TERMS AND SUBSCRIPTION AGREEMENT

This agreement is a legal agreement between you (Client) and READY FOR BUSINESS LTD (Rfb trading as OKO), a company incorporated and registered in England and Wales with company number 12719696 whose registered office is at Swift Farm Sandy Lane, Great Chart, Ashford, England, TN26 1JN (RfB).

BACKGROUND

(A) RfB has developed the Platform (as defined below) which it makes available to Mentors (as defined below) for download or access on their personal or work mobile, laptop, desktop, tablet or other computer devices on an annual subscription basis (with all charges being borne solely by the Client) to allow the Client’s employees to participate in the Mentor Scheme (as defined below).

(B) The Client wishes to participate in the Mentor Scheme as part of its wider business operations on the terms of this Agreement.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

Agreed Purposes: provision of the Platform to Mentors and facilitation of the Mentor Scheme.

Annual Platform Subscription Fee: the annual subscription fee as set out in the weareoko.com website payable by the Client to RfB pursuant to Clause 9.2.

Business Day: a day other than a Saturday, Sunday or public or bank holiday in England when banks in London are open for business.

Client Data: the data inputted by the Client, Mentors, or RfB on the Client’s behalf for the purpose of using the Platform or facilitating the use of the Platform.

Confidential Information: information that is proprietary and/or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.6 or Clause 11.7.

Consumer Prices Index: the Consumer Prices Index as published by the Office for National Statistics from time to time, or failing such publication, such other index as RfB reasonably determines most closely resembles such index.

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation.

Data Discloser: a party that discloses Shared Personal Data to the other party.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

Documentation: the documents and other information made available by RfB via the Platform which sets out, inter alia, a description of the Platform and the user instructions for the Platform.

Effective Date: the date of this agreement.EULA: the end-user licence agreement entered into by each Mentor in respect of his or her use of the Platform. OKO for Business Console: the web application associated with the Platform which is used by a specific administrator nominated by the Client to manage the Mentor Seats on behalf of the Client.

Initial Mentor Seats: the initial mentor seats purchased by the Client as at the Effective Date, which entitle the specified number of Mentors to access and use the Platform and the Documentation in accordance with this agreement.

Initial Subscription Term: the period of twelve months commencing on the Effective Date.

Mentors: those individuals designated and authorised by the Client to act as mentors and whom are entitled to use the Platform and the Documentation, as further described in Clause 2 (and the term “Mentor” shall be construed accordingly).

Mentor Engagement: the term used to describe the situation where a Mentor establishes a professional mentoring relationship with a mentee, via the Software, as part of the Mentor Scheme, with such engagements typically being for a period of [6] months. The term “Mentor Engagements” shall be construed accordingly.

Mentor Scheme: the scheme set-up and operated by RfB which, via the Platform, facilitates mentoring by pairing individuals aged 18+ (referred to herein as “mentees”) with Mentors, and as part of which Mentor Engagements are entered into.

Mentor Seats: the mentor seats purchased by the Client in accordance with the terms of this agreement (including, for the avoidance of doubt, the Initial Mentor Seats), which entitle the specified number of Mentors to access and use the Platform and the Documentation in accordance with this agreement. Mentor Seat Fees: the fees as set out in the Price List payable by the Client to RfB for the Mentor Seats.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, during each Business Day.

Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement, and such other third parties to whom the Data Disclosure is required to disclose the Shared Personal Data to facilitate the smooth and orderly running of the Platform and Mentor Scheme.

Platform: the OKO web and mobile application provided by RfB on the terms of this agreement, together with the OKO for Business Console (where applicable).

Price List: means OKO’s then current price list as notified or otherwise made available via the Platform to the Client from time to time.

Shared Personal Data: the personal data to be shared between the parties under Clause 6.1 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:

(a) names of Mentors;

(b) Mentors’ contact details, including email address;

(c) job titles of Mentors; and

(d) company industry;

Subscription Renewal Period: the period described in Clause 14.1.

Subscription Term: has the meaning given in Clause 14.1 (being the Initial Subscription Term together with any subsequent Subscription Renewal Period(s)).

Viruses: any thing 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 rearranging, 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 and paragraph headings shall not affect the interpretation of this agreement.

