nothing in this Agreement limits or excludes a party’s liability for any death or personal injury caused by its negligence, any fraud or fraudulent misrepresentation, or any other statutory or other liability which cannot be excluded under Law.

11. Term and Termination

11.1 This Agreement shall begin on the Effective Date and, subject to the remaining terms of this Agreement, shall continue for a minimum period of 6 (six) months from the Effective Date (the “Initial Term”). The Agreement may be terminated by either party giving the other not less than 2 (two) months’ written notice to take effect no sooner than the expiry of the Initial Term.

11.2 The rights set out in this Clause 11 are in addition to rather than in substitution for any rights the parties may have to terminate this Agreement at law.

12. Consequences of Termination

12.1 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

12.2 Termination or expiry of this Agreement will not affect the rights and obligations of the Parties accrued at the date of termination or expiry.

12.3 The Supplier will comply with all reasonable instructions from the Customer with regard to termination and will take reasonable steps to mitigate any costs which the Customer will incur as a result of termination of this Agreement.

12.4 On the Customer’s request, the Supplier will promptly return to the Customer or destroy (at the Customer’s election) all Customer Materials in the Supplier’s possession.

13. Confidentiality

13.1 Subject to Clause 13.2, each party shall treat all confidential information as strictly confidential and shall not disclose confidential information to any person.

13.2 A party may disclose confidential information if and to the extent:

(a) required by law or order of the courts, or by any securities exchange or regulatory or governmental body to which such party is subject or submits, wherever situated (whether or not the requirement for information has the force of law); or

(b) disclosed on a necessary basis to the professional advisers, auditors and bankers of such party; or

(c) the confidential information has come into the public domain other than by a breach of any obligation of confidentiality; or

(d) with the prior written approval of the other party.

The restrictions contained in this Clause shall continue to apply after the termination or expiry of this Agreement (however arising) without limit in time.

14. Publicity

Neither party shall make any announcement, either written or otherwise, in relation to the existence of or subject matter of this Agreement, except with the prior written consent of the other party, such consent not to be unreasonably withheld or delayed, except as required by law.

15. Illegality/Severance

If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.

16. Notices

16.1 Any notice to be given under this Agreement must be in writing and may be given by email, post or personal delivery. Notices to the Customer shall be sent to Phillipson Hardwick Advisory Ltd at Phillipson Hardwick Advisory Ltd, Centenary House, Centenary Way, Manchester, M50 1RF, email address: contact@phillipsonhardwickadvisory.co.uk and notices to the Supplier shall be sent to Gary Etherington at 10 Pilgrim Suite Ketteringham Hall, Ketteringham, Wymondham, England, NR18 9RS, email address: gary@lightningleads.co.uk, or to such other place or email as the relevant party shall have notified to the other under this Clause.

16.2 Any notice to be given shall be deemed effective (a) when actually received (if sent by email) or (b) when left at the address mentioned above (if delivered personally) or (c) two business days after posting by first class post addressed as required above (if given by post).

17. Variations

No purported amendment or variation of this Agreement or any provision of this Agreement shall be effective unless it is in writing and duly executed by or on behalf of each of the parties.

18. Waiver

The failure to exercise or delay in exercising a right or remedy provided to a party under this Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision. Each right or remedy of a party under this Agreement is without prejudice to any other right or remedy of that party under this Agreement or at law.

19. Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

20. Relationship between the parties

20.1 The Supplier shall act as the Customer’s marketing agent in relation to the management of Approved Marketing Content on the Customer Accounts, provided that the Customer shall retain oversight and control of any expenditure on the Customer Accounts (including via review and approval of any insertion orders).

20.2 Subject to 20.1 and unless otherwise agreed between the parties in writing neither party shall: (i) make purchases or sales or incur any liabilities or create any obligations or commitments on behalf of the other; or (ii) pledge the credit of the other; or (iii) act, or hold itself out as acting, as agent for the other.

20.3 Nothing in this Agreement is intended to or shall give rise to any relationship of partnership, joint venture or profit sharing in the nature of partnership between the parties.

20.4 The Customer shall not (except with the Supplier’s prior written consent), for the duration of the Term, obtain third party digital marketing services using the Customer Accounts that are the same as to the Services provided under this Agreement. For the avoidance of doubt, this Clause shall not prevent the Customer from carrying out digital marketing activities itself either through the Customer Accounts or any other medium.