1.3

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.4

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

1.5

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.6

A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.7

A reference to writing or written includes e-mail (except as otherwise expressly set out in this agreement) but not fax.

1.8

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.

2. MENTOR SEATS

2.1

Subject to the Client purchasing the Mentor Seats 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, OKO hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Mentors to use the Platform and the Documentation during the Subscription Term solely for the purpose of facilitating Mentor Engagements.

2.2

In relation to the Mentors, the Client undertakes that:

(a) the maximum number of Mentors that it authorises to access and use the Platform and the Documentation shall not exceed the number of Mentor Seats it has purchased from time to time;

(b) it will not allow or suffer any Mentor Seat to be used by more than one individual Mentor;

(c) each Mentor shall keep a secure password for his or her use of the Platform and Documentation, and that each Mentor shall keep his password confidential;

(d) it shall ensure that the Mentors comply with the terms of this agreement and the EULA and the Client remains responsible and liable to RfB in respect of all acts, omissions and defaults of such Mentors;

(e) it shall permit RfB a right to audit the Client in order to establish the name and password of each Mentor and the Client’s compliance with the terms of this agreement. This right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business; and

(f) if any of the audits referred to in Clause 2.2(e) reveal that the Client and/or any Mentor has not complied with this agreement, OKO reserves the right without prejudice to any of its other rights or remedies under this agreement, to terminate this agreement and/or disable or suspend a Mentor’s access to the Platform immediately.

2.3

The Client shall not and shall procure that Mentors shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Platform that:

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

(b) facilitates illegal activity;

(c) depicts sexually explicit images;

(d) promotes unlawful violence;

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property; and, RfB reserves the right, without liability or prejudice to its other rights or remedies, to disable the Client’s and/or any Mentor’s access to the Platform or to any material that breaches the provisions of this Clause.

2.4

The Client shall not and shall procure that Mentors shall not:

(a) except as may be permitted by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

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

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

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

(c) except to the extent expressly permitted under this agreement, use the Platform and/or Documentation to provide services to third parties;

(d) subject to Clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform and/or Documentation available to any third party except the Mentors solely in accordance with the terms of this agreement; or

(e) attempt to obtain, or assist third parties in obtaining, access to the Platform and/or Documentation, other than as provided under this Clause 2.2.5 The Client shall ensure that Mentors shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify OKO in writing.

2.6

The rights provided under this Clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client. Nothing in this Clause 2.6 prevents the Client from designating employees, agents or contractors of any subsidiary or holding company of the Client a Mentor provided that the Client has purchased the appropriate number of Mentor Seats.

3. ADDITIONAL MENTOR SEATS

3.1

Subject to Clause 3.2 and Clause 3.3, the Client may, from time to time during any Subscription Term, purchase additional Mentor Seats in excess of the Initial Mentor Seats and RfB shall grant access to the Platform and the Documentation to such additional Mentors in accordance with the provisions of this agreement.

3.2

The Client may purchase additional Mentor Seats from time to time via the OKO for Business Console

3.3

If such additional Mentor Seats are purchased by the Client part way through the Initial Subscription Term or any Subscription Renewal Period (as applicable), such fees shall be prorated from the date of purchase for the remainder of the Initial Subscription Term or then current Subscription Renewal Period (as applicable).

3.4

Upon OKO’s receipt of payment of the additional Mentor Seat Fees in cleared funds, the number of Mentor Seats and Mentors shall be deemed varied accordingly.

4. THE PLATFORM

4.1

OKO shall, during the Subscription Term, make available the Platform and the Documentation to the Client and the Mentors on and subject to the terms of this agreement.

4.2 Unless otherwise agreed in writing, the Client hereby grants to OKO a non-exclusive, royalty free, worldwide licence to use the name and logo of the Client for OKO’s promotional and marketing purposes. The Client warrants and represents that the use of its name and logo by OKO does not or will not infringe the rights (including intellectual property rights) of others.

4.3

[The Client shall indemnify and keep indemnified OKO against any and all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by OKO arising out of or in connection with any claim made against OKO for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the exercise by OKO of its rights granted under Clause 4.2.]

5. CLIENT DATA

5.1

The Client shall own all right, title and interest in and to all of the Client Data and hereby grants RfB a perpetual, irrevocable and royalty-free right to access, use, process, copy, distribute, perform, export and display Client Data, only to the extent permitted by law and as reasonably necessary

(a) to provide, maintain and improve the Platform;

(b) to prevent or address service, security, support or technical issues;

(c) create de-identified data aggregated for benchmarking and research purposes or

(d) as otherwise expressly permitted in writing by the Client. This right continues with respect to the de-identified data derived from Client Data and any residual backup copies of Client Data made in the ordinary course of business even after the Client stops using the Platform. RfB retains the right to delete any copies of such Client Data.

5.2

RfB does not provide an archiving or back-up service, and the Client is solely responsible for creating backups of Client Data. In the event of any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for RfB to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by RfB, to the extent that one is available. RfB shall not be responsible or liable for any loss, destruction, alteration or disclosure of Client Data caused by any third party (except, where applicable, those third parties sub-contracted by RfB to perform services related to Client Data maintenance and back-up).

5.3

RfB shall comply with its obligations under this agreement relating to the confidentiality of Client Data.

6. DATA PROTECTION

6.1

This Clause sets out the framework for the sharing of personal data between the parties as controllers. Each party acknowledges that one party (referred to in this clause as the “Data Discloser”) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

6.2

Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.

6.3

Each party shall:

(a) ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;

(b) give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c) process the Shared Personal Data only for the Agreed Purposes;

(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;

(f) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

(g) not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that

(i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or

(ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or

(iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or

(iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

6.4

Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(c) provide the other party with reasonable assistance in complying with any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;

(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;

(i) maintain complete and accurate records and information to demonstrate its compliance with this Clause 6; and

(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation. For the purposes of the Client, unless agreed by the parties in writing, this shall be the administrator nominated by the Client to manage the Mentor Seats on behalf of the Client via the OKO for Business Console.

6.5

Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

7. RFB’S OBLIGATIONS

7.1

RfB undertakes that the Platform will be provided 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 Platform contrary to RfB’s instructions, or modification or alteration of the Platform by any party other than RfB or RfB’s duly authorised contractors or agents. If the Platform does not conform with the foregoing undertaking, RfB will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, RfB:

(a) gives no assurance or guarantee and does not warrant that the use of the Platform will be uninterrupted or error-free; or that the Platform, Documentation and/or the information obtained by the Client or the Mentors through the Platform will meet the Client’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 Client acknowledges that the Platform and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3

Notwithstanding any other provision in this agreement, time is not of the essence for any of RfB’s obligations in this agreement (including the provision of the Platform).

7.4

This agreement shall not prevent RfB 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.

7.5

RfB warrants that it has and will maintain during the Subscription Term all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8. CLIENT’S OBLIGATIONS

The Client shall:

(a) provide RfB with:

(i) all necessary cooperation in relation to this agreement; and

(ii) all necessary access to such information as may be required by RfB, in order to provide the Platform, including but not limited to Client 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 Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, RfB may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Mentors use the Platform and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Mentor’s breach or failure to comply with the terms of this agreement;

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

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

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to RfB’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet;

(h) ensure that Mentors behave in a courteous, professional and lawful manner at all times when using the Platform; and(i) ensure that Mentors comply with the terms of the EULA.

9. CHARGES AND PAYMENT

9.1

The Client shall pay to OKO the Annual Platform Subscription Fee and the Mentor Seat Fees for the Initial Mentor Seats in accordance with this Clause 9. The Mentor Seat Fees for additional Mentor Seats are payable by the Client in accordance.

9.2

The Client shall pay to RfB by credit or debit card in advance:

(i) the Annual Platform Subscription Fee:

(a) on or prior to the Effective Date in respect of the Initial Subscription Term; and

(b) subject to Clause 14.1, at least 30 days prior to each anniversary of the Effective Date in respect of the forthcoming Subscription Renewal Period; and

(ii) the Mentor Seat Fees:

(a) on or prior to the Effective Date in respect of the Initial Mentor Seats;

(b) in accordance with Clause 3.3 in respect of any additional Mentor Seats purchased by the Client part way through the Initial Subscription Term or any Subscription Renewal Period; and

(c) subject to Clause 14.1, at least 30 days prior to each anniversary of the Effective Date in respect of the Mentor Seats to be purchased for the forthcoming Subscription Renewal Period.