21. Non-solicitation

21.1 A party shall not, during the Term and for the 12 (twelve) months thereafter, either directly or indirectly solicit (or attempt to solicit) from the employment of the other party any person employed by the other party without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).

21.2 For the purposes of this Clause, “solicit” means to approach an individual (whether directly or through a third party) with a view to employing, engaging, or procuring the employment or engagement of that individual as an employee, director, officer, independent contractor or consultant.

22. TUPE And Intermediaries Legislation

22.1 The parties believe that there will be no relevant transfer of personnel under TUPE in connection with the commencement of the Services (or any part thereof) by the Supplier or on the Supplier ceasing to provide the Services (or any part thereof) (“Termination of Services”).

22.2 The Supplier shall indemnify the Customer against all Losses which arise out of or in relation to the engagement and/or termination of the engagement of any member of the Supplier Personnel that alleges (or any other person that alleges in respect of such person) that his or her employment or engagement has transferred, or should transfer, to a Replacement Supplier under TUPE, or that a Replacement Supplier has otherwise inherited liability as a result of the application of TUPE in relation to this Agreement or in connection with the Termination of Services.

22.3 The parties believe that the circumstances surrounding the provision of the Services are such that the Supplier will be an independent contractor and nothing in this Agreement shall render it or any Supplier Personnel (or any other individuals engaged by the Supplier in the provision of the Services) an employee, worker, agent or partner of the Customer or a PSC.

22.4 The Supplier warrants that it will (at its own expense) comply with the IR35 Rules and provide such information and assistance as is reasonably requested by the Customer to assist the Customer in complying with its obligations under applicable Laws (including in order to carry out a status determination under the IR35 Rules).

22.5 The Supplier indemnifies the Customer for and in respect of:

(a) any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim, including all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Customer in connection with or in consequence of any such liability, deduction, contribution, assessment or claim; and

(b) any liability arising from any employment-related claim or any claim based on worker status brought by the Supplier or any Supplier Personnel (or any other individuals engaged by the Supplier in the provision of the Services), against the Customer, including all reasonable costs and expenses incurred or payable by the Customer in connection with or in consequence of defending any such claim

(c) in each case where arising from or made in connection with the performance of the Services and where the recovery is not prohibited by law.

23. Counterparts

This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

24. Entire Agreement

24.1 This Agreement and any other documents referred to in this Agreement in the form signed by each of the parties constitute the entire agreement and understanding between the parties relating to the transactions contemplated by or in connection with this Agreement and the other matters referred to in this Agreement and supersedes and renders of no legal effect any other agreement or understanding (written or oral) between the parties or any of them relating to the same.

24.2 Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in this Agreement any other documents referred to in this Agreement in the form signed by each of the parties in respect of which its sole remedy shall be for breach of contract.

Nothing in this Clause 24, however, shall operate or be construed to exclude or limit any liability of any person for fraud, including fraudulent misrepresentation.

25. Further Assurance

25.1 Each party shall at all times from the date of this Agreement, on being required to do so, at its own expense do or use reasonable endeavours to procure the doing by any necessary third parties of all such acts as may be required to give full effect to this Agreement including the execution and delivery of all deeds and documents.

25.2 The Supplier irrevocably appoints the Customer as its attorney to sign, execute and deliver on its behalf all deeds and documents and to do all acts and things necessary to give effect to the terms of this Agreement and for vesting in the Customer the full benefit of the assets, rights and benefits to be transferred to the Customer under this Agreement

26. Assignment

26.1Subject to Clause 26.2 below, neither party may at any time, without the prior written consent of the other party (such consent not be unreasonably withheld or delayed), assign, transfer or novate all or any part of its rights and/or obligations under this Agreement.

26.2The Customer may assign, transfer or novate all or any part of its rights and/or obligations under this Agreement as part of a bona fide business reorganisation on prior written notice to the Supplier.

27. Governing Law and Jurisdiction

27.1 This Agreement and 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) are governed by and shall be construed in accordance with Gibraltar law.

27.2The parties submit to the non-exclusive jurisdiction of the Gibraltar courts for all purposes relating to and in connection with this Agreement and any such dispute or claim referred to in Clause 27.1.

This Agreement has been signed on behalf of each of the parties by a duly authorised signatory on the date first stated above.7.2 3.5