9.3

Without affecting RfB’s other rights or remedies, if the Client does not pay any fees by the relevant due date, then RfB may, without liability to the Client, disable the Client’s and Mentors’ password, account and access to all or part of the Platform until payment has been made in full.

9.4

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

(a) shall be payable in British Pound Sterling;

(b) are, subject to Clause 13.3(b), non-cancellable and non-refundable;

(c) are exclusive of value added tax, which shall be added to RfB’s invoice(s) at the prevailing rate (where appropriate and applicable); and

(d) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.5

If, at any time during the Subscription Term, the maximum number of Mentors that the Client authorises to access and use the Platform and the Documentation exceeds the number of Mentor Seats which the Client has purchased for any reason, OKO shall charge the Client, and the Client shall pay on demand, the relevant subscription shortfall at OKO’s then current Mentor Seat Fees rates.

9.6

RfB shall be entitled to increase the Annual Platform Subscription Fee and the Mentor Seat Fees on an annual basis with effect from the start of each Subscription Renewal Period in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period or any increase in cost beyond RfB’s reasonable control.

10. PROPRIETARY RIGHTS

10.1

The Client acknowledges and agrees that RfB and/or its licensors own all intellectual property rights in the Platform and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Documentation.

10.2

RfB confirms that it has all the rights in relation to the Platform and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

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;

(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 party’s Confidential Information in confidence and, unless required by law, shall not make the other party’s Confidential Information available to any third party, or use the other party’s Confidential Information for any purpose other than the implementation of this agreement.

11.3

Each party shall take all reasonable steps to ensure that the other party’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

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

Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party (save that this Clause shall in no way limit or exclude the Client’s responsibility and liability for the acts and/or omissions of Mentors pursuant to the terms of this agreement).

11.6

The Client acknowledges and agrees that details of the Platform, and the results of any performance tests of the Platform, constitute RfB’s Confidential Information.

11.7

RfB and the Client acknowledge that the Client Data is the Confidential Information of the Client and RfB.

11.8

No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority.

11.9

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

12. INDEMNITY

12.1 The Client shall defend, indemnify, keep indemnified and hold harmless RfB against any and 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 Client’s or the Mentor’s use of the Platform and/or Documentation, provided that:

(a) the Client is given prompt notice of any such claim;

(b) RfB provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and

(c) the Client is given sole authority to defend or settle the claim.

12.2

RfB shall defend the Client, its officers, directors and employees against any claim that the Platform or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that:

(a) RfB is given prompt notice of any such claim;

(b) the Client provides reasonable co-operation to RfB in the defence and settlement of such claim, at RfB’s expense; and

(c) RfB is given sole authority to defend or settle the claim.

12.3

In the defence or settlement of any claim, RfB may procure the right for the Client to continue using the Platform, replace or modify the Platform so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.

12.4

In no event shall RfB, its employees, agents and subcontractors be liable to the Client to the extent that the alleged infringement is based on:

(a) a modification of the Platform or Documentation by anyone other than RfB; or

(b) the Client’s use of the Platform or Documentation in a manner contrary to the instructions given to the Client by RfB; or

(c) the Client’s use of the Platform or Documentation after notice of the alleged or actual infringement from RfB or any appropriate authority.

12.5

The foregoing states the Client’s sole and exclusive rights and remedies, and RfB’s (including RfB’s employees’, agents’ and subcontractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

13. LIMITATION OF LIABILITY

13.1

Except as expressly and specifically provided in this agreement:

(a) the Client assumes sole responsibility for results obtained from the use of the Platform and the Documentation by the Client and any Mentor, and for conclusions drawn from such use. RfB shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to RfB by the Client in connection with the Platform, or any actions taken by RfB at the Client’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

(c) the Platform and the Documentation are provided to the Client on an “as is” basis.

13.2

Nothing in this agreement excludes the liability of either party:

(a) for death or personal injury caused by RfB’s negligence; or

(b) for fraud or fraudulent misrepresentation.

13.3

Subject to Clause 13.1 and Clause 13.2:

(a) RfB 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) RfB’s total aggregate liability in contract (including in respect of the indemnity at Clause 6.5 and at Clause 12.2), 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 110% of the total Mentor Seat Fees paid or payable for the relevant period of the Subscription Term in which the claim arose (being either the Initial Subscription Term or relevant Subscription Renewal Period, as applicable).

13.4

Subject to Clause 13.1 and Clause 13.2, the Client’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 (excluding any liability arising out of or in connection with any breach by the Client of Clause 6 or Data Protection Legislation) shall be limited to 150% of the total Mentor Seat Fees paid or payable for the relevant period of the Subscription Term in which the claim arose (being either the Initial Subscription Term or relevant Subscription Renewal Period, as applicable).

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 of 12 months (each a Subscription 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 or any Subscription Renewal Period, in which case this agreement shall terminate upon the expiry of the Initial Subscription Term or Subscription Renewal Period (as applicable); or

(b) otherwise terminated in accordance with the provisions of this agreement, and the Initial Subscription Term together with any subsequent Subscription Renewal Periods shall constitute the Subscription Term for the purposes of this agreement.

14.2

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 commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

(d) 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;

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) 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;

(g) 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;

(h) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;

(i) 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;

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.2(d) to Clause 14.2(j) (inclusive); or

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

14.3

Without affecting any other right or remedy available to RfB, RfB may terminate this agreement with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 5 days after being notified in writing to make such payment;

(b) the Client’s financial position deteriorates to such an extent that in RfB’s reasonable opinion the Client’s capability to adequately fulfil its obligations under this agreement has been placed in jeopardy;

(c) there is a change of control of the Client;

(d) a Mentor commits a material breach of the EULA or acts inappropriately or unlawfully in its use of the Platform or communications with other users of the Platform.

14.4

Subject to Clause 14.5, on termination of this agreement for any reason:

(a) all licences granted under this agreement shall immediately terminate and the Client and the Mentors shall immediately cease all use of the Platform and/or the Documentation;

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

(c) RfB may destroy or otherwise dispose of any of the Client Data in its possession (unless otherwise agreed by the parties in writing in advance of termination);

(d) 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; and

(e) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.

14.5

Unless otherwise determined by OKO in its sole discretion, notwithstanding any other provision in this agreement, in circumstances where, immediately prior to the effective date of termination of this agreement (Relevant Termination Date), any Mentor Engagement(s) remain active but are incomplete, the Client shall take all reasonable steps to ensure that such Mentor Engagement(s) continue beyond the Relevant Termination Date until actual completion of those Mentor Engagement(s). The terms of this agreement shall, unless otherwise notified in writing by OKO to the Client, remain in full force and effect for the sole purpose of facilitating completion of relevant Mentor Engagement(s).

15. FORCE MAJEURE

RfB shall have no liability to the Client 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 RfB 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; disease, virus, epidemic or pandemic (including without limitation Covid-19 and any potential mutation of it and any subsequent similar outbreak); or default of RfB’s suppliers or sub-contractors, provided that the Client is notified of such an event and its expected duration.

16. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their duly authorised representatives).

17. 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.

18. 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.

19. SEVERANCE

19.1

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.

19.2

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.

20. ENTIRE AGREEMENT

20.1

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2

Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

20.3

Nothing in this clause shall limit or exclude any liability for fraud.

21. ASSIGNMENT

21.1

The Client shall not, without the prior written consent of RfB, 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

RfB 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. 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 assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

24. NOTICES

24.1

Any notice required to be given under this agreement shall be in writing and shall be delivered:

(a) 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 in writing by that party for such purposes; or

(b) by email to the email address provided by the Client on the OKO for Business Console (where RfB is giving notice) or to [termination@weareoko.com] (with a copy sent to [support@weareoko.com]) (where the Client is giving notice).

24.2

A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Normal 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 email shall be deemed to have been delivered at the time of transmission (if sent during Normal Business Hours) or at 9am on the first Business Day following transmission (if sent outside of Normal Business Hours).

24.3

This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

25. 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 England and Wales.

26. JURISDICTION

Each party irrevocably agrees that the courts of England and Wales 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